Form 8 (DD) - Investec plc

RNS Number : 2124M
Investec PLC
11 August 2011
 



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

 

(jointly "Investec")

 

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 Disclosure, Transparency and Listing Rules of the United Kingdom Listing Authority (the "UKLA") and/or the JSE Listing Requirements.

FORM 8 (DD)

 

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

 

As announced on 15 May, 2003, Investec Limited entered into various black economic empowerment transactions (the "BEE Transaction") as part of their commitment to broadening both the ownership and representative components of black economic empowerment.

 

In 2003 the BEE Transaction required financing arrangements that facilitated the purchase of Investec Limited ordinary shares. This was an eight year transaction which has matured and some of the parties to the BEE Transaction have agreed to a refinancing of these arrangements which results in various transactions in relation to both Investec Limited and Investec plc ordinary shares. 

 

After the conclusion of this refinancing, the Entrepreneurship Development Trust will hold 23,001,108 Investec Limited ordinary shares (shareholding as at 31 March 2011: 14,000,000) and Tiso INL Investments 1 (Pty) Limited (a 100% held company by Kagiso Tiso Holdings Limited) will hold  7,062,635 Investec Limited ordinary shares (shareholding as at 31 March 2011: 14,000,000) and Peu INL Investments 1 (Pty) Limited (a 100% held company by Peu Group Limited) will hold  zero Investec Limited ordinary shares (shareholding as at 31 March 2011: 5,555,555).

 

The Form 8 DD announcement set out below includes specific details of these transactions arising from the refinancing.

 

1.         KEY INFORMATION

 

(a) Identity of the party to the offer or person acting in concert making the disclosure:

INVESTEC BANK PLC / INVESTEC LTD

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient


(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

INVESTEC PLC

(d) Status of person making the disclosure:

     e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)

OFFEROR

(e) Date dealing undertaken:

10/08/2011

(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

YES - INVESTEC LTD

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

 

Class of relevant security:

 

0.02p ordinary

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

 

30,492,673

 

5.6216



(2) Derivatives (other than options):





(3) Options and agreements to purchase/sell:



-5,108,063

0.9417

 

     TOTAL:

 

30,492,673

 

5.6216

 

-5,108,063

 

0.9417

 

All interests and all short positions should be disclosed.

 

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities (including directors' and other executive options)

 

Class of relevant security in relation to which subscription right exists:


Details, including nature of the rights concerned and relevant percentages:


 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

 

(a)        Purchases and sales

 

Class of relevant security

Purchase/sale

 

Number of securities

Price per unit

ZAR (Cents)

 

Ordinary

 

 

 

 

 

 

 

 

 

 

 

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase


Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

Sales

 

1806

6560

546

101

250

5000

1488

43512

217

1944

921

2199

501

600

28613

42545

754

4490

1916

13951

1920

669

5586

4876

13885

2050

38552

4170

280

853

2986

3118

7621

1792

103

21

250

5000

760

2760

9756

1855

17876

20563

2277

2304

5754

5948

5454

4668

4721

46603

22246

629

9473

1171

60000

107504

163

1949

41751

107

2588

21101

5530

6438

128

3998

350

1316

3509

24871

1925

776

3999

100000

420

1610

582

750

579

827

15774

681

2266

2624

1927

50921

100

1400

4144

400

283

190

1696

2418

1820

819

1181

6174

10240

85126

15000

10000


827

827

827

101

827

500

827

10000

827

827

827

827

960

694

300

4134

471

101

827

827

827

965

689

1

471

2481

2481

101

471

827

827

2

827

200

1654

469

471

7200000

 

4576

4577

4578

4578

4579

4580

4584

4586

4586

4588

4589

4596

4598

4599

4600

4600

4601

4602

4604

4605

4606

4608

4609

4610

4611

4612

4613

4615

4616

4617

4618

4619

4620

4624

4625

4627

4629

4630

4630

4631

4632

4633

4634

4635

4636

4637

4640

4641

4642

4643

4644

4645

4646

4647

4648

4649

4650

4650

4653

4658

4660

4662

4663

4664

4666

4668

4669

4670

4673

4674

4675

4676

4677

4679

4680

4684

4685

4686

4687

4688

4694

4700

4700

4703

4703

4704

4704

4705

4706

4710

4710

4711

4712

4718

4718

4719

4727

4736

4737

4739

4740

4740

5200

5200


4577

4581

4600

4600

4601

4602

4607

4640

4650

4652

4659

4665

4675

4676

4680

4680

4680

4681

4684

4686

4687

4688

4689

4691

4697

4700

4705

4705

4705

4710

4711

4718

4719

4720

4720

4728

4752

5361


 

(b)        Derivatives transactions (other than options)

 

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit


 

 




 

(c)        Options transactions in respect of existing securities

 

(i)         Writing, selling, purchasing or varying

 

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

0.02p ordinary

Put Option

Written

25,000

ZAR 62

European

31/08/2011


0.02p ordinary

Call Option

Purchased

 

25,000

ZAR 52

European

31/08/2011


 

(ii)        Exercising

 

Class of relevant security

Product description

e.g. call option

Number of securities

Exercise price per unit




 

 

 

(d)        Other dealings (including subscribing for new securities)

 

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)


 

 



 

The currency of all prices and other monetary amounts should be stated.

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer or person acting in concert making the disclosure and any other person:

If there are no such agreements, arrangements or understandings, state "none"

 

 

 

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None.

 

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

YES

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

11/08/2011

Contact name:

Gary Darch

Telephone number:

0207 597 4549

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 



 

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

 

DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

 

 

1.         KEY INFORMATION

 

Identity of person whose open positions are being disclosed:

INVESTEC BANK PLC/LTD

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

INVESTEC PLC

 

2.         OPTIONS AND DERIVATIVES

 

Class of relevant security

Product description e.g. call option

Written or purchased

Number of securities to which option or derivative relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

0.02p ordinary

Put Option

Purchased

4,760

ZAR 42

American

15/12/2011

0.02p ordinary

Call Option

Purchased

 

1,000

ZAR 59

American

15/09/2011

0.02p ordinary

Put Option

Purchased

 

50,000

ZAR 75

European

16/07/2012

0.02p ordinary

Call Option

Purchased

 

25,000

ZAR 62

European

31/08/2011

0.02p ordinary

Put Option

Written

25,000

ZAR 52

European

31/08/2011

0.02p ordinary

Call Option

Written

50,000

ZAR 75

European

16/07/2012

0.02p ordinary

Futures

Purchased

 

715


European

15/12/2011

0.02p ordinary

Futures

Written

8,766


European

15/09/2011

0.02p ordinary

Put Option

Written

25,000

ZAR 62

European

31/08/2011

0.02p ordinary

Call Option

Purchased

 

25,000

ZAR 52

European

31/08/2011

 

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

 

Full details should be given so that the nature of the interest or position can be fully understood:

 

 

 

 

 

 

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to contracts for differences ("CFDs") or spread bets.

 

The currency of all prices and other monetary amounts should be stated.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

 


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