Old Mutual - managed separation update
Old Mutual plcĂs 2017 Annual Results announcement of 15th March 2018 included information of the further steps required to effect its strategy of managed separation. Old Mutual plc has published a circular (the ˘Circular÷) to its shareholders including proposals regarding the final processes needed to complete its managed separation. The Circular will be available at: www.oldmutualplc.com. In addition, Old Mutual Ltd. (˘OML÷) has also published its pre-listing statement (the ˘OML PLS÷), which will be available at www.oldmutual.com, and Quilter plc (˘Quilter÷) has published its listing prospectus (the ˘Quilter Prospectus÷), which will be available at https://www.oldmutualwealth.co.uk/quilter/investor- relations/.
OML and Nedbank Group Ltd. (˘Nedbank÷) have also signed their relationship agreement (˘Relationship Agreement÷) to govern the terms of the relationship upon completion of managed separation and replace the historic relationship agreement between Old Mutual plc and Nedbank. The Relationship Agreement will be available online at www.oldmutualplc.com and www.nedbankgroup.co.za and in physical form at OMLĂs offices at Mutualpark, Jan Smuts Drive, Pinelands, 7405, and NedbankĂs head office at 135 Rivonia Road, Sandown, 2196, South Africa. The proposals to finalise the managed separation require Old Mutual plc shareholder and UK Court approvals. If the proposals are approved by shareholders and the UK Court, and upon listing of the relevant securities as set out in the summarised timetable below, for every three Old Mutual plc shares held shareholders will receive:
˛ one ordinary share in Quilter (formerly Old Mutual Wealth); and
˛ three ordinary shares in Old Mutual Ltd. (the new holding company of Old Mutual Emerging Markets, the holding in Nedbank, and residual Old Mutual plc),
and shareholders will no longer hold any shares in Old Mutual plc, which will be delisted.
It is proposed that the managed separation is finalised in three principal steps, as follows:
˛ The first step involves the listing of Quilter and the distribution of 86.6% of the total issued share capital of Quilter to Old Mutual plc shareholders (the ˘Quilter Demerger÷), as well as the expected divestment by Old Mutual plc of up to 9.6% of the total issued share capital of Quilter by way of a cash placing of Quilter Shares to institutional investors (the ˘Quilter Share Sale÷), the related over-allotment option and a non-executive director share purchase (whereby Quilter and Old Mutual plc non-executive directors will have the opportunity to purchase Quilter shares at the same price as other investors participating in the cash placing). The remaining 3.8% of the total issued share capital of Quilter is held by the Quilter Joint Share Ownership Plan (JSOP) Trustee, on behalf of certain management and staff of Quilter. Quilter will have its primary listing on the London Stock Exchange and a secondary inward listing on the Johannesburg Stock Exchange. The proceeds of the expected 9.6% divestment will be received by Old Mutual plc and retained within the OML group.
˛ The second step, which takes place on the day after the first, involves the listing of OML in order to establish the domicile and primary listing of OML in South Africa. Immediately prior to its listing, OML, which is a South African domiciled and regulated entity, will become the holding company of Old Mutual plc. Old Mutual plc will become a subsidiary of OML, alongside the operating businesses. OML will have its primary listing on the Johannesburg Stock Exchange, a standard listing on the London Stock Exchange and secondary listings on the Malawi Stock Exchange, Namibian Stock Exchange and the Zimbabwe Stock Exchange.
˛ The third step is the proposed unbundling of Nedbank approximately six months after the implementation of the second step, whereby OML intends, subject to certain conditions, to distribute 32% of the issued ordinary share capital of Nedbank (and will in any event, distribute at least 30% of the issued ordinary share capital) to the OML shareholders on the OML share register at that time, whilst retaining a minority stake of 19.9% of the issued ordinary share capital of Nedbank (˘Nedbank Unbundling÷).
Capital Market Events
Quilter will host a capital markets event in London, UK on 26th April 2018 and Old Mutual Ltd. will host a site visit and an analyst presentation on 16th and 17th May 2018, respectively, in Johannesburg, South Africa. Further details will be communicated in due course.
Expected Timetable of Managed Separation Key Events
*Publication of the Circular - 20 April 2018
*First Court Meeting 10.30 a.m. on Friday, 25 May 2018
*Second Court Meeting 10.45 a.m. on Friday, 25 May 2018
*General Meeting 11.00 a.m. on Friday, 25 May 2018
*Last day to trade in Old Mutual plc Shares on the Malawian Register - Thursday, 14 June 2018
*Last day to trade in Old Mutual plc Shares on the UK Register, SA Register, the Namibian Register and the Zimbabwean Register - Friday, 22 June 2018
*Court hearing to sanction the First Scheme - Wednesday, 20 June 2018
*Court hearing to sanction the Second Scheme - Monday, 25 June 2018
*Admission of the Quilter Shares to the London Stock Exchange and Johannesburg Stock Exchange and commencement of unconditional dealings in Quilter Shares on the London Stock Exchange and Johannesburg Stock Exchange 8.00 a.m. on Monday, 25 June 2018
*Admission of the Old Mutual Ltd. Shares to Johannesburg Stock Exchange, London Stock Exchange, the Namibian Stock Exchange, the Zimbabwe Stock Exchange and the Malawi Stock Exchange and commencement of unconditional dealings in Old Mutual Ltd. Shares on all of those stock exchanges - 8.00 a.m. on Tuesday, 26 June 2018
*Delisting of Old Mutual plc Shares from the London Stock Exchange by 8.00 a.m. on Tuesday, 26 June 2018
*Delisting of Old Mutual plc Shares from the Johannesburg Stock Exchange, the Namibian Stock Exchange, the Zimbabwe Stock Exchange and the Malawi Stock Exchange - Friday, 29 June 2018