Proposed Acquisition by Nedcor Investment Bank

OLD MUTUAL PLC 28 October 1999 Acquisition by Nedcor Investment Bank Holdings Limited of Edward Nathan & Friedland Inc's Corporate Commercial Business ('the ENF business') Shareholders of Old Mutual plc ('Old Mutual') are referred to the joint announcement by Nedcor Investment Bank Holdings Limited ('NIB'), Nedcor Limited ('Nedcor') and Edward Nathan & Friedland Inc ('ENF') issued today. The text of that announcement is outlined below: 1. Introduction Further to the cautionary announcement by Nedcor Investment Bank Holdings Limited ('NIB') on 25 October 1999, Nedcor Limited, NIB and Edward Nathan & Friedland Inc ('ENF') have concluded a unique agreement in South African history in terms of which a new concept has been born - the merging of the corporate commercial activities of a major law firm with the business of a leading investment bank. For the 1998 year ENF was ranked first in a survey by Ernst & Young in respect of advice given on 89 announced mergers worth R99 billion. Those activities that may be conducted only by legal practitioners, particularly litigation, conveyancing and company registrations, are not being acquired by NIB, but will be conducted as stand alone practices by the partners and personnel currently involved, where clients will continue to enjoy the same standards, service and expertise. The strategic intent of the acquisition by NIB is to create an integrated business which combines the best of legal skills in a commercial context with the best of the financial skills, to the enduring benefit of existing and future clients of the integrated business and to enable it to be at the forefront of meeting the demands which will be made on investment banks in the future both in the region and internationally. A separate division of NIB trading as 'ENF' will include the acquired ENF business which will continue to render commercial and corporate legal advice and services on the same basis as hitherto. It is intended to integrate other advisory services of NIB, when appropriate, into this division. The commitment of ENF to advisory excellence and problem solving will continue unabated as will its focus on training and the recruitment of the top graduates, with particular emphasis on those from previously disadvantaged backgrounds. Michael Katz the senior partner of ENF and at present a director of Nedcor and NIB, will become the chairman of NIB in place of Richard Laubscher, the Nedcor chief executive officer, who, with other Nedcor directors will remain directors of NIB. Izak Botha, as the group managing director will continue to be responsible for the management of the NIB group and implementation of strategy, policy and directives. Nedcor's strategy of consolidating its investment banking activities, culminating in the separate listing of NIB, created the suitable vehicle at an opportune time for this ground breaking acquisition. NIB continues to be a vital part of the Nedcor group with Nedcor holding a significant portion of NIB's equity. It is believed that this transaction will add substantial value, not only to NIB, but to the wider Nedcor group. 2. History and nature of ENF Edward Nathan who founded the firm was admitted to practice as an attorney in 1905. The firm incorporated in 1977. ENF has maintained a well established and dynamic pre-eminence among South African law firms. Recent independent surveys confirm that ENF attracts the major share of South Africa's corporate merger and acquisition work when compared to other law firms. The activities of the ENF business to be acquired by NIB include the following areas: Mergers and Acquisitions Employee benefits and retirement funds structuring Infrastructure finance Tax Competition law Corporate Finance Structured finance International trade and foreign investment Labour Law Intellectual property and trade marks Aviation Environmental regulation Information technology Banking and finance Media, telecommunications Privatisation,private publicand regulatory partnerships and concessions Risk management Mining and energy Sports/sponsorships Healthcare Tourism and Entertainment 3. Salient terms of the agreement 3.1. The ENF business comprises inter alia the names 'Edward Nathan & Friedland' and 'ENF' with the goodwill associated with the ENF business. 3.2. All the partners and the other practitioners in the ENF business will be employed within the NIB group. Appropriate restraints of trade will be given in favour NIB. 3.3. The effective date of the acquisition will be no later than 31 December 1999. 3.4. The purchase price is R400 000 000 which NIB will finance by way of an issue of new NIB shares and/or such other funding instruments as it considers appropriate. 3.5. The acquisition of the ENF business is subject to the condition that the necessary regulatory authorities' consents and approvals are obtained. 4. Financial effects 4.1. It is intended that the attributable intangible value of the ENF business will be written off against NIB's share premium account. 4.2. Had the acquisition of the ENF business been implemented on 30 June 1999, (the date of NIB's unaudited interim financial results), NIB's net asset value per share would have reduced by a maximum of 9 cents per share from 131,6 cents to 122,6 cents per share, a reduction of 6,8%. The effect of the acquisition of the ENF business on NIB's current earnings is not material and the acquisition will significantly underpin NIB's sustainable growth in earnings over a wide spectrum of activities. 5. Rationale 5.1. The acquisition of the ENF business will provide added diversity of a skills base. 5.2. NIB will have the ability to translate ENF's leading advisory role in South Africa, as evidenced by ENF's ranking in the recent survey by Ernst & Young referred to above, into banking assets and transactions. 5.3. NIB will be positioned to take advantage of significant additional deal flow, with the skills to deliver to clients an integrated and efficient all-encompassing legal, corporate finance and transactional services, including the ability to service the needs of governments and authorities both domestically and within the region. 5.4. The international relationships of the ENF business will enhance NIB's skills base and will enable NIB to expand its international activities. 5.5. NIB will be better placed to play a leading role in procuring finance for the development of the SADC region, commercialisation and tourism infrastructure for South Africa. 6. The litigation and conveyancing business of ENF These businesses will not be acquired by NIB for regulatory reasons and will operate as separate law firms owned by the partners who practice in those law firms. These businesses will continue to render legal services in those spheres to the same standards of excellence as is currently the case. 7. The future From the point of view of clients, the ENF business will continue to render value added services to them as it has always done, but with the integrated benefits provided by the NIB group. Issued by: Investor Relations Old Mutual plc London
UK 100

Latest directors dealings