Investec Limited - Preference shares

RNS Number : 4065Z

Investec PLC

15 March 2012

 



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

As part of the dual listed company structure, Investec plc and Investec Limited (together "Investec") 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.

CHANGES TO SECONDARY TAX ON COMPANIES AND THE INTRODUCTION OF A DIVIDEND WITHHOLDING TAX AND THEIR EFFECT ON THE INVESTEC LIMITED NON-REDEEMABLE, NON-CUMULATIVE, NON-PARTICIPATING PREFERENCE SHARES

Holders of Investec Limited ("Investec") non-redeemable, non-cumulative, non-participating preference shares ("Investec Preference Shares") are referred to the  announcement, released on the Securities Exchange News Service of JSE Limited on 26 February 2007, dealing with the grossing up of the Investec Preference Share dividends as a result of  the then proposed amendments to the tax legislation regarding the changes to Secondary Tax on Companies ("STC") and the introduction of a dividend withholding tax on all dividend distributions by a company to its shareholders, as contemplated in sections 64D to 64N of the Income Tax Act, 58 of 1962, as amended ("Income Tax Act") ("Dividend Withholding Tax").

The impact of the change in the Income Tax Act is that STC will be abolished as at 31 March 2012 and the Dividend Withholding Tax will be introduced for dividends paid after 1 April 2012 at a rate of 15%, subject to certain exemptions. As in the past, the Investec, as the Issuer, will pay the semi-annual dividends to the transfer secretaries, who distribute the dividends to the preference shareholders through the regulated intermediaries (i.e. CSDP's). These entities are required to pay the dividends to the preference shareholders after deducting the Dividend Withholding Tax, unless the shareholders have advised the regulated intermediary that they are exempt in terms of the provisions of the Income Tax Act. We recommend that holders of the Investec Preference Shares who may be exempt from paying Dividend Withholding Tax get in touch with their CSDP's / Brokers to ensure that their personal information is updated and that they verify whether they are exempt from paying the Dividend Withholding Tax.

The board of directors of Investec has consequently resolved to amend the rate used to calculate the dividend payable on the Investec Preference Shares on or about 02 August 2012, being the date on which the Annual General Meeting of Investec will take place from the current rate of 70% of the prime rate to 77,77% of the prime rate, to the extent that  Investec does not have sufficient STC credits, and subject to the passing of the required resolutions by both the holders of Investec Preference Shares and the holders of Investec Ordinary Shares.  

A circular containing full detail of the amendment to the terms of the Investec Preference Shares, including, inter alia, a notice convening a Class Meeting of Investec Preference Shareholders, together with the notice of the Annual General Meeting of Investec will be posted on or about 30 June 2012.  

Holders of the Investec Preference Shares will not be prejudiced by the Dividend Withholding Tax in respect of dividend number 15 for the period to 31 March 2012, which will be declared and payable after 01 April 2012, as Investec has sufficient STC credits.

London and Johannesburg

15 March 2012

Sponsor:

Investec Bank Limited

 

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