30th Jun 2006 10:00
Investec PLC30 June 2006 Investec Limited Investec plcIncorporated in the Republic of South Incorporated in England andAfrica WalesRegistration number 1925/002833/06 Registration number 3633621JSE share code: INL ISIN: GB0031773103ISIN: ZAE000040531 JSE share code: INP("Investec Limited") ("Investec plc") (collectively "Investec") ANNOUNCEMENT RELATING TO THE SUBDIVISION OF INVESTEC LIMITED AND INVESTEC PLC ORDINARY SHARES AND NOTICES OF ANNUAL GENERAL MEETING 1. Introduction Further to Investec's financial results announcement for the year ended 31 March2006 which was released on 18 May 2006, Investec shareholders are advised thatthe boards of directors of Investec Limited and Investec plc ("the Directors")have proposed that at the Annual General Meetings of Investec Limited andInvestec plc to be held on Thursday, 10 August 2006, shareholders approve, interalia, the resolutions which will have the effect of subdividing each InvestecLimited ordinary share of ZAR0.001 into five Investec Limited ordinary shares ofZAR0.0002 each and each Investec plc ordinary share of £0.001 into five Investecplc ordinary shares of £0.0002 each ("the subdivision"). As part of the Dual Listed Company ("DLC") structure, each of Investec plc andInvestec Limited has issued "special converting shares" to a special purposecompany. The special converting shares are an essential feature of the DLCstructure in terms of ensuring that the joint electorate voting arrangementsfunction as intended and the shareholders of Investec plc and Investec Limitedare treated equivalently in economic terms (on a per share basis). In order tomaintain the DLC voting structure and equivalence of treatment, it is necessarythat the number of special converting shares in issue reflects the number ofordinary shares in issue. As a result and in order to give effect to thesubdivision, the class "A" preference shares and the special convertibleredeemable preference shares each in the authorised share capital of InvestecLimited, and the special converting shares, will also be subdivided on a fivefor one basis. In addition, as a result of the subdivision, the Memorandum of Association ofInvestec Limited and the Articles of Association of Investec plc must be amendedto correctly reflect the new authorised share capital of Investec Limited andInvestec plc respectively. Details of the subdivision and the resolutions required to be approved byInvestec Limited and Investec plc shareholders in order to give effect theretoare contained in the documentation referred to in paragraph 7 below. 2. Rationale for the subdivision Investec's share price has been at an average of 2889 pence in the London marketand ZAR313.48 in the SA market since the start of 2006. This is a high averageprice per share relative to the share price of other companies whose shares aretraded on the London Stock Exchange ("LSE") and the JSE Limited ("JSE"). TheDirectors believe that many shareholders prefer to deal in shares with a lowerper share value, more in line with the prices of other shares traded on therespective markets. Therefore the Directors propose to reduce the level of theprice per share by subdividing every one existing ordinary share of bothInvestec plc and Investec Limited into five new ordinary shares. The value ofeach Investec shareholder's shareholdings should not be affected by thesubdivision. Moreover, the proportion of the issued share capital of InvestecLimited and Investec plc held by each shareholder following the subdivision willbe unchanged. Apart from having a different nominal value, each new ordinaryshare will carry the same rights as an existing ordinary share. 3. Effects of the subdivision The table below shows the effect of the subdivision on Investec Limited andInvestec plc's authorised and issued ordinary share capital as at 30 June 2006: Investec Limited Investec plc Number of Number of Number of Number of ordinary shares ordinary shares ordinary shares ordinary shares before the after the before the after the subdivision subdivision subdivision subdivision Authorised share capitalOrdinary shares of ZAR0.001 each 55 500 000 Ordinary shares of ZAR0.0002 each 277 500 000Ordinary shares of £0.001 112 000 000Ordinary shares of £0.0002 560 000 000 Issued share capitalOrdinary shares of ZAR0.001 each 43 999 527Ordinary shares of ZAR0.0002 each 219 997 635Ordinary shares of £0.001 74 633 746Ordinary shares of £0.0002 373 168 730 4. Shareholder approval The subdivision will require the approval of shareholders of both InvestecLimited and Investec plc for, inter alia, the special resolutions to subdivideeach Investec Limited ordinary share into five Investec Limited ordinary sharesand each Investec plc ordinary share into five Investec plc ordinary shares. 5. Conditions precedent The implementation of the subdivision is subject to the fulfilment of thefollowing conditions precedent: • the approval by shareholders of Investec Limited and Investec plc of therequisite special resolutions; and • the registration of the requisite special resolutions passed by theshareholders of Investec Limited in relation to the subdivision of the InvestecLimited ordinary shares, by the South African Registrar of Companies; and • the admission to listing on the UK Official List and to trading on the LSEof the subdivided Investec plc ordinary shares. 6. Salient dates and times 2006 ------------------------------ -------------Notices of annual general meeting posted to Investec Limited and Investec plc shareholders on Friday, 30 June Last day for receipt of proxies in respect of the annual general meetings by15:00 (SA time) and 14:00 (UK time) on Tuesday, 8 August Annual General Meetings of Investec Limited and Investec plc shareholders at 15:00 (SA time) and 14:00 (UK time) respectively on Thursday, 10 August Special resolutions passed at the Investec Limited annual general meeting lodged with the South African Registrar of Companies for registration on or about Friday, 11 August Results of annual general meetings and finalisation date announcement released on SENS and a RIS on Friday, 11 August Finalisation date announcement published in the press on Monday, 14 August Last day to trade in Investec Limited ordinary shares and Investec plc ordinary shares on the South African branch register with a par value of ZAR0.001 and £0.001 each respectively on Friday, 1 September New capital structure of Investec Limited listed. Trading commences in Investec Limited ordinary shares and Investec plc ordinary shares on the South African branch register with a par value of ZAR0.0002 and £0.0002 each respectively under the new ISIN of ZAE000081949 and GB00B17BBQ50 on Monday, 4 September Record date for the subdivision of Investec Limited and Investec plc shares recorded in the SA branch register on Friday, 8 September Investec Limited ordinary shares with a par value of ZAR0.0002 issued on Monday, 11 September Replacement certificates reflecting the subdivision will be posted to certificated Investec Limited shareholders and Investec plc shareholders on the South African branch register whose share certificates have been received by Friday, 8 September 2006 on or about Monday, 11 September Dematerialised Investec Limited shareholders and Investec plc shareholders on the South African branch register will have their accounts at their Central Securities Depository Participant or broker updated on Monday, 11 September ----------------------------- ------------- If share certificates have not been received by Friday, 8 September 2006,replacement share certificates will be posted within five business days ofreceipt of the share certificates Notes:1. Any material changes to the above dates and times will be announced on SENS,a RIS and published in the South African press.2. Investec Limited shareholders may not dematerialise or rematerialise InvestecLimited ordinary shares with a par value of ZAR0.001 after Friday, 1 September2006.3. Investec plc shareholders recorded on the South African branch register maynot dematerialise or rematerialise Investec plc ordinary shares with a parvalue of £0.001 after Friday, 1 September 2006.4. Transfers between the Investec plc UK share register and the South Africanbranch register may not take place between Friday, 1 September and Friday, 8September 2006, both days inclusive. 7. Further documentation Full details of the subdivision and the disclosure relating thereto as well asthe requisite resolutions to give effect to the subdivision are contained inthe Annual Financial Statements and Notices of Annual General Meeting ofInvestec Limited and Investec plc which were posted to Investec shareholders on30 June 2006. 8. Notices of Annual General Meeting and No Change Statement As a result of the Dual Listed Companies structure implemented in July 2002, theProposal is conditional, amongst other things, on the approval of Members ofboth Investec Limited and Investec plc voting together as a singledecision-making body. This approval will be sought at the Annual General Meetingof Investec Limited to be held at 15:00 (SA time) on Thursday, 10 August 2006 atthe registered offices of Investec Limited at 100 Grayston Drive, Sandown,Sandton as well as at the parallel Annual General Meeting of Investec plc to beheld at the same time, 14:00 (UK time) on Thursday, 10 August 2006 at theregistered offices of Investec plc at 2 Gresham Street, London, EC2V 7QP, UnitedKingdom. A circular to Investec Members setting out the details of the Proposal andincorporating the Notices of the Annual General Meeting of Investec Limited andInvestec plc have been issued and posted to Investec Members today, 30 June2006. These documents will shortly be available for inspection at the UK ListingAuthority's Document Viewing Facility, which is situated at: Financial Services Authority25 The North ColonnadeCanary WharfLondonE14 5HS Tel no. +44 (0)20 7676 1000 In compliance with section 3.22 of the JSE Listings Requirements, InvestecMembers are advised that Investec has posted its Annual Financial Statements forthe 2006 financial year to Investec Members today, 30 June 2006 and as theinformation previously published in the preliminary report on 18 May 2006 isunchanged, will not be publishing an abridged report. The Annual Reports are also available on Investec's website: http://www.investec.com/GroupLinks/InvestorRelations/InvestorRelations.htm Should you require printed copies, please contact the Investor Relationsdivision: +27 11 286 7070 or [email protected] The results of the company are audited by Ernst & Young and their report isavailable for inspection at Investec's registered office. Johannesburg30 June 2006 Investment bank and joint sponsor Lead sponsor in South AfricaInvestment Bank Limited Merrill Lynch South AfricaLegal adviser in the UK Legal adviser in South AfricaLinklaters Jowell, Glyn & Marais Inc. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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