Result of EGM
Investec PLC
15 November 2005
15 November 2005
INVESTEC PLC
RESULTS OF THE INVESTEC LIMITED GENERAL MEETING AND
THE INVESTEC PLC EXTRAORDINARY GENERAL MEETING
This announcement is not for release, publication or distribution, in whole or
in part, in or into the United States, Canada, Australia or Japan
1. RESULTS OF THE INVESTEC LIMITED GENERAL MEETING AND THE INVESTEC PLC
EXTRAORDINARY GENERAL MEETING
Shareholders are advised that at the General Meeting of Investec Limited and the
Extraordinary General Meeting of Investec plc held on Monday, 14 November 2005,
the special and ordinary resolutions required to give effect to:
• an odd-lot offer to Investec Members ('the Odd-lot Offer');
• amendments to the takeover provisions contained in the articles of
association of Investec Limited and Investec plc; and
• the adoption of a new Incentive Plan by Investec plc,
which were detailed in the Circular dated 20 October 2005, were duly passed by
the required majority of Investec Members. The special resolutions passed at the
Investec Limited General Meeting will be lodged with the South African Registrar
of Companies for registration.
2. RECORD DATE
The election period for the Odd-lot Offer will end at 12:00 (SA time) on Friday,
2 December 2005 and Odd-lot Holders who are recorded on one of the share
registers of Investec at the close of business on Friday, 2 December 2005 are
entitled to participate in the Odd-lot Offer.
3. LAST DAY TO TRADE
If you are an Investec Limited Odd-lot Holder, the last date to trade in order
to participate in the Odd-lot Offer will be Friday, 25 November 2005.
If you are an Investec plc Odd-lot Holder and hold your Investec plc Shares on
the South African branch register the last day to trade in order to participate
in the Investec plc Odd-lot Offer will be Friday, 25 November 2005.
If you are an Investec plc Odd-lot Holder and hold your Investec plc Shares on
the United Kingdom share register the last day to trade in order to participate
in the Investec plc Odd-lot Offer will be Tuesday, 29 November 2005.
4. ELECTION
Odd-lot Holders are reminded that if they fail to make an election in terms of
the Odd-lot Offer by 12:00 (SA time) by 12:00 (SA time) on Friday, 2 December
2005, they will be deemed to have sold their Odd-lot holdings to Investec (other
than in respect of members holding their shares via CREST). Their documents of
title will no longer be good for trading after Friday, 2 December 2005 and will
have no value other than to receive the proceeds of the sale of the shares upon
surrender.
In respect of Investec Limited Odd-lot Holders and Investec plc Odd-lot Holders
who hold their Investec plc Shares on the South African branch share register,
forms of election are to reach the transfer secretaries by 12:00 (SA time) on
Friday, 2 December 2005.
In respect of Investec plc Odd-lot Holders who hold their Investec plc Shares on
the United Kingdom share register, forms of election are to reach the transfer
secretaries by 12:00 (UK time) on Friday, 2 December 2005.
5. FURTHER ANNOUNCEMENTS
An announcement containing the finalisation details of the Offer Price will be
published on SENS and RNS on Friday, 18 November 2005.
A further announcement detailing the results of the Investec Odd-lot Offer will
be published on SENS and RNS on Monday, 5 December 2005.
Enquiries:
Investec plc
Ursula Munitich +44 207 597 5546
Merrill Lynch International +44 207 996 Merrill Lynch South Africa +27 11 305
1000 5555
Peter Tracey Paris Aposporis
Andrew Fairclough
Citigate Dewe Rogerson +44 207 638 9571
Sara Batchelor
Merrill Lynch is acting for Investec and no one else in connection with the
Odd-lot Offer and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Odd-lot Offer and will
not be responsible for providing the protections afforded to its clients nor for
giving advice in relation to the Odd-lot Offer or any transaction or arrangement
referred to, or information contained in this announcement.
The Odd-lot Offer is not being made, directly or indirectly, in or into the
United States, Canada, Australia or Japan or any other jurisdiction where to do
so would constitute a violation of the laws of such jurisdiction. Odd-lot
Holders may not tender Investec Shares into the Odd-lot Offer by any means from
within the United States, Canada, Australia or Japan or any other jurisdiction
where to do so would constitute a violation of the laws of such jurisdiction.
The Odd-lot Offer is not being made, directly or indirectly, by use of the mails
or by any means or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign commerce, or
any facility of a national securities exchange, of the United States, Canada,
Australia or Japan. Accordingly, copies of this announcement or any accompanying
documents are, subject to certain exceptions, not being, directly or indirectly,
mailed or otherwise distributed, forwarded or transmitted in, into or from the
United States. Any persons receiving such documents (including, without
limitation, custodians, nominees and trustees) should observe these restrictions
and should not, subject to certain exceptions, mail or otherwise distribute,
forward or transmit them in, into or from the United States or any other
jurisdiction where to do so would constitute a violation of the laws of such
jurisdiction, or use such means, instrumentality or facility in connection with
the Odd-lot Offer, and so doing may render invalid any related purported
acceptance of the Odd-lot Offer. Any persons (including, without limitation,
custodians, nominees and trustees) who would or otherwise intend to, or may have
a contractual or other legal obligation to, forward this announcement or any
accompanying documents to the United States should seek appropriate advice
before taking any action.
VOTES FOR VOTES VOTES RESULT
AGAINST ABSTAIN
Investec Limited
Special Resolutions
1 Amendment to the Articles 70,353,403 121,904 456,411 Carried
of Association of Investec
Limited to permit Odd-lot
Offers
2 Authority to repurchase 70,353,566 104,430 473,722 Carried
shares pursuant to the
Odd-lot Offer
Ordinary Resolutions
3 Authority to make and 70,353,566 121,904 456,248 Carried
implement the Odd-lot
Offer
Special Resolutions
4 Amendment to the Articles 70,457,072 17,662 456,984 Carried
of Association of Investec
Limited relating to the
takeover provisions
Ordinary Resolutions
5 Approval of authority to 68,419,458 1,384,082 1,128,178 Carried
establish new share plans
based on the new Incentive
Plan
Investec plc
Special Resolutions
6 Amendment to the Articles 73,337,572 121,933 9,765 Carried
of Association of Investec
plc to permit Odd-lot
Offers
7 Authority to repurchase 73,327,872 131,633 9,765 Carried
shares pursuant to the
Odd-lot Offer
Ordinary Resolutions
8 Authority to make and 73,355,046 104,459 9,765 Carried
implement the Odd-lot
Offer
Special Resolutions
9 Amendment to the Articles 73,459,124 114 10,032 Carried
of Association of Investec
plc relating to the
takeover provisions
Ordinary Resolutions
10 Approval of the new 71,559,376 1,504,822 405,072 Carried
Incentive Plan
Investec Investec
Limited plc
1 Amendment to the Articles of
Association of Investec Limited to
permit Odd-lot Offers
Total number of proxy votes
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote 31,923,820 41,361,127
for the
resolution
Was to vote 10,759 111,144
against the
resolution
Was to 67 456,344
abstain on
the
resolution
May vote at N/A 852,226
the proxy's
discretion
2 Authority to repurchase shares
pursuant to the Odd-lot Offer
Total number of proxy votes
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote 31,923,820 41,268,185
for the
resolution
Was to vote 10,759 93,670
against the
resolution
Was to 67 473,655
abstain on
the
resolution
May vote at N/A 852,226
the proxy's
discretion
3 Authority to make and implement the
Odd-lot Offer
Total number of proxy votes
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote 31,923,820 41,250,711
for the
resolution
Was to vote 10,759 111,144
against the
resolution
Was to 67 456,181
abstain on
the
resolution
May vote at N/A 852,226
the proxy's
discretion
4 Amendment to the Articles of
Association of Investec Limited
relating to the takeover
provisions
Total number of proxy votes
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote 31,934,504 41,241,011
for the
resolution
Was to vote 74 17,587
against the
resolution
Was to 68 456,916
abstain on
the
resolution
May vote at N/A 852,226
the proxy's
discretion
5 Approval of authority to establish
new share plans based on the new
Incentive Plan
Total number of proxy votes
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote 31,923,775 39,472,630
for the
resolution
Was to vote 138 1,383,943
against the
resolution
Was to 10,733 1,117,445
abstain on
the
resolution
May vote at N/A 852,226
the proxy's
discretion
6 Amendment to the Articles of
Association of Investec plc to
permit Odd-lot Offers
Total number of proxy votes
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote 31,914,544 37,499,208
for the
resolution
Was to vote 10,685 111,247
against the
resolution
Was to 9,417 348
abstain on
the
resolution
May vote at N/A 1,183
the proxy's
discretion
7 Authority to repurchase shares
pursuant to the Odd-lot Offer
Total number of proxy votes
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote 31,914,544 37,406,386
for the
resolution
Was to vote 10,685 120,947
against the
resolution
Was to 9,417 348
abstain on
the
resolution
May vote at N/A 1,183
the proxy's
discretion
8 Authority to make and implement the
Odd-lot Offer
Total number of proxy votes
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote 31,914,544 37,406,386
for the
resolution
Was to vote 10,685 93,773
against the
resolution
Was to 9,417 348
abstain on
the
resolution
May vote at N/A 1,183
the proxy's
discretion
9 Amendment to the Articles of
Association of Investec plc
relating to the takeover
provisions
Total number of proxy votes
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote 31,925,228 37,406,223
for the
resolution
Was to vote 113
against the
resolution
Was to 9,418 614
abstain on
the
resolution
May vote at N/A 1,635
the proxy's
discretion
10 Approval of the new Incentive
Plan
Total number of proxy votes
exercisable by all proxies validly
appointed
Total number of proxy votes in
respect of which the appointments
specified that the proxy-
Was to vote 31,914,429 35,472,323
for the
resolution
Was to vote 9,482 1,495,339
against the
resolution
Was to 10,735 394,337
abstain on
the
resolution
May vote at N/A 1,183
the proxy's
discretion
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