Tender Offer

RNS Number : 6931I

Old Mutual PLC

20 June 2011

 



Ref 70/11

20 June 2011

Tender Offer

Old Mutual plc announces a tender offer for up to €500,000,000 in nominal amount of its €750,000,000 Fixed to Floating Rate Callable Option A Dated Tier 2 Notes due 2017 for repurchase by it for cash.

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 (THE UNITED STATES) OR TO ANY U.S. PERSON.

Old Mutual plc ("Old Mutual") today announces its invitation to the holders (the "Noteholders") of the €750,000,000 Fixed to Floating Rate Callable Option A Dated Tier 2 Notes due 2017 issued under the Old Mutual plc £3,500,000,000 Euro Note Programme (the "Notes"), the details of which are set out below, to tender up to €500,000,000 in nominal amount of the Notes (the "Maximum Acceptance Amount" subject to increase by Old Mutual in its sole discretion) for repurchase by Old Mutual for cash (the "Offer"). The Offer is being made on the terms, and subject to the conditions, contained in the tender offer memorandum dated 20 June 2011 (the "Tender Offer Memorandum") prepared by Old Mutual, and is 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.

Description of the Notes	Common code/ISIN	Current coupon	First call date	Interest Amount payable in respect of the Notes after the first call date	Amount subject to the Offer	Outstanding nominal amount	Repurchase Price
€750,000,000 Fixed to Floating Rate Callable Option A Dated Tier 2 Notes due 2017	028280742/ XS0282807428	4.50 per cent. per annum (payable annually in arrear)	18 January 2012	An amount equal to 6 Months EURIBOR plus a margin of 0.96 per cent. per annum (payable semi-annually in arrear)	€500,000,000	€750,000,000	Par

Rationale for the Offer

The Offer is being made as part of Old Mutual's active capital management strategy and in order to manage its financial liabilities in an economically efficient manner.

Details of the Offer

Old Mutual will pay one hundred per cent. of the nominal amount of the Notes ("Par"), for the Notes validly tendered and accepted by it for repurchase in the Offer, being €50,000 for each €50,000 in nominal amount of the Notes together with interest accrued and unpaid on the Notes from (and including) 18 January 2011 to (but excluding) the Settlement Date (together with the Repurchase Price, the "Repurchase Consideration").

Old Mutual proposes to accept up to the Maximum Acceptance Amount of Notes pursuant to the Offer (although Old Mutual reserves the right, in its sole discretion, to accept less than the Maximum Acceptance Amount for repurchase). If the aggregate nominal amount of Notes validly tendered for repurchase pursuant to the Offer is greater than the Maximum Acceptance Amount, then the acceptance of Notes for repurchase will be subject to pro-ration. See "The Offer - Acceptance and Pro Rata Allocations" in the Tender Offer Memorandum

Notes that are not successfully tendered for repurchase pursuant to the Offer will remain outstanding and remain subject to the Terms and Conditions of such Notes.

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 the Offer 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 Repurchase Consideration in respect of the Notes pursuant to, the Offer, Noteholders must validly tender their Notes 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 nominal amount of Notes of €50,000, and integral multiples of €50,000 in excess thereof.

Indicative Timetable for the Offer

Date and time	Event
20 June 2011	Launch Date Offer announced and Tender Offer Memorandum available from the Dealer Managers and the Tender Agent
28 June 2011 at 5.00 p.m. (London time)	Expiration Deadline Deadline for receipt by the Tender Agent of all Tender Instructions
29 June 2011, as soon as reasonably practicable	Announcement of Acceptance and Results Announcement by Old Mutual of whether Old Mutual will accept valid tenders of Notes pursuant to the Offer and if so, the amount of Notes accepted for repurchase,  the pro-ration factor (if applicable) and any increase in the Maximum Acceptance Amount (if applicable)
1 July 2011	Settlement Date Payment of the Repurchase Consideration in respect of the Notes 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 the Offer (subject to applicable law and as provided in the Tender Offer Memorandum). Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in the 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.

Unless stated otherwise, all announcements made by Old Mutual in relation to the Offer will be made public through Bloomberg, Reuters IIIA and/or such other recognised news service or services as selected by Old Mutual, the Tender Agent and the Dealer Managers, through the Clearing Systems for communication to Direct Participants, via an RIS announcement 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 below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Noteholders may contact the Dealer Managers for information using the contact details below.

Noteholders are advised to read the Tender Offer Memorandum carefully for full details of, and information on, the procedures for participating in the Offer.

Merrill Lynch International, Barclays Bank PLC and BNP PARIBAS are acting as Dealer Managers for the Tender Offer and Lucid Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Tender Offer may be directed to the Dealer Managers.

The Dealer Managers
Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom For information by telephone: [phone]/2324 Attention: Liability Management Group - John Cavanagh/ Tommaso Gros-Pietro Email: [e-mail]/ [e-mail]	Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom For information by telephone: [phone] Attention: Liability Management Group Email: [e-mail]	BNP PARIBAS 10 Harewood Avenue London NW1 6AA United Kingdom For information by telephone: [phone] Attention: Liability Management Group Email: [e-mail]

Requests for information in relation to the procedures for tendering Notes in, and for any documents or materials relating to, the Offer should be directed to:

The Tender Agent

Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Telephone: [phone] Attention: David Shilson / Sunjeeve Patel Email: [e-mail]

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 Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes 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 Notes pursuant to the Offer. None of Old Mutual, the Dealer Managers or the Tender Agent makes any recommendation whether Noteholders should tender Notes pursuant to the Offer.

Offer and Distribution Restrictions

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 each of Old Mutual, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Managers or affiliate, as the case may be, on behalf of Old Mutual in such jurisdiction and the jurisdiction where the Dealer Managers or their respective affiliates is not licensed.

The Dealer Managers and the Tender Agent (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Tender Offer Memorandum or the Offer. The Tender Agent is the agent of Old Mutual and owes no duty to any Noteholder. None of Old Mutual, the Dealer Managers or the Tender Agent makes any recommendation as to whether or not Noteholders should participate in the Offer or refrain from taking any action in the Offer with respect to any of such Notes, and none of them has authorised any person to make any such recommendation.

United States

The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails 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, the internet and other forms of electronic communication. The Notes may not be tendered in the 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 as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act") or to U.S. Persons as defined in Regulation S of the Securities Act (each a "U.S. Person"). Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer 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 U.S. Persons. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Notes participating in the Offer will represent that it is not a U.S. Person and is not participating in the 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 the Offer from the United States. For the purposes of this and the above paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), 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 Offer 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. 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 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 Offer, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations, and therefore the Offer may only be made or promoted, directly or indirectly, in or into the Republic of Italy ("Italy") pursuant to an exemption from the rules governing public purchases or exchange offers (offerte pubbliche di acquisto o scambio) as defined in article 1, paragraph 1, letter v of Italian Legislative Decree no. 58 of February 24, 1998, as amended (the Financial Services Act).

Accordingly, the Offer is not addressed to, and neither the Tender Offer Memorandum nor any other documents, materials or information relating, directly or indirectly, to the Offer can be distributed or otherwise made available (either directly or indirectly) to any person in Italy other than:

(i)       to qualified investors (investitori qualificati) pursuant to article 34-ter, paragraph 1, letter (b), of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time (the CONSOB Regulation) acting on their own account; or

(ii)      in any other circumstances where an express exemption from compliance with the restrictions on public purchases or exchange offers applies pursuant to the Financial Services Act or the CONSOB Regulation.

Belgium

None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 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 Offer may not be advertised and the Offer will not be extended, and none of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer (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, the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer 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 Offer. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Enquiries

External Communications
Patrick Bowes		[phone]
Investor Relations
Deward Serfontein	SA	[phone]
Aleida White	UK	[phone]
Media
William Baldwin-Charles		[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 to more than 15 million customers in Europe, the Americas, Africa and Asia.  Old Mutual plc is listed on the London Stock Exchange and the Johannesburg Stock Exchange, among others.

In the year ended 31 December 2010, the Group reported adjusted operating profit before tax of £1.5 billion (on an IFRS basis) and had £309 billion of funds under management, from core operations. 

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

 

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