Last checked at 31 May 2022 08:45
Investec plc (incorporated in England and Waleswith registered number 3633621)LSE share code: INVPJSE share code: INPISIN: GB00B17BBQ50LEI: 2138007Z3U5GWDN3MY22
| Investec Limited (incorporated in South Africawith registered number 1925/002833/06)JSE share code: INLNSX share code: IVDBSE share code: INVESTECISIN: ZAE000081949LEI: 213800CU7SM6O4UWOZ70
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
Defined terms used but not otherwise defined in this announcement have the meanings set out in the Scheme Circular (as defined below).
As part of the dual listed company structure, Investec plc and Investec Limited (jointly "Investec") notify both the London Stock Exchange (the "LSE") and the Johannesburg Stock Exchange (the "JSE") of matters which are required to be disclosed under the Disclosure Guidance and Transparency Rules and the Listing Rules of the Financial Conduct Authority and/or the JSE Listings Requirements.
Accordingly, we advise of the following:
INVESTEC PLC AND INVESTEC LIMITED
Effective Date of the Distribution of shares in Ninety One to Investec Ordinary Shareholders
Further to the shareholder circular published by Investec on 18 March 2022 relating to the proposed Distribution of 15% of the shares in Ninety One to Investec Ordinary Shareholders (the "Scheme Circular"), the announcement by Investec on 28 April 2022 confirming the results of the General Meetings of Investec and the Court Meeting of Investec plc and the announcement by Investec on 20 May 2022 confirming that the Scheme had been sanctioned by the Court and the reduction of the share premium account of Investec plc required to effect the UK Distribution had been confirmed by the Court, Investec is pleased to announce that, following the delivery of the Scheme Court Order to the Registrar of Companies, the Distribution became effective as of 7.00 p.m. (London time) / 8.00 p.m. (Johannesburg time) on Monday, 30 May 2022 (the "Effective Date").
Key Settlement Dates
As set out in the Scheme Circular, Investec Ordinary Shareholders registered on the applicable Register as at the Distribution Record Time, being 6.30 p.m. (London time) / 7.30 p.m. (Johannesburg time) on the Effective Date, will be entitled to receive Ninety One Shares pursuant to the Distribution.
The expected key dates for settlement are as follows:
Manner in which Investec Ordinary Shares are held as at the Distribution Record Time | Date on which Ninety One Shares will be credited / share certificates despatched |
Investec plc Ordinary Shareholders on the UK Register who hold their shares in Uncertificated Form | As soon as practicable after 8.00 a.m. (London time) / 9.00 a.m. (Johannesburg time) on Tuesday, 31 May 2022 |
Investec plc Ordinary Shareholders on the SA Register who hold their shares through the Strate System | |
Investec Limited Shareholders who hold their shares through the Strate System | |
Investec Ordinary Shareholders who hold their Investec Ordinary Shares in Certificated Form | Share certificates for certificated Ninety One Shares will be despatched as soon as practicable after Wednesday, 1 June 2022 |
Cash proceeds due in respect of fractional entitlements to Ninety One Shares will be credited to CSDP or broker accounts in the Strate System as soon as practicable after 8.00 a.m. (London time) / 9.00 a.m. (Johannesburg time) on Tuesday, 31 May 2022 and to CREST accounts on Wednesday, 1 June 2022. The despatch of cheques or electronic transfers in respect of fractional entitlements for shareholders without a CSDP or broker account will take place as soon as practicable after Wednesday, 1 June 2022.
Johannesburg and London
Date: 31 May 2022
Financial Advisor and Transaction sponsor
Investec Bank Limited
Legal/ Tax advisors
ENS Africa and Linklaters LLP
Enquiries:
Mr David Miller
Investec plc
Company Secretary
Tel: + 44 (0)20 7597 4000
FORWARD-LOOKING STATEMENTS
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond Investec plc's and Investec Limited's control. These forward-looking statements speak only as of the date on which they are made. Investec plc and Investec Limited expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement or any other forward-looking statements they may make.
IMPORTANT INFORMATION
The Ninety One shares to be distributed in connection with the Proposals have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in or into the United States at any time except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state and other securities laws of the United States. The Ninety One plc Shares to be distributed in connection with the Scheme will be distributed in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereunder.
For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act pursuant to section 3(a)(10) thereunder, Investec has advised the Court through counsel that its sanctioning of the Scheme will be relied upon by Investec as an approval of the Scheme following a hearing on its fairness to Investec shareholders, at which hearing all Investec plc Shareholders were entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification had been given to all Investec plc Shareholders.