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NINETY ONE PLC - Transactions by PDMRs, persons closely associated with them, prescribed officers, company secretaries and associates

Release Date: 16/03/2020 12:00
Code(s): N91 NY1     PDF:  
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Transactions by PDMRs, persons closely associated with them, prescribed officers, company secretaries and associates

Ninety One Limited                                             Ninety One plc
Incorporated in the Republic of South Africa                   Incorporated in England and Wales
Registration number 2019/526481/06                             Registration number 12245293
JSE share code: NY1                                            LSE share code: N91
ISIN: ZAE000282356.                                            JSE share code: N91
                                                               ISIN: GB00BJHPLV88.



As part of the dual listed company structure, Ninety One plc and Ninety One Limited (together "Ninety One") notify
both the London and Johannesburg Stock Exchanges of those interests (and changes to those interests) of (i)
directors of both entities and the respective company secretaries and such persons’ respective associates and
persons closely associated with them, (ii) prescribed officers and persons discharging managerial responsibilities
("PDMRs") and such persons’ respective associates and persons closely associated with them, and (iii) in certain
instances the directors and company secretaries of major subsidiaries of Ninety One and such persons’ respective
associates, in the securities of Ninety One plc and Ninety One Limited which are required to be disclosed under
Article 19 of the Market Abuse Regulation (Regulation 596/2014) (“MAR”), the Listing Rules, and the Disclosure
Guidance and Transparency Rules of the FCA and/or the JSE Listings Requirements.

 Notification of transactions by relevant Directors, Persons Discharging Managerial Responsibilities
 ("PDMRs") and persons closely associated with them, prescribed officers, company secretaries and
                                               associates

1     Details of the person discharging managerial responsibilities / person closely associated /
      associate

a)    Legal person                                    Hendrik du Toit



2     Reason for the notification

a)    Position/status                                 Director/PDMR

b)    Initial notification /Amendment                 Initial notification

3     Details of the issuer, emission allowance market participant, auction platform, auctioneer or
      auction monitor

a)    Name                                            Ninety One plc

b)    LEI                                             549300G0TJCT3K15ZG14

4     Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of
      transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)    Description of the financial instrument, type   Ordinary shares of GBP0.0001 each
      of instrument

      Identification code                             GB00BJHPLV88

b)    Nature of the transaction                       Acquisition of 487,935 shares and share awards for nil
                                                      consideration arising as a consequence of the Ninety One
                                                      demerger, comprising:

                                                           -      53,000 ordinary shares, which are not subject to
                                                                  any restrictions;
                                                           -      119,817 ordinary shares, which have vested, but
                                                                  are subject to certain retention conditions; and
                                                           -      Awards over 315,118 ordinary shares, which have
                                                                  not yet vested and may also be subject to
                                                                  achievement against certain performance
                                                                  conditions.




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                                                           1
c)   Price(s) and volume(s)
                                                               Price(s)     Volume(s)

                                                                    Nil       487,935



d)   Aggregated information                          N/A

     - Aggregated volume

     - Price

e)   Date of the transaction                         16 March 2020

f)   Place of the transaction                        London




 1   Details of the person discharging managerial responsibilities / person closely associated /
     associate

a)   Legal person                                    Kim McFarland

2    Reason for the notification

a)   Position/status                                 Director/PDMR

b)   Initial notification /Amendment                 Initial notification

3    Details of the issuer, emission allowance market participant, auction platform, auctioneer or
     auction monitor

a)   Name                                            Ninety One plc

b)   LEI                                             549300G0TJCT3K15ZG14

4    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of
     transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)   Description of the financial instrument, type   Ordinary shares of GBP0.0001 each
     of instrument

     Identification code                             GB00BJHPLV88

b)   Nature of the transaction                       Acquisition of 263,553 shares and share awards for nil
                                                     consideration arising as a consequence of the Ninety One
                                                     demerger, comprising:

                                                           -      6,423 ordinary shares, which are not subject to
                                                                  any restrictions;
                                                           -      75,671 ordinary shares, which have vested, but
                                                                  are subject to certain retention conditions; and
                                                           -      Awards over 181,459 ordinary shares, which have
                                                                  not yet vested and may also be subject to
                                                                  achievement against certain performance
                                                                  conditions.
c)   Price(s) and volume(s)
                                                               Price(s)     Volume(s)

                                                                    Nil       263,553




//
                                                           2
d)   Aggregated information                          N/A

     - Aggregated volume

     - Price

e)   Date of the transaction                         16 March 2020

f)   Place of the transaction                        London




1    Details of the person discharging managerial responsibilities / person closely associated /
     associate

a)   Legal person                                    Fani Titi

2    Reason for the notification

a)   Position/status                                 Director/PDMR

b)   Initial notification /Amendment                 Initial notification

3    Details of the issuer, emission allowance market participant, auction platform, auctioneer or
     auction monitor

a)   Name                                            Ninety One plc

b)   LEI                                             549300G0TJCT3K15ZG14

4    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of
     transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)   Description of the financial instrument, type   Ordinary shares of GBP0.0001 each
     of instrument

     Identification code                             GB00BJHPLV88

b)   Nature of the transaction                       Acquisition of 248,682 shares and share awards for nil
                                                     consideration arising as a consequence of the Ninety One
                                                     demerger, comprising:

                                                           -      72,740 ordinary shares, which have vested, but
                                                                  are subject to certain retention conditions; and
                                                           -      Awards over 175,942 ordinary shares, which have
                                                                  not yet vested and may also be subject to
                                                                  achievement against certain performance
                                                                  conditions.
c)   Price(s) and volume(s)
                                                               Price(s)     Volume(s)

                                                                    Nil       248,682



d)   Aggregated information                          N/A

     - Aggregated volume

     - Price

e)   Date of the transaction                         16 March 2020

f)   Place of the transaction                        London




//
                                                           3
1    Details of the person discharging managerial responsibilities / person closely associated /
     associate

a)   Legal person                                    Grant Cameron and Jennifer Cameron (joint account)

2    Reason for the notification

a)   Position/status                                 Director/PDMR of a major subsidiary/PCA with Grant
                                                     Cameron

b)   Initial notification /Amendment                 Initial notification

3    Details of the issuer, emission allowance market participant, auction platform, auctioneer or
     auction monitor

a)   Name                                            Ninety One plc

b)   LEI                                             549300G0TJCT3K15ZG14

4    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of
     transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)   Description of the financial instrument, type   Ordinary shares of GBP0.0001 each
     of instrument

     Identification code                             GB00BJHPLV88

b)   Nature of the transaction                       Acquisition of 19,432 ordinary shares for nil consideration
                                                     arising as a consequence of the Ninety One demerger.

c)   Price(s) and volume(s)
                                                           Price(s)         Volume(s)

                                                                  Nil         19,432



d)   Aggregated information                          N/A

     - Aggregated volume

     - Price

d)   Date of the transaction                         16 March 2020

e)   Place of the transaction                        London




1    Details of the person discharging managerial responsibilities / person closely associated /
     associate

a)   Legal person                                    Adam Fletcher

2    Reason for the notification

a)   Position/status                                 Director/PDMR of a major subsidiary

b)   Initial notification /Amendment                 Initial notification




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                                                           4
3    Details of the issuer, emission allowance market participant, auction platform, auctioneer or
     auction monitor

a)   Name                                            Ninety One plc

b)   LEI                                             549300G0TJCT3K15ZG14

4    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of
     transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)   Description of the financial instrument, type   Ordinary shares of GBP0.0001 each
     of instrument

     Identification code                             GB00BJHPLV88

b)   Nature of the transaction                       Acquisition of 303 shares for nil consideration arising as a
                                                     consequence of the Ninety One demerger.

c)   Price(s) and volume(s)
                                                           Price(s)         Volume(s)

                                                                  Nil            303



d)   Aggregated information                          N/A

     - Aggregated volume

     - Price

d)   Date of the transaction                         16 March 2020

e)   Place of the transaction                        Johannesburg




1    Details of the person discharging managerial responsibilities / person closely associated /
     associate

a)   Legal person                                    Kevin Alcock (non-beneficial interest)

2    Reason for the notification

a)   Position/status                                 Director/PDMR of a major subsidiary

b)   Initial notification /Amendment                 Initial notification

3    Details of the issuer, emission allowance market participant, auction platform, auctioneer or
     auction monitor

a)   Name                                            Ninety One plc

b)   LEI                                             549300G0TJCT3K15ZG14




//
                                                           5
4    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of
     transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)   Description of the financial instrument, type   Ordinary shares of GBP0.0001 each
     of instrument

     Identification code                             GB00BJHPLV88

b)   Nature of the transaction                       Acquisition of 14,355 shares for nil consideration arising as
                                                     a consequence of the Ninety One demerger.

c)   Price(s) and volume(s)
                                                               Price(s)     Volume(s)

                                                                    Nil         14,355



d)   Aggregated information                          N/A

     - Aggregated volume

     - Price

d)   Date of the transaction                         16 March 2020

e)   Place of the transaction                        London




1    Details of the person discharging managerial responsibilities / person closely associated /
     associate

a)   Legal person                                    Forty Two Point Two

2    Reason for the notification

a)   Position/status                                 In terms of MAR, the Listing Rules, and the Disclosure
                                                     Guidance and Transparency Rules of the FCA, this
                                                     notification concerns a person closely associated with
                                                     Hendrik du Toit and Kim McFarland, each of whom is a
                                                     Director of Ninety One plc (i.e. a PDMR)

                                                     In terms of the JSE Listings Requirements, Forty Two Point
                                                     Two is wholly owned by the Marathon Trust and the
                                                     undermentioned persons (who are directors of Ninety One
                                                     plc, Ninety One Limited and/or major subsidiaries of Ninety
                                                     One) are beneficiaries of the Marathon Trust. Forty Two
                                                     Point Two is an associate of these persons for the purpose
                                                     of the JSE Listings Requirements:-

                                                           -      Hendrik du Toit – Director of Ninety One plc and
                                                                  Ninety One Limited
                                                           -      Kim McFarland – Director of Ninety One plc and
                                                                  Ninety One Limited
                                                           -      Thabo Khojane – Director of Investec Assurance
                                                                  Limited (“IAL”)
                                                           -      Johan Schreuder – Director of IAL
                                                           -      Adam Fletcher – Director of Investec Asset
                                                                  Management Guernsey Limited

b)   Initial notification /Amendment                 Initial notification




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                                                           6
3    Details of the issuer, emission allowance market participant, auction platform, auctioneer or
     auction monitor

a)   Name                                            Ninety One plc

b)   LEI                                             549300G0TJCT3K15ZG14

4    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of
     transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)   Description of the financial instrument, type   Ordinary shares of GBP0.0001 each
     of instrument

     Identification code                             GB00BJHPLV88

b)   Nature of the transaction                       Acquisition of 124,524,302 shares for nil consideration
                                                     arising as a consequence of the Ninety One demerger and
                                                     pledge of all such shares for security. Voting rights in
                                                     relation to the shares being pledged remain with Forty Two
                                                     Point Two.

c)   Price(s) and volume(s)
                                                           Price(s)      Volume(s)

                                                                Nil    124,524,302



d)   Aggregated information                          N/A

     - Aggregated volume

     - Price

d)   Date of the transaction                         16 March 2020

e)   Place of the transaction                        Outside a trading venue



Date of release: 16 March 2020

JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd




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Date: 16-03-2020 12:00:00
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