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INL/INP - Investec Limited/Investec plc - Recommencement of the Investec Plc
Rand Perpetual Preference Share Pre-Listing
Investec Limited
Incorporated in the Republic of South Africa
Registration number 1925/002833/06
JSE share code: INL
ISIN: ZAE000081949
Investec plc
Incorporated in England and Wales
Registration number 3633621
JSE share code: INP
ISIN: GB00B17BBQ50
(jointly "Investec")
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
As part of the dual listed company structure, Investec plc and Investec Limited
notify both the London Stock Exchange and the JSE Limited of matters which are
required to be disclosed under the Disclosure, Transparency and Listing Rules of
the United Kingdom Listing Authority (the "UKLA") and/or the JSE Listing
Requirements.
Accordingly we advise of the following:
RECOMMENCEMENT OF THE INVESTEC PLC RAND PERPETUAL PREFERENCE SHARE PRE-LISTING
Prepared in terms of the Listings Requirements of the JSE relating to an offer
for subscription of Rand denominated non-redeemable, non-cumulative, non-
participating Investec plc perpetual preference shares ("Rand perpetual
preference shares"), by way of a private placement.
Subsequent to the SENS announcement dated 15 March 2011 relating to the delay
of the inward listing of Rand perpetual preference shares on the JSE, notice
is hereby given that the offer for subscription for such preference shares
will resume on Friday 17 June 2011. Following the original SENS announcement
the following dates and terms have been amended:
1. DETAILS OF THE OFFER FOR SUBSCRIPTION
Particulars of the Rand perpetual preference shares offer for subscription are
detailed as follows:
Deemed value for dividend purposes R100
Prime Rate 9%
Preference Dividend Rate 95%
Initial dividend yield based on the deemed value 8.55%
Minimum Rand value of subscription per subscriber R1 000 000
acting as principal
2. TIMING AND EXPECTED DATE OF LISTING
Times and dates of the opening and closing of the
offer for subscription are included below:
Opening date of the offer for subscription 17 June 2011
(12:00)
Closing date of the offer for subscription 22 June 2011
(17:00)
Proposed listing date (09:00) 29 June 2011
Application will be made to the JSE on the closing date of the offer for
subscription to list the Rand perpetual preference shares in the Specialist
Securities - "Preference Shares" sector under the abbreviated name "INVPREFR"
and alpha code "INPPR". The JSE has indicated that approval for listing will
be granted, subject to meeting the JSE listing requirement of the requisite
spread of preference shareholders, being a minimum of 50 public shareholders,
excluding employees and their associates.
Road shows and marketing activities are expected to occur between 17 June 2011
and 22 June 2011.
3. SHARE CAPITAL OF INVESTEC PLC
3.1 Issued share capital before the offer for subscription
537 177 588 ordinary shares of GBP0.0002 each GBP107 435
272 836 668 special converting shares of GBP54 567
GBP0.0002 each
1 UK DAN share of GBP0.001 -
1 UK DAS share of GBP0.001 -
1 special voting share of GBP0.001 -
15 081 149 non-redeemable, non-cumulative, non- GBP150 812
participating Sterling preference shares of
GBP0.01 each, listed on the JSE and the CISX
3.2 Issued share capital after the offer for
subscription
537 177 588 ordinary shares of GBP0.0002 each GBP107 435
272 836 668 special converting shares of GBP54 567
GBP0.0002 each
1 UK DAN share of GBP0.001 -
1 UK DAS share of GBP0.001 -
1 special voting share of GBP0.001 -
15 081 149 non-redeemable, non-cumulative, non- GBP150 812
participating Sterling preference shares of
GBP0.01 each, listed on the JSE and the CISX
3 000 000 non-redeemable, non-cumulative, non- R3 0000
participating Rand denominated preference shares
of R0.001 each*
*The number of Rand perpetual preference shares issued has been determined
using the best available estimate of shares taken up, based on an issue price
of R100 and a coupon rate of 8.55%.
4. SALIENT FEATURES OF THE RAND PERPETUAL PREFERENCE SHARES
4.1 Entitlements to dividends
All dividends to the preference shareholders will be declared and paid in
Rands.
In the case of South African resident preference shareholders, in terms of the
draft 2011 Taxation Laws Amendment Bills, a proposed Dividends Tax is expected
to become operational as of 1 April 2012 (via Ministerial notice in the
Government Gazette). Subject to specific exemptions, South African residents
will thus most likely be subject to 10% dividends tax on the dividends paid in
relation to the Rand perpetual preference shares, with no additional income
tax arising on such dividends. The preference dividend rate of 95% on the
prime rate will not be adjusted when Dividends Tax becomes effective. The
issue yield has already taken this tax into consideration when determining the
appropriate pricing for this instrument.
Proposed legislation indicates that the dividends paid, in relation to the
Rand perpetual preference shares listed on the JSE, to non South African
residents will be exempt from the dividends tax.
Your attention is drawn to the fact that this legislation has not yet been
finalised. All applicants must obtain their own advice in connection with the
taxation consequences relating to their investment in the Rand perpetual
preference shares.
5. COPIES OF THE PRE-LISTING STATEMENT
Copies of the Pre-listing Statement can be obtained during normal business
hours from 12:00 on 17 June 2011 until the closing date of the offer for
subscription at the offices of Investec Limited, 100 Grayston Drive, Sandown,
Sandton, 2196, as well as from the Company`s Transfer Secretary,
Computershare, Ground Floor, 70 Marshall Street, Johannesburg, 2001.
15 June 2011
Investment Advisor and Sponsor:
Investec Bank Limited
Date: 15/06/2011 15:30:01 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department.
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JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
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