Wrap Text
Distribution of circular and notices of shareholders' meetings in respect of the offer to preference shareholders
INVESTEC BANK LIMITED
Incorporated in the Republic of South Africa
(Registration number 1969/004763/06)
JSE share code: INLP
ISIN: ZAE000048393
LEI No.: 549300RH5FFHO48FXT69
("Investec Bank" or "the Company")
DISTRIBUTION OF CIRCULAR AND NOTICES OF SHAREHOLDERS' MEETINGS IN RESPECT OF THE
OFFER TO INVESTEC BANK PREFERENCE SHAREHOLDERS TO ACQUIRE ALL, OR ALTERNATIVELY
A PORTION OF, THEIR PREFERENCE SHARES, TO BE IMPLEMENTED BY WAY OF A SCHEME OF
ARRANGEMENT OR A STANDBY GENERAL OFFER
Unless otherwise defined in this announcement, words and expressions contained herein shall have the same
meanings as assigned to them in the Circular.
1. INTRODUCTION
1.1. Investec Bank shareholders ("Shareholders") are referred to the firm intention announcement
published on the Stock Exchange News Service ("SENS") of the JSE Limited ("JSE") on Friday,
29 October 2021 ("Firm Intention Announcement"), advising them that the board of directors
of Investec Bank ("Board") had resolved to propose a repurchase of all, or alternatively a
portion of, the non-redeemable, non-cumulative, non-participating, preference shares with a
par value of 1c issued by Investec Bank ("Preference Shares") by way of two separate, but
concurrent offers ("Proposed Repurchase"), comprising:
1.1.1. an offer to all of the holders of Preference Shares ("Preference Shareholders")
to repurchase all their Preference Shares ("Scheme Shares") for a cash
consideration of R99.52 per Scheme Share ("Scheme Consideration"), in
accordance with the provisions of sections 114(1) and section 115(2)(a), of the
Companies Act, 71 of 2008, as amended, ("Companies Act"), by way of a
scheme of arrangement ("Scheme"), which, if successfully implemented will
result in all Preference Shares being repurchased, cancelled and removed from
the issued Preference Shares of Investec Bank and subsequently delisted from
the securities exchange operated by the JSE; or
1.1.2. alternatively, a general offer ("Standby Offer") by Investec Bank to Preference
Shareholders, to acquire all (or a portion) of their Preference Shares ("Standby
Offer Shares") for a cash consideration of R95.54 per Standby Offer Share
("Standby Offer Consideration"), in accordance with the provisions of sections
48(8)(a), 48(8)(b), 114 and 115 of the Companies Act, which Standby Offer may
be accepted or rejected by Preference Shareholders (in whole or in part) and
which will be implemented only if the Scheme fails and, if successfully
implemented, will result in only those Preference Shares which have been
voluntarily tendered being repurchased, cancelled and removed from the issued
Preference Shares of Investec Bank, and the subsequent delisting of those
repurchased Preference Shares from the securities exchange operated by the JSE.
1.2. The Scheme Consideration comprises of R99.30 payable from "Contributed Tax Capital"
("CTC") (as defined in section 1 of the Income Tax Act) and 22 cents from income reserves.
The portion payable from income reserves will be classified as a dividend and is subject to
South African dividend tax ("Dividend Tax") of 20% (subject to any available exemptions as
legislated). The net dividend amounts to 17.6 cents per Preference Share for shareholders
liable to pay the Dividend Tax and 22 cents per Preference Share for shareholders exempt from
paying the Dividend Tax. Investec Bank Limited's tax reference number is: 9675/053/71/5.
There are 14 917 559 Preference Shares in the issued share capital of Investec Bank.
1.3. The Standby Offer Consideration will be payable from CTC.
1.4. The Scheme and the Standby Offer are proposed concurrently on the basis that the
implementation of the Standby Offer will be conditional upon, amongst others, the Scheme
not becoming unconditional and operative. In the event that the Scheme becomes
unconditional and operative, the Standby Offer will lapse. Alternatively, if the Scheme does
not become unconditional and operative, the Standby Offer will become applicable.
1.5. As noted in the Firm Intention Announcement, the Scheme and the Standby Offer are each
subject to the fulfilment or waiver (as the case may be) of certain suspensive conditions,
including, amongst others, all necessary Shareholder approvals and/or resolutions as may be
necessary to give effect to the Scheme and the Standby Offer, respectively.
2. DISTRIBUTION OF THE CIRCULAR AND NOTICES CONVENING THE GENERAL MEETING
AND THE MEETING OF PREFERENCE SHAREHOLDERS
2.1. A circular ("Circular") providing full details of the Scheme and the Standby Offer, and
containing notices of the meeting of Preference and Ordinary Shareholders ("General
Meeting") and the meeting of the Preference Shareholders ("Meeting of Preference
Shareholders"), the Independent Expert's Report, the recommendations of the Independent
Board, the salient dates and times relating to the Scheme and the Standby Offer and the
necessary forms in order to effect the Scheme and the Standby Offer, was distributed to
Shareholders today, Wednesday, 3 November 2021.
2.2. The Circular is also available on Investec Bank's website:
https://www.investec.com/en_za/welcome-to-investec/about-us/investor-relations/presentations-and-announcements/circulars.html.
2.3. The General Meeting and the Meeting of Preference Shareholders (collectively the
"Meetings") will be held as follows:
2.3.1. The General Meeting will be held entirely by way of electronic communication at
10h00 on Thursday, 2 December 2021 (or any other adjourned or postponed
date and time in accordance with the provisions of section 64 of the Companies
Act and the MOI); and
2.3.2. The Meeting of Preference Shareholders will be held entirely by way of electronic
communication at the later of 10h30 or the conclusion of the General Meeting on
Thursday, 2 December 2021 (or any other adjourned or postponed date and time
in accordance with the provisions of section 64 of the Companies Act and the
MOI).
3. ELECTRONIC PARTICIPATION
3.1. In light of the restrictions on public gatherings pursuant to the regulations issued in terms of
section 27(2) of the Disaster Management Act 57 of 2002 arising from the Covid-19 pandemic, the Company
chose to have the Meetings conducted entirely by electronic communication.
3.2. The electronic meeting facilities will permit the Ordinary and Preference Shareholders (in
respect of the General Meeting), and the Preference Shareholders, (in respect of the Meeting
of Preference Shareholders), to be able to communicate concurrently with any participants at
the Meetings without an intermediary, and to participate reasonably effectively in the Meetings.
Voting via the electronic facility will be the only method available to vote at the Meetings.
Investec Bank has retained the services of Lumi Technologies SA (Pty) Ltd to host the
Meetings on an interactive electronic platform to facilitate remote participation and voting using
either a smartphone, tablet or computer.
3.3. Should the relevant Shareholders wish to participate in the Meetings they will be required to
pre-register their personal details by registering online at www.smartagm.co.za by no later
than 10h00 on Tuesday, 30 November 2021.
3.4. Full details regarding registration and participation are provided in the Circular under the
heading "Electronic Participation".
4. IMPORTANT DATES AND TIMES
2021
Last Practicable Date Wednesday, 27 October
Posting Record Date to be eligible to receive the Circular and the Notices Friday, 29 October
Posting of the Circular and the Notices on Wednesday, 3 November
Announcement confirming: (i) publication of the Circular on Investec Bank's
website and (ii) posting of the Circular and the Notices, released on SENS on Wednesday, 3 November
Announcement confirming: (i) publication of the Circular on Investec Bank's
website and (ii) posting of the Circular and the Notices, published in the South
African press on Thursday, 4 November
The Standby Offer Opening Date Thursday, 4 November
Last day to trade Shares in order for Shareholders to be recorded in the
Register on the Meetings Record Date Tuesday, 23 November
Meetings Record Date to be eligible to vote at the General Meeting and the
Meeting of Preference Shareholders Friday, 26 November
For administrative purposes only, last day and time to lodge Forms of Proxy
(blue) and Forms of Proxy (green) with the Transfer Secretaries by 10h00 on Tuesday, 30 November
Suggested last day to register to participate in the General Meeting and the
Meeting of Preference Shareholders electronically by 10h00 on Tuesday, 30 November
Last day for any Shareholder to deliver written notice to Investec Bank
objecting to the Scheme Resolution or Section 48(8)(b) Resolution in
accordance with section 164(3) of the Companies Act before the Scheme
Resolution or the Section 48(8)(b) Resolution, as the case may be, is to be
voted on at the General Meeting Thursday, 2 December
General Meeting to be held entirely by way of electronic communication at
10h00 on Thursday, 2 December
Meeting of Preference Shareholders to be held entirely by way of electronic
communication at the later of 10h30 or immediately after the conclusion of the
General Meeting on Thursday, 2 December
Results of the General Meeting and the Meeting of Preference Shareholders
released on SENS on Thursday, 2 December
Results of the General Meeting and the Meeting of Preference Shareholders
published in the South African press on Friday, 3 December
Last date for Shareholders who voted against the Scheme Resolution or the
Section 48(8)(b) Resolution to require Investec Bank to seek Court approval for
the implementation of the Scheme Resolution or the Section 48(8)(b)
Resolution in terms of section 115(3)(a) of the Companies Act, if the requisite
special resolutions in terms of section 115(2)(a) of the Companies Act were
opposed by at least 15% of the voting rights that were exercised Thursday, 9 December
Last date for Shareholders who voted against the Scheme Resolution or the
Section 48(8)(b) Resolution to apply to Court for a review of the Scheme
Resolution or the Section 48(8)(b) Resolution in terms of section 115(3)(b) of
the Companies Act Friday, 17 December
Last date for Investec Bank to give notice of adoption of the Scheme
Resolution or the Section 48(8)(b) Resolution in terms of section 164(4) of the
Companies Act to the Shareholders who delivered written notices to Investec
Bank objecting to the Scheme Resolution or the Section 48(8)(b) Resolution in
accordance with section 164 of the Companies Act and have neither withdrawn
that notice nor voted in support of the Scheme Resolution or the Section
48(8)(b) Resolution. Friday, 17 December
If no Shareholders exercise their rights in terms of section 115(3) of the
Companies Act
TRP compliance certificate delivered in terms of section 121(b)(i) of the
Companies Act Monday, 20 December
If the Scheme Resolution is duly approved by Shareholders at the
General Meeting, no Shareholders exercise their rights in terms of
section 115(3) of the Companies Act and all other Scheme Conditions
Precedent are fulfilled (or waived, where such conditions are capable of
waiver):
Scheme Finalisation Date announcement expected to be released on SENS on Monday, 20 December
Scheme Finalisation Date announcement published in the South African press on Tuesday, 21 December
Expected Scheme last day to trade Preference Shares in order for Preference
Shareholders to be recorded in the Register on the Scheme Record Date to
receive the Scheme Consideration on Tuesday, 28 December
Expected suspension of listing of Preference Shares from the Main Board of
the JSE at commencement of trading on Wednesday, 29 December
Last day to deliver Form of Surrender (pink) in respect of the Scheme and
Documents of Title (in order to receive the Scheme Consideration on the
Scheme Operative Date) to be received by the Transfer Secretaries, which is
expected to be by 12h00 on Friday, 31 December
Expected Scheme Record Date, being the date and time on which Preference
Shareholders must be recorded in the Register to receive the Scheme
Consideration, which is expected to be by 17h00 on Friday, 31 December
Expected Scheme Operative Date on Monday, 3 January
Dematerialised Scheme Participants expected to have their accounts (held at
their CSDP or Broker) debited with the Scheme Shares and credited with the
Scheme Consideration on Monday, 3 January
Expected date of settlement of the Scheme Consideration to be paid
electronically to Certificated Scheme Participants (if the Form of Surrender
(pink) in respect of the Scheme and Documents of Title are received by the
Transfer Secretaries by 12h00 on the Scheme Record Date) on Monday, 3 January
Expected termination of listing of the Preference Shares from the Main Board
of the JSE at the commencement of trade on Tuesday, 4 January
If the Scheme Conditions Precedent are not fulfilled (or waived, where
such conditions are capable of waiver) and the Scheme does not become
operative, the Standby Offer Conditions Precedent are fulfilled (or
waived, where such conditions are capable of waiver) and assuming no
Preference Shareholders exercise their rights in terms of section 115(3)
of the Companies Act:
The Standby Offer Finalisation Date announcement expected to be released
on SENS on Monday, 20 December
The Standby Offer Finalisation Date announcement expected to be published
in the South African press on Tuesday, 21 December
Expected Standby Offer last day to trade Preference Shares in order for
Eligible Shareholders to be recorded in the Register on the Standby Offer
Record Date to participate in the Standby Offer and thereby receive the
Standby Offer Consideration Tuesday, 28 December
Preference Shares trade "ex" the right to participate in the Standby Offer on Wednesday, 29 December
Expected Standby Offer Record Date to determine who is eligible to participate
in the Standby Offer and thereby receive the Standby Offer Consideration Friday, 31 December
Expected Standby Offer Closing Date at 12h00 on Friday, 31 December
Results of the Standby Offer released on SENS on Monday, 3 January
Expected date of settlement of the Standby Offer Consideration to be paid
electronically to Certificated Standby Offer Participants who accepted the
Standby Offer (if the Form of Acceptance and Surrender (yellow) in respect of
the Standby Offer and Documents of Title are received by the Transfer
Secretaries on or before 12h00 on the Standby Offer Closing Date) Monday, 3 January
Dematerialised Standby Offer Participants expected to have their accounts
held at their Broker or CSDP debited with the Standby Offer Shares and
credited with the Standby Offer Consideration on Monday, 3 January
Results of the Standby Offer published in the South African press on Tuesday, 4 January
Expected termination of listing of those Preference Shares repurchased in
terms of the Standby Offer on the Main Board of the JSE at the
commencement of trade on Tuesday, 4 January
Notes:
1. All dates and times above and quoted generally in this announcement are South African dates and times, unless otherwise stated.
2. These dates and times are subject to amendment by Investec Bank (and, to the extent necessary, with the approval of the JSE,
the TRP and other regulatory authorities). The dates have been determined based on certain assumptions regarding the date by
which Shareholder and regulatory approvals will be obtained and that no Court approval or review of the Scheme Resolution or the
Section 48(8)(b) Resolution will be required. Any such amendment of the dates and times will be released on SENS and published
in the South African press.
3. Preference Shareholders should note that as transactions in Preference Shares are settled in the electronic settlement system
used by Strate, settlement of trades takes place 3 Business Days after such trade. Therefore, Preference Shareholders who acquire
Preference Shares after close of trade on Tuesday, 23 November 2021 will not be eligible to participate and vote at the General
Meeting or the Meeting of Preference Shareholders.
4. For the purpose of being eligible to participate in the Scheme, no Dematerialisation or re-materialisation of Preference Shares may
take place after the last day to trade Preference Shares for the Scheme. For the purpose of being eligible to participate in the
Standby Offer, no Dematerialisation or re-materialisation of Preference Shares may take place from the date the Preference
Shares trade "ex" the right to participate in the Standby Offer to the Standby Offer Record Date, both days inclusive.
5. If the General Meeting or the Meeting of Preference Shareholders is adjourned or postponed, the above dates and times will
change, but the applicable Form of Proxy (blue) submitted for the General Meeting and the Form of Proxy (green) submitted for
the Meeting of Preference Shareholders, as the case may be, will remain valid in respect of any postponement prior to convening,
adjournment or postponement of the General Meeting or the Meeting of Preference Shareholders, as the case may be.
6. Any Form of Proxy (blue) or Form of Proxy (green) not delivered to the Transfer Secretaries by the date and time stipulated herein
may be sent by email to the Transfer Secretaries before such Shareholder's voting rights are exercised at the General Meeting (or
any adjournment or postponement thereof) or the Meeting of Preference Shareholders (or any adjournment or postponement
thereof), respectively.
5. RESPONSIBILITY STATEMENTS
The Independent Board and the Board, individually and collectively, accept full responsibility for the
accuracy of the information contained in this announcement which relates to Investec Bank, the
Scheme and the Standby Offer, and certify that, to the best of their knowledge and belief, such
information is true, and that announcement does not omit any facts that would make any of the
information false or misleading or would be likely to affect the importance of any information contained
in this announcement. The Independent Board and the Board have made all reasonable enquiries to
ascertain that no facts have been omitted and that this announcement contains all information
required by law.
Sandton
3 November 2021
CORPORATE ADVISOR AND SPONSOR
Investec Bank Limited
INDEPENDENT SPONSOR
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
LEGAL ADVISOR
Cliffe Dekker Hofmeyr
INDEPENDENT EXPERT
BDO Corporate Finance Proprietary Limited
TRANSFER SECRETARY
Computershare Investor Services Proprietary Limited
Date: 03-11-2021 12:30:00
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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.
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