Holding(s) in Company

Investec PLC
15 May 2003





Investec Limited             Peu Investment Group    TisoGroup (Pty)
                             (Pty) Ltd               Ltd

(Incorporated in RSA)        (Incorporated in RSA)   (Incorporated in
                                                     RSA)

(Reg number 1925/002833/06)  (Reg number 1996/03899  (Reg number 1999/
                             /07)                    10875/07)

JSE Share code: INL ISIN:
ZAE000040531

('Investec')                 ('Peu')                 ('Tiso')


 ACQUISITION BY BLACK ECONOMIC EMPOWERMENT ('BEE') PARTIES OF 25,1% IN TOTAL OF
      THE ISSUED SHARE CAPITAL OF INVESTEC AND AN ISSUE OF SHARES FOR CASH



 1. •INTRODUCTION

    Investec, Peu and Tiso ('the Parties') hereby announce that agreement has
    been reached in terms of which Peu and Tiso, together with a broad-based
    Entrepreneurship Development Trust ('the Development Trust') and an Investec
    employee share trust ('the Employee Trust'), will acquire in total a 25,1%
    interest in the issued share capital of Investec ('the proposed
    transaction'). The Public Investment Commissioners ('PIC') have agreed to
    provide funding to facilitate the proposed transaction.

    The proposed transaction, which will be effective from 1 April 2003, will
    result in the recognition of Investec as a black empowered company in terms
    of the guidelines set out in the recent Department of Trade and Industry
    Position Paper on BEE. The Parties believe that the proposed transaction
    represents an important milestone in the ongoing development of Investec
    that will significantly enhance the company's growth prospects for the
    benefit of its current shareholders and its new BEE shareholders.

 2. •PARTIES TO THE PROPOSED TRANSACTION

     1. •Peu

        Peu is a wholly black-owned and managed investment holding company led
        by Mr Peter Malungani. The company was incorporated in 1996 and has to
        date pursued strategic investments in financial services, information
        technology and fleet management. Key investments include an effective
        10,4% interest in Capital Alliance Holdings Limited ('Capital
        Alliance'), 30% of Fleet Africa (Proprietary) Limited (a subsidiary of
        Super Group Limited) and 50% of Lazarus Motor Company (Proprietary)
        Limited. Peu has since inception pursued a strategy of being
        operationally involved in its major strategic investments, and has for
        example seconded members of its management team to senior executive
        positions in certain of its investee companies.

        Peu also has a strong entrepreneurial culture, which it has demonstrated
        by creating a number of its underlying businesses, including Masana
        Technologies (Proprietary) Limited, an operational information
        technology company created and wholly-owned by Peu that has grown
        significantly since its inception in 1999, and Peu Capital (Proprietary)
        Limited, a wholly-owned financial advisory business. In addition to the
        above, Peu has a number of portfolio investments, the most significant
        of which is a 6% investment in Aspen Pharmacare Limited.

        Staff and management currently own approximately 70% of Peu. In order to
        broaden equity participation in Peu beyond its staff and management, Peu
        set up two discretionary trusts in 2000 with the objective of
        facilitating the development of black entrepreneurs. Consequently, the
        Intsika Enablement Trust and the Intsika Investment Trust hold 30% of
        Peu.

     2. •Tiso

        Tiso is a majority black-owned and managed natural resources, financial
        services and industrial services group created in 2001 by Fani Titi,
        Nkululeko Sowazi and David Adomakoh with seed capital from Investec.
        Tiso's natural resources interests, in which Tiso participates as a lead
        partner in broad-based consortia, include an anchor empowerment
        partnership with Kumba Resources Limited and a 25% participation right
        in the R1,7 billion Two Rivers platinum project. With regard to
        financial services, Tiso has created two businesses; namely TisoCapital
        Partners, a R200 million private equity fund, and TisoCapital Advisers,
        a financial advisory business that has advised on a number of Tiso's
        internal transactions as well as on external transactions such as the
        South African Airways' US$2 billion Fleet Revitalisation Programme and
        the recent R5 billion Medium Term Note Programme by Telkom SA Limited.

        Staff and management currently hold 56% of the issued share capital in
        Tiso, with Investec holding 24% and The Tiso Foundation, a public
        benefit organisation chaired by Bishop Dandala, head of The Methodist
        Church in South Africa, holding the remaining 20%. Tiso created the Tiso
        Foundation in 2002 with the purpose of ensuring broad-based equity
        participation in Tiso beyond that of its employees. It is intended that
        all income generated by The Tiso Foundation from its shareholding in
        Tiso will be distributed to projects promoting leadership and career
        development that are chosen by the foundation in terms of its mandate.

     3. •The Development Trust

        The Parties are committed to ensuring that a broad base of beneficiaries
        will participate in the proposed transaction and have accordingly agreed
        to include the Development Trust in the proposed transaction. The
        Development Trust, which will be governed by an independent board of
        trustees, will have as its key objectives the promotion of
        entrepreneurial development, leadership development in both the private
        and the public sector and rural economic development. It is intended
        that the cash flows that are generated by the Development Trust from its
        investment in Investec will be distributed, at the discretion of its
        trustees, to organisations meeting the broad objectives of the
        Development Trust.

     4. •Employee Trust

        The directors of Investec believe that it is important for the employees
        of Investec, and in particular the black employees of Investec, to
        participate meaningfully in the proposed transaction. Accordingly, 1,9
        million existing Investec ordinary shares that are currently held by
        existing Investec staff share schemes will be set aside for allocation
        to the proposed Employee Trust which will then hold 4,7% of the issued
        share capital in Investec on a long-term basis.

     5. •Resultant Investec shareholding

    Investec's shareholding structure after implementation of the proposed
    transaction will be as follows:




    Upon conclusion of the proposed transaction, broad based beneficiaries will
    hold approximately 60% of the 25,1% shareholding to be acquired in Investec.

 3. •BACKGROUND TO THE RELATIONSHIPS BETWEEN THE PARTIES

        Peu and Tiso have each developed strong and mutually beneficial
        relationships with Investec over several years. Accordingly, a key
        rationale for the proposed transaction is to formalise and entrench, on
        a long-term basis, the existing relationships of Investec with each of
        Peu and Tiso for the benefit of their respective shareholders. Features
        of the relationships that currently exist between the Parties are
        summarised below:

      + •Mr Peter Malungani, Executive Chairman of Peu, is a member of the
        board of directors of Investec, Investec Plc and Investec Bank Limited,
        while Mr Fani Titi, Chief Executive Officer of Tiso, is a member of the
        Investec Bank Limited board of directors. Over and above their
        responsibilities as directors of various companies in the Investec
        group, Mr Malungani, Mr Titi and certain of their respective senior
        executives work closely with Investec management and regularly provide
        advice and assistance on a number of strategic issues impacting on
        Investec; and

      + •Investec has advised on, facilitated and financed a number of
        transactions in which each of Peu and Tiso have been involved, such as
        the acquisition by a Tiso led consortium of 4,8% of Kumba Resources
        Limited and Peu's acquisition of an effective 10,4% interest in Capital
        Alliance.

 1. •INVESTEC'S APPROACH TO BLACK ECONOMIC EMPOWERMENT

    Investec's approach to BEE has been developed over several years by its
    Empowerment Forum, which consulted widely with a number of interested
    parties, including relevant officials in several government departments and
    a number of the commissioners of the Black Economic Empowerment Commission.
    In developing Investec's approach to BEE, however, the Empowerment Forum has
    been influenced by Investec's strong entrepreneurial culture, which is
    embodied in all aspects of the company's activities and the manner in which
    it conducts itself. Investec's BEE strategy reflects the company's
    entrepreneurial culture and is reflected, as illustrated below, in its
    approach to business, employees and the society within which it operates.





     1. •Business commitment

        Investec is committed to using the resources under its control to
        further black economic empowerment, whether by financially supporting
        black entrepreneurs to create significant black controlled business or
        using its purchasing power and other resources to develop black owned
        small, medium and micro enterprises ('SMMEs'). With regard to building
        black controlled businesses, Investec has a proven track record of
        helping entrepreneurs to create sustainable business platforms and
        continues to seek opportunities to replicate such platforms, with
        particular emphasis on creating sustainable black businesses. With
        regard to black owned SMMEs, Investec is committed to allocating 30% of
        its defined procurement spending to black empowered companies by 2008.
        In addition, Investec's commitment to supporting and encouraging
        emerging entrepreneurs is manifested in Investec's founder sponsorship
        of the Business Place initiative, which comprises a cluster of services
        where over 3000 black entrepreneurs receive advice, training and
        services every month.

     2. •Employee commitment

        The key principle underlying Investec's commitment to its employees is
        to 'inspire the entrepreneur within' and stimulate exceptional
        performance. This is achieved by promoting a workplace environment that
        is characterised by a flat, non-hierarchical management structure where
        employees are encouraged to seek innovative and entrepreneurial
        solutions for clients and where there is significant share ownership by
        all employees at all levels of the business. A key focus area for
        Investec with regard to its employees has been to focus on promoting
        diversity and achieving an equitable work place. This strategy has been
        driven by effective implementation of Investec's comprehensive
        employment equity plan.

     3. •Social commitment

    Entrepreneurship and education is also at the core of Investec's social
    investment strategy. Investec's initiatives in this area are focused on the
    development of business and entrepreneurial skills at all levels of our
    society. Investec's flagship initiative in this area is its founder
    sponsorship of CIDA City Campus, a highly acclaimed, low-cost and fully
    accredited university providing a quality education from Investec's former
    head office in Johannesburg to over 1600 students from disadvantaged
    backgrounds. Investec's contribution to CIDA extends beyond financial and
    infrastructural support, to the efforts of certain of its employees who
    teach several courses at CIDA and participate in other related projects.
    Investec's business education initiatives, which include support for a
    number of degree programs at universities around South Africa, also include
    support for the Investec Asset Management Client & Resource Centre in
    partnership with the University of Cape Town's Graduate School of Business,
    a centre that has to date trained over 2000 trustees of pension funds. In
    terms of its other social commitments, Investec has to date focused on
    supporting rural entrepreneurship infrastructure projects, which include
    helping to build infrastructure for rural schools and providing
    infrastructure to facilitate the creation of projects such as poultry farms
    and furniture factories.

 2. •RATIONALE FOR THE PROPOSED TRANSACTION

    Investec has for some time recognised the importance of introducing BEE into
    its ownership structure to complement its approach described above and
    believes that the proposed transaction will provide the required catalyst to
    sustain and promote further advances in each component of Investec's broader
    BEE strategy.

    The proposed transaction provides an opportunity to strengthen and entrench
    Investec's long-standing relationships with each of Peu and Tiso, which have
    been developed in the context of Investec's broader BEE strategy described
    above, for the mutual benefits of each of the Parties.

    From the perspective of Peu, Tiso and the Development Trust, the proposed
    transaction presents an attractive opportunity to secure a material interest
    in Investec. In addition, the proposed transaction allows for active,
    sustainable and meaningful participation by each of Peu, and Tiso in a South
    African-based, international financial services company with critical mass
    and scale and therefore creates an opportunity for them to grow the business
    of Investec and increase the value of their investment.

    From Investec's perspective, the proposed transaction has the potential to
    position Investec as an entity with the profile and capacity to successfully
    deliver quality services to key segments of the South African business
    community, including corporates, government and parastatals. The Parties
    also believe that the proposed transaction demonstrates not only Investec's
    continuing commitment to growing its business in South Africa, but also its
    commitment to meaningful transformation at all levels of the business.
    Accordingly, the Parties believe that the proposed transaction helps to
    create an internal environment that will be conducive to continuing to
    attract and retain high quality professionals, and in particular black
    professionals. In this regard, each of Peu and Tiso will actively assist in
    attracting senior black professionals to Investec.

    Further to the above, the Parties have agreed that, post implementation of
    the proposed transaction, each of Peu and Tiso will become more intimately
    involved in the business of Investec in terms of representation on
    additional boards of directors and sub-committees within the Investec group,
    as well as participation in a number of relevant internal forums where the
    expertise and input of executives from each of Peu and Tiso would be highly
    beneficial to Investec.

 3. •MECHANICS OF THE PROPOSED TRANSACTION

        Each of Peu, Tiso, and the Development Trust have secured funding from
        the PIC to acquire 3 million shares each in Investec at a price of R90
        per share. The combined shareholding of 9 million shares by Peu, Tiso
        and the Development Trust will be equivalent to 20,4% of Investec. The 9
        million shares will be acquired as follows:

              # •5,6 million shares pursuant to an issue of shares for cash by
                Investec, details of which are set out in paragraph 7 below; and

              # •3,4 million shares that will be purchased at a price of R90
                per share from Investec Employee Benefits Limited.

        The 1,9 million shares that will be held by the Employee Trust are
        currently unallocated shares that reside in existing Investec share
        schemes.

        The 8-year funding structure is designed to ensure that each of Peu,
        Tiso and the Development Trust can retain an unencumbered equity
        participation in Investec at the end of the funding period. A key focus
        of the funding structure is to ensure the perpetuation of a long-term
        partnership between the Parties and discourage a short-term investor
        type of relationship. The structure is also designed to fully align the
        commercial interests of Peu, Tiso, and Investec with regard to ensuring
        the financial success of the proposed transaction.

 1. •ISSUE OF SHARES FOR CASH

    7.1 Details of the issue of shares for cash

    The board of directors of Investec has proposed, in accordance with the
    general approval for the issue of shares for cash obtained from Investec
    shareholders at the annual general meeting held on 20 November 2002, to
    issue 5 600 000 Investec ordinary shares of 0,1 cents each ('the issue of
    shares'). The issue of shares will be made at R90 per ordinary share and
    will represent approximately 14,58% of the issued share capital of Investec
    and increase the capital base of the company by approximately R504 million.

    7.2 Rationale

    The proposed issue of shares is pursuant to the proposed transaction.

    7.3 Financial Effects

    On the assumption that the proceeds of the issue of shares had been
    available for the 6 months ended 30 September 2002, the effects of the issue
    would have been as follows:

                                               Before    After    % change

        Net asset value per share (rands)        70.8     71.6         1.2

        Earnings per share (cents)              116.6    129.4        11.0

        Headline earnings per share (cents)   1 004.0    967.5        (3.6)

    The pro forma financial effects ('After') above are calculated based on
    Investec's unaudited consolidated results (incorporating the results of
    Investec plc) in South African GAAP for the six months ended 30 September
    2002, and the combined total number of shares in issue for Investec and
    Investec plc, assuming that the proceeds of the issue had been invested over
    the period at rates equivalent to money market rates.

                                               Before    After    % change

        Net asset value per share (pounds)        3.9      4.0         2.0

        Earnings per share (pence)                3.2      4.4        34.8

        Headline earnings per share (pence)      47.6     46.1        (3.0)

    The pro forma financial effects ('After') above are calculated based on
    Investec's unaudited consolidated results (incorporating the results of
    Investec plc) in UK GAAP for the six months ended 30 September 2002, and the
    combined total number of shares in issue for Investec and Investec plc,
    assuming that the proceeds of the issue had been invested over the period at
    rates equivalent to money market rates.

    7.4 Listing of the new Investec shares

    Application will be made to the JSE Securities Exchange South Africa to list
    the 5 600 000 new Investec shares.

 2. •CONDITIONS PRECEDENT

    The proposed transaction is subject to the following:

     1. •The finalisation of legal documentation;

     2. •The issue of 5,6 million shares for cash by Investec Limited and the
        approval of the JSE Securities Exchange South Africa ('JSE') to list the
        new ordinary shares;

     3. •Approval of shareholders, to the extent required;

     4. •Approval of the JSE, to the extent required; and

     5. •Approval by the relevant regulatory authorities, to the extent required.

 3. •DUAL LISTED COMPANY ('DLC') ISSUES

        In terms of its DLC structure, Investec holds the Southern African
        interests of the broader Investec group, while London-listed Investec
        plc holds most of the offshore interests of the group. The two companies
        are separate legal entities with separate listings, but are bound
        together by contractual agreements and mechanisms. They have unified
        boards and management and operate as a single unified economic
        enterprise with its group headquarters based in South Africa.
        Shareholders in the two companies have common economic and voting
        interests as though Investec and Investec plc were a single company. See
        paragraph 6 of Part XI of the Investec listing document dated July 2002
        for further details of the DLC structure.

        As Investec is issuing 5,6 million shares for cash, the proposed
        transaction does not require a matching action under the DLC structure.
        See paragraph 6.2 of Part XI of the Investec listing document dated July
        2002 for further details of matching actions.

Sandton

15 May 2003
-------------------             -------------------  -------------------
Merchant bank to Investec       Financial Advisers             Financial
                                     to Peu                  Advisers to
                                                                  Tiso

Investec Corporate Finance       Peu Capital (Pty)           TisoCapital
                                     Limited                  Advisers



Lead sponsor to Investec         Joint sponsor to
                                    Investec

Ernst & Young Sponsors (Pty)    Investec Securities
Limited in association with          Limited
Jowell Glyn & Marais Inc.





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