| Wed 6 Jul 2005, 16:46 | | Extraordinary General Meeting and Court Meeting |
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Old Mutual Plc - Extraordinary General Meeting and Court Meeting relating to the
Old Mutual Group`s Black Economic Empowerment (BEE) ownership proposals
Results of shareholder voting
OLD MUTUAL PLC
ISIN: GB0007389926
JSE Share code: OML
NSX share code: OLM
Issuer code: OLOML
Extraordinary General Meeting and Court Meeting relating to the Old
Mutual Group`s Black Economic Empowerment (BEE) ownership proposals
Results of shareholder voting
Extraordinary General Meeting
At an Extraordinary General Meeting of Old Mutual plc held in London
earlier today, all of the resolutions set out in the notice of
meeting were voted on by a poll, and the results of the votes cast on
the polls were as follows:
Ordinary Resolutions
Resolution 1
To adopt and establish the Old Mutual (South Africa) Broad-Based
Employee Share Plan
In favour Against % in favour
1,900,898,195 9,243,123 99.52%
Resolution 2
To adopt and establish the Old Mutual (South Africa) Senior Black
Management Share Plan
In favour Against % in favour
1,899,513,924 10,382,957 99.46%
Resolution 3
To adopt and establish the Old Mutual (South Africa) Management
Incentive Share Plan
In favour Against % in favour
1,867,060,973 9,580,903 99.49%
Resolution 4
To grant authority to allot relevant securities in connection with
the Company`s BEE proposals
In favour Against % in favour
1,891,807,779 18,490,972 99.03%
Special Resolutions
Resolution 5
To grant authority to disapply pre-emption rights in allotting
certain equity securities in connection with the Company`s BEE
proposals
In favour Against % in favour
1,893,084,590 8,238,857 99.57%
Resolution 6
To approve the Group`s BEE proposals, including the related scheme of
arrangement, and make certain consequential changes to the Company`s
Group Share Incentive Scheme rules and Memorandum and Articles of
Association
In favour Against % in favour
1,900,403,315 9,400,921 99.51%
Each of the resolutions was accordingly duly passed. The full texts
of the resolutions are set out in the Appendix to this announcement.
Court Meeting
At a Meeting of the Company`s shareholders convened by order of the
UK High Court and held immediately following the Extraordinary
General Meeting today, a resolution was put to approve a scheme of
arrangement under section 425 of the UK Companies Act 1985
authorising the Board of the Company to issue new shares in the
Company to the special purpose vehicles established by the four BEE
counterparties on or before 31 December 2005 in accordance with the
Trust Deeds and Subscription Agreements described in the shareholder
circular relating to the BEE proposals.
The results of the poll relating to the resolution proposed at that
Court Meeting are set out below:
Resolution to approve the proposed scheme of arrangement
In favour Against % in favour
1,889,305,538 7,651,422 99.60%
The resolution was accordingly duly passed and an application will
now be made by the Company to the UK High Court for the scheme of
arrangement to be confirmed.
Commenting on the results of today`s votes, Jim Sutcliffe, Chief
Executive, said, `We are pleased that shareholders have shown their
strong support for our BEE ownership proposals, which have also been
welcomed by key constituencies within South Africa. They have
already had a positive impact on the performance of our three South
African businesses, where trading has continued to build on the
positive start made in the first quarter of the year.`
6 July 2005
ENQUIRIES:
Old Mutual plc UK
Miranda Bellord +44 (0) 20 7002 7133
Old Mutual plc SA
Nad Pillay +27 (0) 21 504 8026
For further information about Old Mutual plc visit www.oldmutual.com
Appendix
The following are the full texts of the resolutions passed at the
Extraordinary General Meeting of the Company held on 6 July 2005.
Those numbered 1, 2, 3 and 4 were passed as Ordinary Resolutions and
those numbered 5 and 6 were passed as Special Resolutions:
1. That the OMSA Broad-Based Employee Share Plan (`OMSA Broad-Based
Scheme`), the principal terms of which are set out in Part V of
the circular dated 27 May 2005 from the Company to its
shareholders, a copy of the rules of which is produced to this
meeting and which has been signed for the purposes of
identification by the Chairman, be and is hereby approved and the
Directors of the Company be authorised, if they see fit, to adopt
and establish the OMSA Broad-Based Scheme and to do all acts and
things as they may consider necessary or desirable to carry the
OMSA Broad-Based Scheme into effect and to take account of the
requirements of the London Stock Exchange plc.
2. That the OMSA Senior Black Management Share Plan (`OMSA Senior
Black Management Scheme`), the principal terms of which are set
out in Part V of the circular dated 27 May 2005 from the Company
to its shareholders, a copy of the rules of which is produced to
this meeting and which has been signed for the purposes of
identification by the Chairman, be and is hereby approved and the
Directors of the Company be authorised, if they see fit, to adopt
and establish the OMSA Senior Black Management Scheme and to do
all acts and things as they may consider necessary or desirable
to carry the OMSA Senior Black Management Scheme into effect and
to take account of the requirements of the London Stock Exchange
plc.
3. That the OMSA Management Incentive Share Plan (`OMSA Management
Scheme`), the principal terms of which are set out in Part V of
the circular dated 27 May 2005 from the Company to its
shareholders, a copy of the rules of which is produced to this
meeting and which has been signed for the purposes of
identification by the Chairman, be and is hereby approved and the
Directors of the Company be authorised, if they see fit, to adopt
and establish the OMSA Management Scheme and do all acts and
things as they may consider necessary or desirable to carry the
OMSA Management Scheme into effect and to take account of the
requirements of the London Stock Exchange plc.
4. That pursuant to section 80 of the Companies Act 1985, and in
addition to any previously existing authority conferred upon the
Directors of the Company under that section, the Directors be and
they are hereby authorised unconditionally to allot relevant
securities (as defined in the said section 80) for the purposes
of the Old Mutual plc Proposal as described in the circular dated
27 May 2005 from the Company to its shareholders, up to an
aggregate nominal amount of GBP23.07 million, which authority shall
commence on the date this resolution is passed and expire at the
end of 31 December 2005, save that the Company may allot relevant
securities for these purposes pursuant to any agreement entered
into at any time prior to 31 December 2005 (whether before or
after the passing of this Resolution) which would or might
require relevant securities to be allotted after such expiry and
the Board may allot relevant securities in pursuance of such
agreement as if the authority conferred hereby had not expired.
5. That the Directors be and they are hereby authorised to allot
equity securities within the meaning of section 94 of the
Companies Act, 1985 to the Shares Trustee on behalf of the SPVs,
which are WIPHOLD Financial Service No. 1 Limited, BRIMSTONE Mtha
UK SPV Limited, Education SPV Limited, Black Distributors SPV
Limited, and to the OMSA Management Incentive Trust and the OMSA
Broad-Based Employee Share Trust for the purposes of the Old
Mutual plc Proposal as described in the circular dated 27 May
2005 from the Company to its shareholders up to a maximum nominal
aggregate amount of GBP23.07 million for cash pursuant to the
authority conferred by the immediately preceding resolution as if
section 89(1) of that Act did not apply to any such allotment,
which authority shall commence on the date this resolution is
passed and expire at the end of 31 December 2005, save that the
Company may allot equity securities for these purposes pursuant
to any agreement entered into at any time prior to 31 December
2005 (whether before or after the passing of this Resolution)
which would or might require equity securities to be allotted
after such expiry and the Board may allot equity securities in
pursuance of such agreement as if the authority conferred hereby
had not expired.
6. That:
(i) the scheme of arrangement (the `Scheme`) between the Company
and the holders of its shares, a copy of which has been
produced to this meeting and which has been signed for the
purposes of identification by the Chairman, be and is hereby
approved;
(ii) the Directors be and are hereby authorised, if they shall see
fit to do so, to implement: (a) the arrangements set out in the
Subscription Agreements and the deeds and instruments ancillary
thereto; (b) the additional arrangements contemplated in the
circular dated 27 May 2005 from the Company to its shareholders
(the `Circular`) so that the Old Mutual plc Proposal (as
outlined in the Circular) can be carried into effect in
accordance with the arrangements described in the Circular,
with such non-material modifications as the Directors may
think fit;
(iii) the BEE proposals to be implemented by Nedbank Group Limited
(including the Nedbank Staff and Management Schemes), summary
details of which are outlined in the Circular, be and are
hereby approved;
(iv) the BEE proposals to be implemented by Mutual & Federal
Insurance Company Limited (including the Mutual & Federal Staff
and Management Schemes), summary details of which are outlined
in the Circular, be and are hereby approved;
(v) the rules of the Old Mutual plc Group Share Incentive Scheme be
modified by the deletion of paragraph 3.1.2, the consequential
renumbering of paragraphs 3.1.3 and 3.1.4 as paragraphs 3.1.2
and 3.1.3 respectively, and the amendment of the reference in
paragraph 3.1.3 (as so renumbered) to `5% of the Company`s
issued ordinary share capital for the time being` to read `6%
of the Company`s issued ordinary share capital for the time
being`;
(vi) the Articles of Association of the Company be amended by the
insertion of the following paragraph as the second paragraph of
Article 128 (Calculation and Currency of Dividends):
`For the avoidance of doubt, a share is deemed paid up (as to
its nominal value or any premium on it) for the purposes of
these Articles, in cash, or allotted for cash, if the
consideration for the allotment or payment up is (inter alia)
cash received by the company, or is a release of a liability of
the company for a liquidated sum, or is an undertaking to pay
cash to the company at a future date or dates.`
The remaining paragraphs of Article 128 shall be re-ordered
accordingly;
(vii) the objects clause in the Memorandum of Association of the
Company be amended by the insertion of the following words
after `cash` in the first sentence of Clause 4(22):
`(whether for a consideration which is less than the market
value or not)`.
