Wrap Text
Finalisation announcement: Unbundling by Old Mutual of a portion of its shareholding in Nedbank Group Ltd
Old Mutual Limited
Incorporated in the Republic of South Africa
Registration number: 2017/235138/06
JSE alpha code: OMLI
("Old Mutual" or “the Company” or the “Group”)
Ref 24/21
26 October 2021
FINALISATION ANNOUNCEMENT: UNBUNDLING BY OLD MUTUAL OF A PORTION OF ITS
SHAREHOLDING IN NEDBANK GROUP LIMITED
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
The definitions commencing on page 26 of this announcement apply to this entire announcement, except
where otherwise indicated.
This announcement does not constitute an offer or form part of any offer or invitation to purchase, subscribe
for, sell or issue, or a solicitation of any offer to purchase, subscribe for, sell or issue, any securities (whether
pursuant to this announcement or otherwise) in any jurisdiction, including an offer to the public or section
of the public in any jurisdiction. This announcement does not comprise a prospectus.
1. INTRODUCTION
Old Mutual Shareholders are referred to the unbundling announcement published on Wednesday,
23 June 2021 (“Unbundling Announcement”) regarding the unbundling of all of the Nedbank Shares
held by Old Mutual Emerging Markets Proprietary Limited (being 62,131,692 Nedbank Shares and
comprising 12.2% of the issued ordinary share capital of Nedbank as at 25 October 2021) to Old Mutual
Shareholders by way of a distribution in specie in terms of section 46(1)(a)(ii) of the Companies Act,
No. 71 of 2008 (the “Unbundling”).
Old Mutual is pleased to announce that all the regulatory approvals required to implement the
Unbundling have been obtained and that the Unbundling will be implemented in accordance with the
timetable set out in this announcement.
Each Old Mutual Shareholder will receive Nedbank Shares (which are listed on the Johannesburg
Stock Exchange and the Namibian Stock Exchange) in the ratio illustrated below:
For every 100 1.31954
Old Mutual => Nedbank
Shares Shares
The Unbundling will be implemented in accordance with the provisions of Old Mutual's memorandum
of incorporation.
2. SALIENT DATES AND TIMES
The Unbundling will take place at 9:00 a.m. (SA time) on Monday, 8 November 2021. Set out below
are the indicative dates and times (South African standard time unless otherwise stated) applicable to
the Unbundling.
Event Date and time (2021)
Last day for transfers of Old Mutual Shares between the SA Register, Tuesday, 26 October
UK Register, Namibian Register, Malawian Register and Zimbabwean
Register in order to participate in the Unbundling
Last day to trade Old Mutual Shares on the SA Register, Namibian Tuesday, 2 November
Register, Malawian Register and Zimbabwean Register in order to
participate in the Unbundling
Last day to trade Old Mutual Shares on the UK Register or in Old Wednesday, 3 November
Mutual DIs in order to participate in the Unbundling
Old Mutual Shares trade “ex” entitlement on the SA Register, Wednesday, 3 November
Malawian Register, Namibian Register and Zimbabwean Register in
order to receive the Unbundled Nedbank Shares
Old Mutual Shares on the UK Register and Old Mutual DIs trade “ex” Thursday, 4 November
entitlement to receive the Unbundled Nedbank Shares
Announcement regarding the value to be utilised in determining the
cash payment due in respect of any fractional entitlements published Thursday, 4 November
at 11.00 a.m. on
Record Time, 8.00 p.m. on
Friday, 5 November
Transfers of Old Mutual Shares between Registers opened at the
commencement of trade at 09.00 a.m. on Monday, 8 November
Unbundling implemented at 09.00 a.m. on (Distribution Date)
Monday, 8 November
Old Mutual Shareholders’ accounts at CSDP or broker updated and Monday, 8 November
credited on
Share certificates in respect of Unbundled Nedbank Shares Thursday, 11 November
despatched in South Africa on
Notes:
1. Old Mutual Shareholders should anticipate their holdings of Old Mutual Shares and Old Mutual DIs
at the Record Time by taking into account all unsettled trades concluded on or before the last day
to trade which are due to be settled on or before the Record Time.
2. Share certificates in respect of Old Mutual Shares held on the SA Register may not be
Dematerialised or rematerialized between Wednesday, 3 November 2021 and Friday, 5 November
2021, both days inclusive.
3. FRACTIONAL ENTITLEMENTS, CASH PROCEEDS AND APPLICABLE RATE
3.1. As required by the JSE Listings Requirements, fractional entitlements to Unbundled Nedbank
Shares will be rounded down to the nearest whole number and the aggregated fractions of the
Unbundled Nedbank Shares to which an Old Mutual Shareholder would otherwise be entitled will
not be transferred to them, but will instead be sold in the market as soon as practicable after the
Unbundling.
3.2. Old Mutual Shareholders will accordingly receive monetary compensation in respect of their
fractional entitlements to Unbundled Nedbank Shares. In accordance with the JSE Listings
Requirements, this amount will be determined with reference to the volume weighted average
price in Rand of a Nedbank Share traded on the Johannesburg Stock Exchange on Wednesday,
3 November 2021, being the first trading day in Old Mutual Shares on the SA Register after the
last day to trade on Tuesday, 2 November 2021, reduced by 10% (“Cash Proceeds”).
3.3. The Cash Proceeds will be paid: (i) by Old Mutual to the relevant registered Certificated
Shareholders; and (ii) by a nominee or CSDP to the relevant Old Mutual Shareholders that hold
their Old Mutual Shares in Uncertificated Form within a nominee account or within a CSDP.
3.4. Old Mutual Shareholders on the Namibian Register, Malawian Register, UK Register and the
Zimbabwean Register will be paid the local currency cash equivalents of the Cash Proceeds. The
Cash Proceeds will be converted to local currency at the effective rate quoted by Old Mutual on
or before the date upon which payment of the Cash Proceeds is made (“Applicable Rate”).
3.5. The basis for the Cash Proceeds and the Applicable Rate will be announced by Old Mutual on
SENS, the RNS and the news services of the Malawi Stock Exchange, the Namibian Stock
Exchange and the Zimbabwe Stock Exchange on Thursday, 4 November 2021).
4. EXCHANGE CONTROL
This summary is based on the laws as in force and as applied in practice as at the date of this
announcement and is subject to changes to those laws and practices subsequent to such date.
The following summary of the Exchange Control Regulations does not constitute advice, is intended as
a guide only and is not a comprehensive statement of the Exchange Control Regulations. Old Mutual
Shareholders who have any queries regarding the Exchange Control Regulations should contact their
own professional advisers without delay.
The concept of "emigration" as recognised by the Financial Surveillance Department of the South
African Reserve Bank (“SARB”) is being phased out with effect from 1 March 2021 and is replaced by
a verification process. Exchange Control Circular 6/2021 dated 26 February 2021 and Circular 8/2021
dated 21 May 2021 set out the changes in relation to emigrants and changes to the Currency and
Exchanges Manual for Authorised Dealers ("AD Manual”) with effect from 1 March 2021.
Until 28 February 2021, the Exchange Control Regulations read with the AD Manual distinguished
between residents, non-residents and emigrants. As of 1 March 2021, under the new framework,
natural person residents and natural person emigrants are treated identically. To ensure a smooth
transition from the old framework to the new framework, natural persons who applied to be emigrants
under the old framework, by obtaining a MP336(b) form that was attested by an authorised Dealer on
or before 28 February 2021, will be dealt with in terms of the exchange control procedures relating to
emigration for exchange control purposes prior to 1 March 2021 provided their emigration applications
were approved on or before 28 February 2021.
For the purposes of the Exchange Control Regulations:
• a resident means any person, being a natural person or a legal entity, who has taken up permanent
residence, is domiciled or registered in South Africa;
• a non-resident is a person, being a natural person or a legal entity, whose normal place of
residence, domicile or registration is outside the Common Monetary Area; and
• an emigrant means a South African resident who has left South Africa to take up permanent
residence or has been granted permanent residence in any country outside of the Common
Monetary Area. For purposes of the Exchange Control Regulations read with the AD Manual, a
South African resident will only be regarded as an emigrant if he placed his emigration on record
with the SARB under the exchange control policy which applied up to 28 February 2021.
Old Mutual Shareholders who are uncertain as to whether they are residents or non-residents or South
African non-tax residents (emigrants) for purposes of the Exchange Control Regulations read with the
AD Manual, are advised to approach their relevant authorised Dealer to request confirmation.
4.1. Emigrants from the Common Monetary Area consisting of South Africa, Namibia and the
Kingdoms of Lesotho and eSwatini ("CMA")
Any share certificates that may be issued by Nedbank to emigrants from the CMA will be
endorsed "non- resident" in accordance with the Exchange Control Regulations.
Uncertificated Unbundled Nedbank Shares will be credited directly to an Old Mutual
Shareholder's emigrant share account at the CSDP or broker controlling its remaining portfolios
and an appropriate electronic entry will be made in the relevant register reflecting a "non-resident"
endorsement. The CSDP or broker will ensure that the emigrant adheres to the Exchange Control
Regulations.
Any Unbundled Nedbank Shares issued in certificated form, cash dividends and Cash Proceeds
based on an emigrant's Unbundled Nedbank Shares controlled in terms of the Exchange Control
Regulations will be forwarded to the authorised dealer in foreign exchange controlling their
assets. Elections by emigrants must be made through the authorised dealer in foreign exchange
controlling their assets.
4.2. Residents outside of the CMA
Any share certificates that may be issued by Nedbank to non-residents of the CMA will be
endorsed "non- resident" in accordance with the Exchange Control Regulations.
Uncertificated Unbundled Nedbank Shares will be credited directly to an Old Mutual
Shareholder's non-resident share account at the CSDP or broker controlling its portfolios and an
appropriate electronic entry will be made in the relevant register reflecting a "non-resident"
endorsement. The CSDP or broker will ensure that the non- resident adheres to the Exchange
Control Regulations.
Cash dividends and Cash Proceeds due to non-residents are freely transferable from South
Africa, subject to being converted into a currency other than Rand or paid for the credit of a non-
resident Rand account.
4.3. Overseas Old Mutual Shareholders
This following summary describes the restrictions applicable to Old Mutual Shareholders who
have registered addresses outside South Africa, the United Kingdom, Malawi, Namibia and
Zimbabwe, who are nationals, citizens or residents of countries other than South Africa, the
United Kingdom, Malawi, Namibia and Zimbabwe (“Overseas Old Mutual Shareholders”), or
who are persons (including, without limitation, custodians, nominees and trustees) who have a
contractual or legal obligation to forward this announcement to a jurisdiction outside South Africa,
the United Kingdom, Malawi, Namibia and Zimbabwe or who hold Old Mutual Shares for the
account or benefit of any such Overseas Old Mutual Shareholder.
The distribution of the Unbundled Nedbank Shares to Overseas Old Mutual Shareholders in
terms of the Unbundling may be affected by the laws of such Overseas Old Mutual Shareholders’
relevant jurisdiction. Overseas Old Mutual Shareholders should consult their professional
advisers as to whether they require any governmental or other consent or need to observe any
other formalities to enable them to take up their entitlements with respect to the Unbundled
Nedbank Shares.
It is the responsibility of any Overseas Old Mutual Shareholder (including, without limitation,
nominees, agents and trustees for such persons) being notified by this announcement of the
Unbundling and wishing to take up their entitlement to Unbundled Nedbank Shares to satisfy
themselves as to the full observance of the applicable laws of any relevant territory, including
obtaining any requisite governmental or other consents, observing any other requisite formalities
and paying any issue, transfer or other taxes due in such territories.
Overseas Old Mutual Shareholders are obliged to observe the applicable legal requirements of
their relevant jurisdictions.
4.4. Restricted Overseas Old Mutual Shareholders
A restricted Overseas Old Mutual Shareholder includes any Overseas Old Mutual Shareholder
who is unable to receive any of the Unbundled Nedbank Shares to be distributed to him/her/it
because of the laws of the jurisdiction of residence, establishment, incorporation or otherwise of
that Overseas Old Mutual Shareholder, or any Overseas Old Mutual Shareholder that Old Mutual
is not permitted to transfer any of the Unbundled Nedbank Shares to because of the laws of the
jurisdiction of residence, establishment, incorporation or otherwise of that Overseas Old Mutual
Shareholder ("Restricted Overseas Old Mutual Shareholder"). The Unbundled Nedbank
Shares to which Restricted Overseas Old Mutual Shareholders would be entitled in terms of the
Unbundling will be aggregated and sold on the Johannesburg Stock Exchange in an orderly
manner by the SA Registrar on behalf of and for the benefit of Restricted Overseas Old Mutual
Shareholders as soon as is reasonably practical after the implementation of the Unbundling at
the best price that can reasonably be obtained at the time of sale.
CSDPs will be responsible for informing the SA Registrar of all Uncertificated Old Mutual Shares
held by them on behalf of such Restricted Overseas Old Mutual Shareholders.
Restricted Overseas Old Mutual Shareholders will, in respect of their entitlement to the
Unbundled Nedbank Shares, receive the average consideration per Unbundled Nedbank Share
in Rand (net of currency conversion costs), to be converted at the relevant spot rate on the date
of payment of such consideration to the relevant Overseas Old Mutual Shareholders, received
by the SA Registrar pursuant to the sale process as set out in this paragraph 4.4. The average
consideration per Unbundled Nedbank Share due to each Restricted Overseas Old Mutual
Shareholder will only be paid once all such Unbundled Nedbank Shares have been sold.
4.5. United States of America (“US” or “United States”)
4.5.1. Notice to US Investors
4.5.1.1. This announcement is not an offer of securities for sale in the United States.
The Unbundled Nedbank Shares have not been and will not be registered
under the US Securities Act of 1933 (“US Securities Act”), or with any
securities regulatory authority of any state or other jurisdiction in the United
States and may not be offered, sold, exercised, transferred or delivered,
directly or indirectly, in or into the United States at any time except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and applicable state and other securities
laws of the United States. The Unbundled Nedbank Shares will be issued in
the United States only to qualified institutional buyers ("QIBs") as defined in
Rule 144A under the US Securities Act in reliance on exemptions from
registration under the US Securities Act.
4.5.1.2. Accordingly, the Unbundled Nedbank Shares will be delivered to Old Mutual
Shareholders with a registered address in the United States ("US Old Mutual
Shareholders") only if such US Old Mutual Shareholders have demonstrated to
their relevant CSDP, broker, custodian or nominee (as applicable) that they are
QIBs and agree to certain transfer restrictions applicable to the Unbundled
Nedbank Shares delivered to QIBs. Each US Old Mutual Shareholder that wishes
to receive Unbundled Nedbank Shares in terms of the Unbundling will be required
to execute an investor letter in a form to be provided by (i) Old Mutual to Strate for
distribution by Strate to all CSDPs and (ii) the SA Registrar to all US Old Mutual
Shareholders holding Old Mutual Shares in Certificated Form on the Register ("US
Investor Letter"). The US Investor Letter must be returned by the Record Time to
Old Mutual directly either by email to the following email address:
omlgroupsecretariat@oldmutual.com, or by courier to Mutualpark, Jan Smuts
Drive, Pinelands, Cape Town, Western Cape, South Africa marked for the
attention of Ms. E Kirsten (Company Secretary), with a copy to the relevant CSDP,
broker, custodian or nominee in the case of Uncertificated Old Mutual
Shareholders and the SA Registrar (to the following e-mail address:
qibs@jseinvestorservices.co.za) in the case of Old Mutual Shareholders that
hold their Old Mutual Shares in Certificated Form on the SA Register, the Malawian
Register, the Namibian Register and the Zimbabwean Register or to the
UK Registrar (to the following email address: offer@equiniti.com) in the case of
the UK Register or Old Mutual DIs.
4.5.1.3. Any US Old Mutual Shareholder that is not a QIB or does not deliver a US
Investor Letter will be deemed to be an "Excluded US Old Mutual
Shareholder" and shall be treated as set out under paragraph 4.4 above.
4.5.1.4. The Unbundled Nedbank Shares delivered to QIBs will be "restricted
securities" within the meaning of Rule 144(a)(3) under the US Securities Act
and no representation is made as to the availability of the exemption provided
by Rule 144 under the US Securities Act ("Rule 144") for resale of any
Unbundled Nedbank Shares. For so long as the Unbundled Nedbank Shares
are restricted securities, such Unbundled Nedbank Shares or any economic
interest therein may be offered, sold, pledged or otherwise transferred only:
(i) to a person whom the beneficial owner and/or any person acting on its
behalf reasonably believes is a QIB in a transaction meeting the requirements
of Rule 144A; (ii) in accordance with Rule 144 (if available); (iii) in accordance
with another applicable exemption from the registration requirements of the
US Securities Act; or (iv) in an offshore transaction complying with the
provisions of Regulation S under the US Securities Act (including, for the
avoidance of doubt, a bona fide sale on the Johannesburg Stock Exchange),
in each case, in accordance with any applicable securities laws of any state of
the United States or any other jurisdiction.
4.5.1.5. The Unbundled Nedbank Shares have not been and will not be listed on a US
securities exchange or quoted on any inter-dealer quotation system in the
United States. Neither Old Mutual nor Nedbank intends to take any action to
facilitate a market in the Unbundled Nedbank Shares in the United States.
Consequently, it is unlikely that an active trading market in the United States
will develop for the Unbundled Nedbank Shares.
4.5.1.6. The Unbundled Nedbank Shares have not been approved or disapproved by
the United States Securities and Exchange Commission, any state securities
commission in the United States or any other regulatory authority in the United
States, nor have any of the foregoing authorities passed comment upon, or
endorsed the merit of, the Unbundling or the accuracy or the adequacy of this
announcement. Any representation to the contrary is a criminal offence in the
United States.
4.5.1.7. US Old Mutual Shareholders should consult their own legal and tax advisers
with respect to the legal and tax consequences of the Unbundling in their
particular circumstances.
4.5.2. Notice to CSDPs, brokers, custodians and nominees holding Old Mutual Shares
on behalf of US Old Mutual Shareholders
Each US Old Mutual Shareholder that wishes to receive Unbundled Nedbank Shares will
be required to execute a US Investor Letter in a form to be provided by (i) Old Mutual to
Strate for distribution by Strate to all CSDPs and (ii) the SA Registrar to all US Old Mutual
Shareholders holding Old Mutual Shares in Certificated Form on the Register, and must
deliver such letter by the Record Time to Old Mutual directly either by email to the
following email address: omlgroupsecretariat@oldmutual.com, or by courier to
Mutualpark, Jan Smuts Drive, Pinelands, Cape Town, Western Cape, South Africa
marked for the attention of Ms. E Kirsten (Company Secretary), with a copy to the
relevant CSDP, broker, custodian or nominee (as applicable) in the case of
Uncertificated Old Mutual Shareholders and the SA Registrar (to the following e-mail
address: qibs@jseinvestorservices.co.za) in the case of Old Mutual Shareholders that
hold their Old Mutual Shares in Certificated Form on the SA Register, the Malawian
Register, the Namibian Register and the Zimbabwean Register or to the UK Registrar
(to the following email address: offer@equiniti.com) in the case of the UK Register or
Old Mutual DIs. Any US Old Mutual Shareholder that does not deliver a valid US Investor
Letter will be deemed to be an Excluded US Old Mutual Shareholder.
4.6. Other Jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than South
Africa, the United Kingdom, Malawi, Namibia and Zimbabwe may be restricted by law and
therefore persons in whose possession any of this announcement comes should inform
themselves about, and observe, any such applicable restrictions or requirements. Any failure to
comply with such restrictions or requirements may constitute a violation of the securities laws
and regulations of any such jurisdiction. To the fullest extent permitted by applicable law, Old
Mutual and its advisers disclaim any responsibility or liability for the violation of such restrictions
or requirements by any person. This announcement has been prepared for the purposes of
complying with the JSE Listings Requirements, the FCA Rules, the Malawi Stock Exchange
Listings Requirements, the Namibian Stock Exchange Listings Requirements and the Zimbabwe
Stock Exchange Listings Requirements and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in accordance
with the laws and regulations of any jurisdiction outside of those outlined above.
5. TRADING AND SETTLEMENT
5.1. Entitlement to receive Unbundled Nedbank Shares
5.1.1. Record Time
5.1.1.1. Eligible Old Mutual Shareholders registered on the applicable Register, or who
are holders of Old Mutual DIs, as at the Record Time will receive Unbundled
Nedbank Shares (or a beneficial entitlement to Unbundled Nedbank Shares)
(as the case may be). Please see paragraph 5.1.3 below for details of how
dealings in Old Mutual Shares prior to the Record Time will be treated.
5.1.1.2. The way in which Old Mutual Shareholders will receive Unbundled Nedbank
Shares (or a beneficial entitlement thereto) will depend on how their Old
Mutual Shares are held on the applicable Register as at the Record Time.
These settlement arrangements are summarised in paragraph 5.2 below.
5.1.1.3. The Record Time applies to all Old Mutual Shares regardless of the applicable
Register on which they are held.
5.1.2. Overseas Old Mutual Shareholders
5.1.2.1. If, in respect of any Overseas Old Mutual Shareholder, Old Mutual is advised
that the distribution of Unbundled Nedbank Shares would or may infringe the
laws of any jurisdiction outside South Africa, Malawi, Namibia, the United
Kingdom or Zimbabwe, or would or may require Old Mutual or Nedbank to
comply with any governmental or other consent or any registration, filing or
other formality with which Old Mutual or Nedbank is unable to comply or
compliance with which Old Mutual or Nedbank regards as unduly onerous,
then Old Mutual shall deliver the relevant Unbundled Nedbank Shares to the
SA Nominee, who shall receive the Unbundled Nedbank Shares on behalf of
the relevant Overseas Old Mutual Shareholders.
5.1.2.2. All Unbundled Nedbank Shares to which the restriction in paragraph 5.1.2.1
applies that are transferred to the SA Nominee shall be sold in the market as
soon as practicable following the Distribution Date. Any such sale/s shall be
carried out at the best price which can reasonably be obtained at the time of
sale and the net proceeds of such sale/s (after the deduction of all expenses
and commissions incurred in connection with such sale) shall be paid to the
relevant Overseas Old Mutual Shareholder by the SA Nominee by way of
electronic funds transfer to the extent that the SA Nominee has, or is provided
with, bank account details for such Overseas Old Mutual Shareholder. Old
Mutual Shareholders on the Namibian Register, Malawian Register, UK
Register and the Zimbabwean Register will be paid the local currency cash
equivalents of such net proceeds, which will be converted to local currency at
the relevant spot rate on the day upon which such net proceeds are paid to
the relevant Old Mutual Shareholders. The SA Nominee shall further send to
each such Overseas Old Mutual Shareholder a statement of account reflecting
the number of Unbundled Nedbank Shares sold, the price achieved in respect
of such sale and the amount of all expenses and commissions incurred in
connection with such sale.
5.1.2.3. The payment to any Overseas Old Mutual Shareholders of the proceeds from
the sale of Unbundled Nedbank Shares in accordance with paragraph 5.1.2.2
will be in full and final satisfaction of the rights of such Overseas Old Mutual
Shareholders to receive the relevant Unbundled Nedbank Shares.
5.1.3. Dealings in Old Mutual Shares as at the Record Time
5.1.3.1. For the purposes of determining which Old Mutual Shareholders are eligible
to receive Unbundled Nedbank Shares, dealings in Old Mutual Shares will be
recognised only if:
5.1.3.1.1. in the case of Old Mutual Shareholders registered on the
SA Register whose Old Mutual Shares are held in Uncertificated
Form through the Strate System, the transferee is registered on the
Uncertificated section of the SA Register as the holder of the
beneficial entitlement to the relevant Old Mutual Shares as at the
Record Time;
5.1.3.1.2. in the case of Old Mutual Shareholders who hold a beneficial
entitlement to Old Mutual Shares that are registered in the name of
(i) the OMSAN Nominee on the OMSAN Nominee Register, (ii) the
OMBN Nominee on the OMBN Nominee Register or (iii) the
OMNAN Nominee on the OMNAN Nominee Register (as
applicable), the transferee is registered on the OMSAN Nominee
Register, the OMBN Nominee Register or the OMNAN Nominee
Register (as the case may be) as the holder of the beneficial
entitlement to the relevant Old Mutual Shares as at the Record Time;
5.1.3.1.3. in the case of Old Mutual DIs held through the UK Register in
Uncertificated Form in CREST, the holder of the Old Mutual DI is
registered with the UK Registrar as the holder of the relevant Old
Mutual DIs on the UK Register as at the Record Time. In the event
that there are dealings effected and instructions inputted for
settlement through CREST prior to the last day for dealings on the
London Stock Exchange where an entitlement to Old Mutual DIs has
not been settled by the Record Time, a corporate action event will
arise in CREST to notify the parties of the market claim that the
selling party will become credited with Unbundled Nedbank Shares
held through the SA Nominee, in order to assist those who are party
to open transactions;
5.1.3.1.4. in the case of Old Mutual Shareholders who hold a beneficial
entitlement to Old Mutual Shares that are registered in the name of
a Zimbabwean Nominee on the relevant Zimbabwean Nominee
Register, the transferee is registered on the applicable Zimbabwean
Nominee Register as the holder of the beneficial entitlement to the
relevant Old Mutual Shares as at the Record Time;
5.1.3.1.5. in the case of Old Mutual Shareholders registered on the SA
Register, the Malawian Register, the Namibian Register, the
UK Register or the Zimbabwean Register whose Old Mutual Shares
are held in Certificated Form, registrable transmission applications
or instruments of transfer (as applicable) in respect of those Old
Mutual Shares are received by the relevant Registrar before the
Record Time with sufficient time to allow for registration of the
transferee by the Record Time; and
5.1.3.1.6. in the case of Old Mutual Shareholders registered on the Malawian
Register whose Old Mutual Shares are held in Uncertificated Form
through the Centralised Securities Depository (CSD), the transferee
is registered in the CSD as the holder of the beneficial entitlement
to the relevant Old Mutual Shares as at the Record Time.
5.1.3.2. Based on the timetable as set out in paragraph 2 of this announcement, in
order for transferees to be registered in accordance with the timings listed
above (and noting certain trading and settlement requirements in South Africa,
Malawi, Namibia, the United Kingdom and Zimbabwe), the last day of dealings
in Old Mutual Shares is expected to be Tuesday, 2 November 2021 on the
Johannesburg Stock Exchange, the Malawi Stock Exchange, the Namibian
Stock Exchange and the Zimbabwe Stock Exchange and Wednesday,
3 November 2021 on the London Stock Exchange, though depending on
individual circumstances, the local requirements of brokers in the relevant
jurisdictions and other potential delays in processing a trade, dealings may
need to be made earlier than these dates in order for transfers of Old Mutual
Shares or beneficial entitlements to Old Mutual Shares to be registered in
accordance with the timings above.
5.1.3.3. Similarly, Old Mutual will not recognise any transfer or transmission application
in respect of Old Mutual Shares or Old Mutual DIs received after Tuesday,
26 October 2021 in respect of either:
5.1.3.3.1. requests for transfers of Old Mutual Shares between the
SA Register, the Malawian Register, the Namibian Register, the
UK Register (other than through CREST), and the Zimbabwean
Register; and
5.1.3.3.2. transfers of Old Mutual Shares completed on the UK Register or in
respect of Old Mutual DIs in CREST.
5.2. Summary of the methods of receipt of Unbundled Nedbank Shares
5.2.1. The way in which Old Mutual Shareholders will receive their Unbundled Nedbank Shares
(or beneficial entitlement thereto) will depend on how they hold their Old Mutual Shares
on the applicable Register as at the Record Time, as summarised below. Further details
are set out in paragraphs 5.3 and 5.4 below.
5.2.2. It is the responsibility of Old Mutual Shareholders to satisfy themselves as to the full
observance of applicable laws and regulatory requirements, including the obtaining of
any governmental, exchange control or other consents that may be required in order for
them, their nominee, custodian or trustee, as applicable, to receive and hold the
Unbundled Nedbank Shares (or a beneficial entitlement thereto) as set out below.
MANNER IN WHICH MANNER IN WHICH FORM OF
OLD MUTUAL SHARES UNBUNDLED NEDBANK CONFIRMATION
OR OLD MUTUAL DIs SHARES (OR A
(AS APPLICABLE) ARE BENEFICIAL
HELD AS AT THE ENTITLEMENT TO
RECORD TIME UNBUNDLED NEDBANK
SHARES) WILL BE
RECEIVED
SOUTH AFRICA
On the SA Register in On the Nedbank SA Nedbank share
Certificated Form Register in Certificated certificates are
Form expected to be
despatched following
the Distribution Date, at
the Old Mutual
Shareholder’s risk, on
Thursday, 11 November
2021
On the SA Register in A beneficial entitlement to The relevant CSDP or
Uncertificated Form Unbundled Nedbank broker account will be
Shares that is recorded credited on the
on the Nedbank SA Distribution Date
Register in Uncertificated (Monday, 8 November
Form and credited to the 2021)
same CSDP or broker
account in which the
holder’s Old Mutual
Shares are currently held
On the OMSAN A beneficial entitlement to The SA Nominee
Nominee Register of the Unbundled Register will be
beneficial entitlements Nedbank Shares that is credited with the
recorded on the beneficial entitlements
SA Nominee Register and to Unbundled Nedbank
the holder will become an Shares on the
SA Nominee Participant in Distribution Date
respect of such (Monday, 8 November
Unbundled Nedbank 2021)
Shares
NAMIBIA
On the Namibian On the Nedbank Namibian Written holding
Register in Certificated Register in Certificated confirmations are
Form Form expected to be
despatched following
the Distribution Date
on Thursday, 11
November 2021
On the OMNAN A beneficial entitlement to The SA Nominee
Nominee Register of the Unbundled Nedbank Register will be
beneficial entitlements Shares that is recorded credited with the
on the SA Nominee beneficial entitlements
Register and the holder to Unbundled Nedbank
will become an SA Shares on the
Nominee Participant in Distribution Date
respect of such (Monday, 8 November
Unbundled Nedbank 2021)
Shares
MALAWI
On the Malawian A beneficial entitlement to The Malawian Nominee
Register in Certificated the Unbundled Nedbank Register will be
Form Shares that is recorded credited with the
on the Malawian Nominee beneficial entitlements
Register and the holder to Unbundled Nedbank
will become a Malawian Shares on the
Nominee Participant in Distribution Date
respect of such (Monday, 8 November
Unbundled Nedbank 2021)
Shares
On the A beneficial entitlement to The Malawian Nominee
Malawian Register in the Unbundled Nedbank Register will be
Uncertificated Form Shares that is recorded credited with the
on the Malawian Nominee beneficial entitlements
Register and the holder to Unbundled Nedbank
will become a Malawian Shares on the
Nominee Participant in Distribution Date
respect of such (Monday, 8 November
Unbundled Nedbank 2021)
Shares
On the OMBN Nominee A beneficial entitlement to The Malawian Nominee
Register of beneficial the Unbundled Nedbank Register will be
entitlements Shares that is recorded credited with the
on the Malawian Nominee beneficial entitlements
Register and the holder to Unbundled Nedbank
will become a Malawian Shares on the
Nominee Participant in Distribution Date
respect of such (Monday, 8 November
2021)
Unbundled Nedbank
Shares
UNITED KINGDOM
On the UK Register in A beneficial entitlement to The SA Nominee
Certificated Form the Unbundled Nedbank Register will be
Shares that is recorded credited with the
on the SA Nominee beneficial entitlements
Register and the holder to Unbundled Nedbank
will become an Shares on the
SA Nominee Participant in Distribution Date
respect of such (Monday, 8 November
Unbundled Nedbank 2021)
Shares
As Old Mutual DIs in A beneficial entitlement to The SA Nominee
Uncertificated Form the Unbundled Nedbank Register will be
through CREST via the Shares that is recorded credited with the
UK Register on the SA Nominee beneficial entitlements
Register and the holder to Unbundled Nedbank
will become an Shares on the
SA Nominee Participant in Distribution Date
respect of such (Monday, 8 November
Unbundled Nedbank 2021)
Shares
ZIMBABWE
On the Zimbabwean A beneficial entitlement The Corpserve Nominee
Register in Certificated to Unbundled Nedbank Register will be credited
Form Shares that is recorded with the beneficial
on the Corpserve entitlements to
Nominee Register and Unbundled Nedbank
the holder will become a Shares on the
Corpserve Nominee Distribution Date
Participant in respect of (Monday, 8 November
such Unbundled 2021)
Nedbank Shares
On a Zimbabwean A beneficial entitlement The Corpserve Nominee
Nominee Register to Unbundled Nedbank Register will be credited
(maintained by either Shares that is recorded with the beneficial
the Corpserve Nominee on the Corpserve entitlements to
(i.e. Old Mutual Shares Nominee Register and Unbundled Nedbank
held in Uncertificated the holder will become a Shares on the
Form) or the OMZN Corpserve Nominee Distribution Date
Nominee) of beneficial Participant in respect of (Monday, 8 November
entitlements such Unbundled 2021)
Nedbank Shares
5.3. Explanation of settlement arrangements and trading in respect of the Unbundled Nedbank
Shares
5.3.1. Settlement arrangements and trading of Unbundled Nedbank Shares on the
Johannesburg Stock Exchange
5.3.1.1. Settlement arrangements for Unbundled Nedbank Shares in respect of
Old Mutual Shareholders who hold their Old Mutual Shares on the
SA Register in Uncertificated Form (that is, in the Strate System), where
such Unbundled Nedbank Shares will be traded on the Johannesburg
Stock Exchange
5.3.1.1.1. In the case of Old Mutual Shareholders who hold their Old Mutual
Shares on the SA Register in Uncertificated Form as at the Record
Time, the Unbundled Nedbank Shares to which they are entitled will
be Dematerialised and delivered to them in Uncertificated Form.
5.3.1.1.2. Old Mutual will procure that the SA Registrar is instructed to make
the appropriate arrangements to credit the applicable Old Mutual
Shareholders’ CSDP accounts (or that of their nominee, where
applicable) with the entitlement to the relevant Unbundled Nedbank
Shares with effect from the Distribution Date.
5.3.1.1.3. Settlement of transactions in Unbundled Nedbank Shares on the
Johannesburg Stock Exchange may only take place in
Uncertificated Form within the Strate System.
5.3.1.1.4. Old Mutual Shareholders whose Old Mutual Shares are held in
Uncertificated Form are required to maintain an account with a
CSDP or broker, and should instruct their CSDP or broker regarding
voting and other matters in respect of their Unbundled Nedbank
Shares in accordance with the mandate entered into between the
beneficial holder and their CSDP or broker. If Old Mutual
Shareholders wish to attend a Nedbank shareholders' meeting in
person, they will need to request a letter of representation from their
CSDP or broker or appointed nominee in accordance with the terms
of the mandate entered into between them and their CSDP, broker
or nominee. Old Mutual Shareholders can contact their CSDP,
broker or nominee for further information in this regard.
5.3.1.2. Settlement arrangements for Unbundled Nedbank Shares in respect of
Old Mutual Shareholders who hold their Old Mutual Shares on the
SA Register in Certificated Form, where such Unbundled Nedbank
Shares will be traded on the Johannesburg Stock Exchange
5.3.1.2.1. In the case of Old Mutual Shareholders who hold their Old Mutual
Shares on the SA Register in Certificated Form as at the Record
Time, the Unbundled Nedbank Shares to which they are entitled will
be delivered to them in Certificated Form.
5.3.1.2.2. Share certificates for the Unbundled Nedbank Shares are expected
to be despatched following the Distribution Date on Thursday,
11 November 2021. Pending the despatch of share certificates for
Unbundled Nedbank Shares, transfers of Unbundled Nedbank
Shares by Old Mutual Shareholders held in Certificated Form will be
certified against the Nedbank SA Register. Temporary documents of
title will not be issued in respect of the Unbundled Nedbank Shares.
5.3.1.2.3. Settlement of transactions in Unbundled Nedbank Shares on the
Johannesburg Stock Exchange may only take place in
Uncertificated Form within the Strate System. Accordingly, Old
Mutual Shareholders who hold their Unbundled Nedbank Shares in
Certificated Form and who wish to trade in such Unbundled
Nedbank Shares on the Johannesburg Stock Exchange will be
required to have their registered holding of Unbundled Nedbank
Shares Dematerialised such that they are held through a CSDP or
broker in Uncertificated Form.
5.3.1.3. Settlement arrangements for Unbundled Nedbank Shares in respect of
Old Mutual Shareholders who hold a beneficial entitlement to Old Mutual
Shares on the OMSAN Nominee Register, where such Unbundled
Nedbank Shares will be traded on the Johannesburg Stock Exchange
5.3.1.3.1. In the case of Old Mutual Shareholders whose Old Mutual Shares
are registered on the OMSAN Nominee Register in the name of the
OMSAN Nominee (who holds such Old Mutual Shares on behalf of
the Old Mutual Shareholders) as at the Record Time, the Unbundled
Nedbank Shares to which they are entitled will be able to be traded
and settled on the Johannesburg Stock Exchange through the
Strate System in Uncertificated Form.
5.3.1.3.2. In order to facilitate this arrangement, such Old Mutual Shareholders
will hold a beneficial entitlement to Unbundled Nedbank Shares on
the SA Nominee Register with the SA Nominee holding the relevant
Unbundled Nedbank Shares on their behalf on the Nedbank SA
Register. Such Old Mutual Shareholders will accordingly become
SA Nominee Participants with respect to the Unbundled Nedbank
Shares.
5.3.1.3.3. The SA Registrar and SA Nominee shall make the appropriate
arrangements to update the SA Nominee Register with the relevant
ultimate beneficial entitlement held by each of the SA Nominee
Participants to the relevant Unbundled Nedbank Shares with effect
from the Distribution Date.
5.3.1.3.4. The beneficial interest in such Unbundled Nedbank Shares will be
held on the Nedbank SA Register in the name of the SA Nominee,
in order for the Unbundled Nedbank Shares to be held in a form that
can be traded on the Johannesburg Stock Exchange through the
Strate System via the SA Nominee’s CSDP. The SA Nominee will
hold its interest in the relevant Unbundled Nedbank Shares on
behalf of the SA Nominee Participants. In order for the SA Nominee
Participants to be entitled to trade in respect of the Unbundled
Nedbank Shares to which they are beneficially entitled, each
SA Nominee Participant may be required to complete certain “know
your customer” checks that must be carried out by the SA Nominee
in order to satisfy certain legal and regulatory requirements before
these types of corporate actions can be completed for and on behalf
of the SA Nominee Participants. Once such checks are completed,
the transfer and settlement of such beneficial title to the Unbundled
Nedbank Shares can then be effected in the manner described
below. In addition, SA Nominee Participants who hold their ultimate
beneficial entitlement to the relevant Unbundled Nedbank Shares
under this arrangement and who are non-residents of South Africa
may also be eligible to claim a reduction in the applicable dividend
withholding tax rate payable on any dividends paid by Nedbank,
subject to the provisions of any double-taxation agreement between
South Africa and the country in which they are tax resident (if
applicable).
5.3.1.3.5. The transfer and settlement of such beneficial title to the Unbundled
Nedbank Shares can be effected by providing an instruction to trade
to the SA Nominee. The SA Nominee will arrange for the transfer
and settlement of such beneficial title through the Strate System via
its CSDP in accordance with the Strate System Rules. If an
SA Nominee Participant wishes to attend a Nedbank shareholders'
meeting in person, they will need to request a letter of representation
from the SA Nominee. Any dividends paid by Nedbank will be paid
by the SA Nominee into the nominated bank account of each
SA Nominee Participant. All such arrangements, amongst others,
will be facilitated by and performed in accordance with the terms of
the mandates to which the SA Nominee Participants and the
SA Nominee will be subject. Further detail in relation to the
operation of the SA Nominee is set out in paragraph 5.4.1 below.
5.3.1.4. Settlement arrangements for Unbundled Nedbank Shares in respect of
Old Mutual Shareholders who hold (i) Old Mutual Shares on a Branch
Register other than the Namibian Register (whether in Certificated or
Uncertificated Form, or through Old Mutual DIs) or (ii) a beneficial
entitlement to Old Mutual Shares on the OMBN Nominee Register or
either of the Zimbabwean Nominee Registers, where such Unbundled
Nedbank Shares will be traded on the Johannesburg Stock Exchange
5.3.1.4.1. In the case of the Old Mutual Shareholders referred to in
paragraph 5.3.1.4.2 below, the Unbundled Nedbank Shares to
which they are entitled will only be able to be traded and settled on
the Johannesburg Stock Exchange through the Strate System in
Uncertificated Form.
5.3.1.4.2. The Unbundled Nedbank Shares to which the following Old Mutual
Shareholders are entitled will be delivered to them in the following
manner:
5.3.1.4.2.1. as regards Old Mutual Shareholders (i) who hold their
Old Mutual Shares on the Malawian Register (whether
in Certificated or Uncertificated Form) or (ii) whose Old
Mutual Shares are registered on the OMBN Nominee
Register in the name of the OMBN Nominee (who holds
the relevant Old Mutual Shares on behalf of such Old
Mutual Shareholders), in each case as at the Record
Time, such Old Mutual Shareholders will receive a
beneficial entitlement to Unbundled Nedbank Shares
on the Malawian Nominee Register with the
Malawian Nominee holding the relevant Unbundled
Nedbank Shares on their behalf. Such Old Mutual
Shareholders will accordingly become Malawian
Nominee Participants;
5.3.1.4.2.2. as regards (i) Old Mutual DIs or (ii) Old Mutual
Shareholders who hold Old Mutual Shares in
Certificated Form on the UK Register, in each case as
at the Record Time, such Old Mutual Shareholders will
receive a beneficial entitlement to Unbundled Nedbank
Shares which is recorded on the SA Nominee Register
with the SA Nominee holding the relevant Unbundled
Nedbank Shares on their behalf. Such Old Mutual
Shareholders will accordingly become SA Nominee
Participants with respect to the Unbundled Nedbank
Shares; and
5.3.1.4.2.3. as regards Old Mutual Shareholders (i) who hold their
Old Mutual Shares on the Zimbabwean Register
(whether in Certificated or Uncertificated Form) or
(ii) whose Old Mutual Shares are registered on a
Zimbabwean Nominee Register in the name of either of
the Zimbabwean Nominees (who holds the relevant Old
Mutual Shares on behalf of such Old Mutual
Shareholders), in each case as at the Record Time,
such Old Mutual Shareholders will receive a beneficial
entitlement to Unbundled Nedbank Shares on the
Corpserve Nominee Register with the Corpserve
Nominee holding the relevant Unbundled Nedbank
Shares on their behalf. Such Old Mutual Shareholders
will accordingly become Corpserve Nominee
Participants.
5.3.1.4.3. Old Mutual will procure that the Malawian Nominee, the
SA Nominee or the Corpserve Nominee (as applicable) are
instructed to make the appropriate arrangements to update each of
the Malawian Nominee Register, the SA Nominee Register or the
Corpserve Nominee Register (as applicable) with the relevant
ultimate beneficial entitlement held by each of the Malawian
Nominee Participants, the SA Nominee Participants and the
Corpserve Nominee Participants (as applicable) to the relevant
Unbundled Nedbank Shares with effect from the Distribution Date.
5.3.1.4.4. In each case, the beneficial interest in Unbundled Nedbank Shares
will be held on the Nedbank SA Register in the name of the
SA Nominee, in order for the Unbundled Nedbank Shares to be held
in a form that can be traded on the Johannesburg Stock Exchange
through the Strate System via the SA Nominee’s CSDP. The
SA Nominee will hold its interest in the relevant Unbundled Nedbank
Shares on behalf of each of the Malawian Nominee, SA Nominee
Participants referred to in paragraph 5.3.1.4.2.2 and the Corpserve
Nominee (as applicable), and the SA Nominee will record that the
beneficial entitlement to such Unbundled Nedbank Shares is held
by the Malawian Nominee, the SA Nominee Participants referred to
in paragraph 5.3.1.4.2.2 or the Corpserve Nominee (as applicable).
The Malawian Nominee and the Corpserve Nominee will, in turn,
each record in the Malawian Nominee Register and the Corpserve
Nominee Register (as applicable) that the ultimate beneficial
entitlements to such Unbundled Nedbank Shares is held by the
Malawian Nominee Participants or the Corpserve Nominee
Participants (as applicable).
5.3.1.4.5. In order for Malawian Nominee Participants and the SA Nominee
Participants to be entitled to trade in respect of the Unbundled
Nedbank Shares to which they are beneficially entitled, each
Malawian Nominee Participant and SA Nominee Participant may be
required to complete certain “know your customer” checks that must
be carried out by the Malawian Nominee (or provide their consent
to the transfer of their existing “know your customer” information
held by the OMBN Nominee) or the SA Nominee (as applicable), in
order to satisfy certain legal and regulatory requirements before
these types of corporate actions can be completed by the Malawian
Nominee for and on behalf of the Malawian Nominee Participants or
by the SA Nominee for and on behalf of the SA Nominee
Participants. Once such checks are completed or the relevant
information transferred, the transfer and settlement of such
beneficial title to the Unbundled Nedbank Shares can then be
effected in the manner described below.
5.3.1.4.6. Subject to the checks described in paragraph 5.3.1.4.5 being
completed, the transfer and settlement of such beneficial title to the
Unbundled Nedbank Shares can be effected by providing an
instruction to trade to the Malawian Nominee, the SA Nominee or
the Corpserve Nominee (as applicable). The Malawian Nominee,
the SA Nominee or the Corpserve Nominee (as applicable) will
arrange for the transfer and settlement of such beneficial title
through the Strate System via the SA Nominee and its CSDP, in
accordance with the Strate System Rules. Transfers of beneficial
title to the Unbundled Nedbank Shares through the Strate System
will be settled in ZAR, with such proceeds being converted to the
relevant local currency at the spot exchange rate on the day of
payment. If a Malawian Nominee Participant, an SA Nominee
Participant or a Corpserve Nominee Participant wishes to attend a
Nedbank shareholders' meeting in person, they will need to request
a letter of representation form from the Malawian Nominee, the
SA Nominee or the Corpserve Nominee (as applicable). Any
dividends paid by Nedbank will be paid by the Malawian Nominee,
the SA Nominee or the Corpserve Nominee (as applicable) into the
nominated bank account of each Malawian Nominee Participant,
SA Nominee Participant or Corpserve Nominee Participant. Such
dividends will be paid by Nedbank in ZAR but will thereupon be
converted to the relevant local currency at the spot exchange rate
on the day of payment. All such arrangements, amongst others, will
be facilitated by and performed in accordance with the terms of the
mandates to which (i) Malawian Nominee Participants and the
Malawian Nominee, (ii) the SA Nominee Participants and the
SA Nominee and (iii) the Corpserve Nominee Participants and the
Corpserve Nominee, will be subject. Further detail in relation to the
operation of the Malawian Nominee, the SA Nominee or the
Corpserve Nominee is set out in paragraphs 5.4.2, 5.4.1 and 5.4.3
below.
5.3.1.4.7. Investment income arising from the Unbundled Nedbank Shares
held directly or indirectly by any Zimbabwean resident, and the
disposal of any such Unbundled Nedbank Shares, may be subject
to applicable exchange control restrictions.
5.3.2. Settlement arrangements and trading of Unbundled Nedbank Shares on the
Namibian Stock Exchange or the Johannesburg Stock Exchange
5.3.2.1. Settlement arrangements for Unbundled Nedbank Shares in respect of
Old Mutual Shareholders who hold their Old Mutual Shares on the
Namibian Register in Certificated Form, where such Unbundled Nedbank
Shares will be traded on the Namibian Stock Exchange or the
Johannesburg Stock Exchange
5.3.2.1.1. In the case of Old Mutual Shareholders who hold their Old Mutual
Shares on the Namibian Register in Certificated Form as at the
Record Time, the Unbundled Nedbank Shares to which they are
entitled will be delivered to them in Certificated Form.
5.3.2.1.2. Written holding confirmations in respect of the Unbundled Nedbank
Shares are expected to be despatched following the Distribution
Date on Thursday, 11 November 2021. Pending the despatch of
such holding confirmations for Unbundled Nedbank Shares,
transfers of Unbundled Nedbank Shares by such Old Mutual
Shareholders whose Unbundled Nedbank Shares are held in
Certificated Form will be certified against the Nedbank Namibian
Register. Temporary documents of title will not be issued in respect
of the Unbundled Nedbank Shares.
5.3.2.1.3. The Unbundled Nedbank Shares so held by Namibian Shareholders
can be traded and settled on the Namibian Stock Exchange in
Certificated Form as well as on the Johannesburg Stock Exchange
through the Strate System in Uncertificated Form only.
5.3.2.1.4. Settlement of transactions in Unbundled Nedbank Shares on the
Johannesburg Stock Exchange may only take place in
Uncertificated Form within the Strate System. Accordingly, Old
Mutual Shareholders who hold their Unbundled Nedbank Shares in
Certificated Form on the Nedbank Namibian Register and who wish
to trade in such Unbundled Nedbank Shares on the Johannesburg
Stock Exchange will be required to have their registered holding of
Unbundled Nedbank Shares Dematerialised such that they are held
through a CSDP or broker in Uncertificated Form.
5.3.2.2. Settlement arrangements for Unbundled Nedbank Shares in respect of
Old Mutual Shareholders who hold a beneficial entitlement to Old Mutual
Shares on the OMNAN Nominee Register, where such Unbundled
Nedbank Shares will be traded on the Namibian Stock Exchange or the
Johannesburg Stock Exchange
5.3.2.2.1. In the case of Old Mutual Shareholders whose Old Mutual Shares
are registered on the OMNAN Nominee Register in the name of the
OMNAN Nominee (who holds the relevant Old Mutual Shares on
behalf of such Old Mutual Shareholders) as at the Record Time, the
Unbundled Nedbank Shares to which they are entitled will be able
to be traded and settled on the Johannesburg Stock Exchange
through the Strate System in Uncertificated Form.
5.3.2.2.2. In order to facilitate this arrangement, such Old Mutual Shareholders
will hold a beneficial entitlement to Unbundled Nedbank Shares on
the SA Nominee Register with the SA Nominee holding the relevant
Unbundled Nedbank Shares on their behalf on the Nedbank SA
Register. Such Old Mutual Shareholders will accordingly become
SA Nominee Participants with respect to the Unbundled Nedbank
Shares.
5.3.2.2.3. The SA Nominee shall make the appropriate arrangements to
update the SA Nominee Register with the relevant ultimate
beneficial entitlement held by each of the SA Nominee Participants
to the relevant Unbundled Nedbank Shares with effect from the
Distribution Date.
5.3.2.2.4. The beneficial interest in such Unbundled Nedbank Shares will be
held on the Nedbank SA Register in the name of the SA Nominee,
in order for the Unbundled Nedbank Shares to be held in a form that
can be traded on the Johannesburg Stock Exchange through the
Strate System via the SA Nominee’s CSDP. The SA Nominee will
hold its interest in the relevant Unbundled Nedbank Shares on
behalf of the SA Nominee Participants. In order for the SA Nominee
Participants to be entitled to trade in respect of the Unbundled
Nedbank Shares to which they are beneficially entitled, each SA
Nominee Participant may be required to complete certain “know
your customer” checks that must be carried out by the SA Nominee
in order to satisfy certain legal and regulatory requirements before
these types of corporate actions can be completed for and on behalf
of the SA Nominee Participants. Once such checks are completed,
the transfer and settlement of such beneficial title to the Unbundled
Nedbank Shares can then be effected in the manner described
below.
5.3.2.2.5. The transfer and settlement of such beneficial title to the Unbundled
Nedbank Shares can be effected by providing an instruction to trade
to the SA Nominee. The SA Nominee will arrange for the transfer
and settlement of such beneficial title on the Johannesburg Stock
Exchange through the Strate System via its CSDP in accordance
with the Strate System Rules. If an SA Nominee Participant wishes
to attend a Nedbank shareholders' meeting in person, they will need
to request a letter of representation from the SA Nominee. Any
dividends paid by Nedbank will be paid by the SA Nominee into the
nominated bank account of each SA Nominee Participant. All such
arrangements, amongst others, will be facilitated by and performed
in accordance with the terms of the mandates to which the SA
Nominee Participants and the SA Nominee will be subject. Further
detail in relation to the operation of the SA Nominee is set out in
paragraph 5.4.1 below
5.3.3. Old Mutual reserves the right to distribute Unbundled Nedbank Shares to any or all Old
Mutual Shareholders who hold Old Mutual Shares in Uncertificated Form as at the
Record Time in Certificated Form and vice versa if, for reasons outside its reasonable
control, it is not able to effect settlement as anticipated.
5.4. Explanation of the various Nominee Terms and Conditions
5.4.1. Explanation of the principal SA Nominee Terms and Conditions
5.4.1.1. The SA Nominee will hold the Unbundled Nedbank Shares for SA Nominee
Participants subject to the SA Nominee Terms and Conditions. SA Nominee
Participants are the beneficial owners of the Unbundled Nedbank Shares and
may give instructions to transfer the relevant Unbundled Nedbank Shares.
5.4.1.2. By participating in the SA Nominee, each SA Nominee Participant warrants
that the Unbundled Nedbank Shares to which such beneficial title relates will
be, and will remain, free from any encumbrance.
5.4.1.3. The SA Nominee is appointed as agent, representative, custodian and
administrator for the relevant SA Nominee Participants in relation to the
relevant Unbundled Nedbank Shares and is authorised to settle transactions
in relation to Unbundled Nedbank Shares in accordance with the relevant
SA Nominee Participants’ instructions. SA Nominee Participants are required
to indemnify and hold the SA Nominee harmless against all liability, costs or
expenses incurred by the SA Nominee’s agents in connection with the due and
proper performance by the SA Nominee of all of its obligations under the
SA Nominee Terms and Conditions. The SA Nominee will be liable for direct
damages incurred by SA Nominee Participants by reason of the SA Nominee’s
own wilful default or gross negligence and (except in the case of fraud) will not
be liable for indirect, special or consequential loss or damage. It is the
responsibility of the SA Nominee Participants to keep abreast with the Strate
System Rules. In the event of any conflict between the SA Nominee Terms
and Conditions and applicable laws, the applicable laws shall prevail.
5.4.1.4. The SA Nominee will open and maintain securities accounts in the name of
the SA Nominee Participants to record the number of Unbundled
Nedbank Shares to which they are beneficially entitled and to record all
transactions and entries made with respect to the Unbundled
Nedbank Shares.
5.4.1.5. The SA Nominee will, to the extent it is so able, notify SA Nominee Participants
electronically of all corporate events in relation to the Unbundled
Nedbank Shares, other than where the relevant details have been included in
other corporate documentation that has or will be sent directly to SA Nominee
Participants by Nedbank. Dividend information will be published in local
newspapers in accordance with standard market practice and the SA Nominee
will send a payment advice or statement once the payment or corporate action
has been processed.
5.4.1.6. Instructions given by an SA Nominee Participant to the SA Nominee must be
sent in writing to the address or to the email as stated in the SA Nominee
Terms and Conditions. SA Nominee Participants accept the risk of loss or
damage arising, directly or indirectly, as a result of any failure in, misuse of, or
any fraud or misrepresentation due to the SA Nominee Participants’ own
failure to give a valid instruction in accordance with the SA Nominee Terms
and Conditions. The SA Nominee incurs no liability for acting on any
instruction, direction or other communication on which the SA Nominee is
authorised under the SA Nominee Terms and Conditions or for any delay in
delivery of non-delivery or error in transmission.
5.4.1.7. The SA Nominee will only vote on behalf of SA Nominee Participants in
relation to their Unbundled Nedbank Shares if voting instructions are received
by the SA Nominee from the SA Nominee Participant by the required date and
time.
5.4.1.8. SA Nominee Participants are required to pay fees and charges as published
by the SA Nominee from time to time and notified to SA Nominee Participants
and/or indicated on the SA Nominee’s website. These charges may be varied
upon 30 days’ written notice.
5.4.1.9. SA Nominee Participants are required to be verified and the SA Nominee will
not be liable for any delays that might be caused as a result of the verification
process. SA Nominee Participants are required to indemnify and agree to hold
the SA Nominee harmless against all liability, cost, expense or damage
incurred by the SA Nominee or its agents arising as a consequence of the
SA Nominees having acted on any forged, fabricated, inaccurate, invalid or
unauthorised documentation except as a result of the SA Nominee’s own
failure to comply with its verification obligations.
5.4.1.10. SA Nominee Participants may terminate their participation in the SA Nominee
facility by giving the SA Nominee at least 30 days’ written notice. The
SA Nominee will advise the relevant SA Nominee Participant within three
business days of the termination of its participation in the SA Nominee facility.
The SA Nominee may also terminate an SA Nominee Participant’s
participation in the SA Nominee facility by giving at least 30 days’ written notice
to the relevant SA Nominee Participant.
5.4.1.11. Any addition to, variation or cancellation of the SA Nominee Terms and
Conditions must be communicated to SA Nominee Participants in writing.
5.4.1.12. The SA Nominee Terms and Conditions are governed by the laws of South
Africa.
5.4.1.13. The SA Nominee Terms and Conditions are available on Nedbank’s website
at www.nedbankgroup.co.za.
5.4.2. Explanation of the principal Malawian Nominee Terms and Conditions
5.4.2.1. The Malawian Nominee will hold the Unbundled Nedbank Shares for Malawian
Nominee Participants pursuant to the Malawian Nominee Terms and
Conditions. Under the Malawian Nominee Terms and Conditions, the
Malawian Nominee Participants are the beneficial owners of the Unbundled
Nedbank Shares and may give instructions to the Malawian Nominee to
transfer the relevant Unbundled Nedbank Shares.
5.4.2.2. By participating in the Malawian Nominee facility, each Malawian Nominee
Participant warrants that the Unbundled Nedbank Shares to which such
beneficial title relates will be, and will remain, free from any encumbrance.
5.4.2.3. The Malawian Nominee is appointed as agent, representative, custodian and
administrator for the relevant Malawian Nominee Participants in relation to the
relevant Unbundled Nedbank Shares and is authorised to settle transactions
in relation to such Unbundled Nedbank Shares in accordance with the relevant
Malawian Nominee Participants’ instructions. Malawian Nominee Participants
are required to indemnify and hold the Malawian Nominee harmless against
all liability, costs or expenses incurred by the Malawian Nominee and its agents
in connection with the due and proper performance by the Malawian Nominee
of all of its obligations under the Malawian Nominee Terms and Conditions.
The Malawian Nominee will be liable for direct damages incurred by Malawian
Nominee Participants by reason of the Malawian Nominee’s own wilful default
or gross negligence and (except in the case of fraud) will not be liable for
indirect, special or consequential loss or damages.
5.4.2.4. The Malawian Nominee will open and maintain share accounts in the name of
the Malawian Nominee Participant to record the number or nominal value of
the relevant Unbundled Nedbank Shares to which they are beneficially entitled
and to record all transactions and entries made with respect to the Unbundled
Nedbank Shares.
5.4.2.5. The Malawian Nominee will notify Malawian Nominee Participants
electronically of all corporate events in relation to the Unbundled Nedbank
Shares, other than where the relevant details have been included in other
corporate documentation that has or will be sent directly to Malawian Nominee
Participants by Nedbank.
5.4.2.6. Instructions given by a Malawian Nominee Participant to the Malawian
Nominee must be sent in writing to the address or to the email as stated in the
Malawian Nominee Terms and Conditions. Malawian Nominee Participants
accept the risk of loss or damage arising, directly or indirectly, as a result of
any failure in, misuse of, or any fraud or misrepresentation due to the Malawian
Nominee Participants’ own failure to give a valid instruction in accordance with
the Malawian Nominee Terms and Conditions. The Malawian Nominee will not
incur any liability for acting on any instruction, direction or other communication
on which the Malawian Nominee is authorised to rely under the Malawian
Nominee Terms and Conditions.
5.4.2.7. The Malawian Nominee will only vote on behalf of Malawian Nominee
Participants in relation to their Unbundled Nedbank Shares if voting
instructions are received by the Malawian Nominee from a Malawian Nominee
Participant by the required date and time.
5.4.2.8. Malawian Nominee Participants are required to pay fees and charges as
published by the Malawian Nominee from time to time and notified to Malawian
Nominee Participants and/or indicated on the Malawian Nominee’s website.
These charges may be varied upon 30 days’ written notice.
5.4.2.9. Malawian Nominee Participants are required to be verified and the Malawian
Nominee will not be liable for any delays that might be caused as a result of
the verification process. Malawian Nominee Participants are required to
indemnify and agree to hold the Malawian Nominee harmless against all
liability, costs, expense or damage incurred by the Malawian Nominee or its
agents arising as a consequence of the Malawian Nominee having acted on
any forged, fabricated, inaccurate, invalid or unauthorised documentation,
except as a result of the Malawian Nominee’s own failure to comply with its
verification obligations. A Malawian Nominee Participant is solely responsible
to, and agrees to submit, a written dividend tax declaration if applicable, and
to forthwith inform the withholding agent in writing should the circumstances
of the Malawian Nominee Participant change.
5.4.2.10. Any addition to, variation or cancellation of the Malawian Nominee Terms and
Conditions must be communicated to Malawian Nominee Participants in
writing.
5.4.2.11. The Malawian Nominee Terms and Conditions are governed by Malawian law.
5.4.2.12. The Malawian Nominee Terms and Conditions are available on Nedbank’s
website at www.nedbankgroup.co.za.
5.4.3. Explanation of the principal Corpserve Nominee Terms and Conditions
5.4.3.1. The Corpserve Nominee will hold the Unbundled Nedbank Shares for
Corpserve Nominee Participants pursuant to the Corpserve Nominee Terms
and Conditions. Under the Corpserve Nominee Terms and Conditions, the
Corpserve Nominee Participants are the beneficial owners of the relevant
Unbundled Nedbank Shares and may give instructions to transfer the relevant
Unbundled Nedbank Shares.
5.4.3.2. By participating in the Corpserve Nominee facility, each Corpserve Nominee
Participant warrants that the Unbundled Nedbank Shares to which such
beneficial title relates will be, and will remain, free from any encumbrance.
5.4.3.3. The Corpserve Nominee is appointed as agent, representative, custodian and
administrator for the relevant Corpserve Nominee Participants in relation to
the relevant Unbundled Nedbank Shares and is authorised to settle
transactions in relation to Unbundled Nedbank Shares in accordance with the
relevant Corpserve Nominee Participants’ instructions. Corpserve Nominee
Participants are required to indemnify and hold the Corpserve Nominee
harmless against all liability, costs or expenses incurred by the Corpserve
Nominee and its agents in connection with the due and proper performance
by the Corpserve Nominee of all of its obligations under the Corpserve
Nominee Terms and Conditions. The Corpserve Nominee will be liable for
direct damages incurred by Corpserve Nominee Participants by reason of the
Corpserve Nominee’s own wilful default or gross negligence and (except in the
case of fraud) will not be liable for indirect, special or consequential loss or
damages.
5.4.3.4. The Corpserve Nominee will open and maintain share accounts in the name
of the Corpserve Nominee Participant to record the number or nominal value
of Unbundled Nedbank Shares to which they are beneficially entitled and to
record all transactions and entries made with respect to the Unbundled
Nedbank Shares.
5.4.3.5. The Corpserve Nominee will notify Corpserve Nominee Participants
electronically of all corporate events in relation to the Unbundled Nedbank
Shares, other than where the relevant details have been included in other
corporate documentation that has or will be sent directly to Corpserve
Nominee Participants by Nedbank. Instructions given by a Corpserve Nominee
Participant to the Corpserve Nominee must be sent in writing to the address
or to the email as stated in the Corpserve Nominee Terms and Conditions.
Corpserve Nominee Participants accept the risk of loss or damage arising,
directly or indirectly, as a result of any failure in, misuse of, or any fraud or
misrepresentation due to the Corpserve Nominee Participants’ own failure to
give a valid instruction in accordance with the Corpserve Nominee Terms and
Conditions. The Corpserve Nominee incurs no liability for acting on any
instruction, direction or other communication on which the Corpserve Nominee
is authorised to rely under the Corpserve Nominee Terms and Conditions.
5.4.3.6. The Corpserve Nominee will only vote on behalf of Corpserve Nominee
Participants in relation to their Unbundled Nedbank Shares if voting
instructions are received by the Corpserve Nominee from a Corpserve
Nominee Participant by the required date and time.
5.4.3.7. Corpserve Nominee Participants are required to pay fees and charges as
published by the Corpserve Nominee from time to time and notified to
Corpserve Nominee Participants and/or indicated on the Corpserve Nominee’s
website. These charges may be varied upon 30 days’ written notice.
5.4.3.8. Corpserve Nominee Participants are required to be verified and the Corpserve
Nominee will not be liable for any delays that might be caused as a result of
the verification process. Corpserve Nominee Participants are required to
indemnify and agree to hold the Corpserve Nominee harmless against all
liability, costs, expense or damage incurred by the Corpserve Nominee or its
agents arising as a consequence of the Corpserve Nominee having acted on
any forged, fabricated, inaccurate, invalid or unauthorised documentation,
except as a result of the Corpserve Nominee’s own failure to comply with its
verification obligations. A Corpserve Nominee Participant is solely responsible
to, and agrees to submit, a written dividend tax declaration if applicable, and
to forthwith inform the withholding agent in writing should the circumstances
of the Corpserve Nominee Participant change.
5.4.3.9. Any addition to, variation or cancellation of the Corpserve Nominee Terms and
Conditions must be communicated to Corpserve Nominee Participants in
writing.
5.4.3.10. The Corpserve Nominee Terms and Conditions are governed by Zimbabwean
law.
5.4.3.11. The Corpserve Nominee Terms and Conditions are available on Nedbank’s
website at www.nedbankgroup.co.za.
5.5. Nominee arrangements put in place by Old Mutual Shareholders
Where Old Mutual Shareholders hold their Old Mutual Shares through a nominee, custody or
trust arrangement (other than through the OMBN Nominee, the OMSAN Nominee, the OMNAN
Nominee or a Zimbabwean Nominee) such that the nominee, custodian or trustee is the
registered holder of the Old Mutual Shares on the relevant Register as at the Record Time, it is
the responsibility of such Old Mutual Shareholders holding their Old Mutual Shares in this manner
to confirm whether their nominee, custodian or trustee is eligible to receive Unbundled Nedbank
Shares on their behalf, vote at general meetings of Nedbank and receive payments by Nedbank
(among other things), pursuant to the arrangements described above. Old Mutual Shareholders
holding their Old Mutual Shares through a nominee, custodian or trust arrangement should
contact their nominee, custodian or trustee for further information in this regard.
6. TAXATION
The following summary describes certain tax consequences in connection with the Unbundling in South
Africa, Malawi, Namibia, the United Kingdom and Zimbabwe only. This summary is based on the tax
law and practice in force in the relevant jurisdiction as at the Last Practicable Date only, which are subject
to change occasioned by future legislative amendments and court decisions, including changes that
could have a retrospective effect. In the case of persons who are non-residents of South Africa for
income tax purposes, this summary should be read in conjunction with the provisions of any applicable
double tax agreement between South Africa and their country of residence.
This summary is general and non-exhaustive commentary to certain tax consequences of the
Unbundling and is intended to be used only as a general guide and does not constitute legal or tax
advice. It is recommended that to obtain certainty on your tax position, you should consult an
independent professional adviser immediately.
6.1. South African Taxation
6.1.1. This section 6.1 summarises the South African income tax treatment for an Old Mutual
Shareholder that is a South African resident company, a non-South African resident
company with a permanent establishment in South Africa or a South African resident retail
shareholder that holds Old Mutual Shares as capital assets or as trading stock. For the
purposes of this section 6.1, the term Old Mutual Shareholder must be construed
accordingly.
6.1.2. The Old Mutual Board has specifically resolved to distribute the Unbundled Nedbank
Shares as a return of capital (paid out of "contributed tax capital" ("CTC”). The distribution
of the Unbundled Nedbank Shares on the Unbundling does not qualify as an “unbundling
transaction” for purposes of section 46(1) of the South African Income Tax Act, 58 of 1962
(as amended) ("Income Tax Act") and should be treated as a taxable event for Old Mutual
Shareholders who are resident in South Africa. Consequently, the receipt of the Unbundled
Nedbank Shares by South African tax resident Old Mutual Shareholders (including the
Cash Proceeds) should constitute a “return of capital” for South African tax purposes only.
Dividends tax should therefore not apply. The receipt of the Unbundled Nedbank Shares
by Old Mutual Shareholders who are non-resident of South Africa should also be treated
as a "return of capital" under general South African tax principles.
6.1.3. Old Mutual Shareholders who hold the Old Mutual Shares on capital account would be
required to reduce the base cost of their Old Mutual Shares by the market value of the
Nedbank Shares received at the date of distribution. Where the return of capital exceeds
the base cost of the Old Mutual Shares held by the Old Mutual Shareholder the excess
must be treated as a capital gain by the Old Mutual Shareholder.
6.1.4. Old Mutual Shareholders holding their Old Mutual Shares as capital assets should be
deemed to have acquired a proportional number of Unbundled Nedbank Shares as capital
assets. The base cost of the Unbundled Nedbank Shares would be equal to the market
value of the Unbundled Nedbank Shares received at the date of distribution.
6.1.5. As an illustrative example, assume that an Old Mutual Shareholder currently holds 100 Old
Mutual Shares as a capital asset and receives 1.31954 Unbundled Nedbank Shares
pursuant to the Unbundling. The Old Mutual Shareholder's expenditure base cost for his
100 Old Mutual Shares is assumed to be R1,000.00. The market value of the Unbundled
Nedbank Shares post the Unbundling is assumed to be R175 per share. The base cost of
the 1.31954 Unbundled Nedbank Shares received would be R230.92 (1.31952 shares
multiplied by R175 per share). The base cost of the 100 Old Mutual shares would be
reduced to R769.08 (being original base cost R1000 less return of capital R230.92).
6.1.6. In instances where Old Mutual Shareholders hold their Old Mutual Shares as trading stock,
the market value of the Unbundled Nedbank Shares received at the date of distribution
would fall to be included in gross income of the Old Mutual Shareholder. The cost of the
Unbundled Nedbank Shares would be equal to the market value of the Unbundled
Nedbank Shares received at the date of distribution.
6.1.7. Securities Transfer Tax (at 0.25%) should be payable by the Old Mutual Shareholders on
registration of transfer based on the market value of the Unbundled Nedbank Shares.
6.1.8. Note, however, that for purposes of Old Mutual Shareholders who are non-residents of
South Africa, where the Unbundled Nedbank Shares are transferred through the agency
of or from a member (i.e. a Johannesburg Stock Exchange stockbroker) or when the
transfer of the Unbundled Nedbank Shares listed on the Johannesburg Stock Exchange is
effected by a participant (i.e. a person that holds in custody and administers a listed share),
the member or participant should be liable for the securities transfer tax. That member or
participant may, however, recover the securities transfer tax payable from the Old Mutual
Shareholders who are not resident in South Africa in respect of whose Unbundled Nedbank
Shares the security transfer tax is payable.
6.1.9. For the purposes of the calculation of the securities transfer tax, the taxable amount shall
be the following:
6.1.9.1. where shares listed on the Johannesburg Stock Exchange are transferred
through the agency of or from a member (i.e. a Johannesburg Stock
Exchange stockbroker), the securities transfer tax must be calculated on the
purchase consideration; or
6.1.9.2. where the transfer of shares listed on the Johannesburg Stock Exchange is
effected by a participant, the securities transfer tax must be calculated with
reference to the declared consideration. If no consideration is declared or if
the declared consideration is less than the lowest Johannesburg Stock
Exchange traded price on the date of the transaction, the securities transfer
tax must be calculated with reference to the closing price on that date.
6.2. Malawian Taxation
This section 6.2 summarises the Malawian income tax treatment for an Old Mutual Shareholder
that is a Malawian resident company or a non-Malawian resident company with a Malawian
permanent establishment that holds its Old Mutual Shares as capital assets and not as trading
stock.
6.2.1. Whilst the Unbundled Nedbank Shares distributed represent a return of Old Mutual’s CTC,
as there is no reduction of share capital in the books of Old Mutual, the distribution of the
Unbundled Nedbank Shares will be regarded as a dividend in Malawi.
6.2.2. There is some uncertainty as to whether a dividend distributed by a South African company
which is listed on the Malawi Stock Exchange could be said to be from a source in Malawi.
In our view, such a distribution would likely be deemed to be a locally sourced dividend,
subject to Malawian dividend withholding tax at a rate of 10%.
6.3. Namibian Taxation
This section 6.3 summarises the Namibian income tax treatment for an Old Mutual Shareholder
that is a Namibian resident company or a non-Namibian resident company with a Namibian
permanent establishment and that holds its Old Mutual Shares as capital assets, not as trading
stock (for purposes of this section 6.3 only, a "Namibian Shareholder").
6.3.1. The Unbundling should, for Namibian income tax purposes, be treated as an in specie
distribution of Unbundled Nedbank Shares by Old Mutual. Such distribution should not
be taxable in the hands of the Namibian Shareholders.
No Namibian stamp duty is payable by Namibian tax-resident Old Mutual Shareholders
in respect of their receipt of Unbundled Nedbank Shares.
6.4. United Kingdom Taxation
6.4.1. Save where expressly indicated, the comments below apply only to Old Mutual
Shareholders resident and, in the case of an individual, domiciled or deemed domiciled
for tax purposes in the United Kingdom and to whom "split year" treatment does not
apply, who hold Old Mutual Shares as an investment and who are the absolute beneficial
owners thereof. Certain categories of Old Mutual Shareholders, including those carrying
on certain financial activities, those subject to specific tax regimes or benefiting from
certain reliefs or exemptions, those connected with Old Mutual or the Group and those
for whom the Old Mutual Shares are employment-related securities may be subject to
special rules and this summary does not apply to such Old Mutual Shareholders.
6.4.2. The receipt of Unbundled Nedbank Shares and any Cash Proceeds pursuant to the
Unbundling will be a taxable event for Old Mutual Shareholders who are resident in the
United Kingdom for United Kingdom tax purposes. There is some technical uncertainty
on whether the Unbundling will be treated as income or as a capital distribution (part
disposal) for United Kingdom tax purposes.
6.4.3. In 2018, the Old Mutual Board resolved to implement the Unbundling by way of a
distribution in specie of Nedbank Shares out of Old Mutual’s CTC (as such term is
construed under the South African Income Tax Act, No. 58 of 1962). At that time, as there
was some technical uncertainty, Old Mutual requested HMRC's views on whether the
Unbundling will be treated as income or as a capital distribution (part disposal) for United
Kingdom tax purposes.
6.4.4. HMRC indicated that the 2018 Unbundling should constitute a capital distribution (part
disposal) for United Kingdom tax purposes. Old Mutual Shareholders are recommended
to consult with their own professional advisers to consider the implications for them in
light of their own circumstances.
6.4.5. It is reasonable to expect that HMRC should accept a treatment consistent with that
indicated in 2018. On the basis of the indication received from HMRC at that time, the
distribution of the Nedbank Share out of the CTC of Old Mutual should be treated as a
capital distribution.
6.4.6. Accordingly, Old Mutual Shareholders who are resident in the United Kingdom should be
treated as making a part disposal of their Old Mutual Shares which may, depending on
the Old Mutual Shareholder’s individual circumstances (including the availability of
exemptions, reliefs or allowable losses), give rise to a liability to United Kingdom capital
gains tax or corporation tax on chargeable gains (as applicable).
6.4.7. In calculating the chargeable gain (or allowable loss) on the part disposal, a proportion
of the Old Mutual Shareholder’s allowable cost in the Old Mutual Shares would be taken
into account, equal to the proportion which the value of the capital distribution represents
to the aggregate of (i) the market value of the Old Mutual Shareholder’s Old Mutual
Shares immediately after the Unbundling plus (ii) the value of the capital distribution, in
other words, the following fraction:
Market value of Unbundled Nedbank Shares received
-----------------------------------------------------------------------------------------------
Market value of Unbundled Nedbank Shares received + Market value of Old Mutual
Shares immediately after the Unbundling.
6.4.8. This fraction of the Old Mutual Shareholder’s allowable cost in the Old Mutual Shares
should be set against the market value of the Unbundled Nedbank Shares received, to
arrive at the capital gain or chargeable gain on receipt of the Unbundled Nedbank
Shares.
6.4.9. However, if the value of the capital distribution is small in comparison with the value of
the Old Mutual Shareholder’s Old Mutual Shares, the Old Mutual Shareholder should not
be treated as making a part disposal and, instead, an amount equal to the value of the
capital distribution would be deducted from the Old Mutual Shareholder’s base cost in
the Old Mutual Shares. Under current HMRC practice, where the value of the capital
distribution received by a shareholder is £3,000 or less, such value will generally be
treated as small for these purposes.
6.4.10. The initial base cost of Unbundled Nedbank Shares received should be equal to their
market value of at the time of their acquisition.
6.4.11. No United Kingdom stamp duty or stamp duty reserve tax should be payable by Old
Mutual Shareholders in respect of their receipt of Unbundled Nedbank Shares pursuant
to the Unbundling.
6.5. Zimbabwean Taxation
This section 6.5 summarises the Zimbabwean income tax treatment for an Old Mutual
Shareholder that is a Zimbabwean resident company or a non-Zimbabwe resident company with
a permanent establishment in Zimbabwe or an individual Old Mutual Shareholder.
6.5.1. Notwithstanding the fact that the Unbundled Nedbank Shares will be distributed by Old
Mutual from its CTC, the Unbundling will likely be regarded as a dividend (in specie) in
the Zimbabwean tax-resident Old Mutual Shareholders' hands. The Zimbabwean tax-
resident Old Mutual Shareholder would be required to include the gross dividend in
specie in their taxable income where it will be taxed at a special rate of 20%.
6.5.2. No Zimbabwean stamp duty should be payable by Zimbabwean tax-resident Old Mutual
Shareholders in respect of their receipt of Unbundled Nedbank Shares.
7. HELPLINE
If you have any questions relating to this announcement or the Unbundling in general, please contact
the relevant Registrar using the following contact details:
• South Africa –JSE Investor Services Proprietary Limited on telephone number: +27 (0)86 140 0110
or +27 (0)11 029 0253
• Malawi – National Bank of Malawi plc on telephone number: +265 (0)182 0622/0054
• Namibia – Transfer Secretaries (Proprietary) Limited on telephone number: +264 (0)61 227647
• United Kingdom – Equiniti Limited on telephone number: 0333 207 6505 (if calling from the United
Kingdom) or +44 333 207 6505 (if calling from overseas)
• Zimbabwe – Corpserve Registrars (Private) Limited on telephone number: +263(0) 242 751 559/61
• Nedbank's transfer secretary in South Africa – JSE Investor Services Proprietary Limited on
telephone number: +27 (0)11 713 0800
Lines are open on Mondays to Fridays (except for public holidays) from 8:00 a.m. to 4:30 p.m. (local
time) in respect of all Registrars other than the UK Registrar, and in the case of the UK Registrar from
8.30 a.m. to 5.30 p.m. (London time). Please note that, for legal reasons, the Helpline cannot provide
any legal, tax or financial advice.
DEFINITIONS
In this announcement, unless otherwise stated or the context clearly indicates otherwise, the words in the
first column have the meanings stated opposite them in the second column, words in the singular shall
include the plural and vice versa, words importing one gender include the other genders and references to
a person include juristic persons and associations of persons and vice versa:
"Branch Register" the Malawian Register in respect of Malawi, the Namibian
Register in respect of Namibia, the UK Register in respect of
the United Kingdom and the Zimbabwean Register in respect
of Zimbabwe, as the context may require;
"CDCL" Chengetedzai Depository Company Limited, incorporated and
registered in Zimbabwe with corporate registration
number 1716/2010, being the operator of the
Zimbabwean CSD;
"Certificated" or "in Certificated recorded in physical paper form on the relevant Register
Form" without reference to the Strate System, the Malawian CSD,
CREST or the Zimbabwean CSD;
"Companies Act" the South African Companies Act, No, 71 of 2008 (as
amended);
"Corpserve Nominee" Corpserve Nominees (Private) Limited, incorporated and
registered in Zimbabwe with corporate registration number
2421/2015, being a wholly-owned subsidiary of the
Zimbabwean Registrar, in its capacity as nominee holding
beneficial entitlements to Old Mutual Shares on behalf of the
relevant Old Mutual Shareholders or as administrator of
custody accounts holding dematerialised securities, as the
context requires;
"Corpserve Nominee Participant" an Old Mutual Shareholder who is a participant in the
Corpserve Nominee facility pursuant to the Corpserve
Nominee Terms and Conditions;
"Corpserve Nominee Register" the register of beneficial entitlements to Old Mutual Shares or
Nedbank Shares (as applicable), maintained by the Corpserve
Nominee;
"Corpserve Nominee Terms and the terms and conditions under which the Corpserve Nominee
Conditions" provides the Corpserve Nominee facility, as amended from
time to time, described in paragraph 5.4.3, a copy of which is
available on Nedbank’s website at www.nedbankgroup.co.za.
"CREST" the system for the paperless settlement of trades in securities
in Uncertificated form and the holding of Uncertificated
securities operated by Euroclear United Kingdom & Ireland
Limited in accordance with the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755) (as amended);
"CSDP" a Central Securities Depository Participant, a participant as
defined in section 1 of the FMA;
"Dematerialised" means:
(i). in relation to SA Shareholders and Namibian
Shareholders, the process by which Certificated
shares are deposited with a CSDP and documents of
title evidencing such shares are replaced by an
electronic record of such shares in the Uncertificated
portion of Old Mutual's securities register;
(ii). in relation to Malawian Shareholders, the process by
which Certificated shares are deposited with a
Malawian Custodian and documents of title evidencing
such shares are replaced by an electronic record of
such shares in the sub-register of shareholders
maintained by the Malawian Custodian or the
Malawian CSD, as applicable; and
(iii). in relation to Zimbabwean Shareholders, the process
by which Certificated shares are deposited with a
Zimbabwean Custodian and documents of title
evidencing such shares are replaced by an electronic
record of such shares in the sub-register of
shareholders maintained by the Zimbabwean
Custodian or by an investment administrator to which
the Zimbabwean Custodian has outsourced the
professional administration of the sub-register of
shareholders;
"Distribution Date" Monday, 8 November 2021, being the date upon which the
Unbundled Nedbank Shares will be distributed to Old Mutual
Shareholders;
"Exchange Control Regulations" the South African Exchange Control Regulations, 1961 as
promulgated by Government Notice R.1111 of
1 December 1961 and amended up to Government Notice
R.445 of 8 June 2012, in terms of section 9 of the South African
Currency and Exchanges Act, 9 of 1933 (as amended);
"FCA" the United Kingdom Financial Conduct Authority or its
successor from time to time;
"FMA" the South African Financial Markets Act, 19 of 2012 (as
amended);
"FSMA" the United Kingdom's Financial Services and Markets Act 2000
(as amended);
"Group" Old Mutual and its subsidiaries and subsidiary undertakings
from time to time;
"HMRC" HM Revenue & Customs;
"Johannesburg Stock Exchange" the exchange operated under the FMA by JSE Limited;
"JSE Limited" JSE Limited, incorporated and registered in South Africa with
registration number 2005/022939/06, licensed to operate an
exchange under the FMA;
"JSE Listings Requirements" the listings requirements issued by JSE Limited under the FMA
to be observed by issuers of equity securities listed on the
Johannesburg Stock Exchange (as amended);
"Last Practicable Date" Monday, 25 October 2021;
"LDT" last day to trade, as set out in the timetable in paragraph 2 of
this announcement;
"London Stock Exchange" the securities exchange operated by London Stock Exchange
plc under the FSMA, together with any successor thereto;
"London Stock Exchange plc" London Stock Exchange plc, incorporated and registered in
England and Wales, with registered number 02075721;
"Malawi" the Republic of Malawi;
"Malawi Stock Exchange" the securities exchange operated by Malawi Stock Exchange
Limited under the Malawian Securities Act, 2010 (as amended)
and the Malawian Companies Act, 2013 (as amended), and
licensed under the Malawian Financial Services Act, 2010 (as
amended);
"Malawi Stock Exchange Limited" Malawi Stock Exchange Limited, a company limited by
guarantee and operating under the Capital Market
Development Act (Cap 46.06) of the laws of Malawi and the
Companies Act (Cap 46:03) of Malawi with registration number:
5510;
"Malawi Stock Exchange Listings the listings requirements issued by Malawi Stock Exchange
Requirements" Limited;
"Malawian CSD" the Central Securities Depository, operated by The Reserve
Bank of Malawi Electronic Central Securities Depository, being
an electronic clearing and settlement environment for
securities transactions on the Malawi Stock Exchange;
"Malawian Custodian" a registered custodian under the Malawian Financial Services
Act, 2010, being a custodian of the Dematerialised shares
deposited in the Malawian CSD and tradable on the Malawi
Stock Exchange;
"Malawian Nominee" The National Bank of Malawi Nominees Limited, incorporated
and registered in Malawi with corporate registration
number 970, in its capacity as nominee;
"Malawian Nominee Participant" an Old Mutual Shareholder who is a participant in the Malawian
Nominee facility pursuant to the Malawian Nominee Terms and
Conditions;
"Malawian Nominee Register" the register of beneficial entitlements to Nedbank Shares
maintained by the Malawian Nominee;
"Malawian Nominee Terms and the terms and conditions under which the Malawian Nominee
Conditions" provides the Malawian Nominee facility, as amended from time
to time, described in paragraph 5.4.2 above, a copy of which is
available on Nedbank’s website at www.nedbankgroup.co.za;
"Malawian Register" the Malawian branch of Old Mutual's securities register
maintained in Malawi on behalf of Old Mutual by the Malawian
Registrar;
"Malawian Registrar" The National Bank of Malawi Limited (Financial Management
Services Department), incorporated and registered in Malawi
with registration number 1428;
"Malawian Shareholders" Old Mutual Shareholders who hold Old Mutual Shares on the
Malawian Register;
"Namibia" the Republic of Namibia;
"Namibian Register" the Namibian branch of Old Mutual's securities register
maintained in Namibia on behalf of Old Mutual by the Namibian
Registrar;
"Namibian Registrar" Transfer Secretaries Proprietary Limited, incorporated and
registered in Namibia, with registration number: 93/731;
"Namibian Shareholders" Old Mutual Shareholders who hold Old Mutual Shares on the
Namibian Register;
"Namibian Stock Exchange" the Namibian Stock Exchange, an exchange licensed by the
Namibian Financial Institutions Supervisory Authority and
operated under and regulated by the Namibian Stock
Exchanges Control Act, 1 of 1985 (as amended);
"Namibian Stock Exchange Listings the listings requirements issued by the Namibia Stock
Requirements" Exchange under the Namibian Stock Exchanges Control Act, 1
of 1985 (as amended), required to be observed by issuers of
securities listed on the Namibian Stock Exchange (as
amended);
"Nedbank" Nedbank Group Limited, incorporated and registered in South
Africa with registration number 1966/010630/06;
"Nedbank Namibian Register" the Namibian branch of Nedbank's securities register
maintained in Namibia on behalf of Nedbank by the Namibian
Registrar;
"Nedbank SA Register" Nedbank's principal securities register maintained in South
Africa on behalf of Nedbank by the SA Registrar;
"Nedbank Shares" ordinary shares of no par value in the issued share capital of
Nedbank;
"Old Mutual" Old Mutual Limited, incorporated and registered in South Africa
with registration number 2017/235138/06;
"Old Mutual Board" the board of directors of Old Mutual;
"Old Mutual DI" a depositary interest held in CREST representing an
entitlement to one underlying Old Mutual Share registered in
Equiniti Financial Services Limited's nominee's name, Wealth
Nominees Limited, as custodian for each Old Mutual DI and
"Old Mutual DIs" means any or all of them;
"Old Mutual Shareholders" the registered holders of Old Mutual Shares;
"Old Mutual Shares" ordinary shares of no par value in the issued share capital of
Old Mutual;
"OMBN Nominee" Old Mutual (Blantyre) Nominees Limited, incorporated and
registered in Malawi with registered number 5053;
"OMBN Nominee Register" the register of beneficial entitlements to Old Mutual Shares,
maintained by the OMBN Nominee;
"OMNAN Nominee" Old Mutual (Namibia) Nominees (Proprietary) Limited,
incorporated and registered in Namibia with registration
number 99/083;
"OMNAN Nominee Register" the register of beneficial entitlements to Old Mutual Shares,
maintained by the OMNAN Nominee;
"OMSAN Nominee" Old Mutual (South Africa) Nominees (RF) Proprietary Limited,
incorporated and registered in South Africa with registration
number 1999/004976/07;
"OMSAN Nominee Register" the register of beneficial entitlements to Old Mutual Shares,
maintained by the OMSAN Nominee;
"OMZN Nominee" Old Mutual Zimbabwe Nominees (Private) Limited,
incorporated and registered in Zimbabwe with corporate
registration number 2170/99;
"Overseas Old Mutual Old Mutual Shareholders with a registered address in, or who
Shareholders" are citizens, residents or nationals of, jurisdictions outside
South Africa, Malawi, Namibia, the United Kingdom or
Zimbabwe or whom Old Mutual reasonably believes to be
citizens, residents or nationals of jurisdictions outside South
Africa, Malawi, Namibia, the United Kingdom or Zimbabwe;
"Rand" or "ZAR" the lawful currency of South Africa;
"Record Time" 8:00 p.m. (SA time) / 6:00 p.m. (UK time) on Friday,
5 November 2021;
"Register" the securities register of Old Mutual, comprising the
SA Register, the Malawian Register, the Namibian Register,
the UK Register and the Zimbabwean Register, or where
applicable, any of such Registers;
"Registrar" the SA Registrar, the Namibian Registrar, the Malawian
Registrar, the UK Registrar and the Zimbabwean Registrar, as
applicable;
"SA Nominee" Pacific Custodians Nominees (RF) Proprietary Limited,
incorporated and registered in South Africa with registration
number 2014/113298/07;
"SA Nominee Participant" an Old Mutual Shareholder who is a participant in the
SA Nominee facility pursuant to the SA Nominee Terms and
Conditions;
"SA Nominee Register" the register of beneficial entitlements to Nedbank Shares
maintained by the SA Nominee;
"SA Nominee Terms and the terms and conditions under which the SA Nominee
Conditions" provides the SA Nominee facility, as amended from time to
time, described in paragraph 5.4.1, a copy of which is available
on Nedbank’s website at www.nedbankgroup.co.za;
"SA Register" Old Mutual's principal securities register maintained in South
Africa on behalf of Old Mutual by the SA Registrar;
"SA Registrar" JSE Investor Services Proprietary Limited, incorporated and
registered in South Africa, with registration number:
2000/007239/07;
"SA Shareholders" Old Mutual Shareholders who hold Old Mutual Shares on the
SA Register;
"SECZ" The Securities and Exchange Commission of Zimbabwe;
"SENS" the Johannesburg Stock Exchange's Stock Exchange News
Service;
"South Africa" the Republic of South Africa;
"Strate" Strate Proprietary Limited, incorporated and registered in
South Africa with registration number 1998/022242/07, which
is a registered central securities depository in terms of the
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);
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"UK Register" the UK branch of Old Mutual's securities register maintained in
the UK on behalf of Old Mutual by the UK Registrar;
"UK Registrar" Equiniti Limited, incorporated under the laws of England and
Wales, with registration number: 06226088;
"UKLA FCA Rules" together, the listing rules and regulations made by the FCA in
its capacity as the United Kingdom Listing Authority under
Part 6 of FSMA (as amended from time to time); and contained
in the Financial Services Authority's publication of the same
name, the United Kingdom prospectus rules made by the FCA
pursuant to Part VI of the FSMA, referred to in section 73A(4)
of the FSMA made under Regulation (EU) No 2017/1129 of the
European Parliament and of the Council of 14 June 2017
(including any amendments and/or supplements thereto) as it
forms part of UK domestic law under the European Union
(Withdrawal) Act 2018 and contained in the FCA's publication
of the same name; and the disclosure guidance and
transparency rules made by the FCA pursuant to section 73A
Part 6 of the FSMA (as amended from time to time);
"Unbundled Nedbank Shares" 62,131,692 Nedbank Shares distributed by Old Mutual to Old
Mutual Shareholders pursuant to the Unbundling;
"Uncertificated" or "in Uncertificated means:
Form"
(i). in relation to SA Shareholders, recorded on the
SA Register as being held in uncertificated form in the
Strate System and title to which, by virtue of the
Companies Act, the FMA and the Strate System Rules,
may be transferred by means of the Strate System;
(ii). in relation to Malawian Shareholders, recorded on the
Malawian Register as being held in uncertificated form
in the Malawian CSD and title to which may be
transferred by means of the Malawian CSD;
(iii). in relation to UK Shareholders, recorded on the
UK Register as being held in uncertificated form in
CREST and title to which, by virtue of the
Uncertificated Securities Regulations, may be
transferred by means of CREST; and
(iv). in relation to Zimbabwean Shareholders, recorded on
the Zimbabwean Register as being held in
uncertificated form in the Zimbabwean CSD and title to
which, by virtue of the Zimbabwean Securities and
Exchange Act, may be transferred by means of the
Zimbabwean CSD;
"Zimbabwe" the Republic of Zimbabwe;
"Zimbabwe Stock Exchange" the Zimbabwe Stock Exchange, established under the
Zimbabwe Stock Exchange Act Chapter 24:18, as
subsequently repealed and replaced by Chapter 24:25 of the
Zimbabwean Securities Act, 17 of 2004 (as amended);
"Zimbabwe Stock Exchange the listings requirements issued by the Zimbabwe Stock
Listings Requirements" Exchange;
"Zimbabwean CSD" the Central Securities Depository, operated by CDCL, being an
electronic clearing and settlement environment for securities
transactions on the Zimbabwe Stock Exchange;
"Zimbabwean Custodian" a registered custodian and licensee of the SECZ under the
Zimbabwean Securities and Exchange Act, being the custodian
of the Dematerialised shares deposited in the
Zimbabwean CSD and tradable on the Zimbabwe Stock
Exchange;
"Zimbabwean Nominee" the Corpserve Nominee or the OMZN Nominee as the context
requires;
"Zimbabwean Nominee Register" the register of beneficial entitlements to Old Mutual Shares or
Nedbank Shares (as applicable), maintained by the relevant
Zimbabwean Nominee;
"Zimbabwean Register" the Zimbabwean branch of Old Mutual's securities register
maintained in Zimbabwe on behalf of Old Mutual by the
Zimbabwean Registrar;
"Zimbabwean Registrar" Corpserve Registrars (Private) Limited, incorporated and
registered in Zimbabwe, with registration number: 9988/97;
"Zimbabwean Securities and the Zimbabwean Securities and Exchange Act, Chapter 24:25
Exchange Act" (as amended); and
"Zimbabwean Shareholders" Old Mutual Shareholders who hold Old Mutual Shares on the
Zimbabwean Register.
DISCLAIMER
This announcement is not for distribution, directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the District of Columbia), Australia, Canada
or Japan. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe
for, or otherwise invest in, securities in the United States, Australia, Canada or Japan. The Unbundled
Nedbank Shares mentioned herein have not been, and will not be, registered under the US Securities Act.
The Unbundled Nedbank Shares may not be offered or sold in the United States except pursuant to an
exemption from or in a transaction not subject to the registration requirements of the US Securities Act.
There will be no public offer of securities in the United States.
The information contained in this announcement constitutes factual information as contemplated in
section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002 (as
amended) and should not be construed as an express or implied recommendation, guide or proposal that
any particular transaction in respect of the Old Mutual Shares or the Unbundled Nedbank Shares or in
relation to the business or future investments of Old Mutual or Nedbank is appropriate to the particular
investment objectives, financial situations or needs of a prospective investor, and nothing in this
announcement should be construed as constituting the canvassing for, or marketing or advertising of,
financial services in South Africa.
No representation or warranty, express or implied, is made by any person other than Old Mutual as to the
accuracy, completeness or verification of the information set out in this announcement, and nothing
contained in this announcement is, or shall be relied upon as, a promise or representation in this respect,
whether as to the past or the future. No person other than Old Mutual assumes responsibility for this
announcement's accuracy, completeness or verification and all other persons accordingly disclaim, to the
fullest extent permitted by applicable laws and regulations, any and all liability whether arising in delict, tort,
contract or otherwise that they might otherwise be found to have in respect of this announcement or any
such statement.
Financial Advisor
Merrill Lynch South Africa (Pty) Limited t/a BofA Securities
Debt Sponsors
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Enquiries
Investor Relations
Sizwe Ndlovu T: +27 (0)11 217 1163
Head of Investor Relations M: +27 (83) 500 8019
E: tndlovu6@oldmutual.com
Communications:
Vuyo Mtawa M: +27 (0) 68 422 8125
Head: Group Communications E: vmtawa@oldmutual.com
Notes to Editors
About Old Mutual
Old Mutual is a premium African financial services group that offers a broad spectrum of financial solutions
to retail and corporate customers across key market segments in 14 countries. Old Mutual's primary
operations are in South Africa and the rest of Africa, and it has a niche business in China. With over 176
years of heritage across sub-Saharan Africa, Old Mutual is a crucial part of the communities it serves and
broader society on the continent.
For further information on Old Mutual, and its underlying businesses, please visit the corporate website at
www.oldmutual.com.
Date: 26-10-2021 10:01:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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