15th Nov 2005 07:01
Investec PLC15 November 2005 15 November 2005 INVESTEC PLC RESULTS OF THE INVESTEC LIMITED GENERAL MEETING AND THE INVESTEC PLC EXTRAORDINARY GENERAL MEETING This announcement is not for release, publication or distribution, in whole or in part, in or into the United States, Canada, Australia or Japan 1. RESULTS OF THE INVESTEC LIMITED GENERAL MEETING AND THE INVESTEC PLCEXTRAORDINARY GENERAL MEETING Shareholders are advised that at the General Meeting of Investec Limited and theExtraordinary General Meeting of Investec plc held on Monday, 14 November 2005,the special and ordinary resolutions required to give effect to: • 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, which were detailed in the Circular dated 20 October 2005, were duly passed bythe required majority of Investec Members. The special resolutions passed at theInvestec Limited General Meeting will be lodged with the South African Registrarof Companies for registration. 2. RECORD DATE The election period for the Odd-lot Offer will end at 12:00 (SA time) on Friday,2 December 2005 and Odd-lot Holders who are recorded on one of the shareregisters of Investec at the close of business on Friday, 2 December 2005 areentitled to participate in the Odd-lot Offer. 3. LAST DAY TO TRADE If you are an Investec Limited Odd-lot Holder, the last date to trade in orderto participate in the Odd-lot Offer will be Friday, 25 November 2005. If you are an Investec plc Odd-lot Holder and hold your Investec plc Shares onthe South African branch register the last day to trade in order to participatein the Investec plc Odd-lot Offer will be Friday, 25 November 2005. If you are an Investec plc Odd-lot Holder and hold your Investec plc Shares onthe United Kingdom share register the last day to trade in order to participatein the Investec plc Odd-lot Offer will be Tuesday, 29 November 2005. 4. ELECTION Odd-lot Holders are reminded that if they fail to make an election in terms ofthe Odd-lot Offer by 12:00 (SA time) by 12:00 (SA time) on Friday, 2 December2005, they will be deemed to have sold their Odd-lot holdings to Investec (otherthan in respect of members holding their shares via CREST). Their documents oftitle will no longer be good for trading after Friday, 2 December 2005 and willhave no value other than to receive the proceeds of the sale of the shares uponsurrender. In respect of Investec Limited Odd-lot Holders and Investec plc Odd-lot Holderswho hold their Investec plc Shares on the South African branch share register,forms of election are to reach the transfer secretaries by 12:00 (SA time) onFriday, 2 December 2005. In respect of Investec plc Odd-lot Holders who hold their Investec plc Shares onthe United Kingdom share register, forms of election are to reach the transfersecretaries by 12:00 (UK time) on Friday, 2 December 2005. 5. FURTHER ANNOUNCEMENTS An announcement containing the finalisation details of the Offer Price will bepublished on SENS and RNS on Friday, 18 November 2005. A further announcement detailing the results of the Investec Odd-lot Offer willbe published on SENS and RNS on Monday, 5 December 2005. Enquiries:Investec plcUrsula Munitich +44 207 597 5546 Merrill Lynch International +44 207 996 Merrill Lynch South Africa +27 11 305 1000 5555Peter Tracey Paris AposporisAndrew Fairclough Citigate Dewe Rogerson +44 207 638 9571Sara 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 nor forgiving advice in relation to the Odd-lot Offer or any transaction or arrangementreferred 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 the mailsor by any means or instrumentality (including without limitation, facsimiletransmission, telephone and the internet) of interstate or foreign commerce, orany facility of a national securities exchange, of the United States, Canada,Australia or Japan. Accordingly, copies of this announcement or any accompanyingdocuments are, subject to certain exceptions, not being, directly or indirectly,mailed or otherwise distributed, forwarded or transmitted in, into or from theUnited States. Any persons receiving such documents (including, withoutlimitation, custodians, nominees and trustees) should observe these restrictionsand should not, subject to certain exceptions, mail or otherwise distribute,forward or transmit them in, into or from the United States or any otherjurisdiction where to do so would constitute a violation of the laws of suchjurisdiction, or use such means, instrumentality or facility in connection withthe Odd-lot Offer, and so doing may render invalid any related purportedacceptance of the Odd-lot Offer. Any persons (including, without limitation,custodians, nominees and trustees) who would or otherwise intend to, or may havea contractual or other legal obligation to, forward this announcement or anyaccompanying documents to the United States should seek appropriate advicebefore taking any action. VOTES FOR VOTES VOTES RESULT AGAINST ABSTAIN Investec Limited Special Resolutions 1 Amendment to the Articles 70,353,403 121,904 456,411 Carried of Association of Investec Limited to permit Odd-lot Offers 2 Authority to repurchase 70,353,566 104,430 473,722 Carried shares pursuant to the Odd-lot Offer Ordinary Resolutions 3 Authority to make and 70,353,566 121,904 456,248 Carried implement the Odd-lot Offer Special Resolutions 4 Amendment to the Articles 70,457,072 17,662 456,984 Carried of Association of Investec Limited relating to the takeover provisions Ordinary Resolutions 5 Approval of authority to 68,419,458 1,384,082 1,128,178 Carried establish new share plans based on the new Incentive Plan Investec plc Special Resolutions 6 Amendment to the Articles 73,337,572 121,933 9,765 Carried of Association of Investec plc to permit Odd-lot Offers 7 Authority to repurchase 73,327,872 131,633 9,765 Carried shares pursuant to the Odd-lot Offer Ordinary Resolutions 8 Authority to make and 73,355,046 104,459 9,765 Carried implement the Odd-lot Offer Special Resolutions 9 Amendment to the Articles 73,459,124 114 10,032 Carried of Association of Investec plc relating to the takeover provisions Ordinary Resolutions 10 Approval of the new 71,559,376 1,504,822 405,072 Carried Incentive Plan Investec Investec Limited plc 1 Amendment to the Articles of Association of Investec Limited to permit Odd-lot Offers Total number of proxy votes exercisable by all proxies validly appointed Total number of proxy votes in respect of which the appointments specified that the proxy- Was to vote 31,923,820 41,361,127 for the resolution Was to vote 10,759 111,144 against the resolution Was to 67 456,344 abstain on the resolution May vote at N/A 852,226 the proxy's discretion 2 Authority to repurchase shares pursuant to the Odd-lot Offer Total number of proxy votes exercisable by all proxies validly appointed Total number of proxy votes in respect of which the appointments specified that the proxy- Was to vote 31,923,820 41,268,185 for the resolution Was to vote 10,759 93,670 against the resolution Was to 67 473,655 abstain on the resolution May vote at N/A 852,226 the proxy's discretion 3 Authority to make and implement the Odd-lot Offer Total number of proxy votes exercisable by all proxies validly appointed Total number of proxy votes in respect of which the appointments specified that the proxy- Was to vote 31,923,820 41,250,711 for the resolution Was to vote 10,759 111,144 against the resolution Was to 67 456,181 abstain on the resolution May vote at N/A 852,226 the proxy's discretion 4 Amendment to the Articles of Association of Investec Limited relating to the takeover provisions Total number of proxy votes exercisable by all proxies validly appointed Total number of proxy votes in respect of which the appointments specified that the proxy- Was to vote 31,934,504 41,241,011 for the resolution Was to vote 74 17,587 against the resolution Was to 68 456,916 abstain on the resolution May vote at N/A 852,226 the proxy's discretion 5 Approval of authority to establish new share plans based on the new Incentive Plan Total number of proxy votes exercisable by all proxies validly appointed Total number of proxy votes in respect of which the appointments specified that the proxy- Was to vote 31,923,775 39,472,630 for the resolution Was to vote 138 1,383,943 against the resolution Was to 10,733 1,117,445 abstain on the resolution May vote at N/A 852,226 the proxy's discretion 6 Amendment to the Articles of Association of Investec plc to permit Odd-lot Offers Total number of proxy votes exercisable by all proxies validly appointed Total number of proxy votes in respect of which the appointments specified that the proxy- Was to vote 31,914,544 37,499,208 for the resolution Was to vote 10,685 111,247 against the resolution Was to 9,417 348 abstain on the resolution May vote at N/A 1,183 the proxy's discretion 7 Authority to repurchase shares pursuant to the Odd-lot Offer Total number of proxy votes exercisable by all proxies validly appointed Total number of proxy votes in respect of which the appointments specified that the proxy- Was to vote 31,914,544 37,406,386 for the resolution Was to vote 10,685 120,947 against the resolution Was to 9,417 348 abstain on the resolution May vote at N/A 1,183 the proxy's discretion 8 Authority to make and implement the Odd-lot Offer Total number of proxy votes exercisable by all proxies validly appointed Total number of proxy votes in respect of which the appointments specified that the proxy- Was to vote 31,914,544 37,406,386 for the resolution Was to vote 10,685 93,773 against the resolution Was to 9,417 348 abstain on the resolution May vote at N/A 1,183 the proxy's discretion 9 Amendment to the Articles of Association of Investec plc relating to the takeover provisions Total number of proxy votes exercisable by all proxies validly appointed Total number of proxy votes in respect of which the appointments specified that the proxy- Was to vote 31,925,228 37,406,223 for the resolution Was to vote 113 against the resolution Was to 9,418 614 abstain on the resolution May vote at N/A 1,635 the proxy's discretion 10 Approval of the new Incentive Plan Total number of proxy votes exercisable by all proxies validly appointed Total number of proxy votes in respect of which the appointments specified that the proxy- Was to vote 31,914,429 35,472,323 for the resolution Was to vote 9,482 1,495,339 against the resolution Was to 10,735 394,337 abstain on the resolution May vote at N/A 1,183 the proxy's discretion This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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