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Unbundling by Old Mutual of Nedbank Group Shares and Nedbank Group’s intention to implement an Odd-Lot Offer
NEDBANK GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06
JSE share code: NED
NSX share code: NBK
ISIN: ZAE000004875
(‘Nedbank Group’)
UNBUNDLING BY OLD MUTUAL LIMITED OF NEDBANK GROUP SHARES AND NEDBANK
GROUP’S INTENTION TO IMPLEMENT AN ODD-LOT OFFER AFTER THE UNBUNDLING
Nedbank Group shareholders are referred to the announcement published on SENS today by Old
Mutual Limited (‘OML’) confirming that the conditions precedent to the final step of Old Mutual plc’s
managed separation strategy (‘Managed Separation’), being the distribution of a significant portion of
OML’s shareholding in Nedbank Group to OML shareholders (the ‘Unbundling’), have now been
satisfied. The OML Board has therefore resolved to implement the Unbundling on Monday, 15 October
2018.
Overview of the Unbundling
OML will distribute to its shareholders 158 726 732 Nedbank Group ordinary shares (‘Nedbank
Shares’), comprising 31.73% of the share register at the ‘Unbundling Record Date’, being Friday, 12
October 2018. OML shareholders reflected on the OML register on the Unbundling Record Date will
receive 3.21176 Nedbank Shares for every 100 OML ordinary shares held, as outlined in the
announcement published on SENS today by OML.
Nedbank Group after the Unbundling
After the implementation of the Unbundling, OML will retain a strategic minority shareholding of 19.9%
in Nedbank Group, held through its shareholder funds, which shareholding underpins the ongoing
commercial relationship between the companies. As envisaged since inception, Managed Separation
does not impact the strategy, day-to-day management or operations of Nedbank Group, its staff or
clients and Nedbank Group continues to be an independent entity. The Unbundling will, however, result
in a number of benefits to Nedbank Group and its stakeholders, including its shareholders, which
include, but are not limited to:
• the increased free-float of Nedbank Shares, resulting in increased liquidity along with a more
favourable position in relevant indices;
• the removal of any potential overhang on the Nedbank Group share price as a result of
Managed Separation; and
• the continued support of OML through a strategic minority shareholding which will underpin the
ongoing commercial relationship between the companies.
Nedbank Group looks forward to working with OML in its capacity as a strategic minority shareholder,
based on the terms of the relationship agreement (‘Relationship Agreement’) announced on 20 April
2018. The Relationship Agreement deals with, amongst other things, (i) the commercial basis of the
relationship, (ii) governance processes and OML’s right to nominate one board member to serve on the
Nedbank Group and Nedbank Limited Boards, and (iii) the protocols governing any review by OML of
the level of its strategic minority shareholding.
Intention to implement an odd-lot offer following the Unbundling, subject to market conditions
and all requisite approvals being received
It is envisaged that, after the Unbundling, Nedbank Group will have a significantly larger number of
shareholders (increasing from approximately 20 000 to approximately 500 000 shareholders), of which
the vast majority will hold less than 100 Nedbank Shares (‘Odd-lot Holders’). The aggregate
shareholding in Nedbank Group of the Odd-lot Holders is estimated to be 1.3% of Nedbank Group
shares in issue (‘Odd-lot Shares’) and it is therefore Nedbank Group’s intention to consider
implementing an odd-lot offer as soon as practicably possible following the Unbundling. Any final
decision by Nedbank Group to proceed with an odd-lot offer would be subject to market conditions
between today and any final announcement date. Such an odd-lot offer would be subject to shareholder
and other requisite approvals. An odd-lot offer entails Nedbank Group making an offer to eligible Odd-
lot Holders to repurchase their Odd-lot Shares. The proposed odd-lot offer will provide Odd-lot Holders
with the ability to dispose of their Odd-lot Shares on an efficient basis and provide liquidity to the Odd-
lot Holders. Odd-lot Holders can elect to retain their shareholding in Nedbank Group. The proposed
odd-lot offer will also reduce the complexity and cost to Nedbank Group of managing a significantly
larger shareholder base. Further details will be communicated to Nedbank Group shareholders in due
course.
Sandton
26 September 2018
Financial Advisors to Nedbank Group:
Nedbank CIB
Deutsche Bank
Sponsors to Nedbank Group:
Merrill Lynch South Africa (Pty) Ltd
Nedbank CIB
Sponsor to Nedbank Group in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd
Legal Advisors to Nedbank Group:
ENSafrica
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Date: 26/09/2018 01:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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