Placing Announcement

Old Mutual PLC 06 March 2003 NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS. This announcement is not an offer of the Old Mutual plc shares (the 'ordinary shares') for sale into the United States. The ordinary shares have not been and will not be registered under the US Securities Act of 1933 and may not be offered or sold in the United States unless they are registered or exempt from registration. There will be no public offer of ordinary shares into the United States. OLD MUTUAL PLC Proposed placing of new ordinary shares to raise approximately £36 million Old Mutual plc ('Old Mutual') today announces a placing (the 'Placing') of new ordinary shares to be effected subject to the satisfaction of certain conditions by way of an accelerated bookbuilt placing (the 'Placing Shares') arranged by Merrill Lynch International ('Merrill Lynch') to raise approximately £36 million (after deduction of commissions and expenses). The placing price is subject to agreement between Merrill Lynch and Old Mutual and will be announced as soon as practicable after the close of the accelerated bookbuilding period. The entire Placing represents approximately 1.3 per cent of the current issued ordinary share capital of Old Mutual. The proceeds of the Placing will be used to fund the payment of the second fixed instalment of the payments due to Harold Baxter and Gary Pilgrim, the principals of Old Mutual's US management subsidiary, Pilgrim Baxter & Associates Limited, under the restructuring agreement terms in relation to the Pilgrim Baxter revenue share agreement, announced on 14 March 2002. The book will open with immediate effect and will close no later than 7th March 2003. The Placing is not being made in or into South Africa, Japan, Canada, Namibia, Zimbabwe or Malawi. 6th March 2003 Enquiries: Old Mutual plc, London James Poole, Director of Investor Relations Tel: + 44 20 7569 0100 Don Hope Tel: +44 20 7569 0124 Merrill Lynch Tel: +44 20 7628 1000 Rupert Hume-Kendall Michael Findlay College Hill London Tel: + 44 20 7457 2020 Tony Friend This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any ordinary shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. Merrill Lynch is acting for Old Mutual in connection with the Placing and no one else, and will not be responsible to anyone other than Old Mutual for providing the protections afforded to clients of Merrill Lynch or for giving advice in relation to the Placing. Appendix FURTHER INFORMATION ON THE PLACING The Placing is to be made by Merrill Lynch acting as agent of Old Mutual. The Placing Shares will rank pari passu with Old Mutual's existing ordinary shares of 10p each, including the right to participate in all dividends and other distributions declared, paid or made after the date of this announcement on or in respect of such shares. Accordingly the Placing Shares will rank for the proposed final dividend for the year ended 31 December 2002 of 3.1p per share, announced on 24 February 2003. Placees' commitments to acquire the Placing Shares will be subject to the Placing agreement not being terminated. Commitments to acquire Placing Shares made in the bookbuilding process are not capable of termination or rescission by placees in any circumstances. Confirmation of an allocation of Placing Shares to a placee will constitute the agreement of such placee (subject to the conditions referred to above): (i) to subscribe at the placing price for the number of Placing Shares allocated in a proportion to be determined at the discretion of Merrill Lynch; (ii) that it is not a person in Japan, Canada, South Africa, Namibia, Zimbabwe or Malawi and is outside the United States (as defined in Regulation S under the US Securities Act of 1933 (the 'Securities Act')) or is a 'Qualified Institutional Buyer' (within the meaning of Rule 144A under the Securities Act ); and (iii) that it is a person whose ordinary activities involve acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business if it is in the United Kingdom. Settlement for the Placing Shares is expected to occur three London business days after confirmation of the price and allocation is sent to placees. Any Placing Shares to be placed under the arrangements will be acquired on the basis that the placee has not relied (i) on any information, representation and/ or warranties from Merrill Lynch nor (ii) on any information, representation and /or warranties from Old Mutual save for the information contained in this announcement. Settlement of subscriptions for Placing Shares will only be free of United Kingdom stamp duty and stamp duty reserve tax ('SDRT') if the Placing Shares are not acquired in connection with arrangements to issue depository receipts or to transfer or issue Placing Shares into a clearance service and on the basis that subscribers of Placing Shares are not, and are not acting as nominee or agent for, a person (or its nominee) who is or may be liable for United Kingdom stamp duty or SDRT under Section 67, 70, 93 or 96 of the Finance Act 1986. If all such requirements are not satisfied, or the settlement relates to other dealings in Placing Shares, United Kingdom stamp duty or SDRT may be payable for which neither Old Mutual nor Merrill Lynch will be responsible. The making of an offer in, or to residents or citizens of, certain jurisdictions ('Foreign Shareholders') may be restricted by laws of the relevant jurisdictions. Foreign Shareholders should inform themselves about and observe any such applicable legal requirements in their respective jurisdictions. This announcement does not constitute an offer to sell or issue, or constitute the solicitation of an offer, in any jurisdiction in which such offer is unlawful. Application has been made for the Placing Shares to be admitted to the Official List of the UK Listing Authority and for admission to trading on the London Stock Exchange. Applications will be made for the Placing Shares to be listed on the JSE Securities Exchange South Africa and the Malawi, Namibian and Zimbabwe Stock Exchanges. This information is provided by RNS The company news service from the London Stock Exchange
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