| Tue 28 Jul 2009, 13:09 | | INP - Investec Plc - Result of equity placing of 22 000 000 new ordinary |
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INP
INP
INP - Investec Plc - Result of equity placing of 22,000,000 new ordinary
shares of Investec Plc providing funds to allow the repurchase of debt at a
discount to par
Investec Plc
Incorporated in England and Wales
Registration number 3633621
JSE share code: INP
ISIN: GB00B17BBQ50
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, JAPAN AND JERSEY
Result of Equity Placing of 22,000,000 new Ordinary Shares of Investec plc
providing funds to allow the repurchase of debt at a discount to par
Investec plc ("Investec" or the "Company") announces that it has raised
GBP85.8 million before commissions and expenses by the Placing completed
today of 22,000,000 new Ordinary Shares representing 4.92 per cent of the
number of the existing Ordinary Shares of the Company and 3.07 per cent of
the number of the combined existing Ordinary Shares of the Company and
Investec Limited at 390 pence per share (the "Placing Price"). Merrill Lynch
International ("Merrill Lynch") acted as sole bookrunners in relation to the
Placing.
The Placing Shares will be issued credited as fully paid and will rank pari
passu with the existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, including the right to the final
dividend for the year ended 31 March 2009.
The Company will apply for admission of the Placing Shares to trading on the
main market of the London Stock Exchange ("London Admission") and the
Johannesburg Stock Exchange ("South African Admission"). It is expected that
the London Admission will take place and that trading will commence on 31
July 2009, with the South African Admission to occur shortly thereafter.
The Placing is conditional, inter alia, upon London Admission becoming
effective and the placing agreement made between the Company and Merrill
Lynch not being terminated. It is anticipated that the settlement date will
be 31 July 2009.
Capitalised terms used, but not defined in this announcement have the same
meanings as set out in the placing announcement of the Company released at
7.00 a.m. on the date hereof.
Johannesburg, 28 July 2009
Investment Bank and Sponsor in South Africa
Investec Bank Limited
Contacts
Investec plc +44 20 7597
5546
Stephen Koseff, Chief Executive
Officer
Bernard Kantor, Managing
Director
Ursula Nobrega, Investor
Relations
BofA Merrill Lynch +44 20 7996
1000
Henrietta Baldock
Paul Frankfurt
Michael Larbie
Oliver Holbourn
Citigate Dewe Rogerson +44 20 7638
9571
Jonathan Clare
Tom Baldock
Ged Brumby
This announcement contains (or may contain) certain forward-looking
statements with respect to certain of Investec`s plans and its current goals
and expectations relating to its future core tier 1 capital position,
financial condition and performance and which involve a number of risks and
uncertainties. Investec cautions readers that no forward-looking statement is
a guarantee of future performance and that actual results could differ
materially from those contained in the forward-looking statements. These
forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements
sometimes use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of similar
meaning. By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions, the effects
of continued volatility in credit markets, market-related risks such as
changes in interest rates and foreign exchange rates, the policies and
actions of governmental and regulatory authorities, changes in legislation,
the further development of standards and interpretations under International
Financial Reporting Standards ("IFRS") applicable to past, current and future
periods, evolving practices with regard to the interpretation and application
of standards under IFRS, the outcome of pending and future litigation or
regulatory investigations, acquisitions and other strategic transactions and
the impact of competition. A number of these factors are beyond Investec`s
control. As a result, Investec`s actual future results may differ materially
from the plans, goals, and expectations set forth in Investec`s forward-
looking statements. Any forward-looking statements made in this announcement
by or on behalf of Investec speak only as of the date they are made. Except
as required by the FSA, the London Stock Exchange or applicable law, Investec
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained in this
announcement to reflect any changes in Investec`s expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statement is based.
This announcement is for information purposes only and shall not constitute
an offer to buy, sell, issue, or acquire, or the solicitation of an offer to
buy, sell, issue, or acquire any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. This announcement has been issued by and is
the sole responsibility of Investec.
No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that earnings
per ordinary share for the current or future financial years would
necessarily match or exceed the historical published earnings per ordinary
share.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Merrill Lynch or by any of its affiliates or agents as to, or in relation
to, the accuracy or completeness of this announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefore is expressly disclaimed.
Merrill Lynch International, which is authorised and regulated in the United
Kingdom by the FSA, is acting for Investec and for no-one else in connection
with the Placing, and will not be responsible to anyone other than Investec
for providing the protections afforded to customers of Merrill Lynch
International or for providing advice to any other person in relation to the
Placing or any other matter referred to herein.
The distribution of this announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken
by Investec or Merrill Lynch that would permit an offering of such shares or
possession or distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this announcement
comes are required by Investec and Merrill Lynch to inform themselves about,
and to observe such restrictions.
The price of shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of the
shares.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS
WHO ARE: (A) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III)
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (B) (I)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE
"PROSPECTUS DIRECTIVE")), AND/OR (II) PERSONS IN THE UNITED KINGDOM WHO ARE
QUALIFIED INVESTORS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN INVESTEC
PLC.
This announcement is not for distribution, directly or indirectly, in or into
the United States, Canada, Japan or Jersey or any jurisdiction into which the
same would be unlawful. This announcement does not constitute or form part of
an offer or solicitation to purchase shares in the capital of Investec in the
United States, Canada, Japan or Jersey or any jurisdiction in which such an
offer or solicitation is unlawful. In particular, the Placing Shares referred
to in this announcement have not been, and will not be, registered under the
Securities Act or under the securities legislation of any state of the United
States, and may not be offered or sold, directly or indirectly, in or into
the United States absent registration or pursuant to an exemption from, or in
a transaction not subject to, the registration requirements under the
Securities Act. Subject to exceptions, the Placing Shares referred to in this
announcement are being offered and sold only outside the United States in
accordance with Regulation S under the Securities Act. No public offering of
securities of Investec will be made in connection with the Placing in the
United Kingdom, the United States, Australia, Canada, Japan, Jersey, South
Africa or elsewhere.
The relevant clearances have not been, and nor will they be, obtained from
the securities commission of any province or territory of Canada; no
prospectus has been lodged with, or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance; and the
Placing Shares have not been, and nor will they be, registered under the
securities laws of any state, province or territory of Australia, Canada,
Japan, Jersey or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States, Australia,
Canada, Japan or Jersey or any other jurisdiction outside the United Kingdom.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any State securities commission or any other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this announcement. Any representation to the contrary is
unlawful.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this announcement
should seek appropriate advice before taking any action.
Residents of South Africa are subject to exchange control regulations as
issued from time to time by the Exchange Control Division of the SARB and are
advised to seek independent advice regarding any permissions that may be
required of the Exchange Control Division of the SARB with regard to the
acquisition of Placing Shares by any resident of South Africa. To the extent
that Placing Shares are offered for acquisition or sale in South Africa, such
offer is being effected in terms of section 144 of the South African
Companies Act and does not constitute an offer to the public or any sector of
the public within the meaning of the South African Companies Act.
This announcement relates to an Exempt Offer in accordance with the Offered
Securities Rules of the DFSA. This announcement is intended for distribution
only to persons of a type specified in the Offered Securities Rules of the
DFSA. It must not be delivered to, or relied on by, any other person. The
DFSA has no responsibility for reviewing or verifying any documents in
connection with Exempt Offers. The DFSA has not approved this announcement
nor taken steps to verify the information set forth herein and has no
responsibility for this announcement. The Placing Shares to which this
announcement relates may be illiquid and / or subject to restrictions on
their resale. Prospective purchasers of the Placing Shares offered should
conduct their own due diligence on the Placing Shares. If you do not
understand the contents of this announcement you should consult an authorised
financial advisor.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the London Stock Exchange and the
JSE. Neither the content of Investec`s website nor any website accessible by
hyperlinks on Investec`s website is incorporated in, or forms part of, this
announcement.
Date: 28/07/2009 13:09:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
