| Thu 11 Aug 2011, 14:52 | | INL/INP - Investec Limited/ Investec plc - Form 8 (DD) |
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INL INP
INL INP
INL/INP - Investec Limited/ Investec plc - Form 8 (DD)
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
(jointly "Investec")
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 Disclosure, Transparency and Listing Rules of
the United Kingdom Listing Authority (the "UKLA") and/or the JSE Listing
Requirements.
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
(INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
As announced on 15 May, 2003, Investec Limited entered into various black
economic empowerment transactions (the "BEE Transaction") as part of their
commitment to broadening both the ownership and representative components of
black economic empowerment.
In 2003 the BEE Transaction required financing arrangements that facilitated the
purchase of Investec Limited ordinary shares. This was an eight year transaction
which has matured and some of the parties to the BEE Transaction have agreed to
a refinancing of these arrangements which results in various transactions in
relation to both Investec Limited and Investec plc ordinary shares.
After the conclusion of this refinancing, the Entrepreneurship Development Trust
will hold 23,001,108 Investec Limited ordinary shares (shareholding as at 31
March 2011: 14,000,000) and Tiso INL Investments 1 (Pty) Limited (a 100% held
company by Kagiso Tiso Holdings Limited) will hold 7,062,635 Investec Limited
ordinary shares (shareholding as at 31 March 2011: 14,000,000) and Peu INL
Investments 1 (Pty) Limited (a 100% held company by Peu Group Limited) will hold
zero Investec Limited ordinary shares (shareholding as at 31 March 2011:
5,555,555).
As a result of these transactions, Investec Limited received notification on 11
August 2011 that Peu Group (Pty) Limited ("Peu"), one of the BEE parties being
a wholly black-owned and managed investment holding company led by Mr Peter
Malungani, a director of Investec Limited, Investec plc and Investec Bank
Limited, has unwound its remaining interest in Investec Limited.
As a consequence of this transaction by Peu, the following information in
relation to Mr Malungani`s interests in Investec Limited is disclosed:
1. KEY INFORMATION
(a) Identity of the party to the offer or PETER MALUNGANI
person acting in concert making the disclosure:
(b) Owner or controller of interests and short
positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies
is insufficient
(c) Name of offeror/offeree in relation to INVESTEC LTD
whose relevant securities this form relates:
Use a separate form for each
offeror/offeree
(d) Status of person making the disclosure: PERSON ACTING IN CONCERT
e.g. offeror, offeree, person acting in
concert with the offeror/offeree (specify name
of offeror/offeree)
(e) Date dealing undertaken: 11/08/2011
(f) Has the party previously disclosed, or is YES - INVESTEC PLC
it today disclosing, under the Code in respect
of any other party to this offer?
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates following the dealing
Class of relevant security: ZAR 0.0002 Ordinary
Interests Short positions
Number % Number %
(1) Relevant securities owned
and/or controlled:
(2) Derivatives (other than
options):
(3) Options and agreements to
purchase/sell:
TOTAL: 0 0 0 0
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or
sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities (including directors` and other
executive options)
Class of relevant security in
relation to which subscription right
exists:
Details, including nature of the
rights concerned and relevant
percentages:
If there are positions or rights to subscribe to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 2(a)
or (b) (as appropriate) for each additional class of relevant security.
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of relevant Purchase/sale Number of Price per unit
security securities
Ordinary Sale 3,288,890 ZAR 51.55
(b) Derivatives transactions (other than options)
Class of Product Nature of dealing Number of Price per
relevant description e.g. opening/closing a reference unit
security e.g. CFD long/short position, securities
increasing/reducing a
long/short position
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expi Option
relevant description purchasing, securities price e.g. ry money
security e.g. call selling, to which per unit Americ date paid/
option varying option an, received
etc. relates Europe per unit
an
etc.
(ii) Exercising
Class of relevant Product Number of Exercise price per
security description securities unit
e.g. call option
(d) Other dealings (including subscribing for new securities)
Class of Nature of dealing Details Price per unit
relevant e.g. subscription, (if applicable)
security conversion
The currency of all prices and other monetary amounts should be stated.
Where there have been dealings in more than one class of relevant securities of
the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may
be an inducement to deal or refrain from dealing entered into by the party to
the offer or person acting in concert making the disclosure and any other
person:
If there are no such agreements, arrangements or understandings, state "none"
(b) Agreements, arrangements or understandings relating to options or
derivatives
Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer or person acting in concert making the
disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 11/08/2011
Contact name: Gary Darch
Telephone number: 0207 597 4549
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk. The Panel`s Market Surveillance Unit is available
for consultation in relation to the Code`s dealing disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel`s website at www.thetakeoverpanel.org.uk.
Date: 11/08/2011 14:52:03 Produced by the JSE SENS Department.
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