To view the PDF file, sign up for a MySharenet subscription.

INVESTEC LIMITED - Demerger of Ninety One - Results of general meetings and court meeting

Release Date: 10/02/2020 16:10
Code(s): INL INP     PDF:  
Wrap Text
Demerger of Ninety One - Results of general meetings and court meeting

Investec Limited                                        Investec plc
Incorporated in the Republic of South Africa            Incorporated in England and Wales
Registration number 1925/002833/06                      Registration number 3633621
JSE share code: INL                                     LSE share code: INVP
NSX share code: IVD                                     JSE share code: INP
BSE share code: INVESTEC                                ISIN: GB00B17BBQ50
ISIN: ZAE000081949




As part of the dual listed company structure, Investec plc and Investec Limited (jointly “Investec”)
notify both the London Stock Exchange and the JSE Limited of matters which are required to be
disclosed under the Disclosure Guidance and Transparency Rules and the Listing Rules of the
United Kingdom Listing Authority (the “UKLA”) and/or the JSE Listing Requirements.

Accordingly we advise of the following:



                               INVESTEC PLC AND INVESTEC LIMITED

  DEMERGER OF NINETY ONE RESULTS OF GENERAL MEETINGS AND COURT MEETING



Investec is pleased to announce that at the General Meetings of Investec plc and Investec Limited
(the “General Meetings”) and at the Court Meeting of Investec plc (the “Court Meetings”) held
earlier today in connection with the final processes needed to complete the Demerger of Ninety
One, to be implemented in part by a Court sanctioned scheme of arrangement (the “Scheme”), all
the resolutions proposed were duly passed. Full details of the resolutions are set out in the notices
of the General Meetings and of the Court Meeting contained in the circular to shareholders dated
29 November 2019 (the “Scheme Circular”).

As required by the dual listed company structure, all resolutions proposed at the General Meetings
were treated as Joint Electorate Actions and were decided on a poll of shareholders. Ordinary
shareholders were eligible to vote on resolutions 1, which was proposed as an ordinary resolution,
and ordinary and preference shareholders were eligible to vote on resolution 2, which was
proposed as a special resolution for Investec plc and as an ordinary resolution with a 75% majority
for Investec Limited. Both resolutions were passed by the required majority.

At the Court Meeting, a majority in number of Scheme Shareholders (as defined in the Scheme),
who voted (either in person or by proxy) and who together represented over 75% by value of the
votes cast, voted in favour of the resolution to approve the Scheme. The resolution was
accordingly passed.

The voting results of the General Meetings and the Court Meeting are given below:

GENERAL MEETINGS
                               Votes For       %         Votes       %        TOTAL           Votes     Wit    Result
                                                        Against                             cast as %   hhel
                                                                                             issued      d
                                                                                             capital




     Common Business: Investec plc and Investec Limited




                                                    1
     To approve:

     (i)    the entry into and
            implementation of
            the Proposals; and
     (ii)   the authorisation of
            the directors to                                                               
 1                                 747,735,852   98.18%   13 822 552  1.82%    761 558 404    77.59%  212 399 Carried
            take such actions                                                                  
            as they may
            consider necessary
            or appropriate to
            carry out the
            Proposals

     To approve:

     (i)   the reduction of the
           share premium
           account of Investec
           plc by
           £855,926,402 and
           the repayment of
           such amount;
     (ii) the reduction of
           capital of Ninety
           One plc;
     (iii) the authorisation of                                                             
 2                                 786 063 438   98.25%   13 963 291    1.75%   800 026 729   78.82%  229 484 Carried
           the directors to                                                                    
           take the necessary
           actions to carry the
           Scheme into effect;
           and
     (iv) the amendments to
           the Investec plc
           Articles of
           Association,
           necessary to carry
           the Scheme into
           effect




COURT MEETING

The voting on the resolution to approve the Scheme was taken on a poll and the results were as
follows:

Number of Scheme Shareholders voting: For: 495 (94.65%) Against: 28 (5.35%)

Number of votes: For: 533,643,953 (97.75%) Against: 12,288,333 (2.25%)

Percentage of eligible Scheme Shares voted: For: 76.66% Against: 1.76%



ADDITIONAL INFORMATION ON VOTING AT THE GENERAL MEETINGS

In accordance with the disclosure requirements of the Johannesburg Stock Exchange (“JSE”) the
following additional information is provided on the voting at each of the General Meetings of
Investec plc and Investec Limited:

GENERAL MEETING OF INVESTEC PLC

The voting on the ordinary resolution to approve certain matters in connection with the completion
of the Demerger was taken on a poll and the results were as follows:

Resolution 1
Number of ordinary votes: For: 503,534,503 (97.48%) Against: 13,036,492 (2.52%) Withheld:
171,719

The voting on the special resolution to approve the Scheme and provide for its implementation
(amongst other things) was taken on a poll and the results were as follows:

Resolution 2

Number of ordinary and preference votes: For: 541,814,058 (97.65%) Against: 13,041,552 (2.35%)
Withheld: 179,317



GENERAL MEETING OF INVESTEC LIMITED

The voting on the ordinary resolution to approve certain matters in connection with the completion
of the Demerger was taken on poll and the results were as follows:

Resolution 1

Number of ordinary votes: For 244,201,349 (99.68%) Against: 786,060 (0.32%) Abstained: 40,680

The voting on the ordinary resolution with a 75% majority to approve the Schemes and provide for
their implementation (amongst other things) was taken on a poll and the results were as follows:

Resolution 2

Voting rights (Ordinary voting rights and Preference share voting rights) exercised on Resolution 2
245,171,119 which represent 76.88% of the total voting rights entitled to vote

Number of ordinary and preference share voting rights: For: 244,249,380 (99.62%) Against:
921,739 (0.38%) Abstained: 50,167



Completion of the UK Demerger remains subject to the satisfaction of certain conditions set out in
the Scheme Circular, including the Court sanctioning the Scheme at the Court hearing which is
expected to take place on 4 March 2020, amongst other things. Subject to the fulfilment of such
conditions, the Scheme is expected to become effective on 13 March 2020.

If the Scheme becomes effective, it is expected that on 16 March 2020:

-       Ninety One plc ordinary shares will be admitted 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 subject to a possible secondary inward listing and admission to trading on the
        Main Board of the JSE; and

-       Ninety One Limited ordinary shares will be listed and admitted to trading on the Main
        Board of the JSE.




Other information:

A copy of the special resolution passed at the General Meeting has been submitted to the
Financial Conduct Authority and will shortly be available for inspection on the National Storage
Mechanism at www.morningstar.co.uk/uk/NSM
David Miller                                                Niki van Wyk
Company Secretary                                           Company Secretary
Investec plc                                                Investec Limited

Johannesburg and London

Date: 10 February 2020
Sponsor: Investec Bank Limited




Enquiries:
 Investor Relations
 Investec Group Investor Relations
 Carly Newton
 carly.newton@investec.co.uk
 +44 (0) 207 597 4493

 Ninety One Investor Relations
 Varuni Dharma
 varuni.dharma@investecmail.com
 +44 (0) 203 938 2486

 Sole Global Co-Ordinator, Joint Bookrunner, UK Sponsor and Financial Adviser
 J.P. Morgan Cazenove
 +44 (0) 207 742 4000

 JSE Sponsor
 J.P. Morgan South Africa
 +27 (0) 115 070 300

 Joint Bookrunners
 BofA Merrill Lynch
 +44 (0) 207 628 1000

 Investec Bank
 +44 (0) 207 597 5970

 Financial Adviser
 Fenchurch Advisory Partners
 +44 (0) 207 382 2222

 Media Enquiries
 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

Ninety One PR Advisers
FTI Consulting (UK)
Neil Doyle
+44 (0) 20 3727 1141 | +44 (0) 7771 978 220
neil.doyle@fticonsulting.com

Fletcher Advisory (South Africa)
Daniel Thole
+27 (0) 61 400 2939
daniel@fletcheradvisory.com

Date: 10-02-2020 04:10:00
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.

Share This Story