TIDMOML

RNS Number : 7344T

Old Mutual PLC

10 January 2017

Old Mutual plc

Ref 05/17

10 January 2017

NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) ("U.S. PERSON") OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (TOGETHER, THE "UNITED STATES") OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

Old Mutual plc announces Tender Offer and Proposal for its outstanding GBP350,000,000 Perpetual Preferred Callable SecuritiesOld Mutual plc (the "Company") today announces its invitation to:

(i) holders (the "Securityholders") of its outstanding GBP350,000,000 Perpetual Preferred Callable Securities (the "Securities") to tender any and all of their Securities for purchase by the Company for cash (such invitation the "Offer"); and

(ii) Securityholders to approve, by Extraordinary Resolution, certain modifications to the terms and conditions of the Securities (the "Conditions") to provide for the Company to redeem (the "Issuer Early Redemption") all, but not some only, of the Securities remaining (if any) on completion of the Offer (the "Proposal"),

subject, in each case, to the terms and conditions set out in the Tender Offer and Solicitation Memorandum dated 10 January 2017 (the "Tender Offer and Solicitation Memorandum") including, in the case of the Offer, the offer and distribution restrictions described below and set out more fully in the Tender Offer and Solicitation Memorandum.

Copies of the Tender Offer and Solicitation Memorandum are available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer and Solicitation Memorandum.

Early Amount

Purchase Tender subject

Description ISIN/ Outstanding Price/Early Payment/Early Total Early to the

of the Common principal Redemption Consent Purchase Offer

Securities Code amount Amount Amount* Consideration*

--------------- ------------- --------------- ------------ -------------- ---------------- --------

GBP350,000,000 XS0215556142GBP273,203,000 103.00 3.00 per 106.00 Any and

Perpetual / 021555614 per cent. cent. per cent. all

Preferred of the of the of the

Callable principal principal principal

Securities amount amount amount

of the of the of the

Securities Securities Securities

--------------- ------------- --------------- ------------ -------------- ---------------- --------

* The total consideration payable to Securityholders

who submit tender instructions which are received

by the Tender Agent by the Early Tender and Early

Consent Deadline and whose Securities areaccepted

for purchase pursuant to the Offer comprises (i)

the Purchase Price of 103.00 per cent. and (ii) the

Early Tender Payment of 3.00 per cent. in each case

of the principal amount of the relevant Securities,

plus Accrued Interest.

For the avoidance of doubt a Securityholder who

validly submits a Tender Instruction shall not be

eligible to submit a Voting-Only Instruction or receive

the Early Consent Amount and a Securityholder who

validly submits a Voting-Only Instruction shall not

be eligible to submit a Tender Instruction or receive

the Early Tender Amount.

Rationale for the Offer and the Proposal

The purpose of the Offer and the Proposal is to utilise available liquidity to manage the Company's debt maturity profile by reducing outstanding indebtedness and to reduce interest costs. In addition, the Offer will provide liquidity to relevant Securityholders.

Details of the Offer

In order toparticipate in the Offer, Securityholders must validly tender their Securities for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 30 January 2017 (the "Expiration Deadline").

The Company will pay, on the Settlement Date, a cash purchase price (the "Purchase Price") equal to 103.00 per cent. of the principal amount of the Securities accepted by it for purchase pursuant to the Offer plus the relevant Accrued Interest Payment.

Each Securityholder that validly tenders its Securities by way of a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 18 January 2017 (the "Early Tender and Early Consent Deadline") (and does not subsequently revoke such tender in the limited circumstances in which such revocation is permitted) and whose Securities are accepted for purchase pursuant to the Offer will receive, in addition to the Purchase Price and the relevant Accrued Interest Payment, and as additional consideration for its tender of Securities, an additional cash payment (the "Early Tender Payment") equal to 3.00 per cent. of the principal amount of the relevant Securities. Therefore, the total consideration payable to Securityholders who validly tender their Securities in the Offer by the Early Tender and Early Consent Deadline will be equal to (i) 106.00 per cent. of the principal amount of the relevant Securities (the "Total Early Purchase Consideration") plus (ii) the Accrued Interest Payment.

By tendering Securities in the Offer, Securityholders will automatically instruct the Principal Paying Agent to appoint one or more representatives of the Tender Agent as their proxy to vote in favour of the Extraordinary Resolution at the Meeting. It will not be possible to validly tender Securities in the Offer without at the same timegiving such instructions to the Principal Paying Agent.

To be eligible for the Purchase Price and (where applicable) the Early Tender Payment, Securityholders who tender their Securities must not attend, or seek to attend, the Meeting in person or make any other arrangements to be represented at the Meeting (other than by way of the relevant Tender Instruction(s)). Any such Securityholder that separately seeks to appoint a proxy to vote at the relevant Meeting on its behalf or attends the Meeting in person or makes other arrangements to be represented at the Meeting (other than by way of the relevant Tender Instruction(s)) will not be eligible for the Purchase Price and (where applicable) the Early Tender Payment, irrespective of whether such Securityholder has delivered a Tender Instruction or such other arrangements are made by the above deadlines.

Details of the Proposal

The Company is inviting the holders of the Securities to approve certain modifications to the terms and conditions of the Securities (the "Conditions") to provide for the Company to redeem (the "Issuer Early Redemption") all, but not some only, of the Securities remaining (if any) on completion of the Offer, at an early redemption price of 103.00 per cent. of the principal amount of the Securities (the "Early Redemption Amount") plus Accrued Interest.

In order to participate in the Proposal, any Voting-Only Instruction in favour of the Proposal given by a Securityholder must be received by the Tender Agent by the Expiration Deadline. However, in order for the Securityholder to be eligible for the Early Consent Amount (defined below), such Voting-Only Instructions must be received by the Tender Agent by the Early Tender and Early Consent Deadline.

Notice (the "Notice") of a meeting (the "Meeting") of the Securityholders to be held at the offices of Linklaters LLP of One Silk Street, London EC2Y 8HQ, United Kingdom at 4.00 p.m. (London Time) on 1 February 2017 has been given to Securityholders in accordance with the Conditions by delivery of the Notice to Euroclear and Clearstream, Luxembourg and by publication through RNS and on the website of the Company at www.oldmutual.com.

At the Meeting, the Securityholders will be asked to consider and, if thought fit, pass an extraordinary resolution as set out in the Notice (the "Extraordinary Resolution"), which will provide, among other things, for the Trustee to be authorised and requested to concur in and execute the Supplemental Trust Deed to effect the necessary modifications pursuant to the Extraordinary Resolution in order to implement the Proposal.

The quorum required for the Extraordinary Resolution to be considered at the Meeting is one or more persons present and holding or representing in the aggregate not less than two-thirds of the principal amount of the Securities for the timebeing outstanding. In the event such quorum is not present within 15 minutes (or such longer period not exceeding thirty minutes as the chairman may decide) from the time initially fixed for the Meeting, the Meeting shall be adjourned until such date, not less than 14 nor more than 42 days later, and time and place as may be appointed by the chairman of the Meeting and approved by the Trustee. At any such adjourned Meeting one or more persons present and holding or representing in the aggregate not less than one-third of the principal amount of the Securities for the time being outstanding will form a quorum.

(MORE TO FOLLOW) Dow Jones Newswires

January 10, 2017 04:50 ET (09:50 GMT)

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