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Announcement of Maximum Acceptance Amount in Relation to 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
ANNOUNCEMENT OF MAXIMUM ACCEPTANCE AMOUNT IN RELATION TO TENDER OFFER
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" IN THE TENDER OFFER MEMORANDUM (AS
DEFINED BELOW)
Investec plc announces Maximum Acceptance Amount in relation to Tender Offer for
its £350,000,000 2.625 per cent. Callable Fixed Rate Resettable Subordinated Notes due
2032
23 January 2026. On 22 January 2026, Investec plc (the "Company") announced the launch of an
offer to holders of its £350,000,000 2.625 per cent. Callable Fixed Rate Resettable Subordinated
Notes due 2032 (ISIN: XS2393629311) (the "Notes"), to tender such Notes for purchase by the
Company for cash (the "Offer"). The Company also announced on 22 January 2026 its intention to
issue Sterling-denominated Callable Fixed Rate Resettable Subordinated Notes (the "New Notes"),
subject to market conditions.
The Offer is being made on the terms and subject to the conditions contained in the tender offer
memorandum prepared by the Company dated 22 January 2026 (the "Tender Offer
Memorandum"), and is subject to the offer restrictions set out in the Tender Offer Memorandum.
Pursuant to the Tender Offer Memorandum, the Company proposed to accept for purchase a
maximum aggregate principal amount of Notes which will be no greater than the aggregate principal
amount of the New Notes, subject to the right of the Company to decrease such Maximum
Acceptance Amount in its sole and absolute discretion (the "Maximum Acceptance Amount").
The purchase of any Notes by the Company pursuant to the Offer is also subject, without limitation,
to the successful completion (in the sole and absolute determination of the Company) of the issue
of the New Notes (the "New Financing Condition").
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.
Maximum Acceptance Amount
Following the pricing of the New Notes on 22 January 2026, the Company hereby announces that
the Maximum Acceptance Amount is £300,000,000.
Results Announcement
Following the expiration of the Offer, which is expected to take place at 4.00 p.m. (London time) on
29 January 2026, the Company is expected to announce (the "Results Announcement") as soon
as reasonably practicable on 30 January 2026 whether it will accept valid tenders of Notes pursuant
to the Offer (conditional upon satisfaction or waiver of the New Financing Condition).
In the Results Announcement, the Company expects to announce whether it will accept valid tenders
of Notes pursuant to the Offer (conditional upon satisfaction or waiver of the New Financing
Condition) and, if so (i) the Final Acceptance Amount, (ii) the Scaling Factor (if any) to be applied to
Tender Instructions and (iii) the aggregate principal amount of Notes that will remain outstanding
after the Settlement Date (if any).
Noteholders 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, Lloyds Bank Corporate Markets plc and Mizuho International 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.
Dealer Managers
Citigroup Global Markets Limited Lloyds Bank Corporate Markets plc
Citigroup Centre 33 Old Broad Street
Canada Square London EC2N 1HZ
Canary Wharf United Kingdom
London E14 5LB
Telephone: +44 20 7986 8969 Telephone: +44 207 158 1726
Email: liabilitymanagement.europe@citi.com Email: lbcmliabilitymanagement@lloydsbanking.com
Attention: Liability Management Group Attention: Liability Management Team
Mizuho International plc
30 Old Bailey
London EC4M 7AU
United Kingdom
Telephone: +34 91 790 7559
Email: liabilitymanagement@uk.mizuho-sc.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 News Building
3 London Bridge Street
London SE1 9SG
Attention: Scott Boswell
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 Noteholder 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
Notes 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 Notes 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 Noteholder 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 Noteholders either as a class or as
individuals, and none of them makes any recommendation as to whether Noteholders should tender
Notes 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 Noteholders with any legal,
business, tax or other advice in this announcement and/or the Tender Offer Memorandum.
Noteholders 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 Notes for cash.
LEI: 2138007Z3U5GWDN3MY22
23 January 2026
Sponsor: Investec Bank Limited
Date: 23-01-2026 12:00:00
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