Director/PDMR Shareholding

RNS Number : 3480A

Investec PLC

06 June 2016

Investec Limited

Incorporated in the Republic of South Africa

Registration number 1925/002833/06

JSE share code: INL

NSX share code: IVD

BSE share code: INVESTEC

ISIN: ZAE000081949

Investec plc

Incorporated in England and Wales

Registration number 3633621

LSE share code: INVP

JSE share code: INP

ISIN: GB00B17BBQ50

(together "Investec")

As part of the dual listed company structure, Investec plc and Investec Limited notify both the London and Johannesburg Stock Exchanges of those interests (and changes to those interests) of (i) directors of both entities and the respective company secretaries, (ii) persons discharging managerial responsibilities (PDMRs) across the group, and (iii) in certain instances the directors of major subsidiaries of Investec Limited, in the securities of Investec plc and Investec Limited which are required to be disclosed under the Disclosure and Transparency Rules of the United Kingdom Listing Authority (the "UKLA") and/or the JSE Listing Requirements.

Accordingly, we advise of the following changes to attributable interests in the ordinary shares of Investec plc and Investec Limited:

TRANSACTIONS IN INVESTEC PLC ORDINARY SHARES OF GBP0.0002 EACH (THE "INVESTEC PLC ORDINARY SHARES")

The following transactions in Investec plc Ordinary Shares are disclosed in compliance with Disclosure and Transparency Rule 3.1.4R (1) (a) and (c):

1. Executive Directors: interests in Investec plc Ordinary Shares

1.1 Award of forfeitable shares to S Koseff, B Kantor and GR Burger (together the "Executive Directors")

On 2 June 2016 and pursuant to the Executive Directors' remuneration policy approved by shareholders, Investec made forfeitable share awards (being the deferred portion of the Executive Directors' short term incentive awards) in respect of ordinary shares in the capital of Investec plc for nil consideration pursuant to the Investec plc Executive Incentive Plan 2013 (the "Plan"). A portion of these forfeitable share awards vest immediately on award and are subject to a six month retention period, with the remaining forfeitable shares vesting in two equal tranches (each subject to a six month retention period after vesting) over a two year period from date of award.

Executive Director:	Number of forfeitable shares:
S Koseff	208,695
B Kantor	208,695
GR Burger	181,474

1.2 Award of fixed allowance shares to the Executive Directors

Pursuant to the Executive Directors' remuneration policy approved by shareholders, each of the Executive Directors are to receive a contractual annual fixed allowance of £1 million each, payable in shares (the "Fixed Allowance Shares") and accordingly, on 2 June 2016, Investec made the following share awards in respect of ordinary shares in the capital of Investec plc for nil consideration pursuant to the Plan.

These shares will vest on award and will be released in five equal tranches in each of the five years following the year of award.

Executive Director:	Number of Fixed Allowance Shares:
S Koseff	212,314
B Kantor	212,314
GR Burger	212,314

1.3 Award of conditional shares to the Executive Directors

Pursuant to the Executive Directors' remuneration policy approved by shareholders, new long-term Incentive awards of conditional shares have been made to the Executives, as set out below.

In accordance with the Plan rules, the awards are at nil cost and 75% of the conditional Shares will vest on 2 June 2020 and the remaining 25% will vest on 2 June 2021.

DIRECTOR	NUMBER OF SHARES AWARDED
S Koseff	314,225
B Kantor	314,225
GR Burger	277,801

1.4 Disposal of shares

B Kantor disposed of the following number of shares on 1 June 2016 in order to settle this tax liability related to prior year awards vesting on 1 June 2016:

Number of shares	54,877
Volume weighted average selling price	GBP4.70
Total value of transaction	GBP257,976.78
Highest price	GBP4.73
Lowest price	GBP4.64
Nature of interest	Direct beneficial
Date and place of transaction	1 June 2016, London

1.5 Executive Directors': resultant holdings

Following the above transactions, the Executive Directors' interests in the ordinary share capital of Investec plc and Investec Limited are as follows:

Executive Directors:	Aggregate holding of Investec plc shares following these transactions:	Percentage holding following these transactions:
S Koseff	5,695,044	0.88%
B Kantor	1,164,359	0.18%
GR Burger	3,710,178	0.57%

Executive Directors:	Aggregate holding of Investec Limited shares following these transactions:	Percentage holding following these transactions:
S Koseff	1,234,399	0.42%
B Kantor	2,800,800	0.96%
GR Burger	327,076	0.11%

2. PDMRs and Company Secretary: interests in Investec plc Ordinary Shares

2.1 Award of forfeitable shares to PDMRs

On 2 June 2016, Investec made forfeitable share awards (being the deferred portion of short term incentive awards) in respect of ordinary shares in the capital of Investec plc for nil consideration pursuant to the Investec plc Executive Incentive Plan 2013 (the "Plan"). A portion of these forfeitable share awards vest immediately on award and are subject to a six month retention period, with the remaining forfeitable shares vesting in three equal tranches (each subject to a six month retention period after vesting) over a three year period from date of award.

PDMR:	Number of forfeitable shares:
David van der Walt	194,707
Ciaran Whelan	127,389

2.2 Award of conditional shares to PDMRs

On 2 June 2016, Investec made conditional share awards in respect of ordinary shares in the capital of Investec plc for nil consideration pursuant to the Investec 1 Limited share incentive plan. These conditional share awards vest in three equal tranches in the third, fourth and fifth years from the date of award:

PDMR:	Number of conditional shares:
Stephen Elliott	150,000

2.3 Award of conditional shares to PDMRs

On 2 June 2016, Investec made conditional share awards in respect of ordinary shares in the capital of Investec plc for nil consideration pursuant to the Investec plc Executive Incentive Plan 2013 (the "Plan"). These conditional share awards vest in three equal tranches on 2 December 2018, 2 December 2019 and 2 December 2020 (each subject to a six month retention period).

PDMR:	Number of conditional shares:
David van der Walt*	150,000
Ciaran Whelan*	150,000

* David van der Walt and Ciaran Whelan are both classified as Remuneration Code Staff for the purposes of the FCA and PRAs' Remuneration Code.

2.4 Award of forfeitable shares in Investec plc ordinary shares to Company Secretary

In compliance with Rules 3.63 - 3.74 of the JSE Listing Requirements, we advise of the following changes to attributable interests in Investec plc by the Company Secretary:

On 2 June 2016, Investec made forfeitable share awards in respect of ordinary shares in the capital of Investec plc for nil consideration pursuant to the Investec 1 Limited share incentive plan. These forfeitable share awards vest in three equal tranches in the third, fourth and fifth years from the date of award:

Company Secretary:	Number of forfeitable shares:
David Miller	12,000

2.5 Disposal of shares by a PDMR

The forfeitable shares which vest immediately on award incur a tax liability. In order to settle this liability, David van der Walt disposed of the following number of forfeitable shares on 2 June 2016:


Nature of transaction	On market sale
Number of shares	38,289
Volume weighted average selling price	GBP4.53
Total value of transaction	GBP173,544.89
Highest price	GBP4.55
Lowest price	GBP4.50
Nature of interest	Direct beneficial
Date and place of transaction	3 June 2016

2.6 Disposal of shares by the Company Secretary

Transaction notified in terms of:	JSE Listing Rules 3.63 - 3.74
Nature of transaction	On market sale following the exercise of options held in terms of the Investec 1 Limited Share Incentive Plan
Number of Securities	15,000
Volume weighted average selling price	GBP4.66
Total value of transaction	GBP69,970.50
Highest Price	GBP4.67
Lowest Price	GBP4.66
Nature of interest	Direct beneficial
Date and place of transaction	6 June 2016, London

3. TRANSACTIONS IN INVESTEC LIMITED ORDINARY SHARES OF ZAR0.0002 EACH (the "INVESTEC LIMITED ORDINARY SHARES")

3.1 Award of conditional shares in Investec Limited ordinary shares to PDMRs

On 2 June 2016, Investec made conditional share awards in respect of ordinary shares in the capital of Investec Limited for nil consideration pursuant to the Investec Limited Share Incentive Plan. These conditional share awards vest in three equal tranches in the third, fourth and fifth years from the date of award:

PDMR	Number of conditional shares:
Marc Kahn	100,000
Richard Wainwright	150,000
Nishlan Samujh	100,000

3.2 Award of forfeitable shares in Investec Limited ordinary shares to Company Secretary

In compliance with Rules 3.63 - 3.74 of the JSE Listing Requirements, we advise of the following changes to attributable interests in Investec Limited by the Company Secretary:

On 2 June 2016, Investec made forfeitable share awards in respect of ordinary shares in the capital of Investec Limited for nil consideration pursuant to the Investec Limited Share Incentive Plan. These forfeitable share awards vest in three equal tranches in the third, fourth and fifth years from the date of award: