Old mutual Consolidation & Special Div Circular

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Old mutual Consolidation & Special Div Circular

Text of Old mutual Consolidation & Special Div Circular

  • THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are inany doubt as to the action you should take, you are recommended to seek your own financialadvice immediately from your stockbroker, bank manager, solicitor, accountant or otherindependent financial adviser duly authorised under the Financial Services and Markets Act2000 if you are in the United Kingdom, or from another appropriately authorised independentfinancial adviser if you are in a territory outside the United Kingdom.

    If you have sold or otherwise transferred all of your Ordinary Shares, please forward this document andthe accompanying documents (but not the personalised Proxy Form (or Voting Instruction Form asappropriate)) as soon as possible to the purchaser or transferee or to the bank, stockbroker, CSDP, orother agent through or to whom the sale or transfer was effected, for onward transmission to thepurchaser or transferee. Any person (including, without limitation, custodians, nominees and trustees)who may have a contractual or legal obligation or may otherwise intend to forward this document toany jurisdiction outside the United Kingdom, South Africa, Namibia, Zimbabwe and Malawi should seekappropriate advice before taking any action.

    Old Mutual plc(Incorporated and registered in England and Wales under the Companies Act 1985 with

    registered number 3591559)Proposed Sale of Skandia AB,

    Related Special Dividend and Share Consolidationand

    Notice of General Meeting

    Morgan Stanley & Co. Limited (Morgan Stanley) is acting as financial adviser and sponsor under theUK Listing Rules to Old Mutual plc (Old Mutual) and no one else in connection with the Disposal andwill not be responsible to any person other than Old Mutual for providing the protections afforded to theclients of Morgan Stanley, nor for providing advice in relation to the Disposal, the contents of thisdocument or any transaction, arrangement or other matter referred to in this document.

    Evercore Partners International LLP (Evercore Partners), which is authorised and regulated in theUK by the Financial Services Authority, is acting as financial adviser to Old Mutual and no one else inconnection with the Disposal and will not be responsible to any person other than Old Mutual forproviding the protections afforded to the clients of Evercore Partners, nor for providing advice inrelation to the Disposal, the contents of this document or any transaction, arrangement or other matterreferred to in this document.

    Merrill Lynch International (Bank of America Merrill Lynch) is acting as corporate broker andsponsor under the Johannesburg Stock Exchange listing requirements to Old Mutual, and has providedfinancial advice to Old Mutual and no one else in connection with the Disposal and will not beresponsible to anyone other than Old Mutual for providing the protections afforded to the clientsof Bank of America Merrill Lynch, nor for providing advice in relation to the Disposal, the contents ofthis document or any transaction, arrangement or other matter referred to in this document.

    Deutsche Bank AG, London Branch (Deutsche Bank) is acting as corporate broker and has providedfinancial advice to Old Mutual and no one else in connection with the Disposal and will not beresponsible to any person other than Old Mutual for providing the protections afforded to the clients ofDeutsche Bank, nor for providing advice in relation to the Disposal, the contents of this document orany transaction, arrangement or other matter referred to in this document.

    Save for the responsibilities and liabilities, if any, of Morgan Stanley, Evercore Partners, and DeutscheBank under FSMA or the regulatory regime established thereunder, Morgan Stanley, EvercorePartners, and Deutsche Bank assume no responsibility whatsoever and make no representations orwarranties, express or implied, in relation to the contents of this document, including its accuracy,completeness or verification or for any other statement made or purported to be made by Old Mutual,or on Old Mutuals behalf or by Morgan Stanley, Evercore Partners or Deutsche Bank, or on MorganStanleys, Evercore Partners or Deutsche Banks behalf and nothing contained in this document is, or

  • shall be, relied on as a promise or representation in this respect, whether as to the past or the future, inconnection with Old Mutual or the Disposal. Each of Morgan Stanley, Evercore Partners and DeutscheBank accordingly disclaim to the fullest extent permitted by law all and any responsibility and liabilitywhether arising in tort, contract or otherwise which it might otherwise be found to have in respect of thisdocument or any such statement.

    For a discussion of the risks relating to the Disposal, see the discussion of risks and uncertainties setout in Part II (Risk Factors) of this document.

    This document should be read as a whole. Your attention is drawn to the letter from PatrickOSullivan, the Chairman of Old Mutual, which is set out in Part I (Letter from the Chairman ofOld Mutual plc) of this document in which the Board of Old Mutual recommends that you votein favour of the resolutions to be proposed at the General Meeting referred to below.

    No person has been authorised to give any information or make any representations other than thosecontained in this document and, if given or made, such information or representations must not berelied on as having been so authorised. The delivery of this document shall not, under anycircumstances, create any implication that there has been no change in the affairs of Old Mutual sincethe date of this document or that the information in it is correct as of any subsequent time.

    A notice convening a General Meeting of the Company to be held in the Presentation Suite,2nd Floor, Old Mutual Place, 2 Lambeth Hill, London EC4V 4GG on 14 March 2012 at 11:00 a.m.is set out at the end of this document. A Proxy Form for use at the General Meeting by OrdinaryShareholders other than SA Dematerialised Shareholders, and a Voting Instruction Form foruse at the General Meeting by SA Dematerialised Shareholders, is enclosed. Whether or notyou intend to attend the General Meeting in person, please complete, sign and return theaccompanying Proxy Form (or, in the case of SA Dematerialised Shareholders, the VotingInstruction Form) in accordance with the instructions printed on it as soon as possible but, inany event, so as to be received by the Registrar no later than 11:00 a.m. on 12 March 2012,being 48 hours before the time appointed for the holding of the meeting. If you are a UKDematerialised Shareholder you may appoint a proxy by completing and transmitting a CRESTProxy Instruction in accordance with the procedures set out in the CREST Manual so that it isreceived by the UK Registrar (under CREST participant ID 3RA50) by no later than 11:00 a.m. on12 March 2012. The time of receipt will be taken to be the time from which the UK Registrar isable to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

    Completion and posting of the Proxy Form (or, in the case of SA Dematerialised Shareholders,the Voting Instruction Form) or completing and transmitting a CREST Proxy Instruction will notprevent you from attending and voting in person at the General Meeting if you wish to do so.

    This document contains forward-looking statements relating to the Group, the Retained Group, theSkandia AB Group, and the Disposal. Statements containing the words intends, expects andoutlook and words of similar meaning are forward-looking. By their nature, all forward-lookingstatements are subject to assumptions, risks and uncertainties. Although Old Mutual believes that theexpectations reflected in these forward-looking statements are reasonable, there can be no assurancethat these expectations will prove to have been correct. Because these statements involve risks anduncertainties, actual results may differ materially from those expressed or implied by those forward-looking statements. Each forward-looking statement speaks only as of the date of this document. OldMutual does not undertake any obligation publicly to update or revise any forward-looking statement asa result of new information, future events or other information, although such forward-lookingstatements will be publicly updated if required by the Listing Rules, the rules of the London StockExchange or by law.

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  • CONTENTS

    PageEXPECTED TIMETABLE OF PRINCIPAL EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4PART I LETTER FROM THE CHAIRMAN OF OLD MUTUAL PLC . . . . . . . . . . . . . . . . . . . . . . . . . 5PART II RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17PART III PRINCIPAL TERMS OF THE PROPOSED DISPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 19PART IV FINANCIAL INFORMATION FOR THE SKANDIA AB GROUP . . . . . . . . . . . . . . . . . . . . . 22PART V UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE GROUP . . . . . . . . 26PART VI FURTHER INFORMATION ON THE SPECIAL DIVIDEND AND THE RELATEDSHARE CONSOLIDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

    PART VII UNITED KINGDOM TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34PART VIII SOUTH AFRICAN TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36PART IX NAMIBIAN TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38PART X ZIMBABWEAN TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39PART XI MALAWIAN TAXATION . . . . . . . . . . . . . . . . . . . . . . .