Consent Solicitation

RNS Number : 5715I

Old Mutual PLC

15 March 2010

 



Ref 13/10

OLD MUTUAL PLC ANNOUNCES A CONSENT SOLICITATION IN RELATION TO ITS OUTSTANDING EUR 30,000,000 3.12 PER CENT. FIXED RATE NOTES DUE 11 JULY 2010 (ISIN: XS0168080322), EUR 10,000,000 3.12 PER CENT FIXED RATE NOTES DUE 23 DECEMBER 2010 (ISIN: XS0179675508), EUR 20,000,000 5.01 PER CENT. NOTES DUE 6 AUGUST 2013 (ISIN: XS0173801415), USD 50,000,000 FLOATING RATE NOTES DUE SEPTEMBER 2011 (ISIN: XS0201845319), ZAR 100,000,000 FLOATING RATE NOTES DUE 2011 (ISIN: XS0445210593) AND ITS ZAR 550,000,000 FLOATING RATE NOTES DUE 2010 (ISIN: XS0445211484)  

15 March 2010

Overview

Old Mutual plc announced today its invitation to holders of the outstanding EUR 30,000,000 3.12 per cent. Fixed Rate Notes due 11 July 2010 (ISIN: XS0168080322) (the "EUR July 2010 Notes"), EUR 10,000,000 3.12 per cent. Fixed Rate Notes due 23 December 2010 (ISIN: XS0179675508) (the "EUR December 2010 Notes"), EUR 20,000,000 5.01 per cent. Notes due 6 August 2013 (ISIN: XS0173801415) (the "EUR 2013 Notes"), USD 50,000,000 Floating Rate Notes due September 2011 (ISIN: XS0201845319) (the "USD 2011 Notes"), ZAR 100,000,000 Floating Rate Notes due 2011 (ISIN: XS0445210593) (the "ZAR 2011 Notes") and the ZAR 550,000,000 Floating Rate Notes due 2010 (ISIN: XS0445211484) (the "ZAR 2010 Notes" and together with the EUR July 2010 Notes, the EUR December 2010 Notes, the EUR 2013 Notes, the USD 2011 Notes and the ZAR 2011 Notes, the "Notes") to vote in respect of an Extraordinary Resolution in respect of their Notes, subject to the terms and conditions set out in the Solicitation Memorandum dated 15 March 2010 (the "Solicitation Memorandum").

Capitalised terms used in this announcement have the meanings ascribed to them in the Solicitation Memorandum.

Amendment to Terms and Conditions of the ZAR Notes

The Consent Solicitation is seeking the consent of holders of the ZAR Notes to the deletion of Condition 10(a)(vii) of the ZAR Notes in its entirety and the amendment of Condition 10 (a)(iv) of the ZAR Notes with the result that the cessation of business by a Principal Subsidiary of the Company, where such cessation is as a result of or in connection with any transfer, sale or disposal on arms' length terms of any or all of its undertaking or assets, will not trigger an Event of Default under the Conditions of the ZAR Notes.

Amendment to Terms and Conditions of the USD 2011 Notes, the EUR 2010 Notes and the EUR 2013 Notes

The Consent Solicitation is seeking the consent of holders of the USD 2011 Notes, the EUR 2010 Notes and the EUR 2013 Notes to the amendment of Condition 10(a)(v) with the result that the cessation of business by a Principal Subsidiary of the Company, where such cessation is as a result of or in connection with any transfer, sale or disposal on arms' length terms of any or all of its undertaking or assets, will not trigger an Event of Default under the Conditions of the USD 2011 Notes, the EUR 2010 Notes and the EUR 2013 Notes.

Instruction Fees

In relation to each Series of Notes, Old Mutual shall, if the relevant Extraordinary Resolution is duly passed, no later than the fifth Business Day after the Approval Date in respect of such Extraordinary Resolution, (i) pay to those Holders from whom valid Electronic Voting Instructions in favour of the Proposals are received by the Tabulation Agent (via the Clearing Systems) before the Early Instruction Deadline (and not revoked) the Early Instruction Fee of an amount equal to 0.50 per cent. of the principal amount of the outstanding Notes the subject of such Electronic Voting Instructions, and (ii) pay to those Holders from whom valid Electronic Voting Instructions in favour of the Proposals are received by the Tabulation Agent (via the Clearing Systems) after the Early Instruction Deadline but prior to the Expiration Time (and not revoked) the Late Instruction Fee of an amount equal to 0.25 per cent. of the principal amount of the outstanding Notes the subject of such Electronic Voting Instructions.

The relevant Instruction Fee shall be paid to the relevant Clearing System for payment into such Holders' cash account in such Clearing System. Only Holders who deliver, or arrange to have delivered on their behalf, valid Electronic Voting Instructions in favour of the Proposals before the Early Instruction Deadline, or after the Early Instruction Deadline but before the Expiration Time, as the case may be (and in each case, not revoked) will be eligible to receive the applicable Instruction Fee. For the avoidance of doubt, (i) Holders will not be eligible to receive either the Early Instruction Fee or the Late Instruction Fee if they vote against the Extraordinary Resolution, vote other than by the delivery of a valid Electronic Voting Instruction or if they do not vote at all and (ii) payment of any Instruction Fees is conditional upon the passing of the relevant Extraordinary Resolution.

Meeting of Noteholders

Each Meeting of Noteholders shall take place at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on 13 April 2010.

Expected timetable

Event	Date
Announcement of Proposal and Notice of Meeting given to Holders through the Clearing Systems.	15 March 2010
Solicitation Memorandum to be made available to Holders via the Clearing Systems and at the specified office of each of the Solicitation Agents, the Tabulation Agent and the Principal Paying Agents (copies of which are obtainable by Holders, upon request, free of charge).	15 March 2010
Notice of Meeting deemed to have been received by Holders	22 March 2010
Early Instruction Deadline: Latest time and date for delivery and receipt of valid Electronic Voting Instructions through the Clearing Systems to receive the Early Instruction Fee (Electronic Voting Instructions validly submitted by this date are irrevocable (other than in the limited circumstances set out in the Solicitation Memorandum under the heading "Procedures in connection with the Consent Solicitation - Amendments")).	4.00 p.m. (London Time) on 26 March 2010
Expiration Time: Latest time and date for (i) delivery and receipt of valid Electronic Voting Instructions through the Clearing Systems to receive the Late Instruction Fee (such Electronic Voting Instructions are irrevocable from this date) and (ii) obtaining a voting certificate from the relevant Paying Agent and for the issuance or revocation of a voting instruction given other than by way of an Electronic Voting Instruction in respect of:
EUR July 2010 Notes
EUR December 2010 Notes
EUR 2013 Notes
USD 2011 Notes
ZAR 2011 Notes
ZAR 2010 Notes
No Instruction Fees shall be payable in respect of valid Voting Instructions delivered after the Expiration Time.
Date of the Meetings.	13 April 2010
Notice of results of the Meetings to be given to Holders.	13 April 2010
If the Extraordinary Resolution is passed at the Meeting:
Payment of the relevant Instruction Fee to Holders who have submitted valid Electronic Voting Instructions by the Early Instruction Deadline or the Expiration Time as the case may be. The Extraordinary Resolution will only become effective when such payment is made.	No later than the fifth Business Day following the Approval Date
Execution of the Supplemental Trust Deeds	On or about the date the relevant Extraordinary Resolution becomes effective

For further information:

A complete description of the terms and conditions of the Proposals and the Consent Solicitation will be set out in the Solicitation Memorandum. Further details on the transaction can be obtained from:

The Solicitation Agents:

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
E-Mail: [e-mail]
Attention: Liability Management

Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
E-Mail: [e-mail]
Attention: John M. Cavanagh

Nedbank Limited
1st Floor
Old Mutual Place
2 Lambeth Hill
London EC4V 4GG
E-Mail: [e-mail]
Attention: Graham Hardy

Holders may obtain copies of the Solicitation Memorandum from:

The Tabulation Agent:

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Tel: [phone]
E-Mail: [e-mail]
Attention: Trust & Securities Services

For further information on Old Mutual plc, please visit the corporate website at www.oldmutual.com 

Enquiries

Investor Relations
Patrick Bowes	UK	[phone]
Deward Serfontein	SA	[phone]
Media
Matthew Gregorowski	UK / SA	[phone]
		[phone]
Don Hunter (Finsbury)	UK	[phone]

Notes to Editors

Old Mutual

Old Mutual plc is an international long-term savings, protection and investment Group.  Originating in South Africa in 1845, the Group provides life assurance, asset management, banking and general insurance in Europe, the Americas, Africa and Asia.  Old Mutual plc is listed on the London Stock Exchange and the JSE, among others.

In the year ended 31 December 2009, the Group reported adjusted operating profit before tax of £1.2 billion (on an IFRS basis) and had £285 billion of funds under management at the year end.  The Group has approximately 54,000 employees.

 

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