| Fri 30 Jun 2006, 12:29 | | Investec - Subdivision Of Investec Limited And In |
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INL INP
INL INP
Investec - Subdivision Of Investec Limited And Investec Plc Ordinary Shares
And Notices Of Annual General Meeting
Investec Limited
Incorporated in the Republic of South Africa
Registration number 1925/002833/06
JSE share code: INL
ISIN: ZAE000040531
("Investec Limited")
Investec plc
Incorporated in England and Wales
Registration number 3633621
ISIN: GB0031773103
JSE share code: INP
("Investec plc")
(collectively "Investec")
ANNOUNCEMENT RELATING TO THE SUBDIVISION OF INVESTEC LIMITED AND INVESTEC
PLC ORDINARY SHARES AND NOTICES OF ANNUAL GENERAL MEETING
1. Introduction
Further to Investec"s financial results announcement for the year ended 31
March 2006 which was released on 18 May 2006, Investec shareholders are
advised that the boards of directors of Investec Limited and Investec plc
("the Directors") have proposed that at the Annual General Meetings of
Investec Limited and Investec plc to be held on Thursday, 10 August 2006,
shareholders approve, inter alia, the resolutions which will have the
effect of subdividing each Investec Limited ordinary share of ZAR0.001 into
five Investec Limited ordinary shares of ZAR0.0002 each and each Investec
plc ordinary share of GBP0.001 into five Investec plc ordinary shares of
GBP0.0002 each ("the subdivision").
As part of the Dual Listed Company ("DLC") structure, each of Investec plc
and Investec Limited has issued "special converting shares" to a special
purpose company. The special converting shares are an essential feature of
the DLC structure in terms of ensuring that the joint electorate voting
arrangements function as intended and the shareholders of Investec plc and
Investec Limited are treated equivalently in economic terms (on a per share
basis). In order to maintain the DLC voting structure and equivalence of
treatment, it is necessary that the number of special converting shares in
issue reflects the number of ordinary shares in issue. As a result and in
order to give effect to the subdivision, the class "A" preference shares
and the special convertible redeemable preference shares each in the
authorised share capital of Investec Limited, and the special converting
shares, will also be subdivided on a five for one basis.
In addition, as a result of the subdivision, the Memorandum of Association
of Investec Limited and the Articles of Association of Investec plc must be
amended to correctly reflect the new authorised share capital of Investec
Limited and Investec plc respectively.
Details of the subdivision and the resolutions required to be approved by
Investec Limited and Investec plc shareholders in order to give effect
thereto are contained in the documentation referred to in paragraph 7
below.
2. Rationale for the subdivision
Investec"s share price has been at an average of 2889 pence in the London
market and ZAR313.48 in the SA market since the start of 2006. This is a
high average price per share relative to the share price of other companies
whose shares are traded on the London Stock Exchange ("LSE") and the JSE
Limited ("JSE"). The Directors believe that many shareholders prefer to
deal in shares with a lower per share value, more in line with the prices
of other shares traded on the respective markets. Therefore the Directors
propose to reduce the level of the price per share by subdividing every one
existing ordinary share of both Investec plc and Investec Limited into five
new ordinary shares. The value of each Investec shareholder"s
shareholdings should not be affected by the subdivision. Moreover, the
proportion of the issued share capital of Investec Limited and Investec plc
held by each shareholder following the subdivision will be unchanged.
Apart from having a different nominal value, each new ordinary share will
carry the same rights as an existing ordinary share.
3. Effects of the subdivision
The table below shows the effect of the subdivision on Investec Limited and
Investec plc"s authorised and issued ordinary share capital as at 30 June
2006:
Investec Limited Investec plc
Number of Number of Number of Number of
ordinary ordinary ordinary ordinary
shares shares shares shares
before the after the before the after the
subdivision subdivision subdivision subdivision
Authorised share
capital
Ordinary shares of 55 500 000
ZAR0.001 each
Ordinary shares of 277 500 000
ZAR0.0002 each
Ordinary shares of 112 000 000
GBP0.001
Ordinary shares of 560 000 000
GBP0.0002
Issued share
capital
Ordinary shares of 43 999 527
ZAR0.001 each
Ordinary shares of 219 997 635
ZAR0.0002 each
Ordinary shares of 74 633 746
GBP0.001
Ordinary shares of 373 168 730
GBP0.0002
4. Shareholder approval
The subdivision will require the approval of shareholders of both Investec
Limited and Investec plc for, inter alia, the special resolutions to
subdivide each Investec Limited ordinary share into five Investec Limited
ordinary shares and each Investec plc ordinary share into five Investec plc
ordinary shares.
5. Conditions precedent
The implementation of the subdivision is subject to the fulfilment of the
following conditions precedent:
- the approval by shareholders of Investec Limited and Investec plc of -
- the requisite special resolutions; and
- the registration of the requisite special resolutions passed by the
shareholders of Investec Limited in relation to the subdivision of the
Investec Limited ordinary shares, by the South African Registrar of
Companies; and
- the admission to listing on the UK Official List and to trading on the
LSE of the subdivided Investec plc ordinary shares.
6. Salient dates and times
2006
Notices of annual general meeting posted to Friday, 30 June
Investec Limited and Investec plc shareholders
on
Last day for receipt of proxies in respect of
the annual general meetings by 15:00 (SA time) Tuesday, 8 August
and 14:00 (UK time) on
Annual General Meetings of Investec Limited Thursday, 10 August
and Investec plc shareholders at 15:00 (SA
time) and 14:00 (UK time) respectively on
Special resolutions passed at the Investec Friday, 11 August
Limited annual general meeting lodged with the
South African Registrar of Companies for
registration on or about
Results of annual general meetings and Friday, 11 August
finalisation date announcement released on
SENS and a RIS on
Finalisation date announcement published in Monday, 14 August
the press on
Last day to trade in Investec Limited ordinary Friday, 1 September
shares and Investec plc ordinary shares on the
South African branch register with a par value
of ZAR0.001 and GBP0.001 each respectively on
New capital structure of Investec Limited Monday, 4 September
listed. Trading commences in Investec Limited
ordinary shares and Investec plc ordinary
shares on the South African branch register
with a par value of ZAR0.0002 and GBP0.0002
each respectively under the new ISIN of
ZAE000081949 and GB00B17BBQ50 on
Record date for the subdivision of Investec Friday, 8 September
Limited and Investec plc shares recorded in
the SA branch register on
Investec Limited ordinary shares with a par Monday, 11 September
value of ZAR0.0002 issued on
Replacement certificates reflecting the Monday, 11 September
subdivision will be posted to certificated
Investec Limited shareholders and Investec plc
shareholders on the South African branch
register whose share certificates have been
received by Friday, 8 September 2006 on or
about
Dematerialised Investec Limited shareholders Monday, 11 September
and Investec plc shareholders on the South
African branch register will have their
accounts at their Central Securities
Depository Participant or broker updated on
If share certificates have not been received
by Friday, 8 September 2006, replacement share
certificates will be posted within five
business days of receipt of the share
certificates
Notes:
1. Any material changes to the above dates and times will be announced on
SENS, a RIS and published in the South African press.
2. Investec Limited shareholders may not dematerialise or rematerialise
Investec Limited ordinary shares with a par value of ZAR0.001 after
Friday, 1 September 2006.
3. Investec plc shareholders recorded on the South African branch
register may not dematerialise or rematerialise Investec plc ordinary
shares with a par value of GBP0.001 after Friday, 1 September 2006.
4. Transfers between the Investec plc UK share register and the South
African branch register may not take place between Friday, 1 September
and Friday, 8 September 2006, both days inclusive.
7. Further documentation
Full details of the subdivision and the disclosure relating thereto as well
as the requisite resolutions to give effect to the subdivision are
contained in the Annual Financial Statements and Notices of Annual General
Meeting of Investec Limited and Investec plc which were posted to Investec
shareholders on 30 June 2006.
8. Notices of Annual General Meeting and No Change Statement
As a result of the Dual Listed Companies structure implemented in July
2002, the Proposal is conditional, amongst other things, on the approval of
Members of both Investec Limited and Investec plc voting together as a
single decision-making body. This approval will be sought at the Annual
General Meeting of Investec Limited to be held at 15:00 (SA time) on
Thursday, 10 August 2006 at the registered offices of Investec Limited at
100 Grayston Drive, Sandown, Sandton as well as at the parallel Annual
General Meeting of Investec plc to be held at the same time, 14:00 (UK
time) on Thursday, 10 August 2006 at the registered offices of Investec plc
at 2 Gresham Street, London, EC2V 7QP, United Kingdom.
A circular to Investec Members setting out the details of the Proposal and
incorporating the Notices of the Annual General Meeting of Investec Limited
and Investec plc have been issued and posted to Investec Members today, 30
June 2006.
These documents will shortly be available for inspection at the UK Listing
Authority"s Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel no. +44 (0)20 7676 1000
In compliance with section 3.22 of the JSE Listings Requirements, Investec
Members are advised that Investec has posted its Annual Financial
Statements for the 2006 financial year to Investec Members today, 30 June
2006 and as the information previously published in the preliminary report
on 18 May 2006 is unchanged, will not be publishing an abridged report.
The Annual Reports are also available on Investec"s website:
http://www.investec.com/GroupLinks/InvestorRelations/InvestorRelations.htm
Should you require printed copies, please contact the Investor Relations
division:
+27 11 286 7070 or investorrelations@investec.com
The results of the company are audited by Ernst & Young and their report is
available for inspection at Investec"s registered office.
Johannesburg
30 June 2006
Investment bank and joint Lead sponsor in South Africa
sponsor Merrill Lynch South Africa
Investment Bank Limited
Legal adviser in the UK Legal adviser in South Africa
Linklaters Jowell, Glyn & Marais Inc.
Date: 30/06/2006 11:01:01 AM Produced by the JSE SENS Department
