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Results of Offer and Proposal for Outstanding £350mn Callable Securities and Execution of Supplemental Trust
OLD MUTUAL PLC
ISIN CODE: GB00B77J0862
JSE SHARE CODE: OML
NSX SHARE CODE: OLM
ISSUER CODE: OLOMOL
Old Mutual plc
Ref 17/17
1 February 2017
NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED) (“U.S. PERSON”) OR TO ANY
PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES
AND POSSESSIONS (TOGETHER, THE “UNITED STATES”) OR INTO ANY OTHER
JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO
DISTRIBUTE THIS DOCUMENT.
OLD MUTUAL PLC ANNOUNCES RESULTS OF OFFER AND PROPOSAL FOR ITS
OUTSTANDING £350,000,000 PERPETUAL PREFERRED CALLABLE SECURITIES AND
EXECUTION OF THE SUPPLEMENTAL TRUST DEED
On 10 January 2017, Old Mutual plc (the “Company”) announced its invitation
to:
(i) holders (the “Securityholders”) of its outstanding £350,000,000
Perpetual Preferred Callable Securities (of which £273,203,000 was
outstanding on 10 January 2017) (ISIN: XS0215556142) (the
“Securities”) to tender any and all of their Securities for purchase
by the Company for cash (such invitation the “Offer”); and
(ii) Securityholders to approve, by Extraordinary Resolution, certain
modifications to the terms and conditions of the Securities (the
“Conditions”) to provide for the Company to redeem (the “Issuer Early
Redemption”) all, but not some only, of the Securities remaining (if
any) on completion of the Offer (the “Proposal”).
The Offer and the Proposal were made on the terms and subject to the
conditions set out in the Tender Offer and Solicitation Memorandum dated 10
January 2017 (the “Tender Offer and Solicitation Memorandum”). Capitalised
terms used in this announcement but not defined have the meanings given to
them in the Tender Offer and Solicitation Memorandum.
The Offer expired at 4.00 p.m., London time, on 30 January 2017 (the
“Expiration Deadline”). The Company has decided to accept for purchase all
Securities validly tendered pursuant to the Offer.
Settlement of the Offer is expected to take place on 3 February 2017 (the
“Settlement Date”).
The Meeting to consider the Proposal was held earlier today, and NOTICE IS
HEREBY GIVEN to Securityholders that:
(a) at the Meeting, the Extraordinary Resolution was duly passed and the
Proposal approved;
(b) the Supplemental Trust Deed referred to in the Extraordinary
Resolution has been executed by the Company and the Trustee, and the
Conditions have been amended accordingly; and
(c) the Company will redeem all Securities (other than those Securities
that have been accepted for purchase by the Company pursuant to the
Offer) pursuant to the Issuer Early Redemption on the Settlement Date
at the Early Redemption Amount.
All Securities which are purchased pursuant to the Offer or redeemed
pursuant to the Issuer Early Redemption will forthwith be cancelled.
Securityholders who delivered, or arranged to have delivered on their
behalf, a valid Voting-Only Instruction in favour of the Proposal which
were received by the Tender Agent by the Early Tender and Early Consent
Deadline will also receive the Early Consent Amount on the Settlement Date.
The Dealer Managers
Merrill Lynch International Nedbank Limited, London Branch
2 King Edward Street 1st Floor
London EC1A 1HQ Millennium Bridge House
United Kingdom 2 Lambeth Hill
Telephone: +44 20 7996 5420 London EC4V 4GG
Attention: Liability Management Telephone: +44 20 7002 3420
Group Attention: Head of Legal and Head
Email: DG.LM_EMEA@baml.com of Compliance
Email:
liability.management@nedbank.co.uk
The Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: + 44 20 7704 0880
Attention: David Shilson
Email: oldmutual@lucid-is.com
DISCLAIMER This announcement must be read in conjunction with the Tender
Offer and Solicitation Memorandum. No offer or invitation to acquire any
securities is being made pursuant to this announcement. The distribution of
this announcement and the Tender Offer and Solicitation Memorandum in
certain jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer and Solicitation
Memorandum comes are required by each of the Company, the Dealer Managers
and the Tender Agent to inform themselves about, and to observe, any such
restrictions.
Enquiries
External communications
Patrick Bowes UK +44 20 7002 7440
Investor relations
Dominic Lagan UK +44 20 7002 7190
Sizwe Ndlovu SA +27 11 217 1163
Media
William Baldwin-Charles +44 20 7002 7133
+44 7834 524833
Sponsor:
Merrill Lynch South Africa (Pty) Ltd
Joint Sponsor:
Nedbank Corporate and Investment Banking
Notes to Editors
Old Mutual provides investment, savings, insurance and banking services to
18.9 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.
Old Mutual has announced a strategy of managed separation, which will
entail separating its four businesses into standalone entities. The four
businesses are:
Old Mutual Emerging Markets: An African financial services leader,
providing long-term savings, protection, investment and lending to retail
and corporate customers
Nedbank: Old Mutual owns a 54% stake in Nedbank, one of South Africa’s top
four banks, providing wholesale and retail banking, insurance and asset
management for individuals and businesses
Old Mutual Wealth: a leading wealth management business in the UK and
international markets
OM Asset Management: Old Mutual owns 51% in the New York Stock Exchange
listed OM Asset Management which offers a diverse range of investment
strategies and products for institutions, delivered worldwide through seven
US-based boutiques.
For the year ended 31 December 2015, Old Mutual reported an adjusted
operating profit before tax of £1.7 billion and had £304 billion of funds
under management. For further information on Old Mutual plc and the
underlying businesses, please visit the corporate website at
www.oldmutual.com
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