Wrap Text
Old Mutual Announces the Extension and Re-Opening of the Tender Offer for its outstanding Subordinated Notes
OLD MUTUAL PLC
ISIN CODE: GB00B77J0862
JSE SHARE CODE: OML
NSX SHARE CODE: OLM
ISSUER CODE: OLOMOL
Old Mutual
Ref 256/17
09/11/2017
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 THE EXTENSION AND RE-OPENING OF THE ANY-AND-
ALL TENDER OFFER FOR ITS OUTSTANDING £450,000,000 7.875 PER CENT.
SUBORDINATED NOTES DUE 3 NOVEMBER 2025 (ISIN: XS1312138750)
Old Mutual plc (the “Company”) today announces, in the context of the level of tender submissions
received as of the original Tender Expiration Deadline, the extension and re-opening of its invitation to
holders (the “2025 Securityholders”) of its outstanding £450,000,000 7.875 per cent. Subordinated
Notes due 3 November 2025 (the “2025 Securities”) to tender their Securities for purchase by the
Company for cash (the “2025 Offer”), subject 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 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.
Amount of 2025 Securities tendered
As at 4.00 p.m. on Friday, 3 November 2017 (the original Tender Expiration Deadline), £361,292,000
in principal amount of the 2025 Securities had been tendered, representing 80.29% of the aggregate
principal outstanding amount of the 2025 Securities. As such, £88,708,000 of the 2025 Securities are
not currently the subject of Tender Instructions and have either been submitted with Voting-Only
Instructions or have not yet been tendered in the 2025 Offer. The purchase of 2025 Securities pursuant
to the 2025 Offer is subject to the terms and conditions set out in the Tender Offer and Solicitation
Memorandum which includes the passing and implementation of the Extraordinary Resolution to modify
certain restrictions on the purchase of 2025 Securities to permit acceptance by the Company of 2025
Securities validly tendered.
The Company has not made a decision whether to accept valid tenders of 2025 Securities for purchase
pursuant to the 2025 Offer. As soon as reasonably practicable after the meeting at which the 2025
Securityholders will be asked to consider and, if thought fit, pass the Extraordinary Resolution (the
“Meeting”), the Company will announce the result of the Meeting and, if applicable, the implementation
of the Extraordinary Resolution, and its decision whether to accept valid tenders of 2025 Securities for
purchase pursuant to the 2025 Offer.
Extension and Re-opening of the 2025 Offer
As set out in the Tender Offer and Solicitation Memorandum, the Company may at any time, in its sole
and absolute discretion, extend, re-open, amend, waive any condition of or terminate the Offers and/or
the Proposal (other than any amendment to the terms of the Extraordinary Resolution), subject to
applicable law and as provided in the Tender Offer and Solicitation Memorandum.
The Company hereby announces the exercise of its discretion, in accordance with the terms of the 2025
Offer as described in the section entitled “Amendment and Termination” of the Tender Offer and
Solicitation Memorandum, to extend and re-open the 2025 Offer in respect of the 2025 Securities to
provide 2025 Securityholders with further time to submit a valid Tender Instruction if they have not yet
done so or to change any previously submitted Voting-Only Instruction to a Tender Instruction.
For the avoidance of doubt, the cash purchase price payable by the Company on the Settlement Date
for 2025 Securities validly tendered and accepted by it for purchase pursuant to the 2025 Offer remains
125.00 per cent. of the nominal amount of such 2025 Securities.
In order to participate in the extended and re-opened 2025 Offer, 2025 Securityholders who have not
already validly tendered their 2025 Securities for purchase must validly tender their 2025 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 21 November 2017 (the “Re-opened
Tender Expiration Deadline”). All references in the Tender Offer and Solicitation Memorandum to the
Tender Expiration Deadline in relation to the 2025 Offer shall be deemed to refer to the Re-opened
Tender Expiration Deadline.
Any 2025 Securityholder who has submitted a Voting-Only Instruction may revoke any such Voting-
Only Instruction in order to subsequently submit a Tender Instruction. 2025 Securityholders should
contact the Tender Agent at the contact details set out below for further details should they wish to do
so.
For the avoidance of doubt, in accordance with the terms of the 2025 Offer as described in the section
entitled “Revocation Rights” of the Tender Offer and Solicitation Memorandum, the extension and re-
opening of the 2025 Offer shall not be considered materially prejudicial to 2025 Securityholders that
have already tendered 2025 Securities in the 2025 Offer or submitted Voting-Only Instructions in respect
of the Proposal before the announcement of such amendment.
2025 Securityholders should note that the Early Consent Deadline in respect of the Proposal has
passed and is not being extended by the Company. Any 2025 Securityholder submitting a Voting-Only
Instruction after the Early Consent Deadline will not be eligible for the Early Consent Amount.
No action is required to be taken by anyone who tendered their 2025 Securities prior to the original
Tender Expiration Deadline. Such 2025 Securities shall remain blocked in the relevant account at the
relevant Clearing System from the date the relevant tender of Securities was made.
The extension and re-opening of the 2025 Offer shall have no impact on the 2021 Offer, which expired
at 4:00 p.m. (London time) on Friday, 3 November 2017. Results for the 2021 Offer are expected to be
announced as soon as reasonably practicable after the Meeting on Thursday, 23 November 2017.
Revised Indicative Timetable
Date and time Event
(all times are London time)
4:00 p.m. on Tuesday, 21 November Re-opened Tender Expiration Deadline (in respect of the
2017 2025 Securities only) and Consent Expiration Deadline.
4.00 p.m. on Thursday, 23 November Meeting to be held.
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.oldmutualplc.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
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.
Sponsor:
Merrill Lynch South Africa (Pty) Ltd
Joint Sponsor:
Nedbank Corporate and Investment Banking
Date: 09/11/2017 01:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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