Nedbank - unbundling by Old Mutual
Nedbank shareholders are referred to the announcement published on SENS today by Old Mutual Ltd. (æOld MutualÆ) confirming that the conditions precedent to the final step of Old Mutual plcÆs managed separation strategy (æManaged SeparationÆ), being the distribution of a significant portion of Old MutualÆs shareholding in Nedbank to Old Mutual shareholders (the æUnbundlingÆ), have now been satisfied. The Old Mutual Board has therefore resolved to implement the Unbundling on Monday, 15 October 2018.
Overview of the Unbundling
Old Mutual will distribute to its shareholders 158 726 732 Nedbank ordinary shares (æNedbank SharesÆ), comprising 31.73% of the share register at the æUnbundling Record DateÆ, being Friday, 12 October 2018. Old Mutual shareholders reflected on the Old Mutual register on the Unbundling Record Date will receive 3.21176 Nedbank Shares for every 100 Old Mutual ordinary shares held, as outlined in the announcement published on SENS today by Old Mutual.
Nedbank after the Unbundling
After the implementation of the Unbundling, Old Mutual will retain a strategic minority shareholding of 19.9% in Nedbank, 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, its staff or clients and Nedbank continues to be an independent entity. The Unbundling will, however, result in a number of benefits to Nedbank and its stakeholders, including its shareholders, which include, but are not limited to:
ò the increased free-float of Nedbank Shares, resulting in increased liquidity along with a more favourable position in relevant indices;
ò the removal of any potential overhang on the Nedbank share price as a result of Managed Separation; and
ò the continued support of Old Mutual through a strategic minority shareholding which will underpin the ongoing commercial relationship between the companies.
Nedbank looks forward to working with Old Mutual in its capacity as a strategic minority shareholder, based on the terms of the relationship agreement (æRelationship AgreementÆ) announced on 20 April 2018. The Relationship Agreement deals with, amongst other things, (i) the commercial basis of the relationship, (ii) governance processes and Old MutualÆs right to nominate one board member to serve on the Nedbank and Nedbank Ltd. Boards, and (iii) the protocols governing any review by Old Mutual 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 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 (æOdd-lot HoldersÆ). The aggregate shareholding in Nedbank of the Odd-lot Holders is estimated to be 1.3% of Nedbank shares in issue (æOdd-lot SharesÆ) and it is therefore NedbankÆs intention to consider implementing an odd-lot offer as soon as practicably possible following the Unbundling. Any final decision by Nedbank 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 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. The proposed odd-lot offer will also reduce the complexity and cost to Nedbank of managing a significantly larger shareholder base. Further details will be communicated to Nedbank shareholders in due course.