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INVESTEC PLC - Transactions in Investec plc and Investec Limited ordinary shares

Release Date: 06/06/2016 17:30
Code(s): INP INL     PDF:  
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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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