TIDMOML
RNS Number : 6750L
Old Mutual PLC
20 April 2018
Old Mutual plc
Ref 198/18
20 April 2018
old mutual Update on managed separation timetable and
publication of shareholder documentation
Old Mutual plc's 2017 Annual Results announcement of 15(th)
March 2018 included information of the further steps required to
effect its strategy of managed separation. Old Mutual plc has today
published a circular (the "Circular") to its shareholders including
proposals regarding the final processes needed to complete its
managed separation. The Circular will be available at:
www.oldmutualplc.com. In addition, Old Mutual Limited ("OML") has
also published its pre-listing statement (the "OML PLS"), which
will be available at www.oldmutual.com, and Quilter plc ("Quilter")
has published its listing prospectus (the "Quilter Prospectus"),
which will be available at
https://www.oldmutualwealth.co.uk/quilter/investor-relations/.
OML and Nedbank Group Limited ("Nedbank") have also signed their
relationship agreement ("Relationship Agreement") to govern the
terms of the relationship upon completion of managed separation and
replace the historic relationship agreement between Old Mutual plc
and Nedbank. The Relationship Agreement will be available online at
www.oldmutualplc.com and www.nedbankgroup.co.za and in physical
form at OML's offices at Mutualpark, Jan Smuts Drive, Pinelands,
7405, and Nedbank's head office at 135 Rivonia Road, Sandown, 2196,
South Africa.
The proposals to finalise the managed separation require Old
Mutual plc shareholder and UK Court approvals. If the proposals are
approved by shareholders and the UK Court, and upon listing of the
relevant securities as set out in the summarised timetable below,
for every three Old Mutual plc shares held shareholders will
receive:
-- one ordinary share in Quilter (formerly Old Mutual Wealth); and
-- three ordinary shares in Old Mutual Limited (the new holding
company of Old Mutual Emerging Markets, the holding in Nedbank, and
residual Old Mutual plc),
and shareholders will no longer hold any shares in Old Mutual
plc, which will be delisted.
It is proposed that the managed separation is finalised in three
principal steps, as follows:
-- The first step involves the listing of Quilter and the
distribution of 86.6% of the total issued share capital of Quilter
to Old Mutual plc shareholders (the "Quilter Demerger"), as well as
the expected divestment by Old Mutual plc of up to 9.6% of the
total issued share capital of Quilter by way of a cash placing of
Quilter Shares to institutional investors (the "Quilter Share
Sale"), the related over-allotment option and a non-executive
director share purchase (whereby Quilter and Old Mutual plc
non-executive directors will have the opportunity to purchase
Quilter shares at the same price as other investors participating
in the cash placing). The remaining 3.8% of the total issued share
capital of Quilter is held by the Quilter Joint Share Ownership
Plan (JSOP) Trustee, on behalf of certain management and staff of
Quilter. Quilter will have its primary listing on the London Stock
Exchange and a secondary inward listing on the Johannesburg Stock
Exchange. The proceeds of the expected 9.6% divestment will be
received by Old Mutual plc and retained within the OML group.
-- The second step, which takes place on the day after the
first, involves the listing of OML in order to establish the
domicile and primary listing of OML in South Africa. Immediately
prior to its listing, OML, which is a South African domiciled and
regulated entity, will become the holding company of Old Mutual
plc. Old Mutual plc will become a subsidiary of OML, alongside the
operating businesses. OML will have its primary listing on the
Johannesburg Stock Exchange, a standard listing on the London Stock
Exchange and secondary listings on the Malawi Stock Exchange,
Namibian Stock Exchange and the Zimbabwe Stock Exchange.
-- The third step is the proposed unbundling of Nedbank
approximately six months after the implementation of the second
step, whereby OML intends, subject to certain conditions, to
distribute 32% of the issued ordinary share capital of Nedbank (and
will in any event, distribute at least 30% of the issued ordinary
share capital) to the OML shareholders on the OML share register at
that time, whilst retaining a minority stake of 19.9% of the issued
ordinary share capital of Nedbank ("Nedbank Unbundling").
These steps can only be implemented if the requisite approvals,
including approval by Old Mutual plc shareholders, are
obtained.
The first and second steps, except for the Quilter Share Sale,
will be implemented by UK Court sanctioned processes known as
schemes of arrangement. The first scheme of arrangement ("First
Scheme") includes, inter alia, a Court approved reduction of
capital of Old Mutual plc (the "Reduction") which will augment
distributable reserves for Old Mutual plc. As noted in the 2017
Annual Report, as part of Managed Separation, certain operating
subsidiaries will be transferred to OML and Old Mutual plc will
have no on-going businesses. Old Mutual plc will need to satisfy
the Court for the Reduction that it will continue to hold
sufficient high-quality liquid assets to meet its liabilities and
deal with any contingencies, plus adequate headroom (expected to be
a minimum of 10% of surplus assets in excess of liabilities),
taking into account relevant insurances. The assets within Old
Mutual plc are expected to largely consist of sterling denominated
high quality fixed income securities and cash or near cash
instruments to match the maturity profile of the debt obligations.
The speed of release of any surplus from Old Mutual plc is
anticipated to be at the discretion of the UK Court in the context
of the Reduction.
The exact number and value of Nedbank shares that each OML
shareholder will receive will be determined by a number of factors
at the time of the Nedbank Unbundling, including the total number
of OML shares and Nedbank shares in issue and the market value of
Nedbank shares. If 32% of the issued ordinary share capital of
Nedbank is distributed to OML shareholders, and if the number of
OML and Nedbank shares in issue immediately after the listing is to
remain constant until the time of the Nedbank Unbundling, then for
every 100 OML shares held, OML shareholders will receive
approximately three ordinary shares in Nedbank.
OML's and Nedbank's Relationship Agreement contains certain
provisions which are effective on admission of OML to listing on
the JSE with the balance becoming effective upon the implementation
of the Nedbank Unbundling and deals with, inter alia, the
commercial basis of the relationship and the governance processes.
In particular, the Relationship Agreement provides for matters such
as the right for OML to nominate one non-executive Board member to
serve on the Nedbank Group and Nedbank Limited Boards once the
Nedbank Unbundling is implemented and the protocols governing any
review by OML of its minority shareholding in Nedbank.
Shareholder approval will be sought at a general meeting of Old
Mutual plc shareholders, expected to be held at 11.00 a.m. on 25
May 2018, which will be preceded by two separate shareholder
meetings convened by the UK Court (the First Court Meeting and the
Second Court Meeting), expected to be held at 10.30 a.m. and 10.45
a.m. respectively on 25 May 2018. Apart from the fact that they are
convened by the UK Court, the First Court Meeting and Second Court
Meeting are similar in format to any other shareholder meeting of
Old Mutual plc.
In particular:
-- in order to facilitate the Quilter Demerger and an increase
of the distributable reserves of Old Mutual plc that will
facilitate a corporate restructuring ahead of the Nedbank
Unbundling, it will be necessary to obtain Old Mutual plc
shareholder approval at the First Court Meeting;
-- as a result of its size relative to Old Mutual plc, the
Quilter Demerger is a class 1 transaction (as defined in the UK
Listing Rules) and Old Mutual plc shareholders will therefore be
asked to approve the Quilter Demerger at the General Meeting;
and
-- because the insertion of Old Mutual Limited as the holding
company of Old Mutual plc will be implemented by way of a UK
Court-sanctioned scheme of arrangement ("Second Scheme"), it will
be necessary to obtain Old Mutual plc shareholder approval at the
Second Court Meeting.
Subsidiary Board updates
As part of the managed separation process, the following changes
in subsidiary Boards have taken place:
Bruce Hemphill, Chief Executive of Old Mutual plc resigned from
the Boards of Old Mutual Group Holdings (which is currently the
holding company of Old Mutual Emerging Markets and the Nedbank
holding) and from Quilter on 19 April 2018.
Ingrid Johnson, Group Finance Director of Old Mutual plc
resigned from the Board of Quilter on 19 April 2018. Her
executive-related responsibilities as acting Chief Financial
Officer ("CFO") in respect of Old Mutual Limited are being
transitioned to Casper Troskie, in an orderly manner, following his
appointment as CFO of Old Mutual Limited with effect from 27 March
2018. To support this transition and the proposed listing of OML,
it is intended that Ingrid Johnson will remain on the Board of Old
Mutual Limited as an Executive Director until 30 June 2018 and as a
Non-executive Director until at least the end of March 2019.
Capital Market Events
Quilter will host a capital markets event in London, UK on
26(th) April 2018 and Old Mutual Limited will host a site visit and
an analyst presentation on 16(th) and 17(th) May 2018,
respectively, in Johannesburg, South Africa. Further details will
be communicated in due course.
Expected Timetable of Managed Separation Key Events
Event Time and/or date
---------------------------------------------------------------------------- --------------------------------------
Publication of the Circular 20 April 2018
First Court Meeting 10.30 a.m. on Friday, 25 May 2018
Second Court Meeting 10.45 a.m. on Friday, 25 May 2018
General Meeting 11.00 a.m. on Friday, 25 May 2018
Last day to trade in Old Mutual plc Shares on the Malawian Register Thursday, 14 June 2018
Last day to trade in Old Mutual plc Shares on the UK Register, SA Register, Friday, 22 June 2018
the Namibian Register
and the Zimbabwean Register
Court hearing to sanction the First Scheme Wednesday, 20 June 2018
Court hearing to sanction the Second Scheme Monday, 25 June 2018
Admission of the Quilter Shares to the London Stock Exchange and 8.00 a.m. on Monday, 25 June 2018
Johannesburg Stock Exchange
and commencement of unconditional dealings in Quilter Shares on the London
Stock Exchange
and Johannesburg Stock Exchange
Admission of the Old Mutual Limited Shares to Johannesburg Stock Exchange, 8.00 a.m. on Tuesday, 26 June 2018
London Stock Exchange,
the Namibian Stock Exchange, the Zimbabwe Stock Exchange and the Malawi
Stock Exchange and
commencement of unconditional dealings in Old Mutual Limited Shares on all
of those stock
exchanges
Delisting of Old Mutual plc Shares from the London Stock Exchange by 8.00 a.m. on Tuesday, 26 June 2018
Delisting of Old Mutual plc Shares from the Johannesburg Stock Exchange, Friday, 29 June 2018
the Namibian Stock
Exchange, the Zimbabwe Stock Exchange and the Malawi Stock Exchange
Enquiries
Investor relations
Patrick Bowes (Old Mutual plc) +44 20 7002 7440
Dominic Lagan (Old Mutual plc) +44 20 7002 7190
John-Paul Crutchley (Quilter) +44 20 7002 7016
Nwabisa Piki (OML) +27 11 217 1951
Media
William Baldwin-Charles +44 20 7002 7133
+44 7834 524833
Notes to Editors
About Old Mutual plc
Old Mutual plc is a holding company for several financial
services companies. In March 2016, it announced a new strategy of
managed separation entailing the separation of its underlying
businesses into independently-listed, standalone entities.
BrightSphere Investment Group, a US based institutional asset
manager, which rebranded from OM Asset Management in March 2018, is
now independent from Old Mutual. The remaining underlying
businesses are:
OML (which includes Old Mutual Emerging Markets): OML has an
ambition to become a premium financial services group in
sub-Saharan Africa and offers a broad spectrum of financial
solutions to retail and corporate customers across key market
segments in 17 countries.
Nedbank: Nedbank ranks as a top-5 bank by capital on the African
continent and Ecobank, in which Nedbank maintains a 21.2%
shareholding, ranks within the top-10 banks by assets on the
African continent.
Quilter: Quilter (formerly Old Mutual Wealth) is a leader in the
UK and in selected offshore markets in wealth management, providing
advice-led investment solutions and investment platforms to over
900,000 customers, principally in the affluent market segment.
For the year ended 31 December 2017, Old Mutual reported an
adjusted operating profit before tax of GBP2.0 billion. For further
information on Old Mutual plc and the underlying businesses, please
visit the corporate website at www.oldmutualplc.com.
FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements with
respect to certain of Old Mutual plc's, Quilter's and OML's plans
and their current goals and expectations relating to the execution
of Managed Separation. By their nature, all forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond Old Mutual plc's,
Quilter's and OML's control, including amongst other things, those
set out in the Circular, the Quilter Prospectus and the OML PLS. As
a result, the execution of Managed Separation may differ materially
from the forward-looking statements set forth in this announcement.
These forward-looking statements speak only as of the date on which
they are made. Old Mutual plc, Quilter and OML expressly disclaim
any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this
announcement or any other forward-looking statements they may
make.
IMPORTANT INFORMATION
This announcement is not an offer to sell, or a solicitation of
an offer to purchase, securities in the United States or in any
other jurisdiction.
The securities to which these materials relate have not been and
will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act"), or the securities laws of any state
or other jurisdictions of the United States, and may not be offered
or sold in the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act. There will be no public offering of the
securities in the United States. The securities to be issued in
connection with the schemes are expected to be issued in reliance
upon the exemption from the registration requirements of the
Securities Act provided by Section 3(a)(10).
The release, publication or distribution of this announcement,
the Circular, the OML PLS and the Quilter Prospectus in
jurisdictions other than South Africa, the United Kingdom, Malawi,
Namibia and Zimbabwe may be restricted by law and therefore persons
in whose possession any of this announcement, the Circular, the OML
PLS and the Quilter Prospectus comes should inform themselves
about, and observe, any such applicable restrictions or
requirements. Any failure to comply with such restrictions or
requirements may constitute a violation of the securities laws and
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the
Proposals to finalise the Managed Separation disclaim any
responsibility or liability for the violation of such restrictions
or requirements by any person.
This announcement does not comprise a prospectus or a prospectus
equivalent document. Neither this announcement nor anything
contained herein shall form the basis of, or be relied upon in
connection with, any offer or commitment whatsoever in any
jurisdiction.
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 any securities or in relation
to the business or future investments of Old Mutual plc, OML or
Quilter is appropriate to the particular investment objectives,
financial situations or needs of a prospective investor. Nothing in
this announcement should be construed as constituting the
canvassing for, or marketing or advertising of, financial services
in South Africa, the United Kingdom, Malawi, Namibia, Zimbabwe or
any other jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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