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RNS Number : 2428M Investec PLC 20 May 2022
Investec plc Investec Limited
(Incorporated in England and Wales (Incorporated in South Africa
With registered number 3633621) with registered number 1925/002833/06)
LSE share code: INVP JSE share code: INL
JSE share code: INP NSX share code: IVD
ISIN: GB00B17BBQ50 BSE share code: INVESTEC
LEI: 2138007Z3U5GWDN3MY22 ISIN: ZAE000081949
LEI: 213800CU7SM6O4UWOZ70
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION.
As part of the dual listed company structure, Investec plc and Investec
Limited (jointly "Investec") notify both the London Stock Exchange (the "LSE")
and the Johannesburg Stock Exchange (the "JSE") of matters which are required
to be disclosed under the Disclosure Guidance and Transparency Rules and the
Listing Rules of the Financial Conduct Authority and/or the JSE Listings
Requirements.
Accordingly, we advise of the following:
INVESTEC PLC AND INVESTEC LIMITED
UPDATE ANNOUNCEMENT IN RELATION TO THE PROPOSALS FOR THE DISTRIBUTION OF
NINETY ONE SHARES
TO INVESTEC ORDINARY SHAREHOLDERS
1. INTRODUCTION
Shareholders are referred to the Results of General Meetings and Court Meeting
announcement released on 28 April 2022 in connection with the process needed
to complete the proposed Distribution of 15% of the shares in Ninety One to
Investec Ordinary Shareholders ("Distribution"), to be implemented in part by
a Court sanctioned scheme of arrangement (including a reduction of capital)
(the "Scheme") ("the Proposals"). Full details of which are set out in the
notices of the General Meetings and of the Court Meeting contained in the
circular to shareholders dated 18 March 2022 (the "Scheme Circular").
Defined terms used but not otherwise defined in this announcement have the
meanings set out in the Scheme Circular.
Investec shareholders are hereby advised that on 19 May 2022, the Scheme was
sanctioned by the Court and the reduction of capital required to effect the UK
Distribution was confirmed by the Court. The Distribution remains subject to
one condition, namely a copy of the Scheme Court Order having been delivered
to the Registrar of Companies, which is expected to occur on 30 May 2022.
All other conditions set out in the Circular have now been satisfied.
Accordingly, it is expected that from 31 May 2022, and as further described in
the expected timetable of principal events below:
· Ninety One plc Shares will be credited to the CREST accounts of
Investec plc Ordinary Shareholders on the UK Register;
· Ninety One Limited Shares will be credited to the CSDP or broker
accounts in the State System of Investec plc Ordinary Shareholders on the SA
Register; and
· Ninety One Limited Shares will be credited to the CSDP or broker
accounts in the Strate System of Investec Limited Shareholders.
2. EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The Distribution will be implemented, in accordance with the following salient
dates and times:
Event Time and Date
2022
Last date for transfers between the Investec plc Registers by Investec plc Tuesday, 24 May
Ordinary Shareholders prior to the UK Distribution Effective Time
Last date for transfers between the Investec Limited Registers by Investec Tuesday, 24 May
Limited Ordinary Shareholders prior to the SA Distribution Effective Time
Last day to trade on the Investec plc SA Register for Investec plc Ordinary Wednesday, 25 May
Shareholders that hold Investec plc Ordinary Shares through a CSDP in order to
participate in the UK Distribution (1)
Last day to trade on the Investec Limited SA Register for Investec Limited Wednesday, 25 May
Ordinary Shareholders that hold Investec Limited Ordinary Shares through a
CSDP in order to participate in the SA Distribution (2)
Investec plc Ordinary Shares on the Investec plc SA Register trade "ex" Thursday, 26 May
entitlement on the Investec plc SA Register to receive the Ninety One Limited
Shares pursuant to the SA Distribution
Investec Limited Ordinary Shares trade "ex" entitlement on the Investec Thursday, 26 May
Limited SA Register to receive the Ninety One Limited Shares pursuant to the
SA Distribution(3)
Investec plc Ordinary Shares trade "ex" entitlement on the Investec plc UK Friday, 27 May
Register to receive the Ninety One plc Shares pursuant to the UK Distribution
SENS announcement confirming, inter alia, the cash proceeds payable in respect By 9.00 a.m. (London time)/ 10.00 a.m. (Johannesburg time) on Friday, 27 May
of fractional entitlements
Record date for Johannesburg Stock Exchange settlement purposes Monday, 30 May
Distribution Record Time(4,5) 6.30 p.m. (London time) / 7.30 p.m. (Johannesburg time) on Monday, 30 May
UK Distribution Effective Time 7.00 p.m. (London time)/ 8.00 p.m. (Johannesburg time) on Monday, 30 May
SA Distribution Effective Time 7.00 p.m. (London time)/ 8.00 p.m. (Johannesburg time) on Monday, 30 May
Crediting of Ninety One plc Shares to CREST accounts As soon as possible after 8.00 a.m. (London time)/ 9.00 a.m. (Johannesburg
time) on Tuesday, 31 May
Crediting of Ninety One Limited Shares and fractional entitlement payments to As soon as possible after 8.00 a.m. (London time)/ 9.00 a.m. (Johannesburg
CSDP or broker accounts in the Strate System time) on Tuesday, 31 May
Transfers between the Investec plc Registers by Investec plc Ordinary Wednesday, 1 June
Shareholders re-opened
Transfers between the Investec Limited Registers by Investec Limited Ordinary Wednesday, 1 June
Shareholders re-opened
Crediting fractional entitlement payments to CREST accounts Wednesday, 1 June
Despatch of cheques (where applicable) or electronic transfer in respect of As soon as practicable after
fractional entitlements for shareholders without a CSDP or broker account
Wednesday, 1 June
Despatch of share certificates for certificated Ninety One Shares As soon as practicable after
Wednesday, 1 June
Notes:
1. Investec plc Ordinary Shareholders should anticipate their holdings of
Investec plc Shares at the Distribution Record Time by taking into account all
unsettled trades concluded on or before the last day to trade which are due to
be settled on or before the record date for Johannesburg Stock Exchange
settlement purposes.
2. Investec Limited Ordinary Shareholders should anticipate their holdings
of Investec Limited Shares at the Distribution Record Time by taking into
account all unsettled trades concluded on or before the last day to trade
which are due to be settled on or before the record date for Johannesburg
Stock Exchange settlement purposes.
3. Share certificates may not be Dematerialised into Uncertificated Form
or rematerialised into Certificated Form between Thursday, 26 May 2022 and
Monday, 30 May 2022, both days inclusive.
4. The time by which an Investec Ordinary Shareholder must appear in the
relevant Investec Register in order to be entitled to receive any Ninety One
plc Shares or Ninety One Limited Shares pursuant to the UK Distribution or the
SA Distribution (in each case, as applicable), being the same date as the
record date for JSE settlement purposes.
5. The base cost apportionment ratio, pursuant to the unbundling
transaction, will be announced to shareholders as soon as possible after
Record Date (30 May 2022).
3. UPDATE TO TREATMENT OF NINETY ONE SHARES IN CONNECTION
WITH INVESTEC EMPLOYEE SHARE AWARDS
Following publication of the Circular and as announced on 21 April 2022,
Investec has decided to accelerate the receipt of some or all of the Ninety
One Shares for participants other than Investec Directors and staff deemed to
be material risk takers for regulatory purposes, including where applicable to
allow participants to meet any tax liabilities that arise. In accordance with
the Circular and subject to any appropriate treatment applied in connection
with any tax liabilities which may arise, it remains the case that there will
be no acceleration of any awards held by Investec Directors or material risk
takers and, for all share plan participants, the original parts of the awards
over Investec Shares will continue on their existing terms unaffected by the
Distribution.
Johannesburg and London
Date: 20 May 2022
Financial Advisor and Transaction sponsor
Investec Bank Limited
Legal/ Tax advisors
ENS Africa and Linklaters LLP
Enquiries:
Mr David Miller
Investec plc
Company Secretary
Tel: + 44 (0)20 7597 4000
FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements with respect to certain
of Investec plc's and Investec Limited's plans and expectations relating to
the Distribution. By their nature, all forward-looking statements involve risk
and uncertainty because they relate to future events and circumstances which
are beyond Investec plc's and Investec Limited's control. These
forward-looking statements speak only as of the date on which they are made.
Investec plc and Investec Limited expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement or any other
forward-looking statements they may make.
IMPORTANT INFORMATION
The Ninety One shares to be distributed in connection with the Proposals have
not been, and will not be, registered under the US Securities Act or the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, exercised, transferred or delivered, directly or
indirectly, in or into the United States at any time except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and applicable state and other
securities laws of the United States. The Ninety One plc Shares to be
distributed in connection with the Scheme will be distributed in reliance upon
the exemption from the registration requirements of the US Securities Act
provided by section 3(a (10) thereunder.
For the purposes of qualifying for the exemption from the registration
requirements of the US Securities Act pursuant to section 3(a) (10)
thereunder, Investec will advise the Court through counsel that its
sanctioning of the Scheme will be relied upon by Investec as an approval of
the Scheme following a hearing on its fairness to Investec shareholders, at
which hearing all Investec plc Shareholders are entitled to attend in person
or through counsel to support or oppose the sanctioning of the Scheme and with
respect to which notification has been given to all Investec plc Shareholders.
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