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INL/INP/IVD - Transactions in Investec plc Ordinary Shares of GBP0.0002 each
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
(together “Investec”)
As part of the dual listed company structure, Investec plc and Investec Limited 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, (ii) persons
discharging managerial responsibilities (PDMRs) across the group, and (iii) in certain
instances the directors of major subsidiaries of Investec Limited, in the securities of Investec
plc and Investec Limited which are required to be disclosed under the Disclosure and
Transparency Rules of the United Kingdom Listing Authority (the “UKLA”) and/or the JSE
Listing Requirements.
Accordingly, we advise of the following changes to attributable interests in the ordinary shares
of Investec plc and Investec Limited:
TRANSACTIONS IN INVESTEC PLC ORDINARY SHARES OF GBP0.0002 EACH (THE
“INVESTEC PLC ORDINARY SHARES”)
1. Executive Directors: interests in Investec plc Ordinary Shares
1.1 Award of forfeitable shares to S Koseff, B Kantor and GR Burger (together the
“Executive Directors”)
On 1 June 2015, Investec made forfeitable share awards in respect of ordinary shares in
the capital of Investec plc for nil consideration pursuant to the Investec plc Executive
Incentive Plan 2013 (the “Plan”). These forfeitable share awards vest as follows: 25% will
vest immediately on award and are subject to a six month retention period, with the
remaining forfeitable shares vesting in three equal tranches (each subject to a six month
retention period) over a three year period from the date of award:
Executive Director: Number of forfeitable shares:
S Koseff 333,890
B Kantor 333,890
GR Burger 300,501
1.2 Award of fixed allowance shares to the Executive Directors
Each of the Executive Directors are to receive a contractual annual fixed allowance of £1
million each, payable in shares (the “Fixed Allowance Shares”) and accordingly, on 1
June 2015, Investec made the following share awards in respect of ordinary shares in
the capital of Investec plc for nil consideration pursuant to the Plan.
The awards will be subject to revised vesting periods which will be put to shareholders
for approval at the annual general meetings of Investec plc and Investec Limited to be
held on 6 August 2015. Subject to shareholder approval, these shares will vest on award
and will be released in five equal tranches in each of the five years following the year of
award, failing which the share awards will be subject to retention as follows: 75% subject
to a four year retention period, with the remaining 25% retained to the fifth year following
award.
Executive Director: Number of Fixed Allowance Shares:
S Koseff 166,945
B Kantor 166,945
GR Burger 166,945
1.3 Disposal of shares
The above awards, to the extent they vest immediately, incur a tax liability. In order to
settle this tax liability, B Kantor disposed of the following number of shares on 2 June
2015:
DTR3.1.4R(1)(a)
Transaction notified in terms of:
Security Investec plc ordinary shares of GBP0.0002 each
Nature of transaction On market sale
Number of shares 121,135
Volume weighted average selling GBP5.86
price
Total value of transaction GBP709,669.40
Highest price GBP5.89
Lowest price GBP5.82
Nature of interest Direct beneficial
Date and place of transaction 2 June 2015, London
1.4 Executive Directors’: resultant holdings
Following the above transactions, the Executive Directors’ interests in the ordinary share
capital of Investec plc are as follows:
Executive Directors: Aggregate holding after these transactions:
S Koseff 5,274,035
B Kantor 832,657
GR Burger 3,316,390
2. PDMRs: interests in Investec plc Ordinary Shares
2.1 Award of forfeitable shares to a PDMR
On 1 June 2015, Investec made forfeitable share awards in respect of ordinary shares in
the capital of Investec plc for nil consideration pursuant to its Long Term Incentive Plan.
These forfeitable share awards vest as follows: 25% will vest immediately on award and
are subject to a six month retention period, with the remaining forfeitable shares vesting
in three equal tranches (each subject to a six month retention period) over a three year
period from the date of award:
PDMR: Number of forfeitable shares:
David van der Walt 100,167
2.2 Award of nil cost options in Investec plc ordinary shares to PDMRs
On 1 June 2015, Investec made awards in respect of nil cost options in the capital of
Investec plc for nil consideration pursuant to its Long Term Incentive Plan (“LTIP”). In
terms of the LTIP plan rules, 75% of the options are exercisable on 1 June 2019 and the
remaining 25% of the options are exercisable on 1 June 2020, on condition that the
participant is still employed by Investec. The awards are in accordance with the
determination of the Remuneration Committee and with the rules of the LTIP plan.
In accordance with Disclosure and Transparency Rules (“DTR”) 3.1.4R (1) (a), Investec
plc advises of the following changes to the interests in Investec shares by PDMRs
PDMR: Number of options awarded:
Stephen Elliott 125,000
David van der Walt* 125,000
Ciaran Whelan* 125,000
* David van der Walt and Ciaran Whelan are both classified as Remuneration Code Staff
for the purposes of the FCA and PRAs’ Remuneration Code. Accordingly, their awards
are subject to performance conditions and the following vesting schedule: 75% on 1
November 2018 and 25% on 1 November 2019, both vestings subject to six month
retention period.
2.3 Award of nil cost options in Investec plc ordinary shares to Company Secretary
In compliance with Rules 3.63 - 3.74 of the JSE Listing Requirements, we advise of the
following changes to attributable interests in Investec plc by the Company Secretary:
Company Secretary: Number of options awarded:
David Miller 15,000
2.4 Disposal of shares by a PDMR
The forfeitable shares which vest immediately on award incur a tax liability. In order to
settle this liability, D van der Walt disposed of the following number of forfeitable shares
on 1 June 2015:
Transaction notified in terms of: DTR3.1.4R(1)(a)
Security Investec plc ordinary shares of
GBP0.0002 each
Nature of transaction On market sale
Number of shares 30,808
Volume weighted average selling price GBP5.91
Total value of transaction GBP182,192.35
Highest price GBP5.93
Lowest price GBP5.89
Nature of interest Direct beneficial
Date and place of transaction 1 June 2015, London
3. TRANSACTIONS IN INVESTEC LIMITED ORDINARY SHARES OF ZAR0.0002 EACH
(the “INVESTEC LIMITED ORDINARY SHARES”)
3.1 Award of nil cost options in Investec Limited ordinary shares to PDMRs
On 1 June 2015, Investec made awards in respect of nil cost options in the capital of
Investec Limited for nil consideration pursuant to its Long Term Incentive Plan (“LTIP”).
In terms of the LTIP plan rules, 75% of the options are exercisable on 1 June 2019 and
the remaining 25% of the options are exercisable on 1 June 2020, on condition that the
participant is still employed by Investec. The awards are in accordance with the
determination of the Remuneration Committee and with the rules of the LTIP plan.
In accordance with Disclosure and Transparency Rules (“DTR”) 3.1.4R (1) (a) Investec
plc advises of the following transactions by PDMRs:
PDMR Number of options awarded:
Marc Kahn 100,000
Andrew Leith 125,000
Raymond van Niekerk 80,000
Richard Wainwright 125,000
3.2 Award of nil cost options in Investec Limited ordinary shares to Company Secretary
In compliance with Rules 3.63 - 3.74 of the JSE Listing Requirements, we advise of the
following changes to attributable interests in Investec Limited by the Company Secretary:
Company Secretary: Number of options awarded:
Niki van Wyk 15,000
Johannesburg and London
3 June 2015
Sponsor:
Investec Bank Limited
Date: 03/06/2015 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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