Investec
Limited Incorporated in the
Republic of South Africa
Registration number 1925/002833/06
JSE share code: INL
JSE hybrid code: INPR
JSE debt code: INLV
NSX share code: IVD
BSE share code: INVESTEC
ISIN: ZAE000081949
LEI: 213800CU7SM6O4UWOZ70
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Investec
plc Incorporated in England
and Wales
Registration number 3633621
LSE share code: INVP
JSE share code: INP
ISIN: GB00B17BBQ50
LEI: 2138007Z3U5GWDN3MY22
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NOT FOR
DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO,
THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE
NORTHERN MARIANA ISLANDS) OR IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW)
As part of the dual listed company structure,
Investec plc and Investec Limited notify both the London Stock
Exchange and the JSE Limited of matters which are required to be
disclosed under the Listing Rules of the United Kingdom Financial
Conduct Authority and/or the JSE Listing Requirements.
21 February 2024
LAUNCH OF TENDER
OFFER
Investec plc
announces Tender Offer for its £250,000,000 Fixed Rate Reset
Perpetual Additional Tier 1 Write Down Capital
Securities
Investec plc (the "Company") announces today an invitation
to holders of its £250,000,000 Fixed Rate Reset Perpetual
Additional Tier 1 Write Down Capital Securities (ISIN:
XS1692045864) (the "Securities") to tender such Securities
for purchase by the Company for cash (the "Offer").
The Offer is being made on the terms and
subject to the conditions (including, without limitation, the New
Financing Condition) contained in a tender offer memorandum
dated 21 February 2024 (the "Tender Offer Memorandum") prepared by
the Company and is subject to the offer restrictions set out below
and as more fully described in the Tender Offer
Memorandum.
For detailed terms of the Offer, please refer
to the Tender Offer Memorandum, copies of which are (subject to
distribution restrictions) available from the Tender Agent as set
out below. Capitalised terms used in this announcement but not
defined have the meanings given to them in the Tender Offer
Memorandum.
Rationale for the
Offer
The Offer and the proposed issue of
Sterling-denominated Fixed Rate Reset Perpetual Additional Tier 1
Write Down Capital Securities (the "New Securities") are part of the
Group's active management of its debt profile and capital base. The
net proceeds of the issue of the New Securities will be used for
general corporate purposes of the Group (which may include, without
limitation, financing the repurchase of some or all of the
Securities pursuant to the Offer).
Any Securities acquired by the Company pursuant
to the Offer will be cancelled and will not be re-issued or
re-sold.
Summary of the Offer
Description of the Securities
|
ISIN
|
Outstanding principal amount
|
Optional Redemption Date and
First Reset Date[1]
|
Coupon to
First Reset Date1
|
Purchase
Price
|
Amount
subject to the Offer
|
Fixed
Rate Reset Perpetual Additional Tier 1 Write Down Capital
Securities
|
XS1692045864
|
£250,000,000
|
5
December 2024
|
6.75 per
cent. per annum
|
99.00 per
cent.
|
Any and
all
|
Details of the Offer
Purchase Price and Accrued Interest
Payment
Subject to the satisfaction or waiver of the
New Financing Condition (as defined below), the Company will, on
the Settlement Date, pay for any Securities validly tendered and
accepted for purchase by it pursuant to the Offer a cash purchase
price for such Securities (the "Purchase Price") equal to 99.00 per
cent. of the principal amount of the relevant Securities. The
Company will also pay an Accrued Interest Payment in respect of any
Securities accepted for purchase pursuant to the Offer.
New
Financing Condition; No Obligation to accept
tenders
The Company announced today its intention to
issue the New Securities, subject to market conditions.
The Company is not under any obligation to
accept any tender of Securities for purchase pursuant to the Offer.
The acceptance for purchase by the Company of Securities tendered
pursuant to the Offer is at the sole and absolute discretion of the
Company and tenders may be rejected by the Company for any
reason.
The purchase of any Securities by the Company
pursuant to the Offer is also subject, without limitation, to the
successful completion (in the sole determination of the Company) of
the issue of the New Securities (the "New Financing Condition").
Any acceptance
by the Company prior to satisfaction of the New Financing Condition
of Securities tendered for purchase in the Offer shall be
conditional upon satisfaction or waiver of the New Financing
Condition.
The Company reserves the right at any time to
waive any or all of the conditions of the Offer (including the New
Financing Condition) as set out in the Tender Offer
Memorandum.
Any
investment decision to purchase any New Securities should be made
solely on the basis of the information contained in the Prospectus
and no reliance is to be placed on any representations other than
those contained in the Prospectus. Subject to compliance with all
applicable securities laws and regulations, a preliminary version
of the Prospectus dated the date of the Tender Offer Memorandum
(the "Preliminary
Prospectus") is available from the Dealer Managers, in their
capacity as joint lead managers of the issue of the New Securities
(the "Joint Lead
Managers"), on request. Holders who may wish to subscribe
for New Securities should carefully consider all of the information
in the Preliminary Prospectus and (once published) the Prospectus,
including (but not limited to) the risk factors
therein.
The New
Securities are not being, and will not be, offered or sold in the
United States. Nothing in this announcement or the Tender Offer
Memorandum constitutes an offer to sell or the solicitation of an
offer to buy the New Securities in the United States or any other
jurisdiction. Securities may not be offered, sold or delivered in
the United States absent registration under, or an exemption from
the registration requirements of the United States Securities Act
of 1933, as amended (the "Securities Act").
The New
Securities have not been, and will not be, registered under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold or
delivered, directly or indirectly, in the United States or to, or
for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act).
The New
Securities are complex financial instruments and are not a suitable
or appropriate investment for all investors. In some jurisdictions,
regulatory authorities have adopted or published laws, regulations
or guidance with respect to the offer or sale of securities such as
the New Securities to retail investors. Potential investors in the
New Securities should inform themselves of, and comply with, any
applicable laws, regulations or regulatory guidance with respect to
any resale of the New Securities (or any beneficial interests
therein).
The New
Securities have and shall only be offered in conformity with the
provisions of the Prospectus and the selling restrictions and, if
applicable, the exemption wording, contained therein. The ability
to purchase New Securities is subject to all applicable securities
laws and regulations in force in any relevant jurisdiction
(including the jurisdiction of the relevant Holder and the selling
restrictions and, if applicable, the exemption wording, that will
be set out in the Prospectus). It is the sole responsibility of
each Holder to satisfy itself that it is eligible to purchase the
New Securities.
No action has
been or will be taken in any jurisdiction in relation to the New
Securities to permit a public offering of securities. UK MiFIR
professionals/ECPs-only - Manufacturer target market (UK MiFIR
product governance) is eligible counterparties and professional
clients only (all distribution channels). No EU PRIIPs or UK PRIIPs
key information document has been prepared as not available to
retail in EEA or the UK, as applicable. No sales to retail clients
(as defined in COBS 3.4) in the UK (as further discussed in the
Tender Offer Memorandum).
New
Securities Priority Allocation
The Company will, in connection with the
allocation of the New Securities, consider among other factors
whether or not the relevant investor seeking an allocation of the
New Securities has - prior to pricing and allocation of the New
Securities - validly tendered or indicated its firm intention to
any of the Dealer Managers to tender their Securities (and the
principal amount of Securities such investor has tendered or
intends to tender) and to any of the Dealer Managers (in its
capacity as a Joint Lead Manager) to subscribe for New Securities.
Therefore, a Holder that wishes to subscribe for New Securities in
addition to validly tendering Securities for purchase pursuant to
the Offer may, at the sole and absolute discretion of the Company,
receive priority in the allocation of the New Securities, subject
to the terms set out in the Tender Offer Memorandum, the
satisfaction or waiver of the New Financing Condition and such
Holder also making a separate application for the purchase of such
New Securities to a Dealer Manager (in its capacity as Joint Lead
Manager) in accordance with the standard new issue procedures of
such manager. However the Company is not obliged to allocate the
New Securities to a Holder who has validly tendered or indicated a
firm intention to tender Securities pursuant to the Offer; and if
New Securities are allocated to a Holder the principal amount
thereof may be less (or more) than the aggregate principal amount
of the Securities validly tendered by such Holder in the Offer and
accepted for purchase by the Company. Any such priority allocation
will also take into account (among other factors) the denominations
of the New Securities, being a minimum of £200,000 and integral
multiples of £1,000 in excess thereof. To contact the Dealer
Managers, Holders should use the contact details below.
All allocations of the New Securities, while
being considered by the Company as set out above, will be made in
accordance with customary new issue allocation processes and
procedures in the sole and absolute discretion of the Company. In
the event that a Holder validly tenders Securities pursuant to the
Offer, such Securities will remain subject to such tender and the
conditions of the Offer as set out in the Tender Offer Memorandum
irrespective of whether that Holder receives all, part or none of
any allocation of New Securities for which it has
applied.
Existing
Holders should note that the pricing and allocation of the New
Securities are expected to take place prior to the Expiration
Deadline for the Offer, and any Holder who wishes to subscribe for
New Securities in addition to tendering their Securities for
purchase pursuant to the Offer should therefore provide, as soon as
practicable, to the Company or any Dealer Manager an indication of
its firm intention to tender their Securities for purchase and the
principal amount of the Securities that it intends to tender
pursuant to the Offer.
Any
and All Offer
If the Company decides to accept any Securities
for purchase, subject to satisfaction or waiver of the New
Financing Condition on or prior to the Settlement Date, the Company
intends to accept for purchase pursuant to the Offer all validly
tendered Securities in full, with no pro rata scaling (the final amount
accepted for purchase pursuant to the Offer being the "Final Acceptance Amount").
Indicative Offer
Timetable
Events
|
|
Date and time
(all times are London
time)
|
Commencement
of the Offer
Announcement of the Offer and intention of the
Company to issue the New Securities. Tender Offer Memorandum
available from the Tender Agent.
|
|
21 February
2024
|
Pricing of the
New Securities
Expected pricing of the New
Securities.
|
|
Expected to be prior
to the Expiration Deadline
|
Expiration
Deadline
Final deadline for receipt of valid Tender
Instructions by the Tender Agent in order for Holders to be able to
participate in the Offer.
|
|
4.00 p.m. (London
time) on 28 February 2024
|
Results
Announcement
Announcement by the Company of whether it will
accept (conditional upon satisfaction of the New Financing
Condition on or prior to the Settlement Date) valid tenders of
Securities for purchase pursuant to the Offer and, if so accepted
(i) the Final Acceptance Amount, (ii) the expected Settlement Date
and (iii) the aggregate principal amount of Securities that will
remain outstanding after the Settlement Date (if any).
|
|
As soon as reasonably
practicable on the Business Day following the Expiration
Deadline
|
Settlement
Date
Subject to satisfaction or waiver of the New
Financing Condition, payment of the Purchase Price and Accrued
Interest Payment for any Securities accepted for purchase and
settlement of such purchases.
|
|
Expected to be on or
around
1 March 2024
|
The above
dates and times are subject, where applicable, to the right of the
Company to extend, re-open, amend, waive any condition of and/or
terminate the Offer. Holders are advised to check with any bank,
securities broker or other intermediary through which they hold
Securities whether such intermediary would require to receive
instructions to participate in the Offer before the deadlines
specified above. The deadlines set
by each Clearing System and instructions for the submission of
Tender Instructions will also be earlier than the relevant
deadlines above.
Holders are
advised to read carefully the Tender Offer Memorandum for full
details of and information on the procedures for participating in
the Offer.
Citigroup Global Markets Limited, J.P. Morgan
Securities and Lloyds Bank Corporate Markets plc are acting as
Dealer Managers for the Offer and Kroll Issuer Services Limited is
acting as Tender Agent.
Questions and requests for assistance in
connection with the Offer may be directed to the Dealer
Managers.
|
Dealer
Managers
|
|
Citigroup Global Markets
Limited
Citigroup
Centre
33 Canada
Square
Canary
Wharf
London
E14 5LB
Telephone: +44 20 7986 8969
Email:
liabilitymanagement.europe@citi.com
Attention: Liability Management Group
|
|
J.P. Morgan Securities
plc
25 Bank
Street
Canary
Wharf
London
E14 5JP
Telephone: +44 20 7134 2468
Email: liability_management_EMEA@jpmorgan.com
Attention: EMEA Liability Management Group
|
Lloyds Bank Corporate Markets
plc
10
Gresham Street
London
EC2V 7AE
Telephone: +44 207 158 1726 / 3939
Email:
lbcmliability.management@lloydsbanking.com
Attention: Liability Management
|
Questions
and requests for assistance in connection with the procedures for
participating in the Offer, including the delivery of Tender
Instructions, may be directed to the Tender Agent.
|
The Tender
Agent
Kroll Issuer Services
Limited
The
Shard
32 London
Bridge Street
London
SE1 9SG
Attention: Owen Morris
Telephone: +44 20 7704 0880
Email:
investec@is.kroll.com
Website:
https://deals.is.kroll.com/investec
|
This announcement is released by Investec plc
and contains information that qualified or may have qualified as
inside information for the purposes of Article 7 of Regulation (EU)
596/2014 ("MAR"), as it
forms part of domestic law of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR"), encompassing information
relating to the Offer described above. For the purposes of UK MAR
and Article 2 of the binding technical standards published by the
FCA in relation to MAR as regards Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by David
Miller, Company Secretary at Investec plc.
DISCLAIMER This
announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offer. If any Holder is in
any doubt as to the contents of this announcement and/or the Tender
Offer Memorandum or the action it should take, it is recommended to
seek its own financial, regulatory and legal advice, including in
respect of any tax consequences, immediately from its broker, bank
manager, solicitor, accountant or other independent financial,
regulatory, tax or legal adviser. Any individual or company whose
Securities are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity
if it wishes to tender such Securities pursuant to the Offer. The
Dealer Managers are acting exclusively for the Company and no one
else in connection with the arrangements described in this
announcement and the Tender Offer Memorandum and will not be
responsible to any Holder for providing the protections which would
be afforded to customers of the Dealer Managers or for advising any
other person in connection with the Offer. None of the Company, the
Dealer Managers or the Tender Agent has made or will make any
assessment of the merits and risks of the Offer or of the impact of
the Offer on the interests of the Holders either as a class or as
individuals, and none of them makes any recommendation as to
whether Holders should tender Securities pursuant to the Offer.
None of the Company, the Dealer Managers or the Tender Agent (or
any of their respective directors, employees or affiliates) is
providing Holders with any legal, business, tax or other advice in
this announcement and/or the Tender Offer Memorandum. Holders
should consult with their own advisers as needed to assist them in
making an investment decision and to advise them whether they are
legally permitted to tender Securities for cash.
OFFER AND
DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer
Memorandum constitutes an invitation to participate in the Offer in
any jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or to participate in the Offer
under applicable securities laws. The distribution of this
announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum
come(s) are required by each of the Company, the Dealer Managers
and the Tender Agent to inform themselves about, and to observe,
any such restrictions. Neither this announcement nor the Tender
Offer Memorandum constitutes an offer to buy or a solicitation of
an offer to sell the Securities (and tenders of Securities in the
Offer will not be accepted from Holders) in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer and any Dealer
Manager or any of their respective affiliates is such a licensed
broker or dealer in any such jurisdiction, the Offer shall be
deemed to be made by such Dealer Manager or such affiliate, as the
case may be, on behalf of the Company in such
jurisdiction.
Nothing in this announcement nor the Tender
Offer Memorandum or the electronic transmission thereof constitutes
an offer to sell or the solicitation of an offer to buy the New
Securities in the United States or any other
jurisdiction.
United
States
The Offer is not being made, and will not be
made, directly or indirectly in or into, or by use of the mail of,
or by any means or instrumentality of interstate or foreign
commerce of or of any facilities of a national securities exchange
of, the United States. This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The
Securities may not be tendered in the Offer by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States. Accordingly,
copies of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer are not being,
and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to any persons located or resident in the United
States. Any purported tender of Securities in the Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Securities made by, or by
any person acting for the account or benefit of, a person located
in the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will
not be accepted. The New Securities have not been, and will not be,
registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States, and may not be
offered, sold or delivered, directly or indirectly, in the United
States or to, or for the account or benefit of, U.S.
persons.
Each Holder participating in the Offer will
represent that it is not located in the United States and is not
participating in such Offer from the United States, or it is acting
on a non-discretionary basis for a principal located outside the
United States that is not giving an order to participate in such
Offer from the United States. For the purposes of this and the
above paragraph, United States means the United States of America,
its territories and possessions (including Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands), any state of the United States of America and the
District of Columbia.
United
Kingdom
The communication of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Offer in respect of the Securities is not being
made and such documents and/or materials have not been approved by
an authorised person for the purposes of section 21 of the
Financial Services and Markets Act 2000, as amended. Accordingly,
such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom,
and are only for circulation to persons outside the United Kingdom
or to persons within the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order")), or within Article 43(2) of
the Order, or within Article 49(2)(a) to (d) of the Order, or to
other persons to whom it may lawfully be communicated in accordance
with the Order.
France
The Offer is not being made,
directly or indirectly, in the Republic of France
("France") other
than to qualified investors (investisseurs qualifiés) as defined in
Article 2(e) of Regulation (EU) 2017/1129 (as amended). None of
this announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Offer have been or shall be
distributed in France other than to qualified investors
(investisseurs qualifiés)
and only qualified investors (investisseurs qualifiés) are eligible
to participate in the Offer. This announcement, the Tender Offer
Memorandum and any other document or material relating to the Offer
have not been and will not be submitted for clearance to nor
approved by the Autorité des
marchés financiers.
Italy
None of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer have been or will be submitted to the clearance procedure of
the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws and
regulations.
The Offer is being carried out in the Republic
of Italy as an exempted offer pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of 24 February
1998, as amended (the "Financial
Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"). The Offer is
also being carried out in compliance with article 35-bis, paragraph
7 of the Issuers' Regulation.
A Holder located in the Republic of Italy can
tender Securities through authorised persons (such as investment
firms, banks or financial intermediaries permitted to conduct such
activities in the Republic of Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 20307 of 15 February
2018, as amended from time to time, and Legislative Decree No. 385
of 1 September, 1993, as amended) and in compliance with applicable
laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.
Each intermediary must comply with all
applicable laws and regulations concerning information duties
vis-à-vis its clients in connection with the Securities or the
Offer.
Date: 21 February
2024
Sponsor: Investec
Bank Limited