INVESTEC PLC - Proposed acceleration and amendment of the Option between Investec and Investec Asset Management Senior Management

Proposed acceleration and amendment of the Option between Investec and Investec Asset Management Senior Management

Investec Limited                                                Investec plc
Incorporated in the Republic of South Africa                    Incorporated in England and Wales
Registration number 1925/002833/06                              Registration number 03633621
JSE share code: INL                                             LSE share code: INVP
NSX share code: IVD                                             JSE share code: INP
BSE share code: INVESTEC                                        ISIN: GB00B17BBQ50
ISIN: ZAE000081949




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 Guidance
and Transparency Rules (the "DTR") and the Listing Rules of the United Kingdom Listing Authority (the
"UKLA") and/or the JSE Listing Requirements.

                                   Investec Limited and Investec plc
                                   (together "Investec" or the “Group”)

Proposed acceleration and amendment of the Option between Investec and Investec Asset
Management Senior Management


On 1 August 2013, Investec announced the completion of the disposal of an initial 15% shareholding in
Investec Asset Management Limited and Investec Asset Management Holdings Pty Limited (together
“Investec Asset Management”) to Forty Two Point Two (the “Original Transaction”). Certain members of
Investec Asset Management’s management team (the “Participants”) participate in The Marathon Trust
that, in turn, wholly owns Forty Two Point Two. The Participants comprise senior managers and employees
of Investec Asset Management.


At the time of the Original Transaction, Investec and Forty Two Point Two entered into an option agreement
whereby Forty Two Point Two was granted an option to acquire up to a further 5% (less one share) stake
in Investec Asset Management’s equity over a seven year period (the “Option”). In each of 2016, 2017, and
2018, the Option has been exercised to acquire an additional 1% of Investec Asset Management, with the
result that Forty Two Point Two currently holds 18% of Investec Asset Management.


Today, the Boards of Directors of Investec announce that an agreement has been reached with Forty Two
Point Two to amend the Option to allow for the acceleration of the outstanding exercisable options, covering
2% (less one share) of the equity in Investec Asset Management, to be exercised by Forty Two Point Two
during the period from 11 December 2018 until 15 June 2019 (the “Transaction”). It is expected that the
Transaction will complete on or about 14 December 2018, resulting in Forty Two Point Two’s stake in the
equity of Investec Asset Management increasing to 20% less one share.
The consideration payable by Forty Two Point Two pursuant to the Transaction will total £33.8 million in
aggregate, and has been calculated using the formula set out in the Original Transaction agreement, as
amended, by reference to the financial results of Investec Asset Management for the year ended 31 March
2018.


Forty Two Point Two is a substantial shareholder in Investec Asset Management and is therefore a related
party for the purposes of the Transaction.


The Transaction is a smaller related party transaction under LR 11.1.10.R, and the Boards of Directors of
Investec are satisfied that the Transaction is being undertaken on terms that are fair and reasonable as far
as Investec shareholders are concerned. The Board of Directors of Investec are also satisfied that the
amendments to the Original Transaction are not material and do not conflict with the Original Transaction
(as required in terms of the JSE Limited practice note dated 8 May 2012), and therefore the Transaction
will not be referred to shareholders for approval.


Enquiries:
David Miller
Company Secretary
+44 (0) 207 597 4000


Independent JSE Sponsor
J.P. Morgan Equities South Africa Proprietary Limited


Joint JSE Sponsor
Investec



Johannesburg and London
13 December 2018

Sponsor:
Investec Bank Limited

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