OLD MUTUAL LIMITED - Results of Bondholder meetings

Release Date: 12/11/2018 14:15
Code(s): OMU
 
Wrap Text
Results of Bondholder 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 74/2018

12 November 2018

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

RESULTS OF BONDHOLDER MEETINGS

OLD MUTUAL SUBSIDIARY OLD MUTUAL PLC ANNOUNCES (I) THE RESULTS OF SEPARATE
ADJOURNED NOTEHOLDER MEETINGS 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 AND (II) THE
EXECUTION OF SUPPLEMENTAL TRUST DEEDS

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 (THE “COMPANY”) ANNOUNCES (I) THE RESULTS OF SEPARATE
ADJOURNED 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”) (THE “ADJOURNED
MEETINGS”) 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 AND (II) THE
EXECUTION OF SUPPLEMENTAL TRUST DEEDS

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 the announcement of the Company dated 25 October 2018
announcing the convening of the Adjourned Meetings (the “Adjourned Meetings Announcement”).
Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent
Solicitation Memorandum (as amended by the Adjourned Meetings Announcement).

The Consent Deadline expired at 4.00 p.m. (London time) on 7 November 2018.
Results of the Proposals

The Adjourned Meetings to consider the Proposals were held earlier today, and NOTICE IS HEREBY GIVEN
to Securityholders that:

(a)   at the Adjourned Meetings, the relevant Extraordinary Resolutions were duly passed and the relevant
      Proposals approved;

(b)   the relevant Supplemental Trust Deeds referred to in the relevant Extraordinary Resolutions have been
      executed by the Company and the Trustee, and the relevant Conditions have been amended
      accordingly;

(c)   the Reference Gilt Rates are expected to be determined at or around 11.00 a.m. (London Time) on 13
      November 2018 and the Company will announce the Early Redemption Amount in respect of each
      series of Notes as soon as reasonably practicable thereafter; and

(d)   the Company will redeem all Notes of each Series pursuant to the Issuer Early Redemption on 15
      November 2018 (the “Settlement Date”) at the Early Redemption Amount plus Accrued Interest (if
      any).

All Securities which are redeemed pursuant to the Issuer Early Redemption will forthwith be cancelled.
Securityholders who delivered, or arranged to have delivered on their behalf, a valid Solicitation Instruction
in favour of the relevant Extraordinary Resolution which was received by the Tabulation Agent by the Consent
Deadline will also receive the Consent Fee on the Settlement Date.

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


                                           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
(as amended by the Adjourned Meetings Announcement). No offer or invitation to acquire any securities is
being made pursuant to this announcement. The distribution of this announcement, the Adjourned Meetings
Announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Adjourned Meetings 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.
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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                                             T: +44 (0)20 7002 7440
 (Interim Head of Investor 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.

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