Wrap Text
Finalisation announcement of the offer to IBL Preference shareholders to acquire all of their Preference shares
INVESTEC BANK LIMITED
Incorporated in the Republic of South Africa
(Registration number 1969/004763/06)
JSE share code: INLP
ISIN: ZAE000048393
LEI No.: 549300RH5FFHO48FXT69
(“IBL” or “Investec Bank” or “the Company”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE OFFER TO IBL PREFERENCE
SHAREHOLDERS TO ACQUIRE ALL OF THEIR PREFERENCE SHARES, TO BE IMPLEMENTED BY
WAY OF A SCHEME OF ARRANGEMENT
Unless otherwise defined in this announcement, words and expressions contained herein shall have the same
meanings as assigned to them in the Circular dated Wednesday, 3 November 2021.
1. BACKGROUND
IBL shareholders (“Shareholders”) are referred to the announcement published on the Stock
Exchange News Service of JSE Limited (“SENS”) on Friday, 29 October 2021, advising them that the
board of directors of IBL 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 each of
IBL (“Preference Shares”) by way of two separate but concurrent offers (“Proposed Repurchase”).
At the General Meeting and the Meeting of Preference Shareholders, both held on Thursday, 2
December 2021, all the resolutions to approve and give effect to the Scheme, were passed by the
requisite majority of Shareholders.
The Board and the Independent Board are pleased to announce that all of the Scheme Conditions
Precedent have now been fulfilled and that the Scheme has accordingly become unconditional with
effect from Monday, 20 December 2021. IBL will proceed with the implementation of the Scheme and
consequently the Standby Offer has lapsed.
2. CONFIRMED IMPORTANT DATES AND TIMES
The Scheme will be implemented in accordance with the following important dates and times:
2021
Scheme Finalisation Date announcement published in the South
African press on Tuesday, 21 December
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
Suspension of listing of Preference Shares from the Main Board of
the JSE at commencement of trading on Wednesday, 29 December
Last day for Certificated Shareholders 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 by
12h00 on Friday, 31 December
2021
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 by 17h00 on Friday, 31 December
Scheme Operative Date on Monday, 3 January 2022
Dematerialised Scheme Participants 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 2022
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 2022
Termination of listing of the Preference Shares from the Main
Board of the JSE at the commencement of trade on Tuesday, 4 January 2022
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). 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.
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.
3. RESPONSIBILITY STATEMENTS
The Independent Board and the Board, individually and collectively, accept full responsibility for the
accuracy of the information contained in this announcement and certify that, to the best of their
knowledge and belief, such information is true, and that this 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
20 December 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: 20-12-2021 11:00:00
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