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Offer for purchase of preference shares issued by Investec plc - announcement of results of the tender offers
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 OR TO ANY PERSON LOCATED OR RESIDENT IN
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
As part of the dual listed company structure, Investec plc and Investec Limited notify both the
London Stock Exchange plc and JSE Limited of matters which are required to be disclosed under
the Disclosure, Transparency and Listing Rules of the United Kingdom Listing Authority and/or the
JSE Listing Requirements. Accordingly we advise of the following:
OFFER FOR PURCHASE OF PREFERENCE SHARES ISSUED BY INVESTEC PLC –
ANNOUNCEMENT OF RESULTS OF THE TENDER OFFERS
27 July 2016 – Further to the announcements released by Investec plc (“Investec”) dated (i) 20 June 2016
entitled “Offer for Purchase of Preference Shares Issued by Investec plc” and (ii) 27 June 2016 entitled “Offer
For Purchase of Preference Shares Issued by Investec plc – Amendment to Expected Settlement Date”,
Investec hereby announces the results of its invitation to holders of the Preference Shares (as defined herein)
(the “Preference Shareholders”), which was made subject to certain offer restrictions and upon the terms
and subject to the conditions contained in the tender offer memorandum dated 20 June 2016 (the “Tender
Offer Memorandum”), to tender any or all of their Preference Shares for purchase by Investec for cash
consideration (such invitation the “Tender Offer” and, together, the “Tender Offers”).
The Tender Offers were conditional upon, amongst other things, approval of the Purchase Resolution which
was proposed and approved at the General Meetings of the shareholders of Investec and Investec Limited on
20 July 2016 as more particularly described in the Tender Offer Memorandum, the Circular dated 20 June
2016 and the announcements released by Investec entitled “Publication of Shareholder Circular and Notice of
General Meeting” dated 20 June 2016 and “General Meetings of Investec Limited and Investec plc held on 20
July 2016” dated 20 July 2016.
Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them
in the Tender Offer Memorandum.
Summary of Results of the Tender Offers
Following the Expiration Deadline, Investec hereby announces that it proposes to accept for purchase valid
Offers pursuant to the Tender Offers in the aggregate amounts of (i) 12,176,826 Sterling Preference Shares
and (ii) 1,994,493 Rand Preference Shares, as more particularly set out in the table below:
Number of
Number of Preference
Aggregate number of
Preference Shares Shares
Preference Shares Applicable
Preference Shares ISIN / Share Code outstanding before outstanding
accepted for Purchase Price
purchase and following
purchase
cancellation purchase and
cancellation
The non-redeemable, GB00B19RX541 / 15,081,149 12,176,826 GBP5.7509589 / 2,904,323
non-cumulative, non- INPP ZAR108.5631515
participating preference
shares of GBP0.01 each
in the capital of Investec
(the “Sterling
Preference Shares”)
The non-redeemable, GB00B4B0Q974 / 2,275,940 1,994,493 ZAR103.3887671 281,447
non-cumulative, non- INPPR
participating preference
shares of ZAR0.001
each in the capital of
Investec ( the “Rand
Preference Shares” and
together with the Sterling
Preference Shares, the
“Preference Shares”
and each of the Rand
Preference Shares and
the Sterling Preference
Shares respectively, an
“Issue”)
The Sterling Purchase Price comprises a principal amount of GBP5.70 per Sterling Preference Share plus an
amount of 5.09589 pence per Sterling Preference Share which is equal to the accrued but undeclared and
unpaid dividends from 1 April 2016 up to the expected Settlement Date.
The Rand Purchase Price comprises a principal amount of ZAR100 plus an amount of 338.87671 cents per
Rand Preference Share which is equal to the accrued but undeclared and unpaid dividends from 1 April 2016
up to the expected Settlement Date. See also Part VIII “Tax Consequences” of the Tender Offer
Memorandum; in particular, in relation to South African Dividend Tax and withholding.
Sterling Preference Shareholders who hold their Sterling Preference Shares via STRATE or who have a
registered address on the register of Preference Shareholders in South Africa will receive the Sterling
Purchase Price in Rand in the amount of ZAR18.8774 per GBP1.00, being the mid rate quoted by Bloomberg
on its GBPZAR CURNCY Page at 5.00 p.m. (London time) and 6.00 p.m. (Johannesburg time) following the
Expiration Deadline (the “ZAR FX Rate”). The expected Settlement Date is 2 August 2016.
Settlement
Payment of the applicable Purchase Price for the Preference Shares to be purchased pursuant to the Tender
Offers will be made by the Receiving Agent who will act as agent for the Preference Shareholders who have
had their Offers accepted by Investec for the purpose of receiving the applicable Purchase Price and
transmitting payment to those Preference Shareholders. Under no circumstances will additional interest be
paid on the applicable Purchase Price to be paid by Investec or the Receiving Agent regardless of any delay
by any person in making such payment.
Preference Shareholders that hold Preference Shares in uncertificated form in CREST or STRATE will have
their accounts with CREST, STRATE or their relevant sponsor, broker or CSDP, as the case may be,
updated on or shortly following the Settlement Date.
The payment of any consideration owed to Preference Shareholders pursuant to the Tender Offers will be
made to such Preference Shareholders who hold their Preference Shares in certificated form only after
receipt by the Receiving Agent of the relevant certificates (or an indemnity in a form acceptable to Investec
and the Receiving Agent), as detailed in the Tender Offer Memorandum, and cheques (unless electronic
transfer has been elected) in respect of such Preference Shares will be posted on or shortly following the
Settlement Date.
Preference Shares which are not validly tendered pursuant to the Tender Offers shall continue to be held by
the relevant Preference Shareholder in accordance with their terms.
Further information
This announcement is for information purposes only. A complete description of the terms and conditions of
the Tender Offers and the risk factors pertaining thereto is set out in the Tender Offer Memorandum.
Announcements relating to the Tender Offers can also be obtained from, amongst other places, on the
Investor Relations page on Investec’s website (www.investec.com).
Investec has retained each of (i) J.P. Morgan Securities plc to act as dealer manager in relation only to the
Sterling Preference Shares which are held by Sterling Preference Shareholders who (i) are resident outside
of South Africa and (ii) hold their Sterling Preference Shares (x) in CREST or (y) in certificated form outside of
CREST and STRATE (the “UK Dealer Manager”) and (ii) Investec Bank Limited to act in its capacity as
dealer manager in relation only to the (1) Rand Preference Shares; and (2) Sterling Preference Shares held
by Sterling Preference Shareholders who (i) are resident in South Africa and (ii) hold their Sterling Preference
Shares (x) in STRATE or (y) in certificated form outside of CREST and STRATE (the “SA Dealer Manager”
and, together with the UK Dealer Manager, the “Dealer Managers” and each a “Dealer Manager”) for the
Tender Offers . Investec has retained Computershare Investor Services PLC to act as Receiving Agent.
Requests for information in relation to the Tender Offers should be directed to:
DEALER MANAGERS
J.P. MORGAN SECURITIES PLC INVESTEC BANK LIMITED
(as UK Dealer Manager) (as SA Dealer Manager)
25 Bank Street 100 Grayston Drive
Canary Wharf Sandown
London E14 5JP Sandton
United Kingdom Johannesburg
Telephone: +44 207 134 2468 2196
Email: emea_lm@jpmorgan.com Republic of South Africa
Telephone: +27 11 286 7326
Email: robert.smith@investec.co.za
COMPUTERSHARE INVESTOR SERVICES PLC
(as Receiving Agent)
The Pavilions
Bridgwater Road
Bristol BS13 8AE
Telephone: +44 370 707 1077
Email: web.queries@computershare.co.uk
Computershare Investor Services (Pty) Limited
PO Box 61763
Marshalltown 2107
Republic of South Africa
Telephone: +27 11 870 8216
Attention: Corporate Actions Department
South African Sponsor
Investec Bank Limited
For further information please contact:
Investec plc +44 207 597 5546 / + 27 11 286 7070
Stephen Koseff – Chief Executive Officer
Bernard Kantor – Managing Director
Ursula Nobrega – Head of Investor Relations
This announcement contains inside information.
Date: 27/07/2016 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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