Debt Tender Offer
Old Mutual plc
Ref 89/13
6 November 2013
Old Mutual Debt tender offer
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON. (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
Old Mutual plc ("Old Mutual") today announces its invitations (the "Offers") to the holders of its outstanding €500,000,000 Fixed to Floating Rate Step-Up Option B Undated Subordinated Notes (the "UT2 Notes") and £350,000,000 Perpetual Preferred Callable Securities (the "T1 Notes" and, together with the UT2 Notes, the "Securities" and each a "Series") to tender their Securities for repurchase by Old Mutual for cash for aggregate consideration of up to £175,000,000 (or such greater or lesser amount as Old Mutual may determine, in its sole discretion) (the "Total Repurchase Funds Available"), the details of which are set out below. The Offers are being made on the terms, and subject to the conditions, contained in the tender offer memorandum dated 6 November 2013 (the "Tender Offer Memorandum") prepared by Old Mutual, and are subject to the offer and distribution restrictions set out below.
Copies of the Tender Offer Memorandum are (subject to the offer and distribution restrictions) available from the Dealer Managers and the Tender Agent as set out below. Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum. All references to times in this announcement are to London time.
|
Description of the Securities |
Common code/ISIN |
Outstanding principal amount |
Minimum Repurchase Price |
Repurchase Price |
Repurchase funds available* for the Offers |
|
€500,000,000 Fixed to Floating Rate Step-Up Option B Undated Subordinated Notes The current coupon is 5.00 per cent. per annum payable annually in arrear |
023428466 / XS0234284668 |
€494,650,000 |
€1,010 per €1,000 in principal amount of UT2 Notes |
To be determined as set out herein pursuant to a modified Dutch auction |
£175,000,000 (or such greater or lesser amount as Old Mutual may determine, in its sole discretion), or its equivalent in euro, as applicable |
|
£350,000,000 Perpetual Preferred Callable Securities The current coupon is 6.376 per cent. per annum payable annually in arrear |
021555614 / XS0215556142 |
£348,000,000 |
£960 per £1,000 in principal amount of T1 Notes |
*Excluding Accrued Interest Payments
Rationale for the Offers
As part of the debt reduction strategy announced in February 2012, the purpose of the Offers is to purchase certain outstanding debt of Old Mutual and thereby further reduce the overall level of debt and achieve the stated debt reduction target.
Third Quarter 2013 Interim Management Statement
Holders should be aware that Old Mutual today released its third quarter 2013 Interim Management Statement (the "Q3 IMS").
The Securities are qualifying resources under Old Mutual's EU Financial Groups Directive ("FGD") capital calculation. Effective as of the date of this announcement, Old Mutual has excluded an amount equal to the Total Repurchase Funds Available from Old Mutual's regulatory capital surplus calculation. This reduces Old Mutual's FGD capital surplus as at 30 September 2013 and as reported in the Q3 IMS from £2.3 billion to £2.2 billion, representing a new statutory cover ratio of 168%.
Details of the Offers
UT2 Notes Offer and T1 Notes Offer
Old Mutual proposes to accept for repurchase pursuant to the relevant Offers an aggregate principal amount of UT2 Notes and T1 Notes such that the Total Amount Payable by Old Mutual for all of such Securities accepted for repurchase pursuant to the relevant Offers is no greater than the Total Repurchase Funds Available.
Old Mutual will determine the allocation of the Total Repurchase Funds Available between each Series of Securities in its sole discretion, and reserves the right to accept significantly more or less (or none) of either Series of Securities as compared to the other Series of Securities.
Modified Dutch Auction Procedure
The Repurchase Price in respect of each Series of Securities will be determined pursuant to a modified Dutch auction procedure, as described in the Tender Offer Memorandum.
Under the modified Dutch auction procedure, Old Mutual will determine in its sole discretion a repurchase price not less than (i) €1,010 per €1,000 in principal amount of UT2 Notes in the case of the UT2 Notes Repurchase Price; and (ii) £960 per £1,000 in principal amount of T1 Notes in the case of the T1 Notes Repurchase Price.
Securityholders wishing to participate in the UT2 Notes Offer and/or the T1 Notes Offer may submit Tender Instructions on a non-competitive basis (any such offer will be deemed to have specified the relevant Minimum Repurchase Price), or at a price specified by such Securityholder in increments of €1.00 per €1,000 (in the case of UT2 Notes) and £1.00 per £1,000 (in the case of T1 Notes) above the applicable Minimum Repurchase Price. The UT2 Notes Repurchase Price will represent the lowest price that will enable Old Mutual to repurchase an aggregate principal amount of UT2 Notes which equals the UT2 Notes Acceptance Amount. The T1 Notes Repurchase Price will represent the lowest price that will enable Old Mutual to repurchase an aggregate principal amount of T1 Notes which equals the T1 Notes Acceptance Amount.
If the Total Amount Payable in respect of Securities validly tendered for repurchase pursuant to the Offers would be greater than the Total Repurchase Funds Available, then the acceptance of Securities for repurchase will be subject to pro-ration, as further described in "The Offers - Acceptance and Pro-Rata Allocations" in the Tender Offer Memorandum.
Accrued Interest
Old Mutual will also pay Accrued Interest in respect of the Securities validly tendered and accepted by it for repurchase pursuant to the Offers.
General
Securities that are not successfully tendered for repurchase pursuant to the Offers will remain outstanding and remain subject to the terms and conditions of such Securities.
Subject to applicable law and as provided in the Tender Offer Memorandum, Old Mutual may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate either or both of the Offers at any time. Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made.
Electronic Tender Instructions
In order to participate in, and be eligible to receive the applicable Repurchase Price and Accrued Interest in respect of the Securities pursuant to, the Offers, Securityholders must validly tender their Securities by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline. Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum principal amount of €50,000 for the UT2 Notes and £1,000 for the T1 Notes and may be submitted in integral multiples of €1,000 (in the case of the UT2 Notes) and £1,000 (in the case of the T1 Notes)in excess thereof.
Indicative Offer Timetable
|
Date and time |
Event |
|
Wednesday, 6 November 2013 |
Launch Date |
|
|
Offers announced and Tender Offer Memorandum available from the Dealer Managers and the Tender Agent. |
|
4.00 p.m. on Wednesday, 13 November 2013 |
Expiration Deadline |
|
|
Deadline for receipt by the Tender Agent of all Tender Instructions.
|
|
As soon as reasonably practicable on Thursday, 14 November 2013 |
Announcement of Pricing, Acceptance and Results
Announcement by Old Mutual of: (i) in respect of the UT2 Notes, whether Old Mutual will accept valid tenders of UT2 Notes pursuant to the UT2 Notes Offer and if so accepted, the UT2 Notes Acceptance Amount, the UT2 Notes Repurchase Price and the pro-ration factor (if applicable) to be applied to valid tenders of UT2 Notes; and (ii) in respect of the T1 Notes, whether Old Mutual will accept valid tenders of T1 Notes pursuant to the T1 Notes Offer and if so accepted, the T1 Notes Acceptance Amount, the T1 Notes Repurchase Price and the pro-ration factor (if applicable) to be applied to valid tenders of T1 Notes. |
|
Tuesday, 19 November 2013 |
Settlement Date
|
|
|
Payment of the relevant Repurchase Consideration in respect of the Securities accepted for repurchase. |
The above dates and times are subject, where applicable, to the right of Old Mutual to extend, re-open, amend, and/or terminate either Offer (subject to applicable law and as provided in the Tender Offer Memorandum). Securityholders are advised to check with any bank, securities broker or other intermediary through which they hold the relevant Securities when such intermediary would need to receive instructions from a Securityholder in order for that Securityholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in either Offer before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and by each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above. See "Procedures for Participating in the Offers" in the Tender Offer Memorandum.
Unless stated otherwise, all announcements made by Old Mutual in relation to the Offers will be made public through the Notifying News Service(s), through the Clearing Systems for communication to Direct Participants, via a RIS announcement, by publication on the website of Euronext Amsterdam and via a SENS announcement. Copies of all announcements, notices and press releases can also be obtained from the Tender Agent, the contact details for which are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Securityholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers. In addition, Securityholders may contact the Dealer Managers for information using the contact details set out below.
Securityholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on, the procedures for participating in the Offers.
Barclays Bank PLC, Nedbank Limited, London Branch and Société Générale are acting as Dealer Managers for the Offers and Lucid Issuer Services Limited is acting as Tender Agent.
Requests for information in connection with the Offers may be directed to the Dealer Managers:
|
The Dealer Managers |
|
||
|
|
Barclays Bank PLC For information by telephone: |
Nedbank Limited, London Branch For information by telephone: |
|
Société Générale
SG House
41 Tower Hill
London EC3N 4SG
United Kingdom
For information by telephone:
+44 (0)20 7676 7579
Attention: Liability Management
Email: liability.management@sgcib.com
Requests for information in relation to the procedures for tendering Securities in, and for any documents or materials relating to, the Offers should be directed to:
|
The Tender Agent |
|
Lucid Issuer Services Limited Telephone: +44 (0)20 7704 0880 |
Disclaimer This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Securityholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Securities pursuant to the Offers.
Offer and Distribution Restrictions
The distribution of this announcement and/or the Tender Offer Memorandum does not constitute an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come are required by Old Mutual, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions. The Dealer Managers and the Tender Agent (and their respective directors, employees and affiliates) make no representations or recommendations whatsoever regarding this announcement, the Tender Offer Memorandum, the Q3 IMS or either Offer. For the avoidance of doubt, the Q3 IMS shall not be deemed to be incorporated by reference herein or in the Tender Offer Memorandum. The Tender Agent is the agent of Old Mutual and owes no duty to any Securityholder. None of Old Mutual, the Dealer Managers or the Tender Agent makes any recommendation as to whether or not Securityholders should participate in either Offer or refrain from taking any action in either Offer with respect to any of such Securities, and none of them has authorised any person to make any such recommendation.
United States
The Offers are not being made and will not be made, directly or indirectly, in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. The Securities may not be tendered in either Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by U.S. Persons as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person"). Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to U.S. Persons. Any purported tender of Securities in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Securities made by a person located or resident in the United States or by a U.S. Person, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. Person will be invalid and will not be accepted.
Each holder of Securities participating in an Offer will represent that it is not a U.S. Person and it is not located or resident in the United States and is not participating in such Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to (1) those persons who are existing members or creditors of Old Mutual or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.
Italy
None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. Each Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"). The Offers are also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation. Securityholders or beneficial owners of Securities that are located in Italy can tender Securities for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Offers.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit financiële diensten en markten) and, accordingly, no Offer may be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, each as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, this announcement and/or the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and/or the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offers. Neither this announcement nor the Tender Offer Memorandum has been or will be submitted to the clearance procedures (visa) of the Autorité des Marchés Financiers.
General
This announcement and/or the Tender Offer Memorandum do not constitute an offer to buy or the solicitation of an offer to sell Securities, and tenders of Securities in an Offer will not be accepted from Securityholders, in any circumstances or jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require such Offer to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or affiliate (as the case may be) on behalf of Old Mutual in such jurisdiction and such Offer is not made in any such jurisdiction where any Dealer Manager or any of its affiliates is not licensed.
Enquiries
External communications
Patrick Bowes UK +44 20 7002 7440
Investor relations
Dominic Lagan UK +44 20 7002 7190
Kelly de Kock SA +27 21 509 8709
Media
William Baldwin-Charles +44 20 7002 7133
+44 7834 524833
Notes to Editors
Old Mutual provides life assurance, asset management, banking and general insurance to more than 14 million customers in Africa, the Americas, Asia and Europe. Originating in South Africa in 1845, Old Mutual has been listed on the London and Johannesburg Stock Exchanges, among others, since 1999.
In the year ended 31 December 2012, the Group reported adjusted operating profit before tax of £1.6 billion (on an IFRS basis) and had £262 billion of funds under management from core operations.
For further information on Old Mutual plc, please visit the corporate website at www.oldmutual.com
This information is provided by RNS
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