Investec Limited/ Investec plc - Cautionary regarding the odd-lot offer
Investec Limited
Incorporated in the Republic of South Africa
Registration number 1925/002833/06
JSE share code: INL
ISIN: ZAE000040531
Investec plc
Incorporated in England and Wales
Registration number 3633621
JSE share code: INP
ISIN: GB0031773103
(jointly "Investec")
CAUTIONARY ANNOUNCEMENT TO INVESTEC MEMBERS REGARDING THE ODD-LOT OFFER
Investec Members are referred to the circular issued on 20 October 2005 (the
"Circular") in which Investec Members were advised that the purpose of the Odd-
lot Offer is to reduce, as far as possible, the number of Odd-lot Holdings in
Investec plc and Investec Limited thereby reducing the administrative cost
associated with the large number of Odd-lot Holders.
Investec Members were also advised that, based on the Odd-lot holdings as at 10
October 2005, being the last practicable date prior to the issue of the
circular, the Odd-lot Offer and the potential buyback of shares by Investec
Limited and Investec plc would have no significant effect on the earnings and
headline earnings per ordinary share as well as the net asset value and net
tangible asset value of Investec Limited and Investec plc. Based on this the
Board of Investec were unanimously of the opinion that implementing the Odd-lot
Offer would be in the best interests of Investec Members as a whole and
recommended that Investec Members vote in favour of the resolutions necessary to
implement the Odd-lot Offer.
At the General Meeting of Investec Limited and the Extraordinary General Meeting
of Investec plc held on Monday, 14 November 2005, the special and ordinary
resolutions required to give effect to the Odd-lot Offer were duly passed by the
required majority of Investec Members.
Following the release of the Odd-lot Offer Price announcement on SENS and RNS on
Friday, 18 November 2005, Investec has become aware that due to recent trading
activity the number of Odd-lot Holders in Investec Limited and Investec plc has
increased significantly. Therefore the costs of implementing the Odd-lot Offer
have increased substantially and will continue to do so as long as this trading
activity persists. In light of the substantial increase in the costs of
implementing the Odd-lot Offer, it is appropriate that the Board of Investec
reconsiders whether implementing the Odd-lot Offer remains in the best interests
of the Investec Members as a whole.
Accordingly, Investec will continue to monitor the trading activity of Investec
Limited and Investec plc ordinary shares. Investec Members are advised that
Investec reserves the right to withdraw the Odd-lot Offer to the Odd-lot Holders
of both Investec Limited and Investec plc as it is entitled to do in terms of
paragraphs 10.4 and 11.4 of the Circular in which Investec Members were advised
that Investec Limited and Investec plc are entitled at there complete discretion
by written notice to Odd-lot Holders to withdraw the Investec Limited or the
Investec plc portion of the Odd-lot Offer respectively.
Therefore Investec Members are advised to exercise caution when dealing in their
Investec ordinary shares until a further announcement has been released.
Johannesburg / London
22 November 2005
Financial adviser Lead sponsor in South Africa
Merrill Lynch International Merrill Lynch South Africa
Legal adviser in the UK Legal adviser in South Africa
Linklaters Jowell Glyn & Marais Inc.
Joint sponsor
Investec Bank Limited
Date: 22/11/2005 09:09:06 AM Produced by the JSE SENS Department
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