12th Oct 2005 08:00
Old Mutual PLC12 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 theprospectus for its SEK 43.5bn offer for Skandia, creating an insurancepowerhouse in four major markets - Sweden, South Africa, the UK and USA. Old Mutual firmly believes that the enlarged group has a compelling industriallogic with excellent growth potential. It would be a leader in open architectureproduct and independent distribution in the demographically favoured markets ofEurope and North America alongside the group's powerful South Africanoperations. The proposed transaction will preserve and extend the best of Skandia's businesswhile equipping the enlarged group with the international scale and financialmuscle to generate enhanced returns for all Skandia stakeholders. Today'sdocument outlines significant benefits for Skandia's shareholders from creatingEurope'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 Skandiawith the stable, long term owner it needs. We have the financial strength forSkandia to prosper in Europe. We believe in the combined group's potential andlook forward to working with Skandia's talented workforce. Together we can makeit a reality." 12 October 2005 ENQUIRIES: Old Mutual plcAndrew Parkins - Investor Relations +44 (0) 20 7002 7264Miranda Bellord - Media Relations +44 (0) 20 7002 7133 College HillAlex Sandberg +44 (0) 20 7457 2020Tony Friend +44 (0) 20 7457 2020 For further details about Old Mutual plc visit www.oldmutual.com orwww.oldmutual.se. Deutsche Bank AG London 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. 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. 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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