Form 8 (DD) - Investec plc

RNS Number : 2124M

Investec PLC

11 August 2011

 



Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06 JSE share code: INL ISIN: ZAE000081949

Investec plc Incorporated in England and Wales Registration number 3633621 JSE share code: INP ISIN: GB00B17BBQ50

(jointly "Investec")

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 Disclosure, Transparency and Listing Rules of the United Kingdom Listing Authority (the "UKLA") and/or the JSE Listing Requirements.

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

As announced on 15 May, 2003, Investec Limited entered into various black economic empowerment transactions (the "BEE Transaction") as part of their commitment to broadening both the ownership and representative components of black economic empowerment.

In 2003 the BEE Transaction required financing arrangements that facilitated the purchase of Investec Limited ordinary shares. This was an eight year transaction which has matured and some of the parties to the BEE Transaction have agreed to a refinancing of these arrangements which results in various transactions in relation to both Investec Limited and Investec plc ordinary shares. 

After the conclusion of this refinancing, the Entrepreneurship Development Trust will hold 23,001,108 Investec Limited ordinary shares (shareholding as at 31 March 2011: 14,000,000) and Tiso INL Investments 1 (Pty) Limited (a 100% held company by Kagiso Tiso Holdings Limited) will hold  7,062,635 Investec Limited ordinary shares (shareholding as at 31 March 2011: 14,000,000) and Peu INL Investments 1 (Pty) Limited (a 100% held company by Peu Group Limited) will hold  zero Investec Limited ordinary shares (shareholding as at 31 March 2011: 5,555,555).

The Form 8 DD announcement set out below includes specific details of these transactions arising from the refinancing.

1.         KEY INFORMATION

(a) Identity of the party to the offer or person acting in concert making the disclosure:	INVESTEC BANK PLC / INVESTEC LTD
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	INVESTEC PLC
(d) Status of person making the disclosure:      e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)	OFFEROR
(e) Date dealing undertaken:	10/08/2011
(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	YES - INVESTEC LTD

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

Class of relevant security:	0.02p ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	30,492,673	5.6216
(2) Derivatives (other than options):
(3) Options and agreements to purchase/sell:			-5,108,063	0.9417
TOTAL:	30,492,673	5.6216	-5,108,063	0.9417

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities (including directors' and other executive options)

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

(a)        Purchases and sales

Class of relevant security	Purchase/sale	Number of securities	Price per unit ZAR (Cents)
Ordinary	Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales	1806 6560 546 101 250 5000 1488 43512 217 1944 921 2199 501 600 28613 42545 754 4490 1916 13951 1920 669 5586 4876 13885 2050 38552 4170 280 853 2986 3118 7621 1792 103 21 250 5000 760 2760 9756 1855 17876 20563 2277 2304 5754 5948 5454 4668 4721 46603 22246 629 9473 1171 60000 107504 163 1949 41751 107 2588 21101 5530 6438 128 3998 350 1316 3509 24871 1925 776 3999 100000 420 1610 582 750 579 827 15774 681 2266 2624 1927 50921 100 1400 4144 400 283 190 1696 2418 1820 819 1181 6174 10240 85126 15000 10000 827 827 827 101 827 500 827 10000 827 827 827 827 960 694 300 4134 471 101 827 827 827 965 689 1 471 2481 2481 101 471 827 827 2 827 200 1654 469 471 7200000	4576 4577 4578 4578 4579 4580 4584 4586 4586 4588 4589 4596 4598 4599 4600 4600 4601 4602 4604 4605 4606 4608 4609 4610 4611 4612 4613 4615 4616 4617 4618 4619 4620 4624 4625 4627 4629 4630 4630 4631 4632 4633 4634 4635 4636 4637 4640 4641 4642 4643 4644 4645 4646 4647 4648 4649 4650 4650 4653 4658 4660 4662 4663 4664 4666 4668 4669 4670 4673 4674 4675 4676 4677 4679 4680 4684 4685 4686 4687 4688 4694 4700 4700 4703 4703 4704 4704 4705 4706 4710 4710 4711 4712 4718 4718 4719 4727 4736 4737 4739 4740 4740 5200 5200 4577 4581 4600 4600 4601 4602 4607 4640 4650 4652 4659 4665 4675 4676 4680 4680 4680 4681 4684 4686 4687 4688 4689 4691 4697 4700 4705 4705 4705 4710 4711 4718 4719 4720 4720 4728 4752 5361

(b)        Derivatives transactions (other than options)

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit

(c)        Options transactions in respect of existing securities

(i)         Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
0.02p ordinary	Put Option	Written	25,000	ZAR 62	European	31/08/2011
0.02p ordinary	Call Option	Purchased	25,000	ZAR 52	European	31/08/2011

(ii)        Exercising

Class of relevant security	Product description e.g. call option	Number of securities	Exercise price per unit

(d)        Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer or person acting in concert making the disclosure and any other person: If there are no such agreements, arrangements or understandings, state "none"

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None.

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	YES
Supplemental Form 8 (SBL)	NO

Date of disclosure:	11/08/2011
Contact name:	Gary Darch
Telephone number:	0207 597 4549

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

1.         KEY INFORMATION

Identity of person whose open positions are being disclosed:	INVESTEC BANK PLC/LTD
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	INVESTEC PLC

2.         OPTIONS AND DERIVATIVES

Class of relevant security	Product description e.g. call option	Written or purchased	Number of securities to which option or derivative relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date
0.02p ordinary	Put Option	Purchased	4,760	ZAR 42	American	15/12/2011
0.02p ordinary	Call Option	Purchased	1,000	ZAR 59	American	15/09/2011
0.02p ordinary	Put Option	Purchased	50,000	ZAR 75	European	16/07/2012
0.02p ordinary	Call Option	Purchased	25,000	ZAR 62	European	31/08/2011
0.02p ordinary	Put Option	Written	25,000	ZAR 52	European	31/08/2011
0.02p ordinary	Call Option	Written	50,000	ZAR 75	European	16/07/2012
0.02p ordinary	Futures	Purchased	715		European	15/12/2011
0.02p ordinary	Futures	Written	8,766		European	15/09/2011
0.02p ordinary	Put Option	Written	25,000	ZAR 62	European	31/08/2011
0.02p ordinary	Call Option	Purchased	25,000	ZAR 52	European	31/08/2011

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to contracts for differences ("CFDs") or spread bets.

The currency of all prices and other monetary amounts should be stated.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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