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Old Mutual Limited Pre-Listing Statement

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Old Mutual Limited Pre-Listing Statement Old Mutual Limited (formerly, Old Mutual Proprietary Limited and K2017235138 (South Africa) Proprietary Limited) (Incorporated in the Republic of South Africa) (Registration number: 2017/235138/06) JSE share code: OMU LSE share code: OMU MSE share code: OMU NSX share code: OMM ZSE share code: OMU ISIN: ZAE000255360 (the “Company”) PROSPECTUS AND PRE-LISTING STATEMENT The definitions and interpretations contained in Annexe 18 to this Pre‑listing Statement apply to this entire document, including this cover page, except where otherwise indicated. This Pre‑listing Statement comprises a combined prospectus and Pre‑listing Statement relating to the Company. This Pre‑listing Statement has been prepared in accordance with the JSE Listings Requirements and the prospectus rules of the UK Financial Conduct Authority (“FCA”) made under section 73A of the United Kingdom’s Financial Services and Markets Act 2000 (as amended) (“FSMA”), as well as, to the extent applicable, the Malawi Stock Exchange Listings Requirements, Namibian Stock Exchange Listings Requirements and the Zimbabwe Stock Exchange Listings Requirements. This Pre‑listing Statement has been approved by the FCA in accordance with Section 87A of the FSMA and made available to the public in accordance with the UK Prospectus Rules. This Pre‑listing Statement does not, nor does it intend to, constitute a “registered prospectus”, as contemplated by the South African Companies Act, 71 of 2008 (as amended) (“Companies Act”). As a result, this Pre‑listing Statement does not comply with the substance and form requirements for prospectuses set out in the Companies Act and the South African Companies Regulations of 2011 and has not been approved by, and/or registered with, the South African Companies and Intellectual Property Commission, or any other South African authority. The JSE has approved this Pre‑listing Statement. This Pre‑listing Statement has been prepared in connection with the Managed Separation, and, unless the context otherwise requires, assumes that the Resolutions proposed in connection with the Managed Separation, which are set out in the Scheme Circular, will be passed at the General Meeting, that the High Court of Justice in England and Wales (“Court”) sanctions the First Scheme and the Second Scheme (“Schemes”) and that the Managed Separation is approved by all relevant regulatory authorities and, save for the Nedbank Unbundling, is implemented. A more detailed description of the Managed Separation is set out on page 210. This Pre‑listing Statement relates to the Admission by way of introduction of the issued Ordinary Shares on the main board of the JSE, as a primary listing, and to the Admission of the Ordinary Shares to the standard listing segment of the official list of the UK Listing Authority (“UK Official List”) and to trading on the London Stock Exchange’s (“LSE”) main market for listed securities, and as secondary listings, the Admission of the issued Ordinary Shares on the Malawi Stock Exchange, Namibian Stock Exchange and Zimbabwe Stock Exchange. An application has been made to: the JSE for the Admission of all of the Company’s issued, and to be issued, Ordinary Shares in the “Life Insurance” sector of the JSE under the abbreviated name “OMUTUAL” and share code “OMU”, as a primary listing; the FCA for all the Ordinary Shares in the capital of the Company, issued and to be issued, to be admitted to the standard listing segment of the UK Official List and to trading on the LSE; and for the Admission of all of the Company’s issued, and to be issued, Ordinary Shares to the Malawi Stock Exchange under the abbreviated name “OMUTUAL” and share code “OMU”, the Namibian Stock Exchange under the abbreviated name “OMUTUAL” and share code “OMM” and the Zimbabwe Stock Exchange on the “Life Insurance” sector of the Zimbabwe Stock Exchange under the abbreviated name “OMUTUAL” and share code “OMU”. The international securities identification number (“ISIN”) for the Ordinary Shares is ZAE000255360. The Admission on each of the JSE and the LSE is not conditional on the Admission on each of the Malawi Stock Exchange, the Namibian Stock Exchange and the Zimbabwe Stock Exchange. However, the Admission to the Malawi Stock Exchange, the Namibian Stock Exchange and the Zimbabwe Stock Exchange is each conditional on the Admission on each of the JSE and the LSE. Accordingly, if for any reason an Admission to the Malawi Stock Exchange, the Namibian Stock Exchange or the Zimbabwe Stock Exchange does not become effective, the Admissions to the JSE and the LSE will still proceed. If the Managed Separation, save for the Nedbank Unbundling, becomes effective, it is expected that the Admissions and unconditional dealings in the Ordinary Shares will commence at the commencement of trading on 26 June 2018. Ordinary Shares will only be traded on the JSE and the Zimbabwe Stock Exchange in Dematerialised or Uncertificated Form and accordingly all holders of Ordinary Shares (“Shareholders”) who hold Ordinary Shares in Certificated Form will have to dematerialise their Ordinary Shares should they wish to trade on the JSE or the Zimbabwe Stock Exchange. The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933 (as amended) (“Securities Act”), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the Ordinary Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an exemption therefrom. The Ordinary Shares are expected to be issued in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Old Mutual plc Shareholders who are affiliates of Old Mutual plc, Old Mutual Wealth plc (“Quilter plc”) or the Company as at the Demerger Effective Time or the Second Scheme Effective Time will be subject to certain US transfer restrictions relating to the Ordinary Shares received in connection with the Schemes. For a description of these and certain further restrictions on offers, sales and transfers of the Ordinary Shares and the distribution of this Pre‑listing Statement, see page i. None of the Ordinary Shares have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this Pre-listing Statement. Any representation to the contrary is a criminal offence in the United States. No Ordinary Shares have been marketed or offered to, nor are any available for purchase, in whole or in part, to any person in any jurisdiction in connection with the Admissions. This Pre‑listing Statement does not constitute an offer or invitation to any person to subscribe for or purchase any Ordinary Shares in the Company in any jurisdiction including an offer to the public or section of the public in any jurisdiction, and is issued in compliance with the JSE Listings Requirements and UK Prospectus Rules as well as, to the extent applicable, the Malawi Stock Exchange Listings Requirements, the Namibian Stock Exchange Listings Requirements and the Zimbabwe Stock Exchange Listings Requirements for the purposes of providing information to Old Mutual plc Shareholders with regard to the Company. As such, there will not be any stabilisation activity in respect of the Ordinary Shares. The Company’s authorised share capital comprised, and will comprise, 10,000,000,000 Ordinary Shares on the Last Practicable Date and the Admission Date, respectively. The Company’s issued share capital comprised 1 Ordinary Share, with a stated capital of R1, on the Last Practicable Date and is expected to comprise 4,932,779,577 Ordinary Shares, and on the Date of Admission, it is expected that the aggregate value of the stated capital in relation to the Ordinary Shares on the Demerger Effective Time will equal the market capitalisation of Old Mutual plc, less the value of Quilter plc at such time. None of the Ordinary Shares are, and will be, held in treasury on the Last Practicable Date and the Admission Date, respectively. The Ordinary Shares issued as part of the Second Scheme will rank pari passu with all of the other Ordinary Shares in issue at the Second Scheme Effective Time in all respects. The Ordinary Shares do not have a par value, and accordingly the Company does not have a share premium account. The Company and the Directors, whose names are set out in paragraph 1.1 of “Part VIII – Management and Corporate Governance” of this Pre‑listing Statement, collectively and individually accept full responsibility for the information contained herein and certify that, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this Pre‑listing Statement is in accordance with the facts and there is no omission likely to affect the import of such information or make any statement false or misleading, and that this Pre‑listing Statement contains all information required by the JSE Listings Requirements and the UK Prospectus Rules as well as, to the extent applicable, the Malawi Stock Exchange Listings Requirements, the Namibian Stock Exchange Listings Requirements and the Zimbabwe Stock Exchange Listings Requirements. The distribution of this Pre‑listing Statement in jurisdictions other than Malawi, Namibia,
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