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Results of placing of 30,870,000 new ordinary shares at a placing price of GBP 4.48 per share
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
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS
UNLAWFUL
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:
2 June 2016
INVESTEC PLC
RESULTS OF PLACING OF 30,870,000 NEW ORDINARY SHARES AT A PLACING PRICE
OF GBP 4.48 PER SHARE
Investec plc ("Investec" or the "Company") is pleased to announce the completion of the
placing announced on 2 June 2016 (the "Placing").
A total of 30,870,000 new ordinary shares (the "New Shares") in Investec plc have been
placed with existing and new institutional shareholders at a price of GBP 4.48 per New Share
(the "Placing Price") raising gross proceeds of approximately GBP 138.3 million. The New
Shares being issued represent approximately 4.99% of the Company’s issued ordinary share
capital prior to the Placing.
The New Shares will, when issued, be credited as fully paid and will rank equally in all
respects with the existing ordinary shares in the capital of the Company, including the right to
receive all dividends and other distributions declared, made or paid in respect of such shares
after the date of issue of the New Shares.
Application has been made to the Financial Conduct Authority (the "FCA") for the New
Placing Shares to be admitted to the premium listing segment of the Official List of the UK
Listing Authority and to the London Stock Exchange (the "LSE") and to the JSE Limited (the
“JSE”) for admission to trading of the New Placing Shares on its main market for listed
securities (together, "Admission"). It is expected that Admission will take place at 8.00am on
6 June 2016 (at which time the Placing will become unconditional), and that dealings in the
New Shares will commence at the same time.
Investec’s enlarged issued ordinary share capital immediately following the issue of the New
Shares will be 648,288,864 ordinary shares of GBP 0.0002 each. Each ordinary share carries
one voting right. This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their interest in, or a
change in interest in, the share capital of the Company under the Disclosure and
Transparency Rules. Investec plc also has one Special Voting Share in issue to facilitate joint
voting by shareholders of Investec plc and Investec Ltd on joint electorate actions.
South African Sponsor
Investec Bank Limited
For further information please contact:
Investec plc +44 207 597 5546 / + 27 11 286 7070
Stephen Koseff
Bernard Kantor
Ursula Nobrega
J.P. Morgan Cazenove +44(0) 20 7742 4000
Alex Watkins
Virginia Khoo
Charlie Walker
About Investec
Investec is an international specialist bank and asset manager that provides a diverse range
of financial products and services to a niche client base in three principal markets – the UK
and Europe, South Africa and Asia/Australia as well as certain other countries. The group was
established in 1974 and has approximately 8,500 employees.
Investec focuses on delivering distinctive profitable solutions for its clients in three core areas
of activity namely, Asset Management, Wealth & Investment and Specialist Banking.
In July 2002 the Investec group implemented a dual listed company structure with listings on
the London and Johannesburg Stock Exchanges.
This announcement including its Appendix (together, the Announcement) and the
information contained in it is restricted and is not for publication, release or distribution, in
whole or in part, directly or indirectly, in, into or from the United States (including its territories
and possessions, any state of the United States and the District of Columbia, together the
United States), Australia, Canada or Japan or any other state or jurisdiction in which
publication, release or distribution would be unlawful, restricted or unauthorised (each a
Restricted Territory). This Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for
shares in the capital of the Investec plc (the Company) in any Restricted Territory or any
other state or jurisdiction in which such offer or solicitation is not authorised or to any person
to whom it is unlawful to make such offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to
certain exemptions, the securities referred to in this Announcement may not be offered or sold
in any Restricted Territory or for the account or benefit of any national resident or citizen of
any Restricted Territory. The Placing Shares have not been and will not be registered under
the United States Securities Act of 1933, as amended (the Securities Act) or with any
securities regulatory authority of any state or other jurisdiction of the United States and may
not be offered, sold or transferred, directly or indirectly, within the United States except
pursuant to registration under the Securities Act or an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United States. The Placing
Shares are being offered and sold in the United States only to a limited number of “qualified
institutional buyers” (QIBs) in reliance on Rule 144A under the Securities Act or another
exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act and are being offered and sold outside the United States in offshore
transactions in accordance with Regulation S under the Securities Act. To the extent that
Placing Shares are offered for acquisition or sale in South Africa, such offer is being effected
in terms of section 96 of the South African Companies Act, No. 71 of 2008 (South African
Companies Act) and does not constitute an offer to the public or any sector of the public
within the meaning of the South African Companies Act. No public offering of the shares
referred to in this Announcement is being made in the United Kingdom, South Africa, any
Restricted Territory or elsewhere.
This Announcement has been issued by, and is the sole responsibility of, the Company. No
representation or warranty, express or implied, is or will be made as to, or in relation to, and
no responsibility or liability is or will be accepted by J.P. Morgan Securities plc (which
conducts its UK investment banking business under the name J.P. Morgan Cazenove)
(JPMC) or by any of its affiliates or agents as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information made available to
or publicly available to any interested party or its advisers, and any liability therefore is
expressly disclaimed.
JPMC is authorised by the Prudential Regulation Authority (PRA) and regulated by the PRA
and the Financial Conduct Authority (FCA) in the United Kingdom. JPMC is acting solely for
the Company and no one else in connection with the Placing and it will not be responsible to
anyone other than the Company for providing the protections afforded to its clients nor for
providing advice in relation to the Placing and/or any other matter referred to in this
Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on
JPMC by the Financial Services and Markets Act 2000 or by the regulatory regime
established under it, neither J.P. Morgan Cazenove nor any of its affiliates accepts any
responsibility whatsoever for the contents of the information contained in this Announcement
or for any other statement made or purported to be made by or on behalf of JPMC or any of
its affiliates in connection with the Company, the Placing Shares or the Placing. JPMC and its
affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise
(save as referred to above) in respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied, is made by JPMC or
any of its affiliates as to the accuracy, completeness or sufficiency of the information
contained in this Announcement.
The distribution of this Announcement and the offering of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by the Company or JPMC
that would permit an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and JPMC to inform themselves about,
and to observe, such restrictions.
The information in this Announcement may not be forwarded or distributed to any other
person and may not be reproduced in any manner whatsoever. Any forwarding, distribution,
reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to
comply with this directive may result in a violation of the Securities Act or the applicable laws
of other jurisdictions.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any
stock exchange other than the London Stock Exchange and JSE Limited (licensed as an
exchange under the South African Financial Markets Act, No. 19 of 2012, as amended) (the
JSE).
Neither the content of the Company’s website nor any website accessible by hyperlinks on
the Company’s website is incorporated in, or forms part of, this Announcement.
Date: 02/06/2016 04:43:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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