Try our mobile app
Investec Limited (JSE:INL) News - Update on Proposed Distribution of Ninety One Shares and Publication of Investec Shareholder Circular
INVESTEC PLC INVESTEC LIMITED
(Incorporated in the England and Wales) (Incorporated in the Republic of South Africa)
(Registration number 3633621) (Registration number 1925/003833/06)
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND CONCERNS MATTERS WHICH MAY AFFECT THE LEGAL
RIGHTS OF INVESTEC SHAREHOLDERS. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS ANNOUNCEMENT
OR WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN INDEPENDENT FINANCIAL OR
LEGAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS
AMENDED) IF YOU ARE RESIDENT IN THE UK OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED ADVISER.
Defined terms used but not otherwise defined in this announcement have the meanings set out in the Circular.
UPDATE ON PROPOSED DISTRIBUTION OF NINETY ONE SHARES AND PUBLICATION OF INVESTEC SHAREHOLDER CIRCULAR
As part of the dual-listed company structure, Investec plc and Investec Limited (together, “Investec”) notify both the
London Stock Exchange (“LSE”) and the Johannesburg Stock Exchange (“JSE”) of matters which are required to be
disclosed under the Listing Rules of the Financial Conduct Authority and/or JSE Listings Requirements.
Further to the announcements made by Investec on 18 November 2021 and 21 February 2022 relating to the proposed
distribution (the “Distribution”) of 15% of the shares in the Ninety One dual-listed company structure (“DLC”) comprising
Ninety One plc and Ninety One Limited (together, “Ninety One”) to Investec ordinary shareholders (the “Investec
Ordinary Shareholders”), Investec today announces further details of the proposals related to the Distribution (the
“Proposals”) and the publication of a shareholder circular.
1. PROPOSALS FOR THE DISTRIBUTION
The overall effect of the Proposals is to distribute such number of the shares Investec holds in Ninety One to the Investec
Ordinary Shareholders so as to reduce Investec’s percentage holding in Ninety One to approximately 10% on a DLC basis.
This, together with certain ancillary actions, will be implemented through a number of sequential steps as summarised
below. These steps will only be implemented if the requisite approvals, including approval by Investec shareholders and
the High Court of Justice in England and Wales (the “Court”), are obtained.
The first step is the distribution of Ninety One Limited ordinary shares (the “Ninety One Limited Shares”) by Investec
Investments Limited to Investec Limited.
The second step involves Investec plc effecting a reduction of capital and distribution of Ninety One plc ordinary shares
(the “Ninety One plc Shares”) to Investec plc ordinary shareholders registered on Investec plc’s principal share register
maintained in the United Kingdom (the “Investec plc UK Register Shareholders”) through a Court sanctioned process
known as a scheme of arrangement (the “UK Distribution”). Investec plc will not, through the UK Distribution, distribute
any Ninety One plc Shares to Investec plc Ordinary Shareholders registered on the Investec plc South African branch
register maintained in South Africa (the “Investec plc SA Register Shareholders”), who will instead receive Ninety One
Limited Shares as part of the third step described below.
The third step is the distribution in specie of all of the Ninety One Limited Shares held by Investec Limited to Investec
Limited Ordinary Shareholders and to Investec plc SA Register Shareholders via the Investec SA DAS Share (the “SA
Distribution”).
In order for the Proposals to be finalised, Investec shareholder approval will be sought at a general meeting of Investec
plc and a general meeting of Investec Limited (the “General Meetings”), which will be followed by a separate meeting
of Investec plc ordinary shareholders (the “Investec plc Ordinary Shareholders”) convened pursuant to an order of the
Court (the “Court Meeting”) in respect of the UK Distribution. The General Meetings will start at 10.30 a.m. (London
time) / 11.30 a.m. (Johannesburg time) and the Court Meeting will start at 10.45 a.m. (London time) / 11.45 a.m.
(Johannesburg time) (or as soon thereafter as the General Meetings shall have concluded or been adjourned).
In particular, in order to facilitate the UK Distribution, it will be necessary to obtain the approval of the Investec plc
Ordinary Shareholders at the Court Meeting.
If the Proposals are so approved, Investec plc Ordinary Shareholders on the Investec plc UK Register will receive 0.13751
Ninety One plc Shares for each Investec plc Ordinary Share that they hold, Investec plc Ordinary Shareholders on the
Investec plc SA Register will receive 0.13751 Ninety One Limited Shares for each Investec plc Ordinary Share that they
hold and Investec Limited Ordinary Shareholders will receive 0.13751 Ninety One Limited Shares for each Investec
Limited Ordinary Share that they hold.
Investec plc Ordinary Shareholders will retain their existing shareholding in Investec plc and Investec Limited Ordinary
Shareholders will retain their existing shareholding in Investec Limited.
An entitlement to a fraction of a Ninety One plc Share or Ninety One Limited Share will arise for all Investec Ordinary
Shareholders. For example, if: (i) an Investec plc Ordinary Shareholder on the Investec plc UK Register holds eight
Investec plc Ordinary Shares at the Distribution record time (expected to be 6.30 p.m. (London time) on Monday, 30
May 2022) (the “Distribution Record Time”), such Investec plc Ordinary Shareholder will receive one Ninety One plc
Share, plus an entitlement to a 0.10008 fraction of a Ninety One plc Share; (ii) an Investec plc Ordinary Shareholder on
the Investec plc SA Register holds eight Investec plc Ordinary Shares at the Distribution Record Time, such Investec plc
Ordinary Shareholder will receive one Ninety One Limited Share, plus an entitlement to a 0.10008 fraction of a Ninety
One Limited Share; and (iii) an Investec Limited Ordinary Shareholder holds eight Investec Limited Ordinary Shares at
the Distribution Record Time, such Investec Limited Ordinary Shareholder will receive one Ninety One Limited Share,
plus an entitlement to a 0.10008 fraction of a Ninety One Limited Share.
Where fractional entitlements to Ninety One Shares arise on the Distribution, the relevant Investec Ordinary
Shareholder will instead be entitled to receive a cash amount as more fully described below:
Fractional entitlements in respect of the UK Distribution
No entitlements to a fraction of a Ninety One plc Share shall be transferred to an Investec plc UK Register Shareholder.
The aggregated number of Ninety One plc Shares to which Investec plc UK Register Shareholders are entitled will first
be rounded down to the nearest whole number of Ninety One plc Shares, resulting in allocations of whole numbers of
Ninety One plc Shares, and the aggregated excess fractions of Ninety One plc Shares to which such Investec plc UK
Register Shareholders would otherwise be entitled to will not be transferred to them but will instead be sold in the
market, and the relevant Investec plc UK Register Shareholder will be entitled to receive a cash payment equivalent to
the fraction to which they otherwise would have been entitled.
Fractional entitlements in respect of the SA Distribution
No entitlements to a fraction of a Ninety One Limited Share shall be transferred to an Investec Ordinary Shareholder or
an Investec plc SA Register Shareholder (collectively, the “SA Distribution Shareholders”). The aggregated number of
Ninety One Limited Shares to which SA Distribution Shareholders are entitled will first be rounded down to the nearest
whole number of Ninety One Limited Shares, resulting in allocations of whole numbers of Ninety One Limited Shares
and the aggregated excess fractions of Ninety One Limited Shares to which such SA Distribution Shareholders would
otherwise be entitled, will not be transferred to them but will instead be sold in the market, and the relevant SA
Distribution Shareholder will be entitled to receive a cash payment in respect of the fraction to which they otherwise
would have been entitled.
If Investec Ordinary Shareholders sell or otherwise transfer their Investec plc Ordinary Shares or Investec Limited
Ordinary Shares before the last day to trade in order to appear in the relevant Investec Register at the Distribution
Record Time, they will not receive any Ninety One plc Shares or Ninety One Limited Shares (as applicable).
2. RATIONALE
As set out in the announcement on 21 February 2022, given Investec’s strong capital generation and capital optimisation
strategy, Investec intends to distribute a 15% holding in Ninety One to shareholders whilst retaining an approximate
10% interest. Investec has considered a number of different ways of effecting the Distribution. For capital optimisation
reasons, it is beneficial for the retained 10% shareholding in Ninety One to be held by Investec plc.
On this basis, and given the number of Ninety One Shares held by each of Investec plc and Investec Limited, together
with the complexities involved in transferring such shares between the two entities, Investec has reached the conclusion
that under the Proposals Investec plc SA Register Shareholders should receive Ninety One Limited Shares from Investec
Limited, rather than Ninety One plc Shares from Investec plc.
3. PUBLICATION OF INVESTEC SHAREHOLDER CIRCULAR AND NOTICE OF GENERAL MEETINGS AND COURT MEETING
Investec is pleased to announce that, following receipt of approval from the JSE, the circular to Investec Ordinary
Shareholders and Investec Preference Shareholders in connection with the Distribution (the “Circular”) has been
published. An electronic version of the Circular is available for inspection, subject to applicable securities laws, at
www.investec.com. A copy of the Circular will also be submitted to the National Storage Mechanism, where it will be
available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Notices of the General Meetings and the Court Meeting, each of which is to be held on Thursday, 28 April 2022, are set
out in the Circular. The General Meetings will start at 10.30 a.m. (London time) / 11.30 a.m. (Johannesburg time) and
the Court Meeting will start at 10.45 a.m. (London time) / 11.45 a.m. (Johannesburg time) (or as soon thereafter as the
General Meetings shall have concluded or been adjourned). The Investec plc General Meeting and the Court Meeting
will be held at 30 Gresham Street, London EC2V 7QP, UK and the Investec Limited General Meeting will be held at 100
Grayston Drive, Sandown, Sandton 2196, Republic of South Africa.
Investec is providing a virtual meeting platform to enable Investec shareholders to participate in the General Meetings
and Court Meeting, and Investec encourages Investec shareholders to consider making use of this facility. The guide for
Investec plc Shareholders for electronic participation in the Investec plc General Meeting and the Court Meeting can be
found in Part XIV of the Circular. The guide for Investec Limited Shareholders for electronic participation in the Investec
Limited General Meeting can be found in Part XII of the Circular, and the instructions for joining the Investec Limited
General Meeting electronically can be found in Part XIV of the Circular.
4. EXPECTED TIMETABLE OF PRINCIPAL
Event Time (London time/Johannesburg time) and/or date
Last day to trade on the Investec plc SA Register for Investec plc
Ordinary Shareholders that hold Investec plc Ordinary Shares
through a CSDP in order to participate in the Investec plc
General Meeting Thursday, 21 April 2022
Last day to trade on the Investec Limited SA Register for
Investec Limited Shareholders to participate in the Investec
Limited General Meeting Thursday, 21 April 2022
Latest time and date for receipt of blue and pink Forms of Proxy 10.30 a.m. (London time)/11.30 a.m. (Johannesburg time)
for the Investec plc General Meeting1 on Tuesday, 26 April 2022
Latest time and date for receipt of green and yellow Forms of 10.30 a.m. (London time)/11.30 a.m. (Johannesburg time)
Proxy for the Investec Limited General Meeting2 on Tuesday, 26 April 2022
Latest time and date for appointing a proxy for the Investec plc 10.30 a.m. (London time)/11.30 a.m. (Johannesburg time)
General Meeting by way of CREST Proxy Instruction on Tuesday, 26 April 2022
Latest time and date for receipt of white Forms of Proxy for the 10.45 a.m. (London time)/11.45 a.m. (Johannesburg time)
Court Meeting3 on Tuesday, 26 April 2022
Latest time and date for appointing a proxy for the Court 10.45 a.m. (London time)/11.45 a.m. (Johannesburg time)
Meeting by way of CREST Proxy Instruction on Tuesday, 26 April 2022
UK Voting Record Time for Investec plc Shareholders in respect 6.30 p.m. (London time)/7.30 p.m. (Johannesburg time)
of the Investec plc General Meeting and the Court Meeting on Tuesday, 26 April 2022
SA Voting Record Time for Investec Limited Shareholders in 6.30 p.m. (London time)/7.30 p.m. (Johannesburg time)
respect of the Investec Limited General Meeting on Tuesday, 26 April 2022
10.30 a.m. (London time)/11.30 a.m. (Johannesburg
General Meetings time) Thursday, 28 April 2022
10.45 a.m. (London time)/11.45 a.m. (Johannesburg
Court Meeting time) Thursday, 28 April 20224
Scheme Court Hearing to sanction the Scheme and confirm the
Investec plc reduction of capital required to effect the UK
Distribution Thursday, 19 May 2022
Announcement expected to be released on SENS and RNS As soon as possible after 8.00 a.m. (London time)/
regarding finalisation 9.00 a.m. (Johannesburg time) on Friday, 20 May 2022
Last date for transfers between the Investec plc Registers by
Investec plc Ordinary Shareholders prior to the UK Distribution
Effective Time Tuesday, 24 May 2022
Last date for transfers between the Investec Limited Registers
by Investec Limited Ordinary Shareholders prior to the SA
Distribution Effective Time Tuesday, 24 May 2022
Last day to trade on the Investec plc SA Register for Investec plc
Ordinary Shareholders that hold Investec plc Ordinary Shares
through a CSDP in order to participate in the UK Distribution5 Wednesday, 25 May 2022
Last day to trade on the Investec Limited SA Register for
Investec Limited Ordinary Shareholders that hold Investec
Limited Ordinary Shares through a CSDP in order to participate
in the SA Distribution6 Wednesday, 25 May 2022
Investec plc Ordinary Shares on the Investec plc SA
Register trade “ex” entitlement on the Investec plc SA
Register to receive the Ninety One Limited Shares
pursuant to the SA Distribution Thursday, 26 May 2022
Investec Limited Ordinary Shares trade “ex” entitlement on the
Investec Limited SA Register to receive the Ninety One Limited
Shares pursuant to the SA Distribution7 Thursday, 26 May 2022
SENS announcement confirming, inter alia, the cash proceeds By 9.00 a.m. (London time)/10.00 a.m. (Johannesburg
payable in respect of fractional entitlements time) on Friday, 27 May 2022
Record date for Johannesburg Stock Exchange settlement
purposes Monday, 30 May 2022
6.30 p.m. (London time)/7.30 p.m. (Johannesburg time)
Distribution Record Time 8 on Monday, 30 May 2022
7.00 p.m. (London time)/8.00 p.m. (Johannesburg time)
UK Distribution Effective Time on Monday, 30 May 2022
7.00 p.m. (London time)/8.00 p.m. (Johannesburg time)
SA Distribution Effective Time on Monday, 30 May 2022
As soon as possible after 8.00 a.m. (London time)/
Crediting of Ninety One plc Shares to CREST accounts 9.00 a.m. (Johannesburg time) on Tuesday, 31 May 2022
Crediting of Ninety One Limited Shares and fractional
entitlement payments to CSDP or broker accounts in the Strate As soon as possible after 8.00 a.m. (London time)/
System 9.00 a.m. (Johannesburg time) on Tuesday, 31 May 2022
Transfers between the Investec plc Registers by Investec plc
Ordinary Shareholders re-opened Wednesday, 1 June 2022
Transfers between the Investec Limited Registers by Investec
Limited Ordinary Shareholders re-opened Wednesday, 1 June 2022
Crediting fractional entitlement payments to CREST accounts Wednesday, 1 June 2022
Despatch of cheques (where applicable) or electronic transfer
in respect of fractional entitlements for shareholders without a
CSDP or broker account As soon as practicable after Wednesday, 1 June 2022
Despatch of share certificates for certificated Ninety One Shares As soon as practicable after Wednesday, 1 June 2022
Comments to salient dates:
• The expected dates and times listed above may be subject to change.
• The expected timetable of principal events has been approved by the Johannesburg Stock Exchange. The expected
dates and times listed in the expected timetable of principal events may be subject to change.
• The General Meetings and the Court Meeting will be held at 10.30 a.m. (London time)/11.30 a.m. (Johannesburg
time) and 10.45 a.m.9 (London time)/11.45 a.m. (Johannesburg time), respectively, on Thursday, 28 April 2022.The
Investec plc General Meeting and the Court Meeting will be held at 30 Gresham Street, London, EC2V 7QP, United
Kingdom and the Investec Limited General Meeting will be held at 100 Grayston Drive, Sandown, Sandton, 2196,
Republic of South Africa.
Notes to the salient dates:
1. The blue and pink Forms of Proxy may be handed to the Chair of the Investec plc General Meeting or the UK
Registrar at any time before the proxy exercises any rights of the shareholder at the meeting.
2. The green and yellow Forms of Proxy may be handed to the Chair of the Investec Limited General Meeting or the
SA Registrar at any time before the proxy exercises any rights of the shareholder at the meeting.
3. The white Form of Proxy may be handed to the Chair of the Court Meeting or the UK Registrar at the
commencement of the meeting.
4. Court Meeting to commence at 10.45 a.m. (London time)/ 11.45 a.m. (Johannesburg time) or, if later, immediately
after the conclusion or adjournment of the General Meetings.
5. Investec plc Ordinary Shareholders should anticipate their holdings of Investec plc Shares at the Distribution
Record Time by taking into account all unsettled trades concluded on or before the last day to trade which are due
to be settled on or before the record date for Johannesburg Stock Exchange settlement purposes.
6. Investec Limited Ordinary Shareholders should anticipate their holdings of Investec Limited Shares at the
Distribution Record Time by taking into account all unsettled trades concluded on or before the last day to trade
which are due to be settled on or before the record date for Johannesburg Stock Exchange settlement purposes.
7. Share certificates may not be Dematerialised into Uncertificated Form or rematerialised into Certificated Form
between Thursday, 26 May 2022 and Monday, 30 May 2022, both days inclusive
8. The time by which an Investec Ordinary Shareholder must appear in the relevant Investec Register in order to be
entitled to receive any Ninety One plc Shares or Ninety One Limited Shares pursuant to the UK Distribution or the
SA Distribution (in each case, as applicable), being the same date as the record date for JSE settlement purposes.
9. Court Meeting to commence at 10.45 a.m. (London time) / 11.45 a.m. (Johannesburg time) or, if later, immediately
after the conclusion or adjournment of the General Meetings.
5. IMPACT ON INVESTEC SHAREHOLDERS
Under the Proposals, Investec Shareholders will be treated equally, regardless of whether they hold shares in Investec
plc or Investec Limited.
Following the implementation of the Proposals, the Investec Ordinary Shareholders will:
• retain their shareholdings in Investec plc and/or Investec Limited, as applicable, and receive 0.13751 Ninety One
plc Shares for each Investec plc Ordinary Share held on the Investec plc UK Register, 0.13751 Ninety One Limited
Shares for each Investec plc Ordinary Share held on the Investec plc SA Register and/or 0.13751 Ninety One Limited
Shares for each Investec Limited Ordinary Share held; and
• receive any dividends from Ninety One and Investec on a go-forward basis.
Each Investec Ordinary Shareholder who does not, prior to the implementation of the Proposals, hold an interest in
Ninety One Shares should contact Ninety One’s registrars to register as a new shareholder following the implementation
of the Proposals.
Further information in relation to tax is contained in Part VII of the Circular, which provides a general description of
certain tax consequences of the Proposals relevant to Investec Ordinary Shareholders who are resident for tax
purposes in the UK, the United States, South Africa, Namibia or Botswana.
Investec has sought a ruling from the South African Revenue Service as to whether the distribution in specie of the
Ninety One Limited Shares by Investec Limited to the Investec Limited Ordinary Shareholders and the Investec plc
Ordinary Shareholders on the Investec plc SA Register constitutes an “unbundling transaction” as defined in section 46
of the South African Income Tax Act.
As at the date of this announcement, the ruling application is still in progress. Investec Ordinary Shareholders and
Investec Preference Shareholders should consider the tax implications of both Scenario 1 and Scenario 2 (as set out
in Part VII of the Circular) before making any decision on how to vote on the proposed resolutions at the General
Meetings or, in the case of the Investec plc Ordinary Shareholders, how to vote on the Scheme at the Court Meeting.
6. CONDITIONS TO THE PROPOSALS
The Distribution is conditional upon the following conditions having been satisfied:
(a) the Scheme having been approved by a majority in number of those Investec plc Ordinary Shareholders who are
present and vote, either in person or by proxy, at the Court Meeting and who represent 75% or more in value of
the Investec plc Ordinary Shares voted by such Shareholders;
(b) the SA Distribution Resolution and the Investec DAT Deeds Amendments Resolution, as set out in the Notices of
General Meeting, having been passed by the requisite majority of Investec Ordinary Shareholders at the General
Meetings;
(c) the UK Distribution Resolution, as set out in the Notices of General Meeting, having been passed by the requisite
majority of Investec Ordinary Shareholders and Investec Preference Shareholders at the General Meetings;
(e) the Scheme having been sanctioned by the Court and the reduction of capital required to effect the UK
Distribution having been confirmed by the Court;
(f) a copy of the Scheme Court Order having been delivered to the Registrar of Companies; and
(g) a resolution having been approved by the requisite majority of the board of directors of Investec Investments
and Investec Limited authorising the distribution of the relevant Ninety One Limited Shares to give effect to the
SA Distribution in accordance with the provisions of the South African Companies Act.
The Directors will not take the necessary steps to implement the Scheme and the Distribution unless and until the above
conditions have been or will be satisfied and, at the relevant time, the Directors consider that it continues to be in the
best interests of the Investec Shareholders that the Scheme and the Distribution be implemented.
7. BACKGROUND TO NINETY ONE
Ninety One is an independent investment manager, founded in South Africa in 1991. It now operates and invests globally
and offers a range of active strategies to its global client base. Ninety One is listed on the London and Johannesburg
Stock Exchanges. Additional information on Ninety One can be found on Ninety One’s website: https://ninetyone.com/
8. CLASSIFICATION OF THE PROPOSALS
The Distribution constitutes a category 2 disposal in terms of the JSE Limited Listings Requirements. The Distribution
constitutes a class 2 transaction for the purposes of the Listing Rules of the Financial Conduct Authority. As at
30 September 2021, the gross asset value attributable to the Ninety One Shares, the subject of the proposed
Distribution, was £369.331million and the profits attributable to such Ninety One Shares were £22.824million.
18 March 2022
Financial Advisor and Transaction Sponsor
Investec Bank Limited
Legal Advisors
ENSafrica and Linklaters LLP
Namibia Sponsor
Old Mutual Investment Services (Namibia) (Pty) Ltd
Botswana Sponsor
Motswedi Securities (Pty) Ltd
Enquiries:
Mr David Miller
Investec plc
Company Secretary
Tel: + 44 (0)20 7597 4000
FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements with respect to certain of Investec plc’s and Investec Limited’s
plans and expectations relating to the Distribution. 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 will advise 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 are entitled to attend in person or through counsel to support or oppose
the sanctioning of the Scheme and with respect to which notification has been given to all Investec plc Shareholders.
Date: 18-03-2022 10:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
