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Results of 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 24/18
18 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.
OLD MUTUAL SUBSIDIARY OLD MUTUAL PLC ANNOUNCES RESULTS OF TENDER
OFFERS
Old Mutual notes that its subsidiary, Old Mutual plc, has announced the results of the tender offers (the “Offers”)
in respect of its £500,000,000 8 per cent. Subordinated Notes due 3 June 2021 (of which £340,884,000 is currently
outstanding) (ISIN: XS0632932538) (the “2021 Securities”) and its £450,000,000 7.875 per cent. Subordinated
Notes due 3 November 2025 (of which £60,842,000 is currently outstanding) (ISIN: XS1312138750) (the “2025
Securities” and, together with the 2021 Securities, the “Securities”) today, 18 July 2018.
The tender offers expired at 4:00 p.m., London time, on 17 July 2018.
Old Mutual plc has decided to accept for purchase all Securities validly tendered pursuant to the Offers. Settlement
of the Offers is expected to take place on 19 July 2018, following which the nominal amount of the principal
outstanding of the 2021 Securities shall be £72,102,000 and the nominal amount of the principal outstanding of
the 2025 Securities shall be £44,889,000. Old Mutual plc will deploy approximately £334 million of its available
liquidity in settlement of the Offers.
The premiums paid to incentivise take-up of the Offers will result in a charge to Old Mutual’s consolidated profit
and loss, and a corresponding decrease in its consolidated net asset value, of approximately £14 million (ZAR
248 million, based on a closing ZAR/GBP exchange rate on 17 July 2018 of 17.39). However, there will be no
impact on Old Mutual’s consolidated results from operations, adjusted headline earnings and return on net asset
value, because these key performance indicators exclude the results and net assets of the Residual Old Mutual
plc entities as non-core operations.
The body of Old Mutual plc’s announcement relating to the results of the Offers (as published on the London Stock
Exchange website) is set out below.
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RESULTS OF TENDER OFFERS
Old Mutual plc (the “Company”) hereby announces (i) the results of its any-and-all tender offer for its
£500,000,000 8 per cent. Subordinated Notes due 3 June 2021 (ISIN: XS0632932538) (of which £340,884,000
is currently outstanding) (the “2021 Securities”) and (ii) the results of its any-and-all tender offer for its
£450,000,000 7.875 per cent. Subordinated Notes due 3 November 2025 (ISIN: XS1312138750) (of which
£60,842,000 is currently outstanding) (the “2025 Securities” and, together with the 2021 Securities, the
“Securities”).
On 9 July 2018, the Company announced its invitation to holders of its 2021 Securities (the “2021
Securityholders”) and to holders of its 2025 Securities (the “2025 Securityholders”) to tender their Securities
for purchase by the Company for cash (each an “Offer” and, together, the “Offers”).
The Offers were made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated
9 July 2018 (the “Tender Offer Memorandum”). Capitalised terms used in this announcement but not defined
have the meanings given to them in the Tender Offer Memorandum.
The Offers expired at 4.00 p.m., London time, on 17 July 2018.
Results of the 2021 Offer
The principal amount of 2021 Securities validly tendered by 2021 Securityholders pursuant to the 2021 Offer was
£268,782,000, representing 78.85% of the aggregate principal outstanding amount of the 2021 Securities. The
Company has decided to accept for purchase all 2021 Securities validly tendered pursuant to the 2021 Offer. The
2021 Securities Acceptance Amount is £268,782,000.
Results of the 2025 Offer
The principal amount of 2025 Securities validly tendered by 2025 Securityholders pursuant to the 2025 Offer was
£15,953,000, representing 26.22% of the aggregate principal outstanding amount of the 2025 Securities. The
Company has decided to accept for purchase all 2025 Securities validly tendered pursuant to the 2025 Offer. The
2025 Securities Acceptance Amount is £15,953,000.
Settlement and cancellation
Settlement of the Offers is expected to take place on 19 July 2018 (the “Settlement Date”).
All Securities which are purchased by the Company pursuant to the Offers will forthwith be cancelled. Following
cancellation of such Securities, the aggregate principal amount outstanding of the 2021 Securities shall be
£72,102,000 and the aggregate principal amount outstanding of the 2025 Securities shall be £44,889,000.
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
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. No offer or
invitation to acquire any securities is being made pursuant to this announcement. The distribution of this
announcement and 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.
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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
Joint Sponsor:
Nedbank Corporate and Investment Banking
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.
For further information on Old Mutual, and its underlying businesses, please visit the corporate website at
www.oldmutual.com.
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