REG - Investec PLC - Results of General Meetings & Court Meeting
28/04/2022 17:00
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RNS Number : 7619J Investec PLC 28 April 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.
Defined terms used but not otherwise defined in this announcement have the
meanings set out in the Scheme Circular (as defined below).
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
Results of General Meetings and Court Meeting
Investec is pleased to announce that at the general meetings of Investec plc
and Investec Limited (the "General Meetings") and at the Court Meeting of
Investec plc held earlier today in connection with the process needed to
complete the proposed Distribution of 15% of the shares in Ninety One to
Investec Ordinary Shareholders, to be implemented in part by a Court
sanctioned scheme of arrangement (the "Scheme"), all the resolutions proposed
were duly passed. Full details of the resolutions 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").
As required by the dual listed company structure resolutions (1) and (3)
proposed at the General Meetings were treated as Investec Joint Electorate
Actions and were decided on a poll of shareholders. Ordinary Shareholders were
eligible to vote on resolution (1), which was proposed as an ordinary
resolution, and Ordinary Shareholders and Preference Shareholders were
eligible to vote on resolution (3), which was proposed as a special resolution
for Investec plc and as an ordinary resolution with a 75% majority for
Investec Limited. Both resolutions were passed by the required majority.
Resolution (2) proposed at the General Meetings was treated as an Investec
Class Rights Action and, accordingly was to be passed by a vote of at least
75% of both the Investec plc Ordinary Shareholders and the Investec Limited
Ordinary Shareholders, each voting separately.
At the Court Meeting, a majority in number of Investec plc Ordinary
Shareholders, who voted (either in person or by proxy) and who together
represented over 75% by value of the votes cast, voted in favour of the
resolution to approve the Scheme. The resolution was accordingly passed.
The voting results of the General Meetings and the Court Meeting are given
below:
GENERAL MEETINGS
Votes For % Votes Against % TOTAL Votes cast as % of relevant shares in issue Votes Withheld Votes withheld as % of relevant shares in issue Result
Common business: Investec plc and Investec Limited
Ordinary Resolution
1. To approve: 741,761,295 100% 23,364 0.00% 741,784,659 73.70% 1,029,672 0.10% PASS
(i) the distribution of Ninety One Limited Shares to: (i) Investec Limited
Ordinary Shareholders on the Investec Limited Register at the Distribution
Record Time; and (ii) via the Investec SA DAS Share, Investec plc Ordinary
Shareholders on the Investec plc SA Register at the Distribution Record Time;
and
(ii) the authorisation of the directors to take all such action as they may
consider necessary or appropriate to carry out the Proposals into effect.
Special business: Investec plc and Investec Limited
Special Resolutions
2. To approve, subject to the passing of Resolution (1): Shareholders of Investec plc
(i) the amendments to the Investec DAT Deeds; and
(ii) the authorisation of the directors to take all such action as they may
consider necessary or appropriate to carry out the Proposals into effect.
485,174,096 100% 17,840 0.00% 485,191,936 69.70% 1,007,402 0.14% PASS
Sharehold
ers of
Investec
Limited
256,579,760 100% 5,116 0.00% 256,584,876 82.66% 30,147 0.01% PASS
Special business: Investec plc
Special Resolution (Investec plc)
Ordinary Resolution with a 75% majority (Investec Limited)
3. To approve, subject to the passing of Resolutions (1) and (2): 741,817,633 99.99% 40,696 0.01% 741,858,329 73.71% 1,031,315 0.10% PASS
(i) that with effect from the Scheme Effective Time, the reduction of
the share premium account of Investec plc by £251,000,000 and the part
repayment in specie by Investec plc transferring such number of Ninety One plc
Shares to the UK Register Scheme Shareholders as is equal to 0.13751 Ninety
One plc Shares for each UK Register Scheme Share with the balance being
retained by Investec plc;
(ii) the authorisation of the directors to take the necessary actions to
carry the Scheme into effect; and
(iii) the amendments to the Investec plc Articles of Association, necessary to
carry the Scheme into effect.
COURT MEETING
The voting on the resolution to approve the Scheme was taken on a poll and the
results were as follows:
Number of Scheme Shareholders voting: For: 475 97.54% Against: 12
2.46% Withheld: N/A
Number of votes: For: 561,009,210 99.95% Against: 254,153 0.05%
Withheld: N/A
Percentage of eligible Scheme Shares voted: For: 80.60% Against: 0.04%
Withheld: N/A
Completion of the Distribution remains subject to the satisfaction or waiver
of the other conditions set out in the Scheme Circular, including (but not
limited to) the Court sanctioning the Scheme, and confirming the associated
reduction of capital, at the Court hearing which is expected to take place on
19 May 2022. Subject to the fulfilment of such conditions, the Scheme is
expected to become effective on 30 May 2022.
If the Scheme becomes effective, it is expected that on 31 May 2022:
· Ninety One plc Shares will be distributed to
Investec plc Ordinary Shareholders on the UK Register;
· Ninety One Limited Shares will be distributed to
Investec plc Ordinary Shareholders on the SA Register; and
· Ninety One Limited Shares will be distributed to
Investec Limited Shareholders.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time (London time/Johannesburg time) and/or date
Scheme Court Hearing to sanction the Scheme and confirm the Investec plc
reduction of capital required to effect the UK Distribution
Thursday, 19 May 2022
Announcement expected to be released on SENS and RNS regarding finalisation
As soon as possible after 8.00 a.m. (London time)/9.00 a.m. (Johannesburg
time) on Friday, 20 May 2022
Last date for transfers between the Investec plc Registers by Investec plc
Ordinary Shareholders prior to the UK Distribution Effective Time
Tuesday, 24 May 2022
Last date for transfers between the Investec Limited Registers by Investec
Limited Ordinary Shareholders prior to the SA Distribution Effective Time
Tuesday, 24 May 2022
Last day to trade on the Investec plc SA Register for Investec plc Ordinary
Shareholders that hold Investec plc Ordinary Shares through a CSDP in order to
participate in the UK Distribution(1)
Wednesday, 25 May 2022
Last day to trade on the Investec Limited SA Register for Investec Limited
Ordinary Shareholders that hold Investec Limited Ordinary Shares through a
CSDP in order to participate in the SA Distribution(2)
Wednesday, 25 May 2022
Investec plc Ordinary Shares on the Investec plc SA Thursday, 26 May 2022
Register trade "ex" 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
Limited SA Register to receive the Ninety One Limited Shares pursuant to the
SA Distribution(3)
Thursday, 26 May 2022
Investec plc Ordinary Shares on the Investec plc UK Register trade "ex" Friday, 27 May 2022
entitlement on the Investec plc UK 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 2022
Record date for Johannesburg Stock Exchange settlement purposes Monday, 30 May 2022
Distribution Record Time(4) 6.30 p.m. (London time)/7.30 p.m. (Johannesburg time) on Monday, 30 May 2022
UK Distribution Effective Time 7.00 p.m. (London time)/8.00 p.m. (Johannesburg time) on Monday, 30 May 2022
SA Distribution Effective Time 7.00 p.m. (London time)/8.00 p.m. (Johannesburg time) on Monday, 30 May 2022
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 2022
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 2022
Transfers between the Investec plc Registers by Investec plc Ordinary
Shareholders re-opened
Wednesday, 1 June 2022
Transfers between the Investec Limited Registers by Investec Limited Ordinary
Shareholders re-opened
Wednesday, 1 June 2022
Crediting fractional entitlement payments to CREST accounts Wednesday, 1 June 2022
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 2022
Despatch of share certificates for certificated Ninety One Shares As soon as practicable after
Wednesday, 1 June 2022
Comments to salient dates:
· The expected dates and times listed above may be subject to
change.
· The expected timetable of principal events has been approved by
the Johannesburg Stock Exchange.
Notes to the salient dates:
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.
Other information:
As at the UK Voting Record Time, Investec plc's issued capital consists of
696,082,618 ordinary shares of GBP0.0002 each. As at the SA Voting Record Time
Investec Limited's issued capital consists of 310,407,870 ordinary shares of
ZAR0.0002 each. In accordance with the dual listed companies' structure, the
aggregate number of voting rights which may be exercised at the General
Meetings on Investec Joint Electorate Actions was 1,006,490,488. The aggregate
number of Investec plc ordinary shares which may be exercised at the Investec
plc General Meeting on an Investec Class Rights Action and at the Court
Meeting was 696,082,618. The aggregate number of Investec Limited ordinary
shares which may be exercised at the Investec Limited General Meeting on an
Investec Class Rights Action was 310,407,870.
Votes withheld are not votes in law and have not been counted in the
calculation of the proportion of votes 'for' or 'against' a resolution. Proxy
appointments which gave discretion to the Chairman have been included in the
'for' total.
A copy of the special resolutions passed at the Investec plc General Meeting
has been submitted to the Financial Conduct Authority and will shortly be
available for inspection on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Johannesburg and London
Date: 28 April 2022
Sponsor: Investec Bank Limited
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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