Wrap Text
OML Tender Offer
Old Mutual Limited
Incorporated in the Republic of South Africa
Registration number: 2017/235138/06
ISIN: ZAE000255360
JSE Share Code: OMU
NSX Share Code: OMM
("Old Mutual")
Ref 23/18
09 July 2018
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 SUBSIDIARY OLD MUTUAL PLC LAUNCHES TENDER OFFERS IN RESPECT OF ITS
OUTSTANDING £500,000,000 8 PER CENT. SUBORDINATED NOTES DUE 3 JUNE 2021 AND ITS
OUTSTANDING £450,000,000 7.875 PER CENT. SUBORDINATED NOTES DUE 3 NOVEMBER 2025
Old Mutual notes that its subsidiary, Old Mutual plc, has announced the launch of tender offers in respect of its
outstanding £500,000,000 8 per cent. Subordinated Notes due 3 June 2021 (of which £340,884,000 is currently
outstanding) (XS0632932538) and its outstanding £450,000,000 7.875 per cent. Subordinated Notes due 3
November 2025 (of which £60,842,000 is currently outstanding) (XS1312138750) today, 9 July 2018.
The purpose of the tender offers is to utilise available liquidity to manage Old Mutual plc’s debt maturity profile
by reducing outstanding indebtedness and to reduce interest costs.
The body of the Old Mutual plc announcement (as published on the London Stock Exchange website) is set out
below.
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OLD MUTUAL PLC ANNOUNCES TENDER OFFER FOR ITS OUTSTANDING £500,000,000 8 PER CENT.
SUBORDINATED NOTES DUE 3 JUNE 2021 (THE “2021 SECURITIES”) AND 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”)
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 (of which £340,884,000 is currently
outstanding) (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 (of which £60,842,000 is currently outstanding) (the “2025 Securities” and, together with the
2021 Securities, the “Securities”) to tender any and all of their Securities for purchase by the Company for cash
(each an “Offer” and, together, the “Offers”), subject, in each case, to the terms and conditions set out in the
Tender Offer Memorandum dated 9 July 2018 (the “Tender Offer Memorandum”) including the offer and
distribution restrictions described below.
Copies of the Tender Offer 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 Memorandum.
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ISIN/ Outstanding
Description of the Amount subject
Common nominal Purchase Price
Securities to the Offers
Code amount
£500,000,000 8 per XS063293253 £340,884,000 116 per cent. of
cent. Subordinated 8 / 063293253 the nominal
Notes due 3 June amount of the
2021 2021 Securities
Any and all
£450,000,000 7.875 XS131213875 £60,842,000 121 per cent. of
per cent. 0 / 131213875 the nominal
Subordinated Notes amount of the
due 3 November 2025 Securities
2025
Rationale for the Offers
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.
The 2021 Securities and 2025 Securities are each rated Ba2 by Moody’s Investors Services Limited (“Moody’s”)
and BB by Fitch Ratings Limited (“Fitch”). The Issuer intends to request that each of Moody’s and Fitch withdraw
their ratings on each Series of Securities and on the Issuer itself shortly after the date of the Tender Offer
Memorandum. The Offers provide liquidity to Securityholders in the context of such withdrawal.
Details of the Offers
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 17 July 2018 (the “Tender Expiration Deadline”).
2021 Securities
The Company will pay, on the Settlement Date, a cash purchase price (the “2021 Purchase Price”) equal to 116
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 all 2021 Securities validly tendered for purchase pursuant to the
2021 Offer.
2025 Securities
The Company will pay, on the Settlement Date, a cash purchase price (the “2025 Purchase Price” and, together
with the 2021 Purchase Price, the “Purchase Prices”, and each a “Purchase Price”) equal to 121 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.
Announcements
The Company will announce its decision whether to accept valid tenders of Securities for purchase pursuant to
the Offers and, if so accepted, the 2021 Securities Acceptance Amount and the 2025 Securities Acceptance
Amount, as soon as reasonably practicable on the Business Day immediately following the Tender Expiration
Deadline.
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Managed Separation Announcements
Securityholders’ attention is drawn to the information contained in the recent announcements in respect of the
Company including those dated 20 June 2018 and 26 June 2018 which can be found at
https://www.londonstockexchange.com, regarding the sanction and effectiveness of the first and second schemes
of arrangement in relation to the managed separation process. Such announcements include details of the
Company providing an undertaking to the UK Court that it will continue to hold sufficient assets to meet its liabilities
to creditors and contingent creditors as at the effective date of the Demerger Reduction of Capital (as defined in
the 20 June 2018 announcement), plus headroom of 10 per cent. surplus assets in excess of such liabilities and
also includes details as to the composition of such assets. Under the terms of the undertaking, the Company may
recalculate the amount of its liabilities on a quarterly basis commencing 1 October 2018 and, subject to it retaining
sufficient assets in excess of 110 per cent. of the Company’s liabilities to creditors and contingent creditors as at
the effective date of the Demerger Reduction of Capital, will be permitted to deal with any surplus assets as it
sees fit.
General
Under the Offers, all Tender Instructions will be irrevocable except in the limited circumstances described in the
Tender Offer Memorandum.
Indicative Timetable
Date and time Event
(all times are London time)
9 July 2018 Commencement of the Offers.
17 July 2018 4.00 p.m. Tender Expiration Deadline.
As soon as reasonably practicable on Announcement of whether the Company will accept
the Business Day immediately following valid tenders of Securities pursuant to either or both
the Tender Expiration Deadline Offers and, if so accepted, (i) the 2021 Securities
Acceptance Amount, (ii) the 2025 Securities
Acceptance Amount, and (iii) the expected Settlement
Date.
19 July 2018 Expected Settlement Date.
Payment of the relevant Purchase Price and relevant
Accrued Interest Payment for the Securities accepted
for purchase pursuant to the Offers.
Subject to applicable law and as provided in the Tender Offer Memorandum, the Company may, in its sole and
absolute discretion, extend, re-open, amend, waive any condition of or terminate an Offer 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.
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 before the deadlines specified above. The deadlines set by any
such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than
the relevant deadlines above.
Subject as provided in the Tender Offer Memorandum, the Settlement Date for the Offers may be earlier or later
than the above date and could be different. The Company will confirm the final Settlement Date at the same time
as the announcement of the results of the Offers.
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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 for any other reason.
Unless stated otherwise, announcements in connection with the Offers 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 Memorandum for full details of and
information on the procedures for participating in the Offers.
Requests for information in relation to the Offers 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 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 Memorandum.
This announcement and the Tender Offer Memorandum contain important information which should be read
carefully before any decision is made with respect to an Offer. If any Securityholder is in any doubt as to the action
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. None of the Dealer
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Managers, the Tender Agent or the Company makes any recommendation as to whether Securityholders should
tender Securities in the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer 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 Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement and/or the Tender Offer 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 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 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.
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United Kingdom: The communication of this announcement, the Tender Offer 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”).
None of this announcement, the Tender Offer Memorandum or 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 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.
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Enquiries
Investor Relations
Nwabisa Piki T: +27 (11) 217 1951
M: +27 (0)83 846 1474
E: npiki@oldmutual.com
Communications:
Tabby Tsengiwe T: +27 (11) 217 1953
M: +27 (0)60 547 4947
E: ttsengiwe@oldmutual.com
JSE Sponsor:
Merrill Lynch South Africa (Pty) Limited
Notes to Editors
About Old Mutual Limited
Old Mutual is a premium African financial services group that offers a broad spectrum of financial solutions to
retail and corporate customers across key markets segments in 17 countries. Old Mutual's primary operations
are in South Africa and the rest of Africa, and it has niche businesses in Latin America and Asia. With over 170
years of heritage across sub-Saharan Africa, we are a crucial part of the communities we serve and broader
society on the continent.
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For further information on Old Mutual, and its underlying businesses, please visit the corporate website at
www.oldmutual.com.
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Date: 09/07/2018 09:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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