Nedcor- Partial Offer for Standard Bank Investment

Old Mutual PLC
15 November 1999

The text of this announcement is identical in all respects to that released  for
the Company name Nedcor Ltd at 07:01 under RNS No 7946a.          

                       OLD MUTUAL PLC
                              
            Announcement by Nedcor Limited of its
            Intention to Make a Partial Offer for
        Standard Bank Investment Corporation Limited

* The  Board of Old Mutual plc ('Old Mutual') announces that
  its  subsidiary  company, Nedcor  Limited  ('Nedcor')  (in
  which  the Old Mutual Group has a 54 per cent. controlling
  interest), has today announced its firm intention to  make
  a   Partial   Offer  to  shareholders  of  Standard   Bank
  Investment  Corporation  Limited  ('Stanbic'),  once   the
  permission  of  the Minister of Finance and the  Registrar
  of Banks in South Africa is obtained.

* Nedcor  states that it intends ultimately to  combine  the
  two  businesses  and therefore intends that  consideration
  will  be  given for a Scheme of Arrangement to be proposed
  immediately following completion of the Partial Offer,  in
  order to acquire the remaining shares in Stanbic.

* The  Board  of  Old Mutual believes there are  significant
  benefits  to  be  achieved from  such  a  combination  and
  strongly  supports the proposed combination of Nedcor  and
  Stanbic.

* The  Partial  Offer  will be for 50.1  per  cent.  of  the
  issued share capital of Stanbic.

* The  Partial  Offer will be on the basis of 1  new  Nedcor
  share  for  every  5.50  Stanbic shares.  However,  Nedcor
  states  that it will be prepared to improve the  offer  to
  an  exchange ratio of up to 1 Nedcor share for every  5.25
  Stanbic  shares  in  the  event  that  the  Stanbic  Board
  recommends   to   Stanbic   shareholders   a   Scheme   of
  Arrangement for a full merger.

Mike Levett, Chairman of Old Mutual, commented:

'This  transaction  demonstrates our commitment  to  support
strategies  which  we  believe will  create  value  for  our
shareholders.  We  are  strongly  supportive   of   Nedcor's
initiative  in announcing its intention to make this  offer,
with  a  view  to  creating a banking  group  with  enhanced
prospects and the opportunity to generate considerable value
for the benefit of shareholders.'

Nedcor  will  be  hosting an analyst presentation  at  their
offices  in  Johannesburg at 13.00 (local time) today  which
will be video-linked to London.  Analysts in London may view
the  presentation by video-link at College Hill,  78  Cannon
Street, London, EC4N 6HH from 11.00 (London time).
                                            15 November 1999
Enquiries:

Old Mutual plc
Mike Levett, Chairman                       Tel: [phone]
Eric Anstee, Finance Director               Tel: [phone]
James Poole, Director - Investor Relations  Tel: [phone]
Roddy Sparks - Old Mutual, Cape Town
                                            Tel: [phone]

Merrill Lynch International
Marc Heilner, Managing Director             Tel: [phone]
James Agnew, Managing Director              Tel: [phone]

College Hill                                Tel: [phone]
Alex Sandberg
Nicholas Williams

College Hill South Africa                   Tel: [phone]
Graham Fiford /Tony Friend
                              


                       OLD MUTUAL PLC
               ANNOUNCEMENT BY NEDCOR LIMITED
          OF ITS INTENTION TO MAKE A PARTIAL OFFER
      FOR STANDARD BANK INVESTMENT CORPORATION LIMITED
                              

The  Board  of Old Mutual plc ('Old Mutual') announces  that
its   approximately  54  per  cent.  controlled   subsidiary
company, Nedcor Limited ('Nedcor'), has today announced  its
firm  intention  to make a Partial Offer to shareholders  of
Standard  Bank  Investment Corporation  Limited  ('Stanbic')
with  a  view  to combining the two companies.  The  Partial
Offer  will be made and the offer document issued  once  the
permission  of the Minister of Finance and the Registrar  of
Banks  in South Africa is obtained. Following completion  of
the  Partial Offer, the enlarged Nedcor Group would be South
Africa's  largest  banking group. The Board  of  Old  Mutual
strongly  supports the proposed combination  of  Nedcor  and
Stanbic.

Nedcor's ultimate aim is to acquire 100 per cent. of Stanbic
and  achieve  a full merger. However, given the  substantial
number  of shares in Stanbic held within the Stanbic  Group,
Nedcor  may  not be able, in the absence of a recommendation
from  the Stanbic board, to achieve its stated objective  by
attaining  the  90 per cent. acceptance level necessary  for
compulsory    acquisition   of   the   remaining    minority
shareholders.

Consequently,   Nedcor  intends  to   acquire   a   majority
shareholding through the Partial Offer, following which  the
voting of the shares currently held within the Stanbic Group
could  be reviewed. Immediately following completion of  the
Partial  Offer,  Nedcor intends that consideration  will  be
given  for a Scheme of Arrangement to be proposed to acquire
the remaining shares in Stanbic.

As at 9 November 1999, the last practicable date before this
announcement, the Old Mutual Group owned approximately  22.4
per  cent.  of  Stanbic's  issued  ordinary  share  capital,
excluding approximately 2.3 per cent. in managed funds  held
on behalf of third parties. Members of the Old Mutual Group,
in  aggregate, have given irrevocable commitments to  accept
the  Partial Offer in respect of Stanbic shares representing
21.9  per  cent.  of  the current issued  share  capital  of
Stanbic.  The irrevocable commitment in respect of  the  1.9
per  cent.  interest in Stanbic held in shareholders'  funds
may be scaled down to the extent that it is not required for
Nedcor  to  achieve  the desired 50.1  per  cent.  level  of
acceptances.  Consistent with the terms of  the  irrevocable
commitments given by others, the members of the  Old  Mutual
Group  concerned have the right to sell up to  approximately
20  per cent. of the shares in Stanbic which are subject  to
the irrevocable commitments they have given.

Assuming  acceptance of the Partial Offer  in  full  by  all
Stanbic  shareholders,  the  Old  Mutual  Group's  effective
interest  in  Nedcor would be approximately  43  per  cent.,
although  the Old Mutual Group's effective interest  may  be
higher  than  this to the extent that Nedcor accepts  excess
tenders under the Partial Offer. The intention of the  Board
of  Old  Mutual is that in any event the Old Mutual  Group's
interest in the enlarged Nedcor Group will not exceed 50 per
cent.  As  a  result, following completion  of  the  Partial
Offer,  Nedcor  would  cease to be a subsidiary  undertaking
within  the  Old Mutual Group and Old Mutual  would  instead
hold   its  investment  as  an  interest  in  an  associated
undertaking.

In view of the size of the proposed acquisition by Nedcor of
shares in Stanbic pursuant to the Partial Offer and the fact
that,  either  as a consequence of that offer or  subsequent
related  transactions, the enlarged Nedcor Group is expected
to  cease to be a subsidiary of Old Mutual (collectively the
'Transaction'), Old Mutual is required under the  provisions
of  the London Stock Exchange's listing rules to obtain  the
approval of its shareholders.

The  Directors  of  Old Mutual, who have received  financial
advice  from  Merrill  Lynch  International,  consider   the
Transaction  to be in the best interests of Old  Mutual.  In
providing  advice,  Merrill Lynch International  has  placed
reliance  on  the  Directors' commercial assessment  of  the
Transaction.


Overview of the Partial Offer

The  Partial  Offer will be made on the basis  of  1  Nedcor
share  for  every  5.50 Stanbic shares (the  'Partial  Offer
Ratio'). However, Nedcor states that it will be prepared  to
improve  the  offer to an exchange ratio of up to  1  Nedcor
share  for every 5.25 Stanbic shares (the 'Recommended Offer
Ratio')  in  the event that the Stanbic Board recommends  to
Stanbic  shareholders  a Scheme of Arrangement  for  a  full
merger.

Nedcor will invite all Stanbic shareholders to tender  their
entire holding of Stanbic shares, or any portion thereof, in
exchange  for  Nedcor  shares at the  Partial  Offer  Ratio.
Should  the total number of shares tendered exceed 50.1  per
cent.  of  the  issued  share  capital  of  Stanbic,  shares
tendered  in  excess of 50.1 per cent. of each shareholder's
entire holding will be scaled down proportionately to result
in  an overall level of acceptances of 50.1 per cent. of the
issued share capital of Stanbic.  Nedcor reserves the  right
to reduce such required level of overall acceptances to less
than  50.1 per cent. of the issued share capital of Stanbic,
subject to the approval of Old Mutual.

Should   the  Partial  Offer  become  unconditional,  Nedcor
intends  consideration  will  be  given  for  a  Scheme   of
Arrangement   to  be  proposed  between  Stanbic   and   its
shareholders,  other than Nedcor, in terms of  which  Nedcor
will  offer to acquire all of the shares in Stanbic not then
held  by Nedcor on similar terms to those offered under  the
Partial  Offer.  In the event that the Scheme of Arrangement
is  for  any  reason not proposed or successfully completed,
Nedcor  will make an unconditional offer to acquire all  the
remaining  shares  in  Stanbic on  similar  terms  to  those
offered   under  the  Partial  Offer.  Stanbic  and   Nedcor
shareholders  will each hold approximately 50 per  cent.  of
the  merged  group  in the event that  the  full  merger  is
ultimately accomplished at the Partial Offer Ratio.

The Nedcor shares to be delivered to offerees who accept the
Partial Offer will be issued credited as fully paid and will
rank  pari passu in all respects with existing Nedcor shares
and   will   be   entitled  to  all  dividends   and   other
distributions declared, made or paid after the date that the
Partial Offer is declared unconditional, save for the Nedcor
1999  final  dividend.  The intention is  that  Stanbic  and
Nedcor  shareholders will receive the normal final dividends
declared  by  the  respective companies in  which  they  are
invested in respect of the year ending 31 December 1999.

Based  on the closing share price of 11700c per Nedcor share
on  12 November 1999, being the last trading day before this
announcement,  the Partial Offer Ratio values  each  Stanbic
share at approximately 2127c and the current issued ordinary
share capital of Stanbic at approximately R29.2 billion. The
Recommended  Offer  Ratio  values  each  Stanbic  share   at
approximately  2228c and the current issued  ordinary  share
capital of Stanbic at approximately R30.6 billion.

The Partial Offer will proceed once approved by the Minister
of  Finance and the Registrar of Banks in South Africa,  and
will be subject, inter alia, to the approval of shareholders
of  each  of Nedcor and Old Mutual and to certain regulatory
approvals.

The  Partial Offer may make provision, with the approval  of
the  Securities  Regulation Panel (the  'SRP')  and  at  the
instance of Nedcor, for the suspension of the Partial Offer,
should,  prior  to  the closing of the  Partial  Offer,  the
directors  of  Stanbic  resolve to  recommend  a  Scheme  of
Arrangement  under  which Nedcor will seek  to  acquire  the
entire  issued  capital of Stanbic on  terms  comparable  to
those  of the Partial Offer.  In such circumstances,  Nedcor
shall  proceed  with  the support of  Stanbic  to  seek,  as
expeditiously  as  possible, the  approval  of  the  Stanbic
shareholders and the sanctioning by the High Court in  South
Africa of such Scheme of Arrangement.

Under  the  provisions of the Listings Requirements  of  The
Johannesburg  Stock  Exchange,  the  Old  Mutual  Group,  in
respect  of  its  approximately 54  per  cent.  interest  in
Nedcor,  will  not be entitled to vote on the resolution  to
approve  the Partial Offer at Nedcor's Extraordinary General
Meeting.


Reasons for and benefits of the Transaction

Consistent  with its stated intention to support  strategies
adopted  by  Nedcor which are aimed at enhancing shareholder
value, the Board of Old Mutual is strongly supportive of the
combination  of  the businesses of Nedcor and  Stanbic.  The
Board  believes  that there are significant benefits  to  be
achieved  from  such a combination of two of South  Africa's
leading banking organisations.

The  directors of Nedcor state in today's announcement  that
they consider that the proposed merger would give rise to  a
number of benefits:

*  'The creation of a bank with the scale and efficiency  to
   compete with international banks
*  The  ability  to eliminate duplicated costs  and  thereby
   achieve  globally  competitive levels of    efficiency  and
   profitability
*  The  ability to accelerate the development and share  the
   significant  investment  costs of  future  state-of-the-art
   technology
*  The  creation  of a bank of increased critical  mass  and
   diversity,  with a stronger capital structure  and  reduced
   risk profile
*  The  creation of a bank with improved returns and greater
   free cashflow
*  The  application of the merged group's low  cost  base  to
   extend banking services to the under-banked sector of  the
   community
*  A range of opportunities for Black Economic Empowerment.'

Nedcor's announcement also states:

'Over recent months, Nedcor has conducted an extensive study
of  the  potential synergies achievable through a merger  of
Nedcor  and Stanbic.  On the basis of this analysis,  Nedcor
estimates  that recurring annual pre-tax cost  synergies  of
approximately  R3.1 billion can be realised by  the  end  of
2002 following a full merger of the two banks.

The   cost   synergies  will  be  derived   primarily   from
rationalisations  of  the  combined  branch  networks,  back
office  functions  and head office structures,  as  well  as
reduced unit costs from increased economies of scale and the
sharing  of  future  technology and research  &  development
costs, for example for Smart cards, Internet banking and  e-
commerce.

In  addition,  revenue  losses are expected  to  arise  from
losses  in market share in certain sectors, principally  the
corporate  and  commercial markets as  clients  redistribute
their  banking portfolios.  Other revenue losses will  arise
from   exiting  certain  high  risk  or  highly  competitive
business  activities, although such actions should  increase
profitability  where  the  business  lost  is  unprofitable.
Conversely,  revenue gains are expected to  arise  from  the
merger  as  the Group expands into new areas, including  the
provision  of  further services to the  historically  under-
banked,  and  further  cost  synergies  identified  but  not
included.  This  results  in estimated  annual  net  revenue
losses of approximately R0.4 billion by the end of 2002.

The  net result of cost synergies and net revenue losses  is
conservatively estimated to be R2.7 billion pre-tax, or R1.9
billion post-tax, by the end of 2002.

Nedcor expects to incur pre-tax restructuring costs of R1.5
billion to R2.0 billion, or R1.1 billion to R1.5 billion
post-tax, to achieve the expected synergies, which is in
line with international norms of 10-20% of pre-merger
combined expenses.  Even at the highest levels, this
represents less than one year of the estimated annually
recurring net merger benefits.

In  the  event  that Nedcor is not able to acquire  100%  of
Stanbic,  Nedcor believes it will nevertheless  be  able  to
realise  a substantial proportion of the expected synergies,
albeit over a slightly longer timeframe.'

The  Board  of Old Mutual considers the proposed Transaction
to   be  in  the  best  interests  of  Old  Mutual  and  its
shareholders for the following reasons:

* it provides the opportunity to benefit from the value that
  can  be  created through the proposed combination of Nedcor
  and  Stanbic,  thus enhancing the value of the  Old  Mutual
  Group's investments; and

* the  increased scale of the combined entity will  provide
  greater  scope to develop opportunities for the benefit  of
  both the Old Mutual Group and the enlarged Nedcor Group.


Relationship  between  Old Mutual and Nedcor  following  the
Partial Offer

Nedcor  and  Old  Mutual intend to continue to  explore  and
develop  opportunities  for co-operation.  Any  arrangements
that  may  be  concluded would always ensure  clients'  best
interests  are served, with particular regard to  prevailing
legislation and codes of best practice. The different  areas
of   joint   activity  would,  in  particular,   cover   the
development  and  sale of certain of each  other's  products
through  their  respective distribution channels  and  would
also  encompass any possible future involvement or  interest
by Nedcor in any insurance company.

In  addition, Nedcor intends that Old Mutual should continue
to  have non-executive director representation on the Nedcor
board  broadly  proportionate to  its  shareholding  in  the
merged group.


Financial effects of the Transaction for Old Mutual

Stanbic's financial results are drawn up in accordance  with
South   African   generally  accepted  accounting   policies
('GAAP').  It is not practicable to restate the  results  of
Stanbic  in  accordance with UK GAAP in order  to  determine
what adjustments would be required to show the effect of the
Transaction on the net assets or earnings of Old Mutual.  In
the absence of any such adjustments, on an SA GAAP basis the
inclusion  of  the  enlarged Nedcor Group  as  an  associate
undertaking  in Old Mutual's accounts would be  expected  to
give rise to an uplift in the consolidated net assets of Old
Mutual.


Information on Nedcor

Nedcor  is a leading bank in South Africa and its activities
include  retail,  commercial, corporate,  international  and
investment banking.

In  its  audited financial statements for the period  of  15
months  ended  31 December 1998, stated on a  South  African
GAAP  basis, Nedcor reported net income before taxation  for
the period of R2,957 million (£302 million) and total assets
and  net  assets  at  the  period end  of  R117,527  million
(£12,005   million)  and  R9,131  million   (£933   million)
respectively,  and  in its unaudited  results  for  the  six
months  ended  30  June  1999, reported  net  income  before
taxation  of R1,251 million (£131 million), total assets  of
R126,817 million (£13,335 million) and net assets of  R9,862
million (£1,037 million).

Nedcor  shares are listed on The Johannesburg Stock Exchange
and, with a share price of 11700c as at close of business on
12 November 1999, the last trading day before publication of
this  announcement,  Nedcor had a market  capitalisation  of
approximately R27.7 billion (£2.8 billion).



Information on Stanbic

Stanbic  is  one  of  South  Africa's  leading  banking  and
financial services groups with activities including  retail,
commercial,  corporate, international and  merchant  banking
and  life  assurance  through its  partly  owned  subsidiary
company,   Liberty  Life  Association  of   Africa   Limited
('Liberty Life').

In  its  audited financial statements for the year ended  31
December  1998, Stanbic reported income before taxation  for
the  year of R2,430 million (£248 million) and total  assets
and  net assets at the year end of R160,384 million (£16,382
million)  and R12,603 million (£1,287 million) respectively,
and  in  its unaudited results for the six months  ended  30
June  1999,  reported aggregated income before  taxation  in
respect  of  the operations of Stanbic and Liberty  Life  of
R2,859  million  (£301 million), total  assets  of  R239,671
million  (£25,202 million) and net assets of R13,362 million
(£1,405 million).

Stanbic shares are listed on The Johannesburg Stock Exchange
and, with a share price of 2140c as at close of business  on
12   November  1999,  the  last  trading  day   before   the
publication  of  this  announcement, Stanbic  had  a  market
capitalisation   of   approximately  R29.4   billion   (£3.0
billion).


Expected timetable

It  is expected that the circular concerning the Transaction
and containing notice of an Extraordinary General Meeting of
Old Mutual will be posted to Old Mutual shareholders as soon
as practicable.


Exchange rates

Unless otherwise indicated, Rand figures have been converted
into  pounds  sterling  at  the  rate  of  R9.79  :  £1  for
information  as  at 31 December 1998, and  R9.51  :  £1  for
information as at 30 June 1999, and R9.88 : £1 for all other
information  (being  the latest practicable  available  rate
prior to publication of this announcement).


Merrill  Lynch  International, which  is  regulated  in  the
United  Kingdom  by  the  Securities and  Futures  Authority
Limited,  is  acting for Old Mutual in connection  with  the
Transaction  described in this announcement and  for  no-one
else  and  will not be responsible to anyone other than  Old
Mutual  for providing the protections afforded to  customers
of  Merrill Lynch International or for providing  advice  in
relation to the Transaction.