| Fri 19 Mar 2004, 11:11 | | TERMS OF THE NEDCOR RIGHTS ISSUE |
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OLD MUTUAL PLC - TERMS OF THE NEDCOR RIGHTS ISSUE
Not for release, distribution or publication into or in the United States,
Australia, Canada or Japan
ISIN CODE: GB0007389926
JSE SHARE CODE: OML
NSX SHARE CODE: OLM
ISSUER CODE: OLOML
Terms of the Nedcor Rights Issue
The Board of Nedcor Ltd ("Nedcor"), Old Mutual plc"s ("Old Mutual") 52 per cent
owned South African banking subsidiary, has today announced the terms and
pricing of the rights issue announced with the preliminary results of both
companies on 23 February 2004.
Old Mutual shareholders have their attention drawn to the Nedcor Ltd
announcement which is available on the JSE Securities Exchange News Service
(SENS).
The text is also available, on a subscription basis, on the Old Mutual website
at www.oldmutual.com.
Old Mutual has previously announced, pursuant to this Nedcor rights issue, that
the company has undertaken to subscribe in full for their rights under the offer
in respect of Nedcor shares held for the benefit of Old Mutual"s shareholders.
Full details of the rights offer, together with the audited accounts of Nedcor
for the year ending December 31st 2003, will be published in a circular and
listing particulars to Nedcor Ltd shareholders. It is expected that, once the
circular has received all necessary approvals, it will be posted to Nedcor
shareholders on about April 13th 2004.
Old Mutual has underwritten 76 per cent of the issue alongside Merrill Lynch
International and Deutsche Bank who have underwritten the balance.
Old Mutual has previously announced that it may increase its current holding in
Nedcor through the rights issue. Any purchase of rights representing one per
cent or more of the Nedcor equity post the issue, will be announced, within 24
hours, via the JSE Securities Exchange News Service (SENS).
Jim Sutcliffe, Chief Executive Old Mutual plc, reaffirming Old Mutual"s
commitment to support Nedcor, said:
"The Nedcor franchise is good and the rights issue will put the bank in a strong
capital position to carry its business forward. Old Mutual is committed to
taking up its rights in full, and may decide to further increase its stake if a
suitable opportunity arises.
"The price has been set in line with international norms in view of Nedcor"s
large US shareholder base, and encourages all shareholders to participate in
Nedcor"s recovery on an equal basis.
"Strengthening the Nedcor balance sheet, as seen in the stronger assets per
share after the rights issue, together with refocusing Nedcor on its core South
African customers provides the opportunity to build a successful business in
future."
- ends -
19 March 2004
Enquiries:
Old Mutual plc London
James Poole +44 (0)20 7002 7000
Miranda Bellord +44 (0)20 7002 7133
Old Mutual plc South Africa
Nad Pillay +27 (0)82553 7980
College Hill Associates
Tony Friend +44 (0)20 7457 2020
Notes for Editors:
Summary of terms for the Nedcor rights offer is as follows:
Shareholders are being offered rights to purchase 5 new shares for each 12
shares currently held, at a price of R45.00 a share, in order to raise R5.15
billion.
On March 17th 2004 Nedcor shareholders voted by 99.4 per cent to increase the
authorised share capital of Nedcor to 600 million shares from 350 million.
Currently there are 274,754,425 shares in issue and up to 114,481,100 new
Nedcor shares will be offered in the rights issue.
Based on a closing price for Nedcor shares of R60.26 a share on 18 March the
theoretical ex-rights price for the Nedcor shares is R55.77.
Following the rights issue net assets per Nedcor share as at the 31 December
2003 balance sheet date will rise from R42.21 per share to R43.91 a share.
Old Mutual currently owns 52.8% of the Nedcor issued ordinary share capital and
consolidate the results of Nedcor into its own accounts in full.
For release outside the United States only.
This announcement is not an offer for sale of securities in the United States.
Securities may not be sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933, as amended.
Nedcor does not intend to register any portion of the rights issue in the
United States or to conduct a public offering of securities in the United
States. Copies of this announcement are not being made and may not be
distributed or sent into the United States, Australia, Canada or Japan. It may
be unlawful to distribute this announcement in certain other jurisdictions. The
information in this announcement does not constitute an offer of securities for
sale in Canada, Japan or Australia.
This announcement has been issued by Old Mutual plc and is the sole
responsibility of Old Mutual plc. Merrill Lynch International and Deutsche Bank
are acting for Nedcor Limited and no-one else in connection with the rights
issue and will not be responsible to any other person for providing the
protections afforded to clients of Merrill Lynch International and Deutsche Bank
or for providing advice with respect to the rights issue.
This document does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for,
any rights or shares, nor shall it or any part of it nor the fact of its
distribution form the basis of, or be relied on in connection with, any contract
or investment decision in relation thereto.
Prices and values of, and income from, shares may go down as well as up and an
investor may not get back the amount invested. It should be noted that past
performance is no guide to future performance. Persons needing advice should
consult an independent adviser.
Date: 19/03/2004 09:07:25 AM Produced by the JSE SENS Department
