Investec Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/002833/06)
JSE Share code: INT ISIN: ZAE000003562
("Investec")
Proposed specific share buy back
1. Introduction
Investec Bank Limited is authorised to announce that in terms of the
agreement with Root Ginger (Proprietary) Limited ("Root Ginger") set out
below, Investec will acquire 602 127 Investec ordinary shares from Root
Ginger ("the specific share buy back") subject, inter alia, to the approval
of Investec shareholders, by way of a special resolution, in accordance with
the Companies Act, 1973 (Act 61 of 1973), as amended ("the Act") and the
Listings Requirements of the JSE Securities Exchange South Africa ("the
JSE").
2. Rationale and terms of the specific share buy back
Investec's consent was required to transfer all claims of whatsoever nature
and howsoever arising, now or in the future by Investec against Fedsure
Holdings Limited ("Fedsure") ("claims"), to Root Ginger. Without the
transfer of the claims, Fedsure would not be able to effect the final
unbundling of 1 750 978 Investec shares to Fedsure shareholders. Thus, in
order to obtain Investec's consent to the transfer of the claims and
therefore to facilitate the final unbundling of Investec shares, Investec
has entered into a settlement agreement with Root Ginger. In terms of this
settlement agreement, a portion of the settlement will constitute the
transfer to Investec of 602 127 Investec shares from Root Ginger, which
shares formed part of the initial consideration in respect of the
acquisition by Investec of the financial services and insurance businesses
of Fedsure. The effective price of the shares is R226 per Investec share,
which was the initial consideration in respect of the Fedsure acquisition.
3. Conditions precedent
The specific share buy back is, inter alia, subject to the following
suspensive conditions which have not yet been fulfilled:
- the passing of the requisite resolutions by Investec shareholders in
general meeting, approving the specific share buy back in accordance with
the requirements of the JSE and the Act; and
- obtaining the requisite approval of the JSE and any other regulatory
authorities as may be required.
4. Salient dates relating to the specific share buy back
2002
Last day for receipt of forms of proxy by 09:00 Wednesday, 15 May
Shareholders' meeting to be held at 09:00 Friday, 17 May
Results of the general meeting published in the press Monday, 20 May
5. Financial effects of the specific share buy back
The specific share buy back will not have a material effect on the earnings,
headline earnings or net asset value per Investec share.
6. Cancellation
Application will be made to the JSE for the cancellation of the 602 127
Investec shares acquired.
7. General meeting
A circular to shareholders setting out details of the specific share buy
back and including a notice of the general meeting and form of proxy will be
posted to shareholders today.
Sandton
22 April 2002
Merchant bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor
Investec Securities Limited
Member of the JSE
(Registration number. 1972/008905/06)
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