| Mon 15 Mar 2010, 13:30 | | OML - Old Mutual Plc Announces A Consent Solicitation In Relation To Its |
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OML
OLOML
OML - Old Mutual Plc Announces A Consent Solicitation In Relation To Its
Outstanding Notes
OLD MUTUAL PLC
ISIN CODE: GB0007389926
JSE SHARE CODE: OML
NSX SHARE CODE: OLM
ISSUER CODE: OLOML
OLD MUTUAL PLC ANNOUNCES A CONSENT SOLICITATION IN RELATION TO ITS OUTSTANDING
EUR 30,000,000 3.12 PER CENT. FIXED RATE NOTES DUE 11 JULY 2010 (ISIN:
XS0168080322), EUR 10,000,000 3.12 PER CENT FIXED RATE NOTES DUE 23 DECEMBER
2010 (ISIN: XS0179675508), EUR 20,000,000 5.01 PER CENT. NOTES DUE 6 AUGUST 2013
(ISIN: XS0173801415), USD 50,000,000 FLOATING RATE NOTES DUE SEPTEMBER 2011
(ISIN: XS0201845319), ZAR 100,000,000 FLOATING RATE NOTES DUE 2011 (ISIN:
XS0445210593) AND ITS ZAR 550,000,000 FLOATING RATE NOTES DUE 2010 (ISIN:
XS0445211484)
Overview
Old Mutual plc announced today its invitation to holders of the outstanding EUR
30,000,000 3.12 per cent. Fixed Rate Notes due 11 July 2010 (ISIN: XS0168080322)
(the "EUR July 2010 Notes"), EUR 10,000,000 3.12 per cent. Fixed Rate Notes due
23 December 2010 (ISIN: XS0179675508) (the "EUR December 2010 Notes"), EUR
20,000,000 5.01 per cent. Notes due 6 August 2013 (ISIN: XS0173801415) (the "EUR
2013 Notes"), USD 50,000,000 Floating Rate Notes due September 2011 (ISIN:
XS0201845319) (the "USD 2011 Notes"), ZAR 100,000,000 Floating Rate Notes due
2011 (ISIN: XS0445210593) (the "ZAR 2011 Notes") and the ZAR 550,000,000
Floating Rate Notes due 2010 (ISIN: XS0445211484) (the "ZAR 2010 Notes" and
together with the EUR July 2010 Notes, the EUR December 2010 Notes, the EUR 2013
Notes, the USD 2011 Notes and the ZAR 2011 Notes, the "Notes") to vote in
respect of an Extraordinary Resolution in respect of their Notes, subject to the
terms and conditions set out in the Solicitation Memorandum dated 15 March 2010
(the "Solicitation Memorandum").
Capitalised terms used in this announcement have the meanings ascribed to them
in the Solicitation Memorandum.
Amendment to Terms and Conditions of the ZAR Notes
The Consent Solicitation is seeking the consent of holders of the ZAR Notes to
the deletion of Condition 10(a)(vii) of the ZAR Notes in its entirety and the
amendment of Condition 10 (a)(iv) of the ZAR Notes with the result that the
cessation of business by a Principal Subsidiary of the Company, where such
cessation is as a result of or in connection with any transfer, sale or disposal
on arms` length terms of any or all of its undertaking or assets, will not
trigger an Event of Default under the Conditions of the ZAR Notes.
Amendment to Terms and Conditions of the USD 2011 Notes, the EUR 2010 Notes and
the EUR 2013 Notes
The Consent Solicitation is seeking the consent of holders of the USD 2011
Notes, the EUR 2010 Notes and the EUR 2013 Notes to the amendment of Condition
10(a)(v) with the result that the cessation of business by a Principal
Subsidiary of the Company, where such cessation is as a result of or in
connection with any transfer, sale or disposal on arms` length terms of any or
all of its undertaking or assets, will not trigger an Event of Default under the
Conditions of the USD 2011 Notes, the EUR 2010 Notes and the EUR 2013 Notes.
Instruction Fees
In relation to each Series of Notes, Old Mutual shall, if the relevant
Extraordinary Resolution is duly passed, no later than the fifth Business Day
after the Approval Date in respect of such Extraordinary Resolution, (i) pay to
those Holders from whom valid Electronic Voting Instructions in favour of the
Proposals are received by the Tabulation Agent (via the Clearing Systems) before
the Early Instruction Deadline (and not revoked) the Early Instruction Fee of an
amount equal to 0.50 per cent. of the principal amount of the outstanding Notes
the subject of such Electronic Voting Instructions, and (ii) pay to those
Holders from whom valid Electronic Voting Instructions in favour of the
Proposals are received by the Tabulation Agent (via the Clearing Systems) after
the Early Instruction Deadline but prior to the Expiration Time (and not
revoked) the Late Instruction Fee of an amount equal to 0.25 per cent. of the
principal amount of the outstanding Notes the subject of such Electronic Voting
Instructions.
The relevant Instruction Fee shall be paid to the relevant Clearing System for
payment into such Holders` cash account in such Clearing System. Only Holders
who deliver, or arrange to have delivered on their behalf, valid Electronic
Voting Instructions in favour of the Proposals before the Early Instruction
Deadline, or after the Early Instruction Deadline but before the Expiration
Time, as the case may be (and in each case, not revoked) will be eligible to
receive the applicable Instruction Fee. For the avoidance of doubt, (i) Holders
will not be eligible to receive either the Early Instruction Fee or the Late
Instruction Fee if they vote against the Extraordinary Resolution, vote other
than by the delivery of a valid Electronic Voting Instruction or if they do not
vote at all and (ii) payment of any Instruction Fees is conditional upon the
passing of the relevant Extraordinary Resolution.
Meeting of Noteholders
Each Meeting of Noteholders shall take place at the offices of Linklaters LLP,
One Silk Street, London EC2Y 8HQ on 13 April 2010.
Expected timetable
Event Date
Announcement of Proposal and Notice of 15 March 2010
Meeting given to Holders through the
Clearing Systems.
Solicitation Memorandum to be made 15 March 2010
available to Holders via the Clearing
Systems and at the specified office of
each of the Solicitation Agents, the
Tabulation Agent and the Principal
Paying Agents (copies of which are
obtainable by Holders, upon request,
free of charge).
Notice of Meeting deemed to have been 22 March 2010
received by Holders
Early Instruction Deadline: Latest time 4.00 p.m. (London Time) on
and date for delivery and receipt of 26 March 2010
valid Electronic Voting Instructions
through the Clearing Systems to receive
the Early Instruction Fee (Electronic
Voting Instructions validly submitted by
this date are irrevocable (other than in
the limited circumstances set out in the
Solicitation Memorandum under the
heading "Procedures in connection with
the Consent Solicitation -
Amendments")).
Expiration Time: Latest time and date
for (i) delivery and receipt of valid
Electronic Voting Instructions through
the Clearing Systems to receive the Late
Instruction Fee (such Electronic Voting
Instructions are irrevocable from this
date) and (ii) obtaining a voting
certificate from the relevant Paying
Agent and for the issuance or revocation
of a voting instruction given other than
by way of an Electronic Voting
Instruction in respect of:
EUR July 2010 Notes 10.00 a.m. (London time)
on 9 April 2010
EUR December 2010 Notes 10.30 a.m. (London time)
on 9 April 2010
EUR 2013 Notes 11.00 a.m. (London time)
on 9 April 2010
USD 2011 Notes 11.30 a.m. (London time)
on 9 April 2010
ZAR 2011 Notes 12.00 noon (London time)
on 9 April 2010
ZAR 2010 Notes 12.30 p.m. (London time)
on 9 April 2010
No Instruction Fees shall be payable in
respect of valid Voting Instructions
delivered after the Expiration Time.
Date of the Meetings. 13 April 2010
Notice of results of the Meetings to be 13 April 2010
given to Holders.
If the Extraordinary Resolution is
passed at the Meeting:
Payment of the relevant Instruction Fee No later than the fifth
to Holders who have submitted valid Business Day following the
Electronic Voting Instructions by the Approval Date
Early Instruction Deadline or the
Expiration Time as the case may be. The
Extraordinary Resolution will only
become effective when such payment is
made.
Execution of the Supplemental Trust On or about the date the
Deeds relevant Extraordinary
Resolution becomes
effective
For further information:
A complete description of the terms and conditions of the Proposals and the
Consent Solicitation will be set out in the Solicitation Memorandum. Further
details on the transaction can be obtained from:
The Solicitation Agents:
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
E-Mail: liability.management@db.com
Attention: Liability Management
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
E-Mail: john.m.cavanagh@baml.com
Attention: John M. Cavanagh
Nedbank Limited
1st Floor
Old Mutual Place
2 Lambeth Hill
London EC4V 4GG
E-Mail: ghardy@nedbank.co.uk
Attention: Graham Hardy
Holders may obtain copies of the Solicitation Memorandum from:
The Tabulation Agent:
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Tel: +44 20 7547 5000
E-Mail: xchange.offer@db.com
Attention: Trust & Securities Services
For further information on Old Mutual plc, please visit the corporate website at
www.oldmutual.com
Date: 15 March 2010
Sponsor: Merrill Lynch South Africa (Pty) Limited
Enquiries
Investor Relations
Patrick Bowes UK +44 (0)20 7002 7440
Deward Serfontein SA +27 (0)82 810 5672
Media
Matthew UK / SA +44 (0)20 7002 7133
Gregorowski
+44 (0)7748 183 834
Don Hunter UK +44 (0)20 7251 3801
(Finsbury)
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 in Europe, the Americas, Africa
and Asia. Old Mutual plc is listed on the London Stock Exchange and the JSE,
among others.
In the year ended 31 December 2009, the Group reported adjusted operating profit
before tax of GBP1.2 billion (on an IFRS basis) and had GBP285 billion of funds
under management at the year end. The Group has approximately 54,000 employees.
Date: 15/03/2010 13:30:02 Produced by the JSE SENS Department.
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