Old Mutual Ltd - Old Mutual plc Tender Offer
Incorporated in the
Registration number: 2017/235138/06
JSE Share Code: OMU
NSX Share Code: OMM
NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) ("U.S. PERSON") OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (TOGETHER, THE "UNITED STATES") OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
OLD MUTUAL SUBSIDIARY OLD MUTUAL PLC LAUNCHES TENDER OFFERS IN RESPECT OF ITS OUTSTANDING
Old Mutual notes that its subsidiary,
The purpose of the tender offers is to utilise available liquidity to manage
The body of the
Copies of the Tender Offer Memorandum are available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Description of the Securities
Amount subject to the Offers
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XS0632932538 / 063293253
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116 per cent. of the nominal amount of the 2021 Securities
Any and all
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XS1312138750 / 131213875
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121 per cent. of the nominal amount of the 2025 Securities
Rationale for the Offers
The purpose of the Offers is to utilise available liquidity to manage the Company's debt maturity profile by reducing outstanding indebtedness and to reduce interest costs.
The 2021 Securities and 2025 Securities are each rated Ba2 by
Details of the Offers
In order to participate in the Offers, Securityholders must validly tender their Securities for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by
The Company will pay, on the Settlement Date, a cash purchase price (the "2021 Purchase Price") equal to 116 per cent. of the nominal amount of the 2021 Securities validly tendered and accepted by it for purchase pursuant to the 2021 Offer and the relevant Accrued Interest Payment.
If the Company decides to accept any 2021 Securities validly tendered for purchase pursuant to the 2021 Offer, the Company proposes to accept for purchase all 2021 Securities validly tendered for purchase pursuant to the 2021 Offer.
The Company will pay, on the Settlement Date, a cash purchase price (the "2025 Purchase Price" and, together with the 2021 Purchase Price, the "Purchase Prices", and each a "Purchase Price") equal to 121 per cent. of the nominal amount of the 2025 Securities validly tendered and accepted by it for purchase pursuant to the 2025 Offer and the relevant Accrued Interest Payment.
If the Company decides to accept any 2025 Securities validly tendered for purchase pursuant to the 2025 Offer, the Company proposes to accept for purchase all 2025 Securities validly tendered for purchase pursuant to the 2025 Offer.
The Company will announce its decision whether to accept valid tenders of Securities for purchase pursuant to the Offers and, if so accepted, the 2021 Securities Acceptance Amount and the 2025 Securities Acceptance Amount, as soon as reasonably practicable on the Business Day immediately following the Tender Expiration Deadline.
Managed Separation Announcements
Securityholders' attention is drawn to the information contained in the recent announcements in respect of the Company including those dated
Under the Offers, all Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Date and time
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Commencement of the Offers.
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Tender Expiration Deadline.
As soon as reasonably practicable on the Business Day immediately following the Tender Expiration Deadline
Announcement of whether the Company will accept valid tenders of Securities pursuant to either or both Offers and, if so accepted, (i) the 2021 Securities Acceptance Amount, (ii) the 2025 Securities Acceptance Amount, and (iii) the expected Settlement Date.
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Expected Settlement Date.
Payment of the relevant Purchase Price and relevant Accrued Interest Payment for the Securities accepted for purchase pursuant to the Offers.
Subject to applicable law and as provided in the Tender Offer Memorandum, the Company may, in its sole and absolute discretion, extend, re-open, amend, waive any condition of or terminate an Offer and the above dates and times are subject to the right of the Company to so extend, re-open, amend, or waive any condition of or terminate the Offers.
Securityholders are advised to check with any bank, securities broker or other intermediary through which they hold Securities when such intermediary would require 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, an Offer before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines above.
Subject as provided in the Tender Offer Memorandum, the Settlement Date for the Offers may be earlier or later than the above date and could be different. The Company will confirm the final Settlement Date at the same time as the announcement of the results of the Offers.
The Company is under no obligation to accept any tender of Securities for purchase pursuant to an Offer. Tenders of Securities for purchase may be rejected in the sole and absolute discretion of the Company for any reason and the Company is under no obligation to Securityholders to furnish any reason or justification for refusing to accept a tender of Securities for purchase. For example, tenders of Securities may be rejected if an Offer is terminated, if any such tender does not in the determination of the Company comply with the requirements of a particular jurisdiction or for any other reason.
Unless stated otherwise, announcements in connection with the Offers will be made (i) by publication via RNS and on the website of the Company at www.oldmutual.com and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and by the issue of a press release to a
Securityholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offers.
Requests for information in relation to the Offers should be directed to:
The Dealer Managers
Telephone: +44 20 7996 5420
Telephone: +44 20 7002 3540
Requests for information in relation to the procedures for tendering Securities and participating in the Offers, and the submission of a Tender Instruction should be directed to:
The Tender Agent
12 Argyle Walk
London WC1H 8HA
Telephone: + 44 20 7704 0880
Attention: Thomas Choquet / Arlind Bytyqi
Email: [email protected]
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 an Offer. If any Securityholder is in any doubt as to the action it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial 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 or intermediary must contact such entity if it wishes to tender Securities in an Offer. None of the Dealer Managers, the Tender Agent or the Company makes any recommendation as to whether Securityholders should tender Securities in the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Securities (and tenders of Securities for purchase pursuant to the Offers will not be accepted from Securityholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and either Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.
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 comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.
United States: The Offers are 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 or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. 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 U.S. Person and the Securities cannot be tendered in the Offers by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Any purported tender of Securities in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Securities made by, or by any person acting for the account or benefit of, a U.S. Person or 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 Securities participating in the Offers will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the Offers 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 Offers 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 (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa,
Italy: None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offers are being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of
United Kingdom: The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are 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
France: The Offers are 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 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, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offers. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Nwabisa Piki T: +27 (11) 217 1951
M: +27 (0)83 846 1474
Tabby Tsengiwe T: +27 (11) 217 1953
M: +27 (0)60 547 4947
Notes to Editors
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 170 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.
This information is provided by RNS, the news service of the
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Market Cap: £2.72 billion
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