| Mon 24 Jan 2005, 8:18 | | PRELISTING STATEMENT |
|
INVESTEC LIMITED - PRELISTING STATEMENT
INVESTEC LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/002833/06)
Share code: INL ISIN: ZAE000040531
(`Investec` or `the company`)
Abridged pre-listing statement relating to an offer for subscription of 5 000
000 non-redeemable, non-cumulative, non-participating preference shares
(`preference shares`) at an issue price of R104,50 per preference share (`the
offer for subscription`).
1. INTRODUCTION AND RATIONALE
Investec intends to issue these preference shares to create a more efficient
capital structure, repay existing debt and pursue current opportunities in the
more favourable growth environment. The preference shares represent an
attractive alternative investment opportunity for the greater investment
community.
2. INFORMATION RELATING TO INVESTEC GROUP
Investec was founded as a leasing company in Johannesburg in 1974. It
acquired a banking licence in 1980 and was listed on the JSE Securities Exchange
South Africa (`JSE`) in 1986. In November 2001, Investec received permission
from the South African Minister of Finance and the South African Reserve Bank to
establish a Dual Listed Companies (`DLC`) structure with linked companies listed
in London and Johannesburg. The structure was implemented in July 2002.
In terms of the DLC structure, Investec holds all the Group`s businesses in
continental Southern Africa and Mauritius as well as its primary listing on the
JSE. The non-South African businesses are held by Investec plc, which has a
primary listing on the London Stock Exchange and a secondary listing on the JSE.
Investec Limited and Investec plc are separate legal entities and listings,
but are bound together by contractual agreements and mechanisms.
Investec has expanded through a combination of strategic acquisitions and
organic growth and now operates in three principal markets, the United Kingdom,
South Africa and Australia.
A simplified illustration of the DLC structure can be viewed in the press.
3. DIRECTORS
3.1 Directors
The full names, nationalities (if not South African), ages, addresses,
occupations and profiles of the directors are set out below:
3.1.1 Hugh S Herman (64) (Non-executive Chairman - appointed 1994)
Business address: Investec Bank Limited, 100 Grayston Drive,
Sandown Sandton, 2196
Qualifications: BA LLB LLD (Honoris CAUSA)
3.1.2 Stephen Koseff (53) (Chief Executive Officer - appointed 1986)
Business address: Investec Bank Limited, 100 Grayston, Sandown
Sandton, 2196
Qualification: BCom CA (SA) H Dip BDP MBA
3.1.3 Bernard Kantor (55) (Managing Director - appointed 1987)
Business address: Investec plc, 2 Gresham Street, London,
EC2V 7QP United Kingdom
Qualification: CTA
3.1.4 Glynn R Burger (48) (Executive Director - appointed 2002)
Business address: Investec Bank Limited, 100 Grayston, Sandown
Sandton, 2196
Qualification: BAcc CA(SA) H Dip BDP MBL
3.1.5 Alan Tapnack* (58) (Executive Director - appointed 2002)
Business address: Investec plc, 2 Gresham Street, London,
EC2V 7QP United Kingdom
Qualification: BCom CA(SA)
3.1.6 Sam E Abrahams (66) (Non-executive Director - appointed 1996)
Business address: c/o Investec Bank Limited, 100 Grayston,
Sandown, Sandton, 2196
Qualifications: FCA CA(SA)
3.1.7 George F O Alford* (56) (Non-executive Director - appointed
2002)
Business address: Investec plc, 2 Gresham Street, London,
EC2V 7QP United Kingdom
Qualifications: BSc (Econ) FCIS FIPD MSI
3.1.8 Haruko Fukuda OBE* (58) (Non-executive Director - appointed
2003)
Business address: c/o Investec plc, 2 Gresham Street, London,
EC2V 7QP United Kingdom
Qualification: MA (Cantab) DSc
3.1.9 Geoffrey M T Howe* (55) (Non-executive Director - appointed
2003)
Business address: c/o Investec plc, 2 Gresham Street, London,
EC2V 7QP United Kingdom
Qualification: MA (Hons)
3.1.10 Donn E Jowell (63) (Non-executive Director - appointed 1989)
Business address: c/o Investec Bank Limited, 100 Grayston,
Sandown Sandton, 2196
Qualification: BCom LLB
3.1.11 Ian R Kantor (58) (Non-executive Director - appointed 1980)
Business address: Herengracht 537, 1017 BV Amsterdam
The Netherlands
Qualification: BSc (Eng) MBA
3.1.12 Sir Chips Keswick* (64) (Non-executive Director - appointed
2002)
Business address: c/o Investec plc, 2 Gresham Street, London,
EC2V 7QP United Kingdom
3.1.13 Mangalani Peter Malungani (46) (Non-executive Director -
appointed 2002)
Business address: Suite 702, Nedbank Gardens, 33 Bath Avenue
Rosebank, 2196
Qualification: BCom MAP LDP
3.1.14 Peter R S Thomas (59) (Non-executive Director - appointed 1981)
Business address: 5 St Peter Road, Houghton, 2192
Qualification: CA(SA)
3.1.15 Fani Titi (42) (Non-executive Director - appointed 2004)
Business address: Abcon House, Fairway Office Park, 52 Grovenor
Road, Bryanston East, 2152
Qualification: BSc (Hons) MA MBA
* British
4. SHARE CAPITAL OF INVESTEC
Authorised and issued share capital
The authorised and issued share capital of Investec, before and after the offer
for subscription, assuming that the preference shares of
R522 500 000 are allotted and issued, are set out below:
Before the offer for subscription
Authorised share capital R
55 500 000 ordinary shares of R0,001 each 55 500
8 000 000 class `A` variable rate compulsorily convertible 8 000
non-cumulative preference shares of R0,001 each
50 000 variable rate redeemable cumulative preference 30 000
shares of R0,60 each
1 dividend access (South African resident) redeemable 1
preference share of R1,00
1 dividend access (Non-South African resident) 1
redeemable
preference share of R1,00
112 000 000 special convertible redeemable preference shares 112 000
of R0,001 each
100 000 000 non-redeemable, non-cumulative, non- 1 000 000
participating preference shares of R0,01 each
Issued share capital
43 999 527 ordinary shares of R0,001 each 44 000
3 958 variable rate redeemable cumulative preference 2 375
shares of R0,60 each
1 dividend access (South African resident) redeemable 1
preference share of R1,00
1 dividend access (Non-South African resident) 1
redeemable preference share of R1,00
74 633 746 special convertible redeemable preference 74 634
shares of R0,001 each
Share premium 7 340 015 466
After the offer for subscription
Authorised share capital R
55 500 000 ordinary shares of R0,001 each 55 500
8 000 000 class `A` variable rate compulsorily convertible 8 000
non-cumulative preference shares of R0,001 each
50 000 variable rate redeemable cumulative preference 30 000
shares of R0,60 each
1 dividend access (South African resident) redeemable 1
preference share of R1,00
1 dividend access (Non-South African resident) 1
redeemable preference share of R1,00
112 000 000 special convertible redeemable preference 112 000
shares of R0,001 each
100 000 000 non-redeemable, non-cumulative, non- 1 000 000
participating preference shares of R0,01 each
Issued share capital R
43 999 527 ordinary shares of R0,001 each 44 000
3 958 variable rate redeemable cumulative preference 2 375
shares of R0,60 each
1 dividend access (South African resident) redeemable 1
preference share of R1,00
1 dividend access (Non-South African resident) 1
redeemable preference share of R1,00
74 633 746 special convertible redeemable preference 74 634
shares of R0,001 each
5 000 000 non-redeemable, non-cumulative, non- 50 000
participating
preference shares of R0,01 each
Share premium 7 862 465 466
Compulsorily convertible debentures - unlisted R`000
Issued
880 000 series 1 class `A` variable rate unsecured 154 000
subordinated compulsorily convertible debentures
of R0,60 issued at a premium of R174,40 per debenture
Interest accrues on 31 March and 30 September of
each year and is calculated at an annually compounded
six-monthly rate of 3% below the official rate as defined
in the 7th Schedule of the Income Tax Act of 1962,
payable on the issue price of R175,00 per debenture
980 000 series 2 class `A` variable rate unsecured 225 400
subordinated
compulsorily convertible debentures of R0,60 issued
at a premium of R229,40 per debenture
Interest accrues on 31 March and 30 September of
each year and is calculated at an annually compounded
six-monthly rate of 3% below the official rate as defined
in the 7th Schedule of the Income Tax Act of 1962,
payable on the issue price of R230,00 per debenture
5. DETAILS OF THE OFFER FOR SUBSCRIPTION
5.1 Particulars of the offer for subscription
Issue price per preference share R104,50
(which equates to a premium of R104,49 per preference share)
Deemed value R100,00
Dividend yield based on deemed value of R100,00 70% of Prime
Effective dividend yield based on issue price of R104,50 67% of Prime
Minimum Rand value of subscription per subscriber acting
as principal R104 500
Number of preference shares offered 5 000 000
Amount raised in terms of the offer for subscription R522,5 million
The directors of Investec reserve the right to accept all subscriptions
received, in whole or part, up to its authorised preference share capital.
If applicable, applications may be reduced on an equitable basis, as
determined by the directors in their sole discretion, subject to the minimum
subscription amount of R104 500.00, for a single addressee.
5.2 Times and dates of the opening and closing of the offer for subscription
Opening date of the offer for subscription
(09:00) Monday, 24 January 2005
Closing date of the offer for subscription
(12:00) Friday, 11 February 2005
Proposed listing date (09:00) Wednesday, 16 February 2005
Shareholders applying for dematerialised shares must inform their CSDP or
broker of their application by the cut-off time stipulated by their CSDP or
broker in terms of their agreement.
5.3 Condition to the listing
The JSE has granted Investec a listing of 5 000 000 preference shares in the
Specialist Securities - `Preference Shares` sector. The listing is subject to
the condition that Investec meets the requirements of the JSE in respect of the
requisite spread of preference shareholders, being a minimum of 50 public
shareholders, excluding employees and their associates.
6. SALIENT FEATURES OF THE PREFERENCE SHARES
The preference shares are non-redeemable, non-cumulative and non-
participating and dividends are payable semi-annually on a date at least seven
business days prior to the date on which Investec pays its ordinary dividends,
if any, but shall be payable, regardless of whether an ordinary dividend has
been declared or not, not later than
120 business days after 31 March and 30 September of each year, respectively.
6.1 Voting rights
The preference shares are non-voting, save for those circumstances prescribed
under section 194 of the South African Companies Act, 1973 (Act 61 of 1973), as
amended. Preference shareholders will only be entitled to vote during periods
when a preference dividend (which has been declared) or any part of it remains
in arrear and unpaid after six months from the due date thereof and when
resolutions are proposed which directly affect any rights attaching to the
preference shares or which could prejudice the interests of preference
shareholders.
6.2 Entitlements to dividends
Preference shareholders will receive an annual dividend equivalent to 70% of
prime multiplied by the deemed value of the preference shares held by a
preference shareholder payable in two semi-annual instalments. An ordinary
dividend will not be declared by Investec unless the preference share dividend
is declared. The deemed value for the purpose of calculating a preference
dividend shall be an amount of R100,00, notwithstanding the actual issue price
of a preference share. The effective dividend yield of the preference shares,
based on the issue price of R104,50, equates to 67% of prime.
7. LISTING ON THE JSE
The JSE has granted a listing, subject to the fulfilment of the condition
referred to in paragraph 5.3 above, of 5 000 000 preference shares under the
abbreviated name `INVLTD PREF`, in the Specialist Securities - `Preference
Shares` sector of the JSE lists with effect from the commencement of trading on
Wednesday, 16 February 2005.
8. COPIES OF THE PRE-LISTING STATEMENT
Copies of the Pre-Listing Statement can be obtained during normal business
hours prior to 12:00 on Friday, 11 February 2005 from:
* Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton; and
* Computershare Investor Services 2004 (Proprietary) Limited, 70 Marshall
Street, Johannesburg.
Sandton
24 January 2005
Investment bank and joint sponsor
Investec Bank Limited
(Registration number 1969/004763/06)
Lead sponsor
Ernst & Young Sponsors (Pty) Ltd
(Registration number 2000/031843/07)
Legal adviser
JOWELL GLYN & MARAIS
