Result of Tender Offer

Investec PLC

29 February 2024

 

Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06 JSE share code: INL JSE hybrid code: INPR JSE debt code: INLV NSX share code: IVD BSE share code: INVESTEC ISIN: ZAE000081949 LEI: 213800CU7SM6O4UWOZ70

Investec plc Incorporated in England and Wales Registration number 3633621 LSE share code: INVP JSE share code: INP ISIN: GB00B17BBQ50 LEI: 2138007Z3U5GWDN3MY22

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" IN THE TENDER OFFER MEMORANDUM (AS DEFINED BELOW))

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 Listing Rules of the United Kingdom Financial Conduct Authority and/or the JSE Listing Requirements.

29 February 2024

RESULTS ANNOUNCEMENT

Investec plc announces results of its Tender Offer for its £250,000,000 Fixed Rate Reset Perpetual Additional Tier 1 Write Down Capital Securities

Investec plc (the "Company") announces herein the results of its invitation to holders of its £250,000,000 Fixed Rate Reset Perpetual Additional Tier 1 Write Down Capital Securities (ISIN: XS1692045864) (the "Securities") to tender such Securities for purchase by the Company for cash (the "Offer").

The Offer was made on the terms and subject to the conditions contained in a tender offer memorandum dated 21 February 2024 (the "Tender Offer Memorandum") prepared by the Company, and was subject to the offer restrictions set out in the Tender Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

New Financing Condition

The Company confirms that the New Financing Condition was satisfied on 28 February 2024.

Results of the Offer

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 28 February 2024. As at the Expiration Deadline, £141,892,000 in aggregate principal amount of the Securities had been validly tendered for purchase pursuant to the Offer.

The Company announces that it has decided to accept all valid tenders of Securities for purchase pursuant to the Offer, with a Final Acceptance Amount equal to £141,892,000.

A summary of the results of the Offer appears below:

Description of the Securities	ISIN	Purchase Price	Final Acceptance Amount
Fixed Rate Reset Perpetual Additional Tier 1 Write Down Capital Securities	XS1692045864	99.00 per cent.	£141,892,000

Settlement of the purchase of the relevant Securities pursuant to the Offer is expected to take place on 1 March 2024, after which £108,108,000 in aggregate principal amount of the Securities will remain outstanding.

	Dealer Managers
Citigroup Global Markets Limited Citigroup Centre 33 Canada Square Canary Wharf London E14 5LB Telephone: [phone] Email: [e-mail] Attention: Liability Management Group		J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP Telephone: [phone] Email: [e-mail] Attention: EMEA Liability Management Group
Lloyds Bank Corporate Markets plc 10 Gresham Street London EC2V 7AE Telephone: [phone] / 3939 Email: [e-mail] Attention: Liability Management
The Tender Agent Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG Attention: Owen Morris Telephone: [phone] Email: [e-mail] Website: https://deals.is.kroll.com/investec

This announcement is released by Investec plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of Regulation (EU) 596/2014 ("MAR"), as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended ("UK MAR"), encompassing information relating to the Offer described above. For the purposes of UK MAR and Article 2 of the binding technical standards published by the FCA in relation to MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is made by David Miller, Company Secretary at Investec plc.

DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

Date: 29 February 2024

Sponsor: Investec Bank Limited

 

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