| Mon 20 Jun 2011, 9:45 | | OML - Old Mutual Plc - Tender Offer |
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OML
OLOML
OML - Old Mutual Plc - Tender Offer
OLD MUTUAL PLC
ISIN CODE: GB0007389926
JSE SHARE CODE: OML
NSX SHARE CODE: OLM
ISSUER CODE: OLOML
Ref 70/11
20 June 2011
Tender Offer
Old Mutual plc announces a tender offer for up to Euro500,000,000 in nominal
amount of its Euro750,000,000 Fixed to Floating Rate Callable Option A Dated
Tier 2 Notes due 2017 for repurchase by it for cash.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES
OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON.
Old Mutual plc ("Old Mutual") today announces its invitation to the holders
(the "Noteholders") of the Euro750,000,000 Fixed to Floating Rate Callable
Option A Dated Tier 2 Notes due 2017 issued under the Old Mutual plc
GBP3,500,000,000 Euro Note Programme (the "Notes"), the details of which are
set out below, to tender up to Euro500,000,000 in nominal amount of the Notes
(the "Maximum Acceptance Amount" subject to increase by Old Mutual in its sole
discretion) for repurchase by Old Mutual for cash (the "Offer"). The Offer is
being made on the terms, and subject to the conditions, contained in the
tender offer memorandum dated 20 June 2011 (the "Tender Offer Memorandum")
prepared by Old Mutual, and is subject to the offer and distribution
restrictions set out below.
Copies of the Tender Offer Memorandum are (subject to the offer and
distribution restrictions) available from the Dealer Managers and the Tender
Agent as set out below. Capitalised terms used but not defined in this
announcement have the meanings given to them in the Tender Offer Memorandum.
Descript Common Current First Interest Amount Outstand Repurch
ion of code / coupon call Amount subject ing ase
the ISIN date payable to the nominal Price
Notes in Offer amount
respect
of the
Notes
after
the
first
call
date
Euro750, 0282807 4.50 per 18 An Euro500, Euro750, Par
000,000 42/ cent. January amount 000,000 000,000
Fixed to XS02828 per 2012 equal to
Floating 07428 annum 6 Months
Rate (payable EURIBOR
Callable annually plus a
Option A in margin
Dated arrear) of 0.96
Tier 2 per
Notes cent.
due 2017 per
annum
(payable
semi-
annually
in
arrear)
Rationale for the Offer
The Offer is being made as part of Old Mutual`s active capital management
strategy and in order to manage its financial liabilities in an economically
efficient manner.
Details of the Offer
Old Mutual will pay one hundred per cent. of the nominal amount of the Notes
("Par"), for the Notes validly tendered and accepted by it for repurchase in
the Offer, being Euro50,000 for each Euro50,000 in nominal amount of the Notes
together with interest accrued and unpaid on the Notes from (and including) 18
January 2011 to (but excluding) the Settlement Date (together with the
Repurchase Price, the "Repurchase Consideration").
Old Mutual proposes to accept up to the Maximum Acceptance Amount of Notes
pursuant to the Offer (although Old Mutual reserves the right, in its sole
discretion, to accept less than the Maximum Acceptance Amount for repurchase).
If the aggregate nominal amount of Notes validly tendered for repurchase
pursuant to the Offer is greater than the Maximum Acceptance Amount, then the
acceptance of Notes for repurchase will be subject to pro-ration. See "The
Offer - Acceptance and Pro Rata Allocations" in the Tender Offer Memorandum
Notes that are not successfully tendered for repurchase pursuant to the Offer
will remain outstanding and remain subject to the Terms and Conditions of such
Notes.
Subject to applicable law and as provided in the Tender Offer Memorandum, Old
Mutual may, in its sole discretion, extend, re-open, amend, waive any
condition of or terminate the Offer at any time. Details of any such
extension, re-opening, amendment, waiver or termination will be announced as
provided in the Tender Offer Memorandum as soon as reasonably practicable
after the relevant decision is made.
Electronic Tender Instructions
In order to participate in, and be eligible to receive the Repurchase
Consideration in respect of the Notes pursuant to, the Offer, Noteholders must
validly tender their Notes by delivering, or arranging to have delivered on
their behalf, a valid Tender Instruction that is received by the Tender Agent
by the Expiration Deadline. Tender Instructions will be irrevocable except in
the limited circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum nominal amount
of Notes of Euro50,000, and integral multiples of Euro50,000 in excess
thereof.
Indicative Timetable for the Offer
Date and time Event
20 June 2011 Launch Date
Offer announced and Tender Offer Memorandum available
from the Dealer Managers and the Tender Agent
28 June 2011 at 5.00 Expiration Deadline
p.m. (London time) Deadline for receipt by the Tender Agent of all
Tender Instructions
29 June 2011, as Announcement of Acceptance and Results
soon as reasonably Announcement by Old Mutual of whether Old Mutual will
practicable accept valid tenders of Notes pursuant to the Offer
and if so, the amount of Notes accepted for
repurchase, the pro-ration factor (if applicable)
and any increase in the Maximum Acceptance Amount (if
applicable)
1 July 2011 Settlement Date
Payment of the Repurchase Consideration in respect of
the Notes accepted for repurchase
The above dates and times are subject, where applicable, to the right of Old
Mutual to extend, re-open, amend, and/or terminate the Offer (subject to
applicable law and as provided in the Tender Offer Memorandum). Noteholders
are advised to check with any bank, securities broker or other intermediary
through which they hold Notes when such intermediary would need to receive
instructions from a Noteholder in order for that Noteholder to be able to
participate in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in the Offer before the
deadlines specified in the Tender Offer Memorandum. The deadlines set by any
such intermediary and by each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified above.
Unless stated otherwise, all announcements made by Old Mutual in relation to
the Offer will be made public through Bloomberg, Reuters IIIA and/or such
other recognised news service or services as selected by Old Mutual, the
Tender Agent and the Dealer Managers, through the Clearing Systems for
communication to Direct Participants, via an RIS announcement and via a SENS
announcement. Copies of all announcements, notices and press releases can also
be obtained from the Tender Agent, the contact details for which are below.
Significant delays may be experienced where notices are delivered to the
Clearing Systems and Noteholders are urged to contact the Tender Agent for the
relevant announcements during the course of the Offer. In addition,
Noteholders may contact the Dealer Managers for information using the contact
details below.
Noteholders are advised to read the Tender Offer Memorandum carefully for full
details of, and information on, the procedures for participating in the Offer.
Merrill Lynch International, Barclays Bank PLC and BNP PARIBAS are acting as
Dealer Managers for the Tender Offer and Lucid Issuer Services Limited is
acting as Tender Agent.
Questions and requests for assistance in connection with the Tender Offer may
be directed to the Dealer Managers.
THE DEALER MANAGERS
Merrill Lynch Barclays Bank PLC BNP PARIBAS
International 5 The North Colonnade 10 Harewood Avenue
2 King Edward Street Canary Wharf London NW1 6AA
London EC1A 1HQ London E14 4BB United Kingdom
United Kingdom United Kingdom For information by
For information by For information by telephone:
telephone: telephone: +44 (0)20 7595 8668
+44 (0)20 7995 3715/2324 +44 (0)20 7773 8990 Attention: Liability
Attention: Liability Attention: Liability Management Group
Management Group - John Management Group Email:
Cavanagh/ Email: liability.management@b
Tommaso Gros-Pietro eu.lm@barcap.com npparibas.com
Email:
john.m.cavanagh@baml.com/
tommaso.gros-pietro@baml.com
Requests for information in relation to the procedures for tendering Notes in,
and for any documents or materials relating to, the Offer should be directed
to:
The Tender Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Telephone: +44 (0)20 7704 0880
Attention: David Shilson / Sunjeeve Patel
Email: oldmutual@lucid-is.com
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 the Offer. If any Noteholder is in any doubt as to the
action it should take, it is recommended to seek its own financial advice,
including in respect of any tax consequences, from its stockbroker, bank
manager, solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee must contact
such entity if it wishes to tender such Notes pursuant to the Offer. None of
Old Mutual, the Dealer Managers or the Tender Agent makes any recommendation
whether Noteholders should tender Notes pursuant to the Offer.
Offer and Distribution Restrictions
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 come are required by each
of Old Mutual, the Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions. Neither this announcement nor
the Tender Offer Memorandum constitutes an offer to buy or a solicitation of
an offer to sell the Notes (and tenders of Notes in the Offer will not be
accepted from Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer
and the Dealer Managers or any of their respective affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offer shall be deemed
to be made by such Dealer Managers or affiliate, as the case may be, on behalf
of Old Mutual in such jurisdiction and the jurisdiction where the Dealer
Managers or their respective affiliates is not licensed.
The Dealer Managers and the Tender Agent (and their respective directors,
employees or affiliates) make no representations or recommendations whatsoever
regarding this announcement, the Tender Offer Memorandum or the Offer. The
Tender Agent is the agent of Old Mutual and owes no duty to any Noteholder.
None of Old Mutual, the Dealer Managers or the Tender Agent makes any
recommendation as to whether or not Noteholders should participate in the
Offer or refrain from taking any action in the Offer with respect to any of
such Notes, and none of them has authorised any person to make any such
recommendation.
United States
The Offer is 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. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication. The Notes may not be tendered in
the Offer by any such use, means, instrumentality or facility from or within
the United States or by persons located or resident in the United States as
defined in Regulation S of the U.S. Securities Act of 1933, as amended (the
"Securities Act") or to U.S. Persons as defined in Regulation S of the
Securities Act (each a "U.S. Person"). Accordingly, copies of this
announcement, the Tender Offer Memorandum and any other documents or materials
relating to the Offer 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 U.S. Persons. Any purported tender of Notes in the Offer resulting
directly or indirectly from a violation of these restrictions will be invalid
and any purported tender of Notes made 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 Notes participating in the Offer will represent that it is not
a U.S. Person and is not participating in the Offer 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 Offer from the
United States. 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, Wake Island and
the Northern Mariana Islands), any state of the United States of America and
the District of Columbia.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer is 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 Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials is exempt from the
restriction on financial promotions under section 21 of the FSMA on the basis
that it is only directed at and may be communicated to (1) those persons who
are existing members or creditors of Old Mutual or other persons within
Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, and (2) to any other persons to whom these documents
and/or materials may lawfully be communicated.
Italy
None of the Offer, the Tender Offer Memorandum or any other documents or
materials relating to the Offer have been or will be submitted to the
clearance procedure of the Commissione Nazionale per le Societa e la Borsa
(CONSOB) pursuant to Italian laws and regulations, and therefore the Offer may
only be made or promoted, directly or indirectly, in or into the Republic of
Italy ("Italy") pursuant to an exemption from the rules governing public
purchases or exchange offers (offerte pubbliche di acquisto o scambio) as
defined in article 1, paragraph 1, letter v of Italian Legislative Decree no.
58 of February 24, 1998, as amended (the Financial Services Act).
Accordingly, the Offer is not addressed to, and neither the Tender Offer
Memorandum nor any other documents, materials or information relating,
directly or indirectly, to the Offer can be distributed or otherwise made
available (either directly or indirectly) to any person in Italy other than:
(i) to qualified investors (investitori qualificati) pursuant to article 34-
ter, paragraph 1, letter (b), of CONSOB Regulation No. 11971 of 14 May
1999, as amended from time to time (the CONSOB Regulation) acting on
their own account; or
(ii) in any other circumstances where an express exemption from compliance
with the restrictions on public purchases or exchange offers applies
pursuant to the Financial Services Act or the CONSOB Regulation.
Belgium
None of this announcement, the Tender Offer Memorandum or any other documents
or materials relating to the Offer have been submitted to or will be submitted
for approval or recognition to the Belgian Banking, Finance and Insurance
Commission (Commission bancaire, financiere et des assurances/Commissie voor
het Bank-, Financie- en Assurantiewezen) and, accordingly, the Offer may not
be made in Belgium by way of a public offering, as defined in Article 3 of the
Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3
of the Belgian Law of 16 June 2006 on the public offer of placement
instruments and the admission to trading of placement instruments on regulated
markets, each as amended or replaced from time to time. Accordingly, the Offer
may not be advertised and the Offer will not be extended, and none of this
announcement, the Tender Offer Memorandum or any other documents or materials
relating to the Offer (including any memorandum, information circular,
brochure or any similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other than
"qualified investors" in the sense of Article 10 of the Belgian Law of 16 June
2006 on the public offer of placement instruments and the admission to trading
of placement instruments on regulated markets (as amended from time to time),
acting on their own account. Insofar as Belgium is concerned, the Tender Offer
Memorandum has been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Offer. Accordingly, the
information contained in this announcement and the Tender Offer Memorandum may
not be used for any other purpose or disclosed to any other person in Belgium.
France
The Offer is 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 Offer 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 qualifies) other than individuals, acting for their own
account, all as defined in, and in accordance with, Articles L.411-1, L.411-2
and D.411-1 to D.411-3 of the French Code monetaire et financier, are eligible
to participate in the Offer. The Tender Offer Memorandum has not been and will
not be submitted for clearance to nor approved by the Autorite des Marches
Financiers.
Enquiries
External Communications
Patrick Bowes +44 (0)20 7002 7440
Investor Relations
Deward Serfontein SA +27 (0)82 810 5672
Aleida White UK +44 (0)20 7002 7287
Media
William Baldwin-Charles +44 (0)20 7002 7133
Sponsor:
Merrill Lynch SA (Pty) Limited
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 to more than
15 million customers in Europe, the Americas, Africa and Asia. Old Mutual plc
is listed on the London Stock Exchange and the Johannesburg Stock Exchange,
among others.
In the year ended 31 December 2010, the Group reported adjusted operating
profit before tax of GBP1.5 billion (on an IFRS basis) and had GBP309 billion
of funds under management, from core operations.
For further information on Old Mutual plc, please visit the corporate website
at www.oldmutual.com
Date: 20/06/2011 09:45:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
