| Fri 7 Jul 2006, 8:08 | | Investec plc - Abridged Pre-Listing Statement |
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INP
INP
Investec plc - Abridged Pre-Listing Statement
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
Investec plc
(Incorporated in England and Wales)
(Registration number 3633621)
Share code: INP ISIN: GB0031773103
("Investec plc" or "the company")
ABRIDGED PRE-LISTING STATEMENT
Prepared in terms of the Listings Requirements of the JSE relating to an offer
for subscription of non-redeemable, non-cumulative, non-participating Investec
plc preference shares.
1. INTRODUCTION AND RATIONALE
Investec plc intends to issue non-redeemable, non-cumulative, non-
participating preference shares of GBP0.01 each in the share capital of Investec
plc, being the subject of the offer for subscription and the listing
("perpetual preference shares"), which will be listed on the JSE Limited
("JSE"), in order to raise permanent capital thus creating a more efficient
capital structure and allowing it to pursue growth opportunities as they may
arise. The Directors of Investec plc believe the perpetual preference shares
represent an attractive alternative investment opportunity for potential
investors. In particular, as the perpetual preference shares are denominated in
Pounds Sterling, South African investors will have the opportunity to invest in
a security which not only will provide an attractive dividend yield but also
give investors exposure to a Pound Sterling and hence providing Rand hedge
properties.
2. INFORMATION RELATING TO THE 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 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 Group Limited ("IGL") retained all its
businesses in continental Southern Africa and Mauritius as well as its primary
listing on the JSE. IGL was re-named Investec Limited. IGL"s other businesses
were unbundled and placed into a UK company, Investec plc. Investec plc has a
primary listing on the London Stock Exchange ("LSE") and a secondary listing
on the JSE.
Investec Limited and Investec plc are separate legal entities with separate
listings, but are bound together by contractual agreements and constitutional
arrangements.
Investec has expanded through a combination of strategic acquisitions and
organic growth and now operates in three principal markets, the UK, South
Africa and Australia.
A simplified illustration of the DLC structure:
See press release for diagram
3. DIRECTORS
3.1 Directors
The full names, ages, nationalities (if not South African), addresses,
occupations and profiles of the directors are set out below:
3.1.1 Hugh S Herman (65) (Non-executive Chairman - appointed 1994)
Business address: Investec Bank Limited, 100 Grayston Drive, Sandown,
Sandton, 2196
Qualifications: BA LLB LLD (Honoris Causa)
Hugh practised as a lawyer before joining Pick "n Pay, a leading South
African retail group, where he became Managing Director. He joined
Investec in 1994. His directorships include Investec Bank Limited,
Investec Bank (UK) Limited, Pick "n Pay Holdings Limited and Pick `n Pay
Stores Limited.
3.1.2 Stephen Koseff (54) (Chief Executive Officer - appointed 1986)
Business address: Investec Bank Limited, 100 Grayston Drive, Sandown,
Sandton, 2196
Qualification: BCom CA(SA) H Dip BDP MBA
Stephen joined Investec in 1980. He has had diverse experience within
Investec as Chief Accounting Officer and General Manager of Banking,
Treasury and Merchant Banking. His directorships include the JSE Limited,
Investec Bank Limited, Investec Bank (UK) Limited and The Bidvest Group
Limited.
3.1.3 Bernard Kantor (56) (Managing Director - appointed 1987)
Business address: Investec plc, 2 Gresham Street, London, EC2V 7QP UK
Qualification: CTA
Bernard joined Investec in 1980. He has had diverse experience within
Investec as a Manager of the Trading Division, Marketing Manager and
Chief Operating Officer. His directorships include Investec Bank Limited,
Investec Bank (UK) Limited and Phumelela Gaming and Leisure Limited.
3.1.4 Glynn R Burger (49) (Executive Director - appointed 2002)
Business address: Investec Bank Limited, 100 Grayston Drive, Sandown,
Sandton, 2196
Qualification: BAcc CA(SA) H Dip BDP MBL
Executive Director responsible for Finance and Risk. Glynn joined
Investec in 1980. He has had diverse experience within Investec as Chief
Accounting Officer, Group Risk Manager and Joint Managing Director for
South Africa. His directorships include Investec Bank Limited.
3.1.5 Alan Tapnack* (59) (Executive Director - appointed 2002)
Business address: Investec plc, 2 Gresham Street, London, EC2V 7QP UK
Qualification: BCom CA(SA)
Alan practised as a Chartered Accountant and is a former partner of Price
Waterhouse and former Managing Director of Grey Phillips Bunton Mundell
and Blake, a leading South African marketing services group. Alan joined
Investec in 1991. He recently stepped down as Chief Executive Officer of
Investec"s UK operations. His directorships include Investec Bank (UK)
Limited.
3.1.6 Samuel E Abrahams (67) (Non-executive Director - appointed 1996)
Business address: c/o Investec Bank Limited, 100 Grayston Drive, Sandown,
Sandton, 2196
Qualifications: FCA CA(SA)
Samuel is a former international partner and South African Managing
Partner of Arthur Andersen. His current directorships include Foschini
Limited, Super Group Limited, Investec Bank Limited and Phumelela Gaming
and Leisure Limited.
3.1.7 George F O Alford* (57) (Non-executive Director - appointed 2002)
Business address: c/o Investec plc, 2 Gresham Street, London, EC2V 7QP UK
Qualifications: BSc (Econ) FCIS FIPD MSI
George is former Head of Private Banking and Head of Personnel at
Kleinwort Benson Group. His directorships include Investec Bank (UK)
Limited.
3.1.8 Cheryl A Carolus (48) (Non-executive Director - appointed 2005)
Business address: c/o Investec Bank Limited, 100 Grayston Drive, Sandown,
Sandton, 2196
Cheryl acted as the South African High Commissioner to London between
1998 and 2001 and was Chief Executive Officer of South African Tourism.
She is Chairperson of South African National Parks. Her directorships
include the International Crisis Group and WWF International.
3.1.9 Haruko Fukuda OBE* (59) (Non-executive Director - appointed 2003)
Business address: c/o Investec plc, 2 Gresham Street, London, EC2V 7QP UK
Qualification: MA (Cantab) DSc
Haruko was previously Chief Executive Officer of the World Gold Council.
She is an adviser to Metro AG and Lazard.
3.1.10 Geoffrey M T Howe* (56) (Non-executive Director - appointed 2003)
Business address: c/o Investec plc, 2 Gresham Street, London, EC2V 7QP UK
Qualification: MA (Hons)
Geoffrey is a former Managing Partner of Clifford Chance LLP and was
director and Group General Counsel of Robert Fleming Holdings Ltd. He is
also a former Chairman of Railtrack Group plc. His directorships include
Jardine Lloyd Thompson Group plc, The JP Morgan Fleming Overseas
Investment Trust plc, and Nationwide Building Society. He is also an
adviser to a number of leading professional and financial service
organisations.
3.1.11 Donn E Jowell (64) (Non-executive Director - appointed 1989)
Business address: c/o Investec Bank Limited, 100 Grayston Drive, Sandown,
Sandton, 2196
Qualification: BCom LLB
Donn is Chairman of and a consultant to Jowell Glyn & Marais Inc, the
South African legal advisers to Investec. His current directorships
include Investec Bank Limited.
3.1.12 Ian R Kantor (59) (Non-executive Director - appointed 1980)
Business address: Herengracht 537, 1017 BV Amsterdam, The Netherlands
Qualification: BSc (Eng) MBA
Ian is former Chief Executive of Investec Bank Limited, resigning in 1985
and relocating to the Netherlands. His current directorships include
Insinger de Beaufort Holdings SA (where he is Chairman of the management
board and in which Investec holds an 8.6% interest), Bank Insinger de
Beaufort NV and Investec Bank (UK) Limited.
3.1.13 Sir Chips Keswick* (66) (Non-executive Director - appointed 2002)
Business address: c/o Investec plc, 2 Gresham Street, London, EC2V 7QP UK
Sir Chips is former Chairman of Hambros Bank Limited and Hambros
PLC and a former director of Anglo American Plc. He was on the Court of
the Bank of England. His directorships include De Beers SA, De Beers
Consolidated Mines Limited and Investec Bank (UK) Limited.
3.1.14 M Peter Malungani (48) (Non-executive Director - appointed 2002)
Business address: Suite 702, Nedbank Gardens, 33 Bath Street, Rosebank,
2196
Qualification: BCom MAP LDP
Peter is Chairman of Peu Group (Proprietary) Limited. He is Chairman of
Phumelela Gaming and Leisure Limited and is a director of Super Group
Limited and Investec Bank Limited.
3.1.15 Sir David Prosser* (62) (Non-executive Director - appointed 2006)
Business address: c/o Investec plc, 2 Gresham Street, London, EC2V 7QP UK
Qualification: BSc (Hons) FIA
Sir David was previously Group Chief Executive of Legal & General Group
PLC, joining Legal & General in 1988 as Group Director (Investments)
becoming Deputy Chief Executive in January 1991 and Group Chief Executive
in September 1991. Sir David was previously Chairman of the Financial
Services Skills Council and is currently a director of Intercontinental
Hotels Group PLC.
3.1.16 Peter R S Thomas (61) (Non-executive Director - appointed 1981)
Business address: 10 Orange Street, Sunnyside, Auckland Park,
Johannesburg, 2092
Qualification: CA(SA)
Peter is a Chartered Accountant and former Managing Director of The
Unisec Group Limited. His current directorships include Investec Bank
Limited.
3.1.17 Fani Titi (44) (Non-executive Director - appointed 2004)
Business address: Abcon House, Fairway Office Park, 52 Grosvenor Road,
Bryanston East, 2152
Qualification: BSc (Hons) MA MBA
Fani is currently Chief Executive Officer of Tiso Group Limited, a former
Chairman of the Armaments Corporation of South Africa Limited and a
director of The Bidvest Group Limited and Kumba Resources Limited.
*British
4. SHARE CAPITAL OF INVESTEC PLC
4.1 Authorised and issued share capital before the offer for subscription
Authorised
112 000 000 ordinary shares of GBP0.001 each GBP112
000
55 500 000 special converting shares of GBP0.001 each GBP55 000
1 000 000 non-cumulative perpetual preference shares of 0.01 each 10 000
1 UK DAN share of GBP0.001 -
1 UK DAS share of GBP0.001 -
1 special voting share of GBP0.001 -
100 000 000 non-redeemable, non-cumulative, non-participating
preference shares of GBP0.001 each GBP1 000
000
Issued
75 433 746 ordinary shares of GBP0.001 each GBP75 434
45 099 527 special converting shares of GBP0.001 each GBP45 100
1 UK DAN share of GBP0.001 -
1 UK DAS share of GBP0.001 -
1 special voting share of GBP0.001 -
4.2 Authorised and issued share capital after the offer for subscription
The table below is for illustrative purposes only and sets out the authorised
and issued capital of Investec plc after the offer for subscription based on
the example set out in paragraph 5.2 below:
Authorised
112 000 000 ordinary shares of GBP0.001 each GBP112 000
55 500 000 special converting shares of GBP0.001 each GBP55 000
1 000 000 non-cumulative perpetual preference shares of 0.01 each 10 000
1 UK DAN share of GBP0.001 -
1 UK DAS share of GBP0.001 -
1 special voting share of GBP0.001 -
100 000 000 non-redeemable, non-cumulative, non-participating
preference shares of GBP0.001 each GBP1 000 000
Issued
75 433 746 ordinary shares of GBP 0.001 each GBP75 434
45 099 527 special converting shares of GBP0.001 each GBP45 100
1 UK DAN share of GBP0.001 -
1 UK DAS share of GBP0.001 -
1 special voting share of GBP0.001 -
6 713 211 non-redeemable, non-cumulative, non-participating
preference shares of GBP0.001 each* GBP67 132
* The number of perpetual preference shares issued has been determined assuming
an exchange rate of R13.00/GBP1 and a coupon rate of 5.50% on the closing date
of the offer for subscription.
The authorised and issued share capital of Investec plc set out in the table
above does not take into account the proposed subdivision.
The company"s authorised share capital was increased by GBP1 000 000 by the
creation of 100 000 000 perpetual preference shares each by special resolution
approved by the requisite number of shareholders at the Extraordinary General
Meeting of Investec plc and the General Meeting of Investec Limited ("the
Meetings"), both held on Wednesday, 28 June 2006.
At the Meetings referred to above, Investec Members also approved the ordinary
resolution giving the Directors authority to allot and issue all of the
perpetual preference shares at their discretion until the next Annual General
Meetings of Investec Limited and Investec plc ("Investec") which are to be
held on Thursday, 10 August 2006.
At the Annual General Meetings, Investec will seek approval for a further
ordinary resolution to place the unissued perpetual preference shares under
the control of the Directors until the 2007 Annual General Meetings of
Investec.
Investec plc allotted and issued 800 000 ordinary Investec plc shares of
GBP0.001 each to the Investec plc Jersey Number 1 Trust and Investec Limited
allotted and issued 1 100 000 ordinary Investec Limited shares of R0.001 each
to the Investec Limited Security and Purchase Option Scheme 2002 Trust, both
on 29 June 2006, pursuant to the exercise of vested options by staff in terms
of these schemes.
Accordingly, Investec plc issued 1 100 000 special converting shares of GBP0.001
each.
No option or preferential right of any kind was or is being proposed to be
given to any persons to subscribe for any securities of Investec plc or any
securities of its subsidiaries.
5. DETAILS OF THE OFFER FOR SUBSCRIPTION
5.1 Particulars of the offer for subscription
Deemed value for dividend purposes GBP10.00
Coupon rate the base rate* plus 1%
Initial dividend yield based on the issue price 6.40%
Minimum Rand value of subscription per subscriber acting
as principal R120 000
Amount to be raised in terms of the offer for subscription R750 million
Investors will subscribe for a Rand value of perpetual preference shares. The
issue price per perpetual preference share and accordingly the number of
perpetual preference shares to be issued to each investor will be determined
on the closing date of the offer for subscription based on the coupon rate and
the Rand/Pound Sterling exchange rate on that date in order to ensure that
investors receive an initial dividend yield of 6.40% based on the issue price.
*the base rate of the Bank of England from time to time as published by the
Bank of England which at the date of this announcement was 4.50%
5.2 Illustrative example
For illustrative purposes only, set out below are the details of the pricing
and the allotment and issue of perpetual preference shares assuming an
exchange rate of R13.00/GBP1 and a coupon rate of 5.50% on the closing date of
the offer for subscription.
Deemed value for dividend purposes GBP10.00
Initial dividend yield 6.40%
Issue price per perpetual preference share R111.72
Minimum Rand value of subscription per subscriber acting
as principal R120 000
Number of perpetual preference shares to be
issued to a subscriber 1 074*
Amount to be raised in terms of the offer for subscription R750 million
Total number of perpetual preferences shares issued 6 713 211
* Fractions of perpetual preference shares will not be issued. Subscribers will
receive a cash refund for any fraction that arises. In this example, the
subscriber will receive a cash refund of R12.72.
A more detailed illustrative example of the pricing and the allotment and
issue of the perpetual preference shares taking into account various
Rand/Pound Sterling exchange rates is set out in Annexure 3 of the Pre-Listing
Statement which will be available from 12:00 on Friday, 7 July 2006.
5.3 Times and dates of the opening and closing of the offer for subscription
2006
Opening date of the offer for subscription (09:00) Monday, 10 July
Closing date of the offer for subscription (12:00) Friday, 28 July
Proposed listing date (09:00) Thursday, 3 August
5.4 Condition to the listing
Application will be made to the JSE to list the perpetual preference shares in
the Specialist Securities - "Preference Shares" sector. The number of
perpetual preference shares to be listed will be determined on the closing
date of the offer. The listing is subject to the condition that Investec plc
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 PERPETUAL PREFERENCE SHARES
The perpetual 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 final and interim
ordinary dividends to its ordinary shareholders, if any, but, if declared,
shall be payable, not later than 120 business days after 31 March and 30
September of each year, respectively. The full terms of the perpetual
preference shares are set out in Annexure 2 of the Pre-listing Statement which
will be available from 12:00 on Friday, 7 July 2006.
6.1 Voting rights
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 or when
resolutions are proposed which directly affect any rights attaching to the
perpetual preference shares or the interests of preference shareholders or a
resolution is proposed to wind up or in relation to the winding-up of the
company or for the reduction of its capital.
6.2 Entitlements to dividends
Preference shareholders will receive an annual dividend based on the coupon
rate (being equivalent to the Bank of England base rate plus 1%) multiplied by
the deemed value, on a daily basis and payable in two semi-annual instalments.
An ordinary dividend will not be declared by Investec plc unless the
preference share dividend is declared. The deemed value for the purpose of
calculating a preference dividend shall be an amount of GBP10.00,
notwithstanding the actual issue price of a perpetual preference share.
All dividends to the preference shareholders will be declared in Pounds
Sterling, but paid in Rands. The equivalent Rand value of the preference share
dividend will be determined using the average Rand/Pound Sterling buy/sell
forward rate on the business day prior to the release of the dividend
declaration announcement on SENS and a RIS.
In the case of South African resident preference shareholders, in terms of the
current provisions of the Income Tax Act, foreign dividends received from a
non-resident company, including deemed dividends, are free of tax if, inter
alia, the distributing company is a listed company and South African residents
hold more than 10% of its equity share capital.
In the case of Investec plc approximately 37.1% of its equity share capital is
currently held by South African residents. Should this fall below 10%, the
dividends received by South African preference shareholders may become
taxable.
All applicants must obtain their own advice in connection with the taxation
consequences relating to their investment in the perpetual preference shares.
7. LISTING ON THE JSE
Application will be made to the JSE to list, subject to the fulfilment of the
condition referred to in paragraph 5.4 above, the perpetual preference shares
under the abbreviated name "INV PREF" and the alpha code "INPP", ISIN
ZAE000076809 in the Specialist Securities - "Preference Shares" sector of the
JSE List with effect from commencement of trading on Thursday, 3 August 2006.
8. FURTHER COPIES OF THE PRE-LISTING STATEMENT
Copies of the Pre-listing Statement can be obtained during normal business
hours from 12:00 on Friday, 7 July 2006 from:
- Investec Limited, 100 Grayston Drive, Sandown, Sandton, 2196;
- Merrill Lynch South Africa (Pty) Limited, 138 West Street, Sandown, Sandton,
2196, and
- Computershare Investor Services 2004 (Proprietary) Limited, 70 Marshall
Street, Johannesburg, 2001
Sandton
7 July 2006
Investment bank and joint sponsor
Investec Bank Limited
(Registration number 1969/004763/06)
Lead sponsor in South Africa
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the JSE Limited
Legal adviser in the UK
Linklaters
Legal adviser in South Africa
Jowell Glyn & Marais
This announcement is not for distribution, directly or indirectly, in or into
the United States (including its territories and dependencies, any State of the
United States and the District of Columbia), Australia, Canada or Japan. These
materials do not constitute or form a part of any offer or solicitation to
purchase or subscribe for securities in the United States. The preference shares
mentioned herein have not been, and will not be, registered under the United
States Securities Act of 1933 (the "Securities Act").
The preference shares may not be offered or sold within the United States except
pursuant to an exemption from the registration requirements of the Securities
Act. There will be no public offer of securities in the United States.
No prospectus has been published in respect of the preference shares in any
Relevant Member State and, save for certain exceptions, the preference shares
may not be offered or sold to the public in any Relevant Member State.
Date: 07/07/2006 08:08:34 AM Produced by the JSE SENS Department
