Sharenet Sites 
Sharenet Sites
Voluntary announcement - Old Mutual plc update on managed separation
NEDBANK GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06
JSE share code: NED
NSX share code: NBK
ISIN: ZAE000004875
('Nedbank Group' or 'the group')
VOLUNTARY SENS ANNOUNCEMENT – OLD MUTUAL PLC UPDATE ON MANAGED
SEPARATION
Shareholders of Nedbank Group are referred to the SENS announcement released by Old
Mutual plc on 28 June 2016 (the ‘Announcement’). The Announcement relates to Old Mutual
plc’s Annual General Meeting on 28 June 2016, when Bruce Hemphill, CEO of Old Mutual
plc, gave an update on the managed separation strategy that Old Mutual plc announced on
11 March 2016 with its 2015 Annual Financial Results.
The salient points for Nedbank Group shareholders extracted from the Announcement are as
follows:
“At Old Mutual’s preliminary results for 2015, the company announced that the long term
interests of its shareholders and other stakeholders would best be served by a managed
separation of the Group into its four constituent businesses.”
“Old Mutual Chief Executive Bruce Hemphill said: ‘We have started executing the managed
separation and I am pleased with the progress that we have made since the announcement
three months ago. We are now in a position to provide further guidance on our plans.
Increased market volatility following the referendum decision to leave the EU does not affect
our strategy although it may impact the performance of the underlying businesses.”
“We have made it clear that there are a number of different means by which to achieve the
managed separation. We have set out below our current plans which have been formulated
following extensive engagement with our key stakeholders and technical advisors. These
discussions are continuing. It should be noted that the managed separation of a diverse
multi-national group is a highly complex matter. Thus, the initial plans outlined below remain
subject to change as a result of factors such as stakeholder consent and/or the readiness of
the underlying businesses.”
“… we intend to pursue one or more transactions in the context of the managed separation
which will ultimately deliver two separate entities, listed on both the London and
Johannesburg stock exchanges, into the hands of Old Mutual’s shareholders. One will
consist principally of the Group’s Wealth operations and the primary means of achieving this
outcome is likely to be through a demerger. The other will consist principally of the Emerging
Markets operations through the creation of a new South African holding company. There are
various means to achieve this outcome and we will update the market on the precise steps
we intend to follow in due course.”
“Following the creation of the new South African holding company referred to above, we
intend to distribute, in an orderly manner, a significant proportion of the Group’s shareholding
in Nedbank to the shareholders on the register of the new South African holding company at
that time, leaving OMEM as the principal business within that group. Through its ownership
of Old Mutual Life Assurance Company South Africa, the new South African group will retain
an appropriate strategic minority stake in Nedbank, with the exact level still to be determined
together with Nedbank based on OMEM’s commercial relationship with Nedbank and
influenced by the implications of the incoming Twin Peaks regulation. The boards of directors
and management teams of Old Mutual and Nedbank continue to work closely together on
these matters.”
Nedbank Group Chief Executive, Mike Brown noted: “The update on the managed
separation provided by Old Mutual plc in respect of Nedbank Group is in line with our
expectations of the process and confirms that it remains business as usual for Nedbank.”
In accordance with Nedbank Group’s general closed period requirement prior to the
announcement of our financial results, Nedbank Group will be in a closed period from 1 July
2016 until the release of our 2016 Interim Results on 1 August 2016 at 8:00am SA time.
Sandton
28 June 2016
Sponsors to Nedbank Group in South Africa:
Merrill Lynch South Africa (Pty) Limited
Nedbank CIB
Financial Advisers to Nedbank Group in South Africa
Deutsche Bank
Nedbank CIB
Sponsor to Nedbank Group in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd
3
Date: 28/06/2016 08:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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.
