Result of equity placing

RNS Number : 4004W

Investec PLC

28 July 2009

 

Investec plc 

Incorporated in England and Wales

Registration number 3633621

JSE share code: INP

ISIN: GB00B17BBQ50

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN AND JERSEY

Result of Equity Placing of 22,000,000 new Ordinary Shares of Investec plc providing funds to allow the repurchase of debt at a discount to par

Investec plc ('Investec' or the 'Company') announces that it has raised GBP85.8 million before commissions and expenses by the Placing completed today of 22,000,000 new Ordinary Shares representing 4.92 per cent of the number of the existing Ordinary Shares of the Company and 3.07 per cent of the number of the combined existing Ordinary Shares of the Company and Investec Limited at 390 pence per share (the 'Placing Price'). Merrill Lynch International ('Merrill Lynch') acted as sole bookrunners in relation to the Placing.

The Placing Shares will be issued credited as fully paid and will rank pari passu with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, including the right to the final dividend for the year ended 31 March 2009. 

The Company will apply for admission of the Placing Shares to trading on the main market of the London Stock Exchange ('London Admission') and the Johannesburg Stock Exchange ('South African Admission'). It is expected that the London Admission will take place and that trading will commence on 31 July 2009, with the South African Admission to occur shortly thereafter.

The Placing is conditional, inter alia, upon London Admission becoming effective and the placing agreement made between the Company and Merrill Lynch not being terminated. It is anticipated that the settlement date will be 31 July 2009.

Capitalised terms used, but not defined in this announcement have the same meanings as set out in the placing announcement of the Company released at 7.00 a.m. on the date hereof.

Contacts

Investec plc		[phone]
Stephen Koseff, Chief Executive Officer
Bernard Kantor, Managing Director
Ursula Nobrega, Investor Relations
BofA Merrill Lynch		[phone]
Henrietta Baldock
Paul Frankfurt
Michael Larbie
Oliver Holbourn
Citigate Dewe Rogerson		[phone]
Jonathan Clare
Tom Baldock
Ged Brumby

This announcement contains (or may contain) certain forward-looking statements with respect to certain of Investec's plans and its current goals and expectations relating to its future core tier 1 capital position, financial condition and performance and which involve a number of risks and uncertainties. Investec cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as 'aim', 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ('IFRS') applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond Investec's control. As a result, Investec's actual future results may differ materially from the plans, goals, and expectations set forth in Investec's forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of Investec speak only as of the date they are made. Except as required by the FSA, the London Stock Exchange or applicable law, Investec expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in Investec's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.  

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or acquire, or the solicitation of an offer to buy, sell, issue, or acquire any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement has been issued by and is the sole responsibility of Investec.  

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per ordinary share for the current or future financial years would necessarily match or exceed the historical published earnings per ordinary share. 

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Merrill Lynch or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.  

Merrill Lynch International, which is authorised and regulated in the United Kingdom by the FSA, is acting for Investec and for no-one else in connection with the Placing, and will not be responsible to anyone other than Investec for providing the protections afforded to customers of Merrill Lynch International or for providing advice to any other person in relation to the Placing or any other matter referred to herein.  

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Investec or Merrill Lynch that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Investec and Merrill Lynch to inform themselves about, and to observe such restrictions.  

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.  

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHO ARE: (A) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (B) (I) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE 'PROSPECTUS DIRECTIVE')), AND/OR (II) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN INVESTEC PLC.  

This announcement is not for distribution, directly or indirectly, in or into the United States, Canada, Japan or Jersey or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form part of an offer or solicitation to purchase shares in the capital of Investec in the United States, Canada, Japan or Jersey or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Placing Shares referred to in this announcement have not been, and will not be, registered under the Securities Act or under the securities legislation of any state of the United States, and may not be offered or sold, directly or indirectly, in or into the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. Subject to exceptions, the Placing Shares referred to in this announcement are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. No public offering of securities of Investec will be made in connection with the Placing in the United Kingdom, the United States, Australia, Canada, Japan, Jersey, South Africa or elsewhere.  

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under the securities laws of any state, province or territory of Australia, Canada, Japan, Jersey or South Africa.

Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan or Jersey or any other jurisdiction outside the United Kingdom.  

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is unlawful.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.  

Residents of South Africa are subject to exchange control regulations as issued from time to time by the Exchange Control Division of the SARB and are advised to seek independent advice regarding any permissions that may be required of the Exchange Control Division of the SARB with regard to the acquisition of Placing Shares by any resident of South Africa. To the extent that Placing Shares are offered for acquisition or sale in South Africa, such offer is being effected in terms of section 144 of the South African Companies Act and does not constitute an offer to the public or any sector of the public within the meaning of the South African Companies Act.

This announcement relates to an Exempt Offer in accordance with the Offered Securities Rules of the DFSA. This announcement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this announcement nor taken steps to verify the information set forth herein and has no responsibility for this announcement. The Placing Shares to which this announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares offered should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this announcement you should consult an authorised financial advisor.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange and the JSE. Neither the content of Investec's website nor any website accessible by hyperlinks on Investec's website is incorporated in, or forms part of, this announcement.

 

END

 

 

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