TIDMOMU
RNS Number : 2137F
Old Mutual Limited
25 October 2018
Old Mutual Limited
Incorporated in the Republic of South Africa
Registration number: 2017/235138/06
ISIN: ZAE000255360
LEI: 213800MON84ZWWPQCN47
JSE Share Code: OMU
NSX Share Code: OMM
("Old Mutual")
Ref 72_18
25 October 2018
NOT FOR DISTRIBUTION INTO ANY JURISDICTION OR TO ANY PERSON
WHERE OR TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
OUTCOMES OF BONDHOLDER MEETINGS
OLD MUTUAL SUBSIDIARY OLD MUTUAL PLC ANNOUNCES THE CONVENING OF
ADJOURNED NOTEHOLDER MEETINGS AND THE OUTCOME OF SEPARATE
NOTEHOLDER MEETINGS OF ITS OUTSTANDING GBP500,000,000 8 PER CENT.
SUBORDINATED NOTES DUE 3 JUNE 2021 AND ITS OUTSTANDING
GBP450,000,000 7.875 PER CENT. SUBORDINATED NOTES DUE 3 NOVEMBER
2025 TO APPROVE BY WAY OF EXTRAORDINARY RESOLUTION CERTAIN
MODIFICATIONS TO THE TERMS AND CONDITIONS OF THE RELEVANT SERIES
AND THE RELEVANT TRUST DEED CONSTITUTING THE RELEVANT SERIES
The body of the Old Mutual plc announcement (as published on the
London Stock Exchange website) is set out below.
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Old Mutual plc (the "Company") announces THE CONVENING OF
ADJOURNED NOTEHOLDER MEETINGS AND THE OUTCOME of SEPARATE
NOTEHOLDER MEETINGs of its outstanding GBP500,000,000 8 PER CENT.
SUBORDINATED NOTES DUE 3 JUNE 2021 (the "2021 Securities") AND ITS
OUTSTANDING GBP450,000,000 7.875 PER CENT. SUBORDINATED NOTES DUE 3
NOVEMBER 2025 (the "2025 Securities" and, together with the 2021
Securities, the "Securities", and each a "Series") to approve by
way of extraordinary resolution certain modifications to the terms
and conditions of the relevant series and the relevant trust deed
constituting the relevant series
On 26 September 2018, the Company announced its separate
invitations to holders of its 2021 Securities (the "2021
Securityholders") and to holders of its 2025 Securities (the "2025
Securityholders" and, together with the 2021 Securityholders, the
"Securityholders") in each case to approve, by way of Extraordinary
Resolution, the relevant Proposal, comprising certain modifications
to the terms and conditions of the relevant Series (in respect of
such Series, the "Conditions") and the trust deed constituting the
relevant Series as further detailed in the Consent Solicitation
Memorandum dated 26 September 2018 (the "Consent Solicitation
Memorandum"), subject, in each case, to the terms and conditions
set out in the Consent Solicitation Memorandum as amended by this
announcement (see below). Copies of the Consent Solicitation
Memorandum are available from the Tabulation Agent as set out
below. Capitalised terms used in this announcement but not defined
have the meanings given to them in the Consent Solicitation
Memorandum.
Results of the Proposals
The Meetings to consider the Proposals were held earlier today,
and NOTICE IS HEREBY GIVEN to Securityholders that:
(a) the Meeting in relation to the 2021 Securities was not
quorate and has therefore been adjourned until 10.00 a.m. (London
time) on 12 November 2018 to be held at the offices of Linklaters
LLP, One Silk Street, London EC2Y 8HQ (the "2021 Securities
Adjourned Meeting");
(b) the Meeting in relation to the 2025 Securities was not
quorate and has therefore been adjourned until 10.15 a.m. (London
time) on 12 November 2018 to be held at the offices of Linklaters
LLP, One Silk Street, London EC2Y 8HQ (the "2025 Securities
Adjourned Meeting", and, together with the 2021 Securities
Adjourned Meeting, the "Adjourned Meetings", and each an "Adjourned
Meeting"); and
(c) pursuant to the terms of the Consent Solicitation
Memorandum, the Company hereby announces that the Consent Deadline
in respect of the Securities will be extended to 4.00 p.m. (London
time) on 7 November 2018 to provide Securityholders with further
time to deliver, or arrange to have delivered on their behalf, a
valid Solicitation Instruction in favour of the relevant
Extraordinary Resolution in order to be eligible to receive the
Consent Fee. As such, Securityholders may continue to submit
Solicitation Instructions up to 4.00 p.m. (London time) on 7
November 2018. Securityholders who deliver, or arrange to have
delivered on their behalf, a valid Solicitation Instruction in
favour of the relevant Extraordinary Resolution which are received
by the Tabulation Agent by the Consent Deadline will be eligible to
receive the Consent Fee.
Notices convening the Adjourned Meetings shall be given to
Securityholders in accordance with the relevant Trust Deed on the
date of this announcement.
Solicitation Instructions previously submitted in accordance
with the procedures set out in the Consent Solicitation Memorandum
and which have not been subsequently validly revoked (in the
limited circumstances in which such revocation is permitted) shall
remain valid for the relevant Adjourned Meeting and, for avoidance
of doubt, no further action is required from Securityholders who
previously submitted such Solicitation Instructions. The results of
the Adjourned Meetings are expected to be announced as soon as
reasonably practicable after the Adjourned Meetings.
Securityholders should refer to the relevant Notice for full
details of the procedures in relation to the relevant Adjourned
Meeting.
General
Securityholders are advised to check with any bank, securities
broker or other intermediary through which they hold their
Securities when such intermediary would need to receive
instructions from a Securityholder in order for such Securityholder
to participate in, or (in the limited circumstances in which
revocation is permitted) to validly revoke their instruction to
participate in, the Consent Solicitation and/or vote in respect of
either or both of the Proposals before the deadlines specified
above. The deadlines set by any such intermediary and each Clearing
System for the submission and (where permitted) revocation of
Solicitation Instructions will be earlier than the relevant
deadlines above and in the Consent Solicitation Memorandum.
Unless stated otherwise, announcements in connection with the
Consent Solicitation and the Proposals will be made (i) by
publication via RNS 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 Notifying News
Service. Copies of all such announcements, notices and press
releases can also be obtained upon request from the Tabulation
Agent.
In addition to this announcement, Securityholders are advised to
read carefully the Consent Solicitation Memorandum for full details
of and information on the procedures for participating in the
Consent Solicitation.
Requests for information in relation to the Consent Solicitation
and the Proposals should be directed to:
The Solicitation Agent
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
Telephone: +44 20 7996 5420
Attention: Liability Management
Group
Email: DG.LM_EMEA@baml.com
Requests for information in relation to the submission of a
Solicitation Instruction in favour of either Proposal should be
directed to:
The Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: + 44 20 7704 0880
Attention: Arlind Bytyqi
Email: oldmutual@lucid-is.com
DISCLAIMER This announcement must be read in conjunction with
the Consent Solicitation Memorandum. No offer or invitation to
acquire any securities is being made pursuant to this
announcement.
This announcement and Consent Solicitation Memorandum contain
important information which should be read carefully before any
decision is made with respect to the Consent Solicitation and the
Proposal. 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 or
intermediary must contact such entity if it wishes to participate
in the Consent Solicitation or otherwise vote in respect of either
or both of the Proposals. None of the Company, the Solicitation
Agent, the Tabulation Agent, the Principal Paying Agent, the
Registrar, the Trustee or any of their respective agents,
directors, employees, representatives or affiliates makes any
representation or recommendation as to whether Securityholders
should participate in the Consent Solicitation or otherwise vote in
respect of the relevant Proposal. The distribution of this
announcement and the Consent Solicitation Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Consent Solicitation
Memorandum comes are required by each of the Company, the
Solicitation Agent and the Tabulation Agent to inform themselves
about, and to observe, any such restrictions.
Nothing in this announcement and/or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase or the solicitation of an offer to purchase or sell any
security in the United States or in any other jurisdiction.
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JSE Sponsor: Merrill Lynch South Africa (Pty) Limited
Namibian Sponsor: PSG Wealth Management (Namibia) (Proprietary) Limited
Enquiries
Investor Relations
Patrick Bowes (Interim Head of Investor T: +44 (0)20 7002 7440
Relations) E: patrick.bowes@omg.co.uk
Communications:
Tabby Tsengiwe T: +27 (11) 217 1953
M: +27 (0)60 547 4947
E: ttsengiwe@oldmutual.com
Notes to Editors
About Old Mutual Limited
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
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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