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
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