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OLD MUTUAL INSURE LIMITED - Notice of request for written consent of noteholders

Release Date: 20/01/2020 12:30
Code(s): OMI01     PDF:  
Wrap Text
Notice of request for written consent of noteholders

OLD MUTUAL INSURE LIMITED
(Registration Number 1970/006619/06)
JSE alpha code: MFEI
(Old Mutual Insure, or the Issuer)

 NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN ACCORDANCE WITH CONDITIONS 17 OF THE
                        TERMS AND CONDITIONS OF THE SUBORDINATES NOTES

1.    This notice of request for consent (this Consent Request) is delivered by the Issuer to each holder of
      Notes (the Noteholders) issued under the Issuer’s ZAR1,000,000,000 unsecured subordinated callable
      note programme (the Old Mutual Insure Programme), established pursuant to a programme
      memorandum dated 13 November 2017 (which was amended and restated on 3 April 2019) (the 2019
      Old Mutual Insure Programme Memorandum) pursuant to the section headed “Terms and Conditions of
      the Notes” (the Terms and Conditions), in accordance with Condition 17 (Notices) of the Terms and
      Conditions for the purposes of obtaining the relevant Noteholders’ written consent for the passing of the
      Extraordinary Resolutions in paragraph 5 below.

2.    The purpose of this Consent Request is to seek approval from the Noteholders for the implementation of
      the proposed Old Mutual Limited Group’s (the Group) consolidated multi-issuer note programme (the
      Multi-Issuer Note Programme), by creating a consolidated Multi-Issuer Note Programme, which would
      comprise of inter alia:

2.1      the existing Old Mutual Insure Programme and Old Mutual Life Assurance Company (South Africa)
         Limited (OMLACSA) ZAR10,000,000,000 unsecured subordinated callable note programme (the
         OMLACSA Programme) established pursuant to a programme memorandum dated 25 October 2005
         (which was amended and restated on 4 September 2014 and 23 May 2019) (the 2019 OMLACSA
         Programme Memorandum); and

2.2      introducing Old Mutual Limited (OML) as an additional issuer to the Multi-Issuer Note Programme.

3.    The Group wishes to establish the Multi-Issuer Note Programme, pursuant to a multi-issuer programme
      memorandum (the Multi-Issuer Programme Memorandum), in terms of which:

3.1      Old Mutual Insure and OMLACSA may from time to time issue subordinated notes (the Subordinated
         Notes), that may be guaranteed by OML, pursuant to the terms and conditions of the Subordinated
         Notes (the Subordinated Terms and Conditions); and/or

3.2      OML may from time to time issue senior unsubordinated notes (the Senior Notes) pursuant to the
         terms and conditions of the Senior Notes and/or Subordinated Notes pursuant to the Subordinated
         Terms and Conditions (the Senior Notes, together with the Subordinated Notes, the Notes).

4.    Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto
      in the 2019 Old Mutual Insure Programme Memorandum.

5.    The Issuer seeks the Noteholders’ written consent in accordance with Condition 17 (Notices) of the
      Terms and Conditions to pass the following Extraordinary Resolutions:

5.1      Extraordinary Resolution No. 1:

         THAT the Noteholders of all Notes Outstanding consent to:

5.1.1          the consolidation of the Old Mutual Insure Programme with the OMLACSA Programme, to create
               the Multi-Issuer Note Programme with a programme size of up to ZAR25,000,000,000 pursuant to
               the Multi-Issuer Programme Memorandum, which will allow the Issuer, OMLACSA and OML to issue
               Notes from time to time; and

5.1.2          subject to the passing of Extraordinary Resolution 5.1.1 above, any consequential changes to the
               Terms and Condition (if any)s and Applicable Pricing Supplement(s) of all Notes Outstanding of
               the Issuer.

6.      The draft Multi-Issuer Programme Memorandum which will apply to all Notes issued or to be issued under
        the     Multi-Issuer   Note       Programme      is    available    on    the    Issuer’s   website    at
        https://www.oldmutual.com/investor-relations/debt-investors/debt-investor-overview.

7.      The amended and restated Applicable Pricing Supplements of all Notes Outstanding are available on
        the   Issuer’s   website   at   https://www.oldmutual.com/investor-relations/debt-investors/debt-investor-
        overview.

8.      The Noteholders are requested to provide their consent to the abovementioned proposals by voting in
        relation to the Extraordinary Resolution specified in the Consent Notice annexed hereto as Annexure A
        and delivering same to the registered office of the relevant Participant that provided said Noteholder
        with the Consent Notice, and providing a copy thereof to the Issuer, for the attention of Ms Menique
        Botha and e-mailed to meniqueb@nedbank.co.za, by no later than 17h00 on 17 February 2020 in
        accordance with the terms and conditions of Annexure A. The relevant Participant will then notify Strate
        Proprietary Limited of the total number of Consent Notices received, containing votes both in favour
        and not in favour of the proposed Extraordinary Resolution and any abstentions.

9.      This Notice is being delivered to Strate Proprietary Limited in accordance with Condition 19 (Meetings of
        Noteholders/Consent Process) of the Terms and Conditions as read with Condition 17 (Notices) of the
        Terms and Conditions. The record date to be recorded in the Register to receive this Consent Request is
        20 January 2020.
 
                                                ANNEXURE A

For completion by Noteholders in terms of Condition 19 (Meetings of Noteholders / Consent Process) of the
Terms and Conditions.

                                               CONSENT NOTICE

A.     We refer to the Notice of request for written consent of Noteholders dated on or about ___________ 2020
       and provided in accordance with Condition 19 (Meetings of Noteholders / Consent Process) of the
       Terms and Conditions as read with Condition 17 (Notices) of the Terms and Conditions (the Consent
       Request).

B.     Defined terms used in this Consent Notice (the Consent Notice) shall have the meanings given to them
       in terms of the Terms and Conditions unless otherwise indicated.


I/We

being a holder/holders of Notes issued by the Issuer under the Programme hereby confirm:

1.     I/We currently hold (insert Nominal Amount of Notes held) with Stock Code (insert).

2.     We acknowledge receipt of the Consent Request, in which the Issuer seeks the written consent of
       Noteholders to agree to the proposed Amendment and to authorise the Noteholder’s Trustee to
       provide the necessary consent to allow the Issuer to amend the Issuer’s memorandum of incorporation,
       as specified in the Consent Request.

3.     We hereby confirm our vote in respect of the Extraordinary Resolutions proposed by marking the
       relevant Column “For”, “Against” or “Abstain” below:

                                  FOR                         AGAINST                  ABSTAIN

       Extraordinary Resolution
       No. 1(All Noteholders)


SIGNED at _________________ on this the _________ day of ____________ 2020.


For and on behalf of
(INSERT NOTEHOLDER)


_________________________________                        _________________________________
Name:                                                    Name:
Capacity: Authorised signatory                           Capacity: Authorised signatory
Who warrants his/her authority hereto                    Who warrants his/her authority hereto
                                                          NOTES

This Consent Notice must be lodged with the relevant Participant of each Noteholder (that provided said
Noteholder with the Consent Notice), as follows:

1.    in respect of the relevant Participant, either the original form may be lodged at the registered address
      of such Participant or a copy of the form may be faxed or emailed to such Participant (with the original
      to follow shortly thereafter);

2.    on receipt of this Consent Notice, the relevant Participant must then notify Strate Proprietary Limited of
      the total number of Consent Notices received, both in favour and not in favour of the proposed
      resolutions and any abstentions by fax to Strate Proprietary Limited for the attention of Mr Steven Ingleby
      at   fax   number    +27   11    759   5500)   or    by   e-mail   to   steveni@strate.co.za   copying   Strate-
      CDAdmin@strate.co.za by no later than 17:00 on 17 February 2020; and

3.    a copy of the form must be faxed to the Issuer, for the attention of Ms Menique Botha and e-mailed to
      meniqueb@nedbank.co.za, by no later than 17h00 on 17 February 2020


Debt Sponsor
Nedbank Corporate and Investment Banking

20 January 2020

Date: 20-01-2020 12:30:00
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