20th Oct 2005 06:00
Investec plc - the Company(Incorporated in England and Wales)(Registration number: 363621)Share Code: INPISIN: GB0031773103 INVESTEC PLC This announcement is not for release, publication or distribution, in whole or in part, in or into the United States, Canada, Australia or Japan 20 October 2005Announcement to Investec Members regarding: * an odd-lot offer to Investec Members (the "Odd-lot Offer"); * amendments to the takeover provisions contained in the articles of association of Investec Limited and Investec plc; and * the adoption of a new Incentive Plan by Investec plc (collectively the "Proposals"). 1. INTRODUCTIONInvestec has proposed a tender offer to Investec Members, known in South Africaas an Odd-lot Offer, whereby holders of less than 100 ordinary shares inInvestec Limited and holders of less than 100 ordinary shares in Investec plc(collectively "Odd-lot Holders") are given the option to sell their holdings toInvestec.Amendments are also proposed to the takeover provisions contained in thearticles of association of Investec plc and Investec Limited, and theintroduction of a new Incentive Plan by Investec plc.Implementation of the Odd-lot Offer, the amendments to the takeover provisionsand the introduction of the new Incentive Plan are subject to receiving theprior approval of Investec Limited Members and Investec plc Members of theresolutions to be proposed at the Investec Limited General Meeting and theInvestec plc Extraordinary General Meeting respectively (collectively, the"Investec General Meetings"), scheduled for Monday, 14 November 2005 and, wherenecessary, the registration of the resolutions.The Boards of Investec Limited and Investec plc consider the Proposals to be inthe best interests of Investec Members as a whole and accordingly unanimouslyrecommend Investec Members to vote in favour of the Proposals.2. RATIONALE FOR THE ODD-LOT OFFERThe Investec Directors believe that the cost to Odd-lot Holders of sellingtheir Investec Shares is, generally, disproportionate to the size of theirholding putting them in a different position to larger shareholders. TheOdd-lot Offer therefore provides Odd-lot Holders an affordable exit strategy.Odd-lot Holders who choose to sell will be given the opportunity to realise themaximum possible proceeds from the sale of their Investec Shares and will nothave to pay the transaction costs typically payable on a disposal of shares(such as trading costs and transfer duty) as these costs will be paid byInvestec.Also, there are a large number of Odd-lot Holders constituting a smallpercentage of the share capital. The recurring costs connected with servicingsuch a large number of Odd-lot Holders is borne, indirectly, by all InvestecMembers. The Investec Directors believe that these costs are disproportionateto the size of the Odd-lot holding and, accordingly, believe that the Odd-lotOffer is to the benefit of Investec Members as a whole.At 10 October 2005, 7,760 out of 12,359 registered Investec Limited Membersheld fewer than 100 Investec Limited Shares ("Investec Limited Odd-lotHolders") constituting only 0.4 per cent of the total number of InvestecLimited Shares in issue, and 6,963 out of 14,506 registered Investec plcMembers held fewer than 100 Investec plc Shares ("Investec plc Odd-lotHolders") constituting only 0.3 per cent of the total number of Investec plcShares in issue.3. DETAILS OF THE ODD-LOT OFFERUnder the terms of the Odd-lot Offer: a. Investec Limited Odd-lot Holders who hold less than 100 Investec Limited Shares at the close of business on the Record Date, expected to be Friday, 2 December 2005, can elect to: * sell their Investec Limited Shares to a subsidiary of Investec Limited at a 5 per cent premium to the volume weighted average price of Investec Limited Shares traded on the JSE over the five trading days prior to Friday, 18 November 2005; or * retain their Odd-lot holdings. 1. Investec plc Odd-lot Holders who hold less than 100 Investec plc Shares at the close of business on Record Date, expected to be Friday, 2 December 2005, can elect to: * sell their Investec plc Shares to Investec plc at a 5 per cent premium to the volume weighted average price of their Investec plc Shares over the five trading days prior to Friday, 18 November 2005; or * retain their Odd-lot holdings. Members who are both Investec Limited Odd-lot Holders and Investec plc Odd-lotHolders will be able to participate in both the Investec Limited and Investecplc portions of the Odd-lot Offer.Investec Limited Odd-lot Holders and Investec plc Odd-lot Holders recorded onthe South African branch register will be paid in Rand and Investec plc Odd-lotHolders recorded on the UK share register will be paid in Pounds Sterling.Odd-lot Holders should note that, should they fail to validly exercise theirelection, then their Odd-lot holdings will be sold to Investec and the netproceeds paid to them (unless, in the case of the Investec plc Odd-lot Offer, they hold their Investec plc Shares through CREST). Repurchases will be madepursuant to a specific shareholder authority.4. SALIENT DATES AND TIMES 2005 Election period for the Odd-lot Offer opens Monday, 24 October Investec Limited and Investec plc Offer Price Friday, 18 Novemberfinalised and announced on RIS and SENS on Last day to trade for Investec Limited Members and Friday, 25 NovemberInvestec plc Members on the South African branch register in order to participate in/be eligible for the Odd lot Offer on Last day to trade for Investec plc Members on the UK Tuesday, 29 Novembershare register in order to participate in/be eligible for the Odd lot Offer on Election period for the Odd-lot Offer closes at 12:00 Friday, 2 December(SA/UK time) on Record date to determine those Investec Limited Friday, 2 DecemberMembers and Investec plc Members entitled to participate in the Odd-lot Offer at the close of business on Implementation of the Odd-lot Offer takes effect and Monday, 5 Decemberpayment commences from Notes: 1. The above dates and times are subject to change. Any changes will be released on RIS and SENS and published in the South African press. 2. Odd-lot Holders may not dematerialise or rematerialise their Investec Limited Shares or their Investec plc Shares recorded on the South African branch register between Monday, 28 November and Friday, 2 December 2005 both dates inclusive. 3. Transfers between the UK and South African share registers of Investec plc may not take place between Monday, 28 November and Friday, 2 December 2005 both dates inclusive. 5. FINANCIAL EFFECTS OF THE ODD-LOT OFFERThe Odd-lot Offer and the potential buyback of Investec Shares by a subsidiaryof Investec Limited and Investec plc will have no significant effect on theearnings, headline earnings per ordinary share, net asset value or tangible netasset value per ordinary share of Investec Limited or Investec plc. AnyInvestec Shares acquired by Investec pursuant to the terms of the Odd-lot Offerwill be held in treasury and, accordingly, the Odd-lot Offer will have noeffect on the issued ordinary share capital of Investec Limited or Investecplc.6. TAKEOVER PROVISIONSThe Investec Directors are proposing amendments to the takeover provisionscontained in the articles of association of both Investec Limited and Investecplc. These provisions were originally put in place when the DLC structure wascreated to seek to ensure that any potential bidder would have to make a bidfor Investec as a whole rather than being able to make a bid for eitherInvestec Limited or Investec plc alone. The proposed amendments seek to protectthis position whilst ensuring that the provisions in the articles ofassociation of Investec Limited and Investec plc comply with the EU TakeoverDirective which is due to be brought into effect in the United Kingdom in thefirst half of 2006.7. THE INCENTIVE PLANThe Investec Directors are proposing the introduction of a new Incentive Planfor Investec plc. The introduction of this new plan requires the approval ofInvestec Members at the Investec General Meetings. In addition, the InvestecDirectors are proposing that, conditional on approval of the Investec Plan,Investec Limited be authorised to establish further plans, based on theIncentive Plan, for the benefit of Investec Limited employees.8. GENERAL MEETINGSThe General Meeting of Investec Limited and the Extraordinary General Meetingof Investec plc, to consider the resolutions required to implement theProposals will be held at the offices of Investec Limited, 100 Grayston Drive,Sandown, Sandton, South Africa, 2196 and at the offices of Investec plc, 2Gresham Street, London, EC2V 7QP, United Kingdom, respectively. The InvestecGeneral Meetings will be held at 15:00 (SA time) and 13:00 (UK time) on Monday,14 November 2005.9. CIRCULARA circular containing details of the Proposals will be posted to InvestecMembers today, 20 October 2005 and is available under Investor Relations onInvestec's website (www.investec.com). Full details of the action to be takenby Investec Members in respect of the Investec General Meetings and theProposals are set out in the circular.Enquiries:Investec plc Ursula Munitich +44 207 597 5546 Merrill Lynch International +44 207 996 Merrill Lynch South Africa +27 11 305 1000 5555 Peter Tracey Paris Aposporis Andrew Fairclough Citigate Dewe Rogerson +44 207 638 9571 Sara Batchelor Merrill Lynch is acting for Investec and no one else in connection with theOdd-lot Offer and will not regard any other person (whether or not a recipientof this announcement) as its client in relation to the Odd-lot Offer and willnot be responsible for providing the protections afforded to its clients norfor giving advice in relation to the Odd-lot Offer or any transaction orarrangement referred to, or information contained in this announcement.The Odd-lot Offer is not being made, directly or indirectly, in or into theUnited States, Canada, Australia or Japan or any other jurisdiction where to doso would constitute a violation of the laws of such jurisdiction. Odd-lotHolders may not tender Investec Shares into the Odd-lot Offer by any means fromwithin the United States, Canada, Australia or Japan or any other jurisdictionwhere to do so would constitute a violation of the laws of such jurisdiction.The Odd-lot Offer is not being made, directly or indirectly, by use of themails or by any means or instrumentality (including without limitation,facsimile transmission, telephone and the internet) of interstate or foreigncommerce, or any facility of a national securities exchange, of the UnitedStates, Canada, Australia or Japan. Accordingly, copies of this announcement orany accompanying documents are, subject to certain exceptions, not being,directly or indirectly, mailed or otherwise distributed, forwarded ortransmitted in, into or from the United States. Any persons receiving suchdocuments (including, without limitation, custodians, nominees and trustees)should observe these restrictions and should not, subject to certainexceptions, mail or otherwise distribute, forward or transmit them in, into orfrom the United States or any other jurisdiction where to do so wouldconstitute a violation of the laws of such jurisdiction, or use such means,instrumentality or facility in connection with the Odd-lot Offer, and so doingmay render invalid any related purported acceptance of the Odd-lot Offer. Anypersons (including, without limitation, custodians, nominees and trustees) whowould or otherwise intend to, or may have a contractual or other legalobligation to, forward this announcement or any accompanying documents to theUnited States should seek appropriate advice before taking any action.ENDINVESTEC PLCRelated Shares:
Investec