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INL/INP - Investec Limited/ Investec Plc - Offer update - Court Sanction of Scheme Adjourned to 21 December 2011 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") 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: NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 13 December 2011 The Evolution Group Plc ("Evolution") Offer Update - Court Sanction of Scheme Adjourned to 21 December 2011 Evolution and Investec announce that the Court hearing scheduled for today to sanction the Scheme of Arrangement to give effect to the proposed acquisition of Evolution by Investec, was adjourned until 21 December 2011 (being the latest practicable date prior to the Court`s Christmas vacation). This adjournment, which was sought by Evolution with the agreement of Investec, has been obtained in view of certain regulatory conditions to the Scheme, namely the approval of the FSA, Central Bank of Ireland and Hong Kong Securities and Futures Commission, having yet to be satisfied. Evolution and Investec are hopeful that these remaining conditions will be satisfied shortly although the statutory time limit within which the FSA must respond does not expire until 29 December 2011. In the event that the remaining conditions are not satisfied prior to 21 December 2011, it will be necessary to seek a further adjournment of the hearing to sanction the Scheme until early in 2012. If the conditions are satisfied prior to the 21 December 2011, the expected timetable to the Scheme becoming effective will be as follows:- Suspension of listing of, and dealings in, 4.30 p.m. on 21 December 2011 Evolution Shares Scheme Record Time 6.00 p.m. on 21 December 2011 Court hearing to sanction the Scheme and 21 December 2011 confirm the Capital Reduction Effective Date of the Scheme (if the sanction 22 December 2011 of the Court is received) De-listing of Evolution Shares and Listing of 22 December 2011 New Investec Shares Latest date of despatch of certificates for on or by 5 January 2012 New Investec Shares Long-stop date being the date by which the 31 March 2012 Scheme must be implemented (unless otherwise agreed between Evolution and Investec) This announcement has been released with the Panel`s consent. Further announcements will be made regarding the transaction timetable in due course. Capitalised terms in this announcement have the same meanings as set out in the Scheme Document. Enquiries: Evolution Alex Snow +44 (20) 7071 4300 Investec Ursula Nobrega +44 (20) 7597 5546 Stephen Koseff Bernard Kantor Credit Suisse (Financial Adviser to Evolution) George Maddison +44 (20) 7888 8888 Joe Hannon Investec Investment Banking (Financial Adviser and Joint Corporate Broker to Investec) David Currie +44 (20) 7597 5970 Christopher Baird James Ireland Pelham Bell Pottinger (Financial PR to Evolution) Victoria Geoghegan +44 (20) 7861 392 Citigate Dewe Rogerson (Financial PR to Investec) Tom Baldock +44 (20) 7638 9571 Justin Griffiths Credit Suisse, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Evolution and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Evolution for providing the protections afforded to clients of Credit Suisse or for providing advice in connection with the Offer or any matter referred to herein. Investec Investment Banking, a division of Investec Bank plc, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Investec and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Investec for providing the protections afforded to clients of Investec Investment Banking or for providing advice in connection with the Offer or any matter referred to herein. This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. The availability of the Offer to Evolution Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document. The Offer relates to the shares in an English company and is proposed to be made by means of a scheme of arrangement provided for under company law of the United Kingdom. The scheme of arrangement will relate to the shares of a UK company that is a `foreign private issuer` as defined under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction
