9th Jul 2013 16:15
Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06 JSE share code: INL ISIN: ZAE000081949 | Investec plc Incorporated in England and Wales Registration number 3633621 JSE share code: INP ISIN: GB00B17BBQ50 |
(jointly "Investec")
As part of the dual listed company structure, Investec plc and Investec Limited notify both the London Stock Exchange and the JSE Limited of matters which are required to be disclosed under the Disclosure and Transparency Rules and the Listing Rules of the United Kingdom Listing Authority (the "UKLA") and/or the JSE Listing Requirements.
Accordingly we advise of the following:
General Meetings of Investec Limited and Investec plcheld on 09 July 2013
The General Meetings of Investec plc and Investec Limited to consider the proposed sale by Investec of 15 per cent of Investec Asset Management Limited and Investec Asset Management Holdings (Pty) Ltd (together "Investec Asset Management") to Forty Two Point Two and the grant of an option to Forty Two Point Two to acquire up to a further 5 per cent of Investec Asset Management equity over the next seven years (the "Transaction"), as well to provide specific authority for the provision of financial assistance in terms of Sections 44 and 45 of the South African Companies Act 71 of 2008, were both held on 09 July 2013. As required by the dual listed company structure, all resolutions were treated as Joint Electorate Actions and were decided on a poll.
All resolutions at both meetings were passed. The voting results of the Joint Electorate Actions are identical and are given below.
Votes For | Votes Against | Votes Abstain | Result | |||||
RESOLUTION | ||||||||
Common Business: Investec plc and Investec Limited | ||||||||
1 | The Transaction, on the terms and subject to the conditions set out in the Transaction Agreements (both as defined in the circular to shareholders dated 23 May 2013 (the "Circular")), be and is hereby approved and the Independent Investec Directors (or a committee of the Independent Investec Directors) be and are hereby authorised to waive, amend, vary or extend any of the terms of the Transaction Agreements (save where such waiver, amendment, variation or extension is material to Investec in the context of the Transaction taken as a whole) and to do all things as they may, in their absolute discretion, consider to be necessary or desirable to implement and give effect to, or otherwise in connection with, the Transaction and any matters incidental to the Transaction. | 536,936,703 | 21,888,112 | 5,756,958 | Carried | |||
Special resolution | ||||||||
2 | Subject to the passing of resolution No 1, the Board of Investec Limited may authorise Investec Limited to provide financial assistance to some or all of the Participants as more fully contemplated in Part III of the Circular to which this notice of general meeting is attached. The Independent Investec Directors (or a committee of the Independent Investec Directors) be and are hereby authorised to waive, amend, vary or extend any of the terms of such financial assistance and to do all things as they may, in their absolute discretion, consider to be necessary or desirable to implement and give effect to, or otherwise in connection with, the financial assistance and any matters incidental thereto. | 523,482,771 | 35,342,020 | 5,756,982 | Carried |
Approval of the Transaction has now been received from the key regulators including the Financial Surveillance Department of the South African Reserve Bank and the UK Financial Conduct Authority and it is anticipated that the Transaction will close on or about 31 July 2013.
General Meetings of Investec Limited and Investec plcon 09 July 2013
The General Meetings of Investec plc and Investec Limited to:
·; Cancel the Investec Limited authorised, but unissued 40 million class "A" variable rate, compulsory convertible, non-cumulative preference shares and amend the Memorandum of Incorporation of Investec Limited to give effect to the reduction of the share capital of Investec Limited
·; Create 50 million redeemable, non-participating preference shares with a par value of R0.01 (once cent) each for Investec Limited, as part of the Domestic Medium Term Note and Preference Share Programme and amend the Memorandum of Incorporation of Investec Limited to give effect to the increase of the share capital of Investec Limited
·; Authorise the directors of Investec Limited to issue up to 20 million of the 50 million new redeemable, non-participating preference shares, on the terms that they deem to be market- related at the time
were both held on 09 July 2013.
As required by the dual listed company structure, all resolutions were treated as Joint Electorate Actions and were decided on a poll. All resolutions at both meetings were passed. The voting results of the Joint Electorate Actions are identical and are given below.
Votes For | Votes Against | Votes Abstain | Result | |||||
RESOLUTION | ||||||||
To consider and if deemed fit, to pass, with or without modification, the following ordinary and special resolutions set out hereunder | ||||||||
Special Resolution No 1 | ||||||||
1 | Reducing the authorised share capital of Investec Limited by cancelling the authorised but unissued 40 000 000 class "A" variable rate, compulsory, convertible, non-cumulative preference shares. | 532,589,242 | 20,435,594 | 4,276,103 | Carried | |||
Special Resolution No 2 | ||||||||
2 | Amendment to the Memorandum of Incorporation of Investec Limited by the deletion of the reference to clause 154 made in clause 151 thereof, the heading and the contents of clause 154 thereof and the deletion of paragraph 2 of Annexure A thereto. | 532,052,419 | 20,971,006 | 4,277,514 | Carried | |||
Special Resolution No 3 | ||||||||
3 | Creation of 50 000 000 redeemable, non-participating preference shares of R0.01 each in the share capital of Investec Limited. | 530,772,357 | 21,273,530 | 5,255,052 | Carried | |||
Special Resolution No 4 | ||||||||
4 | Amendment to Annexure A of the Memorandum of Incorporation of Investec Limited by the insertion of a new paragraph 8 relating to the 50 000 000 new redeemable, non-participating preference shares. | 530,773,675 | 21,272,118 | 5,255,146 | Carried | |||
Special Resolution No 5 | ||||||||
5 | Amendments to the Memorandum of Incorporation of Investec Limited by the insertion of a new Annexure B, the insertion of a paragraph at the end of clause 2 thereof and the substitution of clause 151 by a new clause 151. | 530,237,753 | 21,806,607 | 5,256,579 | Carried | |||
Ordinary Resolution No 1 | ||||||||
6 | Authorising the Directors of Investec Limited to allot and issue up to 20 000 000 new redeemable, non-participating preference shares at their discretion. | 528,864,304 | 23,182,341 | 5,254,294 | Carried |
Document regarding Resolutions passed at the general meetings on 09 July 2013:
Copies of all resolutions passed as special business at the general meetings on 09 July 2013, pursuant to Listing Rule 9.6.2, will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.
David Miller Benita Coetsee
Company Secretary Company Secretary
Investec plc Investec Limited
London and Johannesburg
09 July 2013
Related Shares:
Investec