| Tue 3 Aug 2010, 10:39 | | INL/INP - Investec - Result of Placing of 22,000,0 |
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INL INP
INL INP
INL/INP - Investec - Result of Placing of 22,000,000 new ordinary shares of
Investec plc (the `Placing`)
Investec Limited
Incorporated in the Republic of South Africa
Registration number 1925/002833/06
JSE share code: INL
ISIN: ZAE000081949
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 OR ANY JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.
Result of Placing of 22,000,000 new Ordinary Shares of Investec plc (the
`Placing`)
Investec plc (`Investec` or the `Company`) announces that it has raised GBP104.5
million before commissions and expenses by the Placing completed today of
22,000,000 new Ordinary Shares representing approximately 4.27 per cent of the
number of the existing Ordinary Shares of the Company and approximately 2.79 per
cent of the number of the combined existing Ordinary Shares of the Company and
Investec Limited at 475 pence per share (the `Placing Price`). Merrill Lynch
International (`BofA 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 of the Company, including the right to
receive all dividends and other distributions declared. For the avoidance of
doubt, the Placing Shares will not qualify for the final dividend declared for
the year ended 31 March 2010.
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 6 August
2010, 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 BofA Merrill Lynch not
being terminated. It is anticipated that the settlement date will be 6 August
2010.
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.
Contacts
Investec plc +44 20 7597 5546
Stephen Koseff, Chief
Executive OfficerBernard
Kantor, Managing
DirectorUrsula Nobrega,
Investor Relations
BofA Merrill Lynch +44 20 7996 1000
Paul FrankfurtMichael
LarbieOliver Holbourn
Citigate Dewe Rogerson +44 20 7638 9571
Jonathan ClareTom Baldock
This announcement contains (or may contain) certain forward-looking statements
with respect to certain of Investec`s plans and its current goals and
expectations, 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, the Johannesburg
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 subscribe for, or the solicitation of an offer to
buy, sell, issue, or subscribe for 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
BofA 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.
BofA Merrill Lynch, 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 BofA Merrill Lynch 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 BofA 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 BofA 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(1) OR
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 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 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, 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 or Japan.
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 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 subscription, 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
subscribers 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.
Sponsor and Investment Bank: Investec Bank Limited
3 August 2010
Date: 03/08/2010 10:30:02 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.
