REG - Investec PLC - Tender Offer
22/01/2026 09:30
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RNS Number : 9538P Investec PLC 22 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" BELOW)
LAUNCH OF TENDER OFFER
Investec plc announces Tender Offer for its £350,000,000 2.625 per cent.
Callable Fixed Rate Resettable Subordinated Notes due 2032
22 January 2026. Investec plc (the "Company") announces today an invitation 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 Offer is being made on the terms and subject to the conditions contained
in a tender offer memorandum dated 22 January 2026 (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 the New Notes are part of the Group's
proactive management and optimisation of its debt profile and capital base.
Any Notes acquired by the Company pursuant to the Offer will be cancelled and
will not be re-issued or re-sold.
Summary of the Offer
A summary of certain of the terms of the Offer appears below:
Description of the Notes ISIN Outstanding principal amount First Optional Redemption Date 1 First Resettable Note Reset Date 2 Purchase Price 3 Maximum Acceptance Amount
Maturity Date
£350,000,000 2.625 per cent. Callable Fixed Rate Resettable Subordinated XS2393629311 £350,000,000 4 October 2026 4 January 2027 4 January 2032 98.85 per cent. Subject as set out in the Tender Offer Memorandum, a maximum aggregate
Notes due 2032 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
Details of the Offer
Relevant Supervisory Consent
The Company has obtained Relevant Supervisory Consent (as defined in the terms
and conditions of the Notes). Any repurchase of the Notes pursuant to the
Offer will be made in compliance with the requirements set out in the terms
and conditions of the Notes (and, in particular, Condition 5(k)(Supervisory
Consent) of such terms and conditions).
Purchase Price and Accrued Interest Payment
Subject to the satisfaction or waiver of the New Financing Condition (as
defined below), in respect of the Notes, the Company will, on the Settlement
Date, pay for the Notes validly tendered and accepted for purchase by it
pursuant to the Offer a cash purchase price for such Notes equal to 98.85 per
cent. of the principal amount of the relevant Notes. In addition to the
Purchase Price, the Company will also pay an Accrued Interest Payment in
respect of all Notes purchased pursuant to the Offer. The Accrued Interest
Payment shall be payable by the Company as part of the consideration under the
Offer and is not, for the avoidance of doubt, a payment pursuant to the terms
of the Notes.
Final Acceptance Amount and Scaling
If the Company decides to accept any Notes 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 any validly tendered Notes up to the Maximum Acceptance Amount (the
final amount accepted for purchase pursuant to the Offer being the "Final
Acceptance Amount"). The Company intends to announce the Maximum Acceptance
Amount as soon as practicable following the pricing of the New Notes.
If the Company accepts any Notes for purchase pursuant to the Offer and the
aggregate principal amount of Notes validly tendered is greater than the Final
Acceptance Amount, the Company intends to accept such Notes for purchase on a
pro rata basis such that the aggregate principal amount of such Notes accepted
for purchase is no greater than the Final Acceptance Amount, as more fully
described in the Tender Offer Memorandum.
New Financing Condition; No Obligation to accept Tenders
The Company is today announcing its intention to issue Sterling-denominated
Callable Fixed Rate Resettable Subordinated Notes (the "New Notes"), subject
to market conditions.
The Company is not under any obligation to accept any tender of Notes for
purchase pursuant to the Offer. The acceptance for purchase by the Company of
Notes 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 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").
Any acceptance by the Company prior to satisfaction of the New Financing
Condition of Notes tendered for purchase in the Offer shall be conditional
upon satisfaction or waiver of the New Financing Condition on or prior to the
Settlement Date.
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.
Neither the Tender Offer Memorandum nor this announcement constitutes an offer
to buy or sell, or a solicitation of an offer to sell or buy, any New Notes
(and tenders of Notes for purchase pursuant to the Offer will not be accepted
from Holders) in any circumstances in which such offer or solicitation is
unlawful. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer and any of the
Dealer Managers or any of their respective affiliates is such a licensed
broker or dealer in such jurisdiction, the Offer shall be deemed to be made by
such Dealer Manager or affiliate, as the case may be, on behalf of the Company
in such jurisdiction.
Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in (i) the Base Prospectus dated 12 January
2026 prepared in connection with the £6,000,000,000 Euro Medium Term Note
Programme of the Company and (ii) the final terms to be prepared in connection
with the New Notes and no reliance is to be placed on any representations
other than those contained in the Base Prospectus. Subject to compliance with
all applicable securities laws and regulations, a copy of the Base Prospectus
is available from the Dealer Managers, in their capacity as joint lead
managers of the issue of the New Notes, on request. Noteholders who may wish
to subscribe for New Notes should carefully consider all of the information in
the Base Prospectus, including (but not limited to) the risk factors therein.
For the avoidance of doubt, the ability to purchase New Notes is subject to
all applicable securities laws and regulations in force in any relevant
jurisdiction (including the jurisdiction of the relevant Noteholder and the
selling restrictions that are set out in the Base Prospectus). It is the sole
responsibility of each Noteholder to satisfy itself that it is eligible to
purchase the New Notes.
The New Notes 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
Notes 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 Notes 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 Notes 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 with features similar to the New
Notes to retail investors.
No action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities.
The target market for the New Notes is "eligible counterparties" as defined in
COBS and "professional clients", as defined in Regulation (EU) No. 600/2014 as
it forms part of domestic law of the United Kingdom by virtue of UK MiFIR. No
action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities. Furthermore, no key
information document required by the EU PRIIPs Regulation or the UK PRIIPs
Regulation for offering or selling the New Notes or otherwise making them
available to retail investors in the EEA or the UK has been (or is intended to
be) prepared and therefore offering or selling the New Notes or otherwise
making them available to any retail investor in the EEA or the UK may be
unlawful under the EU PRIIPs Regulation or the UK PRIIPs Regulation (as
applicable).
New Notes Priority Allocation
The Company will, in connection with the allocation of the New Notes, consider
among other factors whether or not the relevant investor seeking an allocation
of the New Notes has - prior to pricing and allocation of the New Notes -
validly tendered or indicated its firm intention to any of the Dealer Managers
to tender the Notes (and the principal amount of Notes such investor has
tendered or intends to tender) and has made a separate application to any of
the Dealer Managers (in its capacity as a joint lead manager of the New Notes)
to subscribe for New Notes as detailed below. Therefore, a Noteholder that
wishes to subscribe for New Notes in addition to validly tendering Notes for
purchase pursuant to the Offer may, at the sole and absolute discretion of the
Company, receive priority in the allocation of the New Notes, subject to the
terms set out in the Tender Offer Memorandum, the satisfaction or waiver of
the New Financing Condition and such Noteholder also making a separate
application for the purchase of such New Notes to a Dealer Manager (in its
capacity as joint lead manager) in accordance with the standard new issue
procedures of such joint lead manager. However, the Company is not obliged to
allocate the New Notes to a Noteholder who has validly tendered or indicated a
firm intention to tender Notes pursuant to an Offer; and if New Notes are
allocated to a Noteholder, the principal amount thereof may be less (or more)
than the aggregate principal amount of the Notes validly tendered by such
Noteholder in the Offer and accepted for purchase by the Company. Any such
priority allocation will also take into account (among other factors) the
minimum denomination of the New Notes, being £100,000 and integral multiples
of £1,000 in excess thereof. To contact the Dealer Managers, Noteholders
should use the contact details on the last page of the Tender Offer
Memorandum.
All allocations of the New Notes, 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 Noteholder validly tenders Notes pursuant to the Offer,
such Notes will remain subject to such tender and the conditions of the Offer
as set out in the Tender Offer Memorandum irrespective of whether that
Noteholder receives all, part or none of any allocation of New Notes for which
it has applied.
Existing Noteholders should note that the pricing and allocation of the New
Notes are expected to take place prior to the Expiration Deadline for the
Offer, and any Noteholder who wishes to subscribe for New Notes in addition to
tendering their Notes for purchase pursuant to the Offer should therefore
provide, as soon as practicable, to any Dealer Manager an indication of its
firm intention to tender their Notes for purchase and the principal amount of
the Notes that it intends to tender pursuant to the Offer.
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 Notes. 22 January 2026
Tender Offer Memorandum available from the Tender Agent.
Pricing of the New Notes Expected to be prior to the Expiration Deadline
Expected pricing of the New Notes and announcement of the Maximum Acceptance
Amount by the Company.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender Agent in 4.00 p.m. (London time) on
order for Noteholders to be able to participate in the Offer. 29 January 2026
Results Announcement
Announcement by the Company of whether it will accept valid tenders of Notes As soon as reasonably practicable on the Business Day following the Expiration
pursuant to the Offer (conditional upon satisfaction or waiver of the New Deadline
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).
New Issue Settlement Date Expected to be
Subject to the agreement of the Company to issue the New Notes and the 30 January 2026
satisfaction of customary conditions precedent to an issue of euromarket debt
securities, the settlement date for the issue of the New Notes.
Settlement Date
Subject to satisfaction or waiver of the New Financing Condition, payment of Expected to be
the Purchase Price and Accrued Interest Payment for any Notes accepted for
2 February 2026
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. Noteholders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes 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.
Unless stated otherwise, announcements relating to the Offer will be made: (i)
by the delivery of notices to the Clearing Systems for communication to Direct
Participants; and (ii) via an RIS. Such announcements may also be made by the
issue of a press release to a Notifying News Service and may also be found on
the relevant Informa Global Markets "IGM Screen Insider" service and on the
Offer Website. Copies of all announcements, notices and press releases can
also be obtained from the Tender Agent, the contact details for which are
below. Significant delays may be experienced where notices are delivered to
the Clearing Systems and Noteholders are urged to contact the Tender Agent for
the relevant announcements during the course of the Offer. In addition,
Noteholders may contact the Dealer Managers for information using the contact
details below.
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
33 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
Email: 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
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
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.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in the Offer in any jurisdiction or circumstances 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 Notes (and tenders of Notes in the Offer
will not be accepted from Noteholders) 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 either 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 Notes 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 Notes 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 Notes in the Offer resulting directly
or indirectly from a violation of these restrictions will be invalid and any
purported tender of Notes 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 Notes 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 Noteholder 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 Notes 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 they 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
referred to in Article L.411-2 1° of the French Code Monétaire et Financier
and 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 Noteholder located in the Republic of Italy can tender Notes 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
Notes or the Offer.
Eligibility and availability of the New Notes
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET
MARKET - Solely for the purposes of each manufacturer's product approval
process, the target market assessment in respect of the New Notes described in
the Tender Offer Memorandum has led to the conclusion that: (i) the target
market for the New Notes is only eligible counterparties, and professional
clients, as defined in Regulation (EU) No 600/2014 as it forms part of the
domestic law of the United Kingdom by virtue of the EUWA ("UK MiFIR"); and
(ii) all channels for distribution of the New Notes to such eligible
counterparties and professional clients are appropriate. Any distributor
should take into consideration the manufacturers' target market assessment;
however, a distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is
responsible for undertaking its own target market assessment in respect of the
New Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The New Notes are not intended
to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European
Economic Area ("EEA"). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in MiFID II; or (ii) a
customer within the meaning of Directive (EU) 2016/97 (the "Insurance
Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently no key information document required by Regulation (EU) No
1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the
New Notes or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the New Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under
the EU PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The New Notes are not intended
to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the United Kingdom
("UK"). For these purposes, a "retail investor" means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law of the United
Kingdom by virtue of the EUWA; or (ii) a customer within the meaning of the
provisions of the FSMA and any rules or regulations made under the Financial
Services and Markets Act 2000 (the "FSMA") to implement the Insurance
Distribution Directive, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of UK MiFIR.
Consequently no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the New Notes or otherwise making
them available to retail investors in the UK has been prepared and therefore
offering or selling the New Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
LEI: 2138007Z3U5GWDN3MY22
Sponsor: Investec Bank Limited
1 The Notes may be redeemed at the Company's option on any date from (and
including) 4 October 2026 to (and including) 4 January 2027 at their principal
amount plus accrued and unpaid interest.
2 On 4 January 2027, the interest rate will reset and the Notes will bear
interest at a rate which is the aggregate of the applicable Gilt Rate (as
defined in the terms and conditions of the Notes) and a margin of +2.05 per
cent. per annum.
3 Does not include an amount equal to the Accrued Interest Payment (as
defined in the Tender Offer Memorandum) that will also be paid in respect of
Notes which are validly tendered and accepted for purchase pursuant to the
Offer.
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AnnouncementREG-Form 8.5 (EPT/RI)-NCC Group plc
Announcement