Ninety One: Registration Document Approved

RNS Number : 6211B

Investec PLC

31 January 2020

 

Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06 JSE share code: INL NSX share code: IVD BSE share code: INVESTEC ISIN: ZAE000081949

Investec plc Incorporated in England and Wales Registration number 3633621 LSE share code: INVP JSE share code: INP ISIN: GB00B17BBQ50

31 January 2020

NOT FOR RELEASE, publication or DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

This announcement is an advertisement for the purposes of the Prospectus Rules of the Financial Conduct Authority ("FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada or Japan.

Neither this announcement, nor anything contained herein, nor anything contained in the Registration
Document referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement or the Registration Document except on the basis of the information contained in a combined prospectus and pre-listing statement in its final form (the "Prospectus"), including the risk factors set out therein, that may be published by Ninety One plc and Ninety One Limited (together, "Ninety One" and together with their respective subsidiaries as at the date of Admission (as defined below), the "Ninety One Group") in due course in connection with a possible offer of shares in Ninety One and, in the case of Ninety One plc, (i) the possible admission of its ordinary shares ("Ninety One plc Shares") to the premium listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange ("LSE"); and (ii) the possible secondary inward listing and admission to trading of the Ninety One plc Shares on the Main Board of the Johannesburg Stock Exchange ("JSE") and, in the case of Ninety One Limited, the possible primary listing and admission to trading of its ordinary shares ("Ninety One Limited Shares" and together with the Ninety One plc Shares, the "Ninety One Shares") on the Main Board of the JSE. A copy of any Prospectus published by Ninety One will, if published, be available for inspection from the registered office of Ninety One Limited, at the offices of Ninety One's solicitors and online at www.investec.com/demerger and www.investecassetmanagement.com/disclosure (in each case, subject to certain access restrictions).

As part of the dual-listed company structure, Investec plc and Investec Limited notify both the LSE and the JSE of matters which are required to be disclosed under the Disclosure Guidance and Transparency Rules and Listing Rules of the FCA and/or the JSE Listing Requirements.

Investec plc, Investec Limited

Financial Conduct Authority Approves Registration Document

Further to its earlier announcement in relation to Ninety One's intention to publish a Registration Document and expected initial public offering (the "IPO"), Investec (comprising Investec plc and Investec Limited) confirms that the Registration Document has received approval from the UK Financial Conduct Authority and has now been published on Investec's website at www.investec.com/demerger and Ninety One's website at www.investecassetmanagement.com/disclosure, subject to certain access restrictions.

Following approval of the Registration Document, a copy has been submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/NSM.

Enquiries:

Investor Relations Investec Group Investor Relations Carly Newton [e-mail] [phone] Ninety One Investor Relations Varuni Dharma [e-mail] [phone]
Sole Global Co-Ordinator, Joint Bookrunner, UK Sponsor and Financial Adviser
J.P. Morgan Cazenove [phone]
JSE Sponsor
J.P. Morgan South Africa [phone]
Joint Bookrunners
BofA Merrill Lynch [phone]
Investec Bank [phone]
Financial Adviser
Fenchurch Advisory Partners [phone]
Media Enquiries
Investec Group PR Advisers Lansons (UK) Tom Baldock [phone] | [phone] [e-mail] Brunswick (South Africa) Graeme Coetzee [phone] pan> FTI Consulting (UK) Neil Doyle [phone] | [phone] [e-mail]
Fletcher Advisory (South Africa) Daniel Thole [phone] [e-mail]

FORWARD-LOOKING STATEMENTS

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Ninety One's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Ninety One Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Investec and Ninety One 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 information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States, Australia, Canada or Japan. The Ninety One Shares referred to herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The Ninety One Shares may not be offered or sold in the United States except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

In any member state of the European Economic Area ("EEA") outside of the United Kingdom (each, a "Relevant Member State"), this announcement and any offer if made subsequently is, and will be, directed only at persons who are "qualified investors" ("Qualified Investors") within the meaning of the Prospectus Directive (Directive 2003/71/EC and any amendments thereto, including Directive 2010/73/EU), and any implementing measures in each Relevant Member State (the "Prospectus Directive").

Any subscription or purchase of Ninety One Shares in the possible IPO should be made solely on the basis of information contained in the Prospectus which may be issued by Ninety One in connection with the IPO. The information in this announcement is subject to change. Before subscribing for or purchasing any Ninety One Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained in the Registration Document referred to herein, shall form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Ninety One Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

The Ninety One Group may decide not to go ahead with the IPO and there is therefore no guarantee that Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Registration Document referred to herein, constitutes a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

 

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