| Wed 22 Mar 2006, 13:00 | | Old Mutual Plc - Update on Old Mutuals Offer for S |
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OML
OLOML
Old Mutual Plc - Update on Old Mutual"s Offer for Skandia - Final acceptance
level and settlement
OLD MUTUAL PLC
ISIN CODE: GB0007389926 & JSE SHARE CODE: OML
NSX SHARE CODE: OLM
ISSUER CODE: OLOML
Update on Old Mutual"s Offer for Skandia
Final acceptance level and settlement
Old Mutual plc ("Old Mutual") is pleased to confirm that acceptances of its
Offer received between 9 February 2006 and close of the Offer on 14 March 2006
have now been validated in respect of 89,715,247 shares in
Forsakringsaktiebolaget Skandia (publ) ("Skandia"). When added to those Skandia
shares that had already been acquired at the previous closing date of 9 February
2006, this brings the aggregate interest of Old Mutual to 1,012,714,276 shares,
which represents approximately 98.73 per cent of the total number of shares and
votes in Skandia on an undiluted basis and 98.23 per cent of shares and votes in
Skandia on a fully diluted basis.
Settlement in respect of valid acceptances of Old Mutual"s offer for Skandia
received by 14 March 2006 is expected to take place tomorrow for shares settled
through CREST, and on Friday, 24 March 2006 for shares settled through the VPC
in Sweden.
Application has been made to the UK Listing Authority for the listing of
123,077,299 Ordinary Shares of 10 pence each in Old Mutual to the Official List
and to the London Stock Exchange for these shares to be admitted to trading.
These shares will rank pari passu with the existing shares in issue and are
being issued and allotted as part of the consideration payable for Old Mutual"s
acquisition of shares in Skandia. Applications are also being made for these
shares to be admitted to listing on the Johannesburg, Stockholm, Namibia,
Zimbabwe and Malawi Stock Exchanges.
To date, Old Mutual have not acquired any Skandia shares except those acquired
under the terms of the Offer. However, following finalisation of the Offer, Old
Mutual reserves the right to purchase Skandia shares in the market.
22 March 2006
ENQUIRIES:
Old Mutual plc
Malcolm Bell - Investor Relations (UK) + 44 (0) 20 7002 7166
Katie Bell - Media Relations (UK) + 44 (0) 20 7002 7163
Deward Serfontein - Investor Relations (SA) + 27 21 509 8709
Nad Pillay - Media Relations (SA) + 27 21 504 8026
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
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: 22/03/2006 01:00:20 PM Produced by the JSE SENS Department
