Investec PLC INVP Investec Ltd - Class meeting

  Investec PLC (INVP) - Investec Ltd - Class meeting

RNS Number : 2063J
Investec PLC
02 August 2012
 



Investec Limited                             Investec plc

Incorporated in the Republic of South Africa Incorporated in England and Wales

Registration number 1925/002833/06           Registration number 3633621

JSE share code: INL                          JSE share code: INP

ISIN: ZAE000081949                           ISIN: GB00B17BBQ50

 

 

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

 

 

ADJOURNMENT  OF  THE   CLASS  MEETING   OF  HOLDERS   OF  INVESTEC   LIMITED'S 
NON-REDEEMABLE, NON-CUMULATIVE, NON-PARTICIPATING PREFERENCE SHARES

 

Holders  of  Investec  Limited  ("Investec")  non-redeemable,  non-cumulative, 
non-participating  preference  shares  ("Perpetual  Preference  Shares")   are 
notified that the class meeting held today, Thursday, 02 August 2012 at 09:30,
was adjourned due to the quorum requirements for the meeting not being met.  

 

The adjourned class meeting will take place on Friday, 10 August 2012 at 11:00
at the registered office of Investec Limited, 2^nd floor, 100 Grayston  Drive, 
Sandown, Sandton 2196 to  consider, and if deemed  fit, pass, with or  without 
modification, the  resolution below,  to be  passed as  if it  were a  special 
resolution.

 

Resolution no. 1: Amendment to the existing Memorandum of Incorporation

 

Resolved that:

•      Article  152 of the  existing Memorandum of  Incorporation of  Investec 
Limited be  amended in  terms of  and pursuant  to the  provisions of  section 
16(5)(b) of the Companies Act, No. 71 of 2008, as amended, as follows:

 

(a)        the deletion  of the existing article  152.1.8 and the  replacement 
thereof with the following new article 152.1.8:

 

"152.1.8  "preference  dividend  rate" means,  in  respect of  any  preference 
dividend payable by the company on any preference dividend payment date -

             

152.1.8A:  to the extent to which the  company has STC credit which equals  or 
exceeds the whole or any part  of such preference dividend, then that  portion 
of the preference  dividend in  respect of which  the company  has STC  credit 
shall be calculated in accordance with Article 152.2.4 at a rate that will not
exceed 70% (seventy per cent) of the prime rate; or

 

152.1.8B:  to the extent to which the  company does not have STC credit  which 
equals such preference dividend, then that portion of the preference  dividend 
in respect  of  which  the  company  has  insufficient  STC  credit  shall  be 
calculated in accordance with Article 152.2.4  at a rate that will not  exceed 
77.77% (seventy seven point seven seven per  cent) of the prime rate, in  each 
case with the prime rate being used as a rate of reference;"

 

(b)              by  the  insertion  of the  following  new  article  152.1.9A 
immediately after article 152.1.9:

 

"152.1.9A: "STC credit" means an amount determined in terms of section  64J(2) 
of the Income Tax Act.",

 

(c )      by the deletion of the existing article 152.2.7 in its entirety.

 

The reason and effect of this resolution no. 1 is to allow for the gross-up of
the  dividend   rate   payable  to   the   holders  of   the   non-redeemable, 
non-cumulative,  non-participating  preference  shares  of  Investec   Limited 
following the implementation of Dividend Tax  which came into effect in  South 
Africa on 01 April 2012.

 

 

 

The Investec  ordinary  shareholders  approved the  equivalent  resolution  at 
Investec's Annual General Meeting held today, 02 August 2012, but in order  to 
be effective requires the approval by the holders of the Perpetual  Preference 
Shares at the adjourned class meeting, as if it were a special resolution, and
the directors of Investec recommend that you vote in favour hereof.

 

 

 

 

London and Johannesburg

02 August 2012

 

Sponsor:

Investec Bank Limited

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MSCPTMATMBBMBTT -0- Aug/02/2012 15:30 GMT