Investec PLC — Remuneration Information 2015

Jun 3, 2015

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RNS Number : 1410P

Investec PLC

03 June 2015

Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06       JSE share code: INL NSX share code: IVD BSE share code: INVESTEC ISIN: ZAE000081949	Investec plc Incorporated in England and Wales Registration number 3633621 LSE share code: INVP JSE share code: INP ISIN: GB00B17BBQ50

(together "Investec")

As part of the dual listed company structure, Investec plc and Investec Limited notify both the London and Johannesburg Stock Exchanges of those interests (and changes to those interests) of (i) directors of both entities and the respective company secretaries, (ii) persons discharging managerial responsibilities (PDMRs) across the group, and (iii) in certain instances the directors of major subsidiaries of Investec Limited, in the securities of Investec plc and Investec Limited which are required to be disclosed under the Disclosure and Transparency Rules of the United Kingdom Listing Authority (the "UKLA") and/or the JSE Listing Requirements.

Accordingly, we advise of the following changes to attributable interests in the ordinary shares of Investec plc and Investec Limited:

TRANSACTIONS IN INVESTEC PLC ORDINARY SHARES OF GBP0.0002 EACH (THE "INVESTEC PLC ORDINARY SHARES")

1.    Executive Directors: interests in Investec plc Ordinary Shares

1.1   Award of forfeitable shares to S Koseff, B Kantor and GR Burger (together the "Executive Directors")

On 1 June 2015, Investec made forfeitable share awards in respect of ordinary shares in the capital of Investec plc for nil consideration pursuant to the Investec plc Executive Incentive Plan 2013 (the "Plan"). These forfeitable share awards vest as follows: 25% will vest immediately on award and are subject to a six month retention period, with the remaining forfeitable shares vesting in three equal tranches (each subject to a six month retention period) over a three year period from the date of award: 

Executive Director:	Number of forfeitable shares:
S Koseff	333,890
B Kantor	333,890
GR Burger	300,501

1.2   Award of fixed allowance shares to the Executive Directors  

Each of the Executive Directors are to receive a contractual annual fixed allowance of £1 million each, payable in shares (the "Fixed Allowance Shares") and accordingly, on 1 June 2015, Investec made the following share awards in respect of ordinary shares in the capital of Investec plc for nil consideration pursuant to the Plan.

The awards will be subject to revised vesting periods which will be put to shareholders for approval at the annual general meetings of Investec plc and Investec Limited to be held on 6 August 2015. Subject to shareholder approval, these shares will vest on award and will be released in five equal tranches in each of the five years following the year of award, failing which the share awards will be subject to retention as follows: 75% subject to a four year retention period, with the remaining 25% retained to the fifth year following award.

Executive Director:	Number of Fixed Allowance Shares:
S Koseff	166,945
B Kantor	166,945
GR Burger	166,945

1.3   Disposal of shares

The above awards, to the extent they vest immediately, incur a tax liability. In order to settle this tax liability, B Kantor disposed of the following number of shares on 2 June 2015:

Transaction notified in terms of:	DTR3.1.4R(1)(a)
Security	Investec plc ordinary shares of GBP0.0002 each
Nature of transaction	On market sale
Number of shares	121,135
Volume weighted average selling price	GBP5.86
Total value of transaction	GBP709,669.40
Highest price	GBP5.89
Lowest price	GBP5.82
Nature of interest	Direct beneficial
Date and place of transaction	2 June 2015, London

1.4   Executive Directors': resultant holdings

Following the above transactions, the Executive Directors' interests in the ordinary share capital of Investec plc are as follows:

Executive Directors:	Aggregate holding after these transactions:
S Koseff	5,274,035
B Kantor	832,657
GR Burger	3,316,390

2.    PDMRs: interests in Investec plc Ordinary Shares

2.1   Award of forfeitable shares to a PDMR

On 1 June 2015, Investec made forfeitable share awards in respect of ordinary shares in the capital of Investec plc for nil consideration pursuant to its Long Term Incentive Plan.

These forfeitable share awards vest as follows: 25% will vest immediately on award and are subject to a six month retention period, with the remaining forfeitable shares vesting in three equal tranches (each subject to a six month retention period) over a three year period from the date of award: 

PDMR:	Number of forfeitable shares:
David van der Walt	100,167

2.2   Award of nil cost options in Investec plc ordinary shares to PDMRs

On 1 June 2015, Investec made awards in respect of nil cost options in the capital of Investec plc for nil consideration pursuant to its Long Term Incentive Plan ("LTIP"). In terms of the LTIP plan rules, 75% of the options are exercisable on 1 June 2019 and the remaining 25% of the options are exercisable on 1 June 2020, on condition that the participant is still employed by Investec. The awards are in accordance with the determination of the Remuneration Committee and with the rules of the LTIP plan.

In accordance with Disclosure and Transparency Rules ("DTR") 3.1.4R (1) (a), Investec plc advises of the following changes to the interests in Investec shares by PDMRs

PDMR:	Number of options awarded:
Stephen Elliott	125,000
David van der Walt*	125,000
Ciaran Whelan*	125,000

* David van der Walt and Ciaran Whelan are both classified as Remuneration Code Staff for the purposes of the FCA and PRAs' Remuneration Code. Accordingly, their awards are subject to performance conditions and the following vesting schedule: 75% on 1 November 2018 and 25% on 1 November 2019, both vestings subject to six month retention period.

2.3   Award of nil cost options in Investec plc ordinary shares to Company Secretary

In compliance with Rules 3.63 - 3.74 of the JSE Listing Requirements, we advise of the following changes to attributable interests in Investec plc by the Company Secretary:

Company Secretary:	Number of options awarded:
David Miller	15,000

2.4   Disposal of shares by a PDMR

The forfeitable shares which vest immediately on award incur a tax liability. In order to settle this liability, D van der Walt disposed of the following number of forfeitable shares on 1 June 2015:

Transaction notified in terms of:	DTR3.1.4R(1)(a)
Security	Investec plc ordinary shares of GBP0.0002 each
Nature of transaction	On market sale
Number of shares	30,808
Volume weighted average selling price	GBP5.91
Total value of transaction	GBP182,192.35
Highest price	GBP5.93
Lowest price	GBP5.89
Nature of interest	Direct beneficial
Date and place of transaction	1 June 2015, London

3.    TRANSACTIONS IN INVESTEC LIMITED ORDINARY SHARES OF ZAR0.0002 EACH (the "INVESTEC LIMITED ORDINARY SHARES") 

3.1   Award of nil cost options in Investec Limited ordinary shares to PDMRs 

On 1 June 2015, Investec made awards in respect of nil cost options in the capital of Investec Limited for nil consideration pursuant to its Long Term Incentive Plan ("LTIP"). In terms of the LTIP plan rules, 75% of the options are exercisable on 1 June 2019 and the remaining 25% of the options are exercisable on 1 June 2020, on condition that the participant is still employed by Investec. The awards are in accordance with the determination of the Remuneration Committee and with the rules of the LTIP plan.

In accordance with Disclosure and Transparency Rules ("DTR") 3.1.4R (1) (a) Investec plc advises of the following transactions by PDMRs:

PDMR	Number of options awarded:
Marc Kahn	100,000
Andrew Leith	125,000
Raymond van Niekerk	80,000
Richard Wainwright	125,000

3.2   Award of nil cost options in Investec Limited ordinary shares to Company Secretary

In compliance with Rules 3.63 - 3.74 of the JSE Listing Requirements, we advise of the following changes to attributable interests in Investec Limited by the Company Secretary:

Company Secretary:	Number of options awarded:
Niki van Wyk	15,000

Johannesburg and London

3 June 2015

Sponsor:

Investec Bank Limited

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