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INL INP
INL INP
INL/INP - Investec plc/Investec Limited - 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).
The Form 8 DD announcement set out below includes specific details of these
transactions arising from the refinancing.
1. KEY INFORMATION
(a) Identity of the party to the offer or INVESTEC BANK PLC / INVESTEC
person acting in concert making the disclosure: LTD
(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 PLC
whose relevant securities this form relates:
Use a separate form for each
offeror/offeree
(d) Status of person making the disclosure: OFFEROR
e.g. offeror, offeree, person acting in
concert with the offeror/offeree (specify name
of offeror/offeree)
(e) Date dealing undertaken: 10/08/2011
(f) Has the party previously disclosed, or is YES - INVESTEC LTD
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: 0.02p ordinary
Interests Short positions
Number % Number %
(1) Relevant securities owned
and/or controlled: 30,492,673 5.6216
(2) Derivatives (other than
options):
(3) Options and agreements to -5,108,063 0.9417
purchase/sell:
TOTAL: 30,492,673 5.6216 -5,108,063 0.9417
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 ZAR (Cents)
Ordinary Purchase 1806 4576
Purchase 6560 4577
Purchase 546 4578
Purchase 101 4578
Purchase 250 4579
Purchase 5000 4580
Purchase 1488 4584
Purchase 43512 4586
Purchase 217 4586
Purchase 1944 4588
Purchase 921 4589
Purchase 2199 4596
Purchase 501 4598
Purchase 600 4599
Purchase 28613 4600
Purchase 42545 4600
Purchase 754 4601
Purchase 4490 4602
Purchase 1916 4604
Purchase 13951 4605
Purchase 1920 4606
Purchase 669 4608
Purchase 5586 4609
Purchase 4876 4610
Purchase 13885 4611
Purchase 2050 4612
Purchase 38552 4613
Purchase 4170 4615
Purchase 280 4616
Purchase 853 4617
Purchase 2986 4618
Purchase 3118 4619
Purchase 7621 4620
Purchase 1792 4624
Purchase 103 4625
Purchase 21 4627
Purchase 250 4629
Purchase 5000 4630
Purchase 760 4630
Purchase 2760 4631
Purchase 9756 4632
Purchase 1855 4633
Purchase 17876 4634
Purchase 20563 4635
Purchase 2277 4636
Purchase 2304 4637
Purchase 5754 4640
Purchase 5948 4641
Purchase 5454 4642
Purchase 4668 4643
Purchase 4721 4644
Purchase 46603 4645
Purchase 22246 4646
Purchase 629 4647
Purchase 9473 4648
Purchase 1171 4649
Purchase 60000 4650
Purchase 107504 4650
Purchase 163 4653
Purchase 1949 4658
Purchase 41751 4660
Purchase 107 4662
Purchase 2588 4663
Purchase 21101 4664
Purchase 5530 4666
Purchase 6438 4668
Purchase 128 4669
Purchase 3998 4670
Purchase 350 4673
Purchase 1316 4674
Purchase 3509 4675
Purchase 24871 4676
Purchase 1925 4677
Purchase 776 4679
Purchase 3999 4680
Purchase 100000 4684
Purchase 420 4685
Purchase 1610 4686
Purchase 582 4687
Purchase 750 4688
Purchase 579 4694
Purchase 827 4700
Purchase 15774 4700
Purchase 681 4703
Purchase 2266 4703
Purchase 2624 4704
Purchase 1927 4704
Purchase 50921 4705
Purchase 100 4706
Purchase 1400 4710
Purchase 4144 4710
Purchase 400 4711
Purchase 283 4712
Purchase 190 4718
Purchase 1696 4718
Purchase 2418 4719
Purchase 1820 4727
Purchase 819 4736
Purchase 1181 4737
Purchase 6174 4739
Purchase 10240 4740
Purchase 85126 4740
Purchase 15000 5200
Purchase 10000 5200
Sales 827 4577
Sales 827 4581
Sales 827 4600
Sales 101 4600
Sales 827 4601
Sales 500 4602
Sales 827 4607
Sales 10000 4640
Sales 827 4650
Sales 827 4652
Sales 827 4659
Sales 827 4665
Sales 960 4675
Sales 694 4676
Sales 300 4680
Sales 4134 4680
Sales 471 4680
Sales 101 4681
Sales 827 4684
Sales 827 4686
Sales 827 4687
Sales 965 4688
Sales 689 4689
Sales 1 4691
Sales 471 4697
Sales 2481 4700
Sales 2481 4705
Sales 101 4705
Sales 471 4705
Sales 827 4710
Sales 827 4711
Sales 2 4718
Sales 827 4719
Sales 200 4720
Sales 1654 4720
Sales 469 4728
Sales 471 4752
Sales 7200000 5361
(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 Product Writing, Number Exercise Type Expiry Option
of descri- purchas- of secu- price e.g. date money
rele- ption ing, rities per unit American paid/
vant e.g. selling, to , received
secu- call varying which European per unit
rity option etc. option etc.
relates
0.02p Put Written 25,000 ZAR 62 European 31/08/2011
ordin Option
ary
0.02p Call Purchased 25,000 ZAR 52 European 31/08/2011
ord- Option
inary
(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"
None.
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) YES
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.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL
ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Identity of person whose open positions are INVESTEC BANK PLC/LTD
being disclosed:
Name of offeror/offeree in relation to whose INVESTEC PLC
relevant securities the disclosure relates:
2. OPTIONS AND DERIVATIVES
Class of Product Written or Number of Exercise Type Expiry
relevant description purchased securities price e.g. date
security e.g. call to which per unit American,
option option or European
derivative etc.
relates
0.02p Put Option Purchased 4,760 ZAR 42 American 15/12/2011
ordinary
0.02p Call Option Purchased 1,000 ZAR 59 American 15/09/2011
ordinary
0.02p Put Option Purchased 50,000 ZAR 75 European 16/07/2012
ordinary
0.02p Call Option Purchased 25,000 ZAR 62 European 31/08/2011
ordinary
0.02p Put Option Written 25,000 ZAR 52 European 31/08/2011
ordinary
0.02p Call Option Written 50,000 ZAR 75 European 16/07/2012
ordinary
0.02p Futures Purchased 715 European 15/12/2011
ordinary
0.02p Futures Written 8,766 European 15/09/2011
ordinary
0.02p Put Option Written 25,000 ZAR 62 European 31/08/2011
ordinary
0.02p Call Option Purchased 25,000 ZAR 52 European 31/08/2011
ordinary
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the
interest or position can be fully understood:
It is not necessary to provide details on a Supplemental Form (Open Positions)
with regard to contracts for differences ("CFDs") or spread bets.
The currency of all prices and other monetary amounts should be stated.
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 14:54:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
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implicitly, represent, warrant or in any way guarantee the truth, accuracy or
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employees and agents accept no liability for (or in respect of) any direct,
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