Wrap Text
Old Mutual Plc announces a Tender Offer and Proposal for its outstanding Securities
OLD MUTUAL PLC
ISIN CODE: GB00B77J0862
JSE SHARE CODE: OML
NSX SHARE CODE: OLM
ISSUER CODE: OLOMOL
Old Mutual plc
Ref 235/17
25/10/2017
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 (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW).
OLD MUTUAL PLC ANNOUNCES (I) ANY-AND-ALL TENDER OFFER AND PROPOSAL FOR
ITS OUTSTANDING £450,000,000 7.875 PER CENT. SUBORDINATED NOTES DUE 3
NOVEMBER 2025 (THE “2025 SECURITIES”) AND (II) TENDER OFFER FOR ITS
OUTSTANDING £500,000,000 8 PER CENT. SUBORDINATED NOTES DUE 3 JUNE 2021 (THE
“2021 SECURITIES” AND, TOGETHER WITH THE 2025 SECURITIES, THE “SECURITIES”)
Old Mutual plc (the “Company”) today announces its invitations to holders (the “2021
Securityholders”) of its outstanding £500,000,000 8 per cent. Subordinated Notes due 3 June 2021
(the “2021 Securities”) and to holders (the “2025 Securityholders” and, together with the 2021
Securityholders, the “Securityholders”) of its outstanding £450,000,000 7.875 per cent. Subordinated
Notes due 3 November 2025 (the “2025 Securities” and, together with the 2021 Securities, the
“Securities”) to tender their Securities for purchase by the Company for cash (each an “Offer” and,
together, the “Offers”) and, in respect of the 2025 Securityholders only, to approve certain modifications
to the terms and conditions of the 2025 Securities to modify certain restrictions on the purchase of 2025
Securities by the Company to permit acceptance by the Company of 2025 Securities validly tendered
(the “Proposal”), subject, in each case, to the terms and conditions set out in the Tender Offer and
Solicitation Memorandum dated 25 October 2017 (the “Tender Offer and Solicitation Memorandum”)
including, in the case of the Offers, the offer and distribution restrictions described below and set out
more fully in the Tender Offer and Solicitation Memorandum.
Copies of the Tender Offer and Solicitation Memorandum are available from the Tender Agent as set
out below. Capitalised terms used in this announcement but not defined have the meanings given to
them in the Tender Offer and Solicitation Memorandum.
Description of ISIN/ Outstanding Purchase Early Consent Priority Purchase funds available(2) for
the securities Common nominal Price(1) Amount(1) level the relevant Offer
Code amount
£450,000,000 XS131213875 £450,000,000 125.00 per 0.25 per cent. of 1 Not applicable – the Company
7.875 per cent. 0 / 131213875 cent. of the the nominal shall purchase any and all 2025
Subordinated nominal amount of the Securities if it decides to accept
Notes due 3 amount of 2025 Securities any 2025 Securities for purchase
November 2025 the 2025 pursuant to the 2025 Offer(3)
Securities
£500,000,000 8 XS063293253 £500,000,000 118.50 per Not applicable 2 £560,000,000 (or such greater or
per cent. 8 / 063293253 cent. of the lesser amount as the Company
Subordinated nominal may determine, in its sole
Notes due 3 June amount of discretion) less the Total Amount
2021 the 2021 Payable by the Company for the
Securities 2025 Securities accepted for
purchase pursuant to the 2025
Offer
Rationale for the Offers and the Proposal
The 2025 Offer is conditional upon the implementation of the Proposal. The terms and conditions of the
2025 Securities do not currently permit the purchase by the Company of such Securities before 3
November 2020 (the fifth anniversary of the date of issue of the 2025 Securities), other than by a
redemption or purchase funded out of the proceeds of a new issuance of capital of at least the same
quality as the 2025 Securities and permitted by the Relevant Rules (as defined in the 2025 Conditions).
The Company therefore wishes to undertake the Proposal to amend such restriction to permit
completion of the 2025 Offer and to otherwise bring certain of the provisions of Condition 7(f) in line
with current (market) standard.
The Company has sought and obtained the non-objection of the Prudential Regulation Authority (the
“PRA”) to the amendments to such restriction in the 2025 Conditions pursuant to the Proposal. This
non-objection has been granted by the PRA solely in the specific and narrow circumstances of the
ongoing Managed Separation of the Old Mutual Group, which create a situation under which the PRA
is willing to provide its non-objection to such amendments to the 2025 Conditions and subject to the
2025 Securities being immediately de-recognised in full as regulatory capital on the Company’s
announcement of its acceptance of valid tenders of 2025 Securities pursuant to the Offers and the
implementation of the Proposal.
Noting the non-objection of the PRA, in the context of Managed Separation, the purpose of the Offers
is to utilise available liquidity to manage the Company’s debt maturity profile by reducing outstanding
indebtedness and to reduce interest costs. In addition, the Offers will provide liquidity to relevant
Securityholders.
Details of the Offers
1 For the avoidance of doubt, a 2025 Securityholder who validly submits a Tender Instruction shall not be eligible to submit a
Voting-Only Instruction in relation to the 2025 Securities which are the subject of such Tender Instruction or receive the Early
Consent Amount and a 2025 Securityholder who validly submits a Voting-Only Instruction shall not be eligible to submit a
Tender Instruction in relation to the 2025 Securities which are the subject of such Voting-Only Instruction or receive the 2025
Purchase Price and relevant Accrued Interest Payment.
2 Excluding Accrued Interest Payments, as further described in the Tender Offer and Solicitation Memorandum.
3 Acceptance of any 2025 Securities for purchase pursuant to the 2025 Offer is subject to, inter alia, the passing and
implementation of the Extraordinary Resolution pursuant to the Proposal.
In order to participate in the Offers, Securityholders must validly tender their Securities for purchase by
delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by
the Tender Agent by 4.00 p.m. (London time) on 3 November 2017 (the “Tender Expiration Deadline”).
2025 Securities
The Company will pay, on the Settlement Date, a cash purchase price (the “2025 Purchase Price”)
equal to 125.00 per cent. of the nominal amount of the 2025 Securities validly tendered and accepted
by it for purchase pursuant to the 2025 Offer and the relevant Accrued Interest Payment.
If the Company decides to accept any 2025 Securities validly tendered for purchase pursuant to the
2025 Offer, the Company proposes to accept for purchase all 2025 Securities validly tendered for
purchase pursuant to the 2025 Offer.
The purchase of Securities pursuant to the Offers is subject to the terms and conditions set out in the
Tender Offer and Solicitation Memorandum which, in respect of the 2025 Securities, includes the
passing and implementation of the Extraordinary Resolution pursuant to the Proposal, as more fully set
out below and in the Tender Offer and Solicitation Memorandum.
By tendering Securities in the 2025 Offer, 2025 Securityholders will automatically instruct the
Principal Paying Agent to appoint one or more representatives of the Tender Agent as their
proxy to vote in favour of the Extraordinary Resolution at the Meeting. It will not be possible to
validly tender Securities in the 2025 Offer without at the same time giving such instructions to
the Principal Paying Agent.
To be eligible for the 2025 Purchase Price and the relevant Accrued Interest Payment, 2025
Securityholders who tender their Securities must not attend, or seek to attend, the Meeting in person or
make any other arrangements to be represented at the Meeting (other than by way of the relevant
Tender Instruction(s)). Any such 2025 Securityholder that separately seeks to appoint a proxy to vote
at the Meeting on its behalf or attends the Meeting in person or makes other arrangements to be
represented at the Meeting (other than by way of the relevant Tender Instruction(s)) will not be eligible
for the 2025 Purchase Price or the relevant Accrued Interest Payment, irrespective of whether such
2025 Securityholder has delivered a Tender Instruction or such other arrangements are made by the
above deadlines.
For the avoidance of doubt, a 2025 Securityholder who validly submits a Tender Instruction shall not
be eligible to submit a Voting-Only Instruction in relation to the 2025 Securities which are the subject of
such Tender Instruction or receive the Early Consent Amount, and a 2025 Securityholder who validly
submits a Voting-Only Instruction shall not be eligible to submit a Tender Instruction in relation to the
2025 Securities which are the subject of such Voting-Only Instruction or receive the 2025 Purchase
Price and relevant Accrued Interest Payment, all as more fully set out below and in the Tender Offer
and Solicitation Memorandum.
2021 Securities
The Company will pay on the Settlement Date a cash purchase price (the “2021 Purchase Price” and,
together with the 2025 Purchase Price, the “Purchase Prices”, and each a “Purchase Price”) equal to
118.50 per cent. of the nominal amount of the 2021 Securities validly tendered and accepted by it for
purchase pursuant to the 2021 Offer and the relevant Accrued Interest Payment.
If the Company decides to accept any 2021 Securities validly tendered for purchase pursuant to the
2021 Offer, the Company proposes to accept for purchase 2021 Securities for aggregate consideration
(excluding all Accrued Interest Payments in respect of such 2021 Securities) of up to £560,000,000, or
such greater or lesser amount as the Company may determine in its sole discretion, minus the total
amount (excluding all Accrued Interest Payments in respect of such 2025 Securities) that would be
payable by the Company for all 2025 Securities accepted for purchase pursuant to the 2025 Offer (such
final cash amount that is available for the 2021 Offer, the “Total 2021 Securities Purchase Funds
Available”).
Pro-Ration
The aggregate nominal amount (if any) of the 2021 Securities validly tendered pursuant to the 2021
Offer that the Company determines, in its sole discretion, that it will accept for purchase (the “2021
Securities Acceptance Amount”) will be such that the aggregate amount (excluding all Accrued
Interest Payments in respect of such 2021 Securities) that would be payable by the Company for all
2021 Securities accepted for purchase pursuant to the 2021 Offer would not exceed the Total 2021
Securities Purchase Funds Available. If the aggregate nominal amount of 2021 Securities validly
tendered for purchase pursuant to the 2021 Offer is greater than the 2021 Securities Acceptance
Amount, the Company intends to accept for purchase 2021 Securities on a pro-rata basis as more fully
described in the Tender Offer and Solicitation Memorandum.
Details of the Proposal
The Company is inviting the holders of the 2025 Securities to approve, by way of Extraordinary
Resolution, certain modifications to the terms and conditions of the 2025 Securities (the “2025
Conditions”) to modify the restriction on the ability of the Company to redeem or purchase any and all
of the 2025 Securities prior to the fifth anniversary of their issue unless certain conditions are met, which
is set out in Condition 7(f) of the 2025 Conditions. The modifications proposed to the 2025 Conditions
pursuant to the Proposal are as follows:
“(f) Condition to Redemption, Substitution, Variation or Purchase
Prior to any notice of redemption before the Maturity Date or any substitution, variation or purchase of
the Notes, the Issuer will be required to have complied with regulatory rules on notification to, or consent
from (in each case, if and to the extent then required under the prevailing Relevant Rulesapplicable),
the Relevant Regulator and such redemption, substitution, variation or purchase shall be otherwise
permitted under the Relevant Rules applicable to it from time to time. A certificate from any two
Authorised Signatories of the Issuer confirming such compliance shall be conclusive evidence of such
compliance.
In the case of a redemption or purchase of the Notes that is within five years of the Issue Date:
(i) pursuant to Conditions 7(b), (c) or (e) only, the Issuer shall deliver to the Trustee a
certificate signed by two Authorised Signatories stating that it would have been reasonable
for the Issuer to conclude, judged at the time of the issue of the Notes, that the circumstance
entitling the Issuer to exercise the right of redemption was unlikely to occur. Such certificate
shall be conclusive evidence of the matters stated herein and shall be treated and accepted
by the Issuer, the Trustee, the holders of the Notes and the Coupons relating to them and
all other interested parties as correct and sufficient evidence thereof and the Trustee shall
rely on such certificate without liability to any person; and
(ii) such redemption or purchase shall be funded (to the extent then required by the Relevant
Regulator pursuant to the Relevant Rules) out of the proceeds of a new issuance of capital
of at least the same quality as the Notes and shall be otherwise permitted under the
Relevant Rules.
Notwithstanding the provisions of Condition 7(f)(ii) above, any Notes redeemed or purchased at the
discretion of the Issuer pursuant to the tender offer for the Notes launched on 25 October 2017 need
not be funded out of the proceeds of a new issuance of capital of at least the same quality as the Notes.”
2025 Securityholders should refer to the Notice and the draft Supplemental Trust Deed for full details
of the manner in which the 2025 Conditions will be modified as referred to above.
The acceptance for purchase by the Company of 2025 Securities validly tendered in the 2025 Offer is
subject to, inter alia, the Extraordinary Resolution being passed and implemented pursuant to the
Proposal. If passed, the Extraordinary Resolution shall be binding on all 2025 Securityholders, whether
present or not at the Meeting and whether or not voting. The implementation, if passed, of the
Extraordinary Resolution is conditional on the execution by the Company and the Trustee of the
Supplemental Trust Deed.
By tendering Securities in the 2025 Offer, 2025 Securityholders will automatically instruct the
Principal Paying Agent to appoint one or more representatives of the Tender Agent as their
proxy to vote in favour of the Extraordinary Resolution at the Meeting. It will not be possible to
validly tender 2025 Securities in the 2025 Offer without at the same time giving such instructions
to the Principal Paying Agent.
Voting-Only Instructions in relation to the Proposal
Any 2025 Securityholder who does not wish, or who is not able, to tender its 2025 Securities for
purchase pursuant to the 2025 Offer will not receive the 2025 Purchase Price nor the relevant Accrued
Interest Payment, but may be eligible on the terms and conditions set out in the Tender Offer and
Solicitation Memorandum, to the extent permitted by applicable laws and regulations, to receive an
amount of 0.25 per cent. of the nominal amount of such Securities (the “Early Consent Amount”).
In order to participate in the Proposal, 2025 Securityholders must deliver, or arrange to have delivered
on their behalf, a valid Voting-Only Instruction in favour of or against (as specified in the relevant Voting-
Only Instruction) the Proposal that is received by the Tender Agent by the Consent Expiration Deadline.
However, in order to be eligible for the Early Consent Amount, 2025 Securityholders must deliver, or
arrange to have delivered on their behalf, a valid Voting-Only Instruction in favour of the Proposal that
is received by the Tender Agent by the Early Consent Deadline.
Eligibility for the Early Consent Amount is subject in each case to (i) the relevant Voting-Only Instruction
not being subsequently revoked (in the limited circumstances in which such revocation is permitted)
and (ii) such 2025 Securityholder not attending, or seeking to attend, the Meeting in person or making
any other arrangements to be represented at the Meeting (other than by way of the relevant Voting-
Only Instruction in favour of the Proposal). Any 2025 Securityholder that separately seeks to appoint a
proxy to vote at the Meeting on its behalf or attends the Meeting in person or makes other arrangements
to be represented at the Meeting (other than by way of the relevant Voting-Only Instruction in favour of
the Proposal), or who submits a Voting-Only Instruction against the Proposal, will not be eligible for the
Early Consent Amount, irrespective of whether such 2025 Securityholder has delivered a Voting-Only
Instruction in favour of the Proposal or such other arrangements are made by the above deadline.
By submitting a Voting-Only Instruction, 2025 Securityholders will automatically instruct the
Principal Paying Agent to appoint one or more representatives of the Tender Agent as their
proxy to vote in favour of or against (as specified in the relevant Voting-Only Instruction) the
Extraordinary Resolution at the Meeting. It will not be possible to validly submit Voting-Only
Instructions in the Proposal without at the same time giving such instructions to the Principal
Paying Agent.
If a 2025 Securityholder has submitted a Tender Instruction, it cannot submit a Voting-Only Instruction
in relation to the 2025 Securities which are the subject of such Tender Instruction and any such Voting-
Only Instruction will be rejected. For the avoidance of doubt, a 2025 Securityholder who validly submits
a Voting-Only Instruction shall not be eligible to submit a Tender Instruction in relation to the 2025
Securities which are the subject of such Voting-Only Instruction or receive the 2025 Purchase Price and
the relevant Accrued Interest Payment.
Payment of any Early Consent Amount is further conditional on the passing and implementation of the
Extraordinary Resolution and the acceptance for purchase by the Company of the 2025 Securities
validly tendered in the 2025 Offer.
Where payable, the Early Consent Amount will be paid by the Company to relevant 2025
Securityholders on the Settlement Date in the same manner as the payment of the 2025 Purchase Price
and the relevant Accrued Interest Payment is made to eligible Securityholders pursuant to the 2025
Offer.
The Meeting, the Extraordinary Resolution and Implementation of the Proposal
Notice (the “Notice”) of a meeting (the “Meeting”) of the 2025 Securityholders to be held at the offices
of Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom on 23 November 2017 has
been given to 2025 Securityholders in accordance with the 2025 Conditions by delivery of the Notice to
Euroclear and Clearstream, Luxembourg and by publication via RNS and on the website of the
Company at www.oldmutual.com. The Meeting will commence at 4.00 p.m. (London time).
At the Meeting, the 2025 Securityholders will be asked to consider and, if thought fit, pass an
extraordinary resolution as set out in the Notice (the “Extraordinary Resolution”), which will provide,
among other things, for the Trustee to be authorised and requested to concur in and execute the
Supplemental Trust Deed to effect the necessary modifications pursuant to the Extraordinary
Resolution which will implement the Proposal.
The quorum required for the Meeting to consider the Extraordinary Resolution is one or more 2025
Securityholders or proxies present and holding or representing in the aggregate a clear majority of the
nominal amount of the 2025 Securities for the time being outstanding. In the event such quorum is not
present within 15 minutes (or such longer period not exceeding thirty minutes as the chairman of the
Meeting may decide) from the time appointed for the Meeting, the Meeting shall be adjourned until such
date, not less than 13 nor more than 42 clear days later, and at such place as may be appointed by the
chairman of the Meeting and approved by the Trustee. At any such adjourned Meeting one or more
persons present and holding or representing 2025 Securities for the time being outstanding (whatever
the nominal amount of 2025 Securities so held or represented by them) will form a quorum. To be
passed at the Meeting or any adjourned Meeting, the Extraordinary Resolution requires a majority
consisting of not less than three-fourths of the votes cast at the Meeting.
If passed, the Extraordinary Resolution shall be binding on all 2025 Securityholders, whether present
or not at the Meeting and whether or not voting. 2025 Securityholders should refer to the Notice for full
details of the procedures in relation to the Meeting.
Announcements
The Company will announce the result of the Meeting and, if applicable, the implementation of the
Proposal, and its decision whether to accept valid tenders of Securities for purchase pursuant to the
Offers, as soon as reasonably practicable after the Meeting.
General
The acceptance for purchase by the Company of 2025 Securities validly tendered in the 2025 Offer and
payment of the Early Consent Amount pursuant to the Proposal is subject to, inter alia, the Extraordinary
Resolution being passed at the Meeting and implemented. Therefore, if the Meeting is adjourned the
Company expects to choose, in its sole and absolute discretion and without limiting its right to otherwise
extend, re-open, amend, waive any condition of or terminate the Offers and/or the Proposal as provided
in the Tender Offer and Solicitation Memorandum, to amend the terms and conditions of the Offers
and/or the Proposal to provide for the Settlement Date for the Offers and for payment of the Early
Consent Amount in relation to the Proposal to take place after such adjourned Meeting on the same
basis as for the original Meeting (and, for the avoidance of doubt, no such amendment to the Settlement
Date will entitle (i) 2025 Securityholders to revoke any Tender Instructions or Voting-Only Instructions
or (ii) 2021 Securityholders to revoke any Tender Instructions).
Under the Offers and the Proposal, all (i) Tender Instructions and (ii) Voting-Only Instructions will
(subject to applicable law and the provisions of the Trust Deed) be irrevocable except in the limited
circumstances described in the Tender Offer and Solicitation Memorandum.
Indicative Timetable
Date and time Event
(all times are London time)
Wednesday, 25 October 2017 Commencement of the Offers and Announcement of the
Proposal.
4.00 p.m. on Friday, 3 November 2017 Tender Expiration Deadline and Early Consent Deadline.
4:00 p.m. on Tuesday, 21 November Consent Expiration Deadline.
2017
4.00 p.m. on Thursday, 23 November Meeting.
2017
As soon as reasonably practicable after Announcement of (i) the results of the Meeting and, if
the Meeting applicable, the implementation of the Proposal, (ii) in
respect of the 2025 Securities, whether the Company will
accept valid tenders of 2025 Securities pursuant to the
2025 Offer and, if so accepted, the 2025 Securities
Acceptance Amount, (iii) in respect of the 2021 Securities,
whether the Company will accept valid tenders of 2021
Securities pursuant to the 2021 Offer and, if so accepted,
the 2021 Securities Acceptance Amount, (iv) the pro-ration
factor (if applicable) to be applied to valid tenders of 2021
Securities and (v) the expected Settlement Date.
Friday, 24 November 2017 Expected Settlement Date.
Payment of the relevant Purchase Price and relevant
Accrued Interest Payment for the Securities accepted for
purchase pursuant to the Offers and, in respect of the 2025
Securities, the Early Consent Amount the subject of valid
and eligible Voting-Only Instructions.
Subject to applicable law and as provided in the Tender Offer and Solicitation Memorandum, the
Company may, in its sole and absolute discretion, extend, re-open, amend, waive any condition of or
terminate an Offer and/or the Proposal and the above dates and times are subject to the right of the
Company to so extend, re-open, amend, or waive any condition of or terminate the Offers and/or the
Proposal. The acceptance for purchase by the Company of 2025 Securities validly tendered in the 2025
Offer and payment of the Early Consent Amount pursuant to the Proposal is subject to, inter alia, the
Extraordinary Resolution being passed at the Meeting and implemented. Therefore, if the Meeting is
adjourned the Company expects to choose, in its sole and absolute discretion and without limiting its
right to otherwise extend, re-open, amend, waive any condition of or terminate the Offers and/or the
Proposal as provided in the Tender Offer and Solicitation Memorandum, to amend the terms and
conditions of the Offers and/or the Proposal to provide for the Settlement Date for the Offers and for
payment of the Early Consent Amount in relation to the Proposal to take place after such adjourned
Meeting on the same basis as for the original Meeting (and, for the avoidance of doubt, no such
amendment to the Settlement Date will entitle (i) 2025 Securityholders to revoke any Tender Instructions
or Voting-Only Instructions or (ii) 2021 Securityholders to revoke any Tender Instructions).
Securityholders are advised to check with any bank, securities broker or other intermediary through
which they hold Securities when such intermediary would require 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, an Offer or the Proposal before
the deadlines specified above and in the Tender Offer and Solicitation Memorandum. The deadlines
set by any such intermediary and each Clearing System for the submission of Tender
Instructions and Voting-Only Instructions will be earlier than the relevant deadlines above and
in the Tender Offer and Solicitation Memorandum.
Subject as provided in the Tender Offer and Solicitation Memorandum, the Settlement Date for the
Offers and the Proposal may be earlier or later than the above date and could be different. The
Company will confirm the final Settlement Date for the Offers and for payment of the Early Consent
Amount in relation to the Proposal at the same time as the announcement(s) of the results of the Offers
and the Proposal.
The Company is under no obligation to accept any tender of Securities for purchase pursuant to an
Offer. Tenders of Securities for purchase may be rejected in the sole and absolute discretion of the
Company for any reason and the Company is under no obligation to Securityholders to furnish any
reason or justification for refusing to accept a tender of Securities for purchase. For example, tenders
of Securities may be rejected if an Offer is terminated, if any such tender does not in the determination
of the Company comply with the requirements of a particular jurisdiction or if the Company decides not
to accept any tenders of Securities should the Extraordinary Resolution not be passed or for any other
reason.
Unless stated otherwise, announcements in connection with the Offers and the Proposal will be made
(i) by publication via RNS and on the website of the Company at www.oldmutual.com and (ii) by the
delivery of notices to the Clearing Systems for communication to Direct Participants. Such
announcements may also be made on the relevant Reuters Insider Screen and by the issue of a press
release to a Notifying News Service. Copies of all such announcements, notices and press releases
can also be obtained upon request from the Tender Agent.
Securityholders are advised to read carefully the Tender Offer and Solicitation Memorandum for
full details of and information on the procedures for participating in the Offers and the Proposal.
Requests for information in relation to the Offers or the Proposal should be directed to:
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
London EC4V 4GG
Telephone: +44 20 7996 5420
Attention: Liability Management Group Telephone: +44 20 7002 3540
Email: DG.LM_EMEA@baml.com Attention: Head of Legal and Head of
Compliance
Email: liability.management@nedbank.co.uk
Requests for information in relation to the procedures for tendering Securities and participating in the
Offers, and the submission of a Tender Instruction or a Voting-Only Instruction in favour of the Proposal
should be directed to:
The Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: + 44 20 7704 0880
Attention: Thomas Choquet / Arlind Bytyqi
Email: oldmutual@lucid-is.com
DISCLAIMER This announcement must be read in conjunction with the Tender Offer and Solicitation
Memorandum. This announcement and the Tender Offer and Solicitation Memorandum contain
important information which should be read carefully before any decision is made with respect to an
Offer or the Proposal. If any Securityholder is in any doubt as to the action it should take or any 2025
Securityholder is unsure of the impact of the implementation of the Proposal or the Extraordinary
Resolution to be proposed at the Meeting, it is recommended to seek its own financial and legal advice,
including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other
independent financial 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 or intermediary must contact such
entity if it wishes to tender Securities in an Offer or otherwise participate in the Proposal. None of the
Dealer Managers, the Tender Agent, the Trustee or the Company makes any recommendation as to
whether Securityholders should tender Securities in the Offers or otherwise participate in the Proposal.
Neither the Trustee nor any of its directors, officers, employees or affiliates has been involved in the
formulation of this announcement or the Extraordinary Resolution and the Trustee expresses no opinion
and makes no representation as to the merits of the Extraordinary Resolution, the Offers or on whether
Securityholders would be acting in their best interests in approving the Extraordinary Resolution or
participating in an Offer (as applicable), and nothing in this announcement or the Notice should be
construed as a recommendation to Securityholders from the Trustee to vote in favour of, or against, the
Extraordinary Resolution or to participate in either Offer. Securityholders should take their own
independent financial and legal advice on the merits and on the consequences of voting in favour of, or
against, the Extraordinary Resolution, including as to any tax consequences. The Trustee has not
reviewed, nor will it be reviewing, any documents relating to the Offers and/or the Proposal, except the
Notice and the Supplemental Trust Deed. Neither the Trustee nor any of its directors, officers,
employees or affiliates has verified, or assumes any responsibility for the accuracy or completeness of,
any of the information concerning the Offers, the Proposal, the Company or the factual statements
contained in, or the effect or effectiveness of, the Tender Offer and Solicitation Memorandum, the Notice
or any other documents referred to in the Tender Offer and Solicitation Memorandum or assumes any
responsibility for any failure by the Company to disclose events that may have occurred and may affect
the significance or accuracy of such information or the terms of any amendment (if any) to the Offers or
the Proposal. On the basis of the information set out in the Tender Offer and Solicitation Memorandum
and the Notice, the Trustee has, however, authorised it to be stated that the Trustee has no objection
to the Extraordinary Resolution being put to Securityholders for their consideration.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer and Solicitation Memorandum constitutes an offer to
buy or the solicitation of an offer to sell Securities (and tenders of Securities for purchase pursuant to
the Offers will not be accepted from Securityholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the
Offers to be made by a licensed broker or dealer and either Dealer Manager or any of their respective
affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be
made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such
jurisdiction.
The distribution of this announcement and/or 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.
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 or to any U.S. Person (as defined
in Regulation S of the United States Securities Act of 1933, as amended (each a “U.S. Person”)). This
includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and
other forms of electronic communication. Accordingly, copies of this announcement, the Tender Offer
and Solicitation 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
U.S. Person and the Securities cannot be tendered in the Offers by any such use, means,
instrumentality or facility or from or within or by persons located or resident in the United States or by,
or by any person acting for the account or benefit of, a U.S. Person. Any purported tender of Securities
in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any
purported tender of Securities made by, or by any person acting for the account or benefit of, a U.S.
Person or by a person located in the United States or any agent, fiduciary or other intermediary acting
on a non-discretionary basis for a principal giving instructions from within the United States will be
invalid and will not be accepted.
Each holder of Securities participating in the Offers will represent that it is not a U.S. Person, it is not
located in the United States and is not participating in the Offers 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 the Offers 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 (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
Italy: None of the Offers, this announcement, the Tender Offer and Solicitation Memorandum or any
other documents or materials relating to the Offers have been submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and
regulations. The Offers are being carried out in the Republic of Italy (“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 (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No.
11971 of 14 May 1999, as amended. Accordingly, Securityholders or beneficial owners of the Securities
that are located or resident in Italy can tender Securities for purchase pursuant to 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.
United Kingdom: The communication of this announcement, the Tender Offer and Solicitation
Memorandum and any other documents or materials relating to the Offers are 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. 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 as a financial promotion is only being
made to those persons in the United Kingdom falling within the definition of investment professionals
(as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Financial Promotion Order”)) or persons who are within Article 43(2) of the Financial
Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial
Promotion Order.
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 and Solicitation 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, in each case acting
on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-
1 of the French Code Monétaire et Financier, are eligible to participate in the Offers. This
announcement, the Tender Offer and Solicitation Memorandum and any other document or material
relating to the Offers have not been and will not be submitted for clearance to nor approved by the
Autorité des Marchés Financiers.
THIS ANNOUNCEMENT IS RELEASED BY OLD MUTUAL PLC AND CONTAINS INFORMATION IN
RELATION TO THE SECURITIES THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION
(EU) 596/2014 (MAR), ENCOMPASSING INFORMATION RELATING TO THE OFFERS AND
PROPOSALS DESCRIBED ABOVE. FOR THE PURPOSES OF MAR AND ARTICLE 2 OF
COMMISSION IMPLEMENTING REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE
BY COLIN CAMPBELL, COMPANY SECRETARY, FOR OLD MUTUAL PLC.
Enquiries
External communications
Patrick Bowes +44 20 7002 7440
Investor relations
Dominic Lagan (Old Mutual plc) +44 20 7002 7190
John-Paul Crutchley (Old Mutual Wealth) +44 20 7002 7016
Nwabisa Piki (Old Mutual Emerging Markets) +27 11 217 1951
Media
William Baldwin-Charles +44 20 7002 7133
+44 7834 524833
Lead Sponsor:
Merrill Lynch South Africa (Pty) Ltd
Joint Sponsor:
Nedbank Corporate and Investment Banking
Notes to Editors
About Old Mutual plc
Old Mutual plc is a holding company for several financial services companies. In March 2016, it announced a new
strategy of managed separation entailing the separation of its underlying businesses into independently-listed,
standalone entities.
The managed separation strategy seeks to preserve and release the value currently trapped within the group
structure. The managed separation will be materially complete by the end of 2018.
OM Asset Management, a US based institutional asset manager, is now independent from Old Mutual. The
remaining underlying businesses are:
Old Mutual Emerging Markets: A South African based leading provider of financial services in sub-Saharan
Africa.
Nedbank: One of South Africa’s our largest banks, with a 20% stake in pan-African Ecobank Transational Inc.
Old Mutual Wealth: a leading, integrated, advice-led wealth management business focused on the UK upper and
middle market.
For the year ended 31 December 2016, Old Mutual reported an adjusted operating profit before tax of £1.7 billion
and had £395 billion of funds under management. For further information on Old Mutual plc and the underlying
businesses, please visit the corporate website at www.oldmutualplc.com.
Date: 25/10/2017 10:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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