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Implementation of the Old Mutual Bula Tsela Transaction and Dealings in Securities by the Company Secretary

Published: 2022-11-21 18:00:33 ET
<<<  go to JSE:OMU company page
Old Mutual Limited
Incorporated in the Republic of South Africa
Registration number: 2017/235138/06
ISIN: ZAE000255360
LEI: 213800MON84ZWWPQCN47
JSE Share Code: OMU
MSE Share Code: OMU
NSX Share Code: OMM
ZSE Share Code: OMU
("Old Mutual" or “the Company”)


Ref 58/22
21 November 2022


IMPLEMENTATION OF THE OLD MUTUAL BULA TSELA TRANSACTION AND DEALINGS IN SECURITIES
BY THE COMPANY SECRETARY OF OLD MUTUAL


Shareholders are referred to the:


-   circular to shareholders dated 13 July 2022 (“Circular”), and the SENS announcements dated 12 August 2022
    and 4 November 2022, regarding the Company’s transformative broad-based black economic empowerment
    ownership transaction named Old Mutual Bula Tsela (“Transaction”); and

-   Old Mutual Bula Tsela retail offer (“Retail Offer”) prospectus (“Prospectus”) dated 22 August 2022, which included
    an offer of shares in Old Mutual Bula Tsela Retail Scheme (RF) Limited (“RetailCo”) to Eligible Members of the
    Public.


Capitalised terms used in this announcement that are not defined in this announcement bear the meanings ascribed
to them in the Circular.

1. RESULTS OF THE RETAIL OFFER

    In the Prospectus, Old Mutual invited members of the black public, more specifically Black Persons, Black-owned
    Companies and Black-owned Entities (collectively, “B-BBEE Compliant Persons”), to apply for ordinary shares
    in RetailCo (”Bula Tsela Shares”).

    The Company is pleased to announce that the Retail Offer, which closed on 24 October 2022, has been a
    resounding success. Over 38,000 valid applications were received, and the Retail Offer was oversubscribed.
    RetailCo has accordingly raised the amount it requires to subscribe for the Retail Transaction Subscription
    Shares.

    As was announced on 4 November 2022, 9 750 008 Bula Tsela Shares will be issued to successful applicants.

2. BASIS OF ALLOCATION

    An allocation methodology has been applied which seeks to achieve the broadest possible base of B-BBEE
    Compliant Persons. This bottom-up waterfall approach ensures that all valid applicants receive a base allocation
    of Bula Tsela Shares with the balance of the shares being allocated towards applicants who applied for a number
    of Bula Tsela Shares in excess of the base allocation.
3. ISSUE OF BULA TSELA SHARES

  Bula Tsela Shares have been issued to successful Retail Offer applicants today. Applicants will be notified by
  SMS and/or email on or before 9 December 2022 as to the extent to which their applications were accepted and
  the number of Bula Tsela Shares issued to them. To the extent that applications have not been accepted, or
  have been partially accepted, refunds in relation to the unaccepted portions of the applications will be made
  commencing on or about 9 December 2022. No interest will be paid on refunded amounts.


4. IMPLEMENTATION OF THE TRANSACTION

  As was announced on 4 November 2022, all conditions precedent to the Transaction have been fulfilled.

  Accordingly, Old Mutual has today issued 205,326,842 shares in Old Mutual to the Employee Trusts, the
  Community Trust and RetailCo. The JSE has approved the listing of those shares.


5. GRANT OF SHARES IN THE EMPLOYEE TRANSACTION TO THE COMPANY SECRETARY

  In accordance with paragraph 3.63 of the JSE Listings Requirements, shareholders are advised that the Company
  Secretary of Old Mutual has been granted an award in terms of the Employee Transaction (ie the employee leg
  of the Transaction):
   Director                 Elsabé Margaretha Kirsten
   Position                 Company Secretary
   Company                  Old Mutual
   Nature of transactions   Off-market acceptance of forfeitable shares in respect of the Employee
                            Transaction
   Class of Securities      Ordinary shares
   Transaction Date         21 November 2022
   Vesting date             Award vests in tranches of 25% on 21 November 2026, 25% on 21 November
                            2028 and 50% on 21 November 2030. Shares remain restricted until shortly after
                            21 November 2032
   Number of shares         224
   Grant Price per share    224 shares have been issued under the Employee Transaction to the relevant
                            Employee Trust at an issue price of R10.2200 per share. No consideration is
                            payable by the Company Secretary for the award
   Value of Transaction     R2 289.2800
   Nature of interest       Direct beneficial
   Clearance obtained       Yes
   Place of the             XOFF
   transaction


   Director                 Elsabé Margaretha Kirsten
   Position                 Company Secretary
   Company                  Old Mutual
    Nature of transactions    Off-market acceptance of forfeitable shares in respect of the Employee
                              Transaction
    Class of Securities       Ordinary shares
    Transaction Date          21 November 2022
    Vesting date              Award vests in tranches of 25% on 21 November 2026, 25% on 21 November
                              2028 and 50% on 21 November 2030. Shares remain restricted until shortly after
                              21 November 2032.
    Number of shares          896
    Grant Price per share     896 shares have been issued under the Employee Transaction to the relevant
                              Employee Trust at an issue price of R3.3900 per share. No consideration is
                              payable by the Company Secretary for the award
    Value of Transaction      R3 037.4400
    Nature of interest        Direct beneficial
    Clearance obtained        Yes
    Place of the              XOFF
    transaction



Sandton

Corporate Advisers
Tamela Holdings Proprietary Limited
Rand Merchant Bank (a division of FirstRand Bank Limited)


Independent Reporting Accountants and Auditors
Deloitte & Touche


Legal Adviser to Old Mutual
Bowman Gilfillan Inc.


JSE Transaction Sponsor
Merrill Lynch South Africa (Pty) Limited t/a BofA Securities

Sponsors
 Johannesburg Stock Exchange             Merrill Lynch South Africa (Pty) Limited t/a BofA Securities
 Malawi Stock Exchange                   Stockbrokers Malawi Limited
 Namibia Stock Exchange                  PSG Wealth Management (Namibia) (Proprietary) Limited
 Zimbabwe Stock Exchange                 Imara Capital Zimbabwe plc

Enquiries

  Investor Relations
  Bonga Mriga                             M: +27 67 866 6348
  Interim Head: Investor Relations        E: bmriga@oldmutual.com


  Communications
  Vuyo Mtawa                              M: +27 68 422 8125
  Head: Group Communication               E: vmtawa@oldmutual.com
Notes to Editors


About Old Mutual Limited
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 Asia. With 177 years of heritage across sub-Saharan
Africa, Old Mutual is a crucial part of the communities they serve and the broader society on the continent.

For further information on Old Mutual, and its underlying businesses, please visit the corporate website at
www.oldmutual.com.