Mutual & Federal Insurance Company Limited- Offer Announcement
Mutual & Federal Insurance Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1970/006619/06)
Share code JSE: MAF Share code NSX: MTF
ISIN: ZAE000010823
("Mutual & Federal")
OFFER BY OLD MUTUAL (SOUTH AFRICA) LIMITED ("OMSA") THROUGH ITS
NOMINEE, MUTUAL & FEDERAL INVESTMENTS (PROPRIETARY) LIMITED ("MUTUAL &
FEDERAL INVESTMENTS") TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF
MUTUAL & FEDERAL AND FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
The attention of shareholders is drawn to:
* an announcement dated 20 January 2004 regarding a firm intention to make an
offer by OMSA (or its nominee) to acquire the entire issued share capital of
Mutual & Federal through a scheme of arrangement, or if the scheme was not
successful, by way of a general offer;
* a subsequent announcement published on 8 March 2004 indicating that the Mutual
& Federal board ("the board") had declined to propose the required scheme of
arrangement as it was of the opinion that the terms and conditions of the offer
were not fair and reasonable to Mutual &
Federal shareholders;
* the announcement by Mutual & Federal Investments on 29 March 2004 advising
details of an unconditional offer to shareholders of 1702 cents per share in
cash.
2. ADVICE AND RECOMMENDATION
The board will be issuing a response circular in due course informing
shareholders of the views of the board and the independent advisor on the offer.
Shareholders are urged to take no action until they have read the contents of
the response circular.
3. FURTHER CAUTIONARY ANNOUNCEMENT
Mutual & Federal shareholders are advised to continue exercising caution when
dealing in their Mutual & Federal shares until a further announcement is made.
Johannesburg
29 March 2004
Investment bank, transaction advisor and sponsor to Mutual & Federal
Nedbank Capital
Legal advisors to Mutual & Federal
Webber Wentzel Bowens
Independent advisor to Mutual & Federal
Rand Merchant Bank
Date: 29/03/2004 10:32:19 AM Produced by the JSE SENS Department
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