Admission to Trading

RNS Number : 1875G

Ninety One PLC

16 March 2020

 

Ninety One Limited Incorporated in the Republic of South Africa Registration number 2019/526481/06 Date of registration: 18 October 2019 JSE share code: NY1 ISIN: ZAE000282356

Ninety One plc Incorporated in England and Wales Registration number 12245293 Date of registration: 4 October 2019 LSE share code: N91 JSE share code: N91 ISIN: GB00BJHPLV88

16 March 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

As part of the dual-listed company structure, Ninety One plc and Ninety One Limited notify both the LSE and the JSE of matters which are required to be disclosed under the Disclosure Guidance and Transparency Rules and Listing Rules of the FCA and/or the JSE Listing Requirements.

Ninety One plc and Ninety One Limited ("Ninety One")

 Admission to Trading on the London Stock Exchange and the Johannesburg Stock Exchange

Ninety One is pleased to announce the completion of the demerger (the "Demerger") of Ninety One from the Investec Group (comprising Investec plc and Investec Limited and their respective subsidiaries), which took effect at 7.00 p.m. (London time) on Friday, 13 March 2020.

In addition, Ninety One announces that Ninety One plc's entire issued ordinary share capital, consisting of 622,624,622 Ninety One plc Shares, has today been admitted to the premium listing segment of the Official List of the FCA and to trading on the Main Market of the LSE for listed securities under the ticker symbol "N91" and to the Main Board of the JSE under the abbreviated name "Ninety 1P", Alpha code "N91". Ninety One also announces that Ninety One Limited's entire issued ordinary share capital, consisting of 240,071,863 Ninety One Limited Shares, has today been admitted to the Main Board of the JSE under the abbreviated name "Ninety 1L", Alpha code "NY1", with a further 60,017,591 shares to be issued pursuant to the Forty Two Point Two roll-up (as described in the price range prospectus and prelisting statement published by Ninety One on 2 March 2020 (the "Prospectus")) and admitted to trading on the Main Board of the JSE on Friday, 20 March 2020.

Admission and Dealings:

· Immediately following Admission, Ninety One plc's issued share capital was 622,624,622 Ninety One plc Shares while Ninety One Limited's issued share capital was 240,071,863 Ninety One Limited Shares.

· An additional 60,017,591 Ninety One Limited Shares will be issued by Ninety One Limited pursuant to the Forty Two Point Two roll-up and admitted to trading on the Main Board of the JSE on Friday, 20 March 2020.

· The Prospectus relating to the Demerger is available free of charge at the registered office of Ninety One Limited (36 Hans Strijdom Avenue, Foreshore, Cape Town, 8001, Republic of South Africa), at the offices of Ninety One's JSE Sponsor (1 Fricker Road, Illovo, Johannesburg, 2196, South Africa), at the offices of Ninety One's solicitors and online at www.investec.com/demerger and www.investecassetmanagement.com/disclosure (with a link also available via www.ninetyone.com) (in each case, subject to certain access restrictions).

Hendrik du Toit, Founder and Chief Executive Officer, commented:

"Today marks a historic moment for Ninety One. Despite extraordinary market volatility we are confident in the resilience of our capital-light business model and its organically developed, specialist, active investment offerings. Ours is a long-term story of a unique business with a carefully-developed culture, a commitment to employee ownership and a long track record.

I deeply appreciate the support from my erstwhile colleagues at Investec throughout this process and wish them well as they chart their own course as a bank and wealth business.

I would like to thank the people of Ninety One for their hard work and commitment to our clients and to our firm. We look forward to continuing to deliver on our purpose of investing for a better tomorrow."

Further Information:

· Ninety One, Investec plc and Investec Investments Proprietary Limited will be subject to a 180 day lock-up from the date of Admission on their shareholdings in Ninety One. The directors of Ninety One (the "Directors") and Forty Two Point Two will be subject to a 365 day lock-up from the date of Admission. The lock-ups are subject to certain customary exemptions (and, in the case of the Directors, they are also permitted to dispose of Ninety One Shares to satisfy tax liabilities arising from the exercise of any options held by him/her) and may otherwise only be waived with the consent of J.P. Morgan Securities plc ("J.P. Morgan Cazenove") .

· It is expected that, subject to certain conditions being met, the Company will be considered eligible for inclusion in several equity indices, including the FTSE UK Index Series.

Capitalised terms used in this announcement have the meaning given to them in the Prospectus.

Enquiries

Investor Relations

Varuni Dharma

[e-mail]

[phone]

UK Sponsor

J.P. Morgan Securities plc ("J.P. Morgan Cazenove")

[phone]

JSE Sponsor

J.P. Morgan Equities South Africa Proprietary Limited ("J.P. Morgan South Africa")

[phone]

Financial Adviser

Fenchurch Advisory Partners LLP ("Fenchurch Advisory Partners")

[phone]

Media Enquiries

FTI Consulting (UK)

Neil Doyle

[phone] | [phone]

[e-mail]

Fletcher Advisory (South Africa)

Daniel Thole

[phone]

[e-mail]

FORWARD-LOOKING STATEMENTS

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Ninety One's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Ninety One Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.

Ninety One and J.P. Morgan Cazenove, J.P. Morgan South Africa and Fenchurch Advisory Partners (together, the "Banks") expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement or any other forward-looking statements they may make   whether as a result of new information, future developments or otherwise.

IMPORTANT INFORMATION

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan   or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States, Australia, Canada or Japan. The Ninety One Shares referred to herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The Ninety One Shares may not be offered or sold in the United States except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained herein, shall form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Ninety One Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

None of the Banks or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Ninety One, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

Each of the Banks is acting exclusively for Ninety One and/or Investec (as applicable) and no-one else in connection with the Demerger and Admission. They will not regard any other person as their respective clients in relation to the Demerger and Admission and will not be responsible to anyone other than Ninety One and/or Investec (as applicable) for providing the protections afforded to their respective clients, nor for providing advice in relation to the Demerger and Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

J.P. Morgan Cazenove is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the FCA in the United Kingdom. Fenchurch Advisory Partners is authorised and regulated by the FCA in the United Kingdom.

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