TIDMOML TIDMQLT
RNS Number : 3304S
Old Mutual PLC
25 June 2018
Old Mutual plc
Ref 221/18
25 June 2018
UPDATE ON MANAGED SEPARATION - FIRST SCHEME EFFECTIVE, pricing
of global offer by old mutual plc
First Scheme Effective
Further to the announcement by Old Mutual plc ("Old Mutual") on
20 June 2018 that the Court has sanctioned the First Scheme, Old
Mutual is pleased to announce that the First Scheme became
effective at 7.00 p.m. (London time) on 22 June 2018 in accordance
with its terms. As part of the First Scheme, the Demerger Reduction
of Capital and the Quilter Demerger have now taken effect and it is
expected that the Second Scheme Court Hearing will take place later
today.
Pricing of Global Offer
Following the announcement by Old Mutual on 11 June 2018
regarding the price range of the offer (the "Global Offer") of up
to 9.6% of the ordinary shares of Quilter plc ("Quilter")
("Ordinary Shares"), Old Mutual today announces the final offer
price of 145 pence per Ordinary Share. The expected offering
comprises of 165,010,507 Ordinary Shares to institutional placees,
1,002,064 Ordinary Shares to certain non-executive directors of
Quilter and certain non-executive directors of Old Mutual, and an
over-allotment option in respect of 16,501,050 Ordinary Shares. The
offer price is payable in GBP or, in respect of South African
placees, Rand (converted at the reference price of 17.85 Rand per
GBP). The net proceeds expected to be received by Old Mutual plc is
approximately GBP231.1 million (on the basis of the above reference
price and including expected proceeds from certain non-executive
directors of Quilter and certain non-executive directors of Old
Mutual), excluding any proceeds of the over-allotment option if
exercised.
Old Mutual is pleased to announce that admission of, and
commencement of unconditional dealings in, Quilter plc to the
London Stock Exchange and the Johannesburg Stock Exchange will take
place at 8.00am (London time) today.
Timetable
Old Mutual expects the Global Offer and Managed Separation to
occur in accordance with the dates and times set out in the
Circular.
Defined terms used but not defined in this announcement have the
meanings set out in the Circular.
BofA Merrill Lynch is acting as joint financial adviser and
sponsor to Old Mutual in connection with the managed
separation.
Rothschild is acting as independent financial adviser to Old
Mutual on its managed separation including the Global Offer.
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
Limited) +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.
The two businesses below are now independent from Old
Mutual.
BrightSphere Investment Group, a US based institutional asset
manager, which rebranded from OM Asset Management in March
2018,
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.
The remaining businesses of Old Mutual include the
following:
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.
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.
FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements with
respect to certain of Old Mutual plc's, Quilter's and Old Mutual
Limited's plans and their current goals and expectations relating
to the execution of managed separation. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond Old
Mutual plc's, Quilter's and Old Mutual Limited's control, including
amongst other things, those set out in the circular published by
Old Mutual plc on 20 April 2018 (the "Circular"), the pre-listing
statement published by Old Mutual Limited on 20 April 2018 (the
"OML PLS") and the prospectus published by Quilter on 20 April 2018
(the "Quilter Prospectus"). As a result, the execution of Managed
Separation may differ materially from the forward-looking
statements set forth in this announcement. These forward-looking
statements speak only as of the date on which they are made. Old
Mutual plc, Quilter and OML expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement or any
other forward-looking statements they may make.
IMPORTANT INFORMATION
This announcement is not an offer to sell, or a solicitation of
an offer to purchase, securities in the United States or in any
other jurisdiction.
The securities to which these materials relate have not been and
will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act"), or the securities laws of any state
or other jurisdictions of the United States, and may not be offered
or sold in the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act. There will be no public offering of the
securities in the United States. The securities to be issued in
connection with the schemes are expected to be issued in reliance
upon the exemption from the registration requirements of the
Securities Act provided by Section 3(a)(10).
The release, publication or distribution of this announcement,
the Circular, the OML PLS and the Quilter Prospectus in
jurisdictions other than South Africa, the United Kingdom, Malawi,
Namibia and Zimbabwe may be restricted by law and therefore persons
in whose possession any of this announcement, the Circular, the OML
PLS and the Quilter Prospectus comes should inform themselves
about, and observe, any such applicable restrictions or
requirements. Any failure to comply with such restrictions or
requirements may constitute a violation of the securities laws and
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the
Proposals to finalise the managed separation disclaim any
responsibility or liability for the violation of such restrictions
or requirements by any person.
This announcement does not comprise a prospectus or a prospectus
equivalent document. Neither this announcement nor anything
contained herein shall form the basis of, or be relied upon in
connection with, any offer or commitment whatsoever in any
jurisdiction.
The information contained in this announcement constitutes
factual information as contemplated in section 1(3)(a) of the South
African Financial Advisory and Intermediary Services Act, 37 of
2002, as amended ("FAIS Act") and should not be construed as an
express or implied recommendation, guide or proposal that any
particular transaction in respect of any securities or in relation
to the business or future investments of Old Mutual plc, OML or
Quilter is appropriate to the particular investment objectives,
financial situations or needs of a prospective investor. Nothing in
this announcement should be construed as constituting the
canvassing for, or marketing or advertising of, financial services
in South Africa, the United Kingdom, Malawi, Namibia, Zimbabwe or
any other jurisdiction.
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as joint financial adviser to Old Mutual plc and for no one
else in relation to the Global Offer and will not be responsible to
anyone other than Old Mutual plc for providing the protections
afforded to clients of Rothschild, nor for providing advice in
relation to the Global Offer or any other matter or arrangement
referred to in this document. This statement does not seek to limit
or exclude responsibilities or liabilities which may arise under
the FSMA or the regulatory regime established thereunder.
Merrill Lynch International ("BofA Merrill Lynch"), which is
authorised by the Prudential Regulation Authority and regulated by
the FCA and the Prudential Regulation Authority in the United
Kingdom, is acting as joint financial adviser and sponsor to Old
Mutual plc and for no one else in relation to the managed
separation and will not be responsible to anyone other than Old
Mutual plc for providing the protections afforded to clients of
BofA Merrill Lynch, nor for providing advice in relation to the
managed separation or any other matter or arrangement referred to
in this document. This statement does not seek to limit or exclude
responsibilities or liabilities which may arise under the FSMA or
the regulatory regime established thereunder.
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
SOAUVSVRWOANURR
(END) Dow Jones Newswires
June 25, 2018 02:01 ET (06:01 GMT)
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