Any Securityholder who does not wish, or who is not able, to tender its Securities for purchase pursuant to the Offer may also be eligible, to the extent permitted by applicable laws and regulations and subject to the conditions set out in the Tender Offer and Solicitation Memorandum, to receive an amount equal to 3.00 per cent. of the nominal amount of such Securityholder's Securities (the "Early Consent Amount") by delivering, or arranging to have delivered on their behalf, a valid Voting Only Instruction in favour of the Proposal that is received by the Tender Agent by the Early Tender and Early Consent Deadline. Payment of any Early Consent Amount is further conditional on the acceptance for purchase by the Company of the Securities validly tendered in the Offer, the passing of the Extraordinary Resolution and the execution by the Company and the Trustee of the Supplemental Trust Deed.
Where payable, Early Consent Amounts will be paid by the Company to relevant Securityholders on the Settlement Date in the same manner as the payment of the Purchase Price, Accrued Interest Payment and Early Tender Payment (if applicable) is made to eligible Securityholders.
By submitting a Voting Only Instruction Securityholders will automatically instruct the Principal Paying Agent to appoint one or more representatives of the Tender Agent as their proxy to vote in respect of the Extraordinary Resolution at the Meeting. It will not be possible to validly submit Voting Only Instructions in favour of the Proposal without at the same time giving such instructions to the Principal Paying Agent.
If passed, the Extraordinary Resolution shall be binding on all Securityholders, whether present or not at the Meeting and whether or not voting. The implementation, if passed, of the Extraordinary Resolution is conditional on the acceptance for purchase by the Company of the Securities that have been validly tendered in the Offer and the execution by the Company and the Trustee of the Supplemental Trust Deed.
Securityholders should refer to the Notice for full details of the procedures in relation to the Meeting.
The acceptance for purchase by the Company of Securities validly tendered in the Offer is not dependent on the Extraordinary Resolution being passed or the Supplemental Trust Deed being executed. However, if the Meeting is adjourned the Company may choose, in its sole discretion and without limiting its right to otherwise extend, re-open, amend, waive any condition of or terminate the Offer and/or the Proposal as provided in the Tender Offer and Solicitation Memorandum, to amend the terms and conditions of the Offer and/or the Proposal to provide for the Settlement Date to take place after such adjourned meeting on the same basis as for the original Meeting (and, for the avoidance of doubt, no such amendment to the Settlement Date will entitle Securityholders to revoke any Tender Instructions or Voting-Only Instructions in respect of the Proposal).
Under the Offer and the Proposal, all (i) Tender Instructions and (ii) Voting-Only Instructions will (subject to applicable law and the provisions of the Trust Deed) be irrevocable except in the limited circumstances described in the Tender Offer and Solicitation Memorandum.
Date and time Event
(all times are
Tuesday, 10 January Launch Date.
4.00 p.m. on Wednesday, Early Tender and Early Consent
18 January 2017 Deadline.
4.00 p.m. on Monday, Expiration Deadline.
30 January 2017
4.00 p.m. on Wednesday, Meeting.
1 February 2017
As soon as reasonably Announcement of (i) the results
practicable after of the Meeting, (ii) the
the Meeting Company's decision whether
to accept valid tenders of
Securities for purchase pursuant
to the Offer (including (if
applicable) the announcement
of the expected Settlement
Date) and (iii) if the Extraordinary
Resolution is passed and
the Supplemental Trust Deed
is executed, the date on
which outstanding Securities
are to be redeemed pursuantto the Issuer Early Redemption.
Friday, 3 February Expected Settlement Date
2017 (or, if an adjourned Meeting
is required, such amended
date as the Company may,
in its sole discretion, choose
to provide for the Settlement
Date to take place after
such adjourned Meeting on
the same basis as for the
original Meeting) and if
the Extraordinary Resolution
is passed and the Supplemental
Trust Deed is executed, this
will also be the date on
which outstanding Securitiesare to be redeemed pursuant
to the Issuer Early Redemption.
The above dates and times are subject to the right of the Company to extend, re-open, amend, terminate and/or waive any condition of the Offer and/or the Proposal. Securityholders are advised to check with any bank, securities broker or other intermediary through which they hold Securities when such intermediary would require to receive instructions from a Securityholder in order for that Securityholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer or the Proposal before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions and Voting-Only Instructions will be earlier than the relevant deadlines above.
Subject as provided in the Tender Offer and Solicitation Memorandum, the Settlement Date for the Offer and the Proposal may be earlier or later than the above date and could be different. The Company will confirm the final Settlement Date for the Offer and the Proposal at the same time as the announcement(s) of the results of the Offer and the Proposal.
The Company is under no obligation to accept any tender of Securities for purchase pursuant to the Offer. Tenders of Securities for purchase may be rejected in the sole and absolute discretion of the Company for any reason and the Company is under no obligation to Securityholders to furnish any reason or justification for refusing to accept a tender of Securities for purchase. For example, tenders of Securities may be rejected if the Offer is terminated, if any such tender does not in the determination of the Company comply with the requirements of a particular jurisdiction or if the Company decides not to accept any tenders of Securities should theExtraordinary Resolution not be passed or for any other reason.
Unless stated otherwise, announcements in connection with the Offer and the Proposal will be made (i) by publication via RNS and on the website of the Company at www.oldmutual.com and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and by the issue of a press release to a Notifying News Service. Copies of all announcements, notices and press releases can also be obtained from the Tender Agent.
Securityholders are advised to read carefully the Tender Offer and Solicitation Memorandum for full details of and information on the procedures for participating in the Offer and the Proposal.
Requests for information in relation to the Offer or the Proposal should be directed to:
The Dealer Managers
Merrill Lynch International Nedbank Limited, London
2 King Edward Street Branch
London EC1A 1HQ 1st Floor
United Kingdom Millennium Bridge House
Telephone: +44 20 7996 2 Lambeth Hill
5420 London EC4V 4GG
Attention: Liability Telephone: +44 20 7002
Management Group 3420
Email: DG.LM_EMEA@baml.com Attention: Head of Legal
and Head of Compliance
Requests for information in relation to the procedures for tendering Securities and participating in the Offer, and the submission of a Tender Instruction or a Voting-Only Instruction in favour of the Proposal should be directed to:
The Tender Agent
Lucid Issuer Services Limited
12 Argyle Walk
London WC1H 8HA
Telephone: + 44 20 7704 0880
Attention: David Shilson
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January 10, 2017 04:50 ET (09:50 GMT)
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