Offer for Skandia Update
Old Mutual PLC
26 January 2006
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 now wholly unconditional
Old Mutual plc ('Old Mutual') is pleased to announce that its Offer for
Forsakringsaktiebolaget Skandia (publ) ('Skandia') has been fulfilled and that
its Offer is now declared wholly unconditional. The only remaining outstanding
condition for the Offer, regulatory approval from the insurance regulator in
Poland (Komisja Nadzoru Ubezpieczen i Funduszy Emerytalnych), is waived. Failure
to receive approval from the Polish insurance regulator would only have a
minimal effect on the financial performance of the enlarged group.
Acceptances of the Offer received by the 23 January 2006 have now been validated
in respect of 745,238,795 shares in Skandia representing approximately 72.3 per
cent of the total number of shares and votes in Skandia on a fully diluted
basis.
As a consequence of the Offer being declared wholly unconditional, shareholders
are no longer able to withdraw any Skandia Shares in respect of which valid
acceptances have been received. Skandia Shareholders who have already accepted
the Offer and who wish to receive delivery of their New Old Mutual Shares
through the UK clearing system, CREST, rather than through the VPC in Sweden,
and who have not previously made an election to do so, should contact
Handelsbanken or their custodian as soon as possible to obtain and submit the
necessary form of election before the close of business on Friday 27 January
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.
Trading in the newly issued Old Mutual Shares on the London Stock Exchange is
expected to begin on 1 February 2006, and trading in Old Mutual Shares on the
Stockholm Stock Exchange is expected to begin on 2 February 2006.
The Offer will remain open for final acceptance until close of business on 9
February 2006 and final settlement in respect of valid acceptances received
during the extended Offer period is expected to take place by 17 February 2006.
Further information on synergies is provided in the Appendix to this release.
In accordance with Swedish Takeover Rules, Old Mutual reserves the right to
acquire additional Skandia Shares on the market on the basis stated in the
notice at the end of this release.
A further announcement will be made on 27 January 2006 detailing the final level
of acceptances to be settled on 1 February 2006, as well as the final outcome of
the Mix and Match Facility.
26 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
Synergies
Following the Stockholm Stock Exchange's request for further information and,
with reference to Old Mutual's UK and Swedish prospectuses and our press release
of 21 December 2005, the Old Mutual Board confirms that it believes that a
majority of the synergies communicated to the market will be achieved at the
current acceptance level. Old Mutual will provide an update on the actual
synergies which have been yielded in its annual report and accounts for 2006 in
accordance with the UK Financial Services Authority's Listing Rules.
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.
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