MAF - Mutual & Federal Insurance Company Limited - Results of the hearing of the

MAF - Mutual & Federal Insurance Company Limited - Results of the hearing of the
application to court for the sanctioning of the Mutual & Federal Scheme of      
arrangement                                                                     
MUTUAL & FEDERAL INSURANCE COMPANY LIMITED                                      
(Incorporated in the Republic of South Africa)                                  
Registration number 1970/006619/06                                              
Share code JSE: MAF  NSX: MTF  ISIN: ZAE000010823                               
("Mutual & Federal")                                                            
RESULTS OF THE HEARING OF THE APPLICATION TO COURT FOR THE SANCTIONING OF THE   
MUTUAL & FEDERAL SCHEME OF ARRANGEMENT                                          
1    RESULTS OF THE HEARING                                                     
Further to the announcement released on SENS on Monday, 23 November 2009    
    and published in the press on Tuesday, 24 November 2009, Mutual & Federal   
    shareholders are advised that:                                              
    1.1  the scheme of arrangement in terms of section 311 of the Companies     
Act, No. 61 of 1973, as amended, proposed by Old Mutual plc ("Old      
         Mutual") between Mutual & Federal and its shareholders, other than Old 
         Mutual and its subsidiaries who beneficially hold shares in Mutual &   
         Federal ("the Old Mutual group") ("the Scheme"), was sanctioned by the 
South Gauteng High Court, Johannesburg ("the Court") on Tuesday, 1     
         December 2009;  and                                                    
    1.2  the Scheme remains subject to the fulfilment or waiver, to the extent  
         possible, of the conditions precedent set out in paragraph 2 below     
("Conditions Precedent"), after fulfilment or waiver of which, as the  
         case may be, the Scheme will become operative and Scheme participants  
         will be entitled to receive 1.73 new Old Mutual shares for every 1     
         Mutual & Federal share held on the Scheme record date. Implementation  
of the Scheme will result in Mutual & Federal becoming a wholly-owned  
         subsidiary of the Old Mutual group and pursuant to which the listing   
         of Mutual & Federal shares on the JSE Limited and Namibian Stock       
         Exchange will be terminated.                                           
2    CONDITIONS PRECEDENT                                                       
    Following the receipt of the requisite approvals from Scheme members and    
    the sanctioning of the Scheme by the Court, the remaining Conditions        
    Precedent to the Scheme becoming operative are as follows:                  
2.1  no dividend or similar payment other than normal dividends, as defined 
         in the firm intention offer letter pursuant to which the Scheme will   
         be implemented, having been declared between the date of such letter,  
         being 12 October 2009, and the Scheme operative date;                  
2.2  the receipt of all the necessary regulatory approvals in respect of    
         the implementation of the Scheme (either unconditionally or subject to 
         conditions acceptable to the party on whom the condition will be       
         enforceable); and                                                      
2.3  the registration of the Order of Court sanctioning the Scheme by the   
         Registrar of Companies, which registration shall only take place       
         following the fulfilment or waiver, if applicable, of all of the other 
         Conditions Precedent referred to above.                                
3    FURTHER ANNOUNCEMENTS                                                      
    The notice of fulfilment or waiver, as the case may be, of the outstanding  
    Conditions Precedent and any revised salient dates with regard to the       
    implementation of the Scheme, if required, will be released on SENS and     
published in the press in due course.                                       
Johannesburg                                                                    
1 December 2009                                                                 
Investment bank, transaction    Corporate law advisors                          
advisor and transaction                                                         
sponsor                                                                         
(logo)                          (logo)                                          
Nedbank Capital, a division of  Edward Nathan Sonnenbergs                       
Nedbank Limited                                                                 
Date: 01/12/2009 15:36:01 Supplied by www.sharenet.co.za                     
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