TIDMOMU
RNS Number : 3388R
Old Mutual Limited
04 November 2021
Old Mutual Limited
Incorporated in the Republic of South Africa
Registration number: 2017/235138/06
ISIN: ZAE000255360
LEI: 213800MON84ZWWPQCN47
JSE Share Code: OMU
LSE Share Code: OMU
NSX Share Code: OMM
MSE Share Code: OMU
ZSE Share Code: OMU
("Old Mutual" or "the Company" or the "Group")
Ref 26 /21
4 November 2021
CASH PROCEEDS IN RESPECT OF FRACTIONAL ENTITLEMENTS AND
APPLICABLE RATE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
Unless otherwise defined, all capitalised terms used in this
announcement shall bear the same meanings in the finalisation
announcement published on Tuesday, 26 October 2021 ("Finalisation
Announcement").
This announcement does not constitute an offer or form part of
any offer or invitation to purchase, subscribe for, sell or issue,
or a solicitation of any offer to purchase, subscribe for, sell or
issue, any securities (whether pursuant to this announcement or
otherwise) in any jurisdiction, including an offer to the public or
section of the public in any jurisdiction. This announcement does
not comprise a prospectus.
1. Background
Old Mutual Shareholders are referred to the Unbundling
Announcement and the Finalisation Announcement wherein it was
announced that Old Mutual will unbundle all of the Nedbank Shares
held by Old Mutual Emerging Markets Proprietary Limited (being
62,131,692 Nedbank Shares and comprising 12.2% of the issued
ordinary share capital of Nedbank as at 26 October 2021) to Old
Mutual Shareholders by way of a distribution in specie in terms of
section 46(1)(a)(ii) of the Companies Act, No. 71 of 2008 (the
"Unbundling") on Monday, 8 November 2021.
The salient dates and times included in the Finalisation
Announcement remain unchanged.
In terms of the Unbundling, each Old Mutual Shareholder will
receive 1.31954 Nedbank Shares (which are listed on the
Johannesburg Stock Exchange and the Namibian Stock Exchange), for
every 100 Old Mutual shares held on the relevant securities
register of Old Mutual as at 8.00 p.m. (SA time) / 6.00 p.m. (UK
time) on Friday, 5 November 2021 ("Record Time"). The distribution
of the Unbundled Nedbank Shares to Old Mutual Shareholders in the
ratio above may result in fractional entitlements for the
recipients.
2. CASH PROCEEDS AND FRACTIONAL ENTITLEMENTS
In accordance with the JSE Listings Requirements and as outlined
in paragraph 3.2 of the Finalisation Announcement, fractional
entitlements to the Unbundled Nedbank Shares will be rounded down
to the nearest whole number and the aggregated fractions of the
Unbundled Nedbank Shares to which Old Mutual Shareholders are
entitled will not be transferred to them but will instead be sold
in the market as soon as practicable after the Unbundling.
Old Mutual Shareholders will accordingly receive monetary
compensation in respect of their fractional entitlements to the
Unbundled Nedbank Shares. In accordance with the JSE Listings
Requirements, this amount has been determined with reference to the
volume weighted average price in Rand of a Nedbank Share traded on
the JSE on Wednesday, 3 November 2021, ZAR177.20697 (being the
first day on which Old Mutual shares traded 'ex' the entitlement to
receive the Unbundled Nedbank Shares) reduced by 10% ("Cash
Proceeds"). On this basis, Old Mutual Shareholders are advised that
the Cash Proceeds due to Old Mutual Shareholders in respect of any
fractional entitlement is ZAR159.48627 (ZAR177.20697 x 0.9) per
Unbundled Nedbank Share.
The Cash Proceeds will be paid (i) by Old Mutual to the relevant
registered Old Mutual Shareholders that hold their Old Mutual
shares in certificated form and (ii) by a nominee or CSDP to the
Relevant Old Mutual Shareholders that hold their Old Mutual Shares
in uncertificated form within the nominee account or within a
CSDP.
Old Mutual Shareholders on the Namibian register, Malawi
register, UK register and Zimbabwe register will be paid the local
currency at the following rates:
- Namibia: 1.0000 Namibian dollars per Rand
- Malawi: 52.7666 Malawian kwacha per Rand
- United Kingdom: 0.0474 Pound sterling per Rand
- Zimbabwe: 6.3251 RTGS dollar per Rand
3. EXAMPLES OF FRACTIONAL ENTITLEMENT
- Example 1: This example assumes that an Old Mutual Shareholder
holds 100 Old Mutual Shares at the close of business at the Record
Time. The rounding convention described above is then applied and
the Old Mutual Shareholder will receive 1 Unbundled Nedbank Share
in respect of the 100 Old Mutual Shares held by them as at the
Record Time and a cash payment for the fractional entitlement of
0.31954 x ZAR159.48627 = ZAR50.96224.
- Example 2: This example assumes that an Old Mutual Shareholder
owns 1,000 Old Mutual Shares at the close of business at the Record
Time. The rounding convention described above is then applied and
the Old Mutual Shareholder will receive 13 Unbundled Nedbank Shares
in respect of the 1,000 Old Mutual Shares held by them as at the
Record Time and a cash payment for the fractional entitlement of
0.1954 x ZAR159.48627 = R31.16362.
4. TAXATION
Old Mutual Shareholders are further referred to paragraph 6 of
the Finalisation Announcement which outlines the tax treatment in
respect of the Unbundling. As noted in the Finalisation
Announcement, the Old Mutual Board has specifically resolved to
distribute the Unbundled Nedbank Shares as a return of capital
(paid out of "contributed tax capital"). The distribution of the
Nedbank Shares on the Nedbank Unbundling does not qualify as an
"unbundling transaction" for purposes of section 46(1) of the
Income Tax Act and should be treated as a taxable event for Old
Mutual Shareholders who are resident in South Africa. Consequently,
the receipt of the Unbundled Nedbank Shares (including the Cash
Proceeds) by South African tax resident Old Mutual Shareholders
should constitute a "return of capital" for South African tax
purposes only. Dividends tax should therefore not apply. The
receipt of the Unbundled Nedbank Shares by Old Mutual Shareholders
who are non-resident of South Africa should also be treated as a
"return of capital" under general South African tax principles.
5. NOTICE TO US INVESTORS
Shareholders with a registered address in the United States of
America are reminded that the Unbundled Nedbank Shares will only be
delivered to Old Mutual Shareholders who are qualified
institutional buyers ("QIBs") and who have returned executed
investor letters to Old Mutual, with a copy of the relevant CSDP,
broker, custodian or nominee in the case of Old Mutual Shareholders
that hold their Old Mutual shares in uncertificated form, and the
SA Registrar in the case of Old Mutual Shareholders that hold their
Old Mutual shares in certificated form, by the Record Time. Old
Mutual Shareholders who are QIBs are further referred to paragraph
4.5 of the Finalisation Announcement which outlines the full
details in relation to the process and requirements for QIBs for
the purpose of the Unbundling.
DISCLAIMER
This announcement is not for distribution, directly or
indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of
Columbia), Australia, Canada or Japan. These materials do not
constitute or form a part of any offer or solicitation to purchase
or subscribe for, or otherwise invest in, securities in the United
States, Australia, Canada or Japan. The Unbundled Nedbank Shares
mentioned herein have not been, and will not be, registered under
the US Securities Act. The Unbundled Nedbank Shares 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 US Securities Act. There will be no public
offer of securities in the United States.
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) and should not be construed as an express or
implied recommendation, guide or proposal that any particular
transaction in respect of the Old Mutual Shares or the Unbundled
Nedbank Shares or in relation to the business or future investments
of Old Mutual or Nedbank is appropriate to the particular
investment objectives, financial situations or needs of a
prospective investor, and nothing in this announcement should be
construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa.
No representation or warranty, express or implied, is made by
any person other than Old Mutual as to the accuracy, completeness
or verification of the information set out in this announcement,
and nothing contained in this announcement is, or shall be relied
upon as, a promise or representation in this respect, whether as to
the past or the future. No person other than Old Mutual assumes
responsibility for this announcement's accuracy, completeness or
verification and all other persons accordingly disclaim, to the
fullest extent permitted by applicable laws and regulations, any
and all liability whether arising in delict, tort, contract or
otherwise that they might otherwise be found to have in respect of
this announcement or any such statement.
Financial Advisor
Merrill Lynch South Africa (Pty) Limited t/a BofA Securities
Sponsors
Johannesburg Stock Exchange Merrill Lynch South Africa (Pty) Limited t/a BofA Securities
Namibia PSG Wealth Management (Namibia) (Proprietary) Limited
Malawi Stockbrokers Malawi Limited
Zimbabwe Imara Capital Zimbabwe plc
Enquiries
Investor Relations
Sizwe Ndlovu T: +27 (0)11 217 1163
Head of Investor Relations M: +27 (83) 500 8019
E: tndlovu6@oldmutual.com
Communications:
Vuyo Mtawa M: +27 (0) 68 422 8125
Head: Group Communications E: vmtawa@oldmutual.com
Notes to Editors
About Old Mutual
Old Mutual is a premium African financial services group that
offers a broad spectrum of financial solutions to retail and
corporate customers across key market segments in 14 countries. Old
Mutual's primary operations are in South Africa and the rest of
Africa, and it has a niche business in China. With over 176 years
of heritage across sub-Saharan Africa, Old Mutual is a crucial part
of the communities it serves and broader society on the
continent.
For further information on Old Mutual, and its underlying
businesses, please visit the corporate website at www.oldmutual.com
.
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END
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