Proxy Solicitation & Information Statement • Mar 6, 2025
Proxy Solicitation & Information Statement
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN INDEPENDENT FINANCIAL OR LEGAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISOR DULY AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UK OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED FINANCIAL ADVISOR.
If you have sold or otherwise transferred all of your Ninety One plc Shares and/or Ninety One Limited Shares (or beneficial entitlement to such Ninety One plc Shares and/or Ninety One Limited Shares), please forward this document and the accompanying documents as soon as possible to the purchaser or transferee or to the bank, stockbroker, CSDP, or other agent through or to whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this document to any jurisdiction outside the UK and South Africa should seek appropriate advice before taking any action.
This document does not constitute a prospectus or prospectus equivalent document. This document does not constitute or form part of an offer or an invitation to any person to subscribe for, purchase, acquire, sell, dispose of, or any solicitation of an offer to sell, dispose of, purchase, acquire or subscribe for, any securities in Ninety One plc or Ninety One Limited.
(incorporated in England and Wales with registered number 12245293)
LSE share code: N91 JSE share code: N91 ISIN: GB00BJHPLV88
(incorporated in South Africa with registered number 2019/526481/06) JSE share code: NY1 ISIN: ZAE000282356
Ninety One Shareholders should read the whole of this document and the information incorporated by reference. In addition, this document should be read in conjunction with the attached / enclosed Form of Proxy. Definitions in this document are set out in Part VI. Your attention is drawn to the letter from the Chairman of Ninety One set out in Part I of this document, which contains the unanimous recommendation of the Ninety One Boards that you vote in favour of the Resolutions to be proposed at the General Meetings.
A copy of this document will be available on Ninety One's website at www.ninetyone.com/sanlamcircular from the time this document is issued.
Notices of the General Meetings, each of which is to be held on Wednesday, 9 April 2025 at 10:30 (UK Time) / 11:30 (SA Time), are set out at the end of this document which include the actions to be taken in respect of the General Meetings, including the procedure to appoint proxies. In accordance with the Ninety One DLC Structure, the General Meetings will be held in parallel and the shareholders of both Ninety One plc and Ninety One Limited will have the opportunity to vote on each of the Resolutions, with the votes aggregated to determine the result. The Ninety One Limited General Meeting will be held as an electronic meeting and the Ninety One plc General Meeting will be held as a hybrid physical and electronic meeting. For those shareholders electing to join and participate in person, the Ninety One plc General Meeting will be held at 55 Gresham Street, London EC2V 7EL, United Kingdom.
Application will be made for: (i) all of the Ninety One plc SA Transaction Consideration Shares to be admitted to the equity shares (commercial companies) segment of the UK Official List and to trading on the London Stock Exchange's main market for listed securities; (ii) for the secondary inward listing and admission to trading of all of the Ninety One plc SA Transaction Consideration Shares on the main board of the Johannesburg Stock Exchange; and (iii) the primary listing and admission to trading of all of the Ninety One Limited SA Transaction Consideration Shares on the main board of the Johannesburg Stock Exchange.
Application will be also made for all of the Ninety One plc UK Transaction Consideration Shares to be admitted to the equity shares (commercial companies) segment of the UK Official List and to trading on the London Stock Exchange's main market for listed securities and for the secondary inward listing and admission to trading of all of the Ninety One plc UK Transaction Consideration Shares on the main board of the Johannesburg Stock Exchange. Rothschild & Co is acting as financial advisor to Ninety One and for no one else in connection with the Proposed Transaction and will not be responsible to anyone other than Ninety One for providing advice in relation to the Proposed Transaction or any other matter or arrangement referred to in this document.
J.P. Morgan is acting exclusively as JSE transaction sponsor to Ninety One Limited and no one else in connection with the Proposed Transaction, and will be subject to the requirements imposed on such a sponsor under the JSE Listings Requirements.
J.P. Morgan assumes no responsibility whatsoever and makes no representations or warranties, express or implied, in relation to the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by Ninety One, or on Ninety One's behalf, or by J.P. Morgan, or on any of their behalf, and nothing contained in this document is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with Ninety One or the Proposed Transaction. J.P. Morgan disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, delict, contract or otherwise which it might otherwise be found to have in respect of this document or any such statement.
The release, publication or distribution of this document in jurisdictions other than the UK and South Africa may be restricted by law and, therefore, persons into whose possession this document comes should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Proposed Transaction disclaim any responsibility or liability for the violation of such requirements by any person. This document has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the FCA Rules insofar as applicable, the Ninety One plc Articles, South African law requirements under the South African Companies Act, and the Ninety One Limited MOI and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside England and Wales and South Africa.
Date of issue: Thursday, 6 March 2025
| Ninety One plc and Ninety One Limited | ||||
|---|---|---|---|---|
| Secretary and registered office | Ninety One plc Registration number 12245293 Amina Rasool 55 Gresham Street London EC2V 7EL United Kingdom Ninety One Limited Registration number 2019/526481/06 Ninety One Africa Proprietary Limited 36 Hans Strijdom Avenue Foreshore Cape Town |
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| 8001 South Africa |
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| Directors | ||||
| Chairman (non-executive director) | Gareth Penny (Chairman) | |||
| Executive directors | Hendrik du Toit (Chief Executive Officer) Kim McFarland (Finance Director) |
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| Non-executive directors | Busisiwe Mabuza | |||
| Colin Keogh | ||||
| Idoya Basterrechea Aranda | ||||
| Khumo Shuenyane | ||||
| Victoria Cochrane | ||||
| Financial Advisor | Rothschild & Co South Africa Proprietary Limited 144 Oxford Road Rosebank Johannesburg 2196 South Africa |
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| JSE Transaction Sponsor | J.P. Morgan Equities South Africa Proprietary Limited 1 Fricker Road Corner Hurlingham Road Illovo 2196 South Africa |
| Independent Auditors | PricewaterhouseCoopers LLP |
|---|---|
| 7 More London Riverside | |
| London | |
| SE1 2RT | |
| United Kingdom | |
| PricewaterhouseCoopers Inc. | |
| 5 Silo Square | |
| V&A Waterfront | |
| Cape Town | |
| 8002 | |
| South Africa | |
| Registrars in the UK | Computershare Investor Services PLC |
| The Pavilions | |
| Bridgwater Road | |
| Bristol | |
| BS99 6ZZ | |
| United Kingdom | |
| Telephone (+44) 370 703 6027 | |
| Transfer Secretaries in South Africa | Computershare Investor Services Proprietary Limited |
| Rosebank Towers | |
| 15 Biermann Avenue | |
| Rosebank | |
| 2196 | |
| Private Bag X9000 | |
| Saxonworld | |
| 2132 | |
| South Africa | |
| Telephone (+27) 11 370 5000 | |
| South Africa Legal Advisors | Edward Nathan Sonnenbergs Inc. |
| The MARC, Tower 1 | |
| 129 Rivonia Road | |
| Sandton | |
| Johannesburg | |
| 2196 | |
| South Africa | |
One Silk Street London EC2Y 8HQ United Kingdom
This document may include certain forward-looking statements, beliefs or opinions, including statements with respect to the Ninety One Group's or the Ninety One Enlarged Group's business, financial condition and results of operations. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other various or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements are made by the Ninety One Directors in good faith based on the information available to them at the date of this document and reflect the Ninety One Directors' beliefs and expectations. By their nature these statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forwardlooking statements, including, without limitation, developments in the global economy, changes in regulation and government policies, spending and procurement methodologies, currency fluctuations, a failure in the Ninety One Group's or the Ninety One Enlarged Group's health, safety or environmental policies.
No representation or warranty is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this document speak only as of their respective dates, reflect the Ninety One Directors' 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 or the Ninety One Enlarged Group's operations and growth strategy. You should specifically consider the factors identified in this document which could cause actual results to differ before making any decision in relation to the Resolutions. Subject to the requirements of the FCA, the London Stock Exchange, the FCA Rules, the South African Companies Act (and/or any regulatory requirements) or applicable law, Ninety One explicitly disclaims any obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this document that may occur due to any change in Ninety One's expectations or to reflect events or circumstances after the date of this document.
No statement in this document is or is intended to be a profit forecast or to imply that the earnings of Ninety One for the current or future financial years will necessarily match or exceed the historical or published earnings of Ninety One.
Any information contained in this document on the price at which shares or other securities in Ninety One have been bought or sold in the past, or on the yield on such shares or other securities, should not be relied upon as a guide to future performance.
A copy of this document, together with all information incorporated into this document by reference to another source, is and will be available for inspection on Ninety One's website at www.ninetyone.com/sanlamcircular from the time this document is published. For the avoidance of doubt, the contents of the website referred to in this document are not incorporated into and do not form part of this document.
If and to the extent that any document or information incorporated by reference or attached to this document, itself incorporates any information by reference, either expressly or impliedly, such information will not form part of this document, except where such information or documents are stated within this document as specifically being incorporated by reference or where this document is specifically defined as including such information.
In particular, information on or accessible through Ninety One's corporate website at www.ninetyone.com does not form part of and is not incorporated into this document.
Percentages in tables may have been rounded and accordingly may not add up to 100 per cent. Certain financial data has been rounded and, as a result of this rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data.
References to "£", "GBP" "pounds", "pounds sterling", "sterling", "p", "penny" or "pence" are to the lawful currency of the United Kingdom.
References to "R", "ZAR" or "rands" are to the lawful currency of South Africa.
Certain terms used in this document, including capitalised terms and certain technical and other items, are defined and explained in Part VI of this document.
| PART I LETTER FROM THE CHAIRMAN OF NINETY ONE 9 | |
|---|---|
| PART II EXPECTED TIMETABLE OF PRINCIPAL EVENTS 20 | |
| PART III PRO FORMA FINANCIAL INFORMATION OF NINETY ONE 22 | |
| PART IV INDEPENDENT AUDITOR'S ASSURANCE REPORT ON PRO FORMA FINANCIAL INFORMATION 27 |
|
| PART V ADDITIONAL INFORMATION 29 | |
| PART VI DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS 31 | |
| PART VII NOTICE OF NINETY ONE PLC GENERAL MEETING 40 | |
| PART VIII NOTICE OF NINETY ONE LIMITED GENERAL MEETING 47 | |
| PART IX NINETY ONE LIMITED SHAREHOLDER FORM OF PROXY 54 | |
| PART X INFORMATION FOR ACCESSING THE ELECTRONIC GENERAL MEETINGS ON THE DAY 57 |
|
| PART XI ONLINE USER GUIDE 59 |
Dear Shareholder
Recommended resolutions for the issue of shares in Ninety One Limited and Ninety One plc in connection with the acquisition of Sanlam's active asset management business.
This letter from the Chairman forms part of the Circular and the definitions and interpretations in Part VI of this Circular apply to this Part I.
On 20 November 2024, Ninety One and the Sanlam Group jointly announced that Ninety One and Sanlam had entered into the binding Framework Agreement in terms of which the parties thereto agreed to establish a long-term strategic relationship whereby the Sanlam Group would appoint Ninety One as its primary active asset manager for its single-managed local and global products with preferred access to Sanlam's distribution network (the "Proposed Transaction").
Furthermore, Sanlam has agreed to serve as an anchor investor in Ninety One's international private and specialist credit investment strategies that meet its investment requirements.
The Framework Agreement envisaged that the Proposed Transaction would be implemented pursuant to a number of Operative Agreements. Certain of those Operative Agreements (referred to as the Implementation Operative Agreements) were entered into on 6 March 2025 between the Ninety One Group and the Sanlam Group (as described in further detail below). Pursuant to the Implementation Operative Agreements, the Proposed Transaction will be structured as follows:
− SI UK will transfer its active asset management business (including certain investment professionals currently employed by SI UK) to Ninety One UK, pursuant to which Ninety One UK will be appointed as the primary active asset manager for a specific portion of Sanlam's AUM referred to in paragraph 9 of this Part I below that is managed by SI UK as at the date of this document (the "UK Transaction").
As consideration for the Proposed Transaction, the Sanlam Group will receive 125,694,804 Ninety One Shares as a combination of Ninety One plc Shares and Ninety One Limited Shares, equating to an approximate 12.3% equity stake in Ninety One on a DLC basis, based on the total issued share capital of Ninety One as at the Last Practicable Date. Further details in relation to the split of the Ninety One Shares to be issued to the Sanlam Group are set out in paragraph 4 of this Part I.
While the UK Transaction and the SA Transaction are not inter-conditional, the parties are not obliged to complete the closing of the UK Transaction if prior thereto, the SA Transaction becomes incapable of completion. Each of the UK Transaction and the SA Transaction is subject to various suspensive conditions, including certain regulatory and other customary approvals. Additionally, the SA Transaction is subject to the completion of the SI Reorganisation and SIH minority shareholder approval. The SA Transaction is also subject to Ninety One shareholder approval of the Resolutions set out in this document given that: (i) the issuance of the Ninety One plc SA Transaction Consideration Shares and the Ninety One Limited SA Transaction Consideration Shares in connection with the SA Transaction exceeds the existing allotment authorities as approved by the Ninety One Shareholders at Ninety One's 2024 AGM; and (ii) under the structure of the Proposed Transaction, the Ninety One plc Shares to be issued in connection with the SA Transaction will for UK company law purposes be issued for cash or cash equivalent, requiring a disapplication of pre-emption rights.
The UK Transaction is not subject to Ninety One shareholder approval and the issuance of the Ninety One plc Shares to SI UK in connection with the UK Transaction will take place pursuant to Ninety One plc's existing allotment authority, as previously approved by Ninety One shareholders at its 2024 AGM (the "NPLC AGM Standing Authority") and thus no approval is being sought from Ninety One Shareholders for the UK Transaction. The UK Transaction is currently expected to close during Q2 2025 and the long stop date for the completion of the UK Transaction is 15 August 2025. The long stop date for completion of the SA Transaction is 31 March 2026. The closing dates for each of the UK Transaction and the SA Transaction will be dependent on the fulfilment of the suspensive conditions applicable to each transaction.
The remaining Operative Agreements will be entered into on or before closing of the UK Transaction or the SA Transaction (as applicable), as described further in paragraphs 3 and 7 of this Part I below.
The purpose of this document is therefore to:
Details of the specific actions you need to take to vote on the Resolutions are set out in the Notices of General Meetings which can be found in Parts VII and VIII of this document.
Ninety One, established in 1991 in South Africa, is an active investment manager for third-party clients, including South Africa's leading financial institutions. From its emerging market origins, the firm has built a global presence operating across more than 15 countries, including South Africa, Botswana, Namibia, the United Kingdom, the United States of America, Canada, Hong Kong, Singapore, Australia, Luxembourg, Germany, Guernsey, Abu Dhabi and Saudi Arabia. Ninety One plc has a primary listing on the London Stock Exchange and has a secondary inward listing on the Johannesburg Stock Exchange. Ninety One Limited has a primary listing on the Johannesburg Stock Exchange.
Sanlam, established in 1918, is the largest non-banking financial services group in Africa and is listed on the Johannesburg Stock Exchange, Namibia Securities Exchange and A2X Markets. Sanlam operates in 31 countries across Africa, the United Kingdom and Asia, including eight of the ten largest African economies. Sanlam offers a wide range of financial solutions, including life and general insurance, health, financial planning, retirement, investments, wealth management and credit, to institutional and retail clients. As a leading player in the non-banking financial services sector, Sanlam has built an extensive distribution network within the South African market, delivering solutions to a diverse client base.
For Ninety One, the Proposed Transaction strengthens its existing relationship with Sanlam. Ninety One will gain preferred access to Sanlam's distribution network, expanding its market reach into savings pools outside the normal reach of the Ninety One brand. This strategic relationship enables Ninety One to bolster its South African market leadership and reinforce its ability to deliver outcomes that benefit clients over the long term.
Furthermore, anchor investment will be provided by Sanlam for Ninety One to accelerate the expansion of its international private and specialist credit investment offerings. This strategic move complements Sanlam's own private credit initiatives and addresses its long-term need for high-quality private credit assets, positioning it to meet growing market demand effectively.
For Sanlam, the Proposed Transaction supports Sanlam's strategy to strengthen its market position in South Africa. Sanlam has a complete range of investment capabilities to ensure that assets can be managed optimally on behalf of clients and shareholders. As a core building block of its investment solutions, Sanlam's active asset management capability will be strengthened by this arrangement.
Sanlam selected Ninety One after identifying it as a pre-eminent South African active investment manager and in recognition of Ninety One's integrated approach to managing South African and offshore assets, reflecting the demands of an increasingly global industry. Over time, Sanlam anticipates that Ninety One's investment culture and research processes will further enhance the expertise of Sanlam's investment teams, enabling them to deliver enhanced outcomes for clients.
In order to implement the Proposed Transaction, the Ninety One Group and the Sanlam Group entered into the following Implementation Operative Agreements on 6 March 2025, the salient features of which are described below:
− UK Transfer Agreement: governs the transfer of SI UK's active asset management business, including the transfer of certain investment professionals, to Ninety One UK, for the consideration described in paragraph 4 of this Part I below. The UK Transfer Agreement contains terms which are customary for a transaction of this nature such as, but not limited to, terms in respect of the transfer of the active asset management business, the consideration due from Ninety One in connection with the UK Transaction, and the suspensive conditions for the UK Transaction as described in more detail in paragraph 7 of this Part I below. In addition, pursuant to the UK Transfer Agreement, the UK Investment Management Agreements setting out the terms for appointment of Ninety One UK as the primary active asset manager for the SI UK mandates will be entered into prior to closing of the UK Transaction.
As set out above, the parties have agreed that the consideration for the Proposed Transaction will be settled by the issue of a fixed number of Ninety One Shares. Sanlam Group will receive 125,694,804 Ninety One Shares, in a combination of Ninety One plc Shares and Ninety One Limited Shares, equating to an approximate 12.3% equity stake in Ninety One on a DLC basis, based on the total issued share capital as at the Last Practicable Date.
Ninety One and Sanlam have agreed that the consideration shall be due as follows:
which together will comprise approximately 9.7% of Ninety One on a DLC basis post-Closing of the Proposed Transaction, calculated on the basis of Ninety One's total ordinary issued share capital as at the Last Practicable Date. Further details on SIH's underlying shareholding structure are detailed in paragraph 10 of this Part I below; and
− Sanlam Life will be issued 12,594,619 Ninety One plc Shares (on the Ninety One plc SA Register) (the "Ninety One plc Sanlam Life Consideration Shares" and together with the Ninety One plc SIH Consideration Shares, the "Ninety One plc SA Transaction Consideration Shares") equivalent to approximately 1.8% of Ninety One plc (being approximately 1.2% of Ninety One on a DLC basis) post-Closing of the Proposed Transaction, calculated on the basis of Ninety One's total issued ordinary share capital as at the Last Practicable Date.
Paragraph 10 of this Part 1 sets out further information on Sanlam's shareholding in Ninety One as a result of the Proposed Transaction.
In this document:
The Ninety One plc UK Transaction Consideration Shares to be issued in respect of the UK Transaction will be issued pursuant to the existing NPLC AGM Standing Authority such that no further Ninety One shareholder approvals are required for the UK Transaction.
The Ninety One SA Transaction Consideration Shares to be issued in respect of the SA Transaction are in excess of Ninety One plc's and Ninety One Limited's existing allotment authorities as approved by Ninety One Shareholders at Ninety One's 2024 AGM. Additionally, although the Ninety One plc SA Transaction Consideration Shares will be issued in connection with the SA Transaction, the benefit of the SA Transaction will sit with Ninety One Limited and its subsidiaries. Ninety One Limited and its subsidiaries will therefore provide Ninety One plc with equivalent value in the form of cash equivalent consideration through the series of inter-conditional transaction steps set out in the Transaction Implementation Agreement. As a result, a disapplication of pre-emption rights in respect of the Ninety One plc SA Transaction Consideration Shares is required. The Ninety One Limited SA Transaction Consideration Shares are issued directly in exchange for the acquisition of shares in SIM and therefore disapplication of pre-emption rights is not required.
Accordingly, the General Meetings, to be held on Wednesday, 9 April 2025 at 10:30 (UK Time) / 11:30 (SA Time), the notices for which are set out on pages 40 to 42 and 47 to 50 of this Circular, are for the purpose of considering and, if thought fit, passing the Resolutions. A summary of the Resolutions is set out below, but please note that this does not contain the full text of the Resolutions and you should read this section in conjunction with the Resolutions and the accompanying explanatory notes in the Notices of General Meetings on pages 40 to 42 and 47 to 50 of this Circular.
The Resolutions are required to authorise the following in connection with the SA Transaction:
All of the Resolutions are proposed as ordinary resolutions except the Resolution in respect of the disapplication of pre-emption rights which is proposed as a special resolution.
The Resolutions constitute joint electorate actions for the purposes of the Ninety One DLC Structure, and accordingly are submitted to all Ninety One Shareholders for approval at the General Meetings, with the votes of the two meetings being aggregated to determine the result.
Application will be made for: (i) all of the Ninety One plc SA Transaction Consideration Shares to be admitted to the equity shares (commercial companies) segment of the UK Official List and to trading on the London Stock Exchange's main market for listed securities and for the secondary inward listing and admission to trading of all of the Ninety One plc SA Transaction Consideration Shares on the main board of the Johannesburg Stock Exchange; and (ii) the primary listing and admission to trading of all of the Ninety One Limited SA Transaction Consideration Shares on the main board of the Johannesburg Stock Exchange.
Application will be also made for all of the Ninety One plc UK Transaction Consideration Shares to be admitted to the equity shares (commercial companies) segment of the UK Official List and to trading on the London Stock Exchange's main market for listed securities and for the secondary inward listing and admission to trading of all of the Ninety One plc UK Transaction Consideration Shares on the main board of the Johannesburg Stock Exchange.
The Ninety One plc SA Transaction Consideration Shares and the Ninety One plc UK Transaction Consideration Shares will, on and from Admission, rank equally in all respects with the existing Ninety One plc Shares in issue, including in respect of dividends and other distributions (if any) declared, made or paid. The Ninety One Limited SA Transaction Consideration Shares will, on and from Admission, rank equally in all respects with the existing Ninety One Limited Shares in issue, including in respect of dividends and other distributions (if any) declared, made or paid.
There will be no issuance of, or entitlement to, any fractions of Ninety One Shares as a result of the Proposed Transaction.
The SA Transaction remains dependent on the fulfilment of the following material suspensive conditions as well as such other suspensive conditions as are normal and customary for a transaction of this nature:
having been obtained;
The UK Transaction remains dependent on the fulfilment of the following material suspensive conditions:
For Ninety One Limited, the Proposed Transaction is classified as a Category 2 transaction under Section 9 of the JSE Listings Requirements.
The in-scope Sanlam AUM amounted to approximately ZAR389 billion (GBP17.0 billion) as at 30 September 2024, with approximately 88% currently being managed in South Africa.
Accordingly, had the Proposed Transaction completed as at 30 September 2024, it would have increased Ninety One's AUM by approximately GBP17.0 billion from GBP127.4 billion to GBP144.4 billion. For Ninety One, the Proposed Transaction is anticipated to be earnings accretive from inception with an expected positive impact on Ninety One's headline earnings per share from 7.8 to 7.9 pence, i.e. a 1.3% accretion (for the six months ended 30 September 2024 on a pro forma basis).
The profit after tax attributable to the Proposed Transaction for the six months ended 30 September was GBP11.7 million and has been incorporated as a pro forma adjustment in note 2 in Part III of this Circular.
See the pro forma financial information set out in Part III of this document for further information on the expected financial effects of implementing the Proposed Transaction.
In addition, management's expectation of the impact of the Proposed Transaction on other management performance measures for the six months to 30 September 2024 is calculated as follows:
Following the implementation of the Proposed Transaction (including both the UK Transaction and the SA Transaction), existing Ninety One Shareholders will retain their shares in Ninety One plc and/or Ninety One Limited, as applicable. However, existing Ninety One Shareholders' overall shareholding in Ninety One will be diluted by the issuance of the Ninety One Consideration Shares, as detailed in the table below:
1 Alternative performance measure as defined and presented in Ninety One's interim results for the six months to 30 September 2024.
| Shareholdings of existing Ninety One Shareholders in: |
Pre Proposed Transaction | Post Proposed Transaction (i.e. following issuance of the Ninety One Consideration Shares) |
Shareholding change in Ninety One held by existing shareholders |
||
|---|---|---|---|---|---|
| Number of shares held by existing shareholders |
Percentage shareholding in Ninety One held by existing shareholders |
Total number of shares |
Percentage shareholding in Ninety One held by existing shareholders |
||
| Ninety One plc | 622,624,622 | 100% | 681,727,311 | 91.3% | (8.7)% |
| Ninety One Limited | 274,905,909 | 100% | 341,498,024 | 80.5% | (19.5)% |
| Ninety One (DLC) | 897,530,531 | 100.0% | 1,023,225,335 | 87.7% | (12.3)% |
Notes:
1. The figures and percentages in this table illustrate a dilution of existing Ninety One Shareholders on the basis of Ninety One's total issued ordinary share capital as at the Last Practicable Date.
2. The percentages in this table may not add up to 100% due to rounding.
The recipients of the Ninety One Consideration Shares are detailed in the table below:
| Recipients of Ninety One Consideration Shares | ||||||
|---|---|---|---|---|---|---|
| SIH | SI UK Sanlam Life |
Total to Sanlam Group entities |
||||
| Ninety One plc | 32,832,475 | 13,675,595 | 12,594,619 | 59,102,689 | ||
| Ninety One Limited | 66,592,115 | - | - | 66,592,115 | ||
| Total | 99,424,590 | 13,675,595 | 12,594,619 | 125,694,804 |
Following the implementation of the Proposed Transaction (including both the UK Transaction and the SA Transaction), the overall shareholding structure of Ninety One (including existing shareholders and the recipients of the Ninety One Consideration Shares) is expected to be as detailed in the table below, calculated on the basis of Ninety One's total ordinary issued share capital as at the Last Practicable Date:
| Percentage shareholdings in Ninety One (post Proposed Transaction) |
||||||
|---|---|---|---|---|---|---|
| Existing Ninety One shareholders |
SIH* | SI UK | Sanlam Life | All Sanlam entities |
All shareholders (Total) |
|
| Ninety One plc | 91.3% | 4.8% | 2.0% | 1.8% | 8.7% | 100% |
| Ninety One Limited |
80.5% | 19.5% | - | - | 19.5% | 100% |
| Ninety One (DLC) | 87.7% | 9.7% | 1.3% | 1.2% | 12.3% | 100% |
*SIH's underlying shareholding structure as at the Last Practicable Date is as follows: Sanlam (65.6%), ARC Financial Services Investments ("ARC") (21.9%), and Absa Financial Services Limited ("Absa") (12.6%). Correspondingly, the underlying shareholdings of SIH's overall 9.7% shareholding in Ninety One (on a DLC basis, calculated on the basis of such shareholding and Ninety One's total ordinary issued share capital as at the Last Practicable Date) is as follows: Sanlam (6.4)%, ARC (2.1%) and Absa (1.2%).
The Proposed Transaction will not result in any changes to the existing governance arrangements at Ninety One. Consequently, there will be no changes to the Ninety One Boards.
Additional information is included in Part V of this document.
The Ninety One Boards consider the Proposed Transaction and approval of the Resolutions to be in the best interests of the Ninety One Shareholders as a whole.
In reaching this recommendation, the Ninety One Boards have received and considered financial advice from Rothschild & Co in connection with the Proposed Transaction.
The Ninety One Boards unanimously recommend that Ninety One Shareholders vote in favour of the Resolutions, as the Ninety One Directors intend to do so in respect of their own beneficial holdings of Ninety One Shares.
The Ninety One Boards encourage all shareholders to participate and to vote in favour of the Resolutions. The Ninety One Boards are committed to ensuring that the views of all investors are represented and, whether or not you intend to attend the General Meeting, you are strongly urged to complete and return a Form of Proxy as soon as possible and in any event no later than 48 hours before the time of the General Meetings. Further information on voting and proxies can be found in the notes to the respective Notices of General Meeting set out on pages 43 to 46 and 51 to 53 in Part VII and Part VIII respectively of this document.
Yours sincerely
Gareth Penny Chairman
for and on behalf of Ninety One
| Event | Time and/or date |
|---|---|
| Record date for Ninety One plc Shareholders recorded in the Ninety One plc Register in order to receive this Circular |
18:00 (UK Time), Wednesday, 26 February 2025 |
| Record date for Ninety One Limited Shareholders recorded in the Ninety One Limited Register in order to receive this Circular |
18:00 (SA Time), Friday, 28 February 2025 |
| Publication of this Circular incorporating the Notices convening the General Meetings and Form of Proxy |
Thursday, 6 March 2025 |
| Posting of the Circular incorporating the Notices convening the General Meetings and Forms of Proxy |
Monday, 10 March 2025 |
| Last day to trade on the Ninety One Limited Register for Ninety One Limited Shareholders to participate in the Ninety One Limited General Meeting |
Tuesday, 1 April 2025 |
| Last day to trade on the Ninety One plc SA Register for Ninety One plc Shareholders that hold Ninety One plc Shares through a CSDP in order to participate in the Ninety One plc General Meeting |
Wednesday, 2 April 2025 |
| SA Voting Record Time for Ninety One Limited Shareholders in respect of the Ninety One Limited General Meeting |
18:00 (SA Time), on Friday, 4 April 2025 |
| Latest time and date for appointing a proxy for the Ninety One plc General Meeting by way of CREST Proxy Instruction |
10:30 (UK Time) on Monday, 7 April 2025 |
| Latest time and date for receipt of Form of Proxy for the Ninety One plc General Meeting |
10:30 (UK Time) on Monday, 7 April 2025 |
| Latest time and date for receipt of Form of Proxy for the Ninety One Limited General Meeting |
11:30 (SA Time) on Monday, 7 April 2025 |
| UK and SA Voting Record Time for Ninety One plc Shareholders in respect of the Ninety One plc General Meeting |
18:00 (UK Time) on Monday, 7 April 2025 |
| General Meetings | Wednesday, 9 April 2025 |
| Announcement of the results of the General Meetings expected to be released on SENS and RNS |
Wednesday, 9 April 2025 |
| Admission of the Ninety One plc SA Transaction Consideration Shares to the London Stock Exchange |
Closing |
2 The expected dates and times listed here may be subject to change.
| Event | Time and/or date |
|---|---|
| Admission of the Ninety One plc SA Transaction Consideration Shares to the Johannesburg Stock Exchange |
Closing |
| Admission of the Ninety One Limited SA Transaction Consideration Shares to the Johannesburg Stock Exchange |
Closing |
The Pro Forma Financial Information set out below has been prepared to illustrate the impact of the Proposed Transaction on the condensed consolidated financial statements of the Ninety One Group as at and for the six months ended 30 September 2024, based on the assumption that the Proposed Transaction was implemented on 1 April 2024 for purposes of the pro forma condensed consolidated statement of comprehensive income, and implemented on 30 September 2024 for purposes of the pro forma condensed consolidated statement of financial position.
The Pro Forma Financial Information has been prepared applying the guidance in the Guide on Pro Forma Financial Information issued by the South African Institute of Chartered Accountants.
The Pro Forma Financial Information has been prepared using the accounting policies of the Ninety One Group as at 30 September 2024 which are in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board ("IFRS"), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council.
Given its nature, the Pro Forma Financial Information may not fairly present the Ninety One Group's financial position, changes in equity, results of operations or cash flows after the Proposed Transaction.
The Pro Forma Financial Information, including the assumptions on which it is based and the financial information from which it has been prepared, is the responsibility of the Ninety One Boards.
The Pro Forma Financial Information should be read in conjunction with the Independent Auditor's assurance report thereon, which is presented in Part IV to this Circular.
| Ninety One Six months to 30 September 2024 Pre Proposed Transaction |
Revenue and expenses in relation to the Proposed Transaction |
Other Pro Forma adjustments |
Pro Forma Post Proposed Transaction |
|
|---|---|---|---|---|
| Note 1 | Note 2 | Note 3 | ||
| Revenue Commission |
343.0 | 19.7 | - | 362.7 |
| expense | (52.7) | - | - | (52.7) |
| Net revenue Operating |
290.3 | 19.7 | - | 310.0 |
| expenses | (206.4) | (3.7) | (1.0) | (211.1) |
| Share of profit from associate Net gain/loss on |
0.5 | - | - | 0.5 |
| investments and other income |
1.1 | - | - | 1.1 |
| Operating profit | 85.5 | 16.0 | (1.0) | 100.5 |
| Interest income | 9.6 | - | - | 9.6 |
| Interest expense Corporate related professional fees Amortisation of intangible asset |
(1.8) | - | - | (1.8) |
| - | - | (5.4) | (5.4) | |
| - | - | (7.3) | (7.3) | |
| Profit before tax | 93.3 | 16.0 | (13.7) | 95.6 |
| Tax expense | (24.5) | (4.3) | 0.3 | (28.5) |
| Profit after tax Other |
68.8 | 11.7 | (13.4) | 67.1 |
| comprehensive income |
2.9 | - | - | 2.9 |
| Total comprehensive income for the |
||||
| period | 71.7 | 11.7 | (13.4) | 70.0 |
| Basic earnings per share (pence) Headline earnings per share (pence) Weighted average |
7.8 | 6.7 | ||
| 7.8 | 7.9 | |||
| number of shares in issue (millions) |
877.9 | 125.7 | 1,003.6 |
Note 1 Extracted without adjustment from Ninety One's published reviewed condensed consolidated interim financial statements for the six months ended 30 September 2024, except for the weighted average number of shares in issue which was presented as 879.1 million shares and has been adjusted for 1.2 million shares cancelled shortly after the period end in connection with a share buyback.
Note 2 Revenue and operating expenses in relation to the Proposed Transaction for the six months ended 30 September 2024 have been extracted from reports prepared by Sanlam in respect of the Proposed Transaction titled "Financial information required from Sanlam for Circular" on which a review opinion was issued respectively by KPMG Inc. for SIM on 28 February 2025 and by Saffery LLP for SI UK on 27 February 2025.
| SIM | SI UK | Total | |
|---|---|---|---|
| Revenue, comprising: | |||
| Management fees | 16.1 | 3.5 | 19.6 |
| Performance fees | 0.1 | - | 0.1 |
| 16.2 | 3.5 | 19.7 | |
| Operating expenses, comprising Staff |
|||
| expenses | 2.6 | 1.1 | 3.7 |
Operating expenses include the staff expenses of SIM and SI UK staff who will be employed by Ninety One on substantially similar terms and conditions to their current terms and conditions. Tax expense has been provided on UK and South Africa taxable profits at corporate tax rates of 25% and 27% respectively.
Note 3 Other pro forma adjustments are made up of:
The ZAR/GBP exchange rate assumed for the purpose of the pro forma condensed consolidated statement of comprehensive income for the six months ended 30 September 2024 is ZAR23.39/GBP, being the average exchange rate used for the Ninety One condensed consolidated statement of comprehensive income for the six months ended 30 September 2024.
All adjustments are expected to have a continuing effect except where otherwise stated.
| Ninety One as at 30 September 2024 Pre Proposed Transaction Note 1 |
Ninety One Consideration Shares issued Note 2 |
Other Pro Forma adjustments Note 3 |
Pro Forma Post Proposed Transaction |
|
|---|---|---|---|---|
| Total current assets | 11,926.7 | 1.7 | (5.4) | 11,923.0 |
| Total non-current assets | 166.9 | 216.7 | - | 383.6 |
| Total assets | 12,093.6 | 218.4 | (5.4) | 12,306.6 |
| Total current liabilities | 11,589.5 | - | - | 11,589.5 |
| Total non-current liabilities | 156.2 | - | - | 156.2 |
| Total liabilities | 11,745.7 | - | - | 11,745.7 |
| Total equity | 347.9 | 218.4 | (5.4) | 560.9 |
| Total equity and liabilities | 12,093.6 | 218.4 | (5.4) | 12,306.6 |
| Number of shares in issue (millions) |
899.0 | 125.7 | 1,024.7 |
Note 1 Extracted without adjustment from Ninety One's published reviewed condensed consolidated interim financial statements for the six months ended 30 September 2024, except for the number of shares in issue which was presented as 900.2 million shares and has been adjusted for 1.2 million shares cancelled shortly after the period end in connection with a share buyback.
Note 2 The Proposed Transaction is accounted for as an acquired intangible asset in terms of IAS38 Intangible Assets in the Ninety One pro forma condensed consolidated statement of financial position. This is to be settled through the issue of 125.7 million Ninety One Shares (being the Ninety One SA Transaction Consideration Shares and the Ninety One plc UK Transaction Consideration Shares). The pro forma adjustment is reflected at the implied Proposed Transaction value of £218.4 million as announced on 20 November 2024, inclusive of £1.7 million of cash and cash equivalents to cover estimated regulatory capital requirements. The Proposed Transaction value will be updated on Closing based on the closing price of Ninety One Limited Shares and Ninety One plc Shares.
In terms of the SI Reorganisation, the intention is that the entity transferred by Sanlam to Ninety One (i.e. SIM) only includes the agreements and employees subject to the Proposed Transaction.
Therefore, the only balances expected to be transferred to Ninety One are the net assets required to fund minimum regulatory capital as well as assets and liabilities that cannot be transferred to other entities within the Sanlam Group.
| The latter items cannot be estimated at this stage and are expected to be minimal and/or offset by corresponding settlement between the parties, therefore the Pro Forma Financial Information reflects an adjustment for a SIM regulatory capital requirement of £1.7 million, based on the pro forma expense adjustments per the pro forma condensed consolidated statement of comprehensive income for the six months ended 30 September 2024 and calculated as 13 weeks of fixed operating expenses. |
|
|---|---|
| Note 3 | Once-off advisor expenses in relation to the Proposed Transaction are estimated to total £5.4 million. These are reflected as settled through cash and cash equivalents on 30 September 2024. |
| Other explanatory notes | The ZAR/GBP exchange rate assumed for the purpose of the pro forma condensed consolidated statement of financial position at 30 September 2024 is ZAR22.89/GBP, being the period end rate used in the Ninety One condensed consolidated statement of financial position at 30 September 2024. |
To the Directors of Ninety One Limited
We have completed our assurance engagement to report on the compilation of the pro forma condensed consolidated financial information (the "Pro Forma Financial Information") of Ninety One plc and Ninety One Limited (together "Ninety One" or the "Company") and their subsidiaries (together the "Group") by the directors of Ninety One Limited (the "Directors"). The Pro Forma Financial Information, as set out in Part III of the Circular to be dated on or about 6 March 2025 (the "Circular"), consists of the pro forma condensed consolidated statement of financial position as at 30 September 2024, the pro forma condensed consolidated statement of comprehensive income for the six months ended 30 September 2024 with related notes and pro forma financial effects. The applicable criteria on the basis of which the Directors have compiled the Pro Forma Financial Information are described in Part III of the Circular (the "Applicable Criteria").
The Pro Forma Financial Information has been compiled by the Directors to illustrate the impact of the Sanlam Group (as defined in the Circular) appointing Ninety One as its primary active asset manager for its single-managed local and global products with preferred access to Sanlam Limited's distribution network (the "Proposed Transaction") on the condensed consolidated interim financial statements of the Group for the six months ended 30 September 2024, based on the assumption that the proposed transaction was implemented on 1 April 2024 for purposes of the pro forma condensed consolidated statement comprehensive income, and implemented on 30 September 2024 for purposes of the pro forma condensed consolidated statement of financial position.
As part of this process, information about the Company's financial position and financial performance has been extracted by the Directors from Ninety One plc and Ninety One Limited's condensed consolidated interim financial statements for the period ended 30 September 2024, on which we issued a review report on 19 November 2024.
The Directors are responsible for compiling the Pro Forma Financial Information on the basis of the Applicable Criteria.
We have complied with the independence and other ethical requirements of the Code of Professional Conduct for Registered Auditors, issued by the Independent Regulatory Board for Auditors' (IRBA Code), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards).
The firm applies International Standard on Quality Management 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, which requires the firm to design, implement and operate a system of quality management, including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Our responsibility is to express an opinion about whether the Pro Forma Financial Information has been compiled, in all material respects, by the Directors on the basis of the Applicable Criteria based on our procedures performed.
We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus issued by the International Auditing and Assurance Standards Board. This standard requires that we plan and perform our procedures to obtain reasonable assurance about whether the Pro Forma Financial Information has been compiled, in all material respects, on the basis specified in the Applicable Criteria.
For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Pro Forma Financial Information.
The purpose of the Pro Forma Financial Information is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction would have been as presented.
A reasonable assurance engagement to report on whether the Pro Forma Financial Information has been compiled, in all material respects, on the basis of the Applicable Criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:
The procedures selected depend on our judgement, having regard to our understanding of the nature of the Company, the event or transaction in respect of which the Pro Forma Financial Information has been compiled, and other relevant engagement circumstances.
Our engagement also involves evaluating the overall presentation of the Pro Forma Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In our opinion, the Pro Forma Financial Information has been compiled, in all material respects, on the basis of the Applicable Criteria.
PricewaterhouseCoopers Inc. Director: NA Jacobs Registered Auditor Cape Town, South Africa 06 March 2025
The examination of controls over the maintenance and integrity of the Group's website is beyond the scope of the review of the Pro Forma Financial Information. Accordingly, we accept no responsibility for any changes that may have occurred to the Pro Forma Financial Information since it was initially presented on the website.
The number of Ninety One Limited Shares is based on the Ninety One Limited Register as at 31 January 2025 whilst the total share count (for the calculation of shareholding percentages) is based on the Ninety One Limited total issued share capital as at the Last Practicable Date. Accordingly, the Ninety One Boards are aware of the following shareholders directly holding 5% or more of the issued shares of Ninety One Limited:
| Shareholder | Number of Ninety One Limited Shares |
% of shares in Ninety One Limited |
|---|---|---|
| Forty Two Point Two | 46,867,999 | 17.05 |
| Allan Gray | 41,739,212 | 15.18 |
| Public Investment Corporation | 40,794,036 | 14.84 |
As at the Last Practicable Date, Ninety One plc had been notified of the following holdings in Ninety One plc's issued ordinary share capital exclusive of treasury shares pursuant to Chapter 5 of the UK Disclosure Guidance and Transparency Rules (each a "Notifiable Interest"):
| Shareholder | Number of Ninety One plc |
% of shares in |
|---|---|---|
| Shares | Ninety One plc | |
| Forty Two Point Two | 208,134,286 | 33.43 |
| Investec plc | 93,026,547 | 14.94 |
| Public Investment Corporation | 58,422,548 | 9.38 |
| Allan Gray | 31,263,890 | 5.02 |
| Ninety One Guernsey Employee Benefit Trust | 24,551,289 | 3.94 |
The Ninety One Boards are not aware of any other Notifiable Interests.
The table below shows the combined total shareholding based on the shareholdings of Ninety One Limited and Ninety One plc calculated on the basis set out above for shareholders directly holding 3% or more of the issued shares of Ninety One on a DLC basis.
| Shareholder | Number | % |
|---|---|---|
| of shares | of shares | |
| Forty Two Point Two | 255,002,285 | 28.41 |
| Public Investment Corporation | 99,216,584 | 11.05 |
|---|---|---|
| Investec plc | 93,026,547 | 10.36 |
| Allan Gray | 73,003,102 | 8.13 |
In this document (with the exception of Part IV of this document) and the Forms of Proxy, the following words and expressions have the following meanings, unless the context requires otherwise:
| "A2X Markets" | A2X Markets Proprietary Limited, a private company incorporated in accordance with the laws of South Africa, under registration number 2014/147138/07, licensed as an exchange in terms of the South African FMA. |
|---|---|
| "Admission" | As the context requires; (a) the admission of all of the Ninety One plc SA Transaction Consideration Shares to listing on the equity shares (commercial companies) segment of the UK Official List in accordance with the UK Listing Rules and to trading on the London Stock Exchange's main market for listed securities in accordance with the UK Admission and Disclosure Standards, (b) the secondary inward listing and admission to trading of all of the Ninety One plc SA Transaction Consideration Shares on the main board of the Johannesburg Stock Exchange in accordance with the JSE Listings Requirements, and/or (c) the primary listing and admission to trading of all of the Ninety One Limited SA Transaction Consideration Shares on the main board of the Johannesburg Stock Exchange in accordance with the JSE Listings Requirements. |
| "AGM" | Annual general meetings of Ninety One plc and Ninety One Limited. |
| "AUM" | Assets under management. |
| "business day" | A day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in the City of London or in South Africa (as applicable). |
| "Certificated" or "in Certificated Form" |
Recorded in physical paper form on the relevant register without reference to CREST or the Strate System. |
| "Circular" | This document, distributed to Ninety One Shareholders, dated Thursday, 6 March 2025, including the Letter from the Chairman, the Notices of General Meetings and the Form of Proxy. |
| "Closing" | Completion of the Proposed Transaction, including the UK Transaction and the SA Transaction. |
| "CREST" | The system for the paperless settlement of trades in securities and the holding of Uncertificated securities operated by Euroclear in accordance with the CREST Regulations. |
| "CREST Manual" | The manual describing the CREST system. |
| "CREST Proxy Instruction" | The instruction whereby CREST members send a CREST message appointing a proxy for the General Meeting and instructing the proxy on how to vote. |
| "CREST Regulations" | The Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended). |
| "CSDP" | A Central Securities Depositary Participant, a participant as defined in section 1 of the South African FMA. |
|---|---|
| "DLC" | A dual-listed company. |
| "DLC Conditions" | The Exchange Control conditions, as set out in letters dated 7 August 2019 and 21 August 2019 from FinSurv, pursuant to which the South African National Treasury Department, the SARB and the South African Minister of Finance has granted approval for the Ninety One DLC Structure subject to a number of Exchange Control conditions. |
| "Euroclear" | Euroclear UK & International Limited, incorporated and registered in England and Wales with registered number 2878738 and its registered office address at 33 Cannon Street, London EC4M 5SB, United Kingdom. |
| "Exchange Control Regulations" | The South African Exchange Control Regulations, 1961 made in terms of the South African Currency and Exchanges Act, 9 of 1933. |
| "FCA" | The UK Financial Conduct Authority or its successor from time to time, acting in its capacity as competent authority for the purposes of Part VI of the FSMA. |
| "FCA Rules" | Together, the UK Listing Rules and the UK Disclosure Guidance and Transparency Rules. |
| "FinSurv" | The Financial Surveillance Department of the SARB. |
| "Form of Proxy" or "Forms of Proxy" | The form of proxy for use by Ninety One Limited Shareholders at the Ninety One Limited General Meeting, which is attached to this document or the enclosed form of proxy for use by Ninety One plc Shareholders at the Ninety One plc General Meeting, or both of them, as the context requires. |
| "Framework Agreement" | The framework agreement entered into between Ninety One and Sanlam on 20 November 2024 in terms of which the parties agreed to establish a long-term strategic relationship whereby Sanlam Group will appoint Ninety One as its primary active investment manager for its single-managed local and global products with preferred access to Sanlam's distribution network. |
| "FSMA" | The UK Financial Services and Markets Act 2000 (as amended). |
| "General Meetings" | The Ninety One Limited General Meeting and the Ninety One plc General Meeting or either of them, as the context requires. |
| "Holder" | A registered holder of shares, including any person entitled by transmission. |
| "IFRS" | International Financial Reporting Standards and interpretations issued by the International Financial Reporting Interpretations Committee published by the International Accounting Standards Board. |
| "Implementation Operative Agreements" |
The Transaction Implementation Agreement, the Relationship Agreement, the UK Transfer Agreement and the Sanlam Balance Sheet SA Assets IMAs. |
|---|---|
| "Johannesburg Stock Exchange" or "JSE" |
JSE Limited, a public company incorporated in accordance with the laws of South Africa, under registration number 2005/022939/06, licensed as a securities exchange in terms of the South African FMA. |
| "J.P. Morgan" | J.P. Morgan Equities South Africa Proprietary Limited, incorporated and registered in South Africa with registration number 1995/011815/07 and its registered office address at 1 Fricker Road, Corner Hurlingham Road, Illovo 2196, South Africa. |
| "JSE Listings Requirements" | The listings requirements issued by JSE Limited under the South African FMA to be observed by issuers of equity securities listed on the Johannesburg Stock Exchange (as amended). |
| "Last Practicable Date" | Friday, 28 February 2025, being the latest practicable date prior to publication of this Circular. |
| "London Stock Exchange" | The securities exchange operated under the FSMA by London Stock Exchange plc, a public limited company incorporated and registered in England and Wales, with registered number 02075721 and its registered office address at 10 Paternoster Square, London EC4M 7LS, United Kingdom. |
| "Namibia Securities Exchange" | The Namibia Securities Exchange, being the not for profit members' association licensed by the Namibia Financial Institutions Supervisory Authority to operate a stock exchange within Namibia in terms of the Namibian Stock Exchange Control Act and Regulations, with its registered office at 4 Robert Mugabe Avenue, Windhoek. |
| "Namibian Stock Exchange Control Act and Regulations" |
The Namibian Stock Exchange Control Act of 1985 (as amended) and the regulations made in terms thereof. |
| "Ninety One" | Ninety One plc and Ninety One Limited taken together or either of them as the context requires. |
| "Ninety One Boards" or "Ninety One Directors" |
The common boards of directors of Ninety One comprising the directors whose names are set out on page 3 of this document, and "Ninety One Director" means any member of the Ninety One Boards, as the context so requires. |
| "Ninety One Consideration Shares" | The Ninety One Shares defined in paragraph 4 of Part I of this Circular. |
| "Ninety One DLC Structure" | The arrangement whereby, inter alia, Ninety One plc and Ninety One Limited agree to operate as a single economic enterprise with each company observing the principles applicable to the management and operation of each dual listed company. |
| "Ninety One Enlarged Group" | The Ninety One Group following Closing. |
| "Ninety One Group" | Ninety One plc and Ninety One Limited and each of their respective subsidiaries and subsidiary undertakings from time to time. |
|---|---|
| "Ninety One Limited" | Ninety One Limited, incorporated and registered in South Africa with registration number 2019/526481/06 and its registered office address at 36 Hans Strijdom Avenue, Foreshore, Cape Town 8001, South Africa. |
| "Ninety One Limited MOI" | The memorandum of incorporation of Ninety One Limited. |
| "Ninety One Limited Register" | Ninety One Limited's share register maintained in South Africa on behalf of Ninety One Limited by the Transfer Secretaries. |
| "Ninety One Limited Shares" | The ordinary shares of no par value in the capital of Ninety One Limited. |
| "Ninety One Limited Shareholders" | Holders of Ninety One Limited Shares. |
| "Ninety One Limited SA Transaction Consideration Shares" |
The Ninety One Limited Shares defined in paragraph 4 of Part I of this Circular to be issued to SIH in connection with the completion of the SA Transaction. |
| "Ninety One Limited Special Converting Shares" |
The special converting shares in Ninety One Limited. |
| "Ninety One plc" | Ninety One plc, incorporated and registered in England and Wales with registered number 12245293 and its registered office address at 55 Gresham Street, London EC2V 7EL, United Kingdom. |
| "Ninety One plc Articles" | The articles of association of Ninety One plc. |
| "Ninety One plc Register" | The Ninety One plc UK Register and the Ninety One plc SA Register, or one or both of them, as the context requires. |
| "Ninety One plc SA Register" | The South African branch of Ninety One plc's share register maintained in South Africa on behalf of Ninety One plc by the Transfer Secretaries. |
| "Ninety One plc SA Transaction Consideration Shares" |
The Ninety One plc SIH Consideration Shares and the Ninety One plc Sanlam Life Consideration Shares, which for clarity equals 45,427,094 Ninety One plc Shares. |
| "Ninety One plc Shareholders" | Holders of Ninety One plc Shares. |
| "Ninety One plc Shares" | The ordinary shares with a nominal value of £0.0001 each in the capital of Ninety One plc. |
| "Ninety One plc Sanlam Life Consideration Shares" |
The Ninety One plc Shares defined in paragraph 4 of Part I of this Circular to be issued to Sanlam Life in connection with the completion of the SA Transaction. |
| "Ninety One plc SIH Consideration Shares" |
The Ninety One plc Shares defined in paragraph 4 of Part I of this Circular to be issued to SIH in connection with the completion of the SA Transaction. |
| "Ninety One plc UK Transaction Consideration Shares" |
The Ninety One plc Shares defined in paragraph 4 of Part I of this Circular to be issued to SI UK in connection with the completion of the UK Transaction. |
| "Ninety One plc UK Register" | Ninety One plc's principal share register maintained in the UK on behalf of Ninety One plc by the UK Registrar. |
|---|---|
| "Ninety One SA Transaction Consideration Shares" |
The Ninety One Shares defined in paragraph 4 of Part I of this Circular. |
| "Ninety One Shareholders" | Unless the context otherwise requires, members of Ninety One on the Ninety One plc Register or the Ninety One Limited Register (as applicable) at any relevant date. |
| "Ninety One Shares" | The Ninety One plc Shares and the Ninety One Limited Shares. |
| "Ninety One UK" | Ninety One UK Limited, a private limited company incorporated in the United Kingdom with registered number 02036094 and its registered office is at 55 Gresham Street, London, England, EC2V 7EL. |
| "Notices of General Meeting" | The notices of the General Meetings set out in Part VII and Part VIII of this Circular. |
| "NPLC AGM Standing Authority" | The standing authority defined in paragraph 1 of Part I of this Circular. |
| "Operative Agreements" | The Implementation Operative Agreements, the Transitional Services Agreement and the UK Investment Management Agreements. |
| "PRA" | The Prudential Regulation Authority of the UK. |
| "Pro Forma Financial Information" | The pro forma condensed consolidated statement of financial position and pro forma condensed consolidated statement of comprehensive income of the Ninety One Group, illustrating the pro forma financial effects of the Proposed Transaction. |
| "Proposed Transaction" | The proposed transaction defined in paragraph 1 of Part I. |
| "Registrar" | The UK Registrar or the Transfer Secretaries, or one or both of them, as applicable. |
| "Regulatory Information Service" | Any of the services authorised by the FCA from time to time for the purpose of disseminating regulatory announcements. |
| "Relationship Agreement" | The relationship agreement entered into on 6 March 2025, to be effective on Closing, between Ninety One and Sanlam which will govern the 15 year strategic relationship between Ninety One and the Sanlam Group. |
| "Resolutions" | The resolutions authorising; (i) the issue of the Ninety One SA Transaction Consideration Shares; and (ii) the disapplication of pre-emption rights in connection with the issue of the Ninety One plc SA Transaction Consideration Shares, as set out in the Notices of General Meeting in Part VII and Part VIII of this document, to be proposed at the General Meetings. |
| "RNS" or "Regulatory News Service" | The Regulatory Information Service operated by the London Stock Exchange. |
| "Rothschild & Co" | Rothschild & Co South Africa Proprietary Limited, incorporated and registered in South Africa with registration number 1999/021764/07 and its registered office address at 144 Oxford Road, Rosebank, Johannesburg, 2196. |
| "SAMI" | Sanlam Asset Management (Ireland) Limited, a company incorporated in Ireland (registration number 267640), whose registered office is at Beech House, Beech Hill Road, Dublin 4, D04 V5N2, Ireland. |
|---|---|
| "Sanlam" | Sanlam Limited, incorporated and registered in South Africa with registration number 1959/001562/06 and its registered office address at 2 Strand Road, Bellville, Cape Town, South Africa. |
| "Sanlam Balance Sheet SA Assets" | The assets held on the balance sheet of: (a) Sanlam Life, comprising the following asset portfolios actively managed by a single-manager: (i) market linked balance sheet assets; and (ii) building blocks of non-market linked balance sheet assets; and (b) SDM, comprising the following asset portfolios which requires active asset management, (i) market linked balance sheet assets; and (ii) building blocks of non-market linked balance sheet assets. |
| "Sanlam Balance Sheet SA Assets IMAs" |
The investment management agreements providing for the appointment of Ninety One (through SIM, post-Closing) as the primary active asset manager for the Sanlam Balance Sheet SA Assets, which will become effective on closing of the SA Transaction. |
| "Sanlam Group" | Sanlam Limited and its subsidiaries from time to time. |
| "Sanlam Life" | Sanlam Life Insurance Limited, a public company incorporated and registered in South Africa with registration number 1998/021121/06 and its registered office at 2 Strand Road, Bellville, Western Cape, South Africa, 7530, being a subsidiary of Sanlam. |
| "Sanlam Life Transaction" | The portion of the Proposed Transaction defined in paragraph 1 of Part I. |
| "SA Time" | South Africa Standard Time. |
| "SA Transaction" | The portion of the Proposed Transaction defined in paragraph 1 of Part I. |
| "SA Voting Record Time" | The voting record time for Ninety One Limited Shareholders in respect of the Ninety One Limited General Meeting, being 18:00 (SA Time) on Friday, 4 April 2025 or, if the General Meetings are adjourned, 18:00 (SA Time) on the Friday before the date of such adjourned General Meetings, as applicable. |
| "SARB" | The South African Reserve Bank. |
| "SARB PA" | The South African Reserve Bank Prudential Authority. |
| "SDM" | Sanlam Developing Markets Limited, a public company incorporated in South Africa (registration number 1911/003818/06), whose registered office is at Sanlam Business Park, 13 West Street, Houghton, Gauteng, 2198, South Africa. |
| "SENS" | The Stock Exchange News Service of the JSE. |
| "SIH" | Sanlam Investment Holdings Proprietary Limited, incorporated and registered in South Africa with registration |
| number 1998/022648/07 and its registered office address at 55 Willie van Schoor Avenue, Bellville, Western Cape, South Africa, being a subsidiary of Sanlam. |
|
|---|---|
| "SIHH" | SIH Capital Holdings Proprietary Limited, a private limited company incorporated and registered in South Africa with registration number 2019/507354/07 and its registered office address at 55 Willie van Schoor Avenue, Bellville, Western Cape, South Africa. |
| "SIM" | Sanlam Investment Management Proprietary Limited, incorporated and registered in South Africa with registration number 1967/011973/07 and its registered office address at 55 Willie van Schoor Avenue, Bellville, Western Cape South Africa, which is the entity that conducts the Sanlam Group's active investment management business in South Africa and which is expected to continue as the long-term investment manager in respect of specified Sanlam assets and which, on Closing will become a subsidiary of Ninety One Limited as part of the SA Transaction. |
| "SI Reorganisation" | The intra-group reorganisation of the SIH group of companies as defined in paragraph 1 of Part I. |
| "SIM Sale" | The disposal of SIH's entire shareholding in SIM (being 100%) to Ninety One Limited defined in paragraph 1 of Part I. |
| "SI UK" | Sanlam Investments UK Limited, a company incorporated and registered in England and Wales with registered number 05809399 and its registered office is St Clements House, 27- 28 Clements Lane, EC4N 7AE, being a subsidiary of Sanlam. |
| "South Africa" or "SA" | The Republic of South Africa. |
| "South African Companies Act" | The South African Companies Act, 71 of 2008 (as amended). |
| "South African Competition Act" | The South African Competition Act, 89 of 1998. |
| "South African Financial Sector Laws" |
The Insurance Act, 18 of 2017, the Collective Investment Schemes Control Act, 45 of 2002, the Financial Advisory and Intermediary Services Act, 37 of 2002 and the Financial Sector Regulation Act, 9 of 2017. |
| "South African FMA" | The South African Financial Markets Act, 19 of 2012 (as amended). |
| "Strate" | Strate Proprietary Limited, a private company incorporated and registered in South Africa with registration number 1998/022242/07 and its registered office address at 3rd Floor, 2 Gwen Lane, Sandown, Sandton, 2196, South Africa which is a registered central securities depository in terms of the South African FMA, and which manages the Strate System. |
| "Strate System" | The system operated for dealings in Uncertificated securities listed on the Johannesburg Stock Exchange that take place on the Johannesburg Stock Exchange and for dealings in Certificated securities listed on the Johannesburg Stock Exchange that take place off market. |
| "Strate System Rules" | The depository rules, directives, regulations and notices issued by Strate from time to time (as amended). |
|---|---|
| "Transaction Implementation Agreement" |
The transaction implementation agreement entered into on 6 March 2025 between SIH, SIM, Sanlam, Sanlam Life and Ninety One, providing for the implementation of the SA Transaction, including, inter alia, the SIM Sale. |
| "Transfer Secretaries" | Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank 2196, South Africa. |
| "Transitional Services Agreement" | The transitional services agreement in terms of which the Sanlam Group will, inter alia, provide transitional services to the Ninety One Group in connection with the Proposed Transaction. |
| "UK" | The United Kingdom of Great Britain and Northern Ireland. |
| "UK Admission and Disclosure Standards" |
The requirements contained in the publication "Admission and Disclosure Standards" (as amended) containing, among other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities. |
| "UK Companies Act" | The UK Companies Act 2006 (as amended). |
| "UK Disclosure Guidance and Transparency Rules" |
The disclosure guidance and transparency rules made by the FCA pursuant to Part VI of the FSMA (as amended). |
| "UK Investment Management Agreements" |
The investment management agreements setting out the terms for appointment of Ninety One UK as the primary active asset manager for the SI UK mandates, which will be entered into prior to closing of the UK Transaction. |
| "UK Listing Rules" | The listing rules made by the FCA in its capacity as the competent authority pursuant to Part VI of the FSMA (as amended). |
| "UK Official List" | The official list maintained by the FCA pursuant to Part VI of the FSMA. |
| "UK Registrar" | Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY. |
| "UK Transaction" | The portion of the Proposed Transaction defined in paragraph 1 of Part I. |
| "UK Transfer Agreement" | The transfer agreement entered into on 6 March 2025 between SI UK, Ninety One UK and Ninety One plc, providing for the transfer by SI UK of its active asset management business, including the transfer of certain investment professionals, to Ninety One UK. |
| "UK Time" | Greenwich Mean Time or British Summer Time, as the date requires. |
| "UK and SA Voting Record Time" | The voting record time for Ninety One plc Shareholders in respect of the Ninety One plc General Meeting, being 18:00 (UK Time) on Monday, 7 April 2025 or, if the General Meetings are adjourned, 18:00 (UK Time) on the day which is two business days before the date of such adjourned General Meetings, as applicable. |
"Uncertificated" or "in Uncertificated Form" In relation to Ninety one plc Shareholders, recorded on the Ninety One plc UK Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; in relation to Ninety One Limited Shareholders, recorded on the Ninety One Limited Register as being held in uncertificated form in the Strate System and title to which, by virtue of the South African Companies Act, the South African FMA and the Strate System Rules may be transferred by means of the Strate System.
In this document and the Forms of Proxy, the expressions "subsidiary", "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the UK Companies Act insofar as it relates to Ninety One plc, and the South African Companies Act insofar as it relates to Ninety One Limited.
In this document and the Forms of Proxy, references to the singular include the plural and vice versa, unless the context otherwise requires.
Thursday, 6 March 2025
Notice is hereby given that a General Meeting of Ninety One plc will be held at 10:30 (UK Time) on Wednesday, 9 April 2025 at 55 Gresham Street, London EC2V 7EL, with facilities to participate electronically.
Shareholders entitled to attend, participate in and vote at the General Meeting or proxies of such shareholders that wish to participate in and/or vote at the General Meeting by way of electronic participation, must refer to the guide to joining the electronic General Meeting on page 59 of this document.
To consider and, if deemed fit, to pass, with or without modification, the ordinary resolutions and the special resolution of Ninety One plc set out below:
RESOLVED THAT, without prejudice to the authority conferred on the directors at Ninety One plc's 2024 annual general meeting (which remains in full force and effect) or such authority as may be conferred on the directors at Ninety One plc's 2025 annual general meeting, the directors be and are hereby generally and unconditionally authorised pursuant to and in accordance with section 551 of the UK Companies Act 2006 (the "UK Companies Act") to exercise all the powers of Ninety One plc to allot shares in Ninety One plc or to grant rights to subscribe for, or to convert any security into shares up to an aggregate nominal amount of:
Such authority to expire on 30 September 2026 (unless previously renewed, revoked or varied by resolution of Ninety One plc), save that Ninety One plc may, before such expiry, make offers or enter into agreements which would or might require shares to be allotted or rights to subscribe for or to convert any securities into shares to be granted after the authority expires.
RESOLVED THAT, subject to the passing of Resolution 1 above, the directors be authorised to allot ordinary shares in Ninety One plc wholly for cash pursuant to the authority granted by Resolution 1 above as if section 561(1) of the UK Companies Act did not apply to any such allotment, such authority to be limited to allotments up to an aggregate nominal amount of £4,542.71, such authority to expire on 30 September 2026 (unless previously renewed, revoked or varied by resolution of Ninety One plc), save that Ninety One plc may, before such expiry, make offers or enter into agreements which would or might require shares to be allotted after the authority expires and the directors may allot ordinary shares under any such offer or agreement as if the authority had not expired.
To consider and, if deemed fit, to pass, with or without modification, the ordinary resolution of Ninety One Limited set out below:
RESOLVED THAT, without prejudice to the authority conferred on the directors at Ninety One Limited's 2024 annual general meeting (which remains in full force and effect) or such authority as may be conferred on the directors at Ninety One Limited's 2025 annual general meeting, the directors be and are hereby generally and unconditionally authorised to issue:
The Articles of Association of Ninety One plc permit the directors of Ninety One plc to allot shares and other securities in accordance with section 551 of the UK Companies Act, up to an amount authorised by the shareholders in a general meeting. The purpose of Resolution 1 above is to grant power to the directors to allot Ninety One ordinary shares and special converting shares in relation to the SA Transaction.
The authority in paragraph (i) of Resolution 1 above authorises the directors to allot Ninety One plc ordinary shares up to a maximum nominal amount of £4,542.71, which is equivalent to 45,427,094 shares, being approximately 6.7% of the total issued ordinary share capital of Ninety One plc as at 28 February 2025 (being the latest practicable date prior to the publication of this Notice).
The authority in paragraph (ii) of Resolution 1 above authorises the directors to allot 66,592,115 Ninety One plc special converting shares to reflect the number of ordinary shares issued by Ninety One Limited pursuant to Resolution 3 above, up to a nominal value of £ 6,659.22, per the requirements of the dual listed companies' structure and agreements.
Shares held in treasury are not included for the purposes of the calculation of the nominal value of ordinary shares which may be allotted under this authority. As at 28 February 2025 (being the latest practicable date prior to the publication of this Notice), Ninety One plc holds no treasury shares for voting right purposes.
If the directors of Ninety One wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), UK company law requires these shares to be offered first to shareholders in proportion to their existing holdings (known as pre-emption rights). These pre-emption rights can be modified and/or disapplied.
Under the structure of the Proposed Transaction, the Ninety One plc ordinary shares to be issued in connection with the SA Transaction will for UK company law purposes be issued for cash or cash equivalent. The purpose of Resolution 2 is to enable the directors to issue the Ninety One plc ordinary shares in connection with the SA Transaction without first having to offer such shares to Ninety One plc's existing shareholders.
The issue of any of the authorised shares by Ninety One Limited is regulated by article 14 of the Ninety One Limited MOI, which provides inter alia that, subject to the Statutes (as such term is defined in the Ninety One Limited MOI) and the JSE Listings Requirements, where applicable, Ninety One Limited may in a general meeting authorise the directors to allot and issue all or any shares authorised by Ninety One Limited at such times and on such terms and conditions as they think proper.
The authority in paragraph (i) of Resolution 3 above authorises the directors to issue 66,592,115 Ninety One Limited ordinary shares, being equal to approximately 19.5% of the total issued ordinary share capital of Ninety One Limited as at 28 February 2025 (being the latest practicable date prior to the publication of this Notice) in relation to the SA Transaction.
The authority in paragraph (ii) of Resolution 3 above authorises the directors to issue 45,427,094 Ninety One Limited special converting shares to reflect the number of ordinary shares issued by Ninety One plc pursuant to Resolution 1 above, being approximately 6.7% of the total issued ordinary share capital of Ninety One plc as at 28 February 2025 (being the latest practicable date prior to the publication of this Notice), per the requirements of the dual listed companies' structure and agreements.
By order of the Board,
A Rasool Company Secretary
London
Thursday, 6 March 2025
Ninety One plc 55 Gresham Street, London EC2V 7EL United Kingdom
plc ordinary shareholder's entire holding"). In the event of a conflict between a blank proxy and a proxy which does state the number of Ninety One plc ordinary shares to which it applies, Ninety One plc shall deal with such conflict in a manner that it, in its absolute discretion, sees fit.
purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which Computershare Investor Services PLC is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
Notice is hereby given that the General Meeting of Ninety One Limited will be held at 11:30 (SA Time) on Wednesday, 9 April 2025 electronically to:
Ninety One Limited Shareholders entitled to attend, participate in and vote at the General Meeting or proxies of such shareholders that wish to participate in and/or vote at the General Meeting by electronic participation must refer to the guide to joining the electronic General Meeting on page 59 of this document.
In terms of sections 59(1)(a) and (b) of the South African Companies Act, No. 71 of 2008, as amended (the "South African Companies Act"), the Ninety One Limited Board has set the record date for the purpose of determining which shareholders are entitled to:
Ninety One Limited Shareholders who have not dematerialised their shares or who have dematerialised their shares with "own name" registration, and who are entitled to attend, participate in and vote at the General Meeting, are entitled to appoint one or more persons as their proxy to exercise all or any of their rights to attend and to speak and vote in their stead at the general meeting, provided that, if more than one proxy is appointed concurrently by a shareholder, each proxy is appointed to exercise the rights attached to different shares held by the shareholder. A proxy need not be a shareholder.
Ninety One Limited Shareholders who have not dematerialised their shares or who have dematerialised their shares with "own name" registration, and who are entitled to attend electronically, participate in and vote at the General Meeting, and who do not deliver forms of proxy to the transfer secretaries in South Africa by the relevant time, will nevertheless be entitled to lodge the form of proxy in respect of the General Meeting immediately prior to the exercising of the shareholders' rights at the general meeting, in accordance with the instructions therein, by emailing it to [email protected].
Ninety One Limited Shareholders who have dematerialised their shares, other than those shareholders who have dematerialised their shares with "own name" registration, should contact their CSDP or broker in the manner and within the time stipulated in the agreement entered into between them and their CSDP or broker:
For an ordinary resolution to be approved by shareholders, it must be supported by more than 50% of the voting rights exercised on the resolution.
For a special resolution to be approved by shareholders, it must be supported by at least 75% of the voting rights exercised on the resolution.
In accordance with section 65(4) of the South African Companies Act, Ninety One Limited Shareholders are referred to the Part I of the Circular (of which this Notice forms part) as explanatory material accompanying these resolutions.
To consider and, if deemed fit, to pass, with or without modification, the ordinary resolutions and special resolution of Ninety One plc set out below:
RESOLVED THAT, without prejudice to the authority conferred on the directors at Ninety One plc's 2024 annual general meeting (which remains in full force and effect) or such authority as may be conferred on the directors at Ninety One plc's 2025 annual general meeting, the directors be and are hereby generally and unconditionally authorised pursuant to and in accordance with section 551 of the UK Companies Act 2006 (the "UK Companies Act") to exercise all the powers of Ninety One plc to allot shares in Ninety One plc or to grant rights to subscribe for, or to convert any security into shares up to an aggregate nominal amount of:
Such authority to expire on 30 September 2026 (unless previously renewed, revoked or varied by resolution of Ninety One plc), save that Ninety One plc may, before such expiry, make offers or enter into agreements which would or might require shares to be allotted or rights to subscribe for or to convert any securities into shares to be granted after the authority expires.
RESOLVED THAT, subject to the passing of Resolution 1 above, the directors be authorised to allot ordinary shares in Ninety One plc wholly for cash pursuant to the authority granted by Resolution 1 above as if section 561(1) of the UK Companies Act did not apply to any such allotment, such authority to be limited to allotments up to an aggregate nominal amount of £4,542.71, such authority to expire on 30 September 2026 (unless previously renewed, revoked or varied by resolution of Ninety One plc), save that Ninety One plc may, before such expiry, make offers or enter into agreements which would or might require shares to be allotted after the authority expires and the directors may allot ordinary shares under any such offer or agreement as if the authority had not expired.
To consider and, if deemed fit, to pass, with or without modification, the ordinary resolution of Ninety One Limited set out below:
RESOLVED THAT, without prejudice to the authority conferred on the directors at Ninety One Limited's 2024 annual general meeting (which remains in full force and effect) or such authority as may be conferred on the directors at Ninety One Limited's 2025 annual general meeting, the directors be and are hereby generally and unconditionally authorised to issue:
The Articles of Association of Ninety One plc permit the directors of Ninety One plc to allot shares and other securities in accordance with section 551 of the UK Companies Act, up to an amount authorised by the shareholders in a general meeting. The purpose of Resolution 1 above is to grant power to the directors to allot Ninety One ordinary shares and special converting shares in relation to the SA Transaction.
The authority in paragraph (i) of Resolution 1 above authorises the directors to allot Ninety One plc ordinary shares up to a maximum nominal amount of £4,542.71, which is equivalent to 45,427,094 shares, being approximately 6.7% of the total issued ordinary share capital of Ninety One plc as at 28 February 2025 (being the latest practicable date prior to the publication of this Notice).
The authority in paragraph (ii) of Resolution 1 above authorises the directors to allot 66,592,115 Ninety One plc special converting shares to reflect the number of ordinary shares issued by Ninety One Limited pursuant to Resolution 3 above, up to a nominal value of £6,659.22, per the requirements of the dual listed companies' structure and agreements.
Shares held in treasury are not included for the purposes of the calculation of the nominal value of ordinary shares which may be allotted under this authority. As at 28 February 2025 (being the latest practicable date prior to the publication of this Notice), Ninety One plc holds no treasury shares for voting right purposes.
If the directors of Ninety One wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), UK company law requires these shares to be offered first to shareholders in proportion to their existing holdings (known as pre-emption rights). These pre-emption rights can be modified and/or disapplied.
Under the structure of the Proposed Transaction, the Ninety One plc ordinary shares to be issued in connection with the SA Transaction will for UK company law purposes be issued for cash or cash equivalent. The purpose of Resolution 2 is therefore to enable the directors to issue the Ninety One plc ordinary shares in connection with the SA Transaction without first having to offer such shares to Ninety One plc's existing shareholders.
The issue of any of the authorised shares by Ninety One Limited is regulated by article 14 of the Ninety One Limited MOI, which provides inter alia that, subject to the Statutes (as such term is defined in the Ninety One Limited MOI) and the JSE Listings Requirements, where applicable, Ninety One Limited may in a general meeting authorise the directors to allot and issue all or any shares authorised by Ninety One Limited at such times and on such terms and conditions as they think proper.
The authority in paragraph (i) of Resolution 3 above authorises the directors to issue 66,592,115 Ninety One Limited ordinary shares, being equal to approximately 19.5% of the total issued ordinary share capital of Ninety One Limited as at 28 February 2025 (being the latest practicable date prior to the publication of this Notice) in relation to the SA Transaction.
The authority in paragraph (ii) of Resolution 3 above authorises the directors to issue 45,427,094 Ninety One Limited special converting shares to reflect the number of ordinary shares issued by Ninety One plc pursuant to Resolution 1 above, being approximately 6.7% of the total issued ordinary share capital of Ninety One plc as at 28 February 2025 (being the latest practicable date prior to the publication of this Notice), per the requirements of the dual listed companies' structure and agreements.
By order of the Board,
Company Secretary 36 Hans Strijdom Avenue Foreshore, Cape Town 8001, South Africa Thursday, 6 March 2025
Only for use by shareholders who have not dematerialised their Ninety One Limited shares or who have dematerialised their shares and selected 'own name' registration with Computershare's CSDP.
Shareholders who have dematerialised their Ninety One Limited shares must inform their Central Securities Depository Participants (CSDP) or broker of their intention to attend the Ninety One Limited General Meeting and request their CSDP or broker to issue them with the necessary letters of representation to attend or provide their CSDP or broker with their voting instructions should they not wish to attend the Ninety One Limited general meeting electronically by audiocast.
As a member(s) of Ninety One Limited I/we wish to appoint another person to vote on my/our behalf at the General Meeting of the Company to be held electronically by audiocast on Wednesday, 9 April 2025 at 11.30 (SA Time) and at any adjournment of that meeting. My/our proxy will be the chairman of the General Meeting unless I/we write the name of another person in the box below:
| (print name(s) in full) | ||||
|---|---|---|---|---|
| of | ||||
| (full address) | ||||
| being holder(s) of ordinary shares |
||||
| do hereby appoint | ||||
| of | or failing them | |||
| of | or failing them | |||
| In favour of | Against | Abstain | ||
| Ninety One plc and Ninety One Limited | ||||
| 1. Ordinary Resolution – Directors' authority to allot shares and other |
||||
| securities in in Ninety One plc 2. Special Resolution – Directors' authority to disapply pre-emption rights in relation to shares in Ninety One plc |
A shareholder entitled to attend electronically and vote at the General Meeting is entitled to appoint a proxy (who need not be a shareholder of the Company) to attend electronically, and, on a poll, to vote in his/her place. Each Resolution is to be decided on a poll and a shareholder or his proxy shall have one vote for every share held.
Rosebank Towers
15 Biermann Avenue Rosebank 2196
Private Bag X9000, Saxonwold 2132
or email it to: [email protected]
Notwithstanding the above, forms of proxy not delivered by the relevant time can nevertheless be lodged with the transfer secretaries via email ([email protected]) at any time before the proxy exercises any rights of the shareholder at the meeting.
This can be done by accessing the General Meeting website, https://meetnow.global.
If you are a Ninety One plc shareholder, please enter the meeting name NOPGM2025. If you are a Ninety One Limited shareholder, please enter the meeting name NOLZGM2025.
The General Meeting platforms can be accessed online using the latest versions of Chrome, Firefox, Edge or Safari. Please note that Internet Explorer is not supported. It is highly recommended that you check your system capabilities in advance of the meeting day.
If you are a Ninety One plc shareholder, on accessing the platform, enter your unique Shareholder Reference Number (SRN) and PIN under the 'Shareholder' tab on the login screen. These can be found printed on your form of proxy, or email if you are registered for email communications. For Ninety One Limited shareholders, enter your unique invitation code under the tab 'Invitation' on the login screen. This will be issued to you when pre-registering to participate in the meeting by either visiting https://meetnow.global or sending your registration request to [email protected].
Access to the meetings via the platforms will be available from 09:30 (UK Time) and 10:30 (SA Time) on Wednesday, 9 April 2025. Please note, however, that your ability to vote will not be enabled until the Chair formally declares the poll open during the meeting.
If you are a Ninety One plc shareholder and unable to access your SRN and PIN, please contact the company's registrar before 10:00 (UK Time) on Wednesday, 9 April 2025 on +44 (0)370 703 6027. Lines are open from 08:30 to 17:30 (UK Time) Monday to Friday (excluding public holidays in England and Wales). If you are a Ninety One Limited shareholder and unable to access your unique invitation code, please contact the company's transfer secretaries before 11:00 (SA Time) on Wednesday, 9 April 2025 at [email protected].
After the Chair has formally opened the meeting, they will explain the voting procedure. Voting will only be enabled on all Resolutions once the Chair formally declares the poll open. Shareholders may, at any time whilst the poll is open, vote electronically on any or all of the Resolutions in the Notice of Meeting, Resolutions will not be put forward separately.
Once you have selected your choice, you will see a message on your screen below the Resolution text confirming that your vote has been received and how you voted. If you think that you have selected the wrong choice, or if you wish to change your mind, simply press "Click here to change your vote" and select your preferred option prior to the voting on that Resolution closing. If you wish to cancel your 'live' vote, please press "Click here to change your vote" then "Clear Vote". You can change your vote as many times as you wish up until the close of the poll. There is no final submit button as the voting is live.
Shareholders must ensure they are connected to the internet for the duration of the meeting in order to vote.
Shareholders attending electronically may ask questions via the platform by typing and submitting their question in writing or by phoning in using the phone number and access code displayed on the General Meeting platform.
To ask a written question, select the "Q & A" icon from within the navigation bar and type your question in the lower box. Once finished, press the "Send" icon to the right of the message box to submit your question. If you would like to ask your question verbally, the phone number and access code will be displayed below the broadcast window. Please ensure you follow the instructions and enter *1 to indicate you wish to ask a question. When called to speak by the Chair, your microphone will be unmuted and you will be invited to ask your question.
To obtain your unique invitation code that your proxy or corporate representative will need to join the meeting, please contact Ninety One plc's registrar before 10:30 (UK Time) on Monday, 7 April 2025 on +44 (0)370 703 6027 or email [email protected] by providing a Letter of Representation. Lines are open from 08:30 to 17:30 (UK Time) Monday to Friday (excluding public holidays in England and Wales).
To obtain your unique invitation code that your proxy or corporate representative will need to join the meeting, please contact Ninety One Limited's transfer secretaries before 11:30 (SA Time) on Monday, 7 April 2025 at [email protected]. Alternatively, shareholders can register on the Computershare portal at https://meetnow.global.
Should you encounter any technical difficulties with the platform, please contact the company's registrar using the telephone number provided on the platform. Alternatively, once you have joined the meeting, you may raise your question via the chat function. For any technical issues prior to the commencement of the meeting, please reach out to our registrar through the shareholder contact details:
Ninety One plc - +44 (0)370 703 6027
Ninety One Limited - +27 (0)11 3705000
If you are a Ninety One plc shareholder, please enter the meeting name NOPGM2025. If you are a Ninety One Limited shareholder, please enter the meeting name NOLZGM2025.
You will be able to access the platforms on Wednesday, 9 April 2025 from 09:30 (UK Time) / 10:30 (SA Time).
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