Wrap Text
Cash Proceeds - Fractional Entitlements
Old Mutual Limited
Incorporated in the Republic of South Africa
Registration number: 2017/235138/06
ISIN: ZAE000255360
LEI: 213800MON84ZWWPQCN47
JSE Share Code: OMU
LSE Share Code: OMU
NSX Share Code: OMM
MSE Share Code: OMU
ZSE Share Code: OMU
("Old Mutual" or “the Company” or the “Group”)
Ref 26/21
4 November 2021
CASH PROCEEDS IN RESPECT OF FRACTIONAL ENTITLEMENTS AND APPLICABLE RATE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings
in the finalisation announcement published on Tuesday, 26 October 2021 (“Finalisation Announcement”).
This announcement does not constitute an offer or form part of any offer or invitation to purchase, subscribe
for, sell or issue, or a solicitation of any offer to purchase, subscribe for, sell or issue, any securities (whether
pursuant to this announcement or otherwise) in any jurisdiction, including an offer to the public or section
of the public in any jurisdiction. This announcement does not comprise a prospectus.
1. Background
Old Mutual Shareholders are referred to the Unbundling Announcement and the Finalisation
Announcement wherein it was announced that Old Mutual will unbundle all of the Nedbank Shares held
by Old Mutual Emerging Markets Proprietary Limited (being 62,131,692 Nedbank Shares and
comprising 12.2% of the issued ordinary share capital of Nedbank as at 26 October 2021) to Old Mutual
Shareholders by way of a distribution in specie in terms of section 46(1)(a)(ii) of the Companies Act,
No. 71 of 2008 (the “Unbundling”) on Monday, 8 November 2021.
The salient dates and times included in the Finalisation Announcement remain unchanged.
In terms of the Unbundling, each Old Mutual Shareholder will receive 1.31954 Nedbank Shares (which
are listed on the Johannesburg Stock Exchange and the Namibian Stock Exchange), for every 100 Old
Mutual shares held on the relevant securities register of Old Mutual as at 8.00 p.m. (SA time) / 6.00
p.m. (UK time) on Friday, 5 November 2021 (“Record Time”). The distribution of the Unbundled
Nedbank Shares to Old Mutual Shareholders in the ratio above may result in fractional entitlements for
the recipients.
2. CASH PROCEEDS AND FRACTIONAL ENTITLEMENTS
In accordance with the JSE Listings Requirements and as outlined in paragraph 3.2 of the Finalisation
Announcement, fractional entitlements to the Unbundled Nedbank Shares will be rounded down to the
nearest whole number and the aggregated fractions of the Unbundled Nedbank Shares to which Old
Mutual Shareholders are entitled will not be transferred to them but will instead be sold in the market
as soon as practicable after the Unbundling.
Old Mutual Shareholders will accordingly receive monetary compensation in respect of their fractional
entitlements to the Unbundled Nedbank Shares. In accordance with the JSE Listings Requirements,
this amount has been determined with reference to the volume weighted average price in Rand of a
Nedbank Share traded on the JSE on Wednesday, 3 November 2021, ZAR177.20697 (being the first
day on which Old Mutual shares traded ‘ex’ the entitlement to receive the Unbundled Nedbank Shares)
reduced by 10% (“Cash Proceeds”). On this basis, Old Mutual Shareholders are advised that the
Cash Proceeds due to Old Mutual Shareholders in respect of any fractional entitlement is
ZAR159.48627 (ZAR177.20697 x 0.9) per Unbundled Nedbank Share.
The Cash Proceeds will be paid (i) by Old Mutual to the relevant registered Old Mutual Shareholders
that hold their Old Mutual shares in certificated form and (ii) by a nominee or CSDP to the Relevant
Old Mutual Shareholders that hold their Old Mutual Shares in uncertificated form within the nominee
account or within a CSDP.
Old Mutual Shareholders on the Namibian register, Malawi register, UK register and Zimbabwe register
will be paid the local currency at the following rates:
- Namibia: 1.0000 Namibian dollars per Rand
- Malawi: 52.7666 Malawian kwacha per Rand
- United Kingdom: 0.0474 Pound sterling per Rand
- Zimbabwe: 6.3251 RTGS dollar per Rand
3. EXAMPLES OF FRACTIONAL ENTITLEMENT
- Example 1: This example assumes that an Old Mutual Shareholder holds 100 Old Mutual Shares
at the close of business at the Record Time. The rounding convention described above is then
applied and the Old Mutual Shareholder will receive 1 Unbundled Nedbank Share in respect of
the 100 Old Mutual Shares held by them as at the Record Time and a cash payment for the
fractional entitlement of 0.31954 x ZAR159.48627 = ZAR50.96224.
- Example 2: This example assumes that an Old Mutual Shareholder owns 1,000 Old Mutual
Shares at the close of business at the Record Time. The rounding convention described above is
then applied and the Old Mutual Shareholder will receive 13 Unbundled Nedbank Shares in
respect of the 1,000 Old Mutual Shares held by them as at the Record Time and a cash payment
for the fractional entitlement of 0.1954 x ZAR159.48627 = R31.16362.
4. TAXATION
Old Mutual Shareholders are further referred to paragraph 6 of the Finalisation Announcement which
outlines the tax treatment in respect of the Unbundling. As noted in the Finalisation Announcement, the
Old Mutual Board has specifically resolved to distribute the Unbundled Nedbank Shares as a return of
capital (paid out of "contributed tax capital"). The distribution of the Nedbank Shares on the Nedbank
Unbundling does not qualify as an “unbundling transaction” for purposes of section 46(1) of the Income
Tax Act and should be treated as a taxable event for Old Mutual Shareholders who are resident in
South Africa. Consequently, the receipt of the Unbundled Nedbank Shares (including the Cash
Proceeds) by South African tax resident Old Mutual Shareholders should constitute a “return of capital”
for South African tax purposes only. Dividends tax should therefore not apply. The receipt of the
Unbundled Nedbank Shares by Old Mutual Shareholders who are non-resident of South Africa should
also be treated as a "return of capital" under general South African tax principles.
5. NOTICE TO US INVESTORS
Shareholders with a registered address in the United States of America are reminded that the
Unbundled Nedbank Shares will only be delivered to Old Mutual Shareholders who are qualified
institutional buyers (“QIBs”) and who have returned executed investor letters to Old Mutual, with a copy
of the relevant CSDP, broker, custodian or nominee in the case of Old Mutual Shareholders that hold
their Old Mutual shares in uncertificated form, and the SA Registrar in the case of Old Mutual
Shareholders that hold their Old Mutual shares in certificated form, by the Record Time. Old Mutual
Shareholders who are QIBs are further referred to paragraph 4.5 of the Finalisation Announcement
which outlines the full details in relation to the process and requirements for QIBs for the purpose of
the Unbundling.
DISCLAIMER
This announcement is not for distribution, directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the District of Columbia), Australia, Canada
or Japan. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe
for, or otherwise invest in, securities in the United States, Australia, Canada or Japan. The Unbundled
Nedbank Shares mentioned herein have not been, and will not be, registered under the US Securities Act.
The Unbundled Nedbank Shares may not be offered or sold in the United States except pursuant to an
exemption from or in a transaction not subject to the registration requirements of the US Securities Act.
There will be no public offer of securities in the United States.
The information contained in this announcement constitutes factual information as contemplated in
section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002 (as
amended) and should not be construed as an express or implied recommendation, guide or proposal that
any particular transaction in respect of the Old Mutual Shares or the Unbundled Nedbank Shares or in
relation to the business or future investments of Old Mutual or Nedbank is appropriate to the particular
investment objectives, financial situations or needs of a prospective investor, and nothing in this
announcement should be construed as constituting the canvassing for, or marketing or advertising of,
financial services in South Africa.
No representation or warranty, express or implied, is made by any person other than Old Mutual as to the
accuracy, completeness or verification of the information set out in this announcement, and nothing
contained in this announcement is, or shall be relied upon as, a promise or representation in this respect,
whether as to the past or the future. No person other than Old Mutual assumes responsibility for this
announcement's accuracy, completeness or verification and all other persons accordingly disclaim, to the
fullest extent permitted by applicable laws and regulations, any and all liability whether arising in delict, tort,
contract or otherwise that they might otherwise be found to have in respect of this announcement or any
such statement.
Financial Advisor
Merrill Lynch South Africa (Pty) Limited t/a BofA Securities
Sponsors
Johannesburg Stock Exchange Merrill Lynch South Africa (Pty) Limited t/a BofA Securities
Namibia PSG Wealth Management (Namibia) (Proprietary) Limited
Malawi Stockbrokers Malawi Limited
Zimbabwe Imara Capital Zimbabwe plc
Enquiries
Investor Relations
Sizwe Ndlovu T: +27 (0)11 217 1163
Head of Investor Relations M: +27 (83) 500 8019
E: tndlovu6@oldmutual.com
Communications:
Vuyo Mtawa M: +27 (0) 68 422 8125
Head: Group Communications E: vmtawa@oldmutual.com
Notes to Editors
About Old Mutual
Old Mutual is a premium African financial services group that offers a broad spectrum of financial solutions
to retail and corporate customers across key market segments in 14 countries. Old Mutual's primary
operations are in South Africa and the rest of Africa, and it has a niche business in China. With over 176
years of heritage across sub-Saharan Africa, Old Mutual is a crucial part of the communities it serves 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: 04-11-2021 10:00:00
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