Notice of EGM
The following announcement is being reissued due to a problem with the formatting of the original announcement, distributed today at 07:00hrs. Please see below for the full and correct text.
Investec plc - the Company
(Incorporated in England and Wales)
(Registration number: 363621)
Share Code: INP
ISIN: GB0031773103
INVESTEC PLC
This announcement is not for release, publication or distribution, in whole or
in part, in or into the United States, Canada, Australia or Japan
20 October 2005
Announcement to Investec Members regarding:
* 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 (collectively the
'Proposals').
1. INTRODUCTION
Investec has proposed a tender offer to Investec Members, known in South Africa
as an Odd-lot Offer, whereby holders of less than 100 ordinary shares in
Investec Limited and holders of less than 100 ordinary shares in Investec plc
(collectively 'Odd-lot Holders') are given the option to sell their holdings to
Investec.
Amendments are also proposed to the takeover provisions contained in the
articles of association of Investec plc and Investec Limited, and the
introduction of a new Incentive Plan by Investec plc.
Implementation of the Odd-lot Offer, the amendments to the takeover provisions
and the introduction of the new Incentive Plan are subject to receiving the
prior approval of Investec Limited Members and Investec plc Members of the
resolutions to be proposed at the Investec Limited General Meeting and the
Investec plc Extraordinary General Meeting respectively (collectively, the
'Investec General Meetings'), scheduled for Monday, 14 November 2005 and, where
necessary, the registration of the resolutions.
The Boards of Investec Limited and Investec plc consider the Proposals to be in
the best interests of Investec Members as a whole and accordingly unanimously
recommend Investec Members to vote in favour of the Proposals.
2. RATIONALE FOR THE ODD-LOT OFFER
The Investec Directors believe that the cost to Odd-lot Holders of selling
their Investec Shares is, generally, disproportionate to the size of their
holding putting them in a different position to larger shareholders. The
Odd-lot Offer therefore provides Odd-lot Holders an affordable exit strategy.
Odd-lot Holders who choose to sell will be given the opportunity to realise the
maximum possible proceeds from the sale of their Investec Shares and will not
have to pay the transaction costs typically payable on a disposal of shares
(such as trading costs and transfer duty) as these costs will be paid by
Investec.
Also, there are a large number of Odd-lot Holders constituting a small
percentage of the share capital. The recurring costs connected with servicing
such a large number of Odd-lot Holders is borne, indirectly, by all Investec
Members. The Investec Directors believe that these costs are disproportionate
to the size of the Odd-lot holding and, accordingly, believe that the Odd-lot
Offer is to the benefit of Investec Members as a whole.
At 10 October 2005, 7,760 out of 12,359 registered Investec Limited Members
held fewer than 100 Investec Limited Shares ('Investec Limited Odd-lot
Holders') constituting only 0.4 per cent of the total number of Investec
Limited Shares in issue, and 6,963 out of 14,506 registered Investec plc
Members held fewer than 100 Investec plc Shares ('Investec plc Odd-lot
Holders') constituting only 0.3 per cent of the total number of Investec plc
Shares in issue.
3. DETAILS OF THE ODD-LOT OFFER
Under the terms of the Odd-lot Offer:
a) Investec Limited Odd-lot Holders who hold less than 100 Investec Limited
Shares at the close of business on the Record Date, expected to be Friday,
2 December 2005, can elect to:
* sell their Investec Limited Shares to a subsidiary of Investec Limited at a
5 per cent premium to the volume weighted average price of Investec Limited
Shares traded on the JSE over the five trading days prior to Friday, 18
November 2005; or
* retain their Odd-lot holdings.
b) Investec plc Odd-lot Holders who hold less than 100 Investec plc Shares at
the close of business on Record Date, expected to be Friday, 2 December
2005, can elect to:
* sell their Investec plc Shares to Investec plc at a 5 per cent premium to
the volume weighted average price of their Investec plc Shares over the
five trading days prior to Friday, 18 November 2005; or
* retain their Odd-lot holdings.
Members who are both Investec Limited Odd-lot Holders and Investec plc Odd-lot
Holders will be able to participate in both the Investec Limited and Investec
plc portions of the Odd-lot Offer.
Investec Limited Odd-lot Holders and Investec plc Odd-lot Holders recorded on
the South African branch register will be paid in Rand and Investec plc Odd-lot
Holders recorded on the UK share register will be paid in Pounds Sterling.
Odd-lot Holders should note that, should they fail to validly exercise their
election, then their Odd-lot holdings will be sold to Investec and the net
proceeds paid to them (unless, in the case of the Investec plc Odd-lot Offer,
they hold their Investec plc Shares through CREST). Repurchases will be made
pursuant to a specific shareholder authority.
4. SALIENT DATES AND TIMES
2005
Election period for the Odd-lot Offer opens Monday, 24 October
Investec Limited and Investec plc Offer Price Friday, 18 November
finalised and announced on RIS and SENS on
Last day to trade for Investec Limited Members and Friday, 25 November
Investec plc Members on the South African branch
register in order to participate in/be eligible for
the Odd lot Offer on
Last day to trade for Investec plc Members on the UK Tuesday, 29 November
share register in order to participate in/be eligible
for the Odd lot Offer on
Election period for the Odd-lot Offer closes at 12:00 Friday, 2 December
(SA/UK time) on
Record date to determine those Investec Limited Friday, 2 December
Members and Investec plc Members entitled to
participate in the Odd-lot Offer at the close of
business on
Implementation of the Odd-lot Offer takes effect and Monday, 5 December
payment commences from
Notes:
(1) The above dates and times are subject to change. Any changes will be
released on RIS and SENS and published in the South African press.
(2) Odd-lot Holders may not dematerialise or rematerialise their Investec
Limited Shares or their Investec plc Shares recorded on the South
African branch register between Monday, 28 November and Friday, 2
December 2005 both dates inclusive.
(3) Transfers between the UK and South African share registers of Investec
plc may not take place between Monday, 28 November and Friday, 2
December 2005 both dates inclusive.
5. FINANCIAL EFFECTS OF THE ODD-LOT OFFER
The Odd-lot Offer and the potential buyback of Investec Shares by a subsidiary
of Investec Limited and Investec plc will have no significant effect on the
earnings, headline earnings per ordinary share, net asset value or tangible net
asset value per ordinary share of Investec Limited or Investec plc. Any
Investec Shares acquired by Investec pursuant to the terms of the Odd-lot Offer
will be held in treasury and, accordingly, the Odd-lot Offer will have no
effect on the issued ordinary share capital of Investec Limited or Investec
plc.
6. TAKEOVER PROVISIONS
The Investec Directors are proposing amendments to the takeover provisions
contained in the articles of association of both Investec Limited and Investec
plc. These provisions were originally put in place when the DLC structure was
created to seek to ensure that any potential bidder would have to make a bid
for Investec as a whole rather than being able to make a bid for either
Investec Limited or Investec plc alone. The proposed amendments seek to protect
this position whilst ensuring that the provisions in the articles of
association of Investec Limited and Investec plc comply with the EU Takeover
Directive which is due to be brought into effect in the United Kingdom in the
first half of 2006.
7. THE INCENTIVE PLAN
The Investec Directors are proposing the introduction of a new Incentive Plan
for Investec plc. The introduction of this new plan requires the approval of
Investec Members at the Investec General Meetings. In addition, the Investec
Directors are proposing that, conditional on approval of the Investec Plan,
Investec Limited be authorised to establish further plans, based on the
Incentive Plan, for the benefit of Investec Limited employees.
8. GENERAL MEETINGS
The General Meeting of Investec Limited and the Extraordinary General Meeting
of Investec plc, to consider the resolutions required to implement the
Proposals will be held at the offices of Investec Limited, 100 Grayston Drive,
Sandown, Sandton, South Africa, 2196 and at the offices of Investec plc, 2
Gresham Street, London, EC2V 7QP, United Kingdom, respectively. The Investec
General Meetings will be held at 15:00 (SA time) and 13:00 (UK time) on Monday,
14 November 2005.
9. CIRCULAR
A circular containing details of the Proposals will be posted to Investec
Members today, 20 October 2005 and is available under Investor Relations on
Investec's website (www.investec.com). Full details of the action to be taken
by Investec Members in respect of the Investec General Meetings and the
Proposals are set out in the circular.
Enquiries:
Investec plc
Ursula Munitich +44 207 597 5546
Merrill Lynch International +44 207 996 1000 Merrill Lynch South Africa +27 11 305 5555
Peter Tracey Paris Aposporis
Andrew Fairclough
Citigate Dewe Rogerson +44 207 638 9571
Sara Batchelor
Merrill Lynch is acting for Investec and no one else in connection with the
Odd-lot Offer and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Odd-lot Offer and will
not be responsible for providing the protections afforded to its clients nor
for giving advice in relation to the Odd-lot Offer or any transaction or
arrangement referred to, or information contained in this announcement.
The Odd-lot Offer is not being made, directly or indirectly, in or into the
United States, Canada, Australia or Japan or any other jurisdiction where to do
so would constitute a violation of the laws of such jurisdiction. Odd-lot
Holders may not tender Investec Shares into the Odd-lot Offer by any means from
within the United States, Canada, Australia or Japan or any other jurisdiction
where 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
mails or by any means or instrumentality (including without limitation,
facsimile transmission, telephone and the internet) of interstate or foreign
commerce, or any facility of a national securities exchange, of the United
States, Canada, Australia or Japan. Accordingly, copies of this announcement or
any accompanying documents are, subject to certain exceptions, not being,
directly or indirectly, mailed or otherwise distributed, forwarded or
transmitted in, into or from the United States. Any persons receiving such
documents (including, without limitation, custodians, nominees and trustees)
should observe these restrictions and should not, subject to certain
exceptions, mail or otherwise distribute, forward or transmit them in, into or
from the United States or any other jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or use such means,
instrumentality or facility in connection with the Odd-lot Offer, and so doing
may render invalid any related purported acceptance of the Odd-lot Offer. Any
persons (including, without limitation, custodians, nominees and trustees) who
would or otherwise intend to, or may have a contractual or other legal
obligation to, forward this announcement or any accompanying documents to the
United States should seek appropriate advice before taking any action.
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