REG - Investec PLC - Maximum Acceptance Amount relating to Tender Offer

InvestecAnnouncement

23/01/2026 10:00

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RNS Number : 1731Q  Investec PLC  23 January 2026

 Investec Limited                               Investec plc

Incorporated in the Republic of South Africa
Incorporated in England and Wales

Registration number 1925/002833/06
Registration number 3633621

JSE share code: INL
LSE share code: INVP

 JSE hybrid code: INPR                          JSE share code: INP

ISIN: GB00B17BBQ50
 JSE debt code: INLV

                                              LEI: 2138007Z3U5GWDN3MY22
 NSX share code: IVD

 BSE share code: INVESTEC

 ISIN: ZAE000081949

 LEI: 213800CU7SM6O4UWOZ70

 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES
OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS,
GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR
INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" IN THE TENDER OFFER MEMORANDUM (AS DEFINED BELOW)

 

ANNOUNCEMENT OF MAXIMUM ACCEPTANCE AMOUNT IN RELATION TO TENDER OFFER

Investec plc announces Maximum Acceptance Amount in relation to Tender Offer
for its £350,000,000 2.625 per cent. Callable Fixed Rate Resettable
Subordinated Notes due 2032

23 January 2026. On 22 January 2026, Investec plc (the "Company") announced
the launch of an offer to holders of its £350,000,000 2.625 per cent.
Callable Fixed Rate Resettable Subordinated Notes due 2032 (ISIN:
XS2393629311) (the "Notes"), to tender such Notes for purchase by the Company
for cash (the "Offer"). The Company also announced on 22 January 2026 its
intention to issue Sterling-denominated Callable Fixed Rate Resettable
Subordinated Notes (the "New Notes"), subject to market conditions.

The Offer is being made on the terms and subject to the conditions contained
in the tender offer memorandum prepared by the Company dated 22 January 2026
(the "Tender Offer Memorandum"), and is subject to the offer restrictions set
out in the Tender Offer Memorandum.

Pursuant to the Tender Offer Memorandum, the Company proposed to accept for
purchase a maximum aggregate principal amount of Notes which will be no
greater than the aggregate principal amount of the New Notes, subject to the
right of the Company to decrease such Maximum Acceptance Amount in its sole
and absolute discretion (the "Maximum Acceptance Amount").

The purchase of any Notes by the Company pursuant to the Offer is also
subject, without limitation, to the successful completion (in the sole and
absolute determination of the Company) of the issue of the New Notes (the "New
Financing Condition").

For detailed terms of the Offer, please refer to the Tender Offer Memorandum,
copies of which are (subject to distribution restrictions) available from the
Tender Agent as set out below. Capitalised terms used in this announcement but
not defined have the meanings given to them in the Tender Offer Memorandum.

Maximum Acceptance Amount

Following the pricing of the New Notes on 22 January 2026, the Company hereby
announces that the Maximum Acceptance Amount is £300,000,000.

Results Announcement

Following the expiration of the Offer, which is expected to take place at 4.00
p.m. (London time) on 29 January 2026, the Company is expected to announce
(the "Results Announcement") as soon as reasonably practicable on 30 January
2026 whether it will accept valid tenders of Notes pursuant to the Offer
(conditional upon satisfaction or waiver of the New Financing Condition).

In the Results Announcement, the Company expects to announce whether it will
accept valid tenders of Notes pursuant to the Offer (conditional upon
satisfaction or waiver of the New Financing Condition) and, if so (i) the
Final Acceptance Amount, (ii) the Scaling Factor (if any) to be applied to
Tender Instructions and (iii) the aggregate principal amount of Notes that
will remain outstanding after the Settlement Date (if any).

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of and information on the procedures for participating in the Offer.

Citigroup Global Markets Limited, Lloyds Bank Corporate Markets plc and Mizuho
International plc are acting as Dealer Managers for the Offer and Kroll Issuer
Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Offer may be
directed to the Dealer Managers.

                                                Dealer Managers
 Citigroup Global Markets Limited                                Lloyds Bank Corporate Markets plc

 Citigroup Centre                                                33 Old Broad Street

 Canada Square                                                   London EC2N 1HZ

 Canary Wharf                                                    United Kingdom

 London E14 5LB

                                                                 Telephone: +44 207 158 1726

 Telephone: +44 20 7986 8969                                     Email: lbcmliabilitymanagement@lloydsbanking.com

                                                               (mailto:lbcmliabilitymanagement@lloydsbanking.com)
 Email: liabilitymanagement.europe@citi.com

 (mailto:liabilitymanagement.europe@citi.com)                    Attention: Liability Management Team

 Attention: Liability Management Group

 Mizuho International plc

 30 Old Bailey

 London EC4M 7AU

 United Kingdom

 Telephone: +34 91 790 7559

 Email: liabilitymanagement@uk.mizuho-sc.com
 (mailto:liabilitymanagement@uk.mizuho-sc.com)

 Attention: Liability Management

 Questions and requests for assistance in connection with the procedures for
 participating in the Offer, including the delivery of Tender Instructions, may
 be directed to the Tender Agent.

 The Tender Agent

 Kroll Issuer Services Limited

 The News Building

 3 London Bridge Street

 London SE1 9SG

 Attention: Scott Boswell

 Telephone: +44 20 7704 0880

 Email: investec@is.kroll.com (mailto:investec@is.kroll.com)

 Website: https://deals.is.kroll.com/investec

 

This announcement is released by Investec plc and contains information that
qualified or may have qualified as inside information for the purposes of
Article 7 of Regulation (EU) 596/2014 ("MAR"), as it forms part of domestic
law of the United Kingdom by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR"), encompassing information relating to the Offer described
above. For the purposes of UK MAR and Article 2 of the binding technical
standards published by the FCA in relation to MAR as regards Commission
Implementing Regulation (EU) 2016/1055, this announcement is made by David
Miller, Company Secretary at Investec plc.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offer. If any Noteholder is in any doubt as to the
contents of this announcement and/or the Tender Offer Memorandum or the action
it should take, it is recommended to seek its own financial, regulatory and
legal advice, including in respect of any tax consequences, immediately from
its broker, bank manager, solicitor, accountant or other independent
financial, regulatory, tax or legal adviser. Any individual or company whose
Notes are held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee must contact such entity if it wishes to tender such
Notes pursuant to the Offer. The Dealer Managers are acting exclusively for
the Company and no one else in connection with the arrangements described in
this announcement and the Tender Offer Memorandum and will not be responsible
to any Noteholder for providing the protections which would be afforded to
customers of the Dealer Managers or for advising any other person in
connection with the Offer. None of the Company, the Dealer Managers or the
Tender Agent has made or will make any assessment of the merits and risks of
the Offer or of the impact of the Offer on the interests of the Noteholders
either as a class or as individuals, and none of them makes any recommendation
as to whether Noteholders should tender Notes pursuant to the Offer. None of
the Company, the Dealer Managers or the Tender Agent (or any of their
respective directors, employees or affiliates) is providing Noteholders with
any legal, business, tax or other advice in this announcement and/or the
Tender Offer Memorandum. Noteholders should consult with their own advisers as
needed to assist them in making an investment decision and to advise them
whether they are legally permitted to tender Notes for cash.

LEI: 2138007Z3U5GWDN3MY22

Sponsor: Investec Bank Limited

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