Acknowledgement: Ninety One's Prospectus Published
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Investec Limited
NSX share code: IVD BSE share code: INVESTEC ISIN: ZAE000081949 |
Investec plc
JSE share code: INP |
2 March 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, 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 except on the basis of the information contained in the combined price range prospectus and prelisting statement (the "Prospectus"), including the risk factors set out therein, 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") today in connection with the proposed offer of shares in Ninety One and, in the case of Ninety One plc, (i) the proposed 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 proposed 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 proposed 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 ("Admission") .
A copy of the Prospectus published by Ninety One will be available for inspection from the registered offices of Ninety One Limited (36 Hans Strijdom Avenue, Foreshore, Cape Town, 8001, Republic of South Africa), at the offices of Ninety One's solicitors and online at www.investec.com/demerger and www.investecassetmanagement.com/disclosure (with a link also available via www.ninetyone.com ) (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
Acknowledgement of Ninety One's Announcement of Publication of Prospectus and Abridged Prelisting Statement
Investec (comprising Investec plc and Investec Limited) acknowledges the announcement made by Ninety One regarding the publication of its Prospectus and abridged prelisting statement. This follows the announcements by Investec and Ninety One earlier today regarding the price range for Ninety One's Initial Public Offering.
Enquiries:
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Investor Relations Investec Group Investor Relations Carly Newton carly.newton@investec.co.uk +44 (0) 207 597 4493
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Sole Global Co-Ordinator, Joint Bookrunner, UK Sponsor and Financial Adviser |
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J.P. Morgan Cazenove +44 (0) 207 742 4000 |
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JSE Sponsor |
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J.P. Morgan Equities South Africa Proprietary Limited +27 (0) 115 070 300 |
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Joint Bookrunners |
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Investec Bank +44 (0) 207 597 5970
BofA Securities +44 (0) 207 628 1000 |
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Financial Adviser |
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Fenchurch Advisory Partners +44 (0) 207 382 2222 |
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Media Enquiries |
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Investec Group PR Advisers Lansons (UK) Tom Baldock +44 (0) 207 566 9716 | +44 (0) 7860 101 715 tombaldock@lansons.com
Brunswick (South Africa) Graeme Coetzee +27 (0) 11 502 7419 | +27 (0) 63 685 6053 gcoetzee@brunswick.co.za
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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 whether as a result of new information, future developments or otherwise.
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 or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction .The distribution of this announcement may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. 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 and the United Kingdom, this announcement and any offer if made subsequently is, and will be, directed only at persons who are "qualified investors" within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129).
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe for securities in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation or advertisement of an offer to buy and/or subscribe for, shares as defined in the South African Companies Act, No. 71 of 2008 (as amended) or otherwise (the "SA Companies Act") and will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the SA Companies Act. This announcement does not constitute a prospectus registered and/or issued in terms of the SA Companies Act. Nothing in this announcement should be viewed, or construed, as "advice", as that term is used in the South African Financial Markets Act, No. 19 of 2012, as amended, and/or Financial Advisory and Intermediary Services Act, No. 37 of 2002, as amended.
The final price of the Global Offer (the "Offer Price") and number of Ninety One Shares to be sold by the Investec Group in the Global Offer will be determined in due course and is currently expected to be announced by Ninety One on or about 16 March 2020. A number of factors will be considered in determining the final Offer Price and the number of Shares to be sold in the Global Offer, including the level and nature of demand for the Ninety One Shares during the bookbuilding process, the prevailing market conditions and the objective of establishing an orderly and liquid after-market in the Ninety One Shares.
The information in this announcement is subject to change. If the Price Range changes prior to the announcement of the final Offer Price, the revised Price Range will be announced and advertised as soon as possible and Ninety One will publish an additional supplementary prospectus. Any subscription or purchase of Ninety One Shares in the Global Offer should be made solely on the basis of information contained in the Prospectus to be issued by Ninety One in connection with the Global Offer and in any other prospectus supplements to be issued by Ninety One in connection with the Global Offer. 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. 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 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 proceed with the Global Offer and there is therefore no guarantee that Admission will occur. Alternatively, the demerger and Admission may occur without the Global Offer going ahead. The date of Admission may be influenced by things such as market conditions. 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 anything contained 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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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