Wrap Text
Launch of Tender Offer
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
JSE hybrid code: INPR JSE share code: INP
JSE debt code: INLV ISIN: GB00B17BBQ50
NSX share code: IVD LEI: 2138007Z3U5GWDN3MY22
BSE share code: INVESTEC
ISIN: ZAE000081949
LEI: 213800CU7SM6O4UWOZ70
LAUNCH OF TENDER OFFER
Investec plc announces Tender Offer for its £250,000,000 Fixed Rate Reset Perpetual
Additional Tier 1 Write Down Capital Securities
21 February 2024
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE
"OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
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 Listing
Rules of the United Kingdom Financial Conduct Authority and/or the JSE Listing Requirements.
Investec plc (the "Company") announces today an invitation to holders of its £250,000,000 Fixed
Rate Reset Perpetual Additional Tier 1 Write Down Capital Securities (ISIN: XS1692045864) (the
"Securities") to tender such Securities for purchase by the Company for cash (the "Offer").
The Offer is being made on the terms and subject to the conditions (including, without limitation, the
New Financing Condition) contained in a tender offer memorandum dated 21 February 2024 (the
"Tender Offer Memorandum") prepared by the Company and is subject to the offer restrictions set
out below and as more fully described in the Tender Offer Memorandum.
For detailed terms of the Offer, please refer to the Tender Offer Memorandum, copies of which are
(subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised
terms used in this announcement but not defined have the meanings given to them in the Tender
Offer Memorandum.
Rationale for the Offer
The Offer and the proposed issue of Sterling-denominated Fixed Rate Reset Perpetual Additional
Tier 1 Write Down Capital Securities (the "New Securities") are part of the Group's active
management of its debt profile and capital base. The net proceeds of the issue of the New Securities
will be used for general corporate purposes of the Group (which may include, without limitation,
financing the repurchase of some or all of the Securities pursuant to the Offer).
Any Securities acquired by the Company pursuant to the Offer will be cancelled and will not be re-
issued or re-sold.
Summary of the Offer
Optional
Outstanding Redemption
Description of the principal Date and First Coupon to First Amount subject to
Securities ISIN amount Reset Date(1) Reset Date(1) Purchase Price the Offer
Fixed Rate Reset Perpetual XS1692045864 £250,000,000 5 December 6.75 per cent. per 99.00 per cent. Any and all
Additional Tier 1 Write Down 2024 annum
Capital Securities
Details of the Offer
Purchase Price and Accrued Interest Payment
Subject to the satisfaction or waiver of the New Financing Condition (as defined below), the
Company will, on the Settlement Date, pay for any Securities validly tendered and accepted for
purchase by it pursuant to the Offer a cash purchase price for such Securities (the "Purchase Price")
equal to 99.00 per cent. of the principal amount of the relevant Securities. The Company will also
pay an Accrued Interest Payment in respect of any Securities accepted for purchase pursuant to the
Offer.
New Financing Condition; No Obligation to accept tenders
The Company announced today its intention to issue the New Securities, subject to market
conditions.
The Company is not under any obligation to accept any tender of Securities for purchase pursuant
to the Offer. The acceptance for purchase by the Company of Securities tendered pursuant to the
Offer is at the sole and absolute discretion of the Company and tenders may be rejected by the
Company for any reason.
The purchase of any Securities by the Company pursuant to the Offer is also subject, without
limitation, to the successful completion (in the sole determination of the Company) of the issue of
the New Securities (the "New Financing Condition").
Any acceptance by the Company prior to satisfaction of the New Financing Condition of
Securities tendered for purchase in the Offer shall be conditional upon satisfaction or waiver
of the New Financing Condition.
The Company reserves the right at any time to waive any or all of the conditions of the Offer
(including the New Financing Condition) as set out in the Tender Offer Memorandum.
Any investment decision to purchase any New Securities should be made solely on the basis of the
information contained in the Prospectus and no reliance is to be placed on any representations other
than those contained in the Prospectus. Subject to compliance with all applicable securities laws
and regulations, a preliminary version of the Prospectus dated the date of the Tender Offer
Memorandum (the "Preliminary Prospectus") is available from the Dealer Managers, in their
capacity as joint lead managers of the issue of the New Securities (the "Joint Lead Managers"), on
request. Holders who may wish to subscribe for New Securities should carefully consider all of the
information in the Preliminary Prospectus and (once published) the Prospectus, including (but not
limited to) the risk factors therein.
(1) On 5 December 2024, the interest rate will reset and the Securities will bear interest at a rate which is the aggregate of the
applicable gilt rate and a margin of +5.749 per cent. per annum.
The New Securities are not being, and will not be, offered or sold in the United States. Nothing in
this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation
of an offer to buy the New Securities in the United States or any other jurisdiction. Securities may
not be offered, sold or delivered in the United States absent registration under, or an exemption from
the registration requirements of the United States Securities Act of 1933, as amended (the
"Securities Act").
The New Securities have not been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States, and may not be offered, sold
or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the Securities Act).
The New Securities are complex financial instruments and are not a suitable or appropriate
investment for all investors. In some jurisdictions, regulatory authorities have adopted or published
laws, regulations or guidance with respect to the offer or sale of securities such as the New
Securities to retail investors. Potential investors in the New Securities should inform themselves of,
and comply with, any applicable laws, regulations or regulatory guidance with respect to any resale
of the New Securities (or any beneficial interests therein).
The New Securities have and shall only be offered in conformity with the provisions of the
Prospectus and the selling restrictions and, if applicable, the exemption wording, contained therein.
The ability to purchase New Securities is subject to all applicable securities laws and regulations in
force in any relevant jurisdiction (including the jurisdiction of the relevant Holder and the selling
restrictions and, if applicable, the exemption wording, that will be set out in the Prospectus). It is the
sole responsibility of each Holder to satisfy itself that it is eligible to purchase the New Securities.
No action has been or will be taken in any jurisdiction in relation to the New Securities to permit a
public offering of securities. UK MiFIR professionals/ECPs-only – Manufacturer target market (UK
MiFIR product governance) is eligible counterparties and professional clients only (all distribution
channels). No EU PRIIPs or UK PRIIPs key information document has been prepared as not
available to retail in EEA or the UK, as applicable. No sales to retail clients (as defined in COBS 3.4)
in the UK (as further discussed in the Tender Offer Memorandum).
New Securities Priority Allocation
The Company will, in connection with the allocation of the New Securities, consider among other
factors whether or not the relevant investor seeking an allocation of the New Securities has – prior
to pricing and allocation of the New Securities – validly tendered or indicated its firm intention to any
of the Dealer Managers to tender their Securities (and the principal amount of Securities such
investor has tendered or intends to tender) and to any of the Dealer Managers (in its capacity as a
Joint Lead Manager) to subscribe for New Securities. Therefore, a Holder that wishes to subscribe
for New Securities in addition to validly tendering Securities for purchase pursuant to the Offer may,
at the sole and absolute discretion of the Company, receive priority in the allocation of the New
Securities, subject to the terms set out in the Tender Offer Memorandum, the satisfaction or waiver
of the New Financing Condition and such Holder also making a separate application for the purchase
of such New Securities to a Dealer Manager (in its capacity as Joint Lead Manager) in accordance
with the standard new issue procedures of such manager. However the Company is not obliged to
allocate the New Securities to a Holder who has validly tendered or indicated a firm intention to
tender Securities pursuant to the Offer; and if New Securities are allocated to a Holder the principal
amount thereof may be less (or more) than the aggregate principal amount of the Securities validly
tendered by such Holder in the Offer and accepted for purchase by the Company. Any such priority
allocation will also take into account (among other factors) the denominations of the New Securities,
being a minimum of £200,000 and integral multiples of £1,000 in excess thereof. To contact the
Dealer Managers, Holders should use the contact details below.
All allocations of the New Securities, while being considered by the Company as set out above, will
be made in accordance with customary new issue allocation processes and procedures in the sole
and absolute discretion of the Company. In the event that a Holder validly tenders Securities
pursuant to the Offer, such Securities will remain subject to such tender and the conditions of the
Offer as set out in the Tender Offer Memorandum irrespective of whether that Holder receives all,
part or none of any allocation of New Securities for which it has applied.
Existing Holders should note that the pricing and allocation of the New Securities are
expected to take place prior to the Expiration Deadline for the Offer, and any Holder who
wishes to subscribe for New Securities in addition to tendering their Securities for purchase
pursuant to the Offer should therefore provide, as soon as practicable, to the Company or
any Dealer Manager an indication of its firm intention to tender their Securities for purchase
and the principal amount of the Securities that it intends to tender pursuant to the Offer.
Any and All Offer
If the Company decides to accept any Securities for purchase, subject to satisfaction or waiver of
the New Financing Condition on or prior to the Settlement Date, the Company intends to accept for
purchase pursuant to the Offer all validly tendered Securities in full, with no pro rata scaling (the final
amount accepted for purchase pursuant to the Offer being the "Final Acceptance Amount").
Indicative Offer Timetable
Date and time
(all times are London
Events time)
Commencement of the Offer
Announcement of the Offer and intention of the Company to issue the 21 February 2024
New Securities. Tender Offer Memorandum available from the Tender
Agent.
Pricing of the New Securities Expected to be prior to the
Expected pricing of the New Securities. Expiration Deadline
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender 4.00 p.m. (London time) on
Agent in order for Holders to be able to participate in the Offer. 28 February 2024
Results Announcement
Announcement by the Company of whether it will accept (conditional As soon as reasonably
upon satisfaction of the New Financing Condition on or prior to the practicable on the Business
Settlement Date) valid tenders of Securities for purchase pursuant to Day following the
the Offer and, if so accepted (i) the Final Acceptance Amount, (ii) the Expiration Deadline
expected Settlement Date and (iii) the aggregate principal amount of
Securities that will remain outstanding after the Settlement Date (if
any).
Settlement Date
Subject to satisfaction or waiver of the New Financing Condition, Expected to be on or
payment of the Purchase Price and Accrued Interest Payment for any around
Securities accepted for purchase and settlement of such purchases. 1 March 2024
The above dates and times are subject, where applicable, to the right of the Company to extend, re-
open, amend, waive any condition of and/or terminate the Offer. Holders are advised to check with
any bank, securities broker or other intermediary through which they hold Securities whether such
intermediary would require to receive instructions to participate in the Offer before the deadlines
specified above. The deadlines set by each Clearing System and instructions for the
submission of Tender Instructions will also be earlier than the relevant deadlines above.
Holders are advised to read carefully the Tender Offer Memorandum for full details of and
information on the procedures for participating in the Offer.
Citigroup Global Markets Limited, J.P. Morgan Securities and Lloyds Bank Corporate Markets plc
are acting as Dealer Managers for the Offer and Kroll Issuer Services Limited is acting as Tender
Agent.
Questions and requests for assistance in connection with the Offer may be directed to the Dealer
Managers.
Sponsor: Investec Bank Limited
Dealer Managers
Citigroup Global Markets Limited J.P. Morgan Securities plc
Citigroup Centre
25 Bank Street
33 Canada Square
Canary Wharf Canary Wharf
London E14 5LB London E14 5JP
Telephone: +44 20 7986 8969
Telephone: +44 20 7134 2468
Email: liabilitymanagement.europe@citi.com
Attention: Liability Management Group Email:
liability_management_EMEA@jpmorgan.com
Attention: EMEA Liability Management Group
Lloyds Bank Corporate Markets plc
10 Gresham Street
London EC2V 7AE
Telephone: +44 207 158 1726 / 3939
Email: lbcmliability.management@lloydsbanking.com
Attention: Liability Management
Questions and requests for assistance in connection with the procedures for participating in the Offer, including the delivery of
Tender Instructions, may be directed to the Tender Agent.
The Tender Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
Attention: Owen Morris
Telephone: +44 20 7704 0880
Email: investec@is.kroll.com
Website: https://deals.is.kroll.com/investec
This announcement is released by Investec plc and contains information that qualified or may have
qualified as inside information for the purposes of Article 7 of Regulation (EU) 596/2014 ("MAR"),
as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal)
Act 2018 ("UK MAR"), encompassing information relating to the Offer described above. For the
purposes of UK MAR and Article 2 of the binding technical standards published by the FCA in relation
to MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is
made by David Miller, Company Secretary at Investec plc.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum.
This announcement and the Tender Offer Memorandum contain important information which should
be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt
as to the contents of this announcement and/or the Tender Offer Memorandum or the action it should
take, it is recommended to seek its own financial, regulatory and legal advice, including in respect
of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other
independent financial, regulatory, tax or legal adviser. Any individual or company whose Securities
are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must
contact such entity if it wishes to tender such Securities pursuant to the Offer. The Dealer Managers
are acting exclusively for the Company and no one else in connection with the arrangements
described in this announcement and the Tender Offer Memorandum and will not be responsible to
any Holder for providing the protections which would be afforded to customers of the Dealer
Managers or for advising any other person in connection with the Offer. None of the Company, the
Dealer Managers or the Tender Agent has made or will make any assessment of the merits and risks
of the Offer or of the impact of the Offer on the interests of the Holders either as a class or as
individuals, and none of them makes any recommendation as to whether Holders should tender
Securities pursuant to the Offer. None of the Company, the Dealer Managers or the Tender Agent
(or any of their respective directors, employees or affiliates) is providing Holders with any legal,
business, tax or other advice in this announcement and/or the Tender Offer Memorandum. Holders
should consult with their own advisers as needed to assist them in making an investment decision
and to advise them whether they are legally permitted to tender Securities for cash.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate
in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such
invitation or to participate in the Offer under applicable securities laws. The distribution of this
announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s)
are required by each of the Company, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender
Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Securities (and
tenders of Securities in the Offer will not be accepted from Holders) in any circumstances in which
such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer and any Dealer Manager or any of their
respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be
deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the
Company in such jurisdiction.
Nothing in this announcement nor the Tender Offer Memorandum or the electronic transmission
thereof constitutes an offer to sell or the solicitation of an offer to buy the New Securities in the
United States or any other jurisdiction.
United States
The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the
mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of
a national securities exchange of, the United States. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and other forms of electronic
communication. The Securities may not be tendered in the Offer by any such use, means,
instrumentality or facility from or within the United States or by persons located or resident in the
United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians,
nominees or trustees) in or into the United States or to any persons located or resident in the United
States. Any purported tender of Securities in the Offer resulting directly or indirectly from a violation
of these restrictions will be invalid and any purported tender of Securities made by, or by any person
acting for the account or benefit of, a person located in the United States or any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a principal giving instructions from within
the United States will be invalid and will not be accepted. The New Securities have not been, and
will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction
of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United
States or to, or for the account or benefit of, U.S. persons.
Each Holder participating in the Offer will represent that it is not located in the United States and is
not participating in such Offer from the United States, or it is acting on a non-discretionary basis for
a principal located outside the United States that is not giving an order to participate in such Offer
from the United States. For the purposes of this and the above paragraph, United States means the
United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the
United States of America and the District of Columbia.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Offer in respect of the Securities is not being made and such documents
and/or materials have not been approved by an authorised person for the purposes of section 21 of
the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on to, the general public in the United
Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within
the United Kingdom falling within the definition of investment professionals (as defined in Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order")), or within Article 43(2) of the Order, or within Article 49(2)(a) to (d) of the Order, or to other
persons to whom it may lawfully be communicated in accordance with the Order.
France
The Offer is not being made, directly or indirectly, in the Republic of France ("France") other than to
qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129
(as amended). None of this announcement, the Tender Offer Memorandum or any other documents
or materials relating to the Offer have been or shall be distributed in France other than to qualified
investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to
participate in the Offer. This announcement, the Tender Offer Memorandum and any other
document or material relating to the Offer have not been and will not be submitted for clearance to
nor approved by the Autorité des marchés financiers.
Italy
None of this announcement, the Tender Offer Memorandum and any other documents or materials
relating to the Offer have been or will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.
The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-
bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14
May 1999, as amended (the "Issuers' Regulation"). The Offer is also being carried out in
compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.
A Holder located in the Republic of Italy can tender Securities through authorised persons (such as
investment firms, banks or financial intermediaries permitted to conduct such activities in the
Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of
15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September,
1993, as amended) and in compliance with applicable laws and regulations or with requirements
imposed by CONSOB or any other Italian authority.
Each intermediary must comply with all applicable laws and regulations concerning information
duties vis-à-vis its clients in connection with the Securities or the Offer.
Date: 21-02-2024 11:45:00
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