Form 8 (DD) - Investec plc

RNS Number : 2848M

Investec PLC

12 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:	11/08/2011
(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:	29,320,872	5.4055
(2) Derivatives (other than options):
(3) Options and agreements to purchase/sell:			-4,648,084	0.8569
TOTAL:	29,320,872	5.4055	-4,648,084	0.8569

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 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 Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale	201 942 1251 944 2692 428 2956 1683 1252 5125 2081 1248 160 7417 827 2356 339 794 378 766 1572 1657 5422 3868 242 6316 4445 393 4500 1069 3254 1 1588 1899 18290 1264 2531 4685 760 477 1544 844 444 400 1000 5660 1 44 3480 827 3681 730 269 790 827 5658 4373 2677 5626 12444 21620 429 2130 5873 10781 207 1624 8336 9881 200 2720 528 1654 12285 2581 827 1330 1724 1678 4057 19644 827 6219 3152 827 270 1000 3596 464 1843 3152 2207 5425 3152 8051 4533 302 294 1906 3152 3056 464 827 3152 450 3043 6751 8420 3152 7399 2947 8099 3152 1611 4022 3382 249 1581 4816 1800 3152 4067 3300 1795 511 1000 1493 723 1078 119 914 1157 1000 25000 25474 827 37 790 827 827 303 827 827 827 827 827 827 31 791 827 1600 616 827 827 524 303 827 827 827	4524 4532 4536 4540 4542 4543 4549 4550 4551 4552 4553 4554 4555 4556 4557 4557 4559 4560 4561 4563 4564 4565 4566 4567 4568 4569 4570 4571 4573 4574 4575 4576 4577 4579 4580 4581 4582 4584 4585 4586 4587 4588 4589 4590 4590 4591 4592 4593 4594 4595 4595 4596 4597 4599 4600 4600 4601 4602 4603 4604 4605 4606 4608 4609 4610 4613 4614 4615 4616 4617 4617 4618 4619 4619 4620 4621 4621 4622 4623 4624 4625 4626 4626 4627 4628 4628 4629 4630 4631 4632 4632 4633 4634 4634 4635 4638 4639 4640 4641 4641 4642 4643 4645 4646 4648 4648 4649 4650 4650 4651 4652 4653 4653 4654 4662 4663 4664 4668 4669 4674 4675 4676 4680 4689 4693 4695 4699 4747 4754 4760 4761 4762 4775 4775 4775 4559 4588 4589 4592 4601 4606 4614 4616 4621 4623 4625 4626 4628 4629 4631 4650 4653 4675 4676 4678 4685 4701 4713 4714

(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

(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:	12/08/2011
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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