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INVESTEC BANK LIMITED - Results of shareholders meetings in respect of the Offer to IBL Preference Shareholders

Release Date: 02/12/2021 15:03
Code(s): INLP     PDF:  
Wrap Text
Results of shareholders’ meetings in respect of the Offer to IBL Preference Shareholders

INVESTEC BANK LIMITED
Incorporated in the Republic of South Africa
(Registration number 1969/004763/06)
JSE share code: INLP
ISIN: ZAE000048393
LEI No.: 549300RH5FFHO48FXT69
(“IBL” or “Investec Bank” or “the Company”)

RESULTS OF SHAREHOLDERS’ MEETINGS IN RESPECT OF THE OFFER TO IBL PREFERENCE
SHAREHOLDERS TO ACQUIRE ALL, OR ALTERNATIVELY A PORTION OF, THEIR PREFERENCE SHARES,
TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT OR A STANDBY GENERAL OFFER

Unless otherwise defined in this announcement, words and expressions contained herein shall have the same
meanings as assigned to them in the Circular dated Wednesday, 3 November 2021.

1.       BACKGROUND

         IBL shareholders (“Shareholders”) are referred to the announcement published on the Stock Exchange News
         Service of JSE Limited (“SENS”) on Friday, 29 October 2021, advising them that the board of directors of
         IBL had resolved to propose a repurchase of all, or alternatively a portion of, the non-redeemable, non-
         cumulative, non-participating, preference shares with a par value of 1c each of IBL (“Preference Shares”)
         by way of two separate but concurrent offers (“Proposed Repurchase”).

         At the General Meeting and the Meeting of Preference Shareholders, both held today, Thursday, 2
         December 2021, all the resolutions to approve and give effect to the Scheme and the Standby Offer, if
         applicable, were passed by the requisite majority of Shareholders, the details of which are set out below. The
         Proposed Repurchase remains subject to the fulfilment of the remaining suspensive conditions as contained
         in the Circular.

2.       RESULTS OF THE MEETINGS

         2.1.         Details of the results of the General Meeting

 Resolution            Ordinary and Preference       Ordinary and Preference      Ordinary and             Ordinary and
 proposed at the       Shares voted at the General   Shares voted “For”           Preference Shares        Preference Shares
 General Meeting       Meeting                       resolution                   voted “Against”          “Abstaining”
                                                                                  resolution

                       Number          Percentage1      Number       Percentage    Number     Percentage   Number    Percentage
 Special
 Resolution
 Number 1:
 Approval of the
 Scheme in terms
 of sections           3,244,997,510      99.25      3,244,972,344       100       25,166         0          512          0
 114(1), read with
 section 115(2)(a),
 of the Companies
 Act
 

 Special
 resolution
 Number 2 –
 Repurchase of
 Preference
 Shares from a
 Director or
 Prescribed            3,244,989,510      99.25      3,244,964,734       100       24,776         0         8,512         0
 Officer or their
 related persons
 in terms of
 section 48(8)(a)
 of the Companies
 Act as a result of
 the Standby Offer


 Special
 resolution
 Number 3 –
 Acqusiition of
 more than 5% of
 the Preference
 Shares in terms
 of section
 48(8)(b), read       3,244,990,910        99.25       3,244,965,744     100        25,166         0         7,112        0
 with the
 requirements of
 sections 114 and
 115, of the
 Companies Act in
 terms of the
 Standby Offer                     
 
 Ordinary
 Resolution
 Number 1 –           3,244,996,230        99.25       3,244,972,734     100        23,496         0         1,792        0
 Authority Granted
 to Directors


                     Notes:
                     1. Based on 14 917 559 Preference Shares (One vote per Preference Share) and 
                        64 793 190 Ordinary Shares (Fifty votes per Ordinary Share) in issue at the date of the General Meeting



        2.2.         Details of the results of the Meeting of Preference Shareholders

 Resolution           Preference Shares voted        Preference Shares voted          Preference Shares             Preference Shares
 proposed at the      at the Meeting of              “For” resolution                 voted “Against”               “Abstaining”
 Meeting of           Preference Shareholders                                         resolution
 Preference
 Shareholders
                      Number           Percentage1      Number          Percentage1   Number       Percentage1       Number     Percentage1
 Special
 Resolution
 Number       1:      5,355,192          35.90         5,298,625         98.94       56,567         1.06            400            0
 Approval of the
 Scheme
                     Notes:
                     1. Based on 14 917 559 Preference Shares in issue at the date of the Meeting of Preference Shareholders.




3.      IMPORTANT DATES AND TIMES

        Shareholders are reminded of the following important dates and times applicable to the Proposed Repurchase
        as set out in the Circular:

                                                                                                             2021
        Last date for Shareholders who voted against the Scheme
        Resolution or the Section 48(8)(b) Resolution to require Investec
        Bank to seek Court approval for the implementation of the Scheme
        Resolution or the Section 48(8)(b) Resolution in terms of section
        115(3)(a) of the Companies Act, if the requisite special resolutions
        in terms of section 115(2)(a) of the Companies Act were opposed
        by at least 15% of the voting rights that were exercised                                          Thursday, 9 December

        Last date for Shareholders who voted against the Scheme
        Resolution or the Section 48(8)(b) Resolution to apply to Court for
        a review of the Scheme Resolution or the Section 48(8)(b)
        Resolution in terms of section 115(3)(b) of the Companies Act                                     Friday, 17 December

        Last date for Investec Bank to give notice of adoption of the
        Scheme Resolution or the Section 48(8)(b) Resolution in terms of
        section 164(4) of the Companies Act to the Shareholders who                                       Friday, 17 December
        delivered written notices to Investec Bank objecting to the Scheme
        Resolution or the Section 48(8)(b) Resolution in accordance with
        section 164 of the Companies Act and have neither withdrawn that
        notice nor voted in support of the Scheme Resolution or the
        Section 48(8)(b) Resolution.                                                                              

        If no Shareholders exercise their rights in terms of section
        115(3) of the Companies Act

        TRP compliance certificate delivered in terms of section 121(b)(i)
        of the Companies Act                                                                             Monday, 20 December
                                                                          
        If the Scheme Resolution is duly approved by Shareholders
        at the General Meeting, no Shareholders exercise their rights
        in terms of section 115(3) of the Companies Act and all other
        Scheme Conditions Precedent are fulfilled (or waived, where
        such conditions are capable of waiver):

        Scheme Finalisation Date announcement expected to be released
        on SENS on                                                                                       Monday, 20 December

        Scheme Finalisation Date announcement published in the South
        African press on                                                                                 Tuesday, 21 December

        Expected Scheme last day to trade Preference Shares in order for
        Preference Shareholders to be recorded in the Register on the
        Scheme Record Date to receive the Scheme Consideration on                                        Tuesday, 28 December

        Expected suspension of listing of Preference Shares from the Main
        Board of the JSE at commencement of trading on                                                   Wednesday, 29 December

        Last day to deliver Form of Surrender (pink) in respect of the
        Scheme and Documents of Title (in order to receive the Scheme
        Consideration on the Scheme Operative Date) to be received by
        the Transfer Secretaries, which is expected to be by 12h00 on                                    Friday, 31 December

       Expected Scheme Record Date, being the date and time on which
       Preference Shareholders must be recorded in the Register to
       receive the Scheme Consideration, which is expected to be by
       17h00 on                                                                                          Friday, 31 December

       Expected Scheme Operative Date on                                                                 Monday, 3 January

       Dematerialised Scheme Participants expected to have their
       accounts (held at their CSDP or Broker) debited with the Scheme
       Shares and credited with the Scheme Consideration on                                              Monday, 3 January

       Expected date of settlement of the Scheme Consideration to be
       paid electronically to Certificated Scheme Participants (if the Form
       of Surrender (pink) in respect of the Scheme and Documents of
       Title are received by the Transfer Secretaries by 12h00 on the
       Scheme Record Date) on                                                                            Monday, 3 January

       Expected termination of listing of the Preference Shares from the
       Main Board of the JSE at the commencement of trade on                                             Tuesday, 4 January

       If the Scheme Conditions Precedent are not fulfilled (or
       waived, where such conditions are capable of waiver) and the
       Scheme does not become operative, the Standby Offer
       Conditions Precedent are fulfilled (or waived, where such                                                                                              
       conditions are capable of waiver) and assuming no
       Preference Shareholders exercise their rights in terms of
       section 115(3) of the Companies Act:
   

       The Standby Offer Finalisation Date announcement expected to
       be released on SENS on                                                                            Monday, 20 December

       The Standby Offer Finalisation Date announcement expected to
       be published in the South African press on       
                                                  Tuesday, 21 December
       Expected Standby Offer last day to trade Preference Shares in
       order for Eligible Shareholders to be recorded in the Register on
       the Standby Offer Record Date to participate in the Standby Offer
       and thereby receive the Standby Offer Consideration                                               Tuesday, 28 December

       Preference Shares trade “ex” the right to participate in the Standby
       Offer on                                                                                          Wednesday, 29 December

       Expected Standby Offer Record Date to determine who is eligible
       to participate in the Standby Offer and thereby receive the Standby
       Offer Consideration                                                                               Friday, 31 December

       Expected Standby Offer Closing Date at 12h00 on                                                   Friday, 31 December

       Results of the Standby Offer released on SENS on                                                  Monday, 3 January 2022

       Expected date of settlement of the Standby Offer Consideration to
       be paid electronically to Certificated Standby Offer Participants
       who accepted the Standby Offer (if the Form of Acceptance and
       Surrender (yellow) in respect of the Standby Offer and Documents
       of Title are received by the Transfer Secretaries on or before
       12h00 on the Standby Offer Closing Date)                                                          Monday, 3 January 2022

       Dematerialised Standby Offer Participants expected to have their
       accounts held at their Broker or CSDP debited with the Standby
       Offer Shares and credited with the Standby Offer Consideration on                                Monday, 3 January 2022

       Results of the Standby Offer published in the South African press
       on                                                                                               Tuesday, 4 January 2022

      Expected termination of listing of those Preference Shares
      repurchased in terms of the Standby Offer on the Main Board of
      the JSE at the commencement of trade on                                                           Tuesday, 4 January 2022

Notes:
1. All dates and times above and quoted generally in this announcement are South African dates and times, unless otherwise stated.
2. These dates and times are subject to amendment by Investec Bank (and, to the extent necessary, with the approval of the JSE, the
   TRP and other regulatory authorities). The dates have been determined based on certain assumptions regarding the date by which
   Shareholder and regulatory approvals will be obtained and that no Court approval or review of the Scheme Resolution or the Section
   48(8)(b) Resolution will be required. Any such amendment of the dates and times will be released on SENS and published in the South
   African press.

3. Preference Shareholders should note that as transactions in Preference Shares are settled in the electronic settlement system used
   by Strate, settlement of trades takes place 3 Business Days after such trade.

4. For the purpose of being eligible to participate in the Scheme, no Dematerialisation or re-materialisation of Preference Shares may take
   place after the last day to trade Preference Shares for the Scheme. For the purpose of being eligible to participate in the Standby
   Offer, no Dematerialisation or re-materialisation of Preference Shares may take place from the date the Preference Shares trade
   “ex” the right to participate in the Standby Offer to the Standby Offer Record Date, both days inclusive.


4.   RESPONSIBILITY STATEMENTS

     The Independent Board and the Board, individually and collectively, accept full responsibility for the accuracy
     of the information contained in this announcement and certify that, to the best of their knowledge and belief,
     such information is true, and that this announcement does not omit any facts that would make any of the
     information false or misleading or would be likely to affect the importance of any information contained in this
     announcement. The Independent Board and the Board have made all reasonable enquiries to ascertain that
     no facts have been omitted and that this announcement contains all information required by law.

     Sandton
     2 December 2021

     CORPORATE ADVISOR AND SPONSOR
     Investec Bank Limited

     INDEPENDENT SPONSOR
     Nedbank Corporate and Investment Banking, a division of Nedbank Limited

     LEGAL ADVISOR
     Cliffe Dekker Hofmeyr

     INDEPENDENT EXPERT
     BDO Corporate Finance Proprietary Limited

     TRANSFER SECRETARY
     Computershare Investor Services Proprietary Limited

Date: 02-12-2021 03:03:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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