| Fri 27 Jan 2006, 14:30 | | Old Mutuals offer for Skandia - Updated Acceptance |
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OML
OLOML
Old Mutual"s offer for Skandia - Updated 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 - Updated Acceptance level
Old Mutual plc (`Old Mutual") is pleased to confirm that acceptances of its
Offer received by 26 January 2006 have now been validated in respect of
743,555,248 shares in Forsakringsaktiebolaget Skandia (publ) (`Skandia")
representing approximately 72.1 per cent of the total number of shares and votes
in Skandia on a fully diluted basis.
As announced on 26 January, the Offer for Skandia is now wholly unconditional
and has been extended for final acceptance until close of business on 9 February
2006. Settlement in respect of valid acceptances received by 2 p.m. (UK time)
on 26 January 2006 is expected to take place on 1 February 2006 for those shares
to be settled through CREST, and on 2 February 2006 for those settled through
the VPC.
Shareholders who elected for more shares under the Mix and Match Facility should
note that a small adjustment to the proportion of shares subject to the Mix and
Match arrangement has been made to take account of acceptances withdrawn
following the closing of that alternative on 16 December 2005. Details of this
are set out in the Appendix to this announcement.
27 January 2006
ENQUIRIES:
Old Mutual plc
Malcolm Bell - Investor Relations (UK) + 44 (0) 20 7002 7166
Miranda Bellord - Media Relations (UK) + 44 (0) 20 7002 7133
Deward Serfontein - Investor Relations (SA) + 27 11 523 9616
Nad Pillay - Media Relations (SA) + 27 11 523 9612
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
Appendix
Mix and Match Facility
As announced on 21 December 2005, 612,586,435 Skandia Shares were tendered for
acceptance under the Mix and Match Facility. This facility was closed to
further acceptances after 16 December 2005, and as stated previously, the exact
proportions of cash and shares to be received under the Mix and Match Facility
(other than under the Cash Guarantee) were subject to valid acceptances not
being withdrawn prior to the Offer becoming or being declared unconditional in
all respects, with a definitive figure to be announced at that time.
As a result, Old Mutual is pleased to announce today that shareholders who
elected to tender more than 39.3 per cent of their Skandia Shares for the Cash
Consideration under the Mix and Match Facility, will still receive their
elections in full. However, for shareholders who elected to tender more than
60.7 per cent of their Skandia Shares in exchange for the Share Consideration
under the Mix and Match Facility, it is expected that approximately 0.3 per cent
of those Skandia Shares tendered over and above the standard proportions will be
satisfied for Share Consideration.
A worked example of the definitive results of the Mix and Match arrangement is
set out below.
For three shareholders each holding 100,000 Skandia shares:
Election 1 Election 2 Election 3
- for shares - for - for - for cash - for - for cash
cash shares shares
100,000 0 80,000 20,000 0 100,000
Allocation 1 Allocation 2 Allocation 3
- of shares - of - of shares - of cash - of shares - of cash
cash
60,818 39,182 60,758 39,242 0 100,000
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: 27/01/2006 02:30:10 PM Produced by the JSE SENS Department
