NINETY ONE LIMITED - Ninety One Ltd and Ninety One plc - Confirmation of Intention to Float on the LSE and JSE

Ninety One Ltd and Ninety One plc - Confirmation of Intention to Float on the LSE and JSE

Ninety One Limited                                      Ninety One plc
(previously Investec Asset Management SA Group          (previously Investec Asset Management UK Group plc)
Limited)                                                Incorporated in England and Wales
Incorporated in the Republic of South Africa            Registration number 12245293
Registration number 2019/526481/06                      LEI: 549300G0TJCT3K15ZG14
LEI: 2138006NUUFPDXHSUP38                               LSE share code: N91
JSE share code: NY1                                     JSE share code: N91
ISIN: ZAE000282356                                      ISIN: GB00BJHPLV88


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

This announcement is an advertisement for the purposes of the Prospectus Rules of the Financial
Conduct Authority ("FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction,
including in or into the United States, Australia, Canada or Japan.

Neither this announcement, nor anything contained herein, nor anything contained in the Registration
Document referred to herein shall form the basis of, or be relied upon in connection with, any offer or
commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary
shares referred to in this announcement or the Registration Document except on the basis of the
information contained in a combined prospectus and pre-listing statement in its final form (the
"Prospectus"), including the risk factors set out therein, that may be published by Ninety One plc and
Ninety One Limited (together, "Ninety One" and together with their respective subsidiaries as at the
date of Admission (as defined below), the "Ninety One Group") in due course in connection with a
possible offer of shares in Ninety One and, in the case of Ninety One plc, (i) the possible admission of
its ordinary shares ("Ninety One plc Shares") to the premium listing segment of the Official List of the
FCA and to trading on the Main Market of the London Stock Exchange ("LSE"); and (ii) the possible
secondary inward listing and admission to trading of the Ninety One plc Shares on the Main Board of
the Johannesburg Stock Exchange ("JSE") and, in the case of Ninety One Limited, the possible primary
listing and admission to trading of its ordinary shares ("Ninety One Limited Shares" and together with
the Ninety One plc Shares, the "Ninety One Shares") on the Main Board of the JSE (“Admission”). A
copy of any Prospectus published by Ninety One will, if published, be available for inspection from the
registered office of Ninety One Limited, at the offices of Ninety One's solicitors and online at
www.investec.com/demerger and www.investecassetmanagement.com/disclosure (in each case,
subject to certain access restrictions).



17 February 2020

           Ninety One plc and Ninety One Limited (“Ninety One” or the “Companies”)

  Confirmation of Intention to Float on the London Stock Exchange and Johannesburg Stock
                                           Exchange

Ninety One (currently known as Investec Asset Management), the founder-led independent global asset
manager, today confirms its intention to proceed with an Initial Public Offering (the “IPO” or “Global
Offer”) of Ninety One Shares and announces certain details of the IPO.

The Intention to Float (“ITF”) follows the announcements by Investec plc and Investec Limited (together,
“Investec”) on 10 February 2020 regarding the successful outcome of the Investec shareholder vote to
proceed with the demerger and listing of Ninety One, and Investec’s announcements on 31 January
2020 regarding Ninety One’s Expected Intention to Float and release of a Ninety One plc registration
document (the “Registration Document”).




                                                    1
Hendrik du Toit, Investec Joint Chief Executive Officer and Ninety One Founder, commented:
“After 29 years as part of a diversified financial services group, this is an important event in our
development. This transaction strengthens our offering to clients as an independent specialist
investment manager. Combined with our unique ownership structure, this enhances our efforts to attract
and retain the very best talent. We believe this will benefit our shareholders.

“The dual-listing structure will acknowledge our South African roots, while the London listing positions
us for continued international growth.”


Transaction Overview

    -    The Global Offer will comprise up to approximately 10% of the combined total issued Ninety
         One Shares to be sold by Investec to new or existing institutional and certain other investors.
         The Companies will not receive any proceeds from the Global Offer. The net proceeds of the
         Global Offer will be retained by Investec.

    -    Ninety One staff (via an employee share ownership vehicle) intend to participate in the Global
         Offer alongside institutional investors.

    -    Following the demerger, the Ninety One plc Shares will be listed on the Main Market of the
         LSE, with a secondary inward listing on the Main Board of the JSE and the Ninety One Limited
         Shares will be listed on the Main Board of the JSE.

    -    Immediately following Admission, Ninety One intends to have a free float of 60-65% of Ninety
         One’s issued shares:

             o    approximately 55% of the combined total issued share capital of Ninety One will be
                  held by Investec plc and Investec Limited ordinary shareholders;

             o    approximately 15% of the combined total issued share capital of Ninety One will be
                  retained by Investec Group;

             o    approximately 20% of the combined total issued share capital of Ninety One will be
                  held by Ninety One staff (via an employee share ownership vehicle)1, preserving and
                  promoting the Companies’ high level of employee ownership, and creating a company
                  well-positioned to attract and retain the best talent; and

             o    approximately 10% of the combined total issued share capital of Ninety One will be
                  held by new or existing institutional and certain other investors, broadening the
                  Companies’ access to new capital.

    -    Ninety One expects that it would be eligible for inclusion in several equity indices, including the
         FTSE UK Index Series.

Overview of Ninety One

The Ninety One Group is a founder-led independent global asset manager, established in South Africa
in 1991 with £121 billion in assets under management, as at 30 September 2019. It primarily offers a
range of high-conviction, active strategies to its sophisticated global client base across the world.

The Ninety One Group’s investment proposition for clients centres on its range of differentiated
strategies managed by its specialist investment teams, providing access to a diverse range of asset
classes and regions globally.

Today, the Ninety One Group serves its client base via five regional teams (known as “Client Groups”)
– Africa, the United Kingdom, Asia Pacific, the Americas and Europe and across two distribution

1Subject to any participation by Ninety One staff (via an employee share ownership vehicle) in the Global Offer,
as referenced above and as will be further described in the Prospectus.

                                                        2
channels – Institutional and Advisor. Institutional clients include some of the world’s largest private and
public sector pension funds, sovereign wealth funds, insurers, corporates, foundations and central
banks, while Advisor clients include large retail groups, wealth managers, private banks and
intermediaries serving individual investors.

For the six months ended 30 September 2019, the Ninety One Group had net inflows of £3.2 billion and
operating profit before exceptional items of £97.3 million.

Key Strengths

    -   Unique employee ownership and culture: The Ninety One Group is built upon a foundation
        of entrepreneurship and continues to operate with a founder-owner mindset. In addition, certain
        senior management and key employees collectively have invested in the Ninety One business
        (via an employee share ownership vehicle) to acquire a shareholding of 20% (less one share)
        which may increase following the Global Offer as described above.

    -   Organically and sustainably-built: The Ninety One Group has established a long-term track
        record in growing assets under management in a largely organic manner and across market
        cycles. Its approach to growth has always emphasised sustainability, which it seeks to achieve
        by prioritising medium to long-term client demand rather than pursuing short-term trends in
        investment preferences.

    -   Distinctive specialist active strategies: The Ninety One Group has developed a
        differentiated and diversified set of sustainably-built active investment strategies with a long-
        term focus. These strategies have been developed organically and support a suite of
        investment solutions that appeal to sophisticated investors and meet long-term client demand
        for specialist and outcome-based products.

    -   Emerging market heritage underpins growth and credentials as an emerging markets
        investor: The Ninety One Group believes that its heritage provides it with an ideal position to
        help clients face the structural flow of capital from developed to emerging markets. In addition,
        it has deliberately developed a range of global investment capabilities and sought to diversify
        its client base, resulting in a diversified global business, with emerging markets remaining both
        an important investment strategy and a significant source of client assets.

    -   Superior global reach given scale: The Ninety One Group is geographically well-diversified,
        with increasing local penetration in its chosen markets. The business has grown in recent years,
        broadening its reach across markets worldwide while maintaining experienced and well-
        established local teams.

    -   Sophisticated Institutional and Advisor client base: Ninety One has built a diversified client
        base across its two core distribution channels, comprising Institutional clients, which accounted
        for 68% of assets under management, and Advisor clients, which accounted for 32% of assets
        under management, as at 30 September 2019. Deep-rooted relationships across this diverse
        client base support the continued growth of the Ninety One Group.

    -   Significant growth potential across existing investment strategies: The Ninety One Group
        anticipates continuing to leverage its existing investment strategies to meet the growing
        demand across its Institutional and Advisor relationships and to continue to support its diversity
        of revenues in the coming years.

    -   Attractive financial profile with track record of strong cash generation: The Ninety One
        Group has a long track record of profitable growth, driven by increases in assets under
        management and cost discipline.


Boards of Directors and Management
The Ninety One Boards include Gareth Penny as independent Non-Executive Chairman and Colin
Keogh as Senior Independent Director. The other independent non-executive directors on the Boards
are Busisiwe Mabuza, Idoya Basterrechea Aranda and Victoria Cochrane. Hendrik du Toit (who will

                                                    3
assume the role of Chief Executive Officer of Ninety One on 1 March 2020), Kim McFarland (Finance
Director of Ninety One) and Fani Titi (Joint CEO of Investec) complete the Ninety One Boards. More
information     about     the     Boards       of     Directors    is     available    online   at
https://www.investecassetmanagement.com/en/ninety-one-chooses-new-board-for-independence/.

Advisers
The following firms are acting for Investec and Ninety One:

    -    J.P. Morgan Securities plc ("J.P. Morgan Cazenove") as Sole Global Co-ordinator, Joint
         Bookrunner and UK Sponsor;
    -    Investec Bank plc ("Investec Bank") and Merrill Lynch International ("BofA Merrill Lynch") as
         Joint Bookrunners;
    -    J.P. Morgan Equities South Africa Proprietary Limited as JSE Sponsor ("J.P. Morgan South
         Africa"); and
    -    Fenchurch Advisory Partners LLP (“Fenchurch Advisory Partners”) as Financial Adviser and
         J.P. Morgan Cazenove as Financial Adviser to Investec in connection with the demerger.

References in this announcement to Investec Bank plc are to Investec Bank plc acting solely in its
capacity as Joint Bookrunner in connection with the Global Offer (and for the avoidance of doubt any
references to affiliates of a ‘Joint Bookrunner’ or a ‘Bank’ shall exclude Ninety One and the Ninety One
Group and Investec plc and Investec Limited).

Expected timetable of key events
The expected dates and times listed below may be subject to change.

 Event                                                         Time (London time) and date

 Publication of Prospectus                                     Monday, 2 March 2020
 Latest time and date for receipt of indications of            12:00 p.m. on Friday, 13 March 2020
 interest under the Global Offer
 Announcement of the number of shares to be sold               Monday, 16 March 2020
 pursuant to the Global Offer (the "Offer Shares") and
 the final offer price in respect of the Global Offer,
 publication of a pricing statement setting out such
 details and notification of allocations of Offer Shares
 Admission of the Ninety One plc Shares and the Ninety         7:00 a.m. on Monday, 16 March 2020
 One Limited Shares to the JSE and commencement of
 unconditional dealings in Ninety One plc Shares and
 Ninety One Limited Shares on the JSE

 Admission of the Ninety One plc Shares to the London          8:00 a.m. on Monday, 16 March 2020
 Stock Exchange and commencement of unconditional
 dealings in Ninety One plc Shares on the London
 Stock Exchange

 Crediting of Ninety One plc Shares to CREST                   As soon as possible after 8:00 a.m. on
 accounts                                                      Monday, 16 March 2020
 Crediting of Ninety One plc Shares and Ninety One             Thursday, 19 March 2020
 Limited Shares and fractional entitlement to CSDP or
 broker accounts in the Strate System
 Despatch of definitive share certificates (where              By Friday, 20 March 2020
 applicable)



Enquiries

Investor Relations
Ninety One Investor Relations
Varuni Dharma
varuni.dharma@investecmail.com

                                                           4
+44 (0) 203 938 2486

Sole Global Co-Ordinator, Joint Bookrunner, UK
Sponsor
J.P. Morgan Cazenove
+44 (0) 207 742 4000

JSE Sponsor
J.P. Morgan Equities South Africa (Pty) Ltd
+27 (0) 115 070 300

Joint Bookrunners
Investec Bank
+44 (0) 207 597 5970/ +27 11 286 7000
BofA Merrill Lynch
+44 (0) 207 628 1000

Financial Adviser to Investec (in connection with the demerger)
J.P. Morgan Cazenove
+44 (0) 207 742 4000

Financial Adviser
Fenchurch Advisory Partners
+44 (0) 207 382 2222


Media Enquiries
Ninety One PR Advisers
FTI Consulting (UK)
Neil Doyle
+44 (0) 20 3727 1141 | +44 (0) 7771 978 220
neil.doyle@fticonsulting.com

Fletcher Advisory (South Africa)
Daniel Thole
+27 (0) 61 400 2939
daniel@fletcheradvisory.com



FORWARD-LOOKING STATEMENTS

This announcement may include statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-
looking statements may and often do differ materially from actual results. Any forward-looking
statements reflect Ninety One's current view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and assumptions relating to the Ninety One
Group's business, results of operations, financial position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are made.

Ninety One and J.P. Morgan Cazenove, BofA Merrill Lynch, Investec Bank, J.P. Morgan South Africa
and Fenchurch Advisory Partners (together, the "Banks") 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 whether as a result of
new information, future developments or otherwise.

IMPORTANT INFORMATION


                                                    5
The contents of this announcement, which has been prepared by and is the sole responsibility of Ninety
One plc and Ninety One Limited, has been approved by Fenchurch Advisory Partners solely for the
purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

The information contained in this announcement is for background purposes only and does not purport
to be full or complete. No reliance may be placed by any person for any purpose on the information
contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the District of Columbia), Australia,
Canada or Japan or any other jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction . The distribution of this announcement may be restricted by law and persons
into whose possession any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or solicitation to purchase or
subscribe for, or otherwise invest in, securities in the United States, Australia, Canada or Japan. The
Ninety One Shares referred to herein have not been, and will not be, registered under the United States
Securities Act of 1933 (the "Securities Act"). The Ninety One Shares may not be offered or sold in the
United States except pursuant to an exemption from or in a transaction not subject to the registration
requirements of the Securities Act. There will be no public offer of securities in the United States.

In any member state of the European Economic Area ("EEA") and the United Kingdom, this
announcement and any offer if made subsequently is, and will be, directed only at persons who are
"qualified investors" within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129).

This announcement does not constitute or form a part of any offer or solicitation or advertisement to
purchase and/or subscribe for securities in South Africa, including an offer to the public for the sale of,
or subscription for, or the solicitation or advertisement of an offer to buy and/or subscribe for, shares as
defined in the South African Companies Act, No. 71 of 2008 (as amended) or otherwise (the “SA
Companies Act”) and will not be distributed to any person in South Africa in any manner that could be
construed as an offer to the public in terms of the SA Companies Act. This announcement does not
constitute a prospectus registered and/or issued in terms of the SA Companies Act. Nothing in this
announcement should be viewed, or construed, as “advice”, as that term is used in the South African
Financial Markets Act, No. 19 of 2012, as amended, and/or Financial Advisory and Intermediary
Services Act, No. 37 of 2002, as amended.

Any subscription or purchase of Ninety One Shares in the possible IPO should be made solely on the
basis of information contained in the Prospectus which may be issued by Ninety One in connection with
the IPO. The information in this announcement is subject to change. Before subscribing for or
purchasing any Ninety One Shares, persons viewing this announcement should ensure that they fully
understand and accept the risks which will be set out in the Prospectus if published. No reliance may
be placed for any purpose on the information contained in this announcement or its accuracy or
completeness. Neither this announcement, nor anything contained in the Registration Document
referred to herein, shall form the basis of or constitute any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for any Ninety One Shares or any other securities nor
shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection
with, any contract therefor.

The Ninety One Group may decide not to go ahead with the IPO and there is therefore no guarantee
that Admission will occur. Alternatively, the demerger and Admission may occur without the Global Offer
going ahead. Potential investors should not base their financial decision on this announcement.
Acquiring investments to which this announcement relates may expose an investor to a significant risk
of losing all of the amount invested.

Persons considering making investments should consult an authorised person specialising in advising
on such investments. Neither this announcement, nor the Registration Document referred to herein,
constitutes a recommendation concerning a possible offer. The value of shares can decrease as well


                                                      6
as increase. Potential investors should consult a professional advisor as to the suitability of a possible
offer for the person concerned.

None of the Banks or any of their respective affiliates or any of their or their affiliates' directors, officers,
employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any
representation or warranty, express or implied, as to the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted from the
announcement) or any other information relating to Ninety One, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of the announcement or its contents or
otherwise arising in connection therewith.

Each of the Banks is acting exclusively for Ninety One and/or Investec (as applicable) and no-one else
in connection with the possible IPO. They will not regard any other person as their respective clients in
relation to the possible IPO and will not be responsible to anyone other than Ninety One and/or Investec
(as applicable) for providing the protections afforded to their respective clients, nor for providing advice
in relation to the possible IPO, the contents of this announcement or any transaction, arrangement or
other matter referred to herein.

Each of J.P. Morgan Cazenove, BofA Merrill Lynch and Investec Bank plc is authorised by the
Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the FCA in
the United Kingdom. Fenchurch Advisory Partners is authorised and regulated by the FCA in the United
Kingdom.

In connection with the IPO, each of the Banks and any of their respective affiliates, may take up a
portion of the Ninety One Shares as a principal position and in that capacity may retain, purchase, sell,
offer to sell or otherwise deal for their own accounts in such Ninety One Shares and other securities of
the Companies or related investments in connection with the IPO or otherwise. Accordingly, references
in the Prospectus, if published, to the Ninety One Shares being issued, offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by any of the Banks and any of their respective affiliates acting in such capacity. In
addition, the Banks and any of their respective affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in connection with which they may from
time to time acquire, hold or dispose of Ninety One Shares. None of the Banks nor any of their
respective affiliates intend to disclose the extent of any such investment or transactions otherwise than
in accordance with any legal or regulatory obligations to do so.

For the avoidance of doubt, the contents of the Companies’ websites are not incorporated by reference
into, and do not form part of, this announcement.

INFORMATION TO DISTRUBUTORS

Solely for the purposes of the product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the
Product Governance Requirements) may otherwise have with respect thereto, the Ninety One Shares
have been subject to a product approval process, which has determined that the Ninety One Shares
are: (i) compatible with an end target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price
of the Ninety One Shares may decline and investors could lose all or part of their investment; the Ninety
One Shares offer no guaranteed income and no capital protection; and an investment in the Ninety One
Shares is compatible only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in relation to the possible IPO.


                                                       7
Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only
procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or
group of investors to invest in, or purchase, or take any other action whatsoever with respect to the
Ninety One Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Ninety
One Shares and determining appropriate distribution channels.

END




                                                   8

Date: 17-02-2020 09:00:00
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