Swedish Prospectus

Old Mutual PLC 12 October 2005 Old Mutual plc 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 Swedish Prospectus Old Mutual, the international financial services group, is today publishing the prospectus for its SEK 43.5bn offer for Skandia, creating an insurance powerhouse in four major markets - Sweden, South Africa, the UK and USA. Old Mutual firmly believes that the enlarged group has a compelling industrial logic with excellent growth potential. It would be a leader in open architecture product and independent distribution in the demographically favoured markets of Europe and North America alongside the group's powerful South African operations. The proposed transaction will preserve and extend the best of Skandia's business while equipping the enlarged group with the international scale and financial muscle to generate enhanced returns for all Skandia stakeholders. Today's document outlines significant benefits for Skandia's shareholders from creating Europe's eighth largest life insurer, including: •Old Mutual provides Skandia with a stable, long term, industry owner with the financial strength to develop Skandia's business to its full potential •Old Mutual and Skandia together have SEK 2 600 bn (£190bn) of funds under management - one of the largest fund managers in Europe •Skandia will become the group's 'senior product brand' across Europe, preserving the heritage that Skandia has established •Customers will benefit from the security of a much bigger capital base and access to leading international product designs •Skandia Liv will operate as a mutual with an independent board based in Stockholm responsible for its investment policy and with the duty to maximise the return for customers •Operational headquarters for continental Europe will be Stockholm •Two Swedish directors to join the parent group's London-based board. Skandia shareholders will represent 26 per cent of the combined company •The offer price represents a 21 per cent premium to the Skandia share price before confirmation of talks between the two companies. The offer is a significant increase over the average share price over the last 12 months •Skandia shareholders have the opportunity to participate in the growth of the combined group with a significantly increased dividend and embedded value per share •Skandia shareholders have access to synergy savings of almost SEK 1 billion Jim Sutcliffe, chief executive of Old Mutual, said: 'Old Mutual provides Skandia with the stable, long term owner it needs. We have the financial strength for Skandia to prosper in Europe. We believe in the combined group's potential and look forward to working with Skandia's talented workforce. Together we can make it a reality.' 12 October 2005 ENQUIRIES: Old Mutual plc Andrew Parkins - Investor Relations +44 (0) 20 7002 7264 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 details about Old Mutual plc visit www.oldmutual.com or www.oldmutual.se. Deutsche Bank AG London 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. 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. This information is provided by RNS The company news service from the London Stock Exchange
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