Wrap Text
Old Mutual PLC Outstanding Subordinated Notes
Old Mutual Limited
Incorporated in the Republic of South Africa
Registration number: 2017/235138/06
ISIN: ZAE000255360
LEI: 213800MON84ZWWPQCN47
JSE Share Code: OMU
NSX Share Code: OMM
("Old Mutual")
Ref 51_18
26 September 2018
NOT FOR DISTRIBUTION INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR
TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE “DISTRIBUTION
RESTRICTIONS” BELOW).
OLD MUTUAL SUBSIDIARY OLD MUTUAL PLC ANNOUNCES THE LAUNCH OF ITS INVITATIONS TO
THE HOLDERS 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 TO APPROVE BY WAY OF EXTRAORDINARY RESOLUTION CERTAIN
MODIFICATIONS TO THE TERMS AND CONDITIONS OF THE RELEVANT SERIES AND THE RELEVANT
TRUST DEED CONSTITUTING THE RELEVANT SERIES
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 INVITATIONS TO THE HOLDERS OF ITS OUTSTAN DI NG
£500,000, 000 8 PER CENT. SUBORDI NATE D NOTES DUE 3 JUNE 2021 AND ITS OUTSTAN DI NG
£450,000, 000 7.875 PER CENT. SUBORDINATED NOTES DUE 3 NOVEMBER 2025 TO APPROV E
BY WAY OF EXTRAORDI NARY RESOLUTION CERTAIN MODIFICATI ONS TO THE TERMS AND
CONDITIONS OF THE RELEVANT SERIES AND THE RELEVANT TRUST DEED CONSTITU TI NG
THE RELEVANT SERIES
Old Mutual plc (the “Company”) today announces its separate invitations to holders (the “2021
Securityholders”) of its outstanding £500,000,000 8 per cent. Subordinated Notes due 3 June 2021 (of
which £72,102,000 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 £44,889,000 is currently
outstanding) (the “2025 Securities” and, together with the 2021 Securities, the “Securities”, and each a
“Series”) in each case to approve by way of Extraordinary Resolution the relevant Proposal, comprising
certain modifications to the terms and conditions of the relevant Series and the trust deed constituting the
relevant Series to provide for the Company to redeem (in respect of such Series, the “Issuer Early
Redemption”) all, but not some only, of such Series at the relevant Early Redemption Amount (as described
below) in respect of such Series plus Accrued Interest (if any), subject, in each case, to the terms and
conditions set out in the Consent Solicitation Memorandum dated 26 September 2018 (the “Consent
Solicitation Memorandum”).
Copies of the Consent Solicitation Memorandum are available from the Tabulation Agent as set out below.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent
Solicitation Memorandum.
Hypothetical
Outstanding Early Early Hypothetical
Description of ISIN / Common Nominal Consent Redemption Redemption Total
the Securities Code Amount Fee Reference Gilt Spread 1 Amount 2 Considerations 3
£500,000,000 8 XS0632932538 / £72,102,000 3 per 1.50 per cent. UK 50 basis 113.732 per 116.732 per cent. 4
per cent. 063293253 cent. 4 Treasury Gilt due points cent. 4
Subordinated 22 January 2021
Notes due 3 (ISIN:
June 2021 GB00BY Y 5F581)
£450,000,000 XS1312138750 / £44,889,000 3 per 2.00 per cent. UK 50 basis 136.496 per 139.496 per cent. 4
7.875 per cent. 131213875 cent. 4 Treasury Gilt due 7 points cent. 4
Subordinated September 2025
Notes due 3 (ISIN:
Nov ember 2025 GB00BTHH2R79)
Rationale for the Consent Solicitation and the Proposals
In March 2016, the Old Mutual Group announced the managed separation of its four underlying businesses
from each other, being Old Mutual Emerging Markets, Nedbank, Old Mutual Wealth and OM Asset
Management (the “Managed Separation”). The Company notes the material completion of the Managed
Separation of the Old Mutual Group and the completion of previous tender offers in respect of the Securities
made by the Company that were announced on 25 October 2017 and 9 July 2018. Following the material
completion of the Managed Separation, Old Mutual Limited is now the holding company of Old Mutual plc
and Old Mutual plc has requested that each of Moody’s and Fitch withdraw their ratings of each Series of
Securities and Old Mutual plc. On 21 July 2018, Fitch withdrew its ratings of each Series of Securities and
Old Mutual plc.
In light of the previous tender offers resulting in the retirement of a significant portion of the Securities and
the changes to the Company due to the Managed Separation that have taken place since the Securities were
issued, the purpose of the Consent Solicitation and the Proposals is to utilise available liquidity to continue
to manage the Company’s debt maturity profile by further reducing outstanding indebtedness and associated
interest costs by retiring the relevant Series in full should the relevant Proposal be implemented. In such
case, the Consent Solicitation and the Proposals will also provide liquidity to Securityholders.
Details of the Proposals
The Company is inviting Securityholders of each Series to approve, by an Extraordinary Resolution pursuant
to the relevant Conditions and the relevant Meeting Provisions of such Series, amendments (in respect of
each Series, a “Proposal”) to the Conditions and the Trust Deed of such Series to insert a new Condition
7(n) (in respect of the 2021 Securities) and Condition 7(k ) (in respect of the 2025 Securities) as follows:
“7[(n)][(k )] Early Redemption by the Issuer (“Issuer Early Redemption”)
The Issuer shall, on the Settlement Date, redeem all, but not some only, of the Notes at the
Early Redemption Amount together with interest accrued to, but excluding, the Settlement
Date.
For the purposes of this Condition 7[(n)][(k )]:
1
Please ref er to the section “Further Information and Terms and Conditions – The Proposal” in the Consent Solicitation Memorandum f or detail of how
the Early Redemption Amount is determined with ref erence to the Early Redemption Spread.
2
For illustrativ e purposes only , a hy pothetical Early Redemption Amount is set out in the table abov e in respect of each Series which has been calculated
on the basis of a Settlement Date f or such Series of 1 Nov ember 2018, the Early Redemption Spread f or such Series and (i) in the case of the 2021
Securities, a hy pothetical Ref erence Gilt Rate of 0.8930 per cent. or (ii) in the case of the 2025 Securities, a hy pothetical Ref erence Gilt Rate of 1.3400
per cent. By way of ref erence, as at 11:00 am (London time) on 25 September 2018, the Ref erence Gilt Rate f or the 1.50 per cent. UK Treasury Gilt
due 22 January 2021 (ISIN: GB00BY Y 5F581) was 0.8930 per cent. and the Ref erence Gilt Rate f or the 2.00 per cent. UK Treasury Gilt due 7
September 2025 (ISIN: GB00BTHH2R79) was 1.3400 per cent. Security holders should note that, if the Extraordinary Resolution in respect of either
or both of the Series is passed, the actual Early Redemption Amount in respect of the relev ant Series will be determined in the manner described in
the Consent Solicitation Memorandum and could dif f er signif icantly from the hypothetical Early Redemption Amount f or such Series set out in the table
abov e.
3
If the Proposal f or either Series is implemented, the total consideration (expressed as an amount per £1,000 in nominal amount of the relev ant
Securities) pay able to any holder of such Series f rom whom a v alid Solicitation Instruction in f av our of the relev ant Extraordinary Resolution is received
by the Tabulation Agent by the Consent Deadline, subject as set out in the Consent Solicitation Memorandum, will be calculated as the sum of (I) the
applicable Early Redemption Amount and (II) the product of £1,000 and the Consent Fee. For illustrativ e purposes only , a hy pothetical total
consideration amount is set out in the table abov e which has been calculated on the basis of the hy pothetical Early Redemption Amount f or such
Series set out in the table abov e. Security holders should note that the actual total consideration in respect of the relev ant Series will be determined in
the manner described in the Consent Solicitation Memorandum and could dif f er signif icantly from the hy pothetical total consideration amounts set out
in the table abov e.
4
Expressed as a percentage of the nominal amount of the relev ant Securities.
“Consent Fee” has the meaning given to such term in the Consent Solicitation
Memorandum;
“Consent Solicitation” means the Issuer’s invitation to holders of the Notes to consent to
the modification of these Conditions and the Trust Deed to provide for the Issuer to redeem
all, but not some only, of the Notes as further set out in the Consent Solicitation
Memorandum;
“Consent Solicitation Memorandum” means the Consent Solicitation Memorandum dated
26 September 2018 prepared by the Issuer in connection with the Consent Solicitation, as
amended and supplemented from time to time;
“Early Redemption Amount” means an amount (expressed as an amount per £1,000 in
nominal amount of the Notes) equal to the higher of:
(a) £1,000; and
(b) (i) £1,000 multiplied by the price (expressed as a percentage rounded to three
decimal places, with 0.0005% being rounded up) at which the yield to maturity on
the Notes on the Settlement Date is equal to the sum of the Reference Gilt Rate plus
the relevant Early Redemption Spread, minus (ii) £1,000 multiplied by the Consent
Fee;
“Early Redemption Spread” has the meaning given to such term in the Consent Solicitation
Memorandum;
“Mid-Market Yield to Maturity” means the arithmetic mean of the bid and ask yields of the
Reference Gilt displayed on the Bloomberg Reference Page ‘PXUK’ (or any successor
thereof), determined at 11:00 a.m. London time on the second business day in London
preceding the Settlement Date;
“Reference Gilt” means the [1.50 per cent. UK Treasury Gilt due 22 January 2021 (ISIN:
GB00BYY5F581)] 5 / [2.00 per cent. UK Treasury Gilt due 7 September 2025 (ISIN:
GB00BTHH2R79)] 6 or, if such stock is not available, such other government stock selected
by the Company as having a fixed maturity most nearly equal to the period from the
Settlement Date to the Maturity Date of the Notes;
“Reference Gilt Rate” means the Mid-Mark et Yield to Maturity of the Reference Gilt; and
“Settlement Date” has the meaning given to such term in the Consent Solicitation
Memorandum.”
in each case, as set out in the relevant Supplemental Trust Deed.
Details of the Consent Solicitation
The Consent Solicitation commences on the date of the Consent Solicitation Memorandum and expires at
4.00 p.m. (London time) on 22 October 2018 (the “Consent Deadline”). The Deadline for receipt by the
Tabulation Agent of valid Solicitation Instructions in favour of the relevant Extraordinary Resolution for
Securityholders to be eligible for the Consent Fee is the Consent Deadline.
Solicitation Instructions in favour of an Extraordinary Resolution will, subject to the provisions of the relevant
Trust Deed, be irrevocable except in the limited circumstances described in the Consent Solicitation
Memorandum.
Consent Fee
The Company will pay to each Securityholder from whom a valid Solicitation Instruction in favour of the
relevant Extraordinary Resolution is received by the Tabulation Agent by the Consent Deadline, an amount
equal to 3 per cent. of the nominal amount of the relevant Securities that are the subject of such Solicitation
Instruction (the “Consent Fee”), subject to (i) such Solicitation Instruction not being validly revoked (in the
limited circumstances in which such revocation is permitted), (ii) the relevant Extraordinary Resolution being
5
In respect of the 2021 Securities.
6
In respect of the 2025 Securities.
duly passed and the relevant Supplemental Trust Deed being executed and delivered by the Company and
the Trustee and (iii) the Company not having previously terminated the Consent Solicitation in respect of the
relevant Series in accordance with the provisions for such termination set out in the Consent Solicitation
Memorandum. Where payable, the Company will pay the Consent Fee in respect of the Securities that are
the subject of such Solicitation Instructions no later than the Settlement Date.
By submitting a Solicitation Instruction, a Securityholder will instruct the Principal Paying Agent to
appoint one or more representatives of the Tabulation Agent as their proxy to attend the relevant
Meeting (and any adjourned such Meeting) and vote in the manner specified or identified in such
Solicitation Instruction in respect of the relevant Extraordinary Resolution. It will not be possible to
submit a Solicitation Instruction without at the same time giving such instructions to the Principal
Paying Agent.
To be eligible to receive the Consent Fee, each Securityholder who submits a Solicitation Instruction in favour
of the Extraordinary Resolution must further not attend, or seek to attend, the relevant Meeting in person or
make any other arrangements to be represented at such Meeting (other than by way of their Solicitation
Instruction(s)). Securityholders may choose to attend and vote at the relevant Meeting in person or to make
other arrangements to be represented or to vote at such Meeting in accordance with the provisions for
meetings of Securityholders set out in the Meeting Provisions without submitting a Solicitation Instruction in
favour of the relevant Extraordinary Resolution. However, such Securityholders will not be eligible to receive
the Consent Fee, even if at the Meeting such Securityholder votes in favour of the relevant Extraordinary
Resolution or if other arrangements are made by the Consent Deadline.
Issuer Early Redemption
If, in respect of either Series, the relevant Extraordinary Resolution is passed and the relevant Supplemental
Trust Deed is executed and delivered, the total amount that will be paid to a Securityholder of such Series
on the relevant Settlement Date for the Securities of such Series held by such Securityholder redeemed
pursuant to the relevant Issuer Early Redemption will be the cash amount (rounded to the nearest £0.01,
with half a pence rounded upwards) equal to the sum of:
(a) the product of (i) the aggregate nominal amount of the Securities of such Series held by the relevant
Securityholder redeemed pursuant to the relevant Issuer Early Redemption divided by £1,000 and
(ii) the relevant Early Redemption Amount;
(b) the Accrued Interest Payment on such Securities; and
(c) if a valid Solicitation Instruction from such Securityholder in favour of the relevant Extraordinary
Resolution was received by the Tabulation Agent by the Consent Deadline, and if the conditions to
payment of the Consent Fee are satisfied, the Consent Fee in relation to such Securities.
The aggregate amounts of each Early Redemption Amount, each Accrued Interest Payment and Consent
Fee (where appropriate) for Securities in each Clearing System will be paid, in immediately available funds,
by no later than the relevant Settlement Date to such Clearing System for payment to the cash accounts of
the relevant Securityholders in such Clearing System, as further described in the Consent Solicitation
Memorandum.
The Meetings
Notices convening the Meetings, to be held at the offices of Linklaters LLP, One Silk Street, London EC2Y
8HQ on 25 October 2018, have been given to Securityholders in accordance with the relevant Trust Deed
on or around the date of the Consent Solicitation Memorandum.
The Meeting in relation to the 2021 Securities is to be held at 10.00 a.m. (London time) on 25 October 2018.
The Meeting in relation to the 2025 Securities is to be held at 10.15 a.m. (London time) on 25 October 2018.
At each Meeting, holders of the relevant Series will be invited to consider and, if thought fit, pass the relevant
extraordinary resolution (each, an “Extraordinary Resolution”) to approve the implementation of the
relevant Proposal.
The quorum required for each Meeting is one or more persons present holding Securities of the relevant
Series or voting certificates or being proxies or representatives and holding or representing in the aggregat e
not less than two-thirds of the nominal amount of the relevant Series for the time being outstanding. In the
event the necessary quorum is not obtained at a Meeting, such Meeting shall stand adjourned for a period
being not less than 13 clear days nor more than 42 clear days. At any adjourned Meeting, one or more
persons present in person holding Securities of the relevant Series or voting certificates or being proxies or
representatives and holding or representing in the aggregate not less than one-third of the nominal amount
of the relevant Series for the time being outstanding will form a quorum.
To be passed, each Extraordinary Resolution requires a majority consisting of not less than three-fourths of
the votes cast at the relevant Meeting. If passed, such Extraordinary Resolution shall be binding on all holders
of the relevant Series, whether present or not at the relevant Meeting and whether or not voting.
The implementation of an Extraordinary Resolution, if passed, is conditional on the Company not having
previously terminated the Consent Solicitation in respect of the relevant Series in accordance with the
provisions for such termination set out in the Consent Solicitation Memorandum and subject to the Company
and the Trustee executing and delivering the relevant Supplemental Trust Deed.
Securityholders should refer to the relevant Notice for full details of the procedures in relation to the relevant
Meeting.
Announcements
The Company will announce the results of the Meetings as soon as reasonably practicable after the Meetings.
The Company will confirm the relevant Settlement Date for each Series at the same time as the
announcement(s) of the results of the Meetings.
Indicative Timetable
Date and time Event
(all times are London time)
26 September 2018 Announcement of Consent Solicitation and Proposals.
4:00 p.m. on 22 October 2018 Consent Deadline.
10.00 a.m. on 25 October 2018 2021 Securities Meeting.
10:15 a.m. on 25 October 2018 2025 Securities Meeting.
As soon as reasonably practicable after Announcement of (i) the results of the Meetings and (ii) the
the Meetings relevant Settlement Date for each Series.
As soon as reasonably practicable after Execution and delivery of Supplemental Trust Deeds.
the relevant Meeting or any adjourned
such Meeting, as the case may be
No later than the fifth Business Day Expected Settlement Date.
following the relevant Meeting or any If the relevant Extraordinary Resolution is passed and the
adjourned such Meeting, as the case relevant Supplemental Trust Deed is executed and
may be delivered, this will be the date on which:
(i) the relevant Series is redeemed pursuant to the
relevant Issuer Early Redemption;
(ii) the relevant Early Redemption Amount and relevant
Accrued Interest Payment is paid to the holders of the
relevant Series; and
(iii) where payable, the Consent Fee is paid to the relevant
Securityholders.
The above dates and times are subject to the right of the Company to extend, re-open, amend and/or
terminate the Consent Solicitation (other than the terms of the Extraordinary Resolutions) as described in the
Consent Solicitation Memorandum and the passing of the Extraordinary Resolutions.
Securityholders are advised to check with any bank, securities broker or other intermediary through which
they hold their Securities when such intermediary would need to receive instructions from a Securityholder
in order for such Securityholder to participate in, or (in the limited circumstances in which revocation is
permitted) to validly revoke their instruction to participate in, the Consent Solicitation and/or vote in respect
of either or both of the Proposals before the deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission and (where permitted) revocation of
Solicitation Instructions will be earlier than the relevant deadlines above and in the Consent
Solicitation Memorandum.
Subject as provided in the Consent Solicitation Memorandum, the Settlement Date for the relevant Series
may be earlier than the above date.
Unless stated otherwise, announcements in connection with the Consent Solicitation and the Proposals will
be made (i) by publication via RNS 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 Tabulation Agent.
Securityholders are advised to read carefully the Consent Solicitation Memorandum for full details
of and information on the procedures for participating in the Consent Solicitation.
Requests for information in relation to the Consent Solicitation and the Proposals should be directed to:
The Solicitation Agent
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
Telephone: +44 20 7996 5420
Attention: Liability Management Group
Email: DG.LM_EMEA@baml.com
Requests for information in relation to the submission of a Solicitation Instruction in favour of either Proposal
should be directed to:
The Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: + 44 20 7704 0880
Attention: Arlind Bytyqi
Email: oldmutual@lucid-is.com
DISCLAIMER This announcement must be read in conjunction with the Consent Solicitation Memorandum .
This announcement and Consent Solicitation Memorandum contain important information which should be
read carefully before any decision is made with respect to the Consent Solicitation and the Proposal. If any
Securityholder is in any doubt as to the action it should take, it is recommended to seek its own financial and
legal advice, including in respect of any tax consequences, immediately from its broker, bank manager,
solicitor, accountant or other independent financial, tax 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 participate in the Consent Solicitation or otherwise vot e
in respect of either or both of the Proposals. None of the Company, the Solicitation Agent, the Tabulation
Agent, the Principal Paying Agent, the Registrar, the Trustee or any of their respective agents, directors,
employees, representatives or affiliates makes any representation or recommendation as to whether
Securityholders should participate in the Consent Solicitation or otherwise vote in respect of the relevant
Proposal.
DISTRIBUTION RESTRICTIONS
The distribution of this announcement and/or the Consent Solicitation Memorandum in certain jurisdictions
may be restricted by law. Persons into whose possession this announcement and/or the Consent Solicitation
Memorandum comes are required by each of the Company, the Solicitation Agent and the Tabulation Agent
to inform themselves about, and to observe, any such restrictions.
Nothing in this announcement and/or the Consent Solicitation Memorandum constitutes or contemplates an
offer of, an offer to purchase or the solicitation of an offer to purchase or sell any security in the United States
or in any other jurisdiction.
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JSE Sponsor: Merrill Lynch South Africa (Pty) Limited
Namibian Sponsor: PSG Wealth Management (Namibia) (Proprietary) Limited
Enquiries
Investor Relations
Patrick Bowes (Interim Head of Investor T: +44 (0)20 7002 7440
Relations) E: Patrick.bowes@omg.co.uk
Communications:
Tabby Tsengiwe T: +27 (11) 217 1953
M: +27 (0)60 547 4947
E: ttsengiwe@oldmutual.com
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.
Date: 26/09/2018 10:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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