Investec LimitedIncorporated in the Republic of South Africa Registration number 1925/002833/06 JSE share code: INL JSE hybrid code: INPR JSE debt code: INLV NSX share code: IVD BSE share code: INVESTEC ISIN: ZAE000081949 LEI: 213800CU7SM6O4UWOZ70
Investec plcIncorporated in England and Wales Registration number 3633621 LSE share code: INVP JSE share code: INP ISIN: GB00B17BBQ50 LEI: 2138007Z3U5GWDN3MY22
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))
RESULTS ANNOUNCEMENT IN RELATION TO TENDER OFFER
Investec plc announces results of its Tender Offer for its £350,000,000 2.625 per cent. Callable Fixed Rate Resettable Subordinated Notes due 2032
30 January 2026. Investec plc (the "Company") announces herein the results of its 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 was 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 was subject to the offer restrictions set out in the Tender Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offer has now passed. No further Notes can be tendered for purchase by the Company pursuant to the Offer.
Results of the Offer
The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 29 January 2026. As at the Expiration Deadline, £305,520,000 in aggregate principal amount of the Notes have been validly tendered for purchase pursuant to the Offer.
The Company announces that, conditional upon satisfaction or waiver of the New Financing Condition, it has decided to accept valid tenders of Notes pursuant to the Offer, with a Final Acceptance Amount equal to £294,220,000. All Tender Instructions will be accepted subject to a Scaling Factor of 99.90 per cent subject to adjustments, as applicable.
A summary of the results of the Offer appears below:
Description of the Notes
ISIN
Purchase Price[1]
Final Acceptance Amount
Aggregate principal amount of Notes outstanding after the Settlement Date
£350,000,000 2.625 per cent. Callable Fixed Rate Resettable Subordinated Notes due 2032
XS2393629311
98.85 per cent.
£294,220,000
£55,780,000
Subject to satisfaction or waiver of the New Financing Condition on or prior to such date, settlement of the purchase of the relevant Notes pursuant to the Offer is expected to take place on 2 February 2026.
Dealer Managers
Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB Telephone: +44 20 7986 8969 Email: liabilitymanagement.europe@citi.com Attention: Liability Management Group
Lloyds Bank Corporate Markets plc 33 Old Broad Street London EC2N 1HZ United Kingdom Telephone: +44 207 158 1726 Email:lbcmliabilitymanagement@lloydsbanking.com Attention: Liability Management Team
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. No offer or invitation to acquire any securities is being made pursuant to this announcement. 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.
Sponsor: Investec Bank Limited
[1] 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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