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OLD MUTUAL LIFE ASSURANCE CO SA LIMITED - Notification of the voting results in respect of the request for written consent of noteholders

Release Date: 21/02/2020 15:50
Code(s): OML05 OML06 OML07 OML09 OML10 OML11 OML08 OML04     PDF:  
Wrap Text
Notification of the voting results in respect of the request for written consent of noteholders

Old Mutual Life Assurance Company (South Africa) Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1999/004643/06)
JSE alpha code: OLDM
(“OMLACSA” or “the Issuer”)

NOTIFICATION OF THE VOTING RESULTS IN RESPECT OF THE REQUEST FOR WRITTEN CONSENT OF
NOTEHOLDERS

Unless otherwise defined herein, capitalised terms shall have the same meaning as set forth in the Consent
Request (as defined below).

Noteholders are referred to the notice of request for written consent released on SENS on 20 January 2020 (the
“Consent Request”), in which the Extraordinary Resolutions set out below were proposed:

-      Extraordinary Resolution No. 1:
       That the Noteholders of all Notes Outstanding be authorised to provide the necessary consent to allow:

       1. the consolidation of the OMLACSA Programme with the Old Mutual Insure Programme, to create the
          Multi-Issuer Note Programme with a programme size of up to ZAR25,000,000,000 pursuant to the
          Multi-Issuer Programme Memorandum, which will allow the Issuer, Old Mutual Limited and Old Mutual
          Insure to issue Notes from time to time; and

       2. subject to the passing of paragraph 1 above, any consequential changes to the Terms and Conditions (if
          any) and Applicable Pricing Supplement(s) of all Notes Outstanding of the Issuer.

-      Extraordinary Resolution No. 2:
       That the Noteholders of the ZAR2,000,000,000 unsecured subordinated notes (the OML11 Noteholders)
       issued by OMLACSA on 11 June 2019 (OML11) (the OML11 Notes) consent to:

       1. the removal and release of the Subordinated Guarantee issued by Old Mutual Limited from the Terms
          and Conditions in the 2019 OMLACSA Programme Memorandum; and

       2. the amendment and restatement of the Applicable Pricing Supplement relating to the issue of OML11
          Notes (the Amended and Restated OML11 Applicable Pricing Supplement) to introduce a subordinated
          guarantee by Old Mutual Limited for the benefit of the OML11 Noteholders only.

In this regard, the Issuer confirms the voting results from the Consent Request in relation to the total nominal
amount of those classes of debt securities that were affected by the amendments are as follows:

Bond        Extraordinary Debt securities        Debt            Votes            Votes carried    Votes against
Code        Resolution    voted as a Rand        securities      abstained as a   for the          the resolution
                          value                  voted           percentage       resolution as    as a
                                                 disclosed                        a percentage     percentage
                                                 as a
                                                 percentage
OML04       1               506,285,000          94.28%          5.72%            100.00%          0.00%
OML05       1               202,619,815          47.67%          52.33%           100.00%          0.00%
OML06       1               190,238,984          46.51%          53.49%           100.00%          0.00%
OML07       1               918,692,000          79.89%          20.11%           86.77%           13.23%
OML08       1               1,115,671,383        86.62%          13.38%           100.00%          0.00%
OML09       1               527,141,859          92.80%          7.20%            100.00%          0.00%
OML10       1               565,160,469          90.72%          9.28%            100.00%          0.00%
OML11       1               1,691,000,000        84.55%          15.45%           97.04%           2.96%
OML11       2               1,691,000,000        84.55%          15.45%           97.04%           2.96%


21 February 2020

Debt Sponsor
Nedbank CIB, a division of Nedbank Limited

Date: 21-02-2020 03:50:00
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