16th Mar 2006 10:30
Old Mutual PLC16 March 2006 Old Mutual plc Update on Offer for Skandia Acceptances received for 98.59 per cent of Skandia shares on an undiluted basis. Old Mutual plc ('Old Mutual') is pleased to announce that acceptances of itsOffer, up to the close on 14 March 2006, have now been received in respect of1,011,339,683 shares in Forsakringsaktiebolaget Skandia (publ) ('Skandia')representing 98.59 per cent of the total number of shares and votes in Skandiaon an undiluted basis, which represents 98.09 per cent of those shares and voteson a fully diluted basis. Other acceptances, received by 14 March 2006 are inthe process of calculation and validation, and a further announcement will bemade on Wednesday, 22 March 2006. The Offer is now closed. Settlement of valid acceptances received during the final extension of the Offerperiod is expected to take place by 24 March 2006. Now that Old Mutual's interest in the issued share capital of Skandia exceeds 90per cent, it intends to initiate a compulsory purchase process under the SwedishInsurance Business Act in respect of those Skandia shares that are not owned byOld Mutual. Old Mutual intends to commence the process as soon as permittedunder Swedish legislation and this is most likely to be on or after 1 June 2006.The Old Mutual Board will make a further announcement once details arefinalised. Jim Sutcliffe, Chief Executive of Old Mutual, said: "I am delighted that we have reached our goal. We have acquired a great companyand are working with our new colleagues as we get ourselves in shape to takeadvantage of the many opportunities that lie ahead." 16 March 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 21 509 8709Nad 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 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. 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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