| Thu 20 Jun 2002, 0:00 | | Investec: Announcement To Inhold Members And |
|
INVESTEC: ANNOUNCEMENT TO INHOLD MEMBERS AND IGL MEMBERS
INVESTEC HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1985/005574/06)
JSE Share code: INH ISIN: ZAE000003562
("Inhold")
INVESTEC GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/002833/06)
Share code on the JSE: INT ISIN: ZAE000012555
Share code on the NSX: IVC
Share code on the BSE: INV.BT
("IGL" or "the company")
ANNOUNCEMENT TO INHOLD MEMBERS AND IGL MEMBERS
1. INTRODUCTION
It was announced on 22 November 2001 that IGL would pursue a listing on
the London Stock Exchange Plc ("the London Stock Exchange") and the JSE
Securities Exchange South Africa ("the JSE") using a Dual Listed Companies
("DLC") Structure ("DLC Structure").
Further, it has been decided that as part of the implementation of the
DLC Structure, Inhold will unbundle its holding of IGL ordinary shares,
delist from the JSE and be wound up by way of a members` voluntary winding-
up. A summary of the transactions proposed to implement the DLC Structure is
outlined in paragraph 2 below and full details will be included in the
circular to Inhold members and IGL members referred to in paragraph 7 below.
2. THE TRANSACTIONS
In order to implement the DLC Structure, the directors of Inhold and the
directors of IGL propose, subject to the fulfilment of the suspensive
conditions set out in paragraph 4 below, that the following transactions be
implemented:
2.1 The Inhold reorganisation
(i) The conversion of the IGL convertible preference shares
Inhold holds 2 000 000 convertible preference shares in IGL ("the IGL
convertible preference shares") which are convertible into IGL ordinary
shares on a one for one basis when the dividend on an IGL ordinary share
exceeds the dividend on an IGL convertible preference share. Inhold agreed
to the early conversion of the IGL convertible preference shares with effect
from 18 June 2002 in consideration for the receipt of R35 million from IGL
to compensate for the present value of the lower dividend that Inhold is
expected to receive by holding IGL ordinary shares earlier than envisaged by
the conversion terms.
(ii) Cancellation of certain agreements between Inhold and the Investec
Group Limited Fintique II Scheme ("Fintique II") and the Investec Group
Limited Fintique III Scheme ("Fintique III")
Fintique II and Fintique III are employee ownership plans structured and
arranged by Investec and substantially funded from external sources.
Inhold was a party to an agreement with Fintique II which it agreed to
cancel in return for which it received compensation of 75 000 IGL ordinary
shares from Fintique II.
Inhold was also a party to an agreement with Fintique III. Inhold agreed
to the cancellation of this agreement in return for which it received
compensation of 120 000 IGL ordinary shares from Fintique III.
(iii) Sale by Inhold of IGL ordinary shares and redemption of cumulative
redeemable preference shares in Inhold
Inhold sold 2 985 176 of its IGL ordinary shares between 10 June 2002 and
12 June 2002 thereby raising R505 million. This, together with the
compensation it received in (i) above, has enabled Inhold to redeem its
outstanding cumulative redeemable preference shares at par and settle other
liabilities subsequent to which its only remaining liability will be
unclaimed dividends, which will be transferred into a trust for the benefit
of the relevant shareholders.
The transactions in (i) to (iii) above are collectively referred to as
"the Inhold reorganisation".
On the assumption that the Inhold reorganisation was implemented on 1
April 2001, the Inhold reorganisation would not have had a material effect
on the headline earnings per Inhold ordinary share for the financial year
ended 31 March 2002.
2.2 The Inhold unbundling, the Inhold delisting and the Inhold winding-up
After giving effect to the Inhold reorganisation in 2.1 above, Inhold
will have no liabilities and its only asset will be its shareholding of 31
850 682 ordinary shares in IGL, which will be unbundled to Inhold members,
in terms of section 60 of the Income Tax Act, 1993 (Act 113 of 1993), as
amended ("the Inhold unbundling"). All Inhold members registered as such on
the record date for the Inhold unbundling, which is expected to be on or
about Thursday, 25 July 2002 ("the record date for the Inhold unbundling"),
will receive IGL ordinary shares in the ratio of 0.8604 of an IGL ordinary
share for each Inhold ordinary share ("the Inhold distribution ratio").
The headline earnings per Inhold ordinary share for the year ended 31
March 2002 was 1 574.3 cents and the headline earnings per IGL ordinary
share for the same period was 1 840.4 cents. Based on the Inhold
distribution ratio and on the assumption that the Inhold unbundling was
implemented on 1 April 2001, it would not have had a material effect on the
headline earnings accruing to Inhold members for the financial year ended 31
March 2002.
The closing share price of an Inhold ordinary share on 31 May 2002 was
R144.00 and the closing share price of an IGL ordinary share on the same
date was R170.00. Based on the Inhold distribution ratio and the closing
market price of an Inhold ordinary share and an IGL ordinary share on 31 May
2002, the Inhold unbundling would not have had a material effect on the
market value per share held by an Inhold member.
Subsequent to the Inhold unbundling, Inhold will have no assets or
liabilities and, accordingly, an application will be made to the JSE for
suspension of the listing of Inhold on the JSE with effect from the
commencement of business on Friday, 19 July 2002 and the delisting of Inhold
("the Inhold delisting") from the JSE with effect from the commencement of
business on Friday, 26 July 2002, subsequent to which it is proposed that
Inhold will be wound-up by way of a members` voluntary winding-up ("the
Inhold winding-up").
2.3 The IGL reorganisation
(i) The conversion of the IGL convertible preference shares
As indicated in paragraph 2.1(i) above, IGL has agreed to accelerate the
conversion of 2 000 000 IGL convertible preference shares held by Inhold by
way of an issue of 2 000 000 IGL ordinary shares to Inhold, together with a
payment of R35 million, with effect from 18 June 2002.
(ii) Cancellation of agreement with Inhold
IGL has agreed to the cancellation of an agreement with Inhold in terms
of which IGL acquired and agreed that on 31 July 2008 it will take delivery
of 3 573 994 Investec Bank Limited ("Investec Bank") shares from Inhold in
exchange for the issue of 3 573 994 IGL ordinary shares. Inhold had acquired
the shares in question from Fintique II and has agreed to cancel that
agreement. IGL will, on 31 July 2008, take delivery of the 3 573 994
Investec Bank shares from Fintique II against delivery of 3 573 994 IGL
ordinary shares.
(iii) Acquisition of compulsorily convertible debentures issued by
Investec Bank from Fintique III
IGL entered into an agreement with Fintique III to accelerate the
implementation of certain existing agreements which would have taken place
in December 2004. Accordingly, with effect from 18 June 2002, IGL acquired
the right to receive the redemption proceeds and the obligation to subscribe
for Investec Bank Limited ("Investec Bank") shares in respect of 9 500 000
compulsorily convertible debentures issued by Investec Bank for a total
considerations of R1,656 billion which was settled by the issue of 9 500 000
IGL ordinary shares. Fintique III has agreed to waive its right to receive
ordinary dividends on these IGL ordinary shares until:
- 15 December 2004 (the original date for implementation) in respect 7 500
000 of these IGL ordinary shares and has undertaken not to dispose of any of
these shares before that date; and
- 31 March 2008 in respect of 2 000 000 of these IGL ordinary shares and
has undertaken not to dispose of any of these shares before that date. The
IGL share scheme has agreed that on 15 December 2004 it will acquire these 2
000 000 IGL ordinary shares and has undertaken to waive its right to receive
ordinary dividends on these IGL ordinary shares and agreed not to dispose of
any of these shares until that date, in exchange for the delivery to
Fintique III of 2 000 000 IGL ordinary shares which are not subject to any
restrictions.
The transactions in (i) to (iii) above are collectively referred to as
"the IGL reorganisation".
On the assumption that the IGL reorganisation was implemented on 1 April
2001, it would not have had a material effect on the headline earnings per
IGL ordinary share for the year ended 31 March 2002. On the assumption that
the IGL reorganisation was implemented on 31 March 2002, it would not have
had a material effect on the tangible net asset value per IGL ordinary share
at 31 March 2002.
2.4 The IGL internal restructure
In order to implement the DLC Structure, IGL will restructure its
operations so that virtually all of its operations outside continental
Southern Africa and Mauritius ("the PLC operations") are held by Investec
PLC or subsidiaries of Investec PLC ("the IGL internal restructure").
Investec PLC is currently a wholly-owned subsidiary of IGL.
The subsidiaries to be transferred in terms of the IGL internal
restructure and the intermediary holding companies are wholly-owned
subsidiaries of IGL. Accordingly, the IGL internal restructure will have no
effect on the earnings, headline earnings, net asset value or tangible net
asset value per IGL ordinary share for the year ended 31 March 2002 or at 31
March 2002, as the case may be.
Subsequent to the IGL internal restructure, IGL will hold 70 633 746
Investec PLC ordinary shares. Prior to the IGL unbundling, IGL will tranfer
5 251 616 Investec PLC ordinary shares to the IGL share scheme to ensure
that all the IGL employee ownership plans will be able to give effect to
group policy that employees should acquire both IGL and Investec PLC shares
in order to maintain the unity of the group. IGL will then unbundle 65 382
130 Investec PLC ordinary shares in terms of the IGL unbundling.
2.5 Adoption of a new memorandum and articles of association by IGL
Certain of the provisions of the agreements necessary to implement the
DLC Structure ("the DLC Agreements") will be reflected in the memorandum and
articles of association of IGL, which, for convenience of administration,
will be aligned, insofar as the laws of their respective jurisdictions
permit, with those of Investec PLC. The board of directors of IGL proposes
to adopt a new memorandum and articles of association to accomplish this and
to incorporate the various amendments to the Companies Act, 1973 (Act 61 of
1973), as amended and the Listings Requirements of the JSE that have come
into force over the past few years.
2.6 The IGL capital restructure
The restructure by IGL of its share capital ("the IGL capital
restructure") is designed to result in an IGL member who holds 100 IGL
ordinary shares before the IGL capital restructure referred to in this
paragraph and the IGL unbundling referred to in paragraph 2.7 below, holding
100 instruments of equivalent value - 37 IGL ordinary shares and 63 Investec
PLC ordinary shares - after those transactions have been implemented. To
achieve this, IGL will restructure its share capital, by way of a 600:1
share split and a reduction of capital by way of a transfer to reserves
without a payment to members. In terms of the IGL capital restructure, the
par value of the ordinary shares in the authorised and issued share capital
of IGL will be reduced from R0.60 each to R0.001 each and each 100 ordinary
shares in the authorised and issued share capital of IGL will be reduced to
37 ordinary shares.
2.7 The IGL unbundling
Subsequent to the IGL capital restructure, IGL will distribute its entire
shareholding of 65 382 130 Investec PLC ordinary shares, to IGL members in
terms of section 60 of the Income Tax Act, 1993 (Act 113 of 1993), as
amended ("the IGL unbundling"). All IGL members registered as such on the
record date for the IGL unbundling which is expected to be on or about
Friday, 26 July 2002 ("the record date for the IGL unbundling") will receive
Investec PLC ordinary shares in the ratio of 63 Investec PLC ordinary shares
for every 100 IGL ordinary shares held before the IGL capital restructure.
2.8 The financial effects of the IGL capital restructure and the IGL
unbundling
The combined effect of the IGL capital restructure and the IGL unbundling
will be that the number of IGL ordinary shares held by an IGL member before
the IGL capital restructure and the IGL unbundling will equal the aggregate
number of IGL ordinary shares and Investec PLC ordinary shares held by that
IGL member after the IGL capital restructure and the IGL unbundling, i.e.
for every 100 IGL ordinary shares held before the IGL capital restructure
and the IGL unbundling, an IGL member will, after the IGL capital
restructure and IGL unbundling, hold 37 IGL ordinary shares and 63 Investec
PLC ordinary shares, being 100 shares in the aggregate.
The IGL ordinary shares and the Investec PLC ordinary shares have
identical economic rights and, market conditions aside, each of those shares
should have the same market value as an original IGL ordinary share.
Accordingly, personal tax considerations aside, the IGL capital restructure
and the IGL unbundling should have no financial effect on an IGL member.
2.9 The implementation of the DLC Structure
Subject to the fulfillment of the suspensive conditions and upon the IGL
unbundling, the DLC Agreements, which implement the DLC Structure, will come
into effect. Investec PLC will be headquartered in London and IGL and
Investec as a whole will be headquartered in Sandton, South Africa. A brief
explanation of the DLC Structure is given in paragraph 3 below and more
details of the DLC Structure will be included in the circular to Inhold
members and IGL members referred to in paragraph 7 below.
2.10 Listing of Investec PLC and the Investec PLC capital raising
Application will be made to the JSE for the secondary listing of Investec
PLC ordinary shares in the Financials - "Speciality & Other Finance" sector
of the JSE lists with effect from the commencement of business (09:00) on
Monday, 22 July 2002. Application will be made to the United Kingdom Listing
Authority ("UKLA") for the admission of Investec PLC`s ordinary shares to
the Official List maintained by the UKLA ("the UKLA`s Official List") and
admission to unconditional trading in Investec PLC ordinary shares on the
London Stock Exchange is expected to be effective from the commencement of
business (08:00 London time) on Monday, 29 July 2002.
In conjunction with the listing of Investec PLC ordinary shares on the
London Stock Exchange and on the JSE, it is proposed, subject to prevailing
market conditions, that Investec PLC raise capital ("the Investec PLC
capital raising") by way of an issue of up to 10 million Investec PLC
ordinary shares ("the new Investec PLC ordinary shares"). Conditional
trading of these new Investec PLC ordinary shares is expected to commence
trading on the London Stock Exchange at the commencement of business (08:00
London time) on Monday, 22 July 2002 and unconditionally from Monday, 29
July 2002. At the request of the JSE the approval of Inhold members and IGL
members will be sought for the proposed Investec PLC capital raising as
though it were a specific issue of shares for cash.
The exact amount that is raised and the price at which the new Investec
PLC ordinary shares will be issued will be established by market forces
through an international book building exercise, which will result in the
issue price of the new Investec PLC ordinary shares being determined by
investor demand. Details of the final issue price of the new Investec PLC
ordinary shares as well as the number of new Investec PLC ordinary shares
will be announced as and when available.
The implementation of the DLC Structure and the listing of Investec PLC
on the London Stock Exchange should benefit Investec by increasing its
global profile, enhancing its capital raising capability, lowering its cost
of capital and improving access to international capital markets. This
should in turn enhance Investec`s ability to continue to pursue growth
opportunities both in South Africa and abroad.
Schroder Salomon Smith Barney will act as sole sponsor to the listing of
Investec PLC and as sole bookrunner to the Investec PLC capital raising.
Goldman Sachs International, Investec Investment Bank & Securities, a
division of Investec Bank (UK) Limited, and Schroder Salomon Smith Barney
will act as joint global co-ordinators, and joint lead managers to the
Investec PLC capital raising. Goldman Sachs International and Schroder
Salomon Smith Barney are also acting as joint financial advisers to IGL and
Investec PLC.
2.11 The IGL name change
In order to align the names of the listed companies in the DLC Structure
it is proposed to change IGL`s name from Investec Group Limited to Investec
Limited.
2.12 Reconstitution of the board of directors of IGL
Prior to the IGL unbundling and the implementation of the DLC Structure,
the board of directors of IGL will be reconstituted. The board of directors
of IGL and Investec PLC will comprise the same persons. The details of the
individuals who will comprise the reconstituted board of directors and
details of the service agreements, which such individuals intend to enter
into with IGL and Investec PLC, will be set out in the circular to Inhold
members and IGL members referred to in paragraph 7 below.
The Inhold reorganisation, the Inhold unbundling, the Inhold delisting,
the Inhold liquidation, the IGL reorganisation, the IGL internal
restructure, the IGL unbundling, the implementation of the DLC Structure and
the Investec PLC capital raising are collectively referred to as "the
transactions".
3. THE DLC STRUCTURE
Subject to the fulfilment of the suspensive conditions and upon the IGL
unbundling, the DLC Agreements which implement the DLC Structure will come
into effect. The concept of a DLC Structure is essentially simple, but the
protections for shareholders are such that it is difficult to explain the
concept simply and accurately and without deviating into complex detail.
This section gives a basic description of the concept of a DLC Structure,
the entities which will comprise the DLC Structure and how it effects an
existing IGL member (and an existing Inhold member who becomes an IGL member
pursuant to the Inhold unbundling). The description is intentionally biased
towards simplicity for ease of understanding. Further details of the DLC
Structure are set out in the circular to Inhold members and IGL members
referred to in paragraph 7 below.
3.1 DLC concept
The DLC Structure is, in essence, a mechanism to reconstitute Investec as
a single corporate group after the unbundling of Investec PLC (refer to
paragraph 2.7 above) - in effect binding IGL and its subsidiary and
associate companies and Investec PLC and its subsidiary and associate
companies back together as before, except that instead of a traditional
group comprising one holding company and its subsidiary and associate
companies, there will be a synthetic group with two holding companies and
their respective subsidiary and associate companies.
Accordingly, despite the fact that IGL and Investec PLC are separate
legal entities, the intention is that a shareholder should be largely
indifferent as to the entity in which they hold shares. It is intended that
the companies should, so far as is possible, function in all respects as if
they were combined in a traditional group with consolidated accounts and
(except for some shareholder protections designed to reinforce the integrity
of the structure) a shareholder body holding one class of shares.
Accordingly, Investec PLC shareholders and IGL members will vote together as
a single joint electorate on most shareholder matters. Furthermore takeover
provisions have been included which provide that any offer would have to be
made simultaneously on equivalent terms to the shareholders of both
companies.
It is vital for an appreciation of the concept, to understand that the
DLC Structure does not assume that the individual companies` fortunes will
always be the same, as this would clearly be unrealistic. There is thus no
attempt to create or force equality between the companies. The intended
equivalence is at the level of the rights attaching to a single share in
either of the companies.
3.2 Separate entities and listings
IGL and Investec PLC will have separate corporate identities with
separate stock exchange listings. IGL will continue to have a primary
listing on the JSE and Investec PLC is seeking a primary listing on the
London Stock Exchange, and a secondary listing on the JSE. Following the
admission of the Investec PLC ordinary shares to trading on the London Stock
Exchange, Investec PLC will be eligible for inclusion in the FTSE indices.
In South Africa, on the JSE, Investec PLC and IGL will be considered
together, as a single enterprise, for the purposes of index inclusion.
3.3 Holdings of IGL ordinary shares and Investec PLC ordinary shares
On implementation of the DLC Structure, an ordinary share held in either
Investec PLC or IGL will give the holder the same effective economic
interest in Investec, including the same rights to dividends, capital and
voting in respect of joint electorate matters. For every 100 IGL ordinary
shares held, whether by an original IGL member or one who has received IGL
ordinary shares as a result of the Inhold unbundling, as at the record date
for the IGL capital restructure (which is the same as the record date for
the IGL unbundling) such holder will, after the implementation of the IGL
capital restructure and the IGL unbundling, hold 100 instruments being 37
IGL ordinary shares and 63 Investec PLC ordinary shares.
3.4 Regulation
IGL and Investec PLC are subject to extensive regulation by govermental
and self-regulatory organisations in various jurisdictions in which they
operate around the world, including, in particular, the South African
Reserve Bank in South Africa and the Financial Services Authority ("FSA") in
the United Kingdom. The requirements imposed by Investec`s regulators,
including capital adequacy, are designed to ensure the integrity of the
financial markets and to protect customers and other third parties who deal
with Investec. The South African Ministry of Finance and the FSA have
imposed certain conditions specifically in respect of the DLC Structure,
relating, inter alia, to prudential regulation, national identity, listing
and shareholder arrangements, and exchange control matters.
Full details have been set out in the circular to Inhold members and IGL
members referred to in paragraph 7 below.
4. SUSPENSIVE CONDITIONS
The transactions are subject to final regulatory approval and the
separate approval of the Inhold members and the IGL members, as the case may
be.
5. NOTICES OF GENERAL MEETINGS
A general meeting of Inhold members will be held at 09:00 on Friday, 12
July 2002 for the purpose of considering and, if deemed fit, passing, with
or without modification, the resolutions necessary for the Inhold
unbundling, the Inhold delisting and the Inhold winding-up ("the Inhold
general meeting").
A general meeting of IGL members will be held at 09:30, or as soon
thereafter as the Inhold general meeting is concluded, on Friday, 12 July
2002 for the purpose of considering and, if deemed fit, passing, with or
without modification, the resolutions necessary for, inter alia, the IGL
internal restructure, the IGL capital restructure, the IGL unbundling, the
implementation of the DLC Structure and the Investec PLC capital raising
("the IGL general meeting").
6. OPINION AND RECOMMENDATION
The board of directors of Inhold and the board of directors of IGL as
currently constituted, has considered the terms and conditions of the
transactions and are of the opinion that they are fair and reasonable to
Inhold members and IGL members, as the case may be, and recommend that
Inhold members and IGL members vote in favour of the relevant resolutions
necessary to implement the transactions. All the directors of Inhold and IGL
who hold shares in Inhold and/or IGL intend to vote in favour of the
resolutions for the implementation of the transactions.
7. CIRCULAR TO INHOLD MEMBERS AND IGL MEMBERS
A circular giving full details of the transactions and the DLC Structure
and incorporating notices convening the Inhold general meeting and the IGL
general meeting will be posted to Inhold members and IGL members today.
8. UK GAAP FINANCIAL INFORMATION
In contemplation of its London listing, Investec has prepared financial
information in accordance with generally accepted accounting principles in
the United Kingdom ("UK GAAP"). Investec has today released selected
financial information for the years ended 31 March 2000, 2001 and 2002
denominated in sterling under UK GAAP. This information can be accessed via
the internet at www.investec.com and referring to the "Investor Relations"
sections at this address. Salient features are as follows:
UK GAAP
Financial year ended 31 March 2000 2001 2002
Operating income (GBP million) 109.2 112.3 55.4
Operating profit before amortisation
of goodwill (GBP million) 123.5 133.2 158.6
Headline earnings per share (pence)(1) 109.9 125.9 126.8
Dividends per share (pence) 61.4 68.7 53.8
Shareholders funds (GBP million) 527.9 579.2 800.6
Total assets (GBP millions) 16 030.1 15 983.8 17 023.2
Total assets under administration
(GBP million) 45 812.0 44 052.0 45 184.0
(1) "Headline earnings per share" is defined as earnings per share before
amortisation of goodwill, provision for losses on disposal of a business and
profit on disposal of a subsidiary.
9. FINANCIAL REPORTING
IGL and Investec PLC intend to publish a single primary set of
consolidated financial statements, denominated in pounds sterling and
prepared in accordance with UK GAAP, and IGL will publish consolidated
financial statements denominated in Rand and prepared in accordance with
generally accepted accounting principles in South Africa. IGL and Investec
PLC will furthermore also prepare any other financial information needed to
meet their respective local requirements. The financial year-end of both IGL
and Investec PLC will be 31 March.
10. SALIENT DATES AND TIMES
The salient dates and times relating to the implementation of the
transactions are set out below:
2002
Circular to Inhold members and IGL members posted Thursday, 20 June
Last day for submission of forms of proxy by
not later than 09:00 in the case of Inhold members or
09:30 in the case of IGL members Thursday, 11 July
Last day to dematerialise or rematerialise Inhold
ordinary shares prior to the Inhold unbundling (17:00) Thursday, 11 July
Inhold general meeting at 09:00 Friday, 12 July
IGL general meeting at 09:30, or as soon thereafter as
the Inhold general meeting is concluded Friday, 12 July
Results of the Inhold general meeting and the IGL
general meeting announced on SENS Friday, 12 July
Last day to dematerialise or rematerialise IGL
ordinary shares prior to the IGL unbundling (17:00) Friday, 12 July
Results of the Inhold general meeting and the IGL
general meeting published in the press Monday, 15 July
Last day to trade Inhold ordinary shares to participate
in the Inhold unbundling (17:00) Thursday, 18 July
Effective date of the Inhold unbundling after
the close of business (17:00) Thursday, 18 July
Inhold ordinary shares suspended on the JSE from the
commencement of business (09:00) Friday, 19 July
Last day to trade IGL ordinary shares (including IGL
ordinary shares distributed pursuant to the Inhold
unbundling) to participate in, inter alia, the IGL
capital restructure and the IGL unbundling (17:00) Friday, 19 July
Effective date of the IGL capital restructure and the IGL
unbundling after the close of business (17:00) Friday, 19 July
IGL ordinary shares trade ex-entitlement (to participate in
the IGL capital restructure and receive Investec PLC
ordinary shares) from the commencement of business (09:00) Monday, 22 July
Secondary listing of Investec PLC ordinary shares in the
Financials - "Speciality and Other Finance" sector of the
JSE lists at the commencement of business (09:00) and
commencement of conditional trading in the new
Investec PLC ordinary shares to be issued pursuant to the
Investec PLC capital raising on the London Stock Exchange
at the commencement of business (08:00 London time) Monday, 22 July
Record date to participate in the Inhold unbundling
(11:00) Thursday, 25 July
Dematerialised Inhold members will have their safe custody
accounts that they hold with their Central Securities
Depository Participant ("CSDP") or broker updated with
their entitlement to IGL ordinary shares in respect of
the Inhold unbundling Friday, 26 July
Listing of Inhold ordinary shares terminated on the JSE
from the commencement of business (09:00) Friday, 26 July
Record date to participate in the IGL capital restructure
and the IGL unbundling (17:00) Friday, 26 July
Admission of Investec PLC ordinary shares to the UKLA`s
Official List and admission to trading on the
London Stock Exchange in the "Speciality & Other Finance"
sector at the commencement of business (08:00 London time) Monday, 29 July
Listing of the new Investec PLC ordinary shares, to be
issued pursuant to the Investec PLC capital raising, on the
JSE from the commencement of business Monday, 29 July
Final Offering Circular of Investec PLC posted to IGL
members recorded in the register of IGL members as such at
the close of business (17:00) on Friday, 26 July 2002 Monday, 29 July
New Investec PLC share certificates and new IGL share
certificates posted to certificated Inhold members and
certificated IGL members who surrender their documents of
title by the close of business on the record date for the
Inhold unbundling or the record date for the IGL unbundling,
as the case may be, or, failing such surrender, within five
business days of surrender Monday, 29 July
Dematerialised IGL members and dematerialised Inhold members
(who become IGL members pursuant to the Inhold unbundling)
will have their safe custody account that they hold with
their CSDP or broker updated Monday, 29 July
Notes:
1. The above dates and times are subject to amendment. Any amendment will
be announced on the Stock Exchange News Service and in the press.
2. All references to time in this paragraph are South African time unless
otherwise stated.
3. No dematerialisation or rematerialisation of Inhold ordinary shares will
take place after Thursday, 11 July 2002 and, accordingly, Inhold members are
advised that in order to trade their entitlement to the IGL ordinary shares
on the last day to trade for the IGL unbundling, being Friday, 19 July 2002,
their existing Inhold ordinary shares will need to be dematerialised prior
to the close of business on Thursday, 11 July 2002.
4. No dematerialisation or rematerialisation of IGL ordinary shares
existing prior to the IGL capital restructure will take place after Friday,
12 July 2002. Dematerialisation or rematerialisation of the IGL ordinary
shares resulting from the IGL capital restructure can only take place from
Monday, 29 July 2002.
5. All dealings in Investec PLC ordinary shares between commencement of
conditional dealing on the London Stock Exchange and unconditional dealing
on the London Stock Exchange will be on a "when issued" basis. If listing by
the UKLA and admission to trading does not become effective, all such
dealings would be of no effect and any such deal would be at the sole risk
of the parties concerned.
Sandton
20 June 2002
Merchant Bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Lead sponsor in South Africa
Ernst & Young Sponsors (Pty) Ltd
(Registration number 2000/031843/07)
in association with
Jowell, Glyn & Marais Inc
Joint sponsor in South Africa
Investec Securities Limited
Member of the JSE
(Registration number. 1972/008905/06)
South African law advisers
Jowell, Glyn & Marais Inc
(Registration number 1990/000849/21)
Reporting accountants and auditors
Ernst & Young
Chartered Accountants (SA)
(Registered Accountants and Auditors)
English law advisers
Linklaters
Sponsoring broker in Namibia
HSBC Securities (Namibia) (Pty) Limited
Member of the NSx
(Registration number 95/505)
Sponsoring broker in Botswana
Motswedi Securities
(Registration number 2002/28)
Date: 20/06/2002 04:07:55 PM Produced by the SENS Department
