Wrap Text
Update On Managed Separation – Second Scheme Of Arrangement Effective And Residual Plc Update
OLD MUTUAL PLC
ISIN CODE: GB00B77J0862
JSE SHARE CODE: OML
NSX SHARE CODE: OLM
ISSUER CODE: OLOMOL
Old Mutual plc
Ref 223/18
26 June 2018
UPDATE ON MANAGED SEPARATION – SECOND SCHEME OF ARRANGEMENT EFFECTIVE AND RESIDUAL PLC UPDATE
Following the announcement by Old Mutual plc regarding, inter alia, the First Scheme becoming
effective, and following the admission of Quilter Shares to the London Stock Exchange and the
Johannesburg Stock Exchange, each on 25 June 2018, Old Mutual plc is pleased to announce that the
Second Scheme of Arrangement became effective at 6.30 p.m. (London time) on 25 June 2018 after
Court approval of the Second Scheme earlier that day. As a result, Old Mutual Limited is now the holding
company of Old Mutual plc.
Following application by Old Mutual plc, it is expected that the UK Listing Authority will cancel the listing
of Old Mutual plc Shares on the premium listing segment of the Official List and the London Stock
Exchange will cancel the trading of Old Mutual plc Shares on the London Stock Exchange's main market
for listed securities, in each case with effect from 8.00 a.m. (London time) today. In addition, it is
expected that Old Mutual plc Shares will be delisted from the Johannesburg Stock Exchange, the
Namibian Stock Exchange, the Zimbabwe Stock Exchange and the Malawi Stock Exchange on 29 June
2018.
Old Mutual plc also expects to announce the admission of, and commencement of unconditional
dealings in, Old Mutual Limited Shares to the Johannesburg Stock Exchange, London Stock Exchange,
the Namibian Stock Exchange, the Zimbabwe Stock Exchange and the Malawi Stock Exchange later
today.
On 30 June 2018, the following directors will step down from the Old Mutual plc Board: Zoe Cruz, Alan
Gillespie, Adiba Ighodaro, Ingrid Johnson, Vassi Naidoo and Patrick O’Sullivan. After 30 June, Mike
Arnold, Danuta Gray, Bruce Hemphill, Trevor Manuel and Roger Marshall will remain members of a
newly constituted Old Mutual plc Board.
Patrick O’Sullivan, Chairman of Old Mutual plc, said: “I would like to thank my colleagues across the
Group for their exceptional hard work in delivering the managed separation of Old Mutual. It has been
an outstanding achievement to deliver the material completion of the managed separation six months
ahead of schedule and on budget.
“Managed separation will unlock further value for shareholders over time. Each of the individual
businesses is well positioned and I look forward to watching them grow and prosper in future years."
“When I joined Old Mutual plc as Chairman in January 2010, I promised that I would leave the
businesses stronger and with attractive prospects in their respective markets. All four companies now
meet these objectives as separate, independent firms.”
Update on development of Residual plc
The development of the Residual plc net asset value continues as set out in the circular published by
Old Mutual on 20 April 2018 (the “Circular”). Estimates of costs are at the upper end of Old Mutual plc’s
public guidance but remain tightly managed. Approximately 98% of the reinsurance obligations of Old
Mutual Bermuda Reinsurance (“OMBRE”) have now expired. The remainder of capital in OMBRE may
be released to OM Group (UK) Limited and, in turn, to Old Mutual plc at a future stage subject to
regulatory approval. Based on the anticipated developments to Residual plc set out in the Old Mutual
plc 2017 Annual Results and on the information announced today and yesterday, 25 June 2018, our
current best estimate of the economic value of Residual plc is c.£400 million. This estimate may change
over time.
On the Second Scheme becoming effective, Old Mutual plc’s pre-existing capital management policy
expired and Old Mutual Limited’s capital management policy became effective. Old Mutual plc has also
ceased to be a regulated entity for the purposes of EU solvency capital calculations. Old Mutual Limited
will remain subject, inter alia, to the undertaking to the UK Court as described in the announcement
dated 20 June 2018 in respect of Old Mutual plc. Any potential transfer by Old Mutual plc will need to
take into account, inter alia, the developments and future assessments by the Board of Old Mutual plc,
at such a point in time, of liabilities and contingent liabilities and in line with its fiduciary duties.
BofA Merrill Lynch is acting as joint financial adviser and sponsor to Old Mutual in connection with the
managed separation.
Rothschild is acting as independent financial adviser to Old Mutual on its managed separation.
Enquiries
External communications
Patrick Bowes +44 20 7002 7440
Investor relations
Dominic Lagan (Old Mutual plc) +44 20 7002 7190
Media
William Baldwin-Charles +44 20 7002 7133
+44 7834 524833
Notes to Editors
About Old Mutual plc
Old Mutual plc was, until the Second Scheme became effective, 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. All these businesses are now independent.
BrightSphere Investment Group, a US based institutional asset manager, which rebranded from OM Asset
Management in March 2018,
Quilter: Quilter (formerly Old Mutual Wealth) is a leader in the UK and in selected offshore markets in wealth
management, providing advice-led investment solutions and investment platforms to over 900,000 customers,
principally in the affluent market segment.
OML (which includes Old Mutual Emerging Markets, Old Mutual plc and c.54% of Nedbank): OML has an
ambition to become a premium financial services group in sub-Saharan Africa and offers a broad spectrum of
financial solutions to retail and corporate customers across key market segments in 17 countries.
Nedbank: Nedbank ranks as a top-5 bank by capital on the African continent and Ecobank, in which Nedbank
maintains a 21.2% shareholding, ranks within the top-10 banks by assets on the African continent.
References to Residual plc are in respect of those operations reported as Residual plc including the legal entity
Old Mutual plc, after the effectiveness of the Second Scheme, and subsidiaries or business units of Old Mutual plc
such as Old Mutual Bermuda, OMGUK and its subsidiaries, Old Mutual Business Services Limited and Fairbairn
Investments (UK) Limited
For the year ended 31 December 2017, Old Mutual reported an adjusted operating profit before tax of £2.0 billion.
For further information on Old Mutual plc and the underlying businesses, please visit the corporate website at
www.oldmutualplc.com.
FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements with respect to certain of Old Mutual plc's, Quilter's and
Old Mutual Limited's plans and their current goals and expectations relating to the execution of managed
separation. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future
events and circumstances which are beyond Old Mutual plc's, Quilter's and Old Mutual Limited's control, including
amongst other things, those set out in the circular published by Old Mutual plc on 20 April 2018 (the “Circular”), the
pre-listing statement published by Old Mutual Limited on 20 April 2018 (the “OML PLS”) and the prospectus
published by Quilter on 20 April 2018 (the “Quilter Prospectus”). As a result, the execution of Managed Separation
may differ materially from the forward-looking statements set forth in this announcement. These forward-looking
statements speak only as of the date on which they are made. Old Mutual plc, Quilter and OML expressly disclaim
any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
contained in this announcement or any other forward-looking statements they may make.
IMPORTANT INFORMATION
This announcement is not an offer to sell, or a solicitation of an offer to purchase, securities in the United States or
in any other jurisdiction.
The securities to which these materials relate have not been and will not be registered under the US Securities Act
of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdictions of the United
States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. There will be no public offering of the securities
in the United States. The securities to be issued in connection with the schemes are expected to be issued in
reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10).
The release, publication or distribution of this announcement, the Circular, the OML PLS and the Quilter Prospectus
in jurisdictions other than South Africa, the United Kingdom, Malawi, Namibia and Zimbabwe may be restricted by
law and therefore persons in whose possession any of this announcement, the Circular, the OML PLS and the
Quilter Prospectus comes should inform themselves about, and observe, any such applicable restrictions or
requirements. Any failure to comply with such restrictions or requirements may constitute a violation of the
securities laws and regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the
companies involved in the Proposals to finalise the managed separation disclaim any responsibility or liability for
the violation of such restrictions or requirements by any person.
This announcement does not comprise a prospectus or a prospectus equivalent document. Neither this
announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction.
The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a)
of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ("FAIS Act") and
should not be construed as an express or implied recommendation, guide or proposal that any particular transaction
in respect of any securities or in relation to the business or future investments of Old Mutual plc, OML or Quilter is
appropriate to the particular investment objectives, financial situations or needs of a prospective investor. Nothing
in this announcement should be construed as constituting the canvassing for, or marketing or advertising of,
financial services in South Africa, the United Kingdom, Malawi, Namibia, Zimbabwe or any other jurisdiction.
N M Rothschild & Sons Limited (“Rothschild”), which is authorised and regulated in the United Kingdom by the
FCA, is acting as joint financial adviser to Old Mutual plc and for no one else in relation to the Global Offer and will
not be responsible to anyone other than Old Mutual plc for providing the protections afforded to clients of
Rothschild, nor for providing advice in relation to the Global Offer or any other matter or arrangement referred to in
this document. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under
the FSMA or the regulatory regime established thereunder.
Merrill Lynch International (“BofA Merrill Lynch”), which is authorised by the Prudential Regulation Authority and
regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting as joint financial
adviser and sponsor to Old Mutual plc and for no one else in relation to the managed separation and will not be
responsible to anyone other than Old Mutual plc for providing the protections afforded to clients of BofA Merrill
Lynch, nor for providing advice in relation to the managed separation or any other matter or arrangement referred
to in this document. This statement does not seek to limit or exclude responsibilities or liabilities which may arise
under the FSMA or the regulatory regime established thereunder.
Sponsor:
Merrill Lynch South Africa (Pty) Ltd
Joint Sponsor:
Nedbank Corporate and Investment Banking
Date: 26/06/2018 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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