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Notice of request for written consent of noteholders
OLD MUTUAL LIFE ASSURANCE COMPANY (SOUTH AFRICA) LIMITED
(Registration Number 1999/004643/06)
JSE alpha code: OLDM
(OMLACSA, or the Issuer)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN ACCORDANCE WITH CONDITIONS 18 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 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) pursuant to the section headed “Terms and Conditions
of the Notes” (the Terms and Conditions), in accordance with Condition 18 (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 OMLACSA Programme and the Old Mutual Insure Limited (Old Mutual Insure)
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;
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 OMLACSA and Old Mutual Insure 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 OMLACSA Programme Memorandum.
5. The Issuer seeks the Noteholders’ written consent in accordance with Condition 18 (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 OMLACSA Programme with the Old Mutual Insure 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, OML and Old Mutual Insure
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 Conditions (if any) and Applicable Pricing Supplement(s) of all Notes Outstanding of
the Issuer.
5.2 Extraordinary Resolution No. 2:
THAT the noteholders of the of ZAR2,000,000,000 unsecured subordinated notes (the OML11
Noteholders) issued by OMLACSA on 11 June 2019 (OML11) (the OML11 Notes) consent to:
5.2.1 the removal and release of the Subordinated Guarantee issued by OML from the Terms and
Conditions in the 2019 OMLACSA Programme Memorandum; and
5.2.2 the amendment and restatement of the Applicable Pricing Supplement relating to the issue of
OML11 Notes (the Amended and Restated OML11 Applicable Pricing Supplement) to introduce a
subordinated guarantee by OML for the benefit of the OML11 Noteholders only.
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 Subordinated Guarantee, the Amended and Restated OML11 Applicable
Pricing Supplement and amended and restated Applicable Pricing Supplements of other 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 Resolutions 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 Resolutions 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 18 (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 18 (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)
Extraordinary Resolution
No. 2 (OML11 Notes)
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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