| Thu 5 Mar 2020, 9:02 | | INVESTEC PLC - INP,INL : Finalisation announcement in relation to the Demerger Proposals and listing of Ninety One on the LSE and JSE |
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INP,INL : Finalisation announcement in relation to the Demerger Proposals and listing of Ninety One on the LSE and JSE:
Investec Limited Investec plc
Incorporated in the Republic of South Africa Incorporated in England and Wales
Registration number 1925/002833/06 Registration number 3633621
JSE share code: INL LSE share code: INVP
NSX share code: IVD JSE share code: INP
BSE share code: INVESTEC ISIN: GB00B17BBQ50
ISIN: ZAE000081949
5 March 2020
As part of the dual-listed company structure, Investec plc and Investec Limited (jointly "Investec") notify both the
London Stock Exchange and the JSE Limited of matters which are required to be disclosed under the Disclosure
Guidance and Transparency Rules and Listing Rules of the Financial Conduct Authority ("FCA") and/or the JSE
Listing Requirements.
Accordingly, we advise the following:
Investec plc, Investec Limited
Finalisation announcement in relation to the Demerger Proposals and listing of Ninety One on
the London Stock Exchange and Johannesburg Stock Exchange
Introduction
(Capitalised terms used in this announcement bear the same meanings ascribed to them in the Circular, unless
the context requires otherwise.)
Further to the shareholder circular published by Investec on 29 November 2019 relating to the proposed Demerger
and public listing of its global asset management business (to be renamed Ninety One) (the "Circular") and the
announcement by Investec on 10 February 2020 confirming the results of the General Meetings of Investec and
the Court Meeting of Investec plc, Investec shareholders are hereby advised that on 4 March 2020, the Scheme
was sanctioned by the Court and the reduction of capital required to effect the UK Demerger was confirmed by the
Court. All conditions set out in the Circular relating to the SA Demerger have now been satisfied or waived (where
permitted), as the case may be, and the SA Demerger is therefore unconditional.
The UK Demerger remains conditional upon the following conditions having been satisfied (or in respect of
paragraph (c) below, waived):
(a) the FCA having acknowledged to Ninety One or its agent (and such acknowledgement not having been
withdrawn) that the application for the admission of the Ninety One plc Shares to the UK Official List with
a premium listing has been approved and (after satisfaction of any conditions to which such approval is
expressed to be subject ("FCA listing conditions") will become effective as soon as a dealing notice has
been issued by the FCA and any FCA listing conditions have been satisfied;
(b) the London Stock Exchange having acknowledged to Ninety One or its agent (and such acknowledgement
not having been withdrawn) that the Ninety One plc Shares will be admitted to trading;
(c) the Demerger Agreements not having been terminated in accordance with their respective terms; and
(d) a copy of the Scheme Court Order having been delivered to the Registrar of Companies.
Impact on Investec shareholders
As described in the Circular, following the implementation of the Proposals, the Investec Ordinary Shareholders
will:
- retain their shareholdings in Investec plc and/or Investec Limited, as applicable, and receive one Ninety
One plc Share for every two Investec plc Ordinary Shares held and/or one Ninety One Limited Share for
every two Investec Limited Ordinary Shares held, such that they will hold shares in two publicly listed
companies which will have enhanced long-term prospects as a result of the Demerger; and
- receive dividends from two companies on a go-forward basis:
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* with Ninety One expecting to target, subject to approval of the Ninety One Boards, an ordinary
dividend payout ratio of at least 50% of operating earnings adjusted for tax. In addition, Ninety One
is expected to retain only after tax earnings sufficient to meet current or expected changes in its
regulatory capital requirements and investment needs, as well as a reasonable buffer to protect
against fluctuations in those requirements. Subject to approval of the Ninety One Boards, it is
expected that the remaining balance of after tax earnings, after taking into account any specific
events, would be returned to Ninety One Shareholders through payment of a special dividend; and
* with Investec Bank and Wealth targeting a dividend payout ratio of 30% to 50% of the consolidated
Investec Group's adjusted earnings per share in pounds sterling.
Expected timetable of principal events
The expected dates and times listed below may be subject to change (1)
Event Time (London Time) and Date (2)
Publication of this announcement Thursday, 5 March 2020
Last date for transfers between the Investec plc Registers by Thursday, 12 March 2020
Investec plc Ordinary Shareholders prior to the UK Demerger
Effective Time
Last date for transfers between the Investec Limited Registers Thursday, 12 March 2020
by Investec Limited Ordinary Shareholders prior to the SA
Demerger Effective Time
Last day to trade on the Investec plc SA Register for Investec Friday, 13 March 2020
plc Ordinary Shareholders that hold Investec plc Ordinary
Shares through a CSDP in order to participate in the UK
Demerger3
Last day to trade on the Investec Limited SA Register for Friday, 13 March 2020
Investec Limited Ordinary Shareholders that hold Investec
Limited Ordinary Shares through a CSDP in order to participate
in the SA Demerger4
Strate Nominee Share Transfers take place5 5.30 p.m. on Friday, 13 March 2020
Demerger Record Time 6.00 p.m. on Friday, 13 March 2020
UK Demerger Effective Time 7.00 p.m. on Friday, 13 March 2020
SA Demerger Effective Time 7.00 p.m. on Friday, 13 March 2020
Investec Limited Ordinary Shares trade "ex" entitlement on the Monday, 16 March 2020
Investec Limited SA Register to receive the Ninety One Limited
Shares pursuant to the SA Demerger6
1
The expected timetable of principal events has been approved by the London Stock Exchange and the Johannesburg Stock
Exchange.
2
All references to time in this timetable are to London time. The time in South Africa will be two hours ahead of London time.
3
Investec plc Ordinary Shareholders should anticipate their holdings of Investec plc Shares at the Demerger Record Time by
taking into account all unsettled trades concluded on or before the last day to trade which are due to be settled on or before
the record date for Johannesburg Stock Exchange settlement purposes.
4
Investec Limited Ordinary Shareholders should anticipate their holdings of Investec Limited Shares at the Demerger Record
Time by taking into account all unsettled trades concluded on or before the last day to trade which are due to be settled on or
before the record date for Johannesburg Stock Exchange settlement purposes.
5
Investec plc Ordinary Shareholders who hold Investec plc Shares in Certificated Form on the Investec plc SA Register will be
subject to the Strate Nominee Share Transfers, which are described in further detail in Part XIII of the Circular.
6
Share certificates may not be dematerialised into Uncertificated Form or rematerialised into Certificated Form between
Monday, 16 March 2020, and Wednesday, 18 March 2020, both days inclusive.
Admission of the Ninety One plc Shares and the Ninety 7.00 a.m. on Monday, 16 March 2020
One Limited Shares to the Johannesburg Stock Exchange
and commencement of unconditional dealings in Ninety
One plc Shares and Ninety One Limited Shares on the
Johannesburg Stock Exchange
Admission of the Ninety One plc Shares to the London 8.00 a.m. on Monday, 16 March 2020
Stock Exchange and commencement of unconditional
dealings in Ninety One plc Shares on the London Stock
Exchange
Crediting of Ninety One plc Shares to CREST accounts As soon as possible after 8.00 a.m. on
Monday, 16 March 2020
SENS announcement confirming the cash proceeds payable in By 12:00 p.m. on Tuesday, 17 March
respect of fractional entitlements 2020
Record date for Johannesburg Stock Exchange settlement Wednesday, 18 March 2020
purposes
SENS announcement confirming the base cost allocation in By 11h00 a.m. on Wednesday, 18
terms of section 46 of the South African Income Tax Act, 1962 March 2020
(Act 58 of 1962), as amended
Crediting of Ninety One plc Shares and Ninety One Limited Thursday, 19 March 2020
Shares and fractional entitlement to CSDP or broker accounts
in the Strate System
Transfers between the Investec plc Registers by Investec plc Thursday, 19 March 2020
Shareholders re-opened
Transfers between the Investec Limited Registers by Investec Thursday, 19 March 2020
Limited Shareholders re-opened
Crediting fractional entitlement to CREST accounts Thursday, 19 March 2020
Despatch of cheques or electronic transfer in respect of As soon as practicable after Thursday,
fractional entitlements for shareholders without a CSDP or 19 March 2020
broker account
Despatch of share certificates for Ninety One Shares By Friday, 20 March 2020
Enquiries
Investor relations
Investec Group Investor Relations
Carly Newton, Investor Relations
+44 (0) 207 597 4493
Lansons (UK PR Advisers)
Tom Baldock
+44 (0) 207 566 9716 | +44 (0) 7860 101 715
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Brunswick (SA PR Advisers)
Graeme Coetzee
+27 (0) 11 502 7419 | +27 (0) 63 685 6053
JSE Sponsor
J.P. Morgan Equities South Africa Proprietary Limited
+27 (0) 115 070 300
FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements with respect to certain of Investec plc's, Investec Limited's
and Ninety One's plans and their current goals and expectations relating to the execution of the Demerger. By their
nature, all forward-looking statements involve risk and uncertainty because they relate to future events and
circumstances which are beyond Investec plc's, Investec Limited's and Ninety One's control, including amongst
other things, those set out in the Circular. As a result, the execution of the Demerger may differ materially from the
forward-looking statements set forth in this announcement. These forward-looking statements speak only as of the
date on which they are made. Investec plc, Investec Limited and Ninety One expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statements contained in this
announcement or any other forward-looking statements they may make.
IMPORTANT INFORMATION
This announcement is not an offer to sell, or a solicitation of an offer to purchase, securities in the United States
or in any other jurisdiction.
The securities to which these materials relate have not been, and will not be, registered under the US Securities
Act of 1933 (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United
States. Accordingly, they may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly
or indirectly, in or into the United States absent registration under the US Securities Act or an exemption
therefrom. The Ninety One plc shares to be issued in connection with the UK Demerger will be issued in reliance
on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10)
thereof. The Ninety One Limited shares to be issued in connection with the SA Demerger will only be issued in
the United States to persons who are reasonably believed to be "qualified institutional buyers" ("QIBs") as defined
in Rule 144A ("Rule 144A") under the US Securities Act. It is anticipated that US shareholders of Investec Limited
who are not able to receive Ninety One Limited shares in the SA Demerger may, in lieu of Ninety One Limited
shares, receive a cash amount corresponding to net proceeds from the sale of the Ninety One Limited shares
that they otherwise would have been entitled to receive, as further described in the Circular.
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Date: 05-03-2020 09:00:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
