Wrap Text
OLD MUTUAL PLC
ISIN CODE GB00B77J0862
JSE SHARE CODE OML
NSX SHARE CODE OLM
ISSUER CODE OLOML
Ref 73/12
19 July 2012
Old Mutual Tender Offer
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED
STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON. (SEE 'OFFER AND DISTRIBUTION RESTRICTIONS'
BELOW)
Old Mutual plc ('Old Mutual') today announces its invitations (the 'Offers') to the holders of its outstanding
#500,000,000 7.125 per cent. Notes due 2016 (the 'Senior Notes'), '500,000,000 Fixed to Floating Rate Step-
Up Option B Undated Subordinated Notes (the 'UT2 Notes') and #350,000,000 Perpetual Preferred Callable
Securities (the 'T1 Notes' and, together with the Senior Notes and UT2 Notes, the 'Securities' and each a
'Series') to tender their Securities for repurchase by Old Mutual for cash for aggregate consideration of up to
#450,000,000 (or such lesser amount as Old Mutual may determine, in its sole discretion) (the 'Total
Repurchase Funds Available'), the details of which are set out below. The Offers are being made on the
terms, and subject to the conditions, contained in the tender offer memorandum dated 19 July 2012 (the
'Tender Offer Memorandum') prepared by Old Mutual, and are subject to the offer and distribution restrictions
set out below.
Copies of the Tender Offer Memorandum are (subject to the offer and distribution restrictions) available from
the Dealer Managers and the Tender Agent as set out below. Capitalised terms used but not defined in this
announcement have the meanings given to them in the Tender Offer Memorandum. All references to times in
this announcement are to London time.
Order of Description of Common Outstanding Benchmark Senior Notes Minimum Repurchase Repurchase funds
Priority the Securities code/ISIN principal Repurchase Repurchase Price available* for the
amount Spread Price relevant Offer
Priority #500,000,000 045831655 / #500,000,000 4 per cent. 210 bps - To be #450,000,000 (or
1 7.125 per cent. XS0458316550 U.K. determined as such lesser
Notes due 2016 Treasury Gilt set out in the amount as Old
due Tender Offer Mutual may
September Memorandum determine, in its
2016 by reference to sole discretion)
the Senior
Notes
Reference
Yield and the
Senior Notes
Repurchase
Spread
'500,000,000 023428466 / '500,000,000 - - '932.50 per #450,000,000 (or
Fixed to XS0234284668 '1,000 in such lesser
Floating Rate principal amount as Old
Step-Up Option amount of Mutual may
B Undated UT2 Notes determine, in its
Subordinated sole discretion),
Notes or its equivalent in
The current euro, as
coupon is 5.00 applicable, less
To be
per cent. per the Total Amount
Priority determined as
annum payable Payable by Old
2 set out in the
annually in Mutual for all
Tender Offer
arrear Senior Notes
Memorandum
accepted for
#350,000,000 021555614 / #350,000,000 - - #875 per pursuant to a
repurchase
Perpetual XS0215556142 #1,000 in modified Dutch
pursuant to the
Preferred principal auction
Senior Notes
Callable amount of T1
Offer
Securities Notes
The current
coupon is 6.376
per cent. per
annum payable
annually in
arrear
*Excluding Accrued Interest Payments
Rationale for the Offers
Following its announcement in December 2011 of its proposal to divest its Nordic business, Old Mutual
announced on 3 February 2012 its intention to return approximately #1 billion of the net proceeds from the
disposal to shareholders and to use the remaining net proceeds, subject to regulatory approval, to reduce
indebtedness. The completion of the sale of the Nordic business was announced on 21 March 2012 and a
Special Dividend of 18 pence per share (or its equivalent in other applicable currencies) (amounting to
approximately #1 billion in aggregate) was paid on 7 June 2012. As part of the strategy announced in
February, the purpose of the Offers is to purchase certain outstanding debt of Old Mutual and thereby reduce
the overall level of debt. Following consummation of the Offers, the Securities which have been purchased in
the Offers will be retired and cancelled and no longer remain outstanding obligations of Old Mutual.
Details of the Offers
Senior Notes Offer
Old Mutual will repurchase the Senior Notes at a repurchase price per #1,000 in principal amount of the
Senior Notes (the 'Senior Notes Repurchase Price') to be determined by the Dealer Managers at the Pricing
Time in accordance with market convention. The Senior Notes Repurchase Price will be a price which is
intended to reflect the yield to maturity of the Senior Notes on the Settlement Date equal to the sum (such sum
the 'Senior Notes Repurchase Yield') of
(i) the yield to maturity (calculated in accordance with standard market practice) of the 4 per cent. U.K.
Treasury Gilt due September 2016 (ISIN GB00B0V3WX43) (the 'Reference Treasury Gilt') based on
the mid price of such gilt as reported by Bloomberg (page DMO2) at the Pricing Time (the 'Senior Notes
Reference Yield'); and
(ii) 210 bps (the 'Senior Notes Repurchase Spread').
If Old Mutual decides to accept valid tenders of any Senior Notes for repurchase pursuant to the Senior Notes
Offer and the Total Amount Payable in respect of the Senior Notes validly tendered for repurchase would be
greater than the Total Repurchase Funds Available, the Senior Notes will be accepted for repurchase by Old
Mutual on a pro-rata basis. In such circumstances, each such tender of Senior Notes will be scaled in the
manner described in 'The Offers - Acceptance and Pro-Rata Allocations ' Senior Notes' in the Tender Offer
Memorandum.
Subordinated Securities Offer
Subordinated Securities Acceptance Amount
Old Mutual proposes to accept for repurchase pursuant to the relevant Offers an aggregate principal amount
of UT2 Notes and T1 Notes (together, the 'Subordinated Securities') such that the Total Amount Payable by
Old Mutual for all of the Subordinated Securities accepted for repurchase pursuant to the relevant Offers is no
greater than (i) the Total Repurchase Funds Available minus (ii) the Total Amount Payable in respect of the
Senior Notes accepted for repurchase pursuant to the Senior Notes Offer (the 'Total Subordinated Securities
Repurchase Funds Available').
Old Mutual will determine the allocation of the Total Subordinated Securities Repurchase Funds Available
between each Series of Subordinated Securities in its sole discretion, and reserves the right to accept
significantly more or less (or none) of either Series of Subordinated Securities as compared to the other Series
of Subordinated Securities.
For the avoidance of doubt, if the Total Amount Payable in respect of Senior Notes accepted for repurchase
equals the Total Repurchase Funds Available, Old Mutual will not accept any Subordinated Securities for
repurchase.
Modified Dutch Auction Procedure
The Repurchase Price in respect of each Series of Subordinated Securities will be determined pursuant to a
modified Dutch auction procedure, as described in the Tender Offer Memorandum.
Under the modified Dutch auction procedure, Old Mutual will determine in its sole discretion a repurchase
price not less than (i) '932.50 per '1,000 in principal amount of UT2 Notes in the case of the UT2 Notes
Repurchase Price; and (ii) #875 per #1,000 in principal amount of T1 Notes in the case of the T1 Notes
Repurchase Price.
Securityholders wishing to participate in the UT2 Notes Offer and/or the T1 Notes Offer may submit Tender
Instructions on a non-competitive basis (any such offer will be deemed to have specified the relevant Minimum
Repurchase Price), or at a price specified by such Securityholder in increments of '2.50 per '1,000 (in the
case of UT2 Notes) and #2.50 per #1,000 (in the case of T1 Notes) above the applicable Minimum
Repurchase Price. The UT2 Notes Repurchase Price will represent the lowest price that will enable Old
Mutual to repurchase an aggregate principal amount of UT2 Notes which equals the UT2 Notes Acceptance
Amount. The T1 Notes Repurchase Price will represent the lowest price that will enable Old Mutual to
repurchase an aggregate principal amount of T1 Notes which equals the T1 Notes Acceptance Amount.
If the Total Amount Payable in respect of Subordinated Securities validly tendered for repurchase pursuant to
the relevant Offers would be greater than the Total Subordinated Securities Repurchase Funds Available, then
the acceptance of Subordinated Securities for repurchase will be subject to pro-ration. See 'The Offers -
Acceptance and Pro-Rata Allocations ' UT2 Notes and T1 Notes' in the Tender Offer Memorandum.
Accrued Interest
Old Mutual will also pay Accrued Interest in respect of the Securities validly tendered and accepted by it for
repurchase pursuant to the Offers.
General
Securities that are not successfully tendered for repurchase pursuant to the Offers will remain outstanding and
remain subject to the terms and conditions of such Securities.
Subject to applicable law and as provided in the Tender Offer Memorandum, Old Mutual may, in its sole
discretion, extend, re-open, amend, waive any condition of or terminate any or all of the Offers at any time.
Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in
the Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made.
Electronic Tender Instructions
In order to participate in, and be eligible to receive the applicable Repurchase Price and Accrued Interest in
respect of the Securities pursuant to, the Offers, Securityholders must validly tender their Securities by
delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the
Tender Agent by the Expiration Deadline. Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum principal amount of #50,000 for the Senior
Notes, '50,000 for the UT2 Notes and #1,000 for the T1 Notes and may be submitted in integral multiples of
#1,000 (in the case of the Senior Notes and the T1 Notes) and '1,000 (in the case of the UT2 Notes) in
excess thereof.
Indicative Offer Timetable
Date and time Event
Thursday, 19 July 2012 Launch Date
Offers announced and Tender Offer Memorandum available from
the Dealer Managers and the Tender Agent.
4.00 p.m. on Thursday, 26 Expiration Deadline
July 2012
Deadline for receipt by the Tender Agent of all Tender Instructions.
At or around 9.00 a.m. on If applicable, announcement through the Notifying News Service(s)
Friday, 27 July 2012 of Indicative Acceptance and Indicative Details of Pro-ration in
respect of the Senior Notes.
If, based on the mid-price for the Reference Treasury Gilt as
reported by Bloomberg (page DMO2) at or around the Expiration
Deadline, the Total Amount Payable in respect of Senior Notes
validly tendered for repurchase pursuant to the relevant Offer would
(if all such Securities were accepted for repurchase) exceed the
Total Repurchase Funds Available, announcement by Old Mutual
through the Notifying News Service(s) only of
(i) the aggregate principal amount of Senior Notes validly
tendered pursuant to the relevant Offer;
(ii) a non-binding indication of the level at which Old Mutual
expects to set the Senior Notes Acceptance Amount; and
(iii) indicative details of the pro-ration factor that will be applied
by Old Mutual to tenders of Senior Notes in the event that
Old Mutual decides to accept any valid tenders of Senior
Notes for repurchase pursuant to the relevant Offer.
At or around 11.00 a.m. on Pricing Date and Pricing Time
Friday, 27 July 2012 In respect of the Senior Notes, determination of the Senior Notes
Reference Yield, the Senior Notes Repurchase Yield and the Senior
Notes Repurchase Price.
As soon as reasonably Announcement of Pricing, Acceptance and Results
practicable after the Pricing Announcement by Old Mutual of
Time on the Pricing Date (i) in respect of the Senior Notes, whether Old Mutual will
accept valid tenders of Senior Notes pursuant to the Senior
Notes Offer and if so accepted, the Senior Notes
Acceptance Amount, the Senior Notes Reference Yield, the
Senior Notes Repurchase Yield, the Senior Notes
Repurchase Price and the pro-ration factor (if applicable) to
be applied to valid tenders of Senior Notes;
(ii) in respect of the UT2 Notes, whether Old Mutual will accept
valid tenders of UT2 Notes pursuant to the UT2 Notes Offer
and if so accepted, the UT2 Notes Acceptance Amount, the
UT2 Notes Repurchase Price and the pro-ration factor (if
applicable) to be applied to valid tenders of UT2 Notes; and
(iii) in respect of the T1 Notes, whether Old Mutual will accept
valid tenders of T1 Notes pursuant to the T1 Notes Offer and
if so accepted, the T1 Notes Acceptance Amount, the T1
Notes Repurchase Price and the pro-ration factor (if
applicable) to be applied to valid tenders of T1 Notes.
Wednesday, 1 August 2012 Settlement Date
Payment of the relevant Repurchase Price and Accrued Interest in
respect of the Securities accepted for repurchase.
The above dates and times are subject, where applicable, to the right of Old Mutual to extend, re-open,
amend, and/or terminate any Offer (subject to applicable law and as provided in the Tender Offer
Memorandum). Securityholders are advised to check with any bank, securities broker or other intermediary
through which they hold the relevant Securities when such intermediary would need to receive instructions
from a Securityholder in order for that Securityholder to be able to participate in, or (in the limited
circumstances in which revocation is permitted) revoke their instruction to participate in any Offer before the
deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and by
each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines
specified above. See 'Procedures for Participating in the Offers' in the Tender Offer Memorandum.
Unless stated otherwise, all announcements made by Old Mutual in relation to the Offers will be made public
through the Notifying News Service(s), through the Clearing Systems for communication to Direct Participants,
via a RIS announcement and via a SENS announcement. Copies of all announcements, notices and press
releases can also be obtained from the Tender Agent, the contact details for which are set out below.
Significant delays may be experienced where notices are delivered to the Clearing Systems and
Securityholders are urged to contact the Tender Agent for the relevant announcements during the course of
the Offers. In addition, Securityholders may contact the Dealer Managers for information using the contact
details set out below.
Securityholders are advised to read carefully the Tender Offer Memorandum for full details of, and information
on, the procedures for participating in the Offers.
BNP Paribas, Citigroup Global Markets Limited, RBC Europe Limited and Nedbank Limited, London Branch
are acting as Dealer Managers for the Offers and Lucid Issuer Services Limited is acting as Tender Agent.
Requests for information in connection with the Offers may be directed to the Dealer Managers
THE DEALER MANAGERS
BNP Paribas Citigroup Global Markets Limited
10 Harewood Avenue Citigroup Centre
London NW1 6AA Canada Square
United Kingdom Canary Wharf
London E14 5LB
United Kingdom
For information by telephone For information by telephone
+44 (0)20 7595 8668 +44 (0)20 7986 8969
Attention Liability Management Group Attention Liability Management Group
E-mail liability.management@bnpparibas.com E-mail liabilitymanagement.europe@citi.com
RBC Europe Limited Nedbank Limited, London Branch
Riverbank House 1st Floor
London EC4R 3BF Old Mutual Place
United Kingdom 2 Lambeth Hill
London EC4V 4GG
United Kingdom
For information by telephone For information by telephone
+44 (0)20 7029 7486 +44 (0)20 7002 3487
Attention Liability Management Group Attention Liability Management Group
E-mail liability.management@rbccm.com E-mail liability.management@nedbankcapital.co.uk
Requests for information in relation to the procedures for tendering Securities in, and for any documents or
materials relating to, the Offers should be directed to
The Tender Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Telephone +44 (0)20 7704 0880
Attention Paul Kamminga / Yves Theis
E-mail oldmutual@lucid-is.com
Disclaimer This announcement must be read in conjunction with the Tender Offer Memorandum. This
announcement and the Tender Offer Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offers. If any Securityholder is in any doubt as to the
action it should take, it is recommended to seek its own financial and legal advice, including in respect of any
tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. Any individual or company whose Securities are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such
Securities pursuant to the Offers.
Offer and Distribution Restrictions
The distribution of this announcement and/or the Tender Offer Memorandum does not constitute an invitation
to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make
such invitation or for there to be such participation under applicable securities laws. The distribution of this
announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons
into whose possession this announcement and/or the Tender Offer Memorandum come are required by Old
Mutual, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such
restrictions. The Dealer Managers and the Tender Agent (and their respective directors, employees and
affiliates) make no representations or recommendations whatsoever regarding this announcement, the Tender
Offer Memorandum or any Offer. The Tender Agent is the agent of Old Mutual and owes no duty to any
Securityholder. None of Old Mutual, the Dealer Managers or the Tender Agent makes any recommendation as
to whether or not Securityholders should participate in any Offer or refrain from taking any action in any Offer
with respect to any of such Securities, and none of them has authorised any person to make any such
recommendation.
United States
The Offers are not being made and will not be made, directly or indirectly, in or into, or by use of the mails of,
or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national
securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic
mail, telex, telephone and the internet. The Securities may not be tendered in any Offer by any such use,
means, instrumentality or facility from or within the United States or by persons located or resident in the
United States or by U.S. Persons as defined in Regulation S of the United States Securities Act of 1933, as
amended (each a 'U.S. Person'). Accordingly, copies of this announcement, the Tender Offer Memorandum
and any other documents or materials relating to the Offers are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians,
nominees or trustees) in or into the United States or to any persons located or resident in the United States or
to U.S. Persons. Any purported tender of Securities in an Offer resulting directly or indirectly from a violation of
these restrictions will be invalid and any purported tender of Securities made by a person located or resident
in the United States or by a U.S. Person, or any agent, fiduciary or other intermediary acting on a non-
discretionary basis for a principal giving instructions from within the United States or for a U.S. Person will be
invalid and will not be accepted.
Each holder of Securities participating in an Offer will represent that it is not a U.S. Person and it is not located
or resident in the United States and is not participating in such Offer from the United States or it is acting on a
non-discretionary basis for a principal located outside the United States that is not giving an order to
participate in such Offer from the United States and is not a U.S. Person. For the purposes of this and the
above paragraph, 'United States' means the United States of America, its territories and possessions, any
state of the United States of America and the District of Columbia.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Offers is not being made, and such documents and/or materials have not been
approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act
2000 (the 'FSMA'). Accordingly, such documents and/or materials are not being distributed to, and must not
be passed on to, the general public in the United Kingdom. The communication of such documents and/or
materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that
it is only directed at and may only be communicated to (1) those persons who are existing members or
creditors of Old Mutual or other persons within Article 43 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials
may lawfully be communicated.
Italy
None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials
relating to the Offers have been submitted to the clearance procedures of the Commissione Nazionale per le
Societa e la Borsa ('CONSOB') pursuant to Italian laws and regulations. Each Offer is being carried out in
Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24
February 1998, as amended and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May
1999, as amended (the 'Issuers' Regulation'). The Offers are also being carried out in compliance with article
35-bis, paragraph 7 of the Issuers' Regulation. Securityholders or beneficial owners of Securities that are
located in Italy can tender Securities for purchase in the Offers through authorised persons (such as
investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance
with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable
laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each
intermediary must comply with the applicable laws and regulations concerning information duties vis-a-vis its
clients in connection with the Securities or the Offers.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to
the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial
Services and Markets Authority (Autorite des services et marches financiers/Autoriteit financiele diensten en
markten) and, accordingly, no Offer may be made in Belgium by way of a public offering, as defined in Article 3
of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of
16 June 2006 on the public offer of placement instruments and the admission to trading of placement
instruments on regulated markets, each as amended or replaced from time to time. Accordingly, the Offers
may not be advertised and the Offers will not be extended, and neither this announcement, the Tender Offer
Memorandum nor any other documents or materials relating to the Offers (including any memorandum,
information circular, brochure or any similar documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than 'qualified investors' in the sense of Article 10 of the
Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of
placement instruments on regulated markets (as amended from time to time), acting on their own account.
This announcement and/or the Tender Offer Memorandum have been issued only for the personal use of the
above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained
in this announcement and/or the Tender Offer Memorandum may not be used for any other purpose or
disclosed to any other person in Belgium.
France
The Offers are not being made, directly or indirectly, to the public in the Republic of France ('France'). Neither
this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers
have been or shall be distributed to the public in France and only (i) providers of investment services relating
to portfolio management for the account of third parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifies), other than
individuals acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and
D.411-1 to D.411-3 of the French Code monetaire et financier, are eligible to participate in the Offers. Neither
this announcement nor the Tender Offer Memorandum has been or will be submitted to the clearance
procedures (visa) of the Autorite des Marches Financiers.
General
This announcement and/or the Tender Offer Memorandum do not constitute an offer to buy or the solicitation
of an offer to sell Securities, and tenders of Securities in an Offer will not be accepted from Securityholders, in
any circumstances or jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require such Offer to be made by a licensed broker or dealer and any Dealer
Manager or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such
jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or affiliate (as the case may be)
on behalf of Old Mutual in such jurisdiction and such Offer is not made in any such jurisdiction where any
Dealer Manager or any of its affiliates is not licensed.
Enquiries
External communications
Patrick Bowes UK +44 (0)20 7002 7440
Investor relations
Kelly de Kock SA +27 (0)21 509 8709
Media
William Baldwin-Charles +44 (0)20 7002 7133
+44 (0)7834 524 833
19 July 2012
Sponsor
Merrill Lynch South Africa (Pty) Limited
Notes to Editors
Old Mutual
Old Mutual is an international long-term savings, protection and investment Group. Originating in South Africa in
1845, the Group provides life assurance, asset management, banking and general insurance to more than 12
million customers in Africa, the Americas, Asia and Europe. Old Mutual has been listed on the London and
Johannesburg Stock Exchanges, among others, since 1999.
In the year ended 31 December 2011, the Group reported adjusted operating profit before tax of #1.5 billion (on an
IFRS basis) and had #267 billion of funds under management from core operations.
For further information on Old Mutual plc, please visit the corporate website at www.oldmutual.com
Date: 19/07/2012 10:00:00 Supplied by www.sharenet.co.za
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