26th Jan 2006 15:30
Old Mutual PLC26 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 outstandingcondition for the Offer, regulatory approval from the insurance regulator inPoland (Komisja Nadzoru Ubezpieczen i Funduszy Emerytalnych), is waived. Failureto receive approval from the Polish insurance regulator would only have aminimal effect on the financial performance of the enlarged group. Acceptances of the Offer received by the 23 January 2006 have now been validatedin respect of 745,238,795 shares in Skandia representing approximately 72.3 percent of the total number of shares and votes in Skandia on a fully dilutedbasis. As a consequence of the Offer being declared wholly unconditional, shareholdersare no longer able to withdraw any Skandia Shares in respect of which validacceptances have been received. Skandia Shareholders who have already acceptedthe Offer and who wish to receive delivery of their New Old Mutual Sharesthrough the UK clearing system, CREST, rather than through the VPC in Sweden,and who have not previously made an election to do so, should contactHandelsbanken or their custodian as soon as possible to obtain and submit thenecessary form of election before the close of business on Friday 27 January2006. Settlement in respect of valid acceptances received by 2 p.m. (UK time) on 26January 2006 is expected to take place on 1 February 2006 for those Shares to besettled 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 isexpected to begin on 1 February 2006, and trading in Old Mutual Shares on theStockholm Stock Exchange is expected to begin on 2 February 2006. The Offer will remain open for final acceptance until close of business on 9February 2006 and final settlement in respect of valid acceptances receivedduring 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 toacquire additional Skandia Shares on the market on the basis stated in thenotice at the end of this release. A further announcement will be made on 27 January 2006 detailing the final levelof acceptances to be settled on 1 February 2006, as well as the final outcome ofthe Mix and Match Facility. 26 January 2006 ENQUIRIES: Old Mutual plcMalcolm Bell - Investor Relations (UK) + 44 (0) 20 7002 7166Miranda Bellord - Media Relations (UK) + 44 (0) 20 7002 7133Deward Serfontein - Investor Relations (SA) + 27 11 523 9616Nad Pillay - Media Relations (SA) + 27 11 523 9612 College HillAlex Sandberg +44 (0) 20 7457 2020Tony Friend +44 (0) 20 7457 2020 For further information about Old Mutual plc visit www.oldmutual.com Appendix SynergiesFollowing the Stockholm Stock Exchange's request for further information and,with reference to Old Mutual's UK and Swedish prospectuses and our press releaseof 21 December 2005, the Old Mutual Board confirms that it believes that amajority of the synergies communicated to the market will be achieved at thecurrent acceptance level. Old Mutual will provide an update on the actualsynergies which have been yielded in its annual report and accounts for 2006 inaccordance with the UK Financial Services Authority's Listing Rules. Deutsche Bank, which is authorised by Bundesanstalt furFinanzdiensleistungsaufsicht (BaFin) and by the Financial Services Authority andis 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 Transactionand will not regard any other person (whether or not a recipient of thisannouncement) as its client in relation to the Transaction and will not beresponsible for providing the protections afforded to its clients nor for givingadvice in relation to the Transaction or any transaction or arrangement referredto, or information contained in this announcement. Merrill Lynch International is acting for Old Mutual plc and no one else inconnection with the Transaction and will not regard any other person (whether ornot a recipient of this announcement) as its client in relation to theTransaction and will not be responsible for providing the protections affordedto its clients nor for giving advice in relation to the Transaction or anytransaction or arrangement referred to, or information contained in thisannouncement. Lazard & Co., Limited is acting for Old Mutual plc and no one else in connectionwith the Transaction and will not regard any other person (whether or not arecipient of this announcement) as its client in relation to the Transaction andwill not be responsible for providing the protections afforded to its clientsnor for giving advice in relation to the Transaction or any transaction orarrangement referred to, or information contained in this announcement.The Offer, all acceptances and withdrawals thereof or pursuant thereto and allcontracts made pursuant thereto and action taken or made or deemed to be takenor made under any of the foregoing shall be governed by and construed inaccordance with Swedish law. The Offer is, subject to certain exceptions, not being made, directly orindirectly, in or into the United States, Canada, Australia, Japan or any otherjurisdiction where to do so would constitute a violation of the laws of suchjurisdiction, or by use of the mails or by any means or instrumentality(including without limitation, facsimile transmission, telephone and theinternet) of interstate or foreign commerce, or any facility of a nationalsecurities exchange, of the United States, Canada, Australia or Japan.Accordingly, copies of this announcement or any accompanying documents are notbeing, directly or indirectly, mailed or otherwise distributed, forwarded ortransmitted in, into or from the United States. Any persons receiving suchdocuments (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 theUnited States or any other jurisdiction where to do so would constitute aviolation of the laws of such jurisdiction, or use such means, instrumentalityor facility in connection with the Offer, and so doing may render invalid anyrelated purported acceptance of the Offer. Any persons (including, withoutlimitation, custodians, nominees and trustees) who would or otherwise intend to,or may have a contractual or other legal obligation to, forward thisannouncement or any accompanying documents to the United States should seekappropriate advice before taking any action. These materials are not for distribution, directly or indirectly, in or into theUnited States. They are not an offer of securities for sale into the UnitedStates. There will be no public offer of the Old Mutual Shares in the UnitedStates. The New Old Mutual Shares have not been, and will not be, registered under theUS Securities Act of 1933 (the "Securities Act") or with any securitiesregulatory authority of any state or other jurisdiction of the United States orunder the applicable securities laws of Canada, Australia and Japan.Accordingly, subject to certain exceptions, the New Old Mutual Shares may not beoffered or sold within the United States or Canada, Australia and Japan or anyother jurisdiction where to do so would constitute a violation of the laws ofsuch jurisdiction, or to or for the account or benefit of any person in theUnited States, Canada, Australia or Japan. This announcement includes forward-looking statements about Old Mutual, Skandiaand the Enlarged Group. By their nature, forward-looking statements involverisks and uncertainties because they relate to events and depend oncircumstances that may or may not occur in the future. Old Mutual cautions youthat forward-looking statements are not guarantees of future performance and theOld Mutual Group's actual results of operations, financial condition andliquidity, and the development of the industry in which the Old Mutual Groupoperates may differ materially from those made in or suggested by theforward-looking statements contained in this document. Events that may causeactual results to differ from such forward-looking statements include, but arenot limited to: fluctuations in the capital markets; fluctuations in interestrate and exchange rates; increased regulation or regulatory scrutiny; theoccurrence of unforeseen disasters or catastrophes; political or economicinstability in their principal markets; adverse outcomes in litigation; andfailure to achieve the benefits of the proposed Transaction. Theseforward-looking statements speak only as at the date of this announcement.Except as required by the UK Listing Authority, the London Stock Exchange orapplicable law, Old Mutual does not undertake any obligation to update or revisepublicly any forward-looking statement, whether as a result of new information,future events or otherwise. Except as required by the UK Listing Authority, theLondon Stock Exchange or applicable law, Old Mutual expressly disclaims anyobligation or undertaking to release publicly any updates or revisions to anyforward-looking statement contained herein to reflect any change in Old Mutual'sexpectations with regard thereto or any change in events, conditions orcircumstances on which any such statement is based. In addition, even if the OldMutual Group's results of operations, financial condition and liquidity, and thedevelopment of the industry in which the Old Mutual Group operates areconsistent with the forward-looking statements contained in this announcement,those results or developments may not be indicative of results or developmentsin subsequent periods. To the extent permissible under applicable law or regulation, and in accordancewith normal Swedish market practice, Old Mutual or its brokers (acting asagents) may from time to time make certain purchases of, or arrangements topurchase, directly or indirectly, Skandia Shares or any securities that areimmediately convertible into, exchangeable for, or exercisable for, SkandiaShares, other than pursuant to the Offer, before, during or after the period inwhich the Offer remains open for acceptance. These purchases may occur either inthe open market at prevailing prices or in private transactions at negotiatedprices. Any information about such purchases will be disclosed as required bylaw or regulation in Sweden or other relevant jurisdictions. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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