Investec Wealth & Investment-Rathbones Combination

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

FOR IMMEDIATE RELEASE

21 September 2023

Completion of the Combination

Further to the announcements dated 4 April 2023 and 2 August 2023 regarding an all-share combination of Investec Wealth & Investment Limited ("Investec W&I UK") and Rathbones Group Plc ("Rathbones") (the "Combination"), Investec plc ("Investec Group") is pleased to announce completion of the Combination.

Under the terms of the Combination, Rathbones has now issued to Investec Bank Plc as consideration:

(i)         27,056,463 ordinary voting shares representing 29.9% of the Rathbones enlarged ordinary voting share capital; and 

(ii)        17,481,868 convertible non-voting ordinary shares, 

such that Investec Group now has an economic interest of 41.25% in Rathbones' enlarged share capital. 

Following completion, and as described in the combined prospectus and circular published on 1 June 2023 (the "Prospectus"), Investec Group is entitled to appoint two Non-Executive Directors (NED) of Rathbones. Investec Group has nominated Ruth Leas in her role as CEO of Investec Bank plc and Henrietta Baldock in her role as Non-Executive Director of the Investec Group, and consequently their respective appointments have now taken effect subject to regulatory approval. It was previously published that Ciaran Whelan would be one of the Investec plc representatives. Ciaran will continue to play a senior role in the integration process, utilising his extensive experience to help secure the ongoing success of this transaction.

Enquiries:

Investec plc

Tel: +27 (0) 11 291 0129

Qaqambile Dwayi, Investor Relations

Fenchurch Advisory Partners (Joint Financial Adviser to Investec Group)

Tel: +44 20 7382 2222

Malik Karim, Graham Marchant, Tom Murphy, Josh Needham

Investec Investment Banking (Joint Financial Adviser and Joint Corporate Broker to Investec Group)

Tel: +44 20 7597 5970

Christopher Baird, Tom Lewin, Sean Crookes

Investec Bank Limited (JSE Equity Sponsor to Investec Group)

Tel: +27 11 286 7000

Monique Otto

Brunswick (South Africa PR advisers to Investec Group)

Tel: +27 (0) 63 685 6053

Graeme Coetzee

Lansons (UK PR advisers to Investec Group)

Tel: +44 (0) 78 6010 1715

Tom Baldock

Important notices:

The information contained in this announcement is inside information as stipulated under the UK Market Abuse Regulation. Upon publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging this announcement on behalf of Investec Group is David Miller, Company Secretary.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

This announcement contains certain forward-looking statements, beliefs or opinions, with respect to the potential outlook for the Enlarged Rathbones Group. These statements, indicated by the words "would", "envisage", "believe" and "may", and words of similar meaning, reflect Rathbones and Investec Group's beliefs and expectations and are based on numerous assumptions and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of Rathbones, Investec Group or the Enlarged Rathbones Group to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond Rathbones, Investec Group and/or the potential Enlarged Rathbones Group's ability to control or estimate precisely and you are therefore cautioned not to place undue reliance on such forward-looking statements.

Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for Investec Group and no one else in connection with the matters referred to in this announcement. Fenchurch will not be responsible to anyone other than Investec Group for providing the protections afforded to clients of Fenchurch, nor for providing advice in relation to the contents of, or matters referred to in, this announcement. Neither Fenchurch nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Fenchurch in connection with the matters referred to in this announcement, or otherwise.

Investec Bank plc ("Investec Investment Banking"), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority and PRA in the United Kingdom, is acting exclusively as financial adviser to Investec Group and for no one else in connection with the matters referred to in this announcement and will not be responsible to any person other than Investec Group for providing the protections afforded to clients of Investec Group, nor for providing advice in relation to the content of this announcement or any matter referred to in this announcement. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec Group in connection with this announcement, any statement contained herein or otherwise.