| Mon 7 Mar 2011, 11:30 | | INP - Investec plc - Abridged Pre-Listing Statement |
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INP
INP
INP - Investec plc - Abridged Pre-Listing Statement
Investec plc - Abridged Pre-Listing Statement
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN
Investec plc
(Incorporated in England and Wales)
(Registration number 3633621)
Share code: INP ISIN: GB00B17BBQ50
("Investec plc" or "the Company")
ABRIDGED PRE-LISTING STATEMENT
Prepared in terms of the Listings Requirements of the JSE relating to an
offer for subscription of Rand denominated non-redeemable, non-cumulative,
non-participating Investec plc perpetual preference shares ("Rand perpetual
preference shares"), by way of a private placement.
1. INTRODUCTION AND RATIONALE
It is the intention of Investec plc to issue Rand perpetual preference
shares on the JSE in order to raise permanent capital for the Company, thus
creating a more efficient capital structure and allowing it to pursue
growth opportunities as and when they may arise. The Directors believe that
the Rand perpetual preference shares represent an attractive alternative
investment opportunity for potential investors with a competitive dividend
yield.
The dividend rate will be the equivalent to a percentage of Investec Bank
Limited`s prime lending rate from time to time.
The terms and conditions of the Rand perpetual preference shares are
contained in the full version of the Pre-listing Statement.
2. DETAILS OF THE OFFER FOR SUBSCRIPTION
Particulars of the Rand perpetual preference shares offer for subscription
are detailed as follows:
Deemed value for dividend purposes R100
Prime Rate 9%
Preference Dividend Rate 87%
Initial dividend yield based on the deemed value 7.83%
Minimum Rand value of subscription per subscriber R100 000
acting as principal
3. TIMING AND EXPECTED DATE OF LISTING
Times and dates of the opening and closing of the
offer for subscription are included below:
Opening date of the offer for subscription 7 March 2011
(12:00)
Closing date of the offer for subscription 17 March 2011
(12:00)
Proposed listing date (09:00) 24 March 2011
Application will be made to the JSE on the closing date of the offer for
subscription to list the Rand perpetual preference shares in the Specialist
Securities - "Preference Shares" sector under the abbreviated name
"INVPREFR" and alpha code "INPPR". The JSE has indicated that approval for
listing will be granted, subject to meeting the JSE listing requirement of
the requisite spread of preference shareholders, being a minimum of 50
public shareholders, excluding employees and their associates.
Road shows and marketing activities are expected to occur between 24
February 2011 and 7 March 2011.
4. SALIENT FEATURES OF THE RAND PERPETUAL PREFERENCE SHARES
The Rand perpetual preference shares are non-redeemable, non-cumulative and
non-participating and dividends are payable semi-annually on a date at
least seven business days prior to the date on which Investec plc pays
final and interim ordinary dividends to its ordinary shareholders, if any,
but, if declared, shall be payable, not later than 120 business days after
31 March and 30 September of each year, respectively. The full terms of the
Rand perpetual preference shares are set out in Annexure 3 of the Pre-
listing Statement. The summary below is not conclusive or exhaustive, and
potential investors should refer to the said Annexure for full particulars
of the terms and conditions of the Rand perpetual preference shares.
4.1 Voting rights
Preference shareholders will only be entitled to vote during periods when a
preference dividend (which has been declared) or any part of it remains in
arrear and unpaid after six months from the due date thereof or when
resolutions are proposed which directly affect any rights attaching to the
Rand perpetual preference shares or the interests of preference
shareholders or a resolution is proposed to wind up or in relation to the
winding-up of the Company or for the reduction of its capital.
4.2 Entitlements to dividends
The Directors may resolve to declare and pay in full or in part dividends
on the Rand perpetual preference shares. If the Directors do not resolve to
pay such dividends, holders will not have any right to receive any unpaid
dividends. Further, as a matter of UK company law, the Directors are not
permitted to declare or pay any dividends on the Rand perpetual preference
shares unless such dividends can be paid out of profits available for
distribution and permitted by law to be distributed.
Subject to the above, the holders of the Rand perpetual preference shares
will receive a semi-annual dividend based on the coupon rate (being
equivalent to 87% multiplied by the prime rate) multiplied by the deemed
value, on a daily basis and payable in two semi-annual installments. An
ordinary dividend will not be declared by Investec plc at any time while
the Rand perpetual preference shares exist unless the last occurring Rand
perpetual preference share dividend was declared and is expected to be, or
has been, paid in full. The terms and conditions of the Rand perpetual
preference shares require certain amounts to be retained in reserve by the
Company in such circumstances. The deemed value for the purpose of
calculating a preference dividend shall be an amount of R100,
notwithstanding the actual issue price of a Rand perpetual preference
share. The full terms and conditions of the Rand perpetual preference
shares are set out in the Articles of the Company when read together with
the terms and conditions of the Rand perpetual preference shares as set out
in Annexure 3 of the Pre-listing Statement.
All dividends to the preference shareholders will be declared and paid in
Rands.
In the case of South African resident preference shareholders, in terms of
the current provisions of the Income Tax Act, foreign dividends received
from a non-resident company, including deemed dividends, will be exempt
from tax if, inter alia, the distributing company is a listed company on
the JSE, or is listed on a recognised stock exchange in a country other
than South Africa. As Investec plc is listed on the LSE, this would imply
that dividends received from the preference shares will not be taxable in
the hands of the shareholders.
All applicants must obtain their own advice in connection with the taxation
consequences relating to their investment in the Rand perpetual preference
shares.
5. COPIES OF THE PRE-LISTING STATEMENT
Copies of the Pre-listing Statement can be obtained during normal business
hours from 12:00 on 8 March 2011 until the closing date of the offer for
subscription at the offices of Investec Limited, 100 Grayston Drive,
Sandown, Sandton, 2196, as well as from the Company`s Transfer Secretary,
Computershare, Ground Floor, 70 Marshall Street, Johannesburg, 2001.
7 March 2011
Johannesburg
Investment Bank and Joint Sponsor:
Investec Bank Limited
Lead Sponsor:
KPMG Inc
Date: 07/03/2011 11:30:01 Produced by the JSE SENS Department.
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