South Africa- and United Kingdom-listed financial-services group Old Mutual on Wednesday reported a confirmed acceptance level from Skandia shareholders representing 64,28% of the total number of shares and votes in Skandia (on a fully diluted basis), an improvement on the 62,5% level of acceptances announced on Tuesday.
In a statement, Old Mutual said that following the validation of acceptances of its R38-billion takeover bid for Swedish insurer Skandia, it was “pleased” to confirm acceptances totalling 662 557 994 shares in Skandia, or 64,28% of the total number of shares and votes. Old Mutual has extended the offer for Skandia until January 12 next year.
Old Mutual CEO Jim Sutcliffe said: “I’m pleased by the number of smaller shareholders who elected to take shares in the enlarged group. We now look forward to working with the Skandia board to make the necessary arrangements to move forward.”
Old Mutual revealed that, of the total acceptances, the group had received 612 586 435 Skandia shares by December 16 in respect of the “mix and match” facility, of which 8 255 971 Skandia shares were elected for settlement in cash but the vast majority of 604 330 464 Skandia shares were elected for settlement in Old Mutual shares.
The balance of 49 971 559 Skandia shares were elected for the basic offer proportions of shares and cash.
Shareholders who elected to tender a higher proportion of their Skandia shares for cash will receive their election in full, Old Mutual said. However, only 0,4% of those Skandia shares tendered for a higher proportion of shares will be satisfied.
Outlining the synergy benefits and tax consequences of the various ownership levels of Skandia that Old Mutual could face, the company said that at above 50% ownership of Skandia, Old Mutual would be able to appoint board members, and that these board members would be able to influence the board’s strategy.
In terms of Skandia’s listing agreement with the Stockholm Stock Exchange, a majority of the board must be independent from Skandia and its management, and that at least two of these board members be independent from any shareholder with more than 10% of Skandia.
Once Old Mutual’s ownership is at a level of 66,67%, under Swedish law it will have the right to change Skandia’s articles.
At the 75% ownership threshold, for UK tax purposes Old Mutual will be able to treat UK subsidiaries of Skandia as part of its UK tax group, which will enable it to offset losses that arise in Old Mutual’s UK subsidiaries.
In Sweden, at the 75% level the Stockholm Stock Exchange could require Skandia to move its shares from the A-list to a more junior list, as the A-list has a 25% free float requirement.
At the 90% ownership level, Old Mutual would be able to initiate minority squeeze-out proceedings under Swedish law and then delist Skandia.
“At levels of share ownership in Skandia below 100%, the synergies will be lower than those set out in the prospectus but they will remain significant,” Old Mutual noted. “The Old Mutual board believes that a majority of those synergy benefits will be achieved at acceptance levels down to 50%.”
As the offer has not yet closed and therefore the exact level of acceptances is not yet known, the group is currently unable to quantify the exact synergy benefits of the takeover, it said. — I-Net Bridge