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Effective Date of the Distribution of shares in Ninety One to Investec Ordinary Shareholders

Published: 2022-05-31 07:45:00 ET
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Investec Limited (JSE:INL) News - Effective Date of the Distribution of shares in Ninety One to Investec Ordinary Shareholders

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
                Effective Date of the Distribution of shares in Ninety One to Investec Ordinary Shareholders


Further to the shareholder circular published by Investec on 18 March 2022 relating to the proposed Distribution of 15% of the shares
in Ninety One to Investec Ordinary Shareholders (the “Scheme Circular”), the announcement by Investec on 28 April 2022 confirming
the results of the General Meetings of Investec and the Court Meeting of Investec plc and the announcement by Investec on 20 May
2022 confirming that the Scheme had been sanctioned by the Court and the reduction of the share premium account of Investec plc
required to effect the UK Distribution had been confirmed by the Court, Investec is pleased to announce that, following the delivery
of the Scheme Court Order to the Registrar of Companies, the Distribution became effective as of 7.00 p.m. (London time) / 8.00
p.m. (Johannesburg time) on Monday, 30 May 2022 (the “Effective Date”).

Key Settlement Dates

As set out in the Scheme Circular, Investec Ordinary Shareholders registered on the applicable Register as at the Distribution Record
Time, being 6.30 p.m. (London time) / 7.30 p.m. (Johannesburg time) on the Effective Date, will be entitled to receive Ninety One
Shares pursuant to the Distribution.


The expected key dates for settlement are as follows:

  Manner in which Investec Ordinary Shares are held as at           Date on which Ninety One Shares will be credited / share
               the Distribution Record Time                                      certificates despatched
                                      
 Investec plc Ordinary Shareholders on the UK Register who
 hold their shares in Uncertificated Form

 Investec plc Ordinary Shareholders on the SA Register who           As soon as practicable after 8.00 a.m. (London time) / 9.00
 hold their shares through the Strate System                            a.m. (Johannesburg time) on Tuesday, 31 May 2022

 Investec Limited Shareholders who hold their shares through
 the Strate System

 Investec Ordinary Shareholders who hold their Investec               Share certificates for certificated Ninety One Shares will be
 Ordinary Shares in Certificated Form                                despatched as soon as practicable after Wednesday, 1 June
                                                                                                    2022


Cash proceeds due in respect of fractional entitlements to Ninety One Shares will be credited to CSDP or broker accounts in the
Strate System as soon as practicable after 8.00 a.m. (London time) / 9.00 a.m. (Johannesburg time) on Tuesday, 31 May 2022 and
to CREST accounts on Wednesday, 1 June 2022. The despatch of cheques or electronic transfers in respect of fractional entitlements
for shareholders without a CSDP or broker account will take place as soon as practicable after Wednesday, 1 June 2022.
Johannesburg and London
Date: 31 May 2022


Financial Advisor and Transaction sponsor
Investec Bank Limited


Legal/ Tax advisors
ENS Africa and Linklaters LLP


Enquiries:
Mr David Miller
Investec plc
Company Secretary
Tel: + 44 (0)20 7597 4000

FORWARD-LOOKING STATEMENTS
This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. 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 has advised 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 were entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with
respect to which notification had been given to all Investec plc Shareholders.

Date: 31-05-2022 09:45:00
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