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Update on the Demerger of Ninety One
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
NSX share code: IVD JSE share code: INP
BSE share code: INVESTEC ISIN: GB00B17BBQ50
ISIN: ZAE000081949
12 March 2020
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
As part of the dual-listed company structure, Investec plc and Investec Limited (together, “Investec”) notify
both the LSE and the JSE of matters which are required to be disclosed under the Disclosure Guidance and
Transparency Rules and Listing Rules of the FCA and/or the JSE Listing Requirements.
Investec plc, Investec Limited
Update on Demerger of Ninety One
Further to the announcement of the Price Range made by Ninety One plc and Ninety One Limited (together,
“Ninety One”) on 2 March 2020, in light of the recent volatile market conditions, the boards of Investec have
decided not to pursue the Global Offer of approximately 10% of the combined total issued share capital of
Ninety One. Investec will proceed with the proposed Demerger and public listing of Ninety One as planned
and will remain a shareholder in Ninety One, with approximately a 25% shareholding.
Admission of both Ninety One plc and Ninety One Limited will take place on 16 March 2020 as set out in the
price range prospectus and prelisting statement published by Ninety One on 2 March 2020 (“Prospectus”).
On Admission, each Investec Ordinary Shareholder will own one Ninety One Share for every two Investec
ordinary shares held.
Investec’s entire holding of Ninety One Shares will be subject to a lock up for a period of 180 days from the
date of Admission and otherwise on the same terms as the original lock-up provided for in the Underwriting
Agreement as summarised in the Prospectus.
Fani Titi, Joint CEO of Investec, commented:
“The completion of the demerger will mark an important milestone for Investec. It enables us to continue our
drive towards simplification, focus and growth. Meanwhile Ninety One embarks on the next phase of its own
journey. Investec shareholders will benefit from their direct ownership of these two companies and their
individual potential for long-term growth and value creation. Market conditions have proved particularly
challenging in the recent two weeks and, while we were encouraged by the strength and quality of investor
engagement in relation to the Global Offer, we have decided to retain our shareholding in Ninety One.
Importantly, the financial benefits of the demerger remain. Ninety One is an excellent company, with an
exceptional management team, and we have great confidence in its prospects as an independently-listed
firm.”
Hendrik du Toit, Joint CEO of Investec and CEO of Ninety One, commented:
“The demerger is progressing in line with the published timetable. On Monday we start an exciting new phase
as an independently-listed company. Despite the recent market dislocation, we have been encouraged by the
support from our shareholders and potential investors. We are confident in the resilience of our capital-light
business model and its organically developed, specialist, active investment offerings. Ours is a long-term
story of a unique business with a carefully-developed culture, a commitment to employee ownership and a
long track record.”
Capitalised terms used in this announcement have the meaning given to them in the Prospectus.
Enquiries:
Investor Relations
Carly Newton
carly.newton@investec.co.uk
+44 (0) 207 597 4493
UK Sponsor and Financial Adviser
J.P. Morgan Cazenove
+44 (0) 207 742 4000
JSE Sponsor
J.P. Morgan Equities South Africa Proprietary Limited
+27 (0) 115 070 300
Financial Adviser
Fenchurch Advisory Partners LLP
+44 (0) 207 382 2222
Media Enquiries
Investec Group PR Advisers
Lansons (UK)
Tom Baldock
+44 (0) 207 566 9716 | +44 (0) 7860 101 715
tombaldock@lansons.com
Brunswick (South Africa)
Graeme Coetzee
+27 (0) 11 502 7419 | +27 (0) 63 685 6053
gcoetzee@brunswick.co.za
FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements with respect to certain of Investec plc's, Investec
Limited's and Ninety One's plans and their current goals and expectations relating to the execution of the
Demerger. By their nature, all forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond Investec plc's, Investec Limited's and Ninety One's
control, including amongst other things, those set out in the Investec Circular. As a result, the execution of the
Demerger may differ materially from the forward-looking statements set forth in this announcement. These
forward-looking statements speak only as of the date on which they are made. Investec plc, Investec Limited
and Ninety One 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.
IMPORTANT INFORMATION
This announcement is not an offer to sell, or a solicitation of an offer to purchase, securities in the United
States or in any other jurisdiction.
The securities to which these materials relate have not been, and will not be, registered under the US
Securities Act of 1933 (the "US Securities Act"), or under the securities laws of any state or other jurisdiction
of the United States. Accordingly, they may not be offered, sold, resold, delivered, distributed or otherwise
transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act
or an exemption therefrom. The Ninety One plc shares to be issued in connection with the UK Demerger will
be issued in reliance on the exemption from the registration requirements of the US Securities Act provided
by Section 3(a)(10) thereof. The Ninety One Limited shares to be issued in connection with the SA Demerger
will only be issued in the United States to persons who are reasonably believed to be "qualified institutional
buyers" ("QIBs") as defined in Rule 144A ("Rule 144A") under the US Securities Act. It is anticipated that US
shareholders of Investec Limited who are not able to receive Ninety One Limited shares in the SA Demerger
may, in lieu of Ninety One Limited shares, receive a cash amount corresponding to net proceeds from the
sale of the Ninety One Limited shares that they otherwise would have been entitled to receive, as further
described in the Investec Circular.
The date of Admission may be influenced by things such as market conditions. There is no guarantee that
Admission will occur and potential investors should not base their financial decisions on Ninety One’s
intentions in relation to Admission at this stage.
Date: 12-03-2020 04:45:00
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