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Announcement of Publication of Prospectus and Abridged Prelisting Statement
Ninety One Limited Ninety One plc
Incorporated in the Republic of South Africa Incorporated in England and Wales
Registration number 2019/526481/06 Registration number 12245293
Date of registration: 18 October 2019 Date of registration: 4 October 2019
JSE share code: NY1 LSE share code: N91
ISIN: ZAE000282356 JSE share code: N91
ISIN: GB00BJHPLV88
2 March 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This announcement is an advertisement for the purposes of the Prospectus Rules of the Financial Conduct
Authority ("FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into
the United States, Australia, Canada or Japan.
Neither this announcement, nor anything contained herein shall form the basis of, or be relied upon in connection
with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any
ordinary shares referred to in this announcement except on the basis of the information contained in the combined
price range prospectus and prelisting statement (the "Prospectus"), including the risk factors set out therein,
published by Ninety One plc and Ninety One Limited (together, “Ninety One” and together with their respective
subsidiaries as at the date of Admission (as defined below), the "Ninety One Group") today in connection with the
proposed offer of shares in Ninety One and, in the case of Ninety One plc, (i) the proposed admission of its ordinary
shares (“Ninety One plc Shares”) 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 (ii) the proposed secondary inward listing and
admission to trading of the Ninety One plc Shares on the Main Board of the Johannesburg Stock Exchange (“JSE”)
and, in the case of Ninety One Limited, the proposed primary listing and admission to trading of its ordinary shares
(“Ninety One Limited Shares” and together with the Ninety One plc Shares, the “Ninety One Shares”) on the Main
Board of the JSE (“Admission”). A copy of the Prospectus will be available for inspection from the registered office
of Ninety One Limited (36 Hans Strijdom Avenue, Foreshore, Cape Town, 8001, Republic of South Africa), at the
offices of Ninety One’s JSE Sponsor (1 Fricker Road, Illovo, Johannesburg, 2196, South Africa), at the offices of
Ninety One’s solicitors and online at www.investec.com/demerger and
www.investecassetmanagement.com/disclosure (with a link also available via www.ninetyone.com) (in each case,
subject to certain access restrictions).
The information in this Abridged Prelisting Statement has been extracted, in summarised form, from the full
Prospectus, published by Ninety One today.
Ninety One plc and Ninety One Limited (“Ninety One” or the “Companies”)
Announcement of Publication of Prospectus and Abridged Prelisting Statement
Further to the announcement by Ninety One earlier today relating to the price range in connection with its initial
public offering (the “Global Offer”), Ninety One confirms that its Prospectus has been approved by the FCA and
the JSE.
Details of the Global Offer are set out in the Prospectus, which will shortly be available on the Ninety One website
at www.investecassetmanagement.com/disclosure (with a link also available via www.ninetyone.com) and on the
Investec website at www.investec.com/demerger (in each case, subject to certain access restrictions). Hard copies
will be available during normal business hours at the registered offices of Ninety One Limited, at the offices of
Ninety One’s JSE Sponsor and at the offices of Ninety One’s solicitors.
The Prospectus has been submitted to the National Storage Mechanism and will be available shortly for inspection
at www.morningstar.co.uk/uk/NSM.
It is expected that Admission to listing and trading on the LSE and the Main Board of the JSE will become effective
and that unconditional dealings in the Ninety One Shares will commence at 8:00 a.m. (London time) on the LSE
and 7:00 a.m. (London time) on the JSE on 16 March 2020. In addition, the JSE has granted approval for admission
of the Ninety One Limited Shares to listing and trading as described above, under the abbreviated name “Ninety
1L” and under the share code “NY1”. The JSE has also granted Ninety One plc approval for admission to listing
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and trading as a secondary inward listing under the abbreviated name “Ninety 1P” and under the share code “N91”.
Both Ninety One Limited and Ninety One plc will trade under the “Financial Services – Asset Managers (8771)”
sector of the Main Board of the JSE.
Following Admission, Ninety One plc is expected to have 622,624,622 Ninety One plc Shares in issue and Ninety
One Limited is expected to have 300,089,454 Ninety One Limited Shares in issue. There are no treasury shares
currently in issue. Both Ninety One plc and Ninety One Limited will also have additional unlisted shares in issue
that are necessary to implement Ninety One’s dual-listed company structure, as described in more detail in the
Prospectus.
Terms used but not defined in this announcement, shall have the meaning given in the price range announcement
published by Ninety One earlier today.
Overview of the Ninety One Group
The Ninety One Group is a founder-led independent global asset manager, established in South Africa in 1991
with £121 billion in assets under management, as at 30 September 2019. It primarily offers a range of high-
conviction, active strategies to its sophisticated global client base.
The Ninety One Group’s investment proposition for clients centres on its range of differentiated strategies managed
by its specialist investment teams, providing access to a diverse range of asset classes and regions globally.
Today, the Ninety One Group serves its client base via five regional teams (known as “Client Groups”) – Africa, the
United Kingdom, Asia Pacific, the Americas and Europe and across two distribution channels – Institutional and
Advisor. Institutional clients include some of the world’s largest private and public sector pension funds, sovereign
wealth funds, insurers, corporates, foundations and central banks, while Advisor clients include large retail groups,
wealth managers, private banks and intermediaries serving individual investors.
For the six months ended 30 September 2019, the Ninety One Group had net inflows of £3.2 billion and operating
profit before exceptional items of £97.3 million.
Boards of Directors and Management
The Ninety One Boards include Gareth Penny as independent Non-Executive Chairman and Colin Keogh as Senior
Independent Director. The other independent non-executive directors on the Boards are Busisiwe Mabuza, Idoya
Basterrechea Aranda and Victoria Cochrane. Hendrik du Toit (Chief Executive Officer of Ninety One), Kim
McFarland (Finance Director of Ninety One) and Fani Titi (Joint CEO of Investec) complete the Ninety One Boards.
More information about the Boards of Directors is available online at
https://www.investecassetmanagement.com/en/ninety-one-chooses-new-board-for-independence/.
The business address for each of the Directors is: (i) 55 Gresham Street, London, EC2V 7EL, United Kingdom, in
respect of Ninety One plc; and (ii) 36 Hans Strijdom Avenue, Foreshore, Cape Town, 8001, Republic of South
Africa, in respect of Ninety One Limited.
Advisers
The following firms are acting for Investec and Ninety One:
- J.P. Morgan Securities plc ("J.P. Morgan Cazenove") as Sole Global Co-ordinator, Joint Bookrunner and
UK Sponsor;
- Investec Bank plc ("Investec Bank") and Merrill Lynch International ("BofA Securities") as Joint
Bookrunners;
- J.P. Morgan Equities South Africa Proprietary Limited as JSE Sponsor ("J.P. Morgan South Africa"); and
- Fenchurch Advisory Partners LLP (“Fenchurch Advisory Partners”) as Financial Adviser and J.P. Morgan
Cazenove as Financial Adviser to Investec in connection with the demerger.
References in this announcement to Investec Bank plc are to Investec Bank plc acting solely in its capacity as Joint
Bookrunner in connection with the Global Offer (and for the avoidance of doubt any references to affiliates of a
‘Joint Bookrunner’ or a ‘Bank’ shall exclude Ninety One and the Ninety One Group and Investec plc and Investec
Limited).
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Enquiries
Investor Relations
Varuni Dharma
varuni.dharma@investecmail.com
+44 (0) 203 938 2486
Sole Global Co-Ordinator, Joint Bookrunner, UK
Sponsor
J.P. Morgan Cazenove
+44 (0) 207 742 4000
JSE Sponsor
J.P. Morgan Equities South Africa (Pty) Ltd
+27 (0) 115 070 300
Joint Bookrunners
Investec Bank
+44 (0) 207 597 5970/ +27 11 286 7000
BofA Securities
+44 (0) 207 628 1000
Financial Adviser to Investec (in connection with the demerger)
J.P. Morgan Cazenove
+44 (0) 207 742 4000
Financial Adviser
Fenchurch Advisory Partners
+44 (0) 207 382 2222
Media Enquiries
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
Please refer to the Prospectus, which is available in electronic form at www.investec.com/demerger and
www.investecassetmanagement.com/disclosure (with a link also available via www.ninetyone.com), for further
details.
FORWARD-LOOKING STATEMENTS
This announcement may include statements that are, or may be deemed to be, "forward-looking statements".
These forward-looking statements may be identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each
case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results.
Any forward-looking statements reflect Ninety One's current view with respect to future events and are subject to
risks relating to future events and other risks, uncertainties and assumptions relating to the Ninety One Group's
business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking
statements speak only as of the date they are made.
Ninety One and J.P. Morgan Cazenove, BofA Securities, Investec Bank, J.P. Morgan South Africa and Fenchurch
Advisory Partners (together, the "Banks") expressly disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained in this announcement or any other forward-
looking statements they may make whether as a result of new information, future developments or otherwise.
IMPORTANT INFORMATION
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The contents of this announcement, which has been prepared by and is the sole responsibility of Ninety One plc
and Ninety One Limited, has been approved by Fenchurch Advisory Partners solely for the purposes of section
21(2)(b) of the Financial Services and Markets Act 2000 (as amended).
The information contained in this announcement is for background purposes only and does not purport to be full or
complete. No reliance may be placed by any person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan or any
other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution
of this announcement may be restricted by law and persons into whose possession any document or other
information referred to herein comes should inform themselves about and observe any such restriction. Any failure
to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or
otherwise invest in, securities in the United States, Australia, Canada or Japan. The Ninety One Shares referred
to herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities
Act"). The Ninety One Shares may not be offered or sold in the United States except pursuant to an exemption
from or in a transaction not subject to the registration requirements of the Securities Act. There will be no public
offer of securities in the United States.
In any member state of the European Economic Area ("EEA") and the United Kingdom, this announcement and
any offer if made subsequently is, and will be, directed only at persons who are "qualified investors" within the
meaning of the Prospectus Regulation (Regulation (EU) 2017/1129).
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase
and/or subscribe for securities in South Africa, including an offer to the public for the sale of, or subscription for, or
the solicitation or advertisement of an offer to buy and/or subscribe for, shares as defined in the South African
Companies Act, No. 71 of 2008 (as amended) or otherwise (the “SA Companies Act”) and will not be distributed to
any person in South Africa in any manner that could be construed as an offer to the public in terms of the SA
Companies Act. This announcement does not constitute a prospectus registered and/or issued in terms of the SA
Companies Act. Nothing in this announcement should be viewed, or construed, as “advice”, as that term is used in
the South African Financial Markets Act, No. 19 of 2012, as amended, and/or Financial Advisory and Intermediary
Services Act, No. 37 of 2002, as amended.
The final price of the Global Offer (the “Offer Price”) and number of Ninety One Shares to be sold by the Investec
Group in the Global Offer will be determined in due course and is currently expected to be announced on or about
16 March 2020. A number of factors will be considered in determining the final Offer Price and the number of
Shares to be sold in the Global Offer, including the level and nature of demand for the Ninety One Shares during
the bookbuilding process, the prevailing market conditions and the objective of establishing an orderly and liquid
after-market in the Ninety One Shares.
The information in this announcement is subject to change. If the Price Range changes prior to the announcement
of the final Offer Price, the revised Price Range will be announced and advertised as soon as possible and the
Companies will publish an additional supplementary prospectus. Any subscription or purchase of Ninety One
Shares in the Global Offer should be made solely on the basis of information contained in the Prospectus issued
by Ninety One in connection with the Global Offer and in any other prospectus supplements to be issued by the
Companies in connection with the Global Offer. Before subscribing for or purchasing any Ninety One Shares,
persons viewing this announcement should ensure that they fully understand and accept the risks set out in the
Prospectus. No reliance may be placed for any purpose on the information contained in this announcement or its
accuracy or completeness. Neither this announcement, nor anything contained herein, shall form the basis of or
constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any
Ninety One Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis
of, or be relied on in connection with, any contract therefor.
The Ninety One Group may decide not to proceed with the Global Offer and there is therefore no guarantee that
Admission will occur. Alternatively, the demerger and Admission may occur without the Global Offer going ahead.
The date of Admission may be influenced by things such as market conditions. Potential investors should not base
their financial decision on this announcement. Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all of the amount invested.
Persons considering making investments should consult an authorised person specialising in advising on such
investments. Neither this announcement, nor anything contained herein, constitutes a recommendation concerning
a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a
professional advisor as to the suitability of a possible offer for the person concerned.
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None of the Banks or any of their respective affiliates or any of their or their affiliates' directors, officers, employees,
advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any other information relating to Ninety One, its
subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents
or otherwise arising in connection therewith.
Each of the Banks is acting exclusively for Ninety One and/or Investec (as applicable) and no-one else in
connection with the Global Offer. They will not regard any other person as their respective clients in relation to the
Global Offer and will not be responsible to anyone other than Ninety One and/or Investec (as applicable) for
providing the protections afforded to their respective clients, nor for providing advice in relation to the Global Offer,
the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Each of J.P. Morgan Cazenove, BofA Securities and Investec Bank plc is authorised by the Prudential Regulation
Authority and regulated by the Prudential Regulation Authority and the FCA in the United Kingdom. Fenchurch
Advisory Partners is authorised and regulated by the FCA in the United Kingdom.
In connection with the Global Offer, each of the Banks and any of their respective affiliates, may take up a portion
of the Ninety One Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Ninety One Shares and other securities of the Companies or related
investments in connection with the Global Offer or otherwise. Accordingly, references in the Prospectus to the
Ninety One Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or subscription, acquisition, placing or dealing by any of the Banks and any of their
respective affiliates acting in such capacity. In addition, the Banks and any of their respective affiliates may enter
into financing arrangements (including swaps or contracts for differences) with investors in connection with which
they may from time to time acquire, hold or dispose of Ninety One Shares. None of the Banks nor any of their
respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
For the avoidance of doubt, the contents of the Companies’ websites are not incorporated by reference into, and
do not form part of, this announcement.
INFORMATION TO DISTRUBUTORS
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on
markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise,
which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with
respect thereto, the Ninety One Shares have been subject to a product approval process, which has determined
that the Ninety One Shares are: (i) compatible with an end target market of retail investors and investors who meet
the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ninety One Shares
may decline and investors could lose all or part of their investment; the Ninety One Shares offer no guaranteed
income and no capital protection; and an investment in the Ninety One Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the
Global Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only
procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to the Ninety One Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Ninety One
Shares and determining appropriate distribution channels.
END
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Date: 02-03-2020 04:15:00
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