| Wed 12 Oct 2005, 9:00 | | Old Mutual Plc - Swedish Prospectus |
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Old Mutual Plc - Swedish Prospectus
OLD MUTUAL PLC
ISIN CODE: GB0007389926
JSE SHARE CODE: OML
NSX SHARE CODE: OLM
ISSUER CODE: OLOML
This announcement and the information contained herein are restricted and are
not for release, publication or distribution, in whole or in part, in or into
the United States, Canada, Australia or Japan
Swedish Prospectus
Old Mutual, the international financial services group, is today publishing the
prospectus for its SEK 43.5bn offer for Skandia, creating an insurance
powerhouse in four major markets - Sweden, South Africa, the UK and USA.
Old Mutual firmly believes that the enlarged group has a compelling industrial
logic with excellent growth potential. It would be a leader in open
architecture product and independent distribution in the demographically
favoured markets of Europe and North America alongside the group"s powerful
South African operations.
The proposed transaction will preserve and extend the best of Skandia"s business
while equipping the enlarged group with the international scale and financial
muscle to generate enhanced returns for all Skandia stakeholders. Today"s
document outlines significant benefits for Skandia"s shareholders from creating
Europe"s eighth largest life insurer, including:
Old Mutual provides Skandia with a stable, long term, industry owner with the
financial strength to develop Skandia"s business to its full potential
Old Mutual and Skandia together have SEK 2 600 bn (GBP190bn) of funds under
management - one of the largest fund managers in Europe
Skandia will become the group"s "senior product brand" across Europe, preserving
the heritage that Skandia has established
Customers will benefit from the security of a much bigger capital base and
access to leading international product designs
Skandia Liv will operate as a mutual with an independent board based in
Stockholm responsible for its investment policy and with the duty to maximise
the return for customers
Operational headquarters for continental Europe will be Stockholm
Two Swedish directors to join the parent group"s London-based board. Skandia
shareholders will represent 26 per cent of the combined company
The offer price represents a 21 per cent premium to the Skandia share price
before confirmation of talks between the two companies. The offer is a
significant increase over the average share price over the last 12 months
Skandia shareholders have the opportunity to participate in the growth of the
combined group with a significantly increased dividend and embedded value per
share
Skandia shareholders have access to synergy savings of almost SEK 1 billion
Jim Sutcliffe, chief executive of Old Mutual, said: "Old Mutual provides Skandia
with the stable, long term owner it needs. We have the financial strength for
Skandia to prosper in Europe. We believe in the combined group"s potential and
look forward to working with Skandia"s talented workforce. Together we can make
it a reality."
12 October 2005
ENQUIRIES:
Old Mutual plc
Andrew Parkins - Investor Relations +44 (0) 20 7002 7264
Miranda Bellord - Media Relations +44 (0) 20 7002 7133
College Hill
Alex Sandberg +44 (0) 20 7457 2020
Tony Friend +44 (0) 20 7457 2020
For further details about Old Mutual plc visit www.oldmutual.com or
www.oldmutual.se.
Deutsche Bank AG London is acting for Old Mutual plc and no one else in
connection with the Transaction and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to the
Transaction and will not be responsible for providing the protections afforded
to its clients nor for giving advice in relation to the Transaction or any
transaction or arrangement referred to, or information contained in this
announcement.
Merrill Lynch International is acting for Old Mutual plc and no one else in
connection with the Transaction and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to the
Transaction and will not be responsible for providing the protections afforded
to its clients nor for giving advice in relation to the Transaction or any
transaction or arrangement referred to, or information contained in this
announcement.
Lazard & Co., Limited is acting for Old Mutual plc and no one else in connection
with the Transaction and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the Transaction and
will not be responsible for providing the protections afforded to its clients
nor for giving advice in relation to the Transaction or any transaction or
arrangement referred to, or information contained in this announcement.
The Offer, all acceptances and withdrawals thereof or pursuant thereto and all
contracts made pursuant thereto and action taken or made or deemed to be taken
or made under any of the foregoing shall be governed by and construed in
accordance with Swedish law.
The Offer is, subject to certain exceptions, not being made, directly or
indirectly, in or into the United States, Canada, Australia, Japan or any other
jurisdiction where to do so would constitute a violation of the laws of such
jurisdiction, or by use of the mails or by any means or instrumentality
(including without limitation, facsimile transmission, telephone and the
internet) of interstate or foreign commerce, or any facility of a national
securities exchange, of the United States, Canada, Australia or Japan.
Accordingly, copies of this announcement or any accompanying documents are not
being, directly or indirectly, mailed or otherwise distributed, forwarded or
transmitted in, into or from the United States. Any persons receiving such
documents (including, without limitation, custodians, nominees and trustees)
should observe these restrictions and should not, subject to certain exceptions,
mail or otherwise distribute, forward or transmit them in, into or from the
United States or any other jurisdiction where to do so would constitute a
violation of the laws of such jurisdiction, or use such means, instrumentality
or facility in connection with the Offer, and so doing may render invalid any
related purported acceptance of the Offer. Any persons (including, without
limitation, custodians, nominees and trustees) who would or otherwise intend to,
or may have a contractual or other legal obligation to, forward this
announcement or any accompanying documents to the United States should seek
appropriate advice before taking any action.
These materials are not for distribution, directly or indirectly, in or into the
United States. They are not an offer of securities for sale into the United
States. There will be no public offer of the Old Mutual Shares in the United
States.
The New Old Mutual Shares have not been, and will not be, registered under the
US Securities Act of 1933 (the "Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the United States or
under the applicable securities laws of Canada, Australia and Japan.
Accordingly, subject to certain exceptions, the New Old Mutual Shares may not be
offered or sold within the United States or Canada, Australia and Japan or any
other jurisdiction where to do so would constitute a violation of the laws of
such jurisdiction, or to or for the account or benefit of any person in the
United States, Canada, Australia or Japan.
To the extent permissible under applicable law or regulation, and in accordance
with normal Swedish market practice, Old Mutual or its brokers (acting as
agents) may from time to time make certain purchases of, or arrangements to
purchase, directly or indirectly, Skandia Shares or any securities that are
immediately convertible into, exchangeable for, or exercisable for, Skandia
Shares, other than pursuant to the Offer, before, during or after the period in
which the Offer remains open for acceptance. These purchases may occur either in
the open market at prevailing prices or in private transactions at negotiated
prices. Any information about such purchases will be disclosed as required by
law or regulation in Sweden or other relevant jurisdictions.
Date: 12/10/2005 09:00:05 AM Produced by the JSE SENS Department
