REG - Old Mutual Ltd - Distribution of circular including notice of GM

Old MutualAnnouncement

13/07/2022 12:00

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RNS Number : 3515S  Old Mutual Limited  13 July 2022

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

MSE Share Code: OMU

NSX Share Code: OMM

ZSE Share Code: OMU

("Old Mutual" or "Company")

 

Ref: 27/22

13 July 2022

DISTRIBUTION OF CIRCULAR, INCLUDING A NOTICE OF GENERAL MEETING, RELATING TO
OLD MUTUAL'S PROPOSED BULA TSELA BROAD-BASED BLACK ECONOMIC EMPOWERMENT
("B-BBEE") OWNERSHIP TRANSACTION

OLD MUTUAL BULA TSELA TRANSACTION

Shareholders are referred to the announcement dated 20 April 2022
("Transaction Announcement") which advised shareholders that the Company is
entering into a transformative B-BBEE ownership transaction named Old Mutual
Bula Tsela, seSotho for "open or pave the way" ("Transaction").

As stated in the Transaction Announcement, the Transaction entails, inter alia
and subject to the fulfilment or waiver of certain conditions precedent, the
issue of 205 326 842 new Old Mutual ordinary shares ("Old Mutual Shares") for
cash. Once issued, these Old Mutual Shares will constitute approximately 4.2%
of the enlarged issued share capital of the Company, held as follows:

-        employee share ownership trusts will hold, in total,
approximately 1.6% of Old Mutual's issued share capital for the benefit of
employees of the Old Mutual group ("ESOP Scheme"), in addition to Old Mutual
Shares they currently hold for other Old Mutual group employee plans. The
subscription price of these shares will be funded from contributions by
employer companies within the Old Mutual group, constituting financial
assistance as contemplated in the Companies Act, 2008 ("Companies Act");

 

-        a Community trust will hold approximately 1.3% of Old Mutual's
issued share capital, for the benefit of various qualifying Black community
beneficiaries. The subscription price of these shares will be funded by way of
financial assistance from Old Mutual in the form of a cash contribution; and

 

-        Black members of the public and Black-owned entities
(collectively, "Qualifying Retail Scheme Persons") will be invited, via a
prospectus, to apply for ordinary shares ("RetailCo Shares") in a special
purpose vehicle ("RetailCo"), which, in turn, will hold approximately 1.3% of
the issued Old Mutual Shares. It is anticipated that the RetailCo Shares will
be listed on a recognised -B-BBEE exchange by the 5(th) anniversary of the
date of issue of the Old Mutual Shares. The subscription price of the Old
Mutual Shares will be partly funded by way of financial assistance from Old
Mutual in the form of a cash contribution and preference share funding. If any
of the RetailCo Shares are not taken up by Qualifying Retail Scheme Persons,
these might be held in a warehousing trust ("Warehousing Trust") pending their
sale to Black persons and Black-owned entities. The Warehousing Trust might
also house, inter alia, the RetailCo Shares allocated to Qualifying Retail
Scheme Persons under an extended payment terms arrangement, the RetailCo
Shares currently held by Old Mutual and RetailCo Shares forfeited in limited
circumstances such as death, default and certain insolvency events. Old Mutual
will provide financial assistance as contemplated in the Companies Act, in the
form of a loan facility, available to the Warehousing Trust to fund these
subscriptions for, and purchases of, RetailCo shares.

 

CIRCULAR AND NOTICE OF GENERAL MEETING

Shareholders are advised that the Company has today distributed a circular to
shareholders relating to the Transaction, containing a notice of a general
meeting of shareholders, ("Circular") to be held by electronic participation
only, at 10:00 (South African Standard Time) on Friday 12 August 2022
("General Meeting").

 

The Company has retained the services of The Meeting Specialist Proprietary
Limited ("TMS") to remotely host the General Meeting on an interactive
electronic platform, in order to facilitate remote participation and voting by
shareholders. In order to participate electronically in, and/or vote
electronically at, the General Meeting, shareholders are required to contact
TMS at proxy@tmsmeetings.co.za or alternatively contact it on +27 11 520
7950/1/2 as soon as possible, but in any event no later than 10:00 (South
African Standard Time) on Friday, 5 August 2022. TMS will assist shareholders
with the requirements for electronic participation in, and/or electronic
voting at, the General Meeting.

 

The Circular will be available on the Company's website
(https://www.oldmutual.com/ (https://www.oldmutual.com/)
investor-relations/news). Until the date of the General Meeting, copies of the
Circular can be obtained by emailing meetingservices@jseinvestorservices.co.za
(mailto:meetingservices@jseinvestorservices.co.za) , or during normal business
hours  from the Company's registered office, Mutualpark, Jan Smuts Drive,
Pinelands, Cape Town, Western Cape, 7405, South Africa or from the offices of
the Company's sponsor, Merrill Lynch South Africa (Pty) Limited t/a BofA
Securities, 3rd Floor, The Place 1 Sandton Drive Sandton, 2196, South Africa.

 

The salient information relating to the General Meeting is set out below:

                                                                                2022
 Issuer name                                                                    Old Mutual Limited
 ISIN                                                                           ZAE000255360
 Share codes                                                                    JSE Share Code: OMU

                                                                                LSE Share Code: OMU

                                                                                MSE Share Code: OMU

                                                                                NSX Share Code: OMM

                                                                                ZSE Share Code: OMU
 Meeting type                                                                   General meeting
 Meeting venue                                                                  Electronic participation only
 Record date to receive the Circular                                            Friday, 8 July
 Circular distributed to Old Mutual shareholders on                             Wednesday, 13 July
 Last Day to trade in Old Mutual shares for an Old Mutual shareholder to be     Tuesday, 2 August
 entitled to attend, and speak and vote at, the General Meeting on
 Record date for an Old Mutual shareholder to be entitled to attend, and speak  Friday, 5 August
 and vote at, the General Meeting on
 For administrative purposes, Old Mutual Shareholders are requested (but not    Wednesday, 10 August
 required) to lodge forms of proxy by 10:00 (South African Standard Time) on
 Last day and time to lodge forms of proxy, by  the time of commencement of     Friday, 12 August
 the General Meeting
 General Meeting to be conducted entirely by electronic communication at 10:00  Friday, 12 August
 (South African Standard Time) on
 Results of the General Meeting released on SENS on                             Friday, 12 August
 Results of the General Meeting published in the Malawian press on              Monday 15 August
 Finalisation announcement expected to be released on the JSE Stock Exchange    Friday, 4 November
 News Service on
 Finalisation announcement expected to be published in the South African press  Monday, 7 November
 on
 Implementation (on or about)                                                   Monday, 21 November
 Website link                                                                   www.oldmutual.com (http://www.oldmutual.com)

The above dates and times are subject to change, and may be changed by Old
Mutual. Any material change will be released on SENS and published in the
South African press.

 

In paragraph 10 of the Transaction Announcement, shareholders were advised
that a fairness opinion would be obtained in relation to the Transaction. In
accordance with the rationale of achieving a truly transformative transaction,
the executive directors and prescribed officers of Old Mutual have elected
that they will not participate in the ESOP Scheme and that they will procure
that certain groups of persons connected to them will not participate in the
ESOP Scheme. As a result, a fairness opinion is no longer required.

 

As stated in the Transaction Announcement, the Transaction remains subject to
the receipt of approval from the South African Reserve Bank Prudential
Authority.

Notwithstanding anything to the contrary in this announcement, this
announcement does not constitute or form part of any offer, or invitation or
advertisement for or solicitation of any offer, to purchase, otherwise
acquire, subscribe for, sell, otherwise dispose of, or issue, any security in
any jurisdiction nor shall it or any part of it form the basis of, or be
relied on in connection with, any agreement or commitment in any jurisdiction.
Without limiting the aforegoing, this announcement is not a prospectus or an
"advertisement" as contemplated by the Companies Act or an offer of shares in
RetailCo, and as at the date of this announcement, no prospectus has been
filed with the Companies and Intellectual Property Commission. Subject to
fulfilment or waiver of the conditions precedent to the Transaction, RetailCo
will, via a prospectus (which is not yet available), invite qualifying persons
to apply for RetailCo Shares. That prospectus will contain detailed
information on RetailCo and other information required in terms of the
Companies Act and the Companies Regulations, 2011, as amended. This
announcement is not for distribution, directly or indirectly, in or into any
jurisdiction outside of South Africa if such distribution is restricted or
prohibited by, or would constitute a violation of, the laws or regulations of
such jurisdiction. If the distribution of this announcement in or into any
jurisdiction outside of South Africa is restricted or prohibited by, or would
constitute a violation of, the laws or regulations of any such jurisdiction,
this announcement is deemed to have been sent for information purposes only
and should not be copied or redistributed.

Sandton

13 July 2022

 

Corporate Advisers

Tamela Holdings Proprietary Limited

Rand Merchant Bank (a division of FirstRand Bank Limited)

 

Independent Reporting Accountants and Auditors

Deloitte & Touche

 

Legal Adviser to Old Mutual

Bowman Gilfillan Inc.

 

JSE Sponsor

Merrill Lynch South Africa (Pty) Limited t/a BofA Securities

 

Sponsors

 Johannesburg Stock Exchange                                            Merrill Lynch South Africa (Pty) Limited t/a BofA Securities

 Malawi Stock Exchange                                                  Stockbrokers Malawi
                                                                        Limited

 Namibia Stock Exchange                                                 PSG Wealth Management (Namibia) Proprietary Limited

 Zimbabwe Stock Exchange                                                Imara Capital Zimbabwe plc

 

 

Enquiries

Investor Relations

Sizwe Ndlovu
                  T: +27 (0)11 217 1163

Head of Investor Relations
              E: tndlovu6@oldmutual.com

 

Communications

Vuyo Mtawa
                     M: +27 68 422 8125

Head: Group Communications
 E: VMtawa@oldmutual.com

 

http://www.rns-pdf.londonstockexchange.com/rns/3515S_1-2022-7-13.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3515S_1-2022-7-13.pdf)

Notes to Editors

About Old Mutual Limited

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 Asia. With over
177 years of heritage across sub-Saharan Africa, Old Mutual is a crucial part
of the communities they serve and the 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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