REG - Investec PLC - Tender Offer

InvestecAnnouncement

21/02/2024 09:45

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RNS Number : 9282D  Investec PLC  21 February 2024

 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" BELOW)

As part of the dual listed company structure, Investec plc and Investec
Limited notify both the London Stock Exchange and the JSE Limited of matters
which are required to be disclosed under the Listing Rules of the United
Kingdom Financial Conduct Authority and/or the JSE Listing Requirements.

21 February 2024

LAUNCH OF TENDER OFFER

Investec plc announces Tender Offer for its £250,000,000 Fixed Rate Reset
Perpetual Additional Tier 1 Write Down Capital Securities

Investec plc (the "Company") announces today an invitation to holders of its
£250,000,000 Fixed Rate Reset Perpetual Additional Tier 1 Write Down Capital
Securities (ISIN: XS1692045864) (the "Securities") to tender such Securities
for purchase by the Company for cash (the "Offer").

The Offer is being made on the terms and subject to the conditions (including,
without limitation, the New Financing Condition) contained in a tender offer
memorandum dated 21 February 2024 (the "Tender Offer Memorandum") prepared by
the Company and is subject to the offer restrictions set out below and as more
fully described in the Tender Offer Memorandum.

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.

Rationale for the Offer

The Offer and the proposed issue of Sterling-denominated Fixed Rate Reset
Perpetual Additional Tier 1 Write Down Capital Securities (the "New
Securities") are part of the Group's active management of its debt profile and
capital base. The net proceeds of the issue of the New Securities will be used
for general corporate purposes of the Group (which may include, without
limitation, financing the repurchase of some or all of the Securities pursuant
to the Offer).

Any Securities acquired by the Company pursuant to the Offer will be cancelled
and will not be re-issued or re-sold.

 

 

 

Summary of the Offer

 Description of the Securities                                               ISIN          Outstanding principal amount  Optional Redemption Date and First Reset Date 1  (#_ftn1)  Coupon to First Reset Date1  Purchase Price

                                                                                                                                                                                                                                  Amount subject to the Offer
 Fixed Rate Reset Perpetual Additional Tier 1 Write Down Capital Securities  XS1692045864  £250,000,000                  5 December 2024                                            6.75 per cent. per annum     99.00 per cent.  Any and all

 

Details of the Offer

Purchase Price and Accrued Interest Payment

Subject to the satisfaction or waiver of the New Financing Condition (as
defined below), the Company will, on the Settlement Date, pay for any
Securities validly tendered and accepted for purchase by it pursuant to the
Offer a cash purchase price for such Securities (the "Purchase Price") equal
to 99.00 per cent. of the principal amount of the relevant Securities. The
Company will also pay an Accrued Interest Payment in respect of any Securities
accepted for purchase pursuant to the Offer.

New Financing Condition; No Obligation to accept tenders

The Company announced today its intention to issue the New Securities, subject
to market conditions.

The Company is not under any obligation to accept any tender of Securities for
purchase pursuant to the Offer. The acceptance for purchase by the Company of
Securities tendered pursuant to the Offer is at the sole and absolute
discretion of the Company and tenders may be rejected by the Company for any
reason.

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

Any acceptance by the Company prior to satisfaction of the New Financing
Condition of Securities tendered for purchase in the Offer shall be
conditional upon satisfaction or waiver of the New Financing Condition.

The Company reserves the right at any time to waive any or all of the
conditions of the Offer (including the New Financing Condition) as set out in
the Tender Offer Memorandum.

Any investment decision to purchase any New Securities should be made solely
on the basis of the information contained in the Prospectus and no reliance is
to be placed on any representations other than those contained in the
Prospectus. Subject to compliance with all applicable securities laws and
regulations, a preliminary version of the Prospectus dated the date of the
Tender Offer Memorandum (the "Preliminary Prospectus") is available from the
Dealer Managers, in their capacity as joint lead managers of the issue of the
New Securities (the "Joint Lead Managers"), on request. Holders who may wish
to subscribe for New Securities should carefully consider all of the
information in the Preliminary Prospectus and (once published) the Prospectus,
including (but not limited to) the risk factors therein.

The New Securities are not being, and will not be, offered or sold in the
United States. Nothing in this announcement or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy the New
Securities in the United States or any other jurisdiction. Securities may not
be offered, sold or delivered in the United States absent registration under,
or an exemption from the registration requirements of the United States
Securities Act of 1933, as amended (the "Securities Act").

The New Securities have not been, and will not be, registered under the
Securities Act or the securities laws of any state or other jurisdiction of
the United States, and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the Securities Act).

The New Securities are complex financial instruments and are not a suitable or
appropriate investment for all investors. In some jurisdictions, regulatory
authorities have adopted or published laws, regulations or guidance with
respect to the offer or sale of securities such as the New Securities to
retail investors. Potential investors in the New Securities should inform
themselves of, and comply with, any applicable laws, regulations or regulatory
guidance with respect to any resale of the New Securities (or any beneficial
interests therein).

The New Securities have and shall only be offered in conformity with the
provisions of the Prospectus and the selling restrictions and, if applicable,
the exemption wording, contained therein. The ability to purchase New
Securities is subject to all applicable securities laws and regulations in
force in any relevant jurisdiction (including the jurisdiction of the relevant
Holder and the selling restrictions and, if applicable, the exemption wording,
that will be set out in the Prospectus). It is the sole responsibility of each
Holder to satisfy itself that it is eligible to purchase the New Securities.

No action has been or will be taken in any jurisdiction in relation to the New
Securities to permit a public offering of securities. UK MiFIR
professionals/ECPs-only - Manufacturer target market (UK MiFIR product
governance) is eligible counterparties and professional clients only (all
distribution channels). No EU PRIIPs or UK PRIIPs key information document has
been prepared as not available to retail in EEA or the UK, as applicable. No
sales to retail clients (as defined in COBS 3.4) in the UK (as further
discussed in the Tender Offer Memorandum).

New Securities Priority Allocation

The Company will, in connection with the allocation of the New Securities,
consider among other factors whether or not the relevant investor seeking an
allocation of the New Securities has - prior to pricing and allocation of the
New Securities - validly tendered or indicated its firm intention to any of
the Dealer Managers to tender their Securities (and the principal amount of
Securities such investor has tendered or intends to tender) and to any of the
Dealer Managers (in its capacity as a Joint Lead Manager) to subscribe for New
Securities. Therefore, a Holder that wishes to subscribe for New Securities in
addition to validly tendering Securities for purchase pursuant to the Offer
may, at the sole and absolute discretion of the Company, receive priority in
the allocation of the New Securities, subject to the terms set out in the
Tender Offer Memorandum, the satisfaction or waiver of the New Financing
Condition and such Holder also making a separate application for the purchase
of such New Securities to a Dealer Manager (in its capacity as Joint Lead
Manager) in accordance with the standard new issue procedures of such manager.
However the Company is not obliged to allocate the New Securities to a Holder
who has validly tendered or indicated a firm intention to tender Securities
pursuant to the Offer; and if New Securities are allocated to a Holder the
principal amount thereof may be less (or more) than the aggregate principal
amount of the Securities validly tendered by such Holder in the Offer and
accepted for purchase by the Company. Any such priority allocation will also
take into account (among other factors) the denominations of the New
Securities, being a minimum of £200,000 and integral multiples of £1,000 in
excess thereof. To contact the Dealer Managers, Holders should use the contact
details below.

All allocations of the New Securities, while being considered by the Company
as set out above, will be made in accordance with customary new issue
allocation processes and procedures in the sole and absolute discretion of the
Company. In the event that a Holder validly tenders Securities pursuant to the
Offer, such Securities will remain subject to such tender and the conditions
of the Offer as set out in the Tender Offer Memorandum irrespective of whether
that Holder receives all, part or none of any allocation of New Securities for
which it has applied.

Existing Holders should note that the pricing and allocation of the New
Securities are expected to take place prior to the Expiration Deadline for the
Offer, and any Holder who wishes to subscribe for New Securities in addition
to tendering their Securities for purchase pursuant to the Offer should
therefore provide, as soon as practicable, to the Company or any Dealer
Manager an indication of its firm intention to tender their Securities for
purchase and the principal amount of the Securities that it intends to tender
pursuant to the Offer.

Any and All Offer

If the Company decides to accept any Securities for purchase, subject to
satisfaction or waiver of the New Financing Condition on or prior to the
Settlement Date, the Company intends to accept for purchase pursuant to the
Offer all validly tendered Securities in full, with no pro rata scaling (the
final amount accepted for purchase pursuant to the Offer being the "Final
Acceptance Amount").

Indicative Offer Timetable

 Events                                                                             Date and time

(all times are London time)
 Commencement of the Offer

 Announcement of the Offer and intention of the Company to issue the New            21 February 2024
 Securities. Tender Offer Memorandum available from the Tender Agent.
 Pricing of the New Securities                                                      Expected to be prior to the Expiration Deadline

 Expected pricing of the New Securities.
 Expiration Deadline

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in     4.00 p.m. (London time) on
 order for Holders to be able to participate in the Offer.                          28 February 2024
 Results Announcement

 Announcement by the Company of whether it will accept (conditional upon            As soon as reasonably practicable on the Business Day following the Expiration
 satisfaction of the New Financing Condition on or prior to the Settlement          Deadline
 Date) valid tenders of Securities for purchase pursuant to the Offer and, if
 so accepted (i) the Final Acceptance Amount, (ii) the expected Settlement Date
 and (iii) the aggregate principal amount of Securities that will remain
 outstanding after the Settlement Date (if any).
 Settlement Date

 Subject to satisfaction or waiver of the New Financing Condition, payment of       Expected to be on or around
 the Purchase Price and Accrued Interest Payment for any Securities accepted
1 March 2024
 for purchase and settlement of such purchases.

 

The above dates and times are subject, where applicable, to the right of the
Company to extend, re-open, amend, waive any condition of and/or terminate the
Offer. Holders are advised to check with any bank, securities broker or other
intermediary through which they hold Securities whether such intermediary
would require to receive instructions to participate in the Offer before the
deadlines specified above. The deadlines set by each Clearing System and
instructions for the submission of Tender Instructions will also be earlier
than the relevant deadlines above.

Holders 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, J.P. Morgan Securities and Lloyds Bank
Corporate Markets 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                              J.P. Morgan Securities plc

 Citigroup Centre                                              25 Bank Street

 33 Canada Square                                              Canary Wharf

 Canary Wharf                                                  London E14 5JP

 London E14 5LB

                                                               Telephone: +44 20 7134 2468

 Telephone: +44 20 7986 8969                                   Email: liability_management_EMEA@jpmorgan.com

 Email: liabilitymanagement.europe@citi.com                    Attention: EMEA Liability Management Group

 Attention: Liability Management Group

 Lloyds Bank Corporate Markets plc

 10 Gresham Street

 London EC2V 7AE

 Telephone: +44 207 158 1726 / 3939

 Email: lbcmliability.management@lloydsbanking.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 Shard

 32 London Bridge Street

 London SE1 9SG

 Attention: Owen Morris

 Telephone: +44 20 7704 0880

 Email: 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 Holder 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
Securities 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
Securities 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 Holder 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 Holders either
as a class or as individuals, and none of them makes any recommendation as to
whether Holders should tender Securities 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 Holders with any legal,
business, tax or other advice in this announcement and/or the Tender Offer
Memorandum. Holders 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 Securities for cash.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in the Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or to
participate in the Offer under applicable securities laws. The distribution of
this announcement and the Tender Offer Memorandum in certain jurisdictions may
be restricted by law. Persons into whose possession this announcement and/or
the Tender Offer Memorandum come(s) are required by each of the Company, the
Dealer Managers and the Tender Agent to inform themselves about, and to
observe, any such restrictions. Neither this announcement nor the Tender Offer
Memorandum constitutes an offer to buy or a solicitation of an offer to sell
the Securities (and tenders of Securities in the Offer will not be accepted
from Holders) in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer and any Dealer
Manager or any of their respective affiliates is such a licensed broker or
dealer in any such jurisdiction, the Offer shall be deemed to be made by such
Dealer Manager or such affiliate, as the case may be, on behalf of the Company
in such jurisdiction.

Nothing in this announcement nor the Tender Offer Memorandum or the electronic
transmission thereof constitutes an offer to sell or the solicitation of an
offer to buy the New Securities in the United States or any other
jurisdiction.

United States

The Offer is not being made, and will not be made, directly or indirectly in
or into, or by use of the mail of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national
securities exchange of, the United States. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication. The Securities may not be
tendered in the Offer by any such use, means, instrumentality or facility from
or within the United States or by persons located or resident in the United
States. Accordingly, copies of this announcement, the Tender Offer Memorandum
and any other documents or materials relating to the Offer are not being, and
must not be, directly or indirectly mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by custodians,
nominees or trustees) in or into the United States or to any persons located
or resident in the United States. Any purported tender of Securities in the
Offer resulting directly or indirectly from a violation of these restrictions
will be invalid and any purported tender of Securities made by, or by any
person acting for the account or benefit of, a person located in the United
States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the
United States will be invalid and will not be accepted. The New Securities
have not been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States, and
may not be offered, sold or delivered, directly or indirectly, in the United
States or to, or for the account or benefit of, U.S. persons.

Each Holder participating in the Offer will represent that it is not located
in the United States and is not participating in such Offer from the United
States, or it is acting on a non-discretionary basis for a principal located
outside the United States that is not giving an order to participate in such
Offer from the United States. For the purposes of this and the above
paragraph, United States means the United States of America, its territories
and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer in respect of the
Securities is not being made and such documents and/or materials have not been
approved by an authorised person for the purposes of section 21 of the
Financial Services and Markets Act 2000, as amended. Accordingly, such
documents and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom, and are only for
circulation to persons outside the United Kingdom or to persons within the
United Kingdom falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order")), or within Article 43(2) of
the Order, or within Article 49(2)(a) to (d) of the Order, or to other persons
to whom it may lawfully be communicated in accordance with the Order.

France

The Offer is not being made, directly or indirectly, in the Republic of France
("France") other than to qualified investors (investisseurs qualifiés) as
defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended). None of
this announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Offer have been or shall be distributed in France
other than to qualified investors (investisseurs qualifiés) and only
qualified investors (investisseurs qualifiés) are eligible to participate in
the Offer. This announcement, the Tender Offer Memorandum and any other
document or material relating to the Offer have not been and will not be
submitted for clearance to nor approved by the Autorité des marchés
financiers.

Italy

None of this announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Offer have been or will be submitted to the
clearance procedure of the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to Italian laws and regulations.

The Offer is being carried out in the Republic of Italy as an exempted offer
pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of 24 February 1998, as amended (the "Financial Services Act") and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended
(the "Issuers' Regulation"). The Offer is also being carried out in compliance
with article 35-bis, paragraph 7 of the Issuers' Regulation.

A Holder located in the Republic of Italy can tender Securities through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic of Italy
in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of
15 February 2018, as amended from time to time, and Legislative Decree No. 385
of 1 September, 1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other Italian
authority.

Each intermediary must comply with all applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Securities or the Offer.

 

Date: 21 February 2024

Sponsor: Investec Bank Limited

 1  On 5 December 2024, the interest rate will reset and the Securities will
bear interest at a rate which is the aggregate of the applicable gilt rate and
a margin of +5.749 per cent. per annum.

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