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Demerger of Ninety One - Results of general meetings and court meeting
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
As part of the dual listed company structure, Investec plc and Investec Limited (jointly “Investec”)
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 and the Listing Rules of the
United Kingdom Listing Authority (the “UKLA”) and/or the JSE Listing Requirements.
Accordingly we advise of the following:
INVESTEC PLC AND INVESTEC LIMITED
DEMERGER OF NINETY ONE RESULTS OF GENERAL MEETINGS AND COURT MEETING
Investec is pleased to announce that at the General Meetings of Investec plc and Investec Limited
(the “General Meetings”) and at the Court Meeting of Investec plc (the “Court Meetings”) held
earlier today in connection with the final processes needed to complete the Demerger of Ninety
One, to be implemented in part by a Court sanctioned scheme of arrangement (the “Scheme”), all
the resolutions proposed were duly passed. Full details of the resolutions are set out in the notices
of the General Meetings and of the Court Meeting contained in the circular to shareholders dated
29 November 2019 (the “Scheme Circular”).
As required by the dual listed company structure, all resolutions proposed at the General Meetings
were treated as Joint Electorate Actions and were decided on a poll of shareholders. Ordinary
shareholders were eligible to vote on resolutions 1, which was proposed as an ordinary resolution,
and ordinary and preference shareholders were eligible to vote on resolution 2, which was
proposed as a special resolution for Investec plc and as an ordinary resolution with a 75% majority
for Investec Limited. Both resolutions were passed by the required majority.
At the Court Meeting, a majority in number of Scheme Shareholders (as defined in the Scheme),
who voted (either in person or by proxy) and who together represented over 75% by value of the
votes cast, voted in favour of the resolution to approve the Scheme. The resolution was
accordingly passed.
The voting results of the General Meetings and the Court Meeting are given below:
GENERAL MEETINGS
Votes For % Votes % TOTAL Votes Wit Result
Against cast as % hhel
issued d
capital
Common Business: Investec plc and Investec Limited
1
To approve:
(i) the entry into and
implementation of
the Proposals; and
(ii) the authorisation of
the directors to
1 747,735,852 98.18% 13 822 552 1.82% 761 558 404 77.59% 212 399 Carried
take such actions
as they may
consider necessary
or appropriate to
carry out the
Proposals
To approve:
(i) the reduction of the
share premium
account of Investec
plc by
£855,926,402 and
the repayment of
such amount;
(ii) the reduction of
capital of Ninety
One plc;
(iii) the authorisation of
2 786 063 438 98.25% 13 963 291 1.75% 800 026 729 78.82% 229 484 Carried
the directors to
take the necessary
actions to carry the
Scheme into effect;
and
(iv) the amendments to
the Investec plc
Articles of
Association,
necessary to carry
the Scheme into
effect
COURT MEETING
The voting on the resolution to approve the Scheme was taken on a poll and the results were as
follows:
Number of Scheme Shareholders voting: For: 495 (94.65%) Against: 28 (5.35%)
Number of votes: For: 533,643,953 (97.75%) Against: 12,288,333 (2.25%)
Percentage of eligible Scheme Shares voted: For: 76.66% Against: 1.76%
ADDITIONAL INFORMATION ON VOTING AT THE GENERAL MEETINGS
In accordance with the disclosure requirements of the Johannesburg Stock Exchange (“JSE”) the
following additional information is provided on the voting at each of the General Meetings of
Investec plc and Investec Limited:
GENERAL MEETING OF INVESTEC PLC
The voting on the ordinary resolution to approve certain matters in connection with the completion
of the Demerger was taken on a poll and the results were as follows:
Resolution 1
Number of ordinary votes: For: 503,534,503 (97.48%) Against: 13,036,492 (2.52%) Withheld:
171,719
The voting on the special resolution to approve the Scheme and provide for its implementation
(amongst other things) was taken on a poll and the results were as follows:
Resolution 2
Number of ordinary and preference votes: For: 541,814,058 (97.65%) Against: 13,041,552 (2.35%)
Withheld: 179,317
GENERAL MEETING OF INVESTEC LIMITED
The voting on the ordinary resolution to approve certain matters in connection with the completion
of the Demerger was taken on poll and the results were as follows:
Resolution 1
Number of ordinary votes: For 244,201,349 (99.68%) Against: 786,060 (0.32%) Abstained: 40,680
The voting on the ordinary resolution with a 75% majority to approve the Schemes and provide for
their implementation (amongst other things) was taken on a poll and the results were as follows:
Resolution 2
Voting rights (Ordinary voting rights and Preference share voting rights) exercised on Resolution 2
245,171,119 which represent 76.88% of the total voting rights entitled to vote
Number of ordinary and preference share voting rights: For: 244,249,380 (99.62%) Against:
921,739 (0.38%) Abstained: 50,167
Completion of the UK Demerger remains subject to the satisfaction of certain conditions set out in
the Scheme Circular, including the Court sanctioning the Scheme at the Court hearing which is
expected to take place on 4 March 2020, amongst other things. Subject to the fulfilment of such
conditions, the Scheme is expected to become effective on 13 March 2020.
If the Scheme becomes effective, it is expected that on 16 March 2020:
- Ninety One plc ordinary shares will be admitted to the premium listing segment of the
Official List of the FCA and to trading on the Main Market of the London Stock Exchange
(“LSE”); and subject to a possible secondary inward listing and admission to trading on the
Main Board of the JSE; and
- Ninety One Limited ordinary shares will be listed and admitted to trading on the Main
Board of the JSE.
Other information:
A copy of the special resolution passed at the General Meeting has been submitted to the
Financial Conduct Authority and will shortly be available for inspection on the National Storage
Mechanism at www.morningstar.co.uk/uk/NSM
David Miller Niki van Wyk
Company Secretary Company Secretary
Investec plc Investec Limited
Johannesburg and London
Date: 10 February 2020
Sponsor: Investec Bank Limited
Enquiries:
Investor Relations
Investec Group Investor Relations
Carly Newton
carly.newton@investec.co.uk
+44 (0) 207 597 4493
Ninety One Investor Relations
Varuni Dharma
varuni.dharma@investecmail.com
+44 (0) 203 938 2486
Sole Global Co-Ordinator, Joint Bookrunner, UK Sponsor and Financial Adviser
J.P. Morgan Cazenove
+44 (0) 207 742 4000
JSE Sponsor
J.P. Morgan South Africa
+27 (0) 115 070 300
Joint Bookrunners
BofA Merrill Lynch
+44 (0) 207 628 1000
Investec Bank
+44 (0) 207 597 5970
Financial Adviser
Fenchurch Advisory Partners
+44 (0) 207 382 2222
Media Enquiries
Investec Group PR Advisers
Lansons (UK)
Tom Baldock
+44 (0) 207 566 9716 | +44 (0) 7860 101 715
tombaldock@lansons.com
Brunswick (South Africa)
Graeme Coetzee
+27 (0) 11 502 7419 | +27 (0) 63 685 6053
gcoetzee@brunswick.co.za
Ninety One PR Advisers
FTI Consulting (UK)
Neil Doyle
+44 (0) 20 3727 1141 | +44 (0) 7771 978 220
neil.doyle@fticonsulting.com
Fletcher Advisory (South Africa)
Daniel Thole
+27 (0) 61 400 2939
daniel@fletcheradvisory.com
Date: 10-02-2020 04:10:00
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