TIDMOMU
RNS Number : 2651Q
Old Mutual Limited
26 October 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 24/21
26 October 2021
FINALISATION ANNOUNCEMENT: UNBUNDLING BY OLD MUTUAL OF A PORTION
OF ITS SHAREHOLDING IN NEDBANK GROUP LIMITED
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.
The definitions commencing on page 26 of this announcement apply
to this entire announcement, except where otherwise indicated.
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. INTRODUCTION
Old Mutual Shareholders are referred to the unbundling
announcement published on Wednesday, 23 June 2021 ("Unbundling
Announcement") regarding the unbundling of 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 25 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").
Old Mutual is pleased to announce that all the regulatory
approvals required to implement the Unbundling have been obtained
and that the Unbundling will be implemented in accordance with the
timetable set out in this announcement.
Each Old Mutual Shareholder will receive Nedbank Shares (which
are listed on the Johannesburg Stock Exchange and the Namibian
Stock Exchange) in the ratio illustrated below:
For every => 1.31954
100 Old Mutual Nedbank
Shares Shares
The Unbundling will be implemented in accordance with the
provisions of Old Mutual's memorandum of incorporation.
2. SALIENT DATES AND TIMES
The Unbundling will take place at 9:00 a.m. (SA time) on Monday,
8 November 2021. Set out below are the indicative dates and times
(South African standard time unless otherwise stated) applicable to
the Unbundling.
Event Date and time (2021)
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Last day for transfers of Old Mutual Shares between the SA Register, UK Register, Namibian Tuesday, 26 October
Register, Malawian Register and Zimbabwean Register in order to participate in the Unbundling
Last day to trade Old Mutual Shares on the SA Register, Namibian Register, Malawian Register Tuesday, 2 November
and Zimbabwean Register in order to participate in the Unbundling
Last day to trade Old Mutual Shares on the UK Register or in Old Mutual DIs in order to Wednesday, 3 November
participate
in the Unbundling
Old Mutual Shares trade "ex" entitlement on the SA Register, Malawian Register, Namibian Wednesday, 3 November
Register
and Zimbabwean Register in order to receive the Unbundled Nedbank Shares
Old Mutual Shares on the UK Register and Old Mutual DIs trade "ex" entitlement to receive Thursday, 4 November
the Unbundled Nedbank Shares
Announcement regarding the value to be utilised in determining the cash payment due in respect
of any fractional entitlements published at 11.00 a.m. on Thursday, 4 November
Record Time, 8.00 p.m. on
Friday, 5 November
Transfers of Old Mutual Shares between Registers opened at the commencement of trade at 09.00
a.m. on Monday, 8 November
Unbundling implemented at 09.00 a.m. on (Distribution Date)
Monday, 8 November
Old Mutual Shareholders' accounts at CSDP or broker updated and credited on Monday, 8 November
Share certificates in respect of Unbundled Nedbank Shares despatched in South Africa on Thursday, 11 November
---------------------------------------------------------------------------------------------- ----------------------
Notes:
1. Old Mutual Shareholders should anticipate their holdings of
Old Mutual Shares and Old Mutual DIs at the Record Time by taking
into account all unsettled trades concluded on or before the last
day to trade which are due to be settled on or before the Record
Time.
2. Share certificates in respect of Old Mutual Shares held on
the SA Register may not be Dematerialised or rematerialized between
Wednesday, 3 November 2021 and Friday, 5 November 2021, both days
inclusive.
3. FRACTIONAL ENTITLEMENTS, CASH PROCEEDS AND APPLICABLE RATE
3.1. As required by the JSE Listings Requirements, fractional
entitlements to Unbundled Nedbank Shares will be rounded down to
the nearest whole number and the aggregated fractions of the
Unbundled Nedbank Shares to which an Old Mutual Shareholder would
otherwise be entitled will not be transferred to them, but will
instead be sold in the market as soon as practicable after the
Unbundling.
3.2. Old Mutual Shareholders will accordingly receive monetary
compensation in respect of their fractional entitlements to
Unbundled Nedbank Shares. In accordance with the JSE Listings
Requirements, this amount will be determined with reference to the
volume weighted average price in Rand of a Nedbank Share traded on
the Johannesburg Stock Exchange on Wednesday, 3 November 2021,
being the first trading day in Old Mutual Shares on the SA Register
after the last day to trade on Tuesday, 2 November 2021, reduced by
10% ("Cash Proceeds").
3.3. The Cash Proceeds will be paid: (i) by Old Mutual to the
relevant registered Certificated Shareholders; and (ii) by a
nominee or CSDP to the relevant Old Mutual Shareholders that hold
their Old Mutual Shares in Uncertificated Form within a nominee
account or within a CSDP.
3.4. Old Mutual Shareholders on the Namibian Register, Malawian
Register, UK Register and the Zimbabwean Register will be paid the
local currency cash equivalents of the Cash Proceeds. The Cash
Proceeds will be converted to local currency at the effective rate
quoted by Old Mutual on or before the date upon which payment of
the Cash Proceeds is made ("Applicable Rate").
3.5. The basis for the Cash Proceeds and the Applicable Rate
will be announced by Old Mutual on SENS, the RNS and the news
services of the Malawi Stock Exchange, the Namibian Stock Exchange
and the Zimbabwe Stock Exchange on Thursday, 4 November 2021).
4. EXCHANGE CONTROL
This summary is based on the laws as in force and as applied in
practice as at the date of this announcement and is subject to
changes to those laws and practices subsequent to such date.
The following summary of the Exchange Control Regulations does
not constitute advice, is intended as a guide only and is not a
comprehensive statement of the Exchange Control Regulations. Old
Mutual Shareholders who have any queries regarding the Exchange
Control Regulations should contact their own professional advisers
without delay.
The concept of "emigration" as recognised by the Financial
Surveillance Department of the South African Reserve Bank ("SARB")
is being phased out with effect from 1 March 2021 and is replaced
by a verification process. Exchange Control Circular 6/2021 dated
26 February 2021 and Circular 8/2021 dated 21 May 2021 set out the
changes in relation to emigrants and changes to the Currency and
Exchanges Manual for Authorised Dealers ("AD Manual") with effect
from 1 March 2021.
Until 28 February 2021, the Exchange Control Regulations read
with the AD Manual distinguished between residents, non-residents
and emigrants. As of 1 March 2021, under the new framework, natural
person residents and natural person emigrants are treated
identically. To ensure a smooth transition from the old framework
to the new framework, natural persons who applied to be emigrants
under the old framework, by obtaining a MP336(b) form that was
attested by an authorised Dealer on or before 28 February 2021,
will be dealt with in terms of the exchange control procedures
relating to emigration for exchange control purposes prior to 1
March 2021 provided their emigration applications were approved on
or before 28 February 2021.
For the purposes of the Exchange Control Regulations:
-- a resident means any person, being a natural person or a
legal entity, who has taken up permanent residence, is domiciled or
registered in South Africa;
-- a non-resident is a person, being a natural person or a legal
entity, whose normal place of residence, domicile or registration
is outside the Common Monetary Area; and
-- an emigrant means a South African resident who has left South
Africa to take up permanent residence or has been granted permanent
residence in any country outside of the Common Monetary Area. For
purposes of the Exchange Control Regulations read with the AD
Manual, a South African resident will only be regarded as an
emigrant if he placed his emigration on record with the SARB under
the exchange control policy which applied up to 28 February
2021.
Old Mutual Shareholders who are uncertain as to whether they are
residents or non-residents or South African non-tax residents
(emigrants) for purposes of the Exchange Control Regulations read
with the AD Manual, are advised to approach their relevant
authorised Dealer to request confirmation.
4.1. Emigrants from the Common Monetary Area consisting of South
Africa, Namibia and the Kingdoms of Lesotho and eSwatini
("CMA")
Any share certificates that may be issued by Nedbank to
emigrants from the CMA will be endorsed "non- resident" in
accordance with the Exchange Control Regulations.
Uncertificated Unbundled Nedbank Shares will be credited
directly to an Old Mutual Shareholder's emigrant share account at
the CSDP or broker controlling its remaining portfolios and an
appropriate electronic entry will be made in the relevant register
reflecting a "non-resident" endorsement. The CSDP or broker will
ensure that the emigrant adheres to the Exchange Control
Regulations.
Any Unbundled Nedbank Shares issued in certificated form, cash
dividends and Cash Proceeds based on an emigrant's Unbundled
Nedbank Shares controlled in terms of the Exchange Control
Regulations will be forwarded to the authorised dealer in foreign
exchange controlling their assets. Elections by emigrants must be
made through the authorised dealer in foreign exchange controlling
their assets.
4.2. Residents outside of the CMA
Any share certificates that may be issued by Nedbank to
non-residents of the CMA will be endorsed "non- resident" in
accordance with the Exchange Control Regulations.
Uncertificated Unbundled Nedbank Shares will be credited
directly to an Old Mutual Shareholder's non-resident share account
at the CSDP or broker controlling its portfolios and an appropriate
electronic entry will be made in the relevant register reflecting a
"non-resident" endorsement. The CSDP or broker will ensure that the
non- resident adheres to the Exchange Control Regulations.
Cash dividends and Cash Proceeds due to non-residents are freely
transferable from South Africa, subject to being converted into a
currency other than Rand or paid for the credit of a non-resident
Rand account.
4.3. Overseas Old Mutual Shareholders
This following summary describes the restrictions applicable to
Old Mutual Shareholders who have registered addresses outside South
Africa, the United Kingdom, Malawi, Namibia and Zimbabwe, who are
nationals, citizens or residents of countries other than South
Africa, the United Kingdom, Malawi, Namibia and Zimbabwe ("Overseas
Old Mutual Shareholders"), or who are persons (including, without
limitation, custodians, nominees and trustees) who have a
contractual or legal obligation to forward this announcement to a
jurisdiction outside South Africa, the United Kingdom, Malawi,
Namibia and Zimbabwe or who hold Old Mutual Shares for the account
or benefit of any such Overseas Old Mutual Shareholder.
The distribution of the Unbundled Nedbank Shares to Overseas Old
Mutual Shareholders in terms of the Unbundling may be affected by
the laws of such Overseas Old Mutual Shareholders' relevant
jurisdiction. Overseas Old Mutual Shareholders should consult their
professional advisers as to whether they require any governmental
or other consent or need to observe any other formalities to enable
them to take up their entitlements with respect to the Unbundled
Nedbank Shares.
It is the responsibility of any Overseas Old Mutual Shareholder
(including, without limitation, nominees, agents and trustees for
such persons) being notified by this announcement of the Unbundling
and wishing to take up their entitlement to Unbundled Nedbank
Shares to satisfy themselves as to the full observance of the
applicable laws of any relevant territory, including obtaining any
requisite governmental or other consents, observing any other
requisite formalities and paying any issue, transfer or other taxes
due in such territories.
Overseas Old Mutual Shareholders are obliged to observe the
applicable legal requirements of their relevant jurisdictions.
4.4. Restricted Overseas Old Mutual Shareholders
A restricted Overseas Old Mutual Shareholder includes any
Overseas Old Mutual Shareholder who is unable to receive any of the
Unbundled Nedbank Shares to be distributed to him/her/it because of
the laws of the jurisdiction of residence, establishment,
incorporation or otherwise of that Overseas Old Mutual Shareholder,
or any Overseas Old Mutual Shareholder that Old Mutual is not
permitted to transfer any of the Unbundled Nedbank Shares to
because of the laws of the jurisdiction of residence,
establishment, incorporation or otherwise of that Overseas Old
Mutual Shareholder ("Restricted Overseas Old Mutual Shareholder").
The Unbundled Nedbank Shares to which Restricted Overseas Old
Mutual Shareholders would be entitled in terms of the Unbundling
will be aggregated and sold on the Johannesburg Stock Exchange in
an orderly manner by the SA Registrar on behalf of and for the
benefit of Restricted Overseas Old Mutual Shareholders as soon as
is reasonably practical after the implementation of the Unbundling
at the best price that can reasonably be obtained at the time of
sale.
CSDPs will be responsible for informing the SA Registrar of all
Uncertificated Old Mutual Shares held by them on behalf of such
Restricted Overseas Old Mutual Shareholders.
Restricted Overseas Old Mutual Shareholders will, in respect of
their entitlement to the Unbundled Nedbank Shares, receive the
average consideration per Unbundled Nedbank Share in Rand (net of
currency conversion costs), to be converted at the relevant spot
rate on the date of payment of such consideration to the relevant
Overseas Old Mutual Shareholders, received by the SA Registrar
pursuant to the sale process as set out in this paragraph 4.4. The
average consideration per Unbundled Nedbank Share due to each
Restricted Overseas Old Mutual Shareholder will only be paid once
all such Unbundled Nedbank Shares have been sold.
4.5. United States of America ("US" or "United States")
4.5.1. Notice to US Investors
4.5.1.1. This announcement is not an offer of securities for
sale in the United States. The Unbundled Nedbank Shares have not
been and will not be registered under the US Securities Act of 1933
("US Securities Act"), or with any securities regulatory authority
of any state or other jurisdiction in the United States and may not
be offered, sold, exercised, transferred or delivered, directly or
indirectly, in or into the United States at any time except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act and
applicable state and other securities laws of the United States.
The Unbundled Nedbank Shares will be issued in the United States
only to qualified institutional buyers ("QIBs") as defined in Rule
144A under the US Securities Act in reliance on exemptions from
registration under the US Securities Act.
4.5.1.2. Accordingly, the Unbundled Nedbank Shares will be
delivered to Old Mutual Shareholders with a registered address in
the United States ("US Old Mutual Shareholders") only if such US
Old Mutual Shareholders have demonstrated to their relevant CSDP,
broker, custodian or nominee (as applicable) that they are QIBs and
agree to certain transfer restrictions applicable to the Unbundled
Nedbank Shares delivered to QIBs. Each US Old Mutual Shareholder
that wishes to receive Unbundled Nedbank Shares in terms of the
Unbundling will be required to execute an investor letter in a form
to be provided by (i) Old Mutual to Strate for distribution by
Strate to all CSDPs and (ii) the SA Registrar to all US Old Mutual
Shareholders holding Old Mutual Shares in Certificated Form on the
Register ("US Investor Letter"). The US Investor Letter must be
returned by the Record Time to Old Mutual directly either by email
to the following email address: omlgroupsecretariat@oldmutual.com ,
or by courier to Mutualpark, Jan Smuts Drive, Pinelands, Cape Town,
Western Cape, South Africa marked for the attention of Ms. E
Kirsten (Company Secretary), with a copy to the relevant CSDP,
broker, custodian or nominee in the case of Uncertificated Old
Mutual Shareholders and the SA Registrar (to the following e-mail
address: qibs@jseinvestorservices.co.za ) in the case of Old Mutual
Shareholders that hold their Old Mutual Shares in Certificated Form
on the SA Register, the Malawian Register, the Namibian Register
and the Zimbabwean Register or to the UK Registrar (to the
following email address: offer@equiniti.com) in the case of the UK
Register or Old Mutual DIs.
4.5.1.3. Any US Old Mutual Shareholder that is not a QIB or does
not deliver a US Investor Letter will be deemed to be an "Excluded
US Old Mutual Shareholder" and shall be treated as set out under
paragraph 4.4 above.
4.5.1.4. The Unbundled Nedbank Shares delivered to QIBs will be
"restricted securities" within the meaning of Rule 144(a)(3) under
the US Securities Act and no representation is made as to the
availability of the exemption provided by Rule 144 under the US
Securities Act ("Rule 144") for resale of any Unbundled Nedbank
Shares. For so long as the Unbundled Nedbank Shares are restricted
securities, such Unbundled Nedbank Shares or any economic interest
therein may be offered, sold, pledged or otherwise transferred
only: (i) to a person whom the beneficial owner and/or any person
acting on its behalf reasonably believes is a QIB in a transaction
meeting the requirements of Rule 144A; (ii) in accordance with Rule
144 (if available); (iii) in accordance with another applicable
exemption from the registration requirements of the US Securities
Act; or (iv) in an offshore transaction complying with the
provisions of Regulation S under the US Securities Act (including,
for the avoidance of doubt, a bona fide sale on the Johannesburg
Stock Exchange), in each case, in accordance with any applicable
securities laws of any state of the United States or any other
jurisdiction.
4.5.1.5. The Unbundled Nedbank Shares have not been and will not
be listed on a US securities exchange or quoted on any inter-dealer
quotation system in the United States. Neither Old Mutual nor
Nedbank intends to take any action to facilitate a market in the
Unbundled Nedbank Shares in the United States. Consequently, it is
unlikely that an active trading market in the United States will
develop for the Unbundled Nedbank Shares.
4.5.1.6. The Unbundled Nedbank Shares have not been approved or
disapproved by the United States Securities and Exchange
Commission, any state securities commission in the United States or
any other regulatory authority in the United States, nor have any
of the foregoing authorities passed comment upon, or endorsed the
merit of, the Unbundling or the accuracy or the adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
4.5.1.7. US Old Mutual Shareholders should consult their own
legal and tax advisers with respect to the legal and tax
consequences of the Unbundling in their particular
circumstances.
4.5.2. Notice to CSDPs, brokers, custodians and nominees holding
Old Mutual Shares on behalf of US Old Mutual Shareholders
Each US Old Mutual Shareholder that wishes to receive Unbundled
Nedbank Shares will be required to execute a US Investor Letter in
a form to be provided by (i) Old Mutual to Strate for distribution
by Strate to all CSDPs and (ii) the SA Registrar to all US Old
Mutual Shareholders holding Old Mutual Shares in Certificated Form
on the Register, and must deliver such letter by the Record Time to
Old Mutual directly either by email to the following email address:
omlgroupsecretariat@oldmutual.com, or by courier to Mutualpark, Jan
Smuts Drive, Pinelands, Cape Town, Western Cape, South Africa
marked for the attention of Ms. E Kirsten (Company Secretary), with
a copy to the relevant CSDP, broker, custodian or nominee (as
applicable) in the case of Uncertificated Old Mutual Shareholders
and the SA Registrar (to the following e-mail address:
qibs@jseinvestorservices.co.za ) in the case of Old Mutual
Shareholders that hold their Old Mutual Shares in Certificated Form
on the SA Register, the Malawian Register, the Namibian Register
and the Zimbabwean Register or to the UK Registrar (to the
following email address: offer@equiniti.com) in the case of the UK
Register or Old Mutual DIs. Any US Old Mutual Shareholder that does
not deliver a valid US Investor Letter will be deemed to be an
Excluded US Old Mutual Shareholder.
4.6. Other Jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than South Africa, the United Kingdom, Malawi,
Namibia and Zimbabwe may be restricted by law and therefore persons
in whose possession any of this announcement comes should inform
themselves about, and observe, any such applicable restrictions or
requirements. Any failure to comply with such restrictions or
requirements may constitute a violation of the securities laws and
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, Old Mutual and its advisers disclaim
any responsibility or liability for the violation of such
restrictions or requirements by any person. This announcement has
been prepared for the purposes of complying with the JSE Listings
Requirements, the FCA Rules, the Malawi Stock Exchange Listings
Requirements, the Namibian Stock Exchange Listings Requirements and
the Zimbabwe Stock Exchange Listings Requirements and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws and regulations of any jurisdiction outside of those
outlined above.
5. TRADING AND SETTLEMENT
5.1. Entitlement to receive Unbundled Nedbank Shares
5.1.1. Record Time
5.1.1.1. Eligible Old Mutual Shareholders registered on the
applicable Register, or who are holders of Old Mutual DIs, as at
the Record Time will receive Unbundled Nedbank Shares (or a
beneficial entitlement to Unbundled Nedbank Shares) (as the case
may be). Please see paragraph 5.1.3 below for details of how
dealings in Old Mutual Shares prior to the Record Time will be
treated.
5.1.1.2. The way in which Old Mutual Shareholders will receive
Unbundled Nedbank Shares (or a beneficial entitlement thereto) will
depend on how their Old Mutual Shares are held on the applicable
Register as at the Record Time. These settlement arrangements are
summarised in paragraph 5.2 below.
5.1.1.3. The Record Time applies to all Old Mutual Shares
regardless of the applicable Register on which they are held.
5.1.2. Overseas Old Mutual Shareholders
5.1.2.1. If, in respect of any Overseas Old Mutual Shareholder,
Old Mutual is advised that the distribution of Unbundled Nedbank
Shares would or may infringe the laws of any jurisdiction outside
South Africa, Malawi, Namibia, the United Kingdom or Zimbabwe, or
would or may require Old Mutual or Nedbank to comply with any
governmental or other consent or any registration, filing or other
formality with which Old Mutual or Nedbank is unable to comply or
compliance with which Old Mutual or Nedbank regards as unduly
onerous, then Old Mutual shall deliver the relevant Unbundled
Nedbank Shares to the SA Nominee, who shall receive the Unbundled
Nedbank Shares on behalf of the relevant Overseas Old Mutual
Shareholders.
5.1.2.2. All Unbundled Nedbank Shares to which the restriction
in paragraph 5.1.2.1 applies that are transferred to the SA Nominee
shall be sold in the market as soon as practicable following the
Distribution Date. Any such sale/s shall be carried out at the best
price which can reasonably be obtained at the time of sale and the
net proceeds of such sale/s (after the deduction of all expenses
and commissions incurred in connection with such sale) shall be
paid to the relevant Overseas Old Mutual Shareholder by the SA
Nominee by way of electronic funds transfer to the extent that the
SA Nominee has, or is provided with, bank account details for such
Overseas Old Mutual Shareholder. Old Mutual Shareholders on the
Namibian Register, Malawian Register, UK Register and the
Zimbabwean Register will be paid the local currency cash
equivalents of such net proceeds, which will be converted to local
currency at the relevant spot rate on the day upon which such net
proceeds are paid to the relevant Old Mutual Shareholders. The SA
Nominee shall further send to each such Overseas Old Mutual
Shareholder a statement of account reflecting the number of
Unbundled Nedbank Shares sold, the price achieved in respect of
such sale and the amount of all expenses and commissions incurred
in connection with such sale.
5.1.2.3. The payment to any Overseas Old Mutual Shareholders of
the proceeds from the sale of Unbundled Nedbank Shares in
accordance with paragraph 5.1.2.2 will be in full and final
satisfaction of the rights of such Overseas Old Mutual Shareholders
to receive the relevant Unbundled Nedbank Shares.
5.1.3. Dealings in Old Mutual Shares as at the Record Time
5.1.3.1. For the purposes of determining which Old Mutual
Shareholders are eligible to receive Unbundled Nedbank Shares,
dealings in Old Mutual Shares will be recognised only if:
5.1.3.1.1. in the case of Old Mutual Shareholders registered on
the SA Register whose Old Mutual Shares are held in Uncertificated
Form through the Strate System, the transferee is registered on the
Uncertificated section of the SA Register as the holder of the
beneficial entitlement to the relevant Old Mutual Shares as at the
Record Time;
5.1.3.1.2. in the case of Old Mutual Shareholders who hold a
beneficial entitlement to Old Mutual Shares that are registered in
the name of (i) the OMSAN Nominee on the OMSAN Nominee Register,
(ii) the OMBN Nominee on the OMBN Nominee Register or (iii) the
OMNAN Nominee on the OMNAN Nominee Register (as applicable), the
transferee is registered on the OMSAN Nominee Register, the OMBN
Nominee Register or the OMNAN Nominee Register (as the case may be)
as the holder of the beneficial entitlement to the relevant Old
Mutual Shares as at the Record Time;
5.1.3.1.3. in the case of Old Mutual DIs held through the UK
Register in Uncertificated Form in CREST, the holder of the Old
Mutual DI is registered with the UK Registrar as the holder of the
relevant Old Mutual DIs on the UK Register as at the Record Time.
In the event that there are dealings effected and instructions
inputted for settlement through CREST prior to the last day for
dealings on the London Stock Exchange where an entitlement to Old
Mutual DIs has not been settled by the Record Time, a corporate
action event will arise in CREST to notify the parties of the
market claim that the selling party will become credited with
Unbundled Nedbank Shares held through the SA Nominee, in order to
assist those who are party to open transactions;
5.1.3.1.4. in the case of Old Mutual Shareholders who hold a
beneficial entitlement to Old Mutual Shares that are registered in
the name of a Zimbabwean Nominee on the relevant Zimbabwean Nominee
Register, the transferee is registered on the applicable Zimbabwean
Nominee Register as the holder of the beneficial entitlement to the
relevant Old Mutual Shares as at the Record Time;
5.1.3.1.5. in the case of Old Mutual Shareholders registered on
the SA Register, the Malawian Register, the Namibian Register, the
UK Register or the Zimbabwean Register whose Old Mutual Shares are
held in Certificated Form, registrable transmission applications or
instruments of transfer (as applicable) in respect of those Old
Mutual Shares are received by the relevant Registrar before the
Record Time with sufficient time to allow for registration of the
transferee by the Record Time; and
5.1.3.1.6. in the case of Old Mutual Shareholders registered on
the Malawian Register whose Old Mutual Shares are held in
Uncertificated Form through the Centralised Securities Depository
(CSD), the transferee is registered in the CSD as the holder of the
beneficial entitlement to the relevant Old Mutual Shares as at the
Record Time.
5.1.3.2. Based on the timetable as set out in paragraph 2 of
this announcement, in order for transferees to be registered in
accordance with the timings listed above (and noting certain
trading and settlement requirements in South Africa, Malawi,
Namibia, the United Kingdom and Zimbabwe), the last day of dealings
in Old Mutual Shares is expected to be Tuesday, 2 November 2021 on
the Johannesburg Stock Exchange, the Malawi Stock Exchange, the
Namibian Stock Exchange and the Zimbabwe Stock Exchange and
Wednesday, 3 November 2021 on the London Stock Exchange, though
depending on individual circumstances, the local requirements of
brokers in the relevant jurisdictions and other potential delays in
processing a trade, dealings may need to be made earlier than these
dates in order for transfers of Old Mutual Shares or beneficial
entitlements to Old Mutual Shares to be registered in accordance
with the timings above.
5.1.3.3. Similarly, Old Mutual will not recognise any transfer
or transmission application in respect of Old Mutual Shares or Old
Mutual DIs received after Tuesday, 26 October 2021 in respect of
either:
5.1.3.3.1. requests for transfers of Old Mutual Shares between
the SA Register, the Malawian Register, the Namibian Register, the
UK Register (other than through CREST), and the Zimbabwean
Register; and
5.1.3.3.2. transfers of Old Mutual Shares completed on the UK
Register or in respect of Old Mutual DIs in CREST.
5.2. Summary of the methods of receipt of Unbundled Nedbank Shares
5.2.1. The way in which Old Mutual Shareholders will receive
their Unbundled Nedbank Shares (or beneficial entitlement thereto)
will depend on how they hold their Old Mutual Shares on the
applicable Register as at the Record Time, as summarised below.
Further details are set out in paragraphs 5.3 and 5.4 below.
5.2.2. It is the responsibility of Old Mutual Shareholders to
satisfy themselves as to the full observance of applicable laws and
regulatory requirements, including the obtaining of any
governmental, exchange control or other consents that may be
required in order for them, their nominee, custodian or trustee, as
applicable, to receive and hold the Unbundled Nedbank Shares (or a
beneficial entitlement thereto) as set out below.
MANNER IN WHICH OLD MUTUAL SHARES OR MANNER IN WHICH UNBUNDLED NEDBANK FORM OF CONFIRMATION
OLD MUTUAL DIs (AS APPLICABLE) ARE SHARES (OR A BENEFICIAL ENTITLEMENT TO
HELD AS AT THE RECORD UNBUNDLED NEDBANK
TIME SHARES) WILL BE RECEIVED
SOUTH AFRICA
On the SA Register in Certificated On the Nedbank SA Register in Nedbank share certificates are
Form Certificated Form expected to be despatched following
the Distribution Date,
at the Old Mutual Shareholder's
risk, on Thursday, 11 November 2021
---------------------------------------- -------------------------------------
On the SA Register in Uncertificated A beneficial entitlement to Unbundled The relevant CSDP or broker account
Form Nedbank Shares that is recorded on the will be credited on the Distribution
Nedbank SA Register Date (Monday, 8
in Uncertificated Form and credited to November 2021)
the same CSDP or broker account in
which the holder's
Old Mutual Shares are currently held
---------------------------------------- -------------------------------------
On the OMSAN Nominee Register of A beneficial entitlement to the The SA Nominee Register will be
beneficial entitlements Unbundled Nedbank Shares that is credited with the beneficial
recorded on the SA Nominee entitlements to Unbundled Nedbank
Register and the holder will become an Shares on the Distribution Date
SA Nominee Participant in respect of (Monday, 8 November 2021)
such Unbundled
Nedbank Shares
---------------------------------------- -------------------------------------
NAMIBIA
On the Namibian Register in On the Nedbank Namibian Register in Written holding confirmations are
Certificated Form Certificated Form expected to be despatched following
the Distribution Date
on Thursday, 11 November 2021
---------------------------------------- -------------------------------------
On the OMNAN Nominee Register of A beneficial entitlement to the The SA Nominee Register will be
beneficial entitlements Unbundled Nedbank Shares that is credited with the beneficial
recorded on the SA Nominee entitlements to Unbundled Nedbank
Register and the holder will become an Shares on the Distribution Date
SA Nominee Participant in respect of (Monday, 8 November 2021)
such Unbundled
Nedbank Shares
---------------------------------------- -------------------------------------
MALAWI
On the Malawian Register in A beneficial entitlement to the The Malawian Nominee Register will
Certificated Form Unbundled Nedbank Shares that is be credited with the beneficial
recorded on the Malawian entitlements to Unbundled
Nominee Register and the holder will Nedbank Shares on the Distribution
become a Malawian Nominee Participant Date (Monday, 8 November 2021)
in respect of such
Unbundled Nedbank Shares
---------------------------------------- -------------------------------------
On the Malawian Register in A beneficial entitlement to the The Malawian Nominee Register will
Uncertificated Form Unbundled Nedbank Shares that is be credited with the beneficial
recorded on the Malawian entitlements to Unbundled
Nominee Register and the holder will Nedbank Shares on the Distribution
become a Malawian Nominee Participant Date (Monday, 8 November 2021)
in respect of such
Unbundled Nedbank Shares
---------------------------------------- -------------------------------------
On the OMBN Nominee Register of A beneficial entitlement to the The Malawian Nominee Register will
beneficial entitlements Unbundled Nedbank Shares that is be credited with the beneficial
recorded on the Malawian entitlements to Unbundled
Nominee Register and the holder will Nedbank Shares on the Distribution
become a Malawian Nominee Participant Date (Monday, 8 November 2021)
in respect of such
Unbundled Nedbank Shares
---------------------------------------- -------------------------------------
UNITED KINGDOM
On the UK Register in Certificated A beneficial entitlement to the The SA Nominee Register will be
Form Unbundled Nedbank Shares that is credited with the beneficial
recorded on the SA Nominee entitlements to Unbundled Nedbank
Register and the holder will become an Shares on the Distribution Date
SA Nominee Participant in respect of (Monday, 8 November 2021)
such Unbundled
Nedbank Shares
---------------------------------------- -------------------------------------
As Old Mutual DIs in Uncertificated A beneficial entitlement to the The SA Nominee Register will be
Form through CREST via the UK Unbundled Nedbank Shares that is credited with the beneficial
Register recorded on the SA Nominee entitlements to Unbundled Nedbank
Register and the holder will become an Shares on the Distribution Date
SA Nominee Participant in respect of (Monday, 8 November 2021)
such Unbundled
Nedbank Shares
---------------------------------------- -------------------------------------
ZIMBABWE
On the Zimbabwean Register in A beneficial entitlement to The Corpserve Nominee Register will be
Certificated Form Unbundled Nedbank Shares that is credited with the beneficial
recorded on the Corpserve Nominee entitlements to Unbundled
Register and the holder will become Nedbank Shares on the Distribution
a Corpserve Nominee Participant in Date (Monday, 8 November 2021)
respect of such Unbundled
Nedbank Shares
------------------------------------ ---------------------------------------
On a Zimbabwean Nominee Register A beneficial entitlement to The Corpserve Nominee Register will be
(maintained by either the Corpserve Unbundled Nedbank Shares that is credited with the beneficial
Nominee (i.e. Old Mutual recorded on the Corpserve Nominee entitlements to Unbundled
Shares held in Uncertificated Form) or Register and the holder will become Nedbank Shares on the Distribution
the OMZN Nominee) of beneficial a Corpserve Nominee Participant in Date (Monday, 8 November 2021)
entitlements respect of such Unbundled
Nedbank Shares
------------------------------------ ---------------------------------------
5.3. Explanation of settlement arrangements and trading in
respect of the Unbundled Nedbank Shares
5.3.1. Settlement arrangements and trading of Unbundled Nedbank
Shares on the Johannesburg Stock Exchange
5.3.1.1. Settlement arrangements for Unbundled Nedbank Shares in
respect of Old Mutual Shareholders who hold their Old Mutual Shares
on the SA Register in Uncertificated Form (that is, in the Strate
System), where such Unbundled Nedbank Shares will be traded on the
Johannesburg Stock Exchange
5.3.1.1.1. In the case of Old Mutual Shareholders who hold their
Old Mutual Shares on the SA Register in Uncertificated Form as at
the Record Time, the Unbundled Nedbank Shares to which they are
entitled will be Dematerialised and delivered to them in
Uncertificated Form.
5.3.1.1.2. Old Mutual will procure that the SA Registrar is
instructed to make the appropriate arrangements to credit the
applicable Old Mutual Shareholders' CSDP accounts (or that of their
nominee, where applicable) with the entitlement to the relevant
Unbundled Nedbank Shares with effect from the Distribution
Date.
5.3.1.1.3. Settlement of transactions in Unbundled Nedbank
Shares on the Johannesburg Stock Exchange may only take place in
Uncertificated Form within the Strate System.
5.3.1.1.4. Old Mutual Shareholders whose Old Mutual Shares are
held in Uncertificated Form are required to maintain an account
with a CSDP or broker, and should instruct their CSDP or broker
regarding voting and other matters in respect of their Unbundled
Nedbank Shares in accordance with the mandate entered into between
the beneficial holder and their CSDP or broker. If Old Mutual
Shareholders wish to attend a Nedbank shareholders' meeting in
person, they will need to request a letter of representation from
their CSDP or broker or appointed nominee in accordance with the
terms of the mandate entered into between them and their CSDP,
broker or nominee. Old Mutual Shareholders can contact their CSDP,
broker or nominee for further information in this regard.
5.3.1.2. Settlement arrangements for Unbundled Nedbank Shares in
respect of Old Mutual Shareholders who hold their Old Mutual Shares
on the SA Register in Certificated Form, where such Unbundled
Nedbank Shares will be traded on the Johannesburg Stock
Exchange
5.3.1.2.1. In the case of Old Mutual Shareholders who hold their
Old Mutual Shares on the SA Register in Certificated Form as at the
Record Time, the Unbundled Nedbank Shares to which they are
entitled will be delivered to them in Certificated Form.
5.3.1.2.2. Share certificates for the Unbundled Nedbank Shares
are expected to be despatched following the Distribution Date on
Thursday, 11 November 2021. Pending the despatch of share
certificates for Unbundled Nedbank Shares, transfers of Unbundled
Nedbank Shares by Old Mutual Shareholders held in Certificated Form
will be certified against the Nedbank SA Register. Temporary
documents of title will not be issued in respect of the Unbundled
Nedbank Shares.
5.3.1.2.3. Settlement of transactions in Unbundled Nedbank
Shares on the Johannesburg Stock Exchange may only take place in
Uncertificated Form within the Strate System. Accordingly, Old
Mutual Shareholders who hold their Unbundled Nedbank Shares in
Certificated Form and who wish to trade in such Unbundled Nedbank
Shares on the Johannesburg Stock Exchange will be required to have
their registered holding of Unbundled Nedbank Shares Dematerialised
such that they are held through a CSDP or broker in Uncertificated
Form.
5.3.1.3. Settlement arrangements for Unbundled Nedbank Shares in
respect of Old Mutual Shareholders who hold a beneficial
entitlement to Old Mutual Shares on the OMSAN Nominee Register,
where such Unbundled Nedbank Shares will be traded on the
Johannesburg Stock Exchange
5.3.1.3.1. In the case of Old Mutual Shareholders whose Old
Mutual Shares are registered on the OMSAN Nominee Register in the
name of the OMSAN Nominee (who holds such Old Mutual Shares on
behalf of the Old Mutual Shareholders) as at the Record Time, the
Unbundled Nedbank Shares to which they are entitled will be able to
be traded and settled on the Johannesburg Stock Exchange through
the Strate System in Uncertificated Form.
5.3.1.3.2. In order to facilitate this arrangement, such Old
Mutual Shareholders will hold a beneficial entitlement to Unbundled
Nedbank Shares on the SA Nominee Register with the SA Nominee
holding the relevant Unbundled Nedbank Shares on their behalf on
the Nedbank SA Register. Such Old Mutual Shareholders will
accordingly become SA Nominee Participants with respect to the
Unbundled Nedbank Shares.
5.3.1.3.3. The SA Registrar and SA Nominee shall make the
appropriate arrangements to update the SA Nominee Register with the
relevant ultimate beneficial entitlement held by each of the SA
Nominee Participants to the relevant Unbundled Nedbank Shares with
effect from the Distribution Date.
5.3.1.3.4. The beneficial interest in such Unbundled Nedbank
Shares will be held on the Nedbank SA Register in the name of the
SA Nominee, in order for the Unbundled Nedbank Shares to be held in
a form that can be traded on the Johannesburg Stock Exchange
through the Strate System via the SA Nominee's CSDP. The SA Nominee
will hold its interest in the relevant Unbundled Nedbank Shares on
behalf of the SA Nominee Participants. In order for the SA Nominee
Participants to be entitled to trade in respect of the Unbundled
Nedbank Shares to which they are beneficially entitled, each SA
Nominee Participant may be required to complete certain "know your
customer" checks that must be carried out by the SA Nominee in
order to satisfy certain legal and regulatory requirements before
these types of corporate actions can be completed for and on behalf
of the SA Nominee Participants. Once such checks are completed, the
transfer and settlement of such beneficial title to the Unbundled
Nedbank Shares can then be effected in the manner described below.
In addition, SA Nominee Participants who hold their ultimate
beneficial entitlement to the relevant Unbundled Nedbank Shares
under this arrangement and who are non-residents of South Africa
may also be eligible to claim a reduction in the applicable
dividend withholding tax rate payable on any dividends paid by
Nedbank, subject to the provisions of any double-taxation agreement
between South Africa and the country in which they are tax resident
(if applicable).
5.3.1.3.5. The transfer and settlement of such beneficial title
to the Unbundled Nedbank Shares can be effected by providing an
instruction to trade to the SA Nominee. The SA Nominee will arrange
for the transfer and settlement of such beneficial title through
the Strate System via its CSDP in accordance with the Strate System
Rules. If an SA Nominee Participant wishes to attend a Nedbank
shareholders' meeting in person, they will need to request a letter
of representation from the SA Nominee. Any dividends paid by
Nedbank will be paid by the SA Nominee into the nominated bank
account of each SA Nominee Participant. All such arrangements,
amongst others, will be facilitated by and performed in accordance
with the terms of the mandates to which the SA Nominee Participants
and the SA Nominee will be subject. Further detail in relation to
the operation of the SA Nominee is set out in paragraph 5.4.1
below.
5.3.1.4. Settlement arrangements for Unbundled Nedbank Shares in
respect of Old Mutual Shareholders who hold (i) Old Mutual Shares
on a Branch Register other than the Namibian Register (whether in
Certificated or Uncertificated Form, or through Old Mutual DIs) or
(ii) a beneficial entitlement to Old Mutual Shares on the OMBN
Nominee Register or either of the Zimbabwean Nominee Registers,
where such Unbundled Nedbank Shares will be traded on the
Johannesburg Stock Exchange
5.3.1.4.1. In the case of the Old Mutual Shareholders referred
to in paragraph 5.3.1.4.2 below, the Unbundled Nedbank Shares to
which they are entitled will only be able to be traded and settled
on the Johannesburg Stock Exchange through the Strate System in
Uncertificated Form.
5.3.1.4.2. The Unbundled Nedbank Shares to which the following
Old Mutual Shareholders are entitled will be delivered to them in
the following manner:
5.3.1.4.2.1. as regards Old Mutual Shareholders (i) who hold
their Old Mutual Shares on the Malawian Register (whether in
Certificated or Uncertificated Form) or (ii) whose Old Mutual
Shares are registered on the OMBN Nominee Register in the name of
the OMBN Nominee (who holds the relevant Old Mutual Shares on
behalf of such Old Mutual Shareholders), in each case as at the
Record Time, such Old Mutual Shareholders will receive a beneficial
entitlement to Unbundled Nedbank Shares on the Malawian Nominee
Register with the Malawian Nominee holding the relevant Unbundled
Nedbank Shares on their behalf. Such Old Mutual Shareholders will
accordingly become Malawian Nominee Participants;
5.3.1.4.2.2. as regards (i) Old Mutual DIs or (ii) Old Mutual
Shareholders who hold Old Mutual Shares in Certificated Form on the
UK Register, in each case as at the Record Time, such Old Mutual
Shareholders will receive a beneficial entitlement to Unbundled
Nedbank Shares which is recorded on the SA Nominee Register with
the SA Nominee holding the relevant Unbundled Nedbank Shares on
their behalf. Such Old Mutual Shareholders will accordingly become
SA Nominee Participants with respect to the Unbundled Nedbank
Shares; and
5.3.1.4.2.3. as regards Old Mutual Shareholders (i) who hold
their Old Mutual Shares on the Zimbabwean Register (whether in
Certificated or Uncertificated Form) or (ii) whose Old Mutual
Shares are registered on a Zimbabwean Nominee Register in the name
of either of the Zimbabwean Nominees (who holds the relevant Old
Mutual Shares on behalf of such Old Mutual Shareholders), in each
case as at the Record Time, such Old Mutual Shareholders will
receive a beneficial entitlement to Unbundled Nedbank Shares on the
Corpserve Nominee Register with the Corpserve Nominee holding the
relevant Unbundled Nedbank Shares on their behalf. Such Old Mutual
Shareholders will accordingly become Corpserve Nominee
Participants.
5.3.1.4.3. Old Mutual will procure that the Malawian Nominee,
the SA Nominee or the Corpserve Nominee (as applicable) are
instructed to make the appropriate arrangements to update each of
the Malawian Nominee Register, the SA Nominee Register or the
Corpserve Nominee Register (as applicable) with the relevant
ultimate beneficial entitlement held by each of the Malawian
Nominee Participants, the SA Nominee Participants and the Corpserve
Nominee Participants (as applicable) to the relevant Unbundled
Nedbank Shares with effect from the Distribution Date.
5.3.1.4.4. In each case, the beneficial interest in Unbundled
Nedbank Shares will be held on the Nedbank SA Register in the name
of the SA Nominee, in order for the Unbundled Nedbank Shares to be
held in a form that can be traded on the Johannesburg Stock
Exchange through the Strate System via the SA Nominee's CSDP. The
SA Nominee will hold its interest in the relevant Unbundled Nedbank
Shares on behalf of each of the Malawian Nominee, SA Nominee
Participants referred to in paragraph 5.3.1.4.2.2 and the Corpserve
Nominee (as applicable), and the SA Nominee will record that the
beneficial entitlement to such Unbundled Nedbank Shares is held by
the Malawian Nominee, the SA Nominee Participants referred to in
paragraph 5.3.1.4.2.2 or the Corpserve Nominee (as applicable). The
Malawian Nominee and the Corpserve Nominee will, in turn, each
record in the Malawian Nominee Register and the Corpserve Nominee
Register (as applicable) that the ultimate beneficial entitlements
to such Unbundled Nedbank Shares is held by the Malawian Nominee
Participants or the Corpserve Nominee Participants (as
applicable).
5.3.1.4.5. In order for Malawian Nominee Participants and the SA
Nominee Participants to be entitled to trade in respect of the
Unbundled Nedbank Shares to which they are beneficially entitled,
each Malawian Nominee Participant and SA Nominee Participant may be
required to complete certain "know your customer" checks that must
be carried out by the Malawian Nominee (or provide their consent to
the transfer of their existing "know your customer" information
held by the OMBN Nominee) or the SA Nominee (as applicable), in
order to satisfy certain legal and regulatory requirements before
these types of corporate actions can be completed by the Malawian
Nominee for and on behalf of the Malawian Nominee Participants or
by the SA Nominee for and on behalf of the SA Nominee Participants.
Once such checks are completed or the relevant information
transferred, the transfer and settlement of such beneficial title
to the Unbundled Nedbank Shares can then be effected in the manner
described below.
5.3.1.4.6. Subject to the checks described in paragraph
5.3.1.4.5 being completed, the transfer and settlement of such
beneficial title to the Unbundled Nedbank Shares can be effected by
providing an instruction to trade to the Malawian Nominee, the SA
Nominee or the Corpserve Nominee (as applicable). The Malawian
Nominee, the SA Nominee or the Corpserve Nominee (as applicable)
will arrange for the transfer and settlement of such beneficial
title through the Strate System via the SA Nominee and its CSDP, in
accordance with the Strate System Rules. Transfers of beneficial
title to the Unbundled Nedbank Shares through the Strate System
will be settled in ZAR, with such proceeds being converted to the
relevant local currency at the spot exchange rate on the day of
payment. If a Malawian Nominee Participant, an SA Nominee
Participant or a Corpserve Nominee Participant wishes to attend a
Nedbank shareholders' meeting in person, they will need to request
a letter of representation form from the Malawian Nominee, the SA
Nominee or the Corpserve Nominee (as applicable). Any dividends
paid by Nedbank will be paid by the Malawian Nominee, the SA
Nominee or the Corpserve Nominee (as applicable) into the nominated
bank account of each Malawian Nominee Participant, SA Nominee
Participant or Corpserve Nominee Participant. Such dividends will
be paid by Nedbank in ZAR but will thereupon be converted to the
relevant local currency at the spot exchange rate on the day of
payment. All such arrangements, amongst others, will be facilitated
by and performed in accordance with the terms of the mandates to
which (i) Malawian Nominee Participants and the Malawian Nominee,
(ii) the SA Nominee Participants and the SA Nominee and (iii) the
Corpserve Nominee Participants and the Corpserve Nominee, will be
subject. Further detail in relation to the operation of the
Malawian Nominee, the SA Nominee or the Corpserve Nominee is set
out in paragraphs 5.4.2 , 5.4.1 and 5.4.3 below.
5.3.1.4.7. Investment income arising from the Unbundled Nedbank
Shares held directly or indirectly by any Zimbabwean resident, and
the disposal of any such Unbundled Nedbank Shares, may be subject
to applicable exchange control restrictions.
5.3.2. Settlement arrangements and trading of Unbundled Nedbank
Shares on the Namibian Stock Exchange or the Johannesburg Stock
Exchange
5.3.2.1. Settlement arrangements for Unbundled Nedbank Shares in
respect of Old Mutual Shareholders who hold their Old Mutual Shares
on the Namibian Register in Certificated Form, where such Unbundled
Nedbank Shares will be traded on the Namibian Stock Exchange or the
Johannesburg Stock Exchange
5.3.2.1.1. In the case of Old Mutual Shareholders who hold their
Old Mutual Shares on the Namibian Register in Certificated Form as
at the Record Time, the Unbundled Nedbank Shares to which they are
entitled will be delivered to them in Certificated Form.
5.3.2.1.2. Written holding confirmations in respect of the
Unbundled Nedbank Shares are expected to be despatched following
the Distribution Date on Thursday, 11 November 2021. Pending the
despatch of such holding confirmations for Unbundled Nedbank
Shares, transfers of Unbundled Nedbank Shares by such Old Mutual
Shareholders whose Unbundled Nedbank Shares are held in
Certificated Form will be certified against the Nedbank Namibian
Register. Temporary documents of title will not be issued in
respect of the Unbundled Nedbank Shares.
5.3.2.1.3. The Unbundled Nedbank Shares so held by Namibian
Shareholders can be traded and settled on the Namibian Stock
Exchange in Certificated Form as well as on the Johannesburg Stock
Exchange through the Strate System in Uncertificated Form only.
5.3.2.1.4. Settlement of transactions in Unbundled Nedbank
Shares on the Johannesburg Stock Exchange may only take place in
Uncertificated Form within the Strate System. Accordingly, Old
Mutual Shareholders who hold their Unbundled Nedbank Shares in
Certificated Form on the Nedbank Namibian Register and who wish to
trade in such Unbundled Nedbank Shares on the Johannesburg Stock
Exchange will be required to have their registered holding of
Unbundled Nedbank Shares Dematerialised such that they are held
through a CSDP or broker in Uncertificated Form.
5.3.2.2. Settlement arrangements for Unbundled Nedbank Shares in
respect of Old Mutual Shareholders who hold a beneficial
entitlement to Old Mutual Shares on the OMNAN Nominee Register,
where such Unbundled Nedbank Shares will be traded on the Namibian
Stock Exchange or the Johannesburg Stock Exchange
5.3.2.2.1. In the case of Old Mutual Shareholders whose Old
Mutual Shares are registered on the OMNAN Nominee Register in the
name of the OMNAN Nominee (who holds the relevant Old Mutual Shares
on behalf of such Old Mutual Shareholders) as at the Record Time,
the Unbundled Nedbank Shares to which they are entitled will be
able to be traded and settled on the Johannesburg Stock Exchange
through the Strate System in Uncertificated Form.
5.3.2.2.2. In order to facilitate this arrangement, such Old
Mutual Shareholders will hold a beneficial entitlement to Unbundled
Nedbank Shares on the SA Nominee Register with the SA Nominee
holding the relevant Unbundled Nedbank Shares on their behalf on
the Nedbank SA Register. Such Old Mutual Shareholders will
accordingly become SA Nominee Participants with respect to the
Unbundled Nedbank Shares.
5.3.2.2.3. The SA Nominee shall make the appropriate
arrangements to update the SA Nominee Register with the relevant
ultimate beneficial entitlement held by each of the SA Nominee
Participants to the relevant Unbundled Nedbank Shares with effect
from the Distribution Date.
5.3.2.2.4. The beneficial interest in such Unbundled Nedbank
Shares will be held on the Nedbank SA Register in the name of the
SA Nominee, in order for the Unbundled Nedbank Shares to be held in
a form that can be traded on the Johannesburg Stock Exchange
through the Strate System via the SA Nominee's CSDP. The SA Nominee
will hold its interest in the relevant Unbundled Nedbank Shares on
behalf of the SA Nominee Participants. In order for the SA Nominee
Participants to be entitled to trade in respect of the Unbundled
Nedbank Shares to which they are beneficially entitled, each SA
Nominee Participant may be required to complete certain "know your
customer" checks that must be carried out by the SA Nominee in
order to satisfy certain legal and regulatory requirements before
these types of corporate actions can be completed for and on behalf
of the SA Nominee Participants. Once such checks are completed, the
transfer and settlement of such beneficial title to the Unbundled
Nedbank Shares can then be effected in the manner described
below.
5.3.2.2.5. The transfer and settlement of such beneficial title
to the Unbundled Nedbank Shares can be effected by providing an
instruction to trade to the SA Nominee. The SA Nominee will arrange
for the transfer and settlement of such beneficial title on the
Johannesburg Stock Exchange through the Strate System via its CSDP
in accordance with the Strate System Rules. If an SA Nominee
Participant wishes to attend a Nedbank shareholders' meeting in
person, they will need to request a letter of representation from
the SA Nominee. Any dividends paid by Nedbank will be paid by the
SA Nominee into the nominated bank account of each SA Nominee
Participant. All such arrangements, amongst others, will be
facilitated by and performed in accordance with the terms of the
mandates to which the SA Nominee Participants and the SA Nominee
will be subject. Further detail in relation to the operation of the
SA Nominee is set out in paragraph 5.4.1 below
5.3.3. Old Mutual reserves the right to distribute Unbundled
Nedbank Shares to any or all Old Mutual Shareholders who hold Old
Mutual Shares in Uncertificated Form as at the Record Time in
Certificated Form and vice versa if, for reasons outside its
reasonable control, it is not able to effect settlement as
anticipated.
5.4. Explanation of the various Nominee Terms and Conditions
5.4.1. Explanation of the principal SA Nominee Terms and Conditions
5.4.1.1. The SA Nominee will hold the Unbundled Nedbank Shares
for SA Nominee Participants subject to the SA Nominee Terms and
Conditions. SA Nominee Participants are the beneficial owners of
the Unbundled Nedbank Shares and may give instructions to transfer
the relevant Unbundled Nedbank Shares.
5.4.1.2. By participating in the SA Nominee, each SA Nominee
Participant warrants that the Unbundled Nedbank Shares to which
such beneficial title relates will be, and will remain, free from
any encumbrance.
5.4.1.3. The SA Nominee is appointed as agent, representative,
custodian and administrator for the relevant SA Nominee
Participants in relation to the relevant Unbundled Nedbank Shares
and is authorised to settle transactions in relation to Unbundled
Nedbank Shares in accordance with the relevant SA Nominee
Participants' instructions. SA Nominee Participants are required to
indemnify and hold the SA Nominee harmless against all liability,
costs or expenses incurred by the SA Nominee's agents in connection
with the due and proper performance by the SA Nominee of all of its
obligations under the SA Nominee Terms and Conditions. The SA
Nominee will be liable for direct damages incurred by SA Nominee
Participants by reason of the SA Nominee's own wilful default or
gross negligence and (except in the case of fraud) will not be
liable for indirect, special or consequential loss or damage. It is
the responsibility of the SA Nominee Participants to keep abreast
with the Strate System Rules. In the event of any conflict between
the SA Nominee Terms and Conditions and applicable laws, the
applicable laws shall prevail.
5.4.1.4. The SA Nominee will open and maintain securities
accounts in the name of the SA Nominee Participants to record the
number of Unbundled Nedbank Shares to which they are beneficially
entitled and to record all transactions and entries made with
respect to the Unbundled Nedbank Shares.
5.4.1.5. The SA Nominee will, to the extent it is so able,
notify SA Nominee Participants electronically of all corporate
events in relation to the Unbundled Nedbank Shares, other than
where the relevant details have been included in other corporate
documentation that has or will be sent directly to SA Nominee
Participants by Nedbank. Dividend information will be published in
local newspapers in accordance with standard market practice and
the SA Nominee will send a payment advice or statement once the
payment or corporate action has been processed.
5.4.1.6. Instructions given by an SA Nominee Participant to the
SA Nominee must be sent in writing to the address or to the email
as stated in the SA Nominee Terms and Conditions. SA Nominee
Participants accept the risk of loss or damage arising, directly or
indirectly, as a result of any failure in, misuse of, or any fraud
or misrepresentation due to the SA Nominee Participants' own
failure to give a valid instruction in accordance with the SA
Nominee Terms and Conditions. The SA Nominee incurs no liability
for acting on any instruction, direction or other communication on
which the SA Nominee is authorised under the SA Nominee Terms and
Conditions or for any delay in delivery of non-delivery or error in
transmission.
5.4.1.7. The SA Nominee will only vote on behalf of SA Nominee
Participants in relation to their Unbundled Nedbank Shares if
voting instructions are received by the SA Nominee from the SA
Nominee Participant by the required date and time.
5.4.1.8. SA Nominee Participants are required to pay fees and
charges as published by the SA Nominee from time to time and
notified to SA Nominee Participants and/or indicated on the SA
Nominee's website. These charges may be varied upon 30 days'
written notice.
5.4.1.9. SA Nominee Participants are required to be verified and
the SA Nominee will not be liable for any delays that might be
caused as a result of the verification process. SA Nominee
Participants are required to indemnify and agree to hold the SA
Nominee harmless against all liability, cost, expense or damage
incurred by the SA Nominee or its agents arising as a consequence
of the SA Nominees having acted on any forged, fabricated,
inaccurate, invalid or unauthorised documentation except as a
result of the SA Nominee's own failure to comply with its
verification obligations.
5.4.1.10. SA Nominee Participants may terminate their
participation in the SA Nominee facility by giving the SA Nominee
at least 30 days' written notice. The SA Nominee will advise the
relevant SA Nominee Participant within three business days of the
termination of its participation in the SA Nominee facility. The SA
Nominee may also terminate an SA Nominee Participant's
participation in the SA Nominee facility by giving at least 30
days' written notice to the relevant SA Nominee Participant.
5.4.1.11. Any addition to, variation or cancellation of the SA
Nominee Terms and Conditions must be communicated to SA Nominee
Participants in writing.
5.4.1.12. The SA Nominee Terms and Conditions are governed by
the laws of South Africa.
5.4.1.13. The SA Nominee Terms and Conditions are available on
Nedbank's website at www.nedbankgroup.co.za .
5.4.2. Explanation of the principal Malawian Nominee Terms and Conditions
5.4.2.1. The Malawian Nominee will hold the Unbundled Nedbank
Shares for Malawian Nominee Participants pursuant to the Malawian
Nominee Terms and Conditions. Under the Malawian Nominee Terms and
Conditions, the Malawian Nominee Participants are the beneficial
owners of the Unbundled Nedbank Shares and may give instructions to
the Malawian Nominee to transfer the relevant Unbundled Nedbank
Shares.
5.4.2.2. By participating in the Malawian Nominee facility, each
Malawian Nominee Participant warrants that the Unbundled Nedbank
Shares to which such beneficial title relates will be, and will
remain, free from any encumbrance.
5.4.2.3. The Malawian Nominee is appointed as agent,
representative, custodian and administrator for the relevant
Malawian Nominee Participants in relation to the relevant Unbundled
Nedbank Shares and is authorised to settle transactions in relation
to such Unbundled Nedbank Shares in accordance with the relevant
Malawian Nominee Participants' instructions. Malawian Nominee
Participants are required to indemnify and hold the Malawian
Nominee harmless against all liability, costs or expenses incurred
by the Malawian Nominee and its agents in connection with the due
and proper performance by the Malawian Nominee of all of its
obligations under the Malawian Nominee Terms and Conditions. The
Malawian Nominee will be liable for direct damages incurred by
Malawian Nominee Participants by reason of the Malawian Nominee's
own wilful default or gross negligence and (except in the case of
fraud) will not be liable for indirect, special or consequential
loss or damages.
5.4.2.4. The Malawian Nominee will open and maintain share
accounts in the name of the Malawian Nominee Participant to record
the number or nominal value of the relevant Unbundled Nedbank
Shares to which they are beneficially entitled and to record all
transactions and entries made with respect to the Unbundled Nedbank
Shares.
5.4.2.5. The Malawian Nominee will notify Malawian Nominee
Participants electronically of all corporate events in relation to
the Unbundled Nedbank Shares, other than where the relevant details
have been included in other corporate documentation that has or
will be sent directly to Malawian Nominee Participants by
Nedbank.
5.4.2.6. Instructions given by a Malawian Nominee Participant to
the Malawian Nominee must be sent in writing to the address or to
the email as stated in the Malawian Nominee Terms and Conditions.
Malawian Nominee Participants accept the risk of loss or damage
arising, directly or indirectly, as a result of any failure in,
misuse of, or any fraud or misrepresentation due to the Malawian
Nominee Participants' own failure to give a valid instruction in
accordance with the Malawian Nominee Terms and Conditions. The
Malawian Nominee will not incur any liability for acting on any
instruction, direction or other communication on which the Malawian
Nominee is authorised to rely under the Malawian Nominee Terms and
Conditions.
5.4.2.7. The Malawian Nominee will only vote on behalf of
Malawian Nominee Participants in relation to their Unbundled
Nedbank Shares if voting instructions are received by the Malawian
Nominee from a Malawian Nominee Participant by the required date
and time.
5.4.2.8. Malawian Nominee Participants are required to pay fees
and charges as published by the Malawian Nominee from time to time
and notified to Malawian Nominee Participants and/or indicated on
the Malawian Nominee's website. These charges may be varied upon 30
days' written notice.
5.4.2.9. Malawian Nominee Participants are required to be
verified and the Malawian Nominee will not be liable for any delays
that might be caused as a result of the verification process.
Malawian Nominee Participants are required to indemnify and agree
to hold the Malawian Nominee harmless against all liability, costs,
expense or damage incurred by the Malawian Nominee or its agents
arising as a consequence of the Malawian Nominee having acted on
any forged, fabricated, inaccurate, invalid or unauthorised
documentation, except as a result of the Malawian Nominee's own
failure to comply with its verification obligations. A Malawian
Nominee Participant is solely responsible to, and agrees to submit,
a written dividend tax declaration if applicable, and to forthwith
inform the withholding agent in writing should the circumstances of
the Malawian Nominee Participant change.
5.4.2.10. Any addition to, variation or cancellation of the
Malawian Nominee Terms and Conditions must be communicated to
Malawian Nominee Participants in writing.
5.4.2.11. The Malawian Nominee Terms and Conditions are governed by Malawian law.
5.4.2.12. The Malawian Nominee Terms and Conditions are
available on Nedbank's website at www.nedbankgroup.co.za .
5.4.3. Explanation of the principal Corpserve Nominee Terms and Conditions
5.4.3.1. The Corpserve Nominee will hold the Unbundled Nedbank
Shares for Corpserve Nominee Participants pursuant to the Corpserve
Nominee Terms and Conditions. Under the Corpserve Nominee Terms and
Conditions, the Corpserve Nominee Participants are the beneficial
owners of the relevant Unbundled Nedbank Shares and may give
instructions to transfer the relevant Unbundled Nedbank Shares.
5.4.3.2. By participating in the Corpserve Nominee facility,
each Corpserve Nominee Participant warrants that the Unbundled
Nedbank Shares to which such beneficial title relates will be, and
will remain, free from any encumbrance.
5.4.3.3. The Corpserve Nominee is appointed as agent,
representative, custodian and administrator for the relevant
Corpserve Nominee Participants in relation to the relevant
Unbundled Nedbank Shares and is authorised to settle transactions
in relation to Unbundled Nedbank Shares in accordance with the
relevant Corpserve Nominee Participants' instructions. Corpserve
Nominee Participants are required to indemnify and hold the
Corpserve Nominee harmless against all liability, costs or expenses
incurred by the Corpserve Nominee and its agents in connection with
the due and proper performance by the Corpserve Nominee of all of
its obligations under the Corpserve Nominee Terms and Conditions.
The Corpserve Nominee will be liable for direct damages incurred by
Corpserve Nominee Participants by reason of the Corpserve Nominee's
own wilful default or gross negligence and (except in the case of
fraud) will not be liable for indirect, special or consequential
loss or damages.
5.4.3.4. The Corpserve Nominee will open and maintain share
accounts in the name of the Corpserve Nominee Participant to record
the number or nominal value of Unbundled Nedbank Shares to which
they are beneficially entitled and to record all transactions and
entries made with respect to the Unbundled Nedbank Shares.
5.4.3.5. The Corpserve Nominee will notify Corpserve Nominee
Participants electronically of all corporate events in relation to
the Unbundled Nedbank Shares, other than where the relevant details
have been included in other corporate documentation that has or
will be sent directly to Corpserve Nominee Participants by Nedbank.
Instructions given by a Corpserve Nominee Participant to the
Corpserve Nominee must be sent in writing to the address or to the
email as stated in the Corpserve Nominee Terms and Conditions.
Corpserve Nominee Participants accept the risk of loss or damage
arising, directly or indirectly, as a result of any failure in,
misuse of, or any fraud or misrepresentation due to the Corpserve
Nominee Participants' own failure to give a valid instruction in
accordance with the Corpserve Nominee Terms and Conditions. The
Corpserve Nominee incurs no liability for acting on any
instruction, direction or other communication on which the
Corpserve Nominee is authorised to rely under the Corpserve Nominee
Terms and Conditions.
5.4.3.6. The Corpserve Nominee will only vote on behalf of
Corpserve Nominee Participants in relation to their Unbundled
Nedbank Shares if voting instructions are received by the Corpserve
Nominee from a Corpserve Nominee Participant by the required date
and time.
5.4.3.7. Corpserve Nominee Participants are required to pay fees
and charges as published by the Corpserve Nominee from time to time
and notified to Corpserve Nominee Participants and/or indicated on
the Corpserve Nominee's website. These charges may be varied upon
30 days' written notice.
5.4.3.8. Corpserve Nominee Participants are required to be
verified and the Corpserve Nominee will not be liable for any
delays that might be caused as a result of the verification
process. Corpserve Nominee Participants are required to indemnify
and agree to hold the Corpserve Nominee harmless against all
liability, costs, expense or damage incurred by the Corpserve
Nominee or its agents arising as a consequence of the Corpserve
Nominee having acted on any forged, fabricated, inaccurate, invalid
or unauthorised documentation, except as a result of the Corpserve
Nominee's own failure to comply with its verification obligations.
A Corpserve Nominee Participant is solely responsible to, and
agrees to submit, a written dividend tax declaration if applicable,
and to forthwith inform the withholding agent in writing should the
circumstances of the Corpserve Nominee Participant change.
5.4.3.9. Any addition to, variation or cancellation of the
Corpserve Nominee Terms and Conditions must be communicated to
Corpserve Nominee Participants in writing.
5.4.3.10. The Corpserve Nominee Terms and Conditions are
governed by Zimbabwean law.
5.4.3.11. The Corpserve Nominee Terms and Conditions are available on Nedbank's website at www.nedbankgroup.co.za .
5.5. Nominee arrangements put in place by Old Mutual Shareholders
Where Old Mutual Shareholders hold their Old Mutual Shares
through a nominee, custody or trust arrangement (other than through
the OMBN Nominee, the OMSAN Nominee, the OMNAN Nominee or a
Zimbabwean Nominee) such that the nominee, custodian or trustee is
the registered holder of the Old Mutual Shares on the relevant
Register as at the Record Time, it is the responsibility of such
Old Mutual Shareholders holding their Old Mutual Shares in this
manner to confirm whether their nominee, custodian or trustee is
eligible to receive Unbundled Nedbank Shares on their behalf, vote
at general meetings of Nedbank and receive payments by Nedbank
(among other things), pursuant to the arrangements described above.
Old Mutual Shareholders holding their Old Mutual Shares through a
nominee, custodian or trust arrangement should contact their
nominee, custodian or trustee for further information in this
regard.
6. TAXATION
The following summary describes certain tax consequences in
connection with the Unbundling in South Africa, Malawi, Namibia,
the United Kingdom and Zimbabwe only. This summary is based on the
tax law and practice in force in the relevant jurisdiction as at
the Last Practicable Date only, which are subject to change
occasioned by future legislative amendments and court decisions,
including changes that could have a retrospective effect. In the
case of persons who are non-residents of South Africa for income
tax purposes, this summary should be read in conjunction with the
provisions of any applicable double tax agreement between South
Africa and their country of residence.
This summary is general and non-exhaustive commentary to certain
tax consequences of the Unbundling and is intended to be used only
as a general guide and does not constitute legal or tax advice. It
is recommended that to obtain certainty on your tax position, you
should consult an independent professional adviser immediately.
6.1. South African Taxation
6.1.1. This section 6.1 summarises the South African income tax
treatment for an Old Mutual Shareholder that is a South African
resident company, a non-South African resident company with a
permanent establishment in South Africa or a South African resident
retail shareholder that holds Old Mutual Shares as capital assets
or as trading stock. For the purposes of this section 6.1 , the
term Old Mutual Shareholder must be construed accordingly.
6.1.2. The Old Mutual Board has specifically resolved to
distribute the Unbundled Nedbank Shares as a return of capital
(paid out of "contributed tax capital" (" CTC "). The distribution
of the Unbundled Nedbank Shares on the Unbundling does not qualify
as an "unbundling transaction" for purposes of section 46(1) of the
South African Income Tax Act, 58 of 1962 (as amended) (" 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 by South African tax
resident Old Mutual Shareholders (including the Cash Proceeds)
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.
6.1.3. Old Mutual Shareholders who hold the Old Mutual Shares on
capital account would be required to reduce the base cost of their
Old Mutual Shares by the market value of the Nedbank Shares
received at the date of distribution. Where the return of capital
exceeds the base cost of the Old Mutual Shares held by the Old
Mutual Shareholder the excess must be treated as a capital gain by
the Old Mutual Shareholder.
6.1.4. Old Mutual Shareholders holding their Old Mutual Shares
as capital assets should be deemed to have acquired a proportional
number of Unbundled Nedbank Shares as capital assets. The base cost
of the Unbundled Nedbank Shares would be equal to the market value
of the Unbundled Nedbank Shares received at the date of
distribution.
6.1.5. As an illustrative example, assume that an Old Mutual
Shareholder currently holds 100 Old Mutual Shares as a capital
asset and receives 1.31954 Unbundled Nedbank Shares pursuant to the
Unbundling. The Old Mutual Shareholder's expenditure base cost for
his 100 Old Mutual Shares is assumed to be R1,000.00. The market
value of the Unbundled Nedbank Shares post the Unbundling is
assumed to be R175 per share. The base cost of the 1.31954
Unbundled Nedbank Shares received would be R230.92 (1.31952 shares
multiplied by R175 per share). The base cost of the 100 Old Mutual
shares would be reduced to R769.08 (being original base cost R1000
less return of capital R230.92).
6.1.6. In instances where Old Mutual Shareholders hold their Old
Mutual Shares as trading stock, the market value of the Unbundled
Nedbank Shares received at the date of distribution would fall to
be included in gross income of the Old Mutual Shareholder. The cost
of the Unbundled Nedbank Shares would be equal to the market value
of the Unbundled Nedbank Shares received at the date of
distribution.
6.1.7. Securities Transfer Tax (at 0.25%) should be payable by
the Old Mutual Shareholders on registration of transfer based on
the market value of the Unbundled Nedbank Shares.
6.1.8. Note, however, that for purposes of Old Mutual
Shareholders who are non-residents of South Africa, where the
Unbundled Nedbank Shares are transferred through the agency of or
from a member (i.e. a Johannesburg Stock Exchange stockbroker) or
when the transfer of the Unbundled Nedbank Shares listed on the
Johannesburg Stock Exchange is effected by a participant (i.e. a
person that holds in custody and administers a listed share), the
member or participant should be liable for the securities transfer
tax. That member or participant may, however, recover the
securities transfer tax payable from the Old Mutual Shareholders
who are not resident in South Africa in respect of whose Unbundled
Nedbank Shares the security transfer tax is payable.
6.1.9. For the purposes of the calculation of the securities
transfer tax, the taxable amount shall be the following:
6.1.9.1. where shares listed on the Johannesburg Stock Exchange
are transferred through the agency of or from a member (i.e. a
Johannesburg Stock Exchange stockbroker), the securities transfer
tax must be calculated on the purchase consideration; or
6.1.9.2. where the transfer of shares listed on the Johannesburg
Stock Exchange is effected by a participant, the securities
transfer tax must be calculated with reference to the declared
consideration. If no consideration is declared or if the declared
consideration is less than the lowest Johannesburg Stock Exchange
traded price on the date of the transaction, the securities
transfer tax must be calculated with reference to the closing price
on that date.
6.2. Malawian Taxation
This section 6.2 summarises the Malawian income tax treatment
for an Old Mutual Shareholder that is a Malawian resident company
or a non-Malawian resident company with a Malawian permanent
establishment that holds its Old Mutual Shares as capital assets
and not as trading stock.
6.2.1. Whilst the Unbundled Nedbank Shares distributed represent
a return of Old Mutual's CTC, as there is no reduction of share
capital in the books of Old Mutual, the distribution of the
Unbundled Nedbank Shares will be regarded as a dividend in
Malawi.
6.2.2. There is some uncertainty as to whether a dividend
distributed by a South African company which is listed on the
Malawi Stock Exchange could be said to be from a source in Malawi.
In our view, such a distribution would likely be deemed to be a
locally sourced dividend, subject to Malawian dividend withholding
tax at a rate of 10%.
6.3. Namibian Taxation
This section 6.3 summarises the Namibian income tax treatment
for an Old Mutual Shareholder that is a Namibian resident company
or a non-Namibian resident company with a Namibian permanent
establishment and that holds its Old Mutual Shares as capital
assets, not as trading stock (for purposes of this section 6.3
only, a "Namibian Shareholder").
6.3.1. The Unbundling should, for Namibian income tax purposes,
be treated as an in specie distribution of Unbundled Nedbank Shares
by Old Mutual. Such distribution should not be taxable in the hands
of the Namibian Shareholders.
No Namibian stamp duty is payable by Namibian tax-resident Old
Mutual Shareholders in respect of their receipt of Unbundled
Nedbank Shares.
6.4. United Kingdom Taxation
6.4.1. Save where expressly indicated, the comments below apply
only to Old Mutual Shareholders resident and, in the case of an
individual, domiciled or deemed domiciled for tax purposes in the
United Kingdom and to whom "split year" treatment does not apply,
who hold Old Mutual Shares as an investment and who are the
absolute beneficial owners thereof. Certain categories of Old
Mutual Shareholders, including those carrying on certain financial
activities, those subject to specific tax regimes or benefiting
from certain reliefs or exemptions, those connected with Old Mutual
or the Group and those for whom the Old Mutual Shares are
employment-related securities may be subject to special rules and
this summary does not apply to such Old Mutual Shareholders.
6.4.2. The receipt of Unbundled Nedbank Shares and any Cash
Proceeds pursuant to the Unbundling will be a taxable event for Old
Mutual Shareholders who are resident in the United Kingdom for
United Kingdom tax purposes. There is some technical uncertainty on
whether the Unbundling will be treated as income or as a capital
distribution (part disposal) for United Kingdom tax purposes.
6.4.3. In 2018, the Old Mutual Board resolved to implement the
Unbundling by way of a distribution in specie of Nedbank Shares out
of Old Mutual's CTC (as such term is construed under the South
African Income Tax Act, No. 58 of 1962). At that time, as there was
some technical uncertainty, Old Mutual requested HMRC's views on
whether the Unbundling will be treated as income or as a capital
distribution (part disposal) for United Kingdom tax purposes.
6.4.4. HMRC indicated that the 2018 Unbundling should constitute
a capital distribution (part disposal) for United Kingdom tax
purposes. Old Mutual Shareholders are recommended to consult with
their own professional advisers to consider the implications for
them in light of their own circumstances.
6.4.5. It is reasonable to expect that HMRC should accept a
treatment consistent with that indicated in 2018. On the basis of
the indication received from HMRC at that time, the distribution of
the Nedbank Share out of the CTC of Old Mutual should be treated as
a capital distribution.
6.4.6. Accordingly, Old Mutual Shareholders who are resident in
the United Kingdom should be treated as making a part disposal of
their Old Mutual Shares which may, depending on the Old Mutual
Shareholder's individual circumstances (including the availability
of exemptions, reliefs or allowable losses), give rise to a
liability to United Kingdom capital gains tax or corporation tax on
chargeable gains (as applicable).
6.4.7. In calculating the chargeable gain (or allowable loss) on
the part disposal, a proportion of the Old Mutual Shareholder's
allowable cost in the Old Mutual Shares would be taken into
account, equal to the proportion which the value of the capital
distribution represents to the aggregate of (i) the market value of
the Old Mutual Shareholder's Old Mutual Shares immediately after
the Unbundling plus (ii) the value of the capital distribution, in
other words, the following fraction:
Market value of Unbundled Nedbank Shares received
-----------------------------------------------------------------------------------------------
Market value of Unbundled Nedbank Shares received + Market value
of Old Mutual Shares immediately after the Unbundling.
6.4.8. This fraction of the Old Mutual Shareholder's allowable
cost in the Old Mutual Shares should be set against the market
value of the Unbundled Nedbank Shares received, to arrive at the
capital gain or chargeable gain on receipt of the Unbundled Nedbank
Shares.
6.4.9. However, if the value of the capital distribution is
small in comparison with the value of the Old Mutual Shareholder's
Old Mutual Shares, the Old Mutual Shareholder should not be treated
as making a part disposal and, instead, an amount equal to the
value of the capital distribution would be deducted from the Old
Mutual Shareholder's base cost in the Old Mutual Shares. Under
current HMRC practice, where the value of the capital distribution
received by a shareholder is GBP3,000 or less, such value will
generally be treated as small for these purposes.
6.4.10. The initial base cost of Unbundled Nedbank Shares
received should be equal to their market value of at the time of
their acquisition.
6.4.11. No United Kingdom stamp duty or stamp duty reserve tax
should be payable by Old Mutual Shareholders in respect of their
receipt of Unbundled Nedbank Shares pursuant to the Unbundling.
6.5. Zimbabwean Taxation
This section 6.5 summarises the Zimbabwean income tax treatment
for an Old Mutual Shareholder that is a Zimbabwean resident company
or a non-Zimbabwe resident company with a permanent establishment
in Zimbabwe or an individual Old Mutual Shareholder.
6.5.1. Notwithstanding the fact that the Unbundled Nedbank
Shares will be distributed by Old Mutual from its CTC, the
Unbundling will likely be regarded as a dividend (in specie) in the
Zimbabwean tax-resident Old Mutual Shareholders' hands. The
Zimbabwean tax-resident Old Mutual Shareholder would be required to
include the gross dividend in specie in their taxable income where
it will be taxed at a special rate of 20%.
6.5.2. No Zimbabwean stamp duty should be payable by Zimbabwean
tax-resident Old Mutual Shareholders in respect of their receipt of
Unbundled Nedbank Shares.
7. HELPLINE
If you have any questions relating to this announcement or the
Unbundling in general, please contact the relevant Registrar using
the following contact details:
-- South Africa -JSE Investor Services Proprietary Limited on
telephone number: +27 (0)86 140 0110 or +27 (0)11 029 0253
-- Malawi - National Bank of Malawi plc on telephone number: +265 (0)182 0622/0054
-- Namibia - Transfer Secretaries (Proprietary) Limited on telephone number: +264 (0)61 227647
-- United Kingdom - Equiniti Limited on telephone number: 0333
207 6505 (if calling from the United Kingdom) or +44 333 207 6505
(if calling from overseas)
-- Zimbabwe - Corpserve Registrars (Private) Limited on telephone number: +263(0) 242 751 559/61
-- Nedbank's transfer secretary in South Africa - JSE Investor
Services Proprietary Limited on telephone number: +27 (0)11 713
0800
Lines are open on Mondays to Fridays (except for public
holidays) from 8:00 a.m. to 4:30 p.m. (local time) in respect of
all Registrars other than the UK Registrar, and in the case of the
UK Registrar from 8.30 a.m. to 5.30 p.m. (London time). Please note
that, for legal reasons, the Helpline cannot provide any legal, tax
or financial advice.
DEFINITIONS
In this announcement, unless otherwise stated or the context
clearly indicates otherwise, the words in the first column have the
meanings stated opposite them in the second column, words in the
singular shall include the plural and vice versa, words importing
one gender include the other genders and references to a person
include juristic persons and associations of persons and vice
versa:
"Branch Register" the Malawian Register in respect of Malawi, the Namibian Register
in respect of Namibia, the
UK Register in respect of the United Kingdom and the Zimbabwean
Register in respect of Zimbabwe,
as the context may require;
"CDCL" Chengetedzai Depository Company Limited, incorporated and
registered in Zimbabwe with corporate
registration number 1716/2010, being the operator of the Zimbabwean
CSD;
"Certificated" or "in Certificated Form" recorded in physical paper form on the relevant Register without
reference to the Strate System,
the Malawian CSD, CREST or the Zimbabwean CSD;
"Companies Act" the South African Companies Act, No, 71 of 2008 (as amended);
"Corpserve Nominee" Corpserve Nominees (Private) Limited, incorporated and registered
in Zimbabwe with corporate
registration number 2421/2015, being a wholly-owned subsidiary of
the Zimbabwean Registrar,
in its capacity as nominee holding beneficial entitlements to Old
Mutual Shares on behalf
of the relevant Old Mutual Shareholders or as administrator of
custody accounts holding dematerialised
securities, as the context requires;
"Corpserve Nominee Participant" an Old Mutual Shareholder who is a participant in the Corpserve
Nominee facility pursuant
to the Corpserve Nominee Terms and Conditions;
"Corpserve Nominee Register" the register of beneficial entitlements to Old Mutual Shares or
Nedbank Shares (as applicable),
maintained by the Corpserve Nominee;
"Corpserve Nominee Terms and Conditions" the terms and conditions under which the Corpserve Nominee provides
the Corpserve Nominee
facility, as amended from time to time, described in paragraph
5.4.3 , a copy of which is
available on Nedbank's website at www.nedbankgroup.co.za .
"CREST" the system for the paperless settlement of trades in securities in
Uncertificated form and
the holding of Uncertificated securities operated by Euroclear
United Kingdom & Ireland Limited
in accordance with the Uncertificated Securities Regulations 2001
(SI 2001 No. 3755) (as amended);
"CSDP" a Central Securities Depository Participant, a participant as
defined in section 1 of the
FMA;
"Dematerialised" means:
(i). in relation to SA Shareholders and Namibian Shareholders,
the process by which Certificated
shares are deposited with a CSDP and documents of title
evidencing such shares are replaced
by an electronic record of such shares in the Uncertificated
portion of Old Mutual's securities
register;
(ii). in relation to Malawian Shareholders, the process by
which Certificated shares are deposited
with a Malawian Custodian and documents of title evidencing
such shares are replaced by an
electronic record of such shares in the sub-register of
shareholders maintained by the Malawian
Custodian or the Malawian CSD, as applicable; and
(iii). in relation to Zimbabwean Shareholders, the process by
which Certificated shares are
deposited with a Zimbabwean Custodian and documents of title
evidencing such shares are replaced
by an electronic record of such shares in the sub-register of
shareholders maintained by the
Zimbabwean Custodian or by an investment administrator to
which the Zimbabwean Custodian has
outsourced the professional administration of the sub-register
of shareholders;
"Distribution Date" Monday, 8 November 2021, being the date upon which the Unbundled
Nedbank Shares will be distributed
to Old Mutual Shareholders;
"Exchange Control Regulations" the South African Exchange Control Regulations, 1961 as promulgated
by Government Notice R.1111
of 1 December 1961 and amended up to Government Notice R.445 of 8
June 2012, in terms of section
9 of the South African Currency and Exchanges Act, 9 of 1933 (as
amended);
"FCA" the United Kingdom Financial Conduct Authority or its successor
from time to time;
"FMA" the South African Financial Markets Act, 19 of 2012 (as amended);
"FSMA" the United Kingdom's Financial Services and Markets Act 2000 (as
amended);
"Group" Old Mutual and its subsidiaries and subsidiary undertakings from
time to time;
"HMRC" HM Revenue & Customs;
"Johannesburg Stock Exchange" the exchange operated under the FMA by JSE Limited;
"JSE Limited" JSE Limited, incorporated and registered in South Africa with
registration number 2005/022939/06,
licensed to operate an exchange under the FMA;
"JSE Listings Requirements" the listings requirements issued by JSE Limited under the FMA to be
observed by issuers of
equity securities listed on the Johannesburg Stock Exchange (as
amended);
"Last Practicable Date" Monday, 25 October 2021;
"LDT" last day to trade, as set out in the timetable in paragraph 2 of
this announcement;
"London Stock Exchange" the securities exchange operated by London Stock Exchange plc under
the FSMA, together with
any successor thereto;
"London Stock Exchange plc" London Stock Exchange plc, incorporated and registered in England
and Wales, with registered
number 02075721;
"Malawi" the Republic of Malawi;
"Malawi Stock Exchange" the securities exchange operated by Malawi Stock Exchange Limited
under the Malawian Securities
Act, 2010 (as amended) and the Malawian Companies Act, 2013 (as
amended), and licensed under
the Malawian Financial Services Act, 2010 (as amended);
"Malawi Stock Exchange Limited" Malawi Stock Exchange Limited, a company limited by guarantee and
operating under the Capital
Market Development Act (Cap 46.06) of the laws of Malawi and the
Companies Act (Cap 46:03)
of Malawi with registration number: 5510;
"Malawi Stock Exchange Listings Requirements" the listings requirements issued by Malawi Stock Exchange Limited;
"Malawian CSD" the Central Securities Depository, operated by The Reserve Bank of
Malawi Electronic Central
Securities Depository, being an electronic clearing and settlement
environment for securities
transactions on the Malawi Stock Exchange;
"Malawian Custodian" a registered custodian under the Malawian Financial Services Act,
2010, being a custodian
of the Dematerialised shares deposited in the Malawian CSD and
tradable on the Malawi Stock
Exchange;
"Malawian Nominee" The National Bank of Malawi Nominees Limited, incorporated and
registered in Malawi with corporate
registration number 970, in its capacity as nominee;
"Malawian Nominee Participant" an Old Mutual Shareholder who is a participant in the Malawian
Nominee facility pursuant to
the Malawian Nominee Terms and Conditions;
"Malawian Nominee Register" the register of beneficial entitlements to Nedbank Shares
maintained by the Malawian Nominee;
"Malawian Nominee Terms and Conditions" the terms and conditions under which the Malawian Nominee provides
the Malawian Nominee facility,
as amended from time to time, described in paragraph 5.4.2 above, a
copy of which is available
on Nedbank's website at www.nedbankgroup.co.za ;
"Malawian Register" the Malawian branch of Old Mutual's securities register maintained
in Malawi on behalf of
Old Mutual by the Malawian Registrar;
"Malawian Registrar" The National Bank of Malawi Limited (Financial Management Services
Department), incorporated
and registered in Malawi with registration number 1428;
"Malawian Shareholders" Old Mutual Shareholders who hold Old Mutual Shares on the Malawian
Register;
"Namibia" the Republic of Namibia;
"Namibian Register" the Namibian branch of Old Mutual's securities register maintained
in Namibia on behalf of
Old Mutual by the Namibian Registrar;
"Namibian Registrar" Transfer Secretaries Proprietary Limited, incorporated and
registered in Namibia, with registration
number: 93/731;
"Namibian Shareholders" Old Mutual Shareholders who hold Old Mutual Shares on the Namibian
Register;
"Namibian Stock Exchange" the Namibian Stock Exchange, an exchange licensed by the Namibian
Financial Institutions Supervisory
Authority and operated under and regulated by the Namibian Stock
Exchanges Control Act, 1
of 1985 (as amended);
"Namibian Stock Exchange Listings Requirements" the listings requirements issued by the Namibia Stock Exchange
under the Namibian Stock Exchanges
Control Act, 1 of 1985 (as amended), required to be observed by
issuers of securities listed
on the Namibian Stock Exchange (as amended);
"Nedbank" Nedbank Group Limited, incorporated and registered in South Africa
with registration number
1966/010630/06;
"Nedbank Namibian Register" the Namibian branch of Nedbank's securities register maintained in
Namibia on behalf of Nedbank
by the Namibian Registrar;
"Nedbank SA Register" Nedbank's principal securities register maintained in South Africa
on behalf of Nedbank by
the SA Registrar;
"Nedbank Shares" ordinary shares of no par value in the issued share capital of
Nedbank;
"Old Mutual" Old Mutual Limited, incorporated and registered in South Africa
with registration number 2017/235138/06;
"Old Mutual Board" the board of directors of Old Mutual;
"Old Mutual DI" a depositary interest held in CREST representing an entitlement to
one underlying Old Mutual
Share registered in Equiniti Financial Services Limited's nominee's
name, Wealth Nominees
Limited, as custodian for each Old Mutual DI and "Old Mutual DIs"
means any or all of them;
"Old Mutual Shareholders" the registered holders of Old Mutual Shares;
"Old Mutual Shares" ordinary shares of no par value in the issued share capital of Old
Mutual;
"OMBN Nominee" Old Mutual (Blantyre) Nominees Limited, incorporated and registered
in Malawi with registered
number 5053;
"OMBN Nominee Register" the register of beneficial entitlements to Old Mutual Shares,
maintained by the OMBN Nominee;
"OMNAN Nominee" Old Mutual (Namibia) Nominees (Proprietary) Limited, incorporated
and registered in Namibia
with registration number 99/083;
"OMNAN Nominee Register" the register of beneficial entitlements to Old Mutual Shares,
maintained by the OMNAN Nominee;
"OMSAN Nominee" Old Mutual (South Africa) Nominees (RF) Proprietary Limited,
incorporated and registered in
South Africa with registration number 1999/004976/07;
"OMSAN Nominee Register" the register of beneficial entitlements to Old Mutual Shares,
maintained by the OMSAN Nominee;
"OMZN Nominee" Old Mutual Zimbabwe Nominees (Private) Limited, incorporated and
registered in Zimbabwe with
corporate registration number 2170/99;
"Overseas Old Mutual Shareholders" Old Mutual Shareholders with a registered address in, or who are
citizens, residents or nationals
of, jurisdictions outside South Africa, Malawi, Namibia, the United
Kingdom or Zimbabwe or
whom Old Mutual reasonably believes to be citizens, residents or
nationals of jurisdictions
outside South Africa, Malawi, Namibia, the United Kingdom or
Zimbabwe;
"Rand" or "ZAR" the lawful currency of South Africa;
"Record Time" 8:00 p.m. (SA time) / 6:00 p.m. (UK time) on Friday, 5 November
2021;
"Register" the securities register of Old Mutual, comprising the SA Register,
the Malawian Register,
the Namibian Register, the UK Register and the Zimbabwean Register,
or where applicable, any
of such Registers;
"Registrar" the SA Registrar, the Namibian Registrar, the Malawian Registrar,
the UK Registrar and the
Zimbabwean Registrar, as applicable;
"SA Nominee" Pacific Custodians Nominees (RF) Proprietary Limited, incorporated
and registered in South
Africa with registration number 2014/113298/07;
"SA Nominee Participant" an Old Mutual Shareholder who is a participant in the SA Nominee
facility pursuant to the
SA Nominee Terms and Conditions;
"SA Nominee Register" the register of beneficial entitlements to Nedbank Shares
maintained by the SA Nominee;
"SA Nominee Terms and Conditions" the terms and conditions under which the SA Nominee provides the SA
Nominee facility, as amended
from time to time, described in paragraph 5.4.1 , a copy of which
is available on Nedbank's
website at www.nedbankgroup.co.za ;
"SA Register" Old Mutual's principal securities register maintained in South
Africa on behalf of Old Mutual
by the SA Registrar;
"SA Registrar" JSE Investor Services Proprietary Limited, incorporated and
registered in South Africa, with
registration number: 2000/007239/07;
"SA Shareholders" Old Mutual Shareholders who hold Old Mutual Shares on the SA
Register;
"SECZ" The Securities and Exchange Commission of Zimbabwe;
"SENS" the Johannesburg Stock Exchange's Stock Exchange News Service;
"South Africa" the Republic of South Africa;
"Strate" Strate Proprietary Limited, incorporated and registered in South
Africa with registration
number 1998/022242/07, which is a registered central securities
depository in terms of the
FMA, and which manages the Strate System;
"Strate System" the system operated for dealings in Uncertificated securities
listed on the Johannesburg Stock
Exchange that take place on the Johannesburg Stock Exchange and for
dealings in Certificated
securities listed on the Johannesburg Stock Exchange that take
place off market;
"Strate System Rules" the depository rules, directives, regulations and notices issued by
Strate from time to time
(as amended);
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"UK Register" the UK branch of Old Mutual's securities register maintained in the
UK on behalf of Old Mutual
by the UK Registrar;
"UK Registrar" Equiniti Limited, incorporated under the laws of England and Wales,
with registration number:
06226088;
"UKLA FCA Rules" together, the listing rules and regulations made by the FCA in its
capacity as the United
Kingdom Listing Authority under Part 6 of FSMA (as amended from
time to time); and contained
in the Financial Services Authority's publication of the same name,
the United Kingdom prospectus
rules made by the FCA pursuant to Part VI of the FSMA, referred to
in section 73A(4) of the
FSMA made under Regulation (EU) No 2017/1129 of the European
Parliament and of the Council
of 14 June 2017 (including any amendments and/or supplements
thereto) as it forms part of
UK domestic law under the European Union (Withdrawal) Act 2018 and
contained in the FCA's
publication of the same name; and the disclosure guidance and
transparency rules made by the
FCA pursuant to section 73A Part 6 of the FSMA (as amended from
time to time);
"Unbundled Nedbank Shares" 62,131,692 Nedbank Shares distributed by Old Mutual to Old Mutual
Shareholders pursuant to
the Unbundling;
"Uncertificated" or "in Uncertificated Form" means:
(i). in relation to SA Shareholders, recorded on the SA
Register as being held in uncertificated
form in the Strate System and title to which, by virtue of the
Companies Act, the FMA and
the Strate System Rules, may be transferred by means of the
Strate System;
(ii). in relation to Malawian Shareholders, recorded on the
Malawian Register as being held
in uncertificated form in the Malawian CSD and title to which
may be transferred by means
of the Malawian CSD;
(iii). in relation to UK Shareholders, recorded on the UK
Register as being held in uncertificated
form in CREST and title to which, by virtue of the
Uncertificated Securities Regulations,
may be transferred by means of CREST; and
(iv). in relation to Zimbabwean Shareholders, recorded on the
Zimbabwean Register as being
held in uncertificated form in the Zimbabwean CSD and title to
which, by virtue of the Zimbabwean
Securities and Exchange Act, may be transferred by means of
the Zimbabwean CSD;
"Zimbabwe" the Republic of Zimbabwe;
"Zimbabwe Stock Exchange" the Zimbabwe Stock Exchange, established under the Zimbabwe Stock
Exchange Act Chapter 24:18,
as subsequently repealed and replaced by Chapter 24:25 of the
Zimbabwean Securities Act, 17
of 2004 (as amended);
"Zimbabwe Stock Exchange Listings Requirements" the listings requirements issued by the Zimbabwe Stock Exchange;
"Zimbabwean CSD" the Central Securities Depository, operated by CDCL, being an
electronic clearing and settlement
environment for securities transactions on the Zimbabwe Stock
Exchange;
"Zimbabwean Custodian" a registered custodian and licensee of the SECZ under the
Zimbabwean Securities and Exchange
Act, being the custodian of the Dematerialised shares deposited in
the Zimbabwean CSD and
tradable on the Zimbabwe Stock Exchange;
"Zimbabwean Nominee" the Corpserve Nominee or the OMZN Nominee as the context requires;
"Zimbabwean Nominee Register" the register of beneficial entitlements to Old Mutual Shares or
Nedbank Shares (as applicable),
maintained by the relevant Zimbabwean Nominee;
"Zimbabwean Register" the Zimbabwean branch of Old Mutual's securities register
maintained in Zimbabwe on behalf
of Old Mutual by the Zimbabwean Registrar;
"Zimbabwean Registrar" Corpserve Registrars (Private) Limited, incorporated and registered
in Zimbabwe, with registration
number: 9988/97;
"Zimbabwean Securities and Exchange Act" the Zimbabwean Securities and Exchange Act, Chapter 24:25 (as
amended); and
"Zimbabwean Shareholders" Old Mutual Shareholders who hold Old Mutual Shares on the
Zimbabwean Register.
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
.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCFEDSWMEFSELS
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October 26, 2021 04:00 ET (08:00 GMT)
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