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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
(jointly "Investec")
Investec plc
Incorporated in England and Wales
Registration number 3633621
JSE share code: INP
ISIN: GB00B17BBQ50
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 /
person acting in concert making the disclosure:INVESTEC 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: 11/08/2011
(f) Has the party previously disclosed, or isYES - INVESTEC LTD
it today disclosing, under the Code in respect
of any other party to this offer?
(g)
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: 29,320,872 5.4055
(2) Derivatives (other than
options):
(3) Options and agreements
to purchase/sell: -4,648,084 0.8569
TOTAL: 29,320,872 5.4055 -4,648,084 0.8569
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 Purchase/sale Number of Price per unit
relevant securities ZAR (Cents)
security
Ordinary Purchase 201 4524
Purchase 942 4532
Purchase 1251 4536
Purchase 944 4540
Purchase 2692 4542
Purchase 428 4543
Purchase 2956 4549
Purchase 1683 4550
Purchase 1252 4551
Purchase 5125 4552
Purchase 2081 4553
Purchase 1248 4554
Purchase 160 4555
Purchase 7417 4556
Purchase 827 4557
Purchase 2356 4557
Purchase 339 4559
Purchase 794 4560
Purchase 378 4561
Purchase 766 4563
Purchase 1572 4564
Purchase 1657 4565
Purchase 5422 4566
Purchase 3868 4567
Purchase 242 4568
Purchase 6316 4569
Purchase 4445 4570
Purchase 393 4571
Purchase 4500 4573
Purchase 1069 4574
Purchase 3254 4575
Purchase 1 4576
Purchase 1588 4577
Purchase 1899 4579
Purchase 18290 4580
Purchase 1264 4581
Purchase 2531 4582
Purchase 4685 4584
Purchase 760 4585
Purchase 477 4586
Purchase 1544 4587
Purchase 844 4588
Purchase 444 4589
Purchase 400 4590
Purchase 1000 4590
Purchase 5660 4591
Purchase 1 4592
Purchase 44 4593
Purchase 3480 4594
Purchase 827 4595
Purchase 3681 4595
Purchase 730 4596
Purchase 269 4597
Purchase 790 4599
Purchase 827 4600
Purchase 5658 4600
Purchase 4373 4601
Purchase 2677 4602
Purchase 5626 4603
Purchase 12444 4604
Purchase 21620 4605
Purchase 429 4606
Purchase 2130 4608
Purchase 5873 4609
Purchase 10781 4610
Purchase 207 4613
Purchase 1624 4614
Purchase 8336 4615
Purchase 9881 4616
Purchase 200 4617
Purchase 2720 4617
Purchase 528 4618
Purchase 1654 4619
Purchase 12285 4619
Purchase 2581 4620
Purchase 827 4621
Purchase 1330 4621
Purchase 1724 4622
Purchase 1678 4623
Purchase 4057 4624
Purchase 19644 4625
Purchase 827 4626
Purchase 6219 4626
Purchase 3152 4627
Purchase 827 4628
Purchase 270 4628
Purchase 1000 4629
Purchase 3596 4630
Purchase 464 4631
Purchase 1843 4632
Purchase 3152 4632
Purchase 2207 4633
Purchase 5425 4634
Purchase 3152 4634
Purchase 8051 4635
Purchase 4533 4638
Purchase 302 4639
Purchase 294 4640
Purchase 1906 4641
Purchase 3152 4641
Purchase 3056 4642
Purchase 464 4643
Purchase 827 4645
Purchase 3152 4646
Purchase 450 4648
Purchase 3043 4648
Purchase 6751 4649
Purchase 8420 4650
Purchase 3152 4650
Purchase 7399 4651
Purchase 2947 4652
Purchase 8099 4653
Purchase 3152 4653
Purchase 1611 4654
Purchase 4022 4662
Purchase 3382 4663
Purchase 249 4664
Purchase 1581 4668
Purchase 4816 4669
Purchase 1800 4674
Purchase 3152 4675
Purchase 4067 4676
Purchase 3300 4680
Purchase 1795 4689
Purchase 511 4693
Purchase 1000 4695
Purchase 1493 4699
Purchase 723 4747
Purchase 1078 4754
Purchase 119 4760
Purchase 914 4761
Purchase 1157 4762
Purchase 1000 4775
Purchase 25000 4775
Purchase 25474 4775
Sale 827 4559
Sale 37 4588
Sale 790 4589
Sale 827 4592
Sale 827 4601
Sale 303 4606
Sale 827 4614
Sale 827 4616
Sale 827 4621
Sale 827 4623
Sale 827 4625
Sale 827 4626
Sale 31 4628
Sale 791 4629
Sale 827 4631
Sale 1600 4650
Sale 616 4653
Sale 827 4675
Sale 827 4676
Sale 524 4678
Sale 303 4685
Sale 827 4701
Sale 827 4713
Sale 827 4714
(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 of Exercise Type Expiry Option
of descr- purchasing, securities price e.g. date money
rele- iption selling, to which per unit American, paid/
vant e.g. varying option European received
secu- call etc. relates etc. per unit
rity option
(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 (if
relevant e.g. subscription, 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: 12/08/2011
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 Number of Exercise Type Expiry
relevant descripti or securities price e.g. date
security on e.g. purchased to which per unit American,
call option or European
option derivative etc.
relates
0.02p Put Purchased 4,760 ZAR 42 American 15/12/2011
ordinary Option
0.02p Call Purchased 1,000 ZAR 59 American 15/09/2011
ordinary Option
0.02p Put Purchased 50,000 ZAR 75 European 16/07/2012
ordinary Option
0.02p Call Purchased 25,000 ZAR 62 European 31/08/2011
ordinary Option
0.02p Put Written 25,000 ZAR 52 European 31/08/2011
ordinary Option
0.02p Call Written 50,000 ZAR 75 European 16/07/2012
ordinary Option
0.02p Futures Purchased 715 European 15/12/2011
ordinary
0.02p Futures Written 8,766 European 15/09/2011
ordinary
0.02p Put Written 25,000 ZAR 62 European 31/08/2011
ordinary Option
0.02p Call Purchased 25,000 ZAR 52 European 31/08/2011
ordinary Option
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: 12/08/2011 13:21:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
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