A regulatory filing published on Friday said Old Mutual shareholder approval will be sought at a general meeting on 25 May 2018. The UK court will also conduct two separate meetings preceding the shareholder vote.
Each shareholder will receive one ordinary share in Quilter and three ordinary shares in Old Mutual Limited for every three shares they held in Old Mutual plc. Old Mutual Limited is the new holding company for of Old Mutual Emerging Markets, a holding in Nedbank and residual Old Mutual plc.
Taking place on 25 June, the Quilter listing will be the first step in a three-stage process to finalise the managed separation. The majority (86.6%) of Quilter’s total issued share capital will be distributed to Old Mutual plc shareholders, while 3.8% will be part of a joint share ownership plan. Old Mutual plc will divest in the remaining 9.6% through a cash placing to institutional investors.
The day after the Quilter listing, Old Mutual Limited will be listed in South Africa, where it will be domiciled and regulated and become the holding company of Old Mutual plc. It will also have a standard listing on the London Stock Exchange and secondary listings on the Malawi Stock Exchange, Namibian Stock Exchange and the Zimbabwe Stock Exchange.
Approximately six months after Quilter and Old Mutual Limited will be listed the latter will distribute 32% of Nedbank ordinary share capital to shareholders on the register at that point in time. Old Mutual Limited will retain a 19.9% minority stake.
The Richard Buxton-led spin out of the single strategy business, Old Mutual Global Investors, was not mentioned in the regulatory filing.
An OMGI spokesperson told Portfolio Adviser they expect the sale to complete after the Quilter listing in June.
“While there are a number of conditions precedent to completion, including regulatory approvals and other closing conditions, all is progressing well and in line with our plans,” the spokesperson said.
As part of the managed separation, Hemphill resigned from the board of Quilter on Thursday, as well as Old Mutual Group Holdings, which is the holding company of Old Mutual Emerging Markets and Nedbank.
Johnson has also resigned from Quilter and her executive responsibilities have been transferred to her successor Caster Troskie, effective from 27 March.
Johnson will remain on the board of Old Mutual Limited as an executive director until 30 June and as a non-executive director until at least March 2019.
An additional Old Mutual filing published today showed Hemphill had been awarded 285,781 shares at a price of £2.421 as part of a conditional award under the company’s share reward plan. Johnson was awarded 40,862 at a price of £2.421.
Expected timetable of managed separation
|Publication of the circular
|First Court meeting – 10.30am
|Second Court meeting – 10.45am
|General meeting – 11.00am
|Last day to trade in Old Mutual plc on the Malawian Register
|Last day to trade in Old Mutual plc on the UK, South African, Namibian and Zimbabwean registers
|Court hearing to sanction the First Scheme
|Court hearing to sanction the Second Scheme
|Admission of Quilter to the London and Johannesburg stock exchanges
|Admission of Old Mutual Limited to Johannesburg, London, Namibian, Zimbabwe and Malawi stock exchanges
|Delisting of Old Mutual plc from the London Stock Exchange
Delisting of Old Mutual plc from the Johannesburg, Namibian, Zimbabwe and the Malawi stock exchanges