Wrap Text
Old Mutual Debt Tender Offer
OLD MUTUAL PLC
ISIN: GB0007389926
JSE SHARE CODE: OML
NSX SHARE CODE: OLM
ISSUER CODE: OLOML
Old Mutual plc
Ref 89/13
6 November 2013
OLD MUTUAL DEBT 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 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 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 £175,000,000 (or such greater
or 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 6 November 2013 (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.
Description of the Common Outstanding Minimum Repurchase Repurchase Price Repurchase funds
Securities code/ISIN principal Price available* for the
amount Offers
€500,000,000 Fixed to 023428466 / €494,650,000 €1,010 per €1,000 in
Floating Rate Step-Up XS0234284668 principal amount of UT2
Option B Undated Notes
Subordinated Notes
£175,000,000 (or
The current coupon is
such greater or
5.00 per cent. per To be determined
lesser amount as
annum payable annually as set out herein
Old Mutual may
in arrear pursuant to a
determine, in its sole
£350,000,000 Perpetual 021555614 / £348,000,000 £960 per £1,000 in modified Dutch
discretion), or its
Preferred Callable XS0215556142 principal amount of T1 auction
equivalent in euro,
Securities Notes
as applicable
The current coupon is
6.376 per cent. per
annum payable annually
in arrear
*Excluding Accrued Interest Payments
Rationale for the Offers
As part of the debt reduction strategy announced in February 2012, the purpose of the Offers is to
purchase certain outstanding debt of Old Mutual and thereby further reduce the overall level of debt
and achieve the stated debt reduction target.
Third Quarter 2013 Interim Management Statement
Holders should be aware that Old Mutual today released its third quarter 2013 Interim Management
Statement (the “Q3 IMS”).
The Securities are qualifying resources under Old Mutual’s EU Financial Groups Directive (“FGD”)
capital calculation. Effective as of the date of this announcement, Old Mutual has excluded an amount
equal to the Total Repurchase Funds Available from Old Mutual’s regulatory capital surplus
calculation. This reduces Old Mutual’s FGD capital surplus as at 30 September 2013 and as reported
in the Q3 IMS from £2.3 billion to £2.2 billion, representing a new statutory cover ratio of 168%.
Details of the Offers
UT2 Notes Offer and T1 Notes Offer
Old Mutual proposes to accept for repurchase pursuant to the relevant Offers an aggregate principal
amount of UT2 Notes and T1 Notes such that the Total Amount Payable by Old Mutual for all of such
Securities accepted for repurchase pursuant to the relevant Offers is no greater than the Total
Repurchase Funds Available.
Old Mutual will determine the allocation of the Total Repurchase Funds Available between each
Series of Securities in its sole discretion, and reserves the right to accept significantly more or less (or
none) of either Series of Securities as compared to the other Series of Securities.
Modified Dutch Auction Procedure
The Repurchase Price in respect of each Series of 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) €1,010 per €1,000 in principal amount of UT2 Notes in the case of
the UT2 Notes Repurchase Price; and (ii) £960 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
€1.00 per €1,000 (in the case of UT2 Notes) and £1.00 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 Securities validly tendered for repurchase pursuant to the
Offers would be greater than the Total Repurchase Funds Available, then the acceptance of Securities
for repurchase will be subject to pro-ration, as further described in “The Offers - Acceptance and Pro-
Rata Allocations” 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 either or both 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
UT2 Notes and £1,000 for the T1 Notes and may be submitted in integral multiples of €1,000 (in the
case of the UT2 Notes) and £1,000 (in the case of the T1 Notes) in excess thereof.
Indicative Offer Timetable
Date and time Event
Wednesday, 6 November Launch Date
2013
Offers announced and Tender Offer Memorandum available from
the Dealer Managers and the Tender Agent.
4.00 p.m. on Wednesday, Expiration Deadline
13 November 2013
Deadline for receipt by the Tender Agent of all Tender Instructions.
As soon as reasonably Announcement of Pricing, Acceptance and Results
practicable on Thursday, 14
November 2013 Announcement by Old Mutual of:
(i) 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
(ii) 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.
Tuesday, 19 November Settlement Date
2013
Payment of the relevant Repurchase Consideration 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 either 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 either 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, by publication on the website of Euronext Amsterdam
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.
Barclays Bank PLC, Nedbank Limited, London Branch and Société Générale 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
Barclays Bank PLC Nedbank Limited, London Branch
5 The North Colonnade 1st Floor
Canary Wharf Millennium Bridge House
London E14 4BB 2 Lambeth Hill
United Kingdom London EC4V 4GG
United Kingdom
For information by telephone: For information by telephone:
+44 (0)20 7773 8990 +44 (0)20 7002 3487
Attention: Liability Management Group Attention: Liability Management Group
Email: eu.lm@barclays.com Email: liability.management@nedbankcapital.co.uk
Société Générale
SG House
41 Tower Hill
London EC3N 4SG
United Kingdom
For information by telephone:
+44 (0)20 7676 7579
Attention: Liability Management
Email: liability.management@sgcib.com
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: Thomas Choquet
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 broker, 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, the Q3
IMS or either Offer. For the avoidance of doubt, the Q3 IMS shall not be deemed to be incorporated
by reference herein or in the Tender Offer Memorandum. 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 either
Offer or refrain from taking any action in either 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
mail 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
either 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 Società 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-
à-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 (Autorité des services et marchés
financiers/Autoriteit financiële diensten en markten) and, accordingly, no Offer may be made in
Belgium by way of a public offering, as defined in Articles 3 and 6 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. Insofar as Belgium is concerned, 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 qualifiés), 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 monétaire 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
Autorité des Marchés 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 20 7002 7440
Investor relations
Dominic Lagan UK +44 20 7002 7190
Kelly de Kock SA +27 21 509 8709
Media
William Baldwin-Charles +44 20 7002 7133
+44 7834 524833
Lead sponsor:
Merrill Lynch South Africa (Pty) Ltd
Joint Sponsor:
Nedbank Capital
Notes to Editors
Old Mutual provides life assurance, asset management, banking and general insurance to more than
14 million customers in Africa, the Americas, Asia and Europe. Originating in South Africa in 1845,
Old Mutual has been listed on the London and Johannesburg Stock Exchanges, among others, since
1999.
In the year ended 31 December 2012, the Group reported adjusted operating profit before tax of £1.6
billion (on an IFRS basis) and had £262 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: 06/11/2013 09:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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