To view the PDF file, sign up for a MySharenet subscription.

OLD MUTUAL PLC - Old Mutual Update on Managed Separation Timetable and Publication of Shareholder Documentation

Release Date: 20/04/2018 16:54
Code(s): OML     PDF:  
Wrap Text
Old Mutual Update on Managed Separation Timetable and Publication of Shareholder Documentation

   OLD MUTUAL PLC
   ISIN CODE: GB00B77J0862
   JSE SHARE CODE: OML
   NSX SHARE CODE: OLM
   ISSUER CODE: OLOMOL
   Old Mutual plc

   Ref 198/18
   20 April 2018

   OLD MUTUAL UPDATE ON MANAGED SEPARATION TIMETABLE AND PUBLICATION OF
   SHAREHOLDER DOCUMENTATION

   Old Mutual plc’s 2017 Annual Results announcement of 15th March 2018 included information of the
   further steps required to effect its strategy of managed separation. Old Mutual plc has today published
   a circular (the “Circular”) to its shareholders including proposals regarding the final processes needed
   to complete its managed separation. The Circular will be available at: www.oldmutualplc.com. In
   addition, Old Mutual Limited (“OML”) has also published its pre-listing statement (the “OML PLS”), which
   will be available at www.oldmutual.com, and Quilter plc (“Quilter”) has published its listing prospectus
   (the “Quilter Prospectus”), which will be available at https://www.oldmutualwealth.co.uk/quilter/investor-
   relations/.

   OML and Nedbank Group Limited (“Nedbank”) have also signed their relationship agreement
   (“Relationship Agreement”) to govern the terms of the relationship upon completion of managed
   separation and replace the historic relationship agreement between Old Mutual plc and Nedbank. The
   Relationship    Agreement      will    be    available  online   at   www.oldmutualplc.com     and
   www.nedbankgroup.co.za and in physical form at OML’s offices at Mutualpark, Jan Smuts Drive,
   Pinelands, 7405, and Nedbank’s head office at 135 Rivonia Road, Sandown, 2196, South Africa.
   The proposals to finalise the managed separation require Old Mutual plc shareholder and UK Court
   approvals. If the proposals are approved by shareholders and the UK Court, and upon listing of the
   relevant securities as set out in the summarised timetable below, for every three Old Mutual plc shares
   held shareholders will receive:

       •   one ordinary share in Quilter (formerly Old Mutual Wealth); and
       •   three ordinary shares in Old Mutual Limited (the new holding company of Old Mutual Emerging
           Markets, the holding in Nedbank, and residual Old Mutual plc),

   and shareholders will no longer hold any shares in Old Mutual plc, which will be delisted.
   It is proposed that the managed separation is finalised in three principal steps, as follows:

       •   The first step involves the listing of Quilter and the distribution of 86.6% of the total issued share
           capital of Quilter to Old Mutual plc shareholders (the “Quilter Demerger”), as well as the
           expected divestment by Old Mutual plc of up to 9.6% of the total issued share capital of Quilter
               by way of a cash placing of Quilter Shares to institutional investors (the “Quilter Share Sale”),
               the related over-allotment option and a non-executive director share purchase (whereby Quilter
               and Old Mutual plc non-executive directors will have the opportunity to purchase Quilter shares
               at the same price as other investors participating in the cash placing). The remaining 3.8% of
               the total issued share capital of Quilter is held by the Quilter Joint Share Ownership Plan (JSOP)
               Trustee, on behalf of certain management and staff of Quilter. Quilter will have its primary listing
               on the London Stock Exchange and a secondary inward listing on the Johannesburg Stock
               Exchange. The proceeds of the expected 9.6% divestment will be received by Old Mutual plc
               and retained within the OML group.
           •   The second step, which takes place on the day after the first, involves the listing of OML in
               order to establish the domicile and primary listing of OML in South Africa. Immediately prior to
               its listing, OML, which is a South African domiciled and regulated entity, will become the holding
               company of Old Mutual plc. Old Mutual plc will become a subsidiary of OML, alongside the
               operating businesses. OML will have its primary listing on the Johannesburg Stock Exchange,
               a standard listing on the London Stock Exchange and secondary listings on the Malawi Stock
               Exchange, Namibian Stock Exchange and the Zimbabwe Stock Exchange.
           •   The third step is the proposed unbundling of Nedbank approximately six months after the
               implementation of the second step, whereby OML intends, subject to certain conditions, to
               distribute 32% of the issued ordinary share capital of Nedbank (and will in any event, distribute
               at least 30% of the issued ordinary share capital) to the OML shareholders on the OML share
               register at that time, whilst retaining a minority stake of 19.9% of the issued ordinary share
               capital of Nedbank (“Nedbank Unbundling”).

       These steps can only be implemented if the requisite approvals, including approval by Old Mutual plc
       shareholders, are obtained.

       The first and second steps, except for the Quilter Share Sale, will be implemented by UK Court
       sanctioned processes known as schemes of arrangement. The first scheme of arrangement (“First
       Scheme”) includes, inter alia, a Court approved reduction of capital of Old Mutual plc (the “Reduction”)
       which will augment distributable reserves for Old Mutual plc. As noted in the 2017 Annual Report, as
       part of Managed Separation, certain operating subsidiaries will be transferred to OML and Old Mutual
       plc will have no on-going businesses. Old Mutual plc will need to satisfy the Court for the Reduction that
       it will continue to hold sufficient high-quality liquid assets to meet its liabilities and deal with any
       contingencies, plus adequate headroom (expected to be a minimum of 10% of surplus assets in excess
       of liabilities), taking into account relevant insurances. The assets within Old Mutual plc are expected to
       largely consist of sterling denominated high quality fixed income securities and cash or near cash
       instruments to match the maturity profile of the debt obligations. The speed of release of any surplus
       from Old Mutual plc is anticipated to be at the discretion of the UK Court in the context of the Reduction.
       The exact number and value of Nedbank shares that each OML shareholder will receive will be
       determined by a number of factors at the time of the Nedbank Unbundling, including the total number
       of OML shares and Nedbank shares in issue and the market value of Nedbank shares. If 32% of the
       issued ordinary share capital of Nedbank is distributed to OML shareholders, and if the number of OML
       and Nedbank shares in issue immediately after the listing is to remain constant until the time of the
       Nedbank Unbundling, then for every 100 OML shares held, OML shareholders will receive
       approximately three ordinary shares in Nedbank.

       OML’s and Nedbank’s Relationship Agreement contains certain provisions which are effective on
       admission of OML to listing on the JSE with the balance becoming effective upon the implementation
       of the Nedbank Unbundling and deals with, inter alia, the commercial basis of the relationship and the
       governance processes. In particular, the Relationship Agreement provides for matters such as the right
       for OML to nominate one non-executive Board member to serve on the Nedbank Group and Nedbank
       Limited Boards once the Nedbank Unbundling is implemented and the protocols governing any review
       by OML of its minority shareholding in Nedbank.

       Shareholder approval will be sought at a general meeting of Old Mutual plc shareholders, expected to
       be held at 11.00 a.m. on 25 May 2018, which will be preceded by two separate shareholder meetings
       convened by the UK Court (the First Court Meeting and the Second Court Meeting), expected to be
       held at 10.30 a.m. and 10.45 a.m. respectively on 25 May 2018. Apart from the fact that they are
       convened by the UK Court, the First Court Meeting and Second Court Meeting are similar in format to
       any other shareholder meeting of Old Mutual plc.

       In particular:
           •    in order to facilitate the Quilter Demerger and an increase of the distributable reserves of Old
                Mutual plc that will facilitate a corporate restructuring ahead of the Nedbank Unbundling, it will
                be necessary to obtain Old Mutual plc shareholder approval at the First Court Meeting;
           •    as a result of its size relative to Old Mutual plc, the Quilter Demerger is a class 1 transaction
                (as defined in the UK Listing Rules) and Old Mutual plc shareholders will therefore be asked to
                approve the Quilter Demerger at the General Meeting; and
           •    because the insertion of Old Mutual Limited as the holding company of Old Mutual plc will be
                implemented by way of a UK Court-sanctioned scheme of arrangement (“Second Scheme”), it
                will be necessary to obtain Old Mutual plc shareholder approval at the Second Court Meeting.
       Subsidiary Board updates
       As part of the managed separation process, the following changes in subsidiary Boards have taken
       place:

       Bruce Hemphill, Chief Executive of Old Mutual plc resigned from the Boards of Old Mutual Group
       Holdings (which is currently the holding company of Old Mutual Emerging Markets and the Nedbank
       holding) and from Quilter on 19 April 2018.

       Ingrid Johnson, Group Finance Director of Old Mutual plc resigned from the Board of Quilter on 19 April
       2018. Her executive-related responsibilities as acting Chief Financial Officer (“CFO”) in respect of Old
       Mutual Limited are being transitioned to Casper Troskie, in an orderly manner, following his appointment
       as CFO of Old Mutual Limited with effect from 27 March 2018. To support this transition and the
       proposed listing of OML, it is intended that Ingrid Johnson will remain on the Board of Old Mutual Limited
       as an Executive Director until 30 June 2018 and as a Non-executive Director until at least the end of
       March 2019.

       Capital Market Events
       Quilter will host a capital markets event in London, UK on 26th April 2018 and Old Mutual Limited will
       host a site visit and an analyst presentation on 16th and 17th May 2018, respectively, in Johannesburg,
       South Africa. Further details will be communicated in due course.
       Expected Timetable of Managed Separation Key Events

        Event                                                          Time and/or date
        Publication of the Circular                                    20 April 2018

        First Court Meeting                                            10.30 a.m. on Friday, 25 May 2018

        Second Court Meeting                                           10.45 a.m. on Friday, 25 May 2018


        Event                                                          Time and/or date
        General Meeting                                                11.00 a.m. on Friday, 25 May 2018

        Last day to trade in Old Mutual plc Shares on the              Thursday, 14 June 2018
        Malawian Register

        Last day to trade in Old Mutual plc Shares on the UK           Friday, 22 June 2018
        Register, SA Register, the Namibian Register and the
        Zimbabwean Register

        Court hearing to sanction the First Scheme                     Wednesday, 20 June 2018

        Court hearing to sanction the Second Scheme                    Monday, 25 June 2018

        Admission of the Quilter Shares to the London Stock            8.00 a.m. on Monday, 25 June 2018
        Exchange and Johannesburg Stock Exchange and
        commencement of unconditional dealings in Quilter
        Shares on the London Stock Exchange and
        Johannesburg Stock Exchange

        Admission of the Old Mutual Limited Shares to                  8.00 a.m. on Tuesday, 26 June 2018
        Johannesburg Stock Exchange, London Stock
        Exchange, the Namibian Stock Exchange, the Zimbabwe
        Stock Exchange and the Malawi Stock Exchange and
        commencement of unconditional dealings in Old Mutual
        Limited Shares on all of those stock exchanges

        Delisting of Old Mutual plc Shares from the London Stock       by 8.00 a.m. on Tuesday, 26 June 2018
        Exchange
        Delisting of Old Mutual plc Shares from the                    Friday, 29 June 2018
        Johannesburg Stock Exchange, the Namibian Stock
        Exchange, the Zimbabwe Stock Exchange and the
        Malawi Stock Exchange




       Enquiries
       Investor relations
       Patrick Bowes (Old Mutual plc)                       +44 20 7002 7440
       Dominic Lagan (Old Mutual plc)                       +44 20 7002 7190
       John-Paul Crutchley (Quilter)                        +44 20 7002 7016
       Nwabisa Piki (OML)                                   +27 11 217 1951

       Media
       William Baldwin-Charles                              +44 20 7002 7133
                                                            +44 7834 524833
       JSE Sponsor:

       Merrill Lynch South Africa (Pty) Limited


       Notes to Editors
       About Old Mutual plc


       Old Mutual plc is a holding company for several financial services companies. In March 2016, it announced a new
       strategy of managed separation entailing the separation of its underlying businesses into independently-listed,
       standalone entities.

       BrightSphere Investment Group, a US based institutional asset manager, which rebranded from OM Asset
       Management in March 2018, is now independent from Old Mutual. The remaining underlying businesses are:
       OML (which includes Old Mutual Emerging Markets): OML has an ambition to become a premium financial
       services group in sub-Saharan Africa and offers a broad spectrum of financial solutions to retail and corporate
       customers across key market segments in 17 countries.

       Nedbank: Nedbank ranks as a top-5 bank by capital on the African continent and Ecobank, in which Nedbank
       maintains a 21.2% shareholding, ranks within the top-10 banks by assets on the African continent.
       Quilter: Quilter (formerly Old Mutual Wealth) is a leader in the UK and in selected offshore markets in wealth
       management, providing advice-led investment solutions and investment platforms to over 900,000 customers,
       principally in the affluent market segment.

       For the year ended 31 December 2017, Old Mutual reported an adjusted operating profit before tax of £2.0 billion.
       For further information on Old Mutual plc and the underlying businesses, please visit the corporate website at
       www.oldmutualplc.com.

       This announcement contains forward-looking statements with respect to certain of Old Mutual plc's, Quilter's and
       OML's plans and their current goals and expectations relating to the execution of Managed Separation. By their
       nature, all forward-looking statements involve risk and uncertainty because they relate to future events and
       circumstances which are beyond Old Mutual plc's, Quilter's and OML's control, including amongst other things,
       those set out in the Circular, the Quilter Prospectus and the OML PLS. As a result, the execution of Managed
       Separation may differ materially from the forward-looking statements set forth in this announcement. These
       forward-looking statements speak only as of the date on which they are made. Old Mutual plc, Quilter and OML
       expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking
       statements contained in this announcement or any other forward-looking statements they may make.
       IMPORTANT INFORMATION

       This announcement is not an offer to sell, or a solicitation of an offer to purchase, securities in the United States or
       in any other jurisdiction.
       The securities to which these materials relate have not been and will not be registered under the US Securities Act
       of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdictions of the United
       States, and 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 Securities Act. There will be no public offering of the securities
       in the United States. The securities to be issued in connection with the schemes are expected to be issued in
       reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10).

       The release, publication or distribution of this announcement, the Circular, the OML PLS and the Quilter Prospectus
       in jurisdictions other than South Africa, the United Kingdom, Malawi, Namibia and Zimbabwe may be restricted by
       law and therefore persons in whose possession any of this announcement, the Circular, the OML PLS and the
       Quilter Prospectus comes should inform themselves about, and observe, any such applicable restrictions or
       requirements. Any failure to comply with such restrictions or requirements may constitute a violation of the
       securities laws and regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the
       companies involved in the Proposals to finalise the Managed Separation disclaim any responsibility or liability for
       the violation of such restrictions or requirements by any person.
       This announcement does not comprise a prospectus or a prospectus equivalent document. Neither this
       announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer
       or commitment whatsoever in any jurisdiction.


       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 (“FAIS Act”) and
       should not be construed as an express or implied recommendation, guide or proposal that any particular transaction
       in respect of any securities or in relation to the business or future investments of Old Mutual plc, OML or Quilter is
       appropriate to the particular investment objectives, financial situations or needs of a prospective investor. Nothing
       in this announcement should be construed as constituting the canvassing for, or marketing or advertising of,
       financial services in South Africa, the United Kingdom, Malawi, Namibia, Zimbabwe or any other jurisdiction.



Date: 20/04/2018 04:54:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story