Nedbank - relationship agreement conclusion
Nedbank Group shareholders are referred to the announcements published by Nedbank Group on 11 March 2016, 28 June 2016 and 1 November 2017 relating to Old Mutual plcÆs managed separation strategy, which entails, among other things, the creation of a new South African holding company, Old Mutual Ltd. (æOMLÆ). OML will retain a minority shareholding of 19,9% (æStrategic Minority ShareholdingÆ) in Nedbank GroupÆs ordinary shares, held through its shareholder funds, after the implementation of the Old Mutual plc managed separation (æManaged SeparationÆ).
For full details of the Managed Separation, Nedbank Group shareholders are referred to the announcement published by Old Mutual plc on 20 April 2018.
According to the Old Mutual plc announcement, there are three steps to the finalisation of the Managed Separation, the third of which is the proposed reduction of OMLÆs shareholding in Nedbank Group to the Strategic Minority Shareholding through a distribution of Nedbank Group shares to OML shareholders on the OML share register at that time (æNedbank UnbundlingÆ).
As a consequence of the Managed Separation, and in particular the Nedbank Unbundling, Nedbank Group and OML have entered into a relationship agreement (æRelationship AgreementÆ) to govern the terms of their relationship upon completion of the Nedbank Unbundling and to replace the historic relationship agreement between Old Mutual plc and Nedbank Group. A copy of the Relationship Agreement is available for inspection on Nedbank GroupÆs website at www.nedbankgroup.co.za and at NedbankÆs head office at 135 Rivonia Road, Sandown, 2196, South Africa.
The Relationship Agreement deals with, among other things, (i) the commercial basis of the relationship, (ii) governance processes and, in particular, OMLÆs right to nominate one board member to serve on the Nedbank Group and Nedbank Ltd. boards (æOMLÆs Nomination RightÆ), and (iii) the protocols governing any review by OML of the level of its Strategic Minority Shareholding. With specific reference to (ii) above, and to give effect to OMLÆs Nomination Right, OML and/or Old Mutual plc will ensure that two of its three nominated non-executive directors serving on the Nedbank Group and Nedbank Ltd. boards will resign on or before the date of the Nedbank Unbundling.
It is anticipated that the Nedbank Unbundling will take place approximately six months after the OML listing. The exact number and value of Nedbank Group shares that each OML shareholder will receive pursuant to the Nedbank Unbundling will be determined by a number of factors at the time of the Nedbank Unbundling. Assuming that the expected number of OML shares to be issued immediately after the OML listing and the current Nedbank Group shares in issue remain constant until the time of the Nedbank Unbundling, it is expected that OML shareholders will receive approximately three ordinary shares in Nedbank Group for every 100 OML shares held.
Nedbank Group shareholders will be kept appropriately informed of further developments regarding the Managed Separation.