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OLD MUTUAL LIMITED - Old Mutual plc Announces Convening of Adjourned Noteholder Meetings and the Outcome of Separate Noteholder Meetings

Release Date: 25/10/2018 15:09
Code(s): OMU     PDF:  
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Old Mutual plc Announces Convening of Adjourned Noteholder Meetings and the Outcome of Separate Noteholder Meetings

   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 228_18
   25 October 2018

   NOT FOR DISTRIBUTION INTO ANY JURISDICTION OR TO ANY PERSON WHERE OR TO WHOM IT IS
   UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

   OLD MUTUAL PLC (THE “COMPANY”) ANNOUNCES THE CONVENING OF
   ADJOURNED NOTEHOLDER MEETINGS AND THE OUTCOME OF SEPARATE
   NOTEHOLDER MEETINGS OF 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”, AND EACH A “SERIES”) 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

   On 26 September 2018, the Company announced its separate invitations to holders of its 2021
   Securities (the “2021 Securityholders”) and to holders of its 2025 Securities (the “2025
   Securityholders” and, together with the 2021 Securityholders, the “Securityholders”) 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 (in respect of such Series, the “Conditions”) and the
   trust deed constituting the relevant Series as further detailed in the Consent Solicitation Memorandum
   dated 26 September 2018 (the “Consent Solicitation Memorandum”), subject, in each case, to the
   terms and conditions set out in the Consent Solicitation Memorandum as amended by this
   announcement (see below). 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.

   Results of the Proposals

   The Meetings to consider the Proposals were held earlier today, and NOTICE IS HEREBY GIVEN to
   Securityholders that:
       (a)   the Meeting in relation to the 2021 Securities was not quorate and has therefore been adjourned
             until 10.00 a.m. (London time) on 12 November 2018 to be held at the offices of Linklaters LLP,
             One Silk Street, London EC2Y 8HQ (the “2021 Securities Adjourned Meeting”);

       (b)   the Meeting in relation to the 2025 Securities was not quorate and has therefore been adjourned
             until 10.15 a.m. (London time) on 12 November 2018 to be held at the offices of Linklaters LLP,
             One Silk Street, London EC2Y 8HQ (the “2025 Securities Adjourned Meeting”, and, together
             with the 2021 Securities Adjourned Meeting, the “Adjourned Meetings”, and each an
             “Adjourned Meeting”); and

       (c)   pursuant to the terms of the Consent Solicitation Memorandum, the Company hereby announces
             that the Consent Deadline in respect of the Securities will be extended to 4.00 p.m. (London time)
             on 7 November 2018 to provide Securityholders with further time to deliver, or arrange to have
             delivered on their behalf, a valid Solicitation Instruction in favour of the relevant Extraordinary
             Resolution in order to be eligible to receive the Consent Fee. As such, Securityholders may
             continue to submit Solicitation Instructions up to 4.00 p.m. (London time) on 7 November 2018.
             Securityholders who deliver, or arrange to have delivered on their behalf, a valid Solicitation
             Instruction in favour of the relevant Extraordinary Resolution which are received by the Tabulation
             Agent by the Consent Deadline will be eligible to receive the Consent Fee.

       Notices convening the Adjourned Meetings shall be given to Securityholders in accordance with the
       relevant Trust Deed on the date of this announcement.

       Solicitation Instructions previously submitted in accordance with the procedures set out in the Consent
       Solicitation Memorandum and which have not been subsequently validly revoked (in the limited
       circumstances in which such revocation is permitted) shall remain valid for the relevant Adjourned
       Meeting and, for avoidance of doubt, no further action is required from Securityholders who previously
       submitted such Solicitation Instructions. The results of the Adjourned Meetings are expected to be
       announced as soon as reasonably practicable after the Adjourned Meetings.

       Securityholders should refer to the relevant Notice for full details of the procedures in relation to the
       relevant Adjourned Meeting.

       General

       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.

       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.

       In addition to this announcement, 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. No offer or invitation to acquire any securities is being made pursuant to this
       announcement.

       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 vote 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. The distribution of this announcement and 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.


       Enquiries
       Interim Head of Investor Relations (Old Mutual Limited)
       Patrick Bowes                         +44 20 7002 7440

       Communications (Old Mutual Limited)
       Tabby Tsengiwe                        +27 (11) 217 1953



       Notes to Editors
       About Old Mutual plc
       Old Mutual plc is a subsidiary of Old Mutual Limited, a South African holding company.


       JSE Sponsor:              Merrill Lynch South Africa (Pty) Limited
       Namibian Sponsor:         PSG Wealth Management (Namibia) (Proprietary) Limited



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