| Mon 14 Nov 2005, 17:00 | | Old Mutual Plc - Extraordinary General Meeting |
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Old Mutual Plc - Extraordinary General Meeting
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
Extraordinary General Meeting relating to Old Mutual"s Offer for
Skandia - Results of shareholder voting
At an Extraordinary General Meeting of Old Mutual plc held in London earlier
today, all of the resolutions set out in the notice of meeting were voted on by
a poll, and the results of the votes cast on the polls were as follows:
Ordinary Resolutions
Resolution 1 To approve the offer for, and acquisition of,
Forsakringsaktiebolaget Skandia (publ)
In favour Against % in favour
1,835,510,382 150,556,139 92.42
Resolution 2 To authorise the Remuneration Committee to amend the
performance conditions applicable to certain long-term
incentive arrangements granted by the Company
In favour Against % in favour
1,734,209,321 145,741,685 92.25
Resolution 3 To increase the authorised share capital of the Company
In favour Against % in favour
1,856,134,456 147,239,524 92.65
Resolution 4 To grant the Directors authority to allot relevant
securities in connection with the acquisition of Skandia
In favour Against % in favour
1,840,659,990 162,732,113 91.88
Each of the resolutions was accordingly duly passed. Earlier today, Old Mutual
plc announced that the last day for acceptance of its offer for Skandia had been
extended from 21 November to 16 December 2005.
Commenting on the results of today"s votes, Jim Sutcliffe, Chief Executive,
said, "As the weeks have gone by, we have increasingly received the message that
our shareholders are keen to get the deal completed because they know it is the
right thing for us and offers the best growth potential for the future. This is
clearly shown in the voting patterns today and I am delighted with the result."
14 November 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
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: 14/11/2005 05:01:09 PM Produced by the JSE SENS Department
