TIDMOML
RNS Number : 0139S
Old Mutual PLC
20 June 2018
Old Mutual plc
Ref 220/18
20 June 2018
UPDATE ON MANAGED SEPARATION - FIRST SCHEME of arrangement
SANCTIONED BY the UK COURT
Old Mutual plc ("Old Mutual") is pleased to announce that the
Court has today sanctioned the First Scheme by which, inter alia,
the Demerger Reduction of Capital and the Quilter Demerger will be
effected.
Old Mutual has provided an undertaking to the Court (the
"Undertaking") that it will continue to hold sufficient assets to
meet its liabilities to creditors and contingent creditors as at
the effective date of the Demerger Reduction of Capital, plus
headroom of 10% surplus assets in excess of such liabilities. The
assets held by Old Mutual pursuant to the Undertaking will comprise
a portfolio of UK government issued gilts and cash or near cash
instruments which are of a liquidity to ensure that Old Mutual can
meet payments as and when they fall due (the "Permitted Assets") as
well as 9.6% of Quilter shares (being the shares subject to the
Quilter Share Sale) and Old Mutual's shareholding in OM Group (UK)
Limited.
Under the terms of the Undertaking, Old Mutual may recalculate
the amount of its liabilities on a quarterly basis commencing 1
October 2018 and, subject to retaining Permitted Assets in excess
of 110% of Old Mutual's liabilities to creditors and contingent
creditors as at the effective date of the Demerger Reduction of
Capital, will be permitted to deal with any surplus assets as it
sees fit.
The Court has also confirmed that any proceeds realised in
respect of the Quilter Share Sale in excess of GBP113.4 million are
not subject to the Undertaking. Old Mutual may therefore consider
any surplus proceeds arising in relation to the Quilter Share Sale
in excess of this amount for distribution on the same basis as
other surplus assets not subject to the Undertaking.
Any potential distribution by Old Mutual will need to take into
account, inter alia, the developments and future assessments by the
Board of Old Mutual, at such a point in time, of liabilities and
contingent liabilities and in line with its fiduciary duties.
Subject to the fulfilment of the conditions set out in the
circular published by Old Mutual on 20 April 2018 (the "Circular")
including the Court order being delivered to the Registrar of
Companies, the First Scheme Effective Time is expected to be 7.00
p.m. (London time) on 22 June 2018.
The Demerger Effective Time is expected to be 6.00 a.m. (London
time) on 25 June 2018. At this time, Old Mutual plc will distribute
86.6% of the total issued share capital of Quilter plc to Old
Mutual plc Shareholders.
It is expected that the Second Scheme Court Hearing will take
place on 25 June 2018.
Old Mutual expects 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.
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.
BrightSphere Investment Group, a US based institutional asset
manager, which rebranded from OM Asset Management in March 2018, is
now independent from Old Mutual. The remaining underlying
businesses are:
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.
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.
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
SOALLFEIRRIIFIT
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