Completion of the Unbundling of Nedbank Group Ltd

RNS Number : 0078E

Old Mutual Limited

15 October 2018

 

Old Mutual Limited

(Incorporated in the Republic of South Africa)

(Registration number: 2017/235138/06)

ISIN: ZAE000255360

JSE Share Code: OMU

NSX Share Code: OMM

("Old Mutual")

LEI: 213800MON84ZWWPQCN47

Ref # 67/18

15 October 2018

COMPLETION OF THE UNBUNDLING BY OLD MUTUAL OF THE MAJORITY OF ITS SHAREHOLDING IN NEDBANK GROUP LIMITED, THE FINAL STEP IN THE MANAGED SEPARATION OF THE OLD MUTUAL PLC GROUP

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS 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 or a prospectus equivalent announcement.

Completion of the unbundling of Nedbank Group Limited and the managed separation of Old Mutual plc

Old Mutual shareholders ("Shareholders") are referred to the announcements published on the Stock Exchange News Services of the JSE Limited ("JSE") ("SENS"), the London Stock Exchange, the Malawi Stock Exchange, the Namibian Stock Exchange and the Zimbabwe Stock Exchange dated 26 September 2018 and 11 October 2018 respectively ("Announcements"), wherein it was announced that Old Mutual will unbundle the majority of its shareholding in the issued share capital of Nedbank Group Limited ("Nedbank") to its Shareholders on Monday, 15 October 2018 ("Unbundling").

Shareholders are advised that Old Mutual has successfully completed the Unbundling as stipulated in the Announcements. This marks the completion of the final step in the managed separation of the Old Mutual plc group, as initially announced by Old Mutual plc in March 2016 ("Managed Separation"). Following the Unbundling Old Mutual has retained (in its shareholder funds) a minority stake of 19.9% of the issued share capital of Nedbank, held directly by Old Mutual Life Assurance Company (South Africa) Limited, an indirect wholly-owned subsidiary of Old Mutual. This stake in Nedbank underpins Old Mutual's long term strategic relationship with Nedbank and the mutually beneficial arm's length commercial arrangements between Old Mutual and Nedbank.

Pursuant to the Unbundling, each eligible Shareholder has received 3.21176 ordinary shares in Nedbank (listed on the JSE and the Namibian Stock Exchange) ("Unbundled Nedbank Shares"), for every 100 Old Mutual shares held on the relevant securities register of Old Mutual as at 5.00 p.m. (SA time) / 4.00 p.m. (UK time) on Friday, 12 October 2018.

Old Mutual believes that the Managed Separation has facilitated significant long-term value unlock for its Shareholders. The Managed Separation has allowed each business - Old Mutual, Quilter plc (formerly, Old Mutual Wealth), BrightSphere Investment Group (formerly, Old Mutual Asset Management) and Nedbank to operate independently within their respective domestic markets and focus on their individual businesses, free from the costs and constraints of a larger group structure. Each of these businesses now has easier access to capital markets to fund growth opportunities and can be valued more appropriately.

Cash Proceeds of Fractional Entitlements

As outlined in the Announcements, fractional entitlements to Unbundled Nedbank Shares will be rounded down to the nearest whole number and the aggregated fractions of the Unbundled Nedbank Shares to which a Shareholder is entitled will be sold in the market as soon as practicable after the Unbundling. Shareholders will accordingly receive monetary compensation in respect of their fractional entitlements to Unbundled Nedbank Shares ("Cash Proceeds"), which has been determined in accordance with the Listings Requirements of the JSE ("Listing Requirements").

Shareholders on Old Mutual's Namibian register, Malawian register, UK branch register and the Zimbabwean register will be paid the local currency cash equivalents of the Cash Proceeds. The Cash Proceeds will be converted to local currency at the effective rates disclosed in the Announcement dated 11 October 2018.

FTSE/JSE Africa Index changes

It was announced by the JSE on SENS on 5 October 2018 that, subject to the completion of the Unbundling, Nedbank will remain in the FTSE/JSE Top 40 Index ("JSE Top 40") with an increased investbility weighting of 74.20018%, previously 43.24603%. It was further stated that Nedbank will remain in the FTSE/JSE Shareholder Weighted All Share Index ("SWIX Index") with an increased investibility weighting of 74.20018%, previously 43.24603%. A capital repayment will be applied to Old Mutual to reflect the value of the Unbundling. These changes were implemented with effect from 10 October 2018. No other changes will be effected as a result of the Unbundling.

Furthermore, on 5 September 2018 the JSE announced, as part of its quarterly review, the constituent free float and share issue changes applied with effect from 25 September 2018. Old Mutual will remain in the SWIX Index with an increased investibility weighting of 71.98654%, previously 61.51652%. 

Nedbank odd-lot offer

Shareholders are further referred to the announcement released by Nedbank on SENS on Monday, 15 October 2018 ("Nedbank Announcement") wherein Nedbank confirmed its intention to implement an odd-lot offer ("Odd-lot Offer") following the Nedbank Unbundling in accordance with the timetable contained in the said announcement, subject to all requisite approvals and in accordance with Listings Requirements, to all eligible Nedbank shareholders holding less than 100 Nedbank ordinary shares ("Odd-lot Holders").

Old Mutual would like to draw Shareholders' attention to paragraph 4 of the Nedbank Announcement, outlining the Odd-lot Offer mechanics. Odd-Lot Holders that wish to retain their Nedbank ordinary shares must specifically make an election to do so. Those Odd-lot Holders who do not make an election will automatically be regarded as having accepted the Odd-lot Offer and chosen to dispose of their Nedbank ordinary shares to Nedbank and will receive the cash consideration as set out in the Nedbank Announcement.

Sponsors:

Merrill Lynch South Africa Proprietary Limited, Johannesburg Stock Exchange sponsor

Stockbrokers Malawi Limited, Malawi Stock Exchange sponsor

PSG Wealth Management (Namibia) Proprietary Limited, Namibian Stock Exchange sponsor

Imara Edwards Securities (Private) Limited, Zimbabwe Stock Exchange sponsor

Joint Financial Advisers:

Merrill Lynch South Africa Proprietary Limited

Rothschild (South Africa) Proprietary Limited

Legal advisers:

Webber Wentzel, South African legal adviser

Linklaters LLP, legal adviser with respect to English law and U.S. law

DISCLAIMER

This announcement is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States of America 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 of America, Australia, Canada or Japan. The Unbundled Nedbank Shares mentioned herein have not been, and will not be, registered under the US Securities Act of 1933 (the "US Securities Act"). The Unbundled Nedbank Shares may not be offered or sold in the United States of America 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 of America.

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 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

Enquiries:

Investor Relations Patrick Bowes (Interim Head of Investor Relations)	T: [phone] E: [e-mail]
Communications: Tabby Tsengiwe	T: [phone] M: [phone] E: [e-mail]

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 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 173 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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