LONDON, May 30, 2002 (PRIMEZONE) -- Old Mutual plc ("Old Mutual") has granted conditional early release of the lock-up arrangements entered into with St. Paul Fire and Marine Insurance Company, a subsidiary of The St. Paul Companies, Inc. ("St. Paul") (NYSE:SPC), to allow a placing (the "Placing") of the 190,356,631 ordinary shares in Old Mutual held by St. Paul. Old Mutual has also granted to Merrill Lynch International ("Merrill Lynch"), on behalf of the managers of the Placing, an over-allotment option of up to 38,071,326 new ordinary shares.
The entire Placing, together with the new ordinary shares issued pursuant to the over-allotment option, if exercised in full, would represent approximately 6% of the enlarged issued ordinary share capital of Old Mutual.
The lock-up arrangements were entered into at the time of issue of the ordinary shares now held by St. Paul as part of the consideration for the acquisition by Old Mutual of Fidelity and Guaranty Life Insurance Company. Release of the lock-up is conditional on completion of the Placing. No additional payment will be made by either party under the cap and collar arrangement entered into at the time of issue of such ordinary shares.
Merrill Lynch is acting as global co-ordinator and Joint Bookrunner to the Placing. UBS AG, through UBS Warburg ("UBS Warburg"), is acting as Joint Bookrunner to the Placing and Lehman Brothers International (Europe) ("Lehman Brothers") as Co-Manager to the Placing. The Placing is conditional on the matters described in the Appendix to this announcement and will be conducted in accordance with the terms and conditions set out in the Appendix.
The Placing will be effected by way of an accelerated bookbuilt-placing of 190,356,631 ordinary shares held by St. Paul and a further 38,071,326 existing or new ordinary shares in Old Mutual, subject to agreement between Old Mutual, St. Paul, Merrill Lynch, UBS Warburg and Lehman as to the placing price in respect of the ordinary shares at the close of the accelerated bookbuilding period.
The book will open with immediate effect and will close no later than 31 May 2002. Details of the Placing, including pricing, will be announced as soon as practicable after the Placing closes.
In connection with the Placing, Old Mutual has agreed to grant to Merrill Lynch, on behalf of all of the managers of the Placing, an over-allotment option to subscribe or procure subscribers for up to 38,071,326 new ordinary shares in Old Mutual. This option may be exercised, in whole or in part, up to close of business on the 30th day after completion of the Placing. In connection with the Placing, Merrill Lynch may effect transactions with a view to supporting the market price of ordinary shares of Old Mutual at a level higher than that which might otherwise prevail, for a period of 30 days after the closing of the Placing. However, there is no obligation on Merrill Lynch to do this. Such stabilizing, if commenced, may be discontinued at any time, and must be brought to an end by no later than 30 days after the closing of the Placing.
The Placing is not being made into South Africa, Namibia, Zimbabwe or Malawi.
This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any Old Mutual shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
Merrill Lynch is acting for St. Paul and Old Mutual in connection with the Placing and no one else, and will not be responsible to anyone other than St. Paul and Old Mutual for providing the protections afforded to clients of Merrill Lynch or for giving advice in relation to the Placing.
UBS Warburg is acting for St. Paul and Old Mutual in connection with the Placing and no one else, and will not be responsible to anyone other than St. Paul and Old Mutual for providing the protections afforded to clients of UBS Warburg or for giving advice in relation to the Placing.
FSA / Stabilization APPENDIX
FURTHER INFORMATION ON THE PLACING
The Placing is to be made by Merrill Lynch, UBS Warburg and Lehman, each acting as agents of St. Paul and Old Mutual.
The ordinary shares the subject of the Placing and any new ordinaryshares allotted will rank pari passu with Old Mutual's existingordinary shares of 10p each, including the right to participate inall dividends and other distributions declared, paid or made afterthe date of this announcement on or in respect of such shares savethat Placees will not be entitled to receive the final dividend of3.1p per share to be paid on May 31, 2002, (the record date for whichhas already passed).
Placees commitments to acquire the Placing shares will be subject tothe Placing agreement not being terminated. Commitments to acquireshares made in the bookbuilding process are not capable oftermination or rescission by placees in any circumstances.Confirmation of an allocation of ordinary shares to a placee willconstitute the agreement of such placee (subject to the conditionsreferred to above):
(i) to purchase or subscribe at the placing price for the number of
ordinary and/or new ordinary shares allocated in a proportion to
be determined at the discretion of Merrill Lynch and UBS Warburg;
(ii) that it is not a person in Japan, or Canada, South Africa,
Namibia, Zimbabwe or Malawi and is outside the United States
(as defined in Regulation S under the Securities Act of 1933)
or is a "Qualified Institutional Buyer" (within the meaning of
Rule 144A under the Securities Act of 1933); and
(iii) that it is a person whose ordinary activities involve acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of its business if it is in the United
Kingdom.
Settlement for the ordinary shares is expected to occur three Londonbusiness days after confirmation of the price and allocation is sentto placees.
Any ordinary shares to be placed under the arrangements will beacquired on the basis that the placee has not relied (i) on anyinformation, representation and/or warranties from Merrill Lynch, UBSWarburg or Lehman nor (ii) on any information, representation and/orwarranties from St. Paul or Old Mutual save for the informationcontained in this announcement.
St. Paul will bear the stamp duty/SDRT payable on the transfer of theshares sold by it to Placees.
Settlement of subscriptions for new ordinary shares will only be freeof United Kingdom stamp duty and stamp duty reserve tax ("SDRT") ifthe new ordinary shares are not acquired in connection witharrangements to issue depository receipts or to transfer new ordinaryshares into a clearance service and on the basis that subscribers ofnew ordinary shares are not, and are not acting as nominee or agentfor, a person (or its nominee) who is or may be liable for UnitedKingdom stamp duty or SDRT under Section 67, 70, 93 or 96 of theFinance Act 1986. If all such requirements are not satisfied, or thesettlement relates to other dealings in new ordinary shares, UnitedKingdom stamp duty or SDRT may be payable for which neither OldMutual, Merrill Lynch, UBS Warburg, Lehman, (nor, for the avoidanceof doubt, St. Paul), will be responsible.
The making of an offer in, or to residents or citizens of, certainjurisdictions ("Foreign Shareholders") may be restricted by laws ofthe relevant jurisdictions. Foreign Shareholders should informthemselves about and observe any such applicable legal requirementsin their respective jurisdictions.
This announcement does not constitute an offer to sell or issue, orconstitute the solicitation of an offer, in any jurisdiction in whichsuch offer is unlawful.
Application has been made for the new ordinary shares to be admittedto the Official List of the U.K. Listing Authority and for admission totrading on the London Stock Exchange. Applications will be made forthe new ordinary shares to be listed on the JSE Securities ExchangeSouth Africa and the Malawi, Namibia and Zimbabwe Stock Exchanges.