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Transactions in Investec plc and Investec Limited ordinary shares
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”)
The following transactions in Investec plc Ordinary Shares are disclosed in compliance with
Disclosure and Transparency Rule 3.1.4R (1) (a) and (c):
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 2 June 2016 and pursuant to the Executive Directors’ remuneration policy approved
by shareholders, Investec made forfeitable share awards (being the deferred portion of
the Executive Directors’ short term incentive 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”). A portion of these forfeitable share awards vest
immediately on award and are subject to a six month retention period, with the remaining
forfeitable shares vesting in two equal tranches (each subject to a six month retention
period after vesting) over a two year period from date of award.
Executive Director: Number of forfeitable shares:
S Koseff 208,695
B Kantor 208,695
GR Burger 181,474
1.2 Award of fixed allowance shares to the Executive Directors
Pursuant to the Executive Directors’ remuneration policy approved by shareholders,
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 2
June 2016, Investec made the following share awards in respect of ordinary shares in
the capital of Investec plc for nil consideration pursuant to the Plan.
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.
Executive Director: Number of Fixed Allowance Shares:
S Koseff 212,314
B Kantor 212,314
GR Burger 212,314
1.3 Award of conditional shares to the Executive Directors
Pursuant to the Executive Directors’ remuneration policy approved by shareholders, new
long-term Incentive awards of conditional shares have been made to the Executives, as
set out below.
In accordance with the Plan rules, the awards are at nil cost and 75% of the conditional
Shares will vest on 2 June 2020 and the remaining 25% will vest on 2 June 2021.
DIRECTOR NUMBER OF SHARES AWARDED
S Koseff 314,225
B Kantor 314,225
GR Burger 277,801
1.4 Disposal of shares
B Kantor disposed of the following number of shares on 1 June 2016 in order to settle
this tax liability related to prior year awards vesting on 1 June 2016:
Number of shares 54,877
Volume weighted average selling GBP4.70
price
Total value of transaction GBP257,976.78
Highest price GBP4.73
Lowest price GBP4.64
Nature of interest Direct beneficial
Date and place of transaction 1 June 2016, London
1.5 Executive Directors’: resultant holdings
Following the above transactions, the Executive Directors’ interests in the ordinary share
capital of Investec plc and Investec Limited are as follows:
Executive Aggregate holding of Percentage holding following
Directors: Investec plc shares these transactions:
following these
transactions:
S Koseff 5,695,044 0.88%
B Kantor 1,164,359 0.18%
GR Burger 3,710,178 0.57%
Executive Aggregate holding of Percentage holding following
Directors: Investec Limited shares these transactions:
following these
transactions:
S Koseff 1,234,399 0.42%
B Kantor 2,800,800 0.96%
GR Burger 327,076 0.11%
2. PDMRs and Company Secretary: interests in Investec plc Ordinary Shares
2.1 Award of forfeitable shares to PDMRs
On 2 June 2016, Investec made forfeitable share awards (being the deferred portion of
short term incentive 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”). A portion of these forfeitable share awards 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 after vesting) over a
three year period from date of award.
PDMR: Number of forfeitable shares:
David van der Walt 194,707
Ciaran Whelan 127,389
2.2 Award of conditional shares to PDMRs
On 2 June 2016, Investec made conditional share awards in respect of ordinary shares
in the capital of Investec plc for nil consideration pursuant to the Investec 1 Limited share
incentive plan. These conditional share awards vest in three equal tranches in the third,
fourth and fifth years from the date of award:
PDMR: Number of conditional shares:
Stephen Elliott 150,000
2.3 Award of conditional shares to PDMRs
On 2 June 2016, Investec made conditional 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 conditional share awards vest in three equal
tranches on 2 December 2018, 2 December 2019 and 2 December 2020 (each subject
to a six month retention period).
PDMR: Number of conditional shares:
David van der Walt* 150,000
Ciaran Whelan* 150,000
* David van der Walt and Ciaran Whelan are both classified as Remuneration Code Staff
for the purposes of the FCA and PRAs’ Remuneration Code.
2.4 Award of forfeitable shares 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:
On 2 June 2016, Investec made forfeitable share awards in respect of ordinary shares in
the capital of Investec plc for nil consideration pursuant to the Investec 1 Limited share
incentive plan. These forfeitable share awards vest in three equal tranches in the third,
fourth and fifth years from the date of award:
Company Secretary: Number of forfeitable shares:
David Miller 12,000
2.5 Disposal of shares by a PDMR
The forfeitable shares which vest immediately on award incur a tax liability. In order to
settle this liability, David van der Walt disposed of the following number of forfeitable
shares on 2 June 2016:
Nature of transaction On market sale
Number of shares 38,289
Volume weighted average selling price GBP4.53
Total value of transaction GBP173,544.89
Highest price GBP4.55
Lowest price GBP4.50
Nature of interest Direct beneficial
Date and place of transaction 3 June 2016
2.6 Disposal of shares by the Company Secretary
Transaction notified in terms of: JSE Listing Rules 3.63 – 3.74
On market sale following the exercise of
Nature of transaction options held in terms of the Investec 1
Limited Share Incentive Plan
Number of Securities 15,000
Volume weighted average selling price GBP4.66
Total value of transaction GBP69,970.50
Highest Price GBP4.67
Lowest Price GBP4.66
Nature of interest Direct beneficial
Date and place of transaction 6 June 2016, London
3. TRANSACTIONS IN INVESTEC LIMITED ORDINARY SHARES OF ZAR0.0002 EACH
(the “INVESTEC LIMITED ORDINARY SHARES”)
3.1 Award of conditional shares in Investec Limited ordinary shares to PDMRs
On 2 June 2016, Investec made conditional share awards in respect of ordinary shares
in the capital of Investec Limited for nil consideration pursuant to the Investec Limited
Share Incentive Plan. These conditional share awards vest in three equal tranches in the
third, fourth and fifth years from the date of award:
PDMR Number of conditional shares:
Marc Kahn 100,000
Richard Wainwright 150,000
Nishlan Samujh 100,000
3.2 Award of forfeitable shares 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:
On 2 June 2016, Investec made forfeitable share awards in respect of ordinary shares in
the capital of Investec Limited for nil consideration pursuant to the Investec Limited
Share Incentive Plan. These forfeitable share awards vest in three equal tranches in the
third, fourth and fifth years from the date of award:
Company Secretary: Number of forfeitable shares:
Niki van Wyk 12,000
Johannesburg and London
6 June 2016
Sponsor:
Investec Bank Limited
Date: 06/06/2016 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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