Old Mutual : Launch of accelerated offering of Nedbank Group Limited ordinary shares

Old Mutual shareholders ('Shareholders') are referred to the completion announcement published on the Stock Exchange News Services of the JSE Limited ('JSE'), the London Stock Exchange, the Malawi Stock Exchange, the Namibian Stock Exchange and the Zimbabwe Stock Exchange (collectively 'News Services') dated 15 October 2018 respectively wherein it was announced that Old Mutual had successfully unbundled the majority of its shareholding in the issued share capital of Nedbank Group Limited ('Nedbank') to its Shareholders ('Unbundling').

Shareholders are also referred to the detailed terms of the Unbundling, as set out in the announcement published on the News Services dated 26 September 2018 ('Unbundling Announcement'). Under the terms of the Unbundling, eligible Shareholders (which term excludes certain restricted foreign Shareholders affected by the laws of their relevant jurisdiction) received 3.21176 ordinary shares in Nedbank (listed on the JSE and the Namibian Stock Exchange) ('Unbundled Nedbank Shares'), for every 100 Old Mutual shares held.

As per the Unbundling Announcement, the Unbundled Nedbank Shares could be delivered to Shareholders in the United States ('US Old Mutual Shareholders') provided they were 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 of 1933. Each US Old Mutual Shareholder that was eligible to receive Unbundled Nedbank Shares in terms of the Unbundling was required to execute and submit an investor letter in a prescribed form by 5:00 pm SA time on Friday, 12 October 2018 to Link Market Services Proprietary Limited ('Link'), Old Mutual's registrar. Following the close of business on Friday, 12 October 2018, Link notified Old Mutual that US Old Mutual Shareholders entitled to receive 5,494,762 Unbundled Nedbank Shares had not submitted such investor letters and are therefore restricted from receiving the relevant Unbundled Nedbank Shares (' Restricted US Old Mutual Shareholders'). In accordance with the terms of the Unbundling set out in the Unbundling Announcement, such Unbundled Nedbank Shares will be aggregated and disposed in an orderly manner in the market on behalf of and for the benefit of Restricted US Old Mutual Shareholders as soon as is reasonably practicable after the implementation of the Unbundling at the best price that can reasonably be obtained at the time of the sale and the proceeds (determined on the basis set out in the Unbundling Announcement) paid to the relevant Restricted US Old Mutual Shareholders. Due to the number of such Unbundled Nedbank Shares to be sold by Old Mutual on behalf of Restricted US Old Mutual Shareholders, Old Mutual has resolved to proceed with the sale by way of an accelerated bookbuild offering ('Placing').

The Placing
In terms of the Placing, up to 5,494,762 Unbundled Nedbank Shares ('Placing Shares') will become available for sale to select institutional investors. The books of the Placing will open with immediate effect. The timing of closing of the books will be at the absolute discretion of the Manager (as defined below). Pricing and allocations of the Placing will be determined as soon as practicable following the closing of the book. The sale is subject to demand, price and market conditions.

The Placing process will be subject to normal share trading practices, the relevant rules, regulations and procedures of the JSE, the applicable law and the settlement authority of Strate Proprietary Limited. Merrill Lynch International ('BofA Merrill Lynch' or 'Manager') is acting as the sole global coordinator and bookrunner in relation to the Placing. Old Mutual is conducting the Placing on an undocumented basis - no prospectus, offering circular, pre-listing statement or other offering document has been or will be published in connection with the Placing. Potential investors in the Placing should take into account all publicly available information in relation to Nedbank before making an investment decision. If the Placing does not result in the full intended sale volume of 5,494,762 Placing Shares, Old Mutual intends to effect the full sell down of such shortfall in an orderly manner in the future, as market conditions allow.

The remaining ordinary shares in Nedbank held by Old Mutual will be subject to a lock-up period from the date of this announcement until the date which is 90 days after the closing date of the Placing, which is expected to be on Monday, 16 January 2019, save for certain exceptions and waiver by BofA Merrill Lynch (consent to such waiver not to be unreasonably withheld).

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