TIDMOML
RNS Number : 3701P
Old Mutual PLC
25 May 2018
Old Mutual plc
Ref 210/18
25 May 2018
results of shareholder meetings
Old Mutual plc ("Old Mutual" or the "Company") is pleased to
announce that at the First Court Meeting, the Second Court Meeting
and the General Meeting of Old Mutual shareholders each held
earlier today in connection with the final processes needed to
complete the Managed Separation of the Old Mutual group, to be
implemented in part by two Court sanctioned schemes of arrangement
(the "First Scheme" and the "Second Scheme", together the
"Schemes"), all the resolutions proposed were duly passed. Full
details of the resolutions are set out in the notices of First
Court Meeting, Second Court Meeting and General Meeting contained
in the circular to shareholders dated 20 April 2018 (the "Scheme
Circular"). Defined terms used but not defined in this announcement
have the meanings set out in the Scheme Circular, unless the
context otherwise requires.
At the First Court Meeting, a majority in number of Scheme
Shareholders (as defined in the First Scheme), who voted (either in
person or by proxy) and who together represented over 75% by value
of the votes cast, voted in favour of the resolution to approve the
First Scheme. The resolution was accordingly passed. At the Second
Court Meeting, a majority in number of holders of Voting Scheme
Shares (as defined in the Second Scheme), who voted (either in
person or by proxy) and who together represented over 75% by value
of the votes cast, voted in favour of the resolution to approve the
Second Scheme. The resolution was accordingly passed. At the
General Meeting, the resolutions were also passed by the requisite
majorities.
FIRST COURT MEETING
The voting on the resolution to approve the First Scheme was
taken on a poll and the results were as follows:
Number of Scheme Shareholders voting: For: 1,169 (97.25%)
Against: 38 (3.16%)
Number of votes: For: 3,522,874,088 (99.99%) Against: 410,548
(0.01%)
Percentage of eligible Scheme Shares voted : For: 71.42%
Against: 0.01%
SECOND COURT MEETING
The voting on the resolution to approve the Second Scheme was
taken on a poll and the results were as follows:
Number of Voting Scheme Shareholders voting: For: 1,141 (96.45%)
Against: 47 (3.97%)
Number of votes: For: 3,537,719,564 (99.95%) Against: 1,629,909
(0.05%)
Percentage of eligible Voting Scheme Shares voted: For: 71.72%
Against: 0.03%
GENERAL MEETING
The voting on the special resolution to approve the Schemes and
provide for their implementation (amongst other things) was taken
on a poll and the results were as follows:
Resolution 1
Number of votes: For: 3,514,535,649 (99.99%) Against: 377,655
(0.01%) Withheld: 17,276,828
The voting on the ordinary resolutions to approve certain
matters in connection with the completion of the Managed Separation
was taken on a series of separate polls and the results were as
follows:
Resolution 2 (Approval of the rules of the Quilter plc
Performance Share Plan)
Number of votes: For: 2,928,792,251 (84.98%) Against:
517,698,583 (15.02%) Withheld: 85,699,296
Resolution 3 (Approval of the rules of the Quilter plc Share
Reward Plan)
Number of votes: For: 3,456,381,385 (98.45%) Against: 54,504,471
(1.55%) Withheld: 21,304,275
Resolution 4 (Approval of the rules of the Quilter plc Sharesave
Plan)
Number of votes: For: 3,478,703,495 (99.09%) Against: 31,857,592
(0.91%) Withheld: 21,628,955
Resolution 5 (Approval of the rules of the Quilter plc Share
Incentive Plan)
Number of votes: For: 3,477,360,753 (99.09%) Against: 32,064,823
(0.91%) Withheld: 22,764,466
Resolution 6 (Approval of the rules of the Old Mutual Limited
Long-Term Incentive Plan)
Number of votes: For: 3,311,556,676 (93.92%) Against:
214,534,006 (6.08%) Withheld: 6,099,449
Resolution 7 (Approval of the rules of the Old Mutual Limited
Employee Share Ownership Plan)
Number of votes: For: 2,730,191,620 (77.32%) Against:
800,810,052 (22.68%) Withheld: 1,188,457
Notes to the voting results
-- Votes withheld, in relation to the General Meeting, are not
counted in the calculation of the proportion of votes for or
against a resolution.
-- The total number of shares eligible to vote was
4,932,791,533, being the total number of shares in issue at the
close of business on 23 May 2018.
-- In relation to resolution 2, shareholders are advised that an
amendment will be made to Clause 4.2 of the Quilter plc Performance
Share Plan Rules such that the ordinary and exceptional individual
award limits will be expressly defined as 200% and 400% of base
salary respectively. This clause currently refers to the individual
award limits that are defined in the Quilter plc directors'
remuneration policy in effect at the time of grant. The
aforementioned limits align with the award limits disclosed in the
remuneration section of the Quilter plc Prospectus. This amendment
will shortly be adopted by a Quilter plc board resolution in
advance of any awards being granted under the plan.
-- Old Mutual plc notes the level of votes cast against
resolution 7 in respect of the Old Mutual Limited (OML) Employee
Share Ownership Plan. The Board understands that the primary driver
for this voting outcome was the ISS's recommendation to its members
to vote against the resolution on the basis that no performance
conditions will apply to awards granted under this plan. The Board
would therefore like to clarify that OML has two primary share
plans - one for the granting of performance based awards (LTIPs) -
the Old Mutual Limited Long-Term Incentive Plan (approved under
resolution 6), and one for the granting of non-performance based
awards - the Old Mutual Limited Employee Share Ownership Plan
(approved under resolution 7), (primarily deferred bonuses that
have been performance-tested prior to grant, as well as
joiner/appointment awards and retention awards). Continuing OML
executives will be eligible to participate in performance-based
LTIPs which will be granted under the Old Mutual Limited Long-Term
Incentive Plan in accordance with their package structures which
include a long-term performance-based incentive element. They will
also receive awards under the Employee Share Ownership Plan where
it is appropriate. Primarily, in accordance with best practice, a
substantial proportion of their annual bonuses will be deferred
into OML shares under this plan. In addition, from time to time new
executives may be eligible for buy-out awards that are not subject
to performance conditions. Such awards would also be made under the
Employee Share Ownership Plan.
Completion of the Managed Separation remains subject to the
satisfaction of certain conditions set out in the Scheme Circular,
including: (i) the Court sanctioning the First Scheme at the Court
hearing which is expected to take place on 20 June 2018; and (ii)
the Court sanctioning the Second Scheme at the Court hearing which
is expected to take place on 25 June 2018, amongst other things.
Subject to the fulfilment of such conditions, the First Scheme is
expected to become effective on 22 June 2018 and the Second Scheme
is expected to become effective on 25 June 2018.
If the First Scheme becomes effective, it is expected that:
-- the Old Mutual plc Shares will be suspended from the UK
Official List and from trading on the London Stock Exchange's main
market for listed securities with effect from 7:30 a.m. on 25 June
2018; and
-- the Quilter Shares will be admitted to listing and trading on
the London Stock Exchange with effect from 8:00 a.m. on 25 June
2018.
If the Second Scheme becomes effective, it is expected that:
-- the Old Mutual Limited Shares will be admitted to listing and
trading on the London Stock Exchange with effect from 8:00 a.m. on
26 June 2018; and
-- the Old Mutual plc Shares will be delisted from the UK
Official List and from trading on the London Stock Exchange's main
market for listed securities with effect from 8:00 a.m. on 26 June
2018.
A copy of the special resolution passed at the General Meeting
has been submitted to the Financial Conduct Authority and will
shortly be available for inspection on the National Storage
Mechanism at www.morningstar.co.uk/uk/NSM
Enquiries
External communications
Patrick Bowes +44 20 7002 7440
Investor relations
Dominic Lagan (Old Mutual
plc) +44 20 7002 7190
John-Paul Crutchley (Quilter) +44 20 7002 7016
Nwabisa Piki (Old Mutual
Emerging Markets) +27 11 217 1951
Media
+44 20 7002 7133
William Baldwin-Charles +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.
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END
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