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Investec plc and Investec Limited - Results of General Meetings and Court Meeting
Investec plc Investec Limited
(incorporated in England and Wales (incorporated in South Africa
with registered number 3633621) with registered number 1925/002833/06)
LSE share code: INVP JSE share code: INL
JSE share code: INP NSX share code: IVD
ISIN: GB00B17BBQ50 BSE share code: INVESTEC
LEI: 2138007Z3U5GWDN3MY22 ISIN: ZAE000081949
LEI: 213800CU7SM6O4UWOZ70
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
Results of General Meetings and Court Meeting
Investec is pleased to announce that at the general meetings of Investec plc and Investec Limited (the “General Meetings”) and at
the Court Meeting of Investec plc held earlier today in connection with the process needed to complete the proposed Distribution of
15% of the shares in Ninety One to Investec Ordinary Shareholders, to be implemented in part by a Court sanctioned scheme of
arrangement (the “Scheme”), all the resolutions proposed were duly passed. Full details of the resolutions are set out in the notices
of the General Meetings and of the Court Meeting contained in the circular to shareholders dated 18 March 2022 (the “Scheme
Circular”).
As required by the dual listed company structure resolutions (1) and (3) proposed at the General Meetings were treated as Investec
Joint Electorate Actions and were decided on a poll of shareholders. Ordinary Shareholders were eligible to vote on resolution (1),
which was proposed as an ordinary resolution, and Ordinary Shareholders and Preference Shareholders were eligible to vote on
resolution (3), which was proposed as a special resolution for Investec plc and as an ordinary resolution with a 75% majority for
Investec Limited. Both resolutions were passed by the required majority.
Resolution (2) proposed at the General Meetings was treated as an Investec Class Rights Action and, accordingly was to be passed
by a vote of at least 75% of both the Investec plc Ordinary Shareholders and the Investec Limited Ordinary Shareholders, each voting
separately.
At the Court Meeting, a majority in number of Investec plc Ordinary Shareholders, who voted (either in person or by proxy) and who
together represented over 75% by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution
was accordingly passed.
The voting results of the General Meetings and the Court Meeting are given below:
GENERAL MEETINGS
Votes For % Votes % TOTAL Votes Votes Votes Result
Against cast as Withheld withheld
% of as % of
relevant relevant
shares shares
in issue in issue
Common business:
Investec plc and
Investec Limited
Ordinary Resolution
1. To approve: 741,761,295 100% 23,364 0.00% 741,784,659 73.70% 1,029,672 0.10% PASS
(i) the distribution of
Ninety One
Limited Shares to:
(i) Investec
Limited Ordinary
Shareholders on
the Investec
Limited Register
at the Distribution
Record Time; and
(ii) via the
Investec SA DAS
Share, Investec
plc Ordinary
Shareholders on
the Investec plc
SA Register at the
Distribution
Record Time; and
(ii) the authorisation
of the directors to
take all such
action as they
may consider
necessary or
appropriate to
carry out the
Proposals into
effect.
Special business:
Investec plc and
Investec Limited
Special Resolutions
2. To approve, subject to Shareholders of Investec plc
the passing of
Resolution (1): 485,174,096 100% 17,840 0.00% 485,191,936 69.70% 1,007,402 0.14% PASS
(i) the amendments
to the Investec
DAT Deeds; and
(ii) the authorisation
of the directors to Shareholders of Investec Limited
take all such
action as they 256,579,760 100% 5,116 0.00% 256,584,876 82.66% 30,147 0.01% PASS
may consider
necessary or
appropriate to
carry out the
Proposals into
effect.
Special business:
Investec plc
Special Resolution
(Investec plc)
Ordinary Resolution
with a 75% majority
(Investec Limited)
3. To approve, subject to 741,817,633 99.99% 40,696 0.01% 741,858,329 73.71% 1,031,315 0.10% PASS
the passing of
Resolutions (1) and
(2):
(i)that with effect
from the
Scheme
Effective
Time, the
reduction of
the share
premium
account of
Investec plc
by
£251,000,000
and the part
repayment in
specie by
Investec plc
transferring
such number
of Ninety One
plc Shares to
the UK
Register
Scheme
Shareholders
as is equal to
0.13751
Ninety One
plc Shares
for each UK
Register
Scheme
Share with
the balance
being
retained by
Investec plc;
(ii) the authorisation
of the directors to
take the
necessary actions
to carry the
Scheme into
effect; and
(iii) the amendments
to the Investec plc
Articles of
Association,
necessary to
carry the Scheme
into effect.
COURT MEETING
The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:
Number of Scheme Shareholders voting: For: 475 97.54% Against: 12 2.46% Withheld: N/A
Number of votes: For: 561,009,210 99.95% Against: 254,153 0.05% Withheld: N/A
Percentage of eligible Scheme Shares voted: For: 80.60% Against: 0.04% Withheld: N/A
Completion of the Distribution remains subject to the satisfaction or waiver of the other conditions set out in the Scheme Circular,
including (but not limited to) the Court sanctioning the Scheme, and confirming the associated reduction of capital, at the Court
hearing which is expected to take place on 19 May 2022. Subject to the fulfilment of such conditions, the Scheme is expected to
become effective on 30 May 2022.
If the Scheme becomes effective, it is expected that on 31 May 2022:
- Ninety One plc Shares will be distributed to Investec plc Ordinary Shareholders on the UK Register;
- Ninety One Limited Shares will be distributed to Investec plc Ordinary Shareholders on the SA Register; and
- Ninety One Limited Shares will be distributed to Investec Limited Shareholders.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Time (London time/Johannesburg time)
Event and/or date
Scheme Court Hearing to sanction the Scheme and confirm the Investec plc
reduction of capital required to effect the UK Distribution Thursday, 19 May 2022
As soon as possible after 8.00 a.m. (London
Announcement expected to be released on SENS and RNS regarding time)/9.00 a.m. (Johannesburg time) on Friday,
finalisation 20 May 2022
Last date for transfers between the Investec plc Registers by Investec plc
Ordinary Shareholders prior to the UK Distribution Effective Time Tuesday, 24 May 2022
Last date for transfers between the Investec Limited Registers by Investec
Limited Ordinary Shareholders prior to the SA Distribution Effective Time Tuesday, 24 May 2022
Last day to trade on the Investec plc SA Register for Investec plc Ordinary
Shareholders that hold Investec plc Ordinary Shares through a CSDP in order
to participate in the UK Distribution1 Wednesday, 25 May 2022
Last day to trade on the Investec Limited SA Register for Investec Limited
Ordinary Shareholders that hold Investec Limited Ordinary Shares through a
CSDP in order to participate in the SA Distribution2 Wednesday, 25 May 2022
Investec plc Ordinary Shares on the Investec plc SA
Register trade “ex” entitlement on the Investec plc SA
Register to receive the Ninety One Limited Shares
pursuant to the SA Distribution Thursday, 26 May 2022
Investec Limited Ordinary Shares trade “ex” entitlement on the Investec
Limited SA Register to receive the Ninety One Limited Shares pursuant to the
SA Distribution3 Thursday, 26 May 2022
Investec plc Ordinary Shares on the Investec plc UK Register trade “ex”
entitlement on the Investec plc UK Register to receive the Ninety One plc
Shares pursuant to the UK Distribution Friday, 27 May 2022
SENS announcement confirming, inter alia, the cash proceeds payable in By 9.00 a.m. (London time)/10.00 a.m.
respect of fractional entitlements (Johannesburg time) on Friday, 27 May 2022
Record date for Johannesburg Stock Exchange settlement purposes Monday, 30 May 2022
6.30 p.m. (London time)/7.30 p.m.
Distribution Record Time4 (Johannesburg time) on Monday, 30 May 2022
7.00 p.m. (London time)/8.00 p.m.
UK Distribution Effective Time (Johannesburg time) on Monday, 30 May 2022
7.00 p.m. (London time)/8.00 p.m.
SA Distribution Effective Time (Johannesburg time) on Monday, 30 May 2022
As soon as possible after 8.00 a.m. (London
time)/9.00 a.m. (Johannesburg time) on
Crediting of Ninety One plc Shares to CREST accounts Tuesday, 31 May 2022
As soon as possible after 8.00 a.m. (London
Crediting of Ninety One Limited Shares and fractional entitlement payments time)/9.00 a.m. (Johannesburg time) on
to CSDP or broker accounts in the Strate System Tuesday, 31 May 2022
Transfers between the Investec plc Registers by Investec plc Ordinary
Shareholders re-opened Wednesday, 1 June 2022
Transfers between the Investec Limited Registers by Investec Limited
Ordinary Shareholders re-opened Wednesday, 1 June 2022
Crediting fractional entitlement payments to CREST accounts Wednesday, 1 June 2022
Despatch of cheques (where applicable) or electronic transfer in respect of As soon as practicable after
fractional entitlements for shareholders without a CSDP or broker account Wednesday, 1 June 2022
As soon as practicable after
Despatch of share certificates for certificated Ninety One Shares Wednesday, 1 June 2022
Comments to salient dates:
- The expected dates and times listed above may be subject to change.
- The expected timetable of principal events has been approved by the Johannesburg Stock Exchange.
Notes to the salient dates:
1. Investec plc Ordinary Shareholders should anticipate their holdings of Investec plc Shares at the Distribution Record Time by
taking into account all unsettled trades concluded on or before the last day to trade which are due to be settled on or before the
record date for Johannesburg Stock Exchange settlement purposes.
2. Investec Limited Ordinary Shareholders should anticipate their holdings of Investec Limited Shares at the Distribution Record
Time by taking into account all unsettled trades concluded on or before the last day to trade which are due to be settled on or
before the record date for Johannesburg Stock Exchange settlement purposes.
3. Share certificates may not be Dematerialised into Uncertificated Form or rematerialised into Certificated Form between
Thursday, 26 May 2022 and Monday, 30 May 2022, both days inclusive
4. The time by which an Investec Ordinary Shareholder must appear in the relevant Investec Register in order to be entitled to
receive any Ninety One plc Shares or Ninety One Limited Shares pursuant to the UK Distribution or the SA Distribution (in each
case, as applicable), being the same date as the record date for JSE settlement purposes.
Other information:
As at the UK Voting Record Time, Investec plc’s issued capital consists of 696,082,618 ordinary shares of GBP0.0002 each. As at
the SA Voting Record Time Investec Limited’s issued capital consists of 310,407,870 ordinary shares of ZAR0.0002 each. In
accordance with the dual listed companies’ structure, the aggregate number of voting rights which may be exercised at the General
Meetings on Investec Joint Electorate Actions was 1,006,490,488. The aggregate number of Investec plc ordinary shares which may
be exercised at the Investec plc General Meeting on an Investec Class Rights Action and at the Court Meeting was 696,082,618.
The aggregate number of Investec Limited ordinary shares which may be exercised at the Investec Limited General Meeting on an
Investec Class Rights Action was 310,407,870.
Votes withheld are not votes in law and have not been counted in the calculation of the proportion of votes 'for' or 'against' a resolution.
Proxy appointments which gave discretion to the Chairman have been included in the 'for' total.
A copy of the special resolutions passed at the Investec plc General Meeting has been submitted to the Financial Conduct Authority
and will shortly be available for inspection on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Johannesburg and London
Date: 28 April 2022
Sponsor: Investec Bank Limited
Enquiries:
Mr David Miller
Investec plc
Company Secretary
Tel: + 44 (0)20 7597 4000
FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements with respect to certain of Investec plc’s and Investec Limited’s plans and
expectations relating to the Distribution. 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 will advise 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 are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect
to which notification has been given to all Investec plc Shareholders.
Date: 28-04-2022 05:50:00
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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