| Wed 21 Dec 2005, 17:30 | | Old Mutual Plc - Old Mutuals Offer For Skandia - F |
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Old Mutual Plc - Old Mutual"s Offer For Skandia - Final Confirmation Of
Acceptance Level
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
Old Mutual"s offer for Skandia - Final Confirmation of Acceptance level
Old Mutual plc (`Old Mutual") is pleased to confirm that acceptances of its
Offer have now been validated in respect of 662,557,994 shares in
Forsakringsaktiebolaget Skandia (publ) (`Skandia") representing approximately
64.28 per cent of the total number of shares and votes in Skandia (on a fully
diluted basis). The Offer for Skandia has been extended and will remain open
for acceptance until 12 January 2006.
Jim Sutcliffe, Chief Executive of Old Mutual, said:
"I"m pleased by the number of smaller shareholders who elected to take shares in
the enlarged group. We now look forward to working with the Skandia Board to
make the necessary arrangements to move forward."
More detailed information on the Mix and Match Facility, tax implications and
synergy benefits is contained in the attached appendices.
21 December 2005
ENQUIRIES:
Old Mutual plc
Malcolm Bell - Investor Relations +44 (0) 20 7002 7166
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 information about Old Mutual plc visit www.oldmutual.com
Appendices
1. Mix and Match Facility
Included in the valid acceptances submitted in relation to the acceptance period
that expired on 16 December 2005 were acceptances in respect of 49,971,559
Skandia shares received from shareholders electing for the basic offer
proportions of shares and cash, and acceptances in respect of 612,586,435
Skandia shares received from shareholders electing under the Mix and Match
Facility. Of those Skandia shares submitted under the Mix and Match Facility, a
total of 8,255,971 Skandia shares were elected for settlement in cash, and a
total of 604,330,464 Skandia shares were elected for settlement in Old Mutual
shares. Accordingly, for shareholders who elected to tender a higher proportion
of their Skandia shares in exchange for the Share Consideration under the Mix
and Match Facility, it is expected that approximately 0.4 per cent. of those
Skandia shares tendered over and above the standard proportions will be
satisfied in accordance with the basic offer proportions.
Shareholders who elected to tender a higher proportion of their Skandia shares
for the Cash Consideration under the Mix and Match Facility, will receive their
election in full. Skandia shareholders who held in aggregate 1,000 or less
Skandia shares on 1 September 2005 and tendered their Skandia shares by 16
December 2005 and who elected to receive cash only under the special guarantee,
will receive Cash Consideration for all their shares.
The exact proportions of cash and shares to be received under the Mix and Match
Facility (other than under the Cash Guarantee) is subject to valid acceptances
not being withdrawn prior to the Offer becoming or being declared unconditional
in all respects, and a definitive figure will be announced at that time. A
worked example illustrating the treatment of shareholders under the Mix and
Match Facility is set out below.
For example, for three shareholders each holding 100,000 Skandia shares:
Election 1 Election 2 Election 3
for shares-for cash for shares-for cash for shares-for cash
100,000 0 80,000 20,000 0 100,000
Allocation 1 Allocation 2 Allocation 3
of shares-of cash of shares-of cash of shares-of cash
60,857 39,143 60,777 39,223 0 100,000
Note: "Allocation" denotes the number of Skandia shares to be settled with the
Share or Cash Consideration.
2. Tax - information to Skandia shareholders resident in Sweden
The following summary of certain tax consequences that may follow from accepting
Old Mutual"s Offer is based on current Swedish tax legislation and is only
intended as general information for shareholders who are resident or domiciled
in Sweden for tax purposes. Each shareholder is recommended to consult a tax
adviser for information with respect to any tax consequences that may arise as a
result of the Offer.
Skandia"s shareholders resident in Sweden will be deemed to have disposed of
their Skandia shares when there is a binding agreement between Old Mutual and
the Skandia shareholder. In a public offer, a binding agreement between the
offeror and a selling shareholder who has previously accepted the offer is
constituted when the offeror - in this case Old Mutual - has declared the offer
unconditional.
As Old Mutual has not yet declared the offer unconditional, Skandia shareholders
will be deemed to have disposed of their shares in 2006 for Swedish capital
gains tax purposes unless the Offer is declared unconditional before then.
3. Synergy Benefits
Although as at 16 December 2005 Old Mutual had received acceptances in respect
of approximately 64.28 per cent. of Skandia shares, the Offer has been extended
until 12 January 2006 to allow for regulatory approvals to be achieved, during
which time additional acceptances may be received.
Owning and managing a majority interest in a business, without wholly owning it,
is a proven part of Old Mutual"s model, as the Old Mutual Group includes
majority stakes in Nedbank and Mutual & Federal. The synergies arising from a
combination of Skandia and Old Mutual identified in the Prospectus dated 7
October 2005 assumed that Old Mutual would acquire 100 per cent. of the issued
share capital of Skandia. Different levels of shareholding allow different
levels of control and different synergy benefits. The main examples are set out
below.
At above 50 per cent. Old Mutual is able under Swedish law to appoint board
members and these board members may influence the board strategy. In this
context it should be noted that Skandia"s listing agreement with the Stockholm
Stock Exchange and the Swedish Corporate Governance Code require that a majority
of the board must be independent from Skandia and its management, and that at
least two of these board members are independent from any shareholder with more
than 10 per cent. of the shares or votes in Skandia, and one of the functions of
this board is to ensure that any action taken by Skandia will be in the interest
of all shareholders.
Once Old Mutual"s ownership is at a level of 66.67 per cent., under Swedish law
it will have the right to change Skandia"s articles.
The 75 per cent. threshold is not relevant in Swedish law but is relevant for UK
tax purposes since that is the threshold at which Old Mutual will be able to
treat UK subsidiaries of Skandia as part of its UK tax group which will enable
it to offset losses that arise in Old Mutual"s UK subsidiaries after the
threshold has been reached with profits that arise in those Skandia subsidiaries
after the threshold has been reached, or vice versa. The 75 per cent. threshold
is however relevant for the Stockholm Stock Exchange"s listing rules - as
Skandia may be required to move its shares from the A list to a more junior
list, for example the O List (as the A list has 25 per cent. free float
requirement).
A holding of 90 per cent. in Skandia would allow Old Mutual to initiate minority
squeeze-out proceedings under Swedish law, and then de-list Skandia.
At levels of share ownership in Skandia below 100 per cent., the synergies will
be lower than those set out in the Prospectus but they will remain significant.
Owing to uncertainty as to the ultimate level of acceptances that will be
achieved and the timing and extent of the synergy benefits that will arise, Old
Mutual is unable to quantity the exact synergy benefits. However, the Old
Mutual Board believes that a majority of those synergy benefits will be achieved
at acceptance levels down to 50 per cent. 1
1 The synergy benefits relate to future actions and circumstances which, by
their nature, involve risks, uncertainties and other factors. Because of this,
the synergy benefits referred to may not be achieved, or those achieved could be
materially different from those estimated.
Please see also the risk factor "Old Mutual may complete the Transaction at a
level of acceptances which does not allow a compulsory acquisition by Old Mutual
of the remaining Skandia Shares" on page 21 in Part II of the Prospectus which
applies equally to information contained in the press release.
Deutsche Bank, which is authorised by Bundesanstalt fur
Finanzdiensleistungsaufsicht (BaFin) and by the Financial Services Authority and
is regulated by the Financial Services Authority for the conduct of UK business,
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.
This announcement includes forward-looking statements about Old Mutual, Skandia
and the Enlarged Group. By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Old Mutual cautions you
that forward-looking statements are not guarantees of future performance and the
Old Mutual Group"s actual results of operations, financial condition and
liquidity, and the development of the industry in which the Old Mutual Group
operates may differ materially from those made in or suggested by the forward-
looking statements contained in this document. Events that may cause actual
results to differ from such forward-looking statements include, but are not
limited to: fluctuations in the capital markets; fluctuations in interest rate
and exchange rates; increased regulation or regulatory scrutiny; the occurrence
of unforeseen disasters or catastrophes; political or economic instability in
their principal markets; adverse outcomes in litigation; and failure to achieve
the benefits of the proposed Transaction. These forward-looking statements speak
only as at the date of this announcement. Except as required by the UK Listing
Authority, the London Stock Exchange or applicable law, Old Mutual does not
undertake any obligation to update or revise publicly any forward-looking
statement, whether as a result of new information, future events or otherwise.
Except as required by the UK Listing Authority, the London Stock Exchange or
applicable law, Old Mutual expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statement
contained herein to reflect any change in Old Mutual"s expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based. In addition, even if the Old Mutual Group"s results of
operations, financial condition and liquidity, and the development of the
industry in which the Old Mutual Group operates are consistent with the forward-
looking statements contained in this announcement, those results or developments
may not be indicative of results or developments in subsequent periods.
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: 21/12/2005 05:30:10 PM Produced by the JSE SENS Department
