Old Mutual-M.JohnstoneReplace

Old Mutual PLC
11 October 2000


The issuer has advised that minor typographical amendments have been made to the
contact details in the Old Mutual - M.Johnstone Sale announcement released today
at 07:22 under RNS No 3369S.

The full corrected version is shown below.

                       OLD MUTUAL PLC
                              
                              
                              
     REPLACEMENT FOR PREVIOUS ANNOUNCEMENT THIS MORNING
                              
                              
                              
     OLD MUTUAL AND ABERDEEN ANNOUNCE THE MERGER BETWEEN
    ABERDEEN AND MURRAY JOHNSTONE TO FORM THE LARGEST
      INDEPENDENTLY OWNED FUND MANAGER IN SCOTLAND
      
Introduction
The  Boards of Old Mutual PLC ('Old Mutual') and Aberdeen
Asset  Management  PLC  ('Aberdeen Asset  Management'  or
'Aberdeen')  announce  that they have  signed  a  binding
agreement  on  the  terms of the sale by  Old  Mutual  of
Murray Johnstone Holdings Limited ('Murray Johnstone') to
Aberdeen  to  create Scotland's largest independent  fund
management business with over £27 billion in funds  under
management.  The transaction involves a payment of  total
consideration   to  Old  Mutual  of  approximately   £150
million, comprising £133.5 million for goodwill  and  net
assets of approximately £16.5 million.

Shareholder approval
Due  to  the  relative  sizes  of  Murray  Johnstone  and
Aberdeen the transaction will require the passing  of  an
ordinary resolution by Aberdeen shareholders.  A circular
will be dispatched to Aberdeen's shareholders, as soon as
practicable,  convening an Extraordinary General  Meeting to
approve   the  merger.   Shareholders   representing
approximately 59.13 per cent. of Aberdeen's issued  share
capital  have confirmed that they will vote in favour  of
the transaction.

Consideration
Consideration  of  approximately  £150  million  will  be
payable  to  Old Mutual on completion of the transaction.
The  total consideration payable will depend on the final
net  asset  position of Murray Johnstone  at  completion.
The  consideration will be financed from  Aberdeen's  own
cash  resources  and  bank  borrowings  which  have  been
arranged specifically for the purpose of the transaction.

Strategic rationale of the merger for Aberdeen

The merger of Aberdeen and Murray Johnstone represents an
excellent   opportunity  for  Aberdeen  to  significantly
strengthen  its  presence in a number  of  core  business
areas and to develop complementary new businesses.
The  acquisition  will  increase Aberdeen's  funds  under
management by over 17 per cent. from around £23.3 billion
(including  approximately £1.5 billion from the  recently
announced  acquisition  of Barclays  Property  Investment
Limited)  to approximately £27.3 billion (based on  funds
under  management as at 30 September 2000 for both Murray
Johnstone and Aberdeen).

The  board  of  Aberdeen expects the  transaction  to  be
earnings  enhancing  in  the  current  year,  before  the
amortisation of goodwill and exceptional charges.

Strategic rationale  for  Old Mutual's  sale  of  Murray
Johnstone and the merger with Aberdeen.

Prior  to the announcement of its tender offer for United
Asset  Management Corporation ('UAM') Old Mutual  carried
out  a strategic review of Murray Johnstone with UAM  and
decided  that the creation of a distinct asset management
capability  in Glasgow did not add value to Old  Mutual's
asset management business in the UK.
In addition the senior management of Murray Johnstone and
UAM  had been reviewing the ownership structure of Murray
Johnstone for some time.  During the course of the summer
Murray  Johnstone entered into discussions with a  number 
of parties to identify a suitable partner to develop the
business to its full potential.
The   merger   with  Aberdeen  represents  a  significant
opportunity for Murray Johnstone to develop its areas  of
strength, notably in the investment trust sector, private
equity   and  internationally,  with  a  partner  equally
committed to the development of these business areas.
Benefits of the merger.
The  Boards  of  Aberdeen  and  Murray  Johnstone  firmly
believe  that  the  merger represents a major  commercial
opportunity  to  create a business which will  allow  the
enlarged group to become one of the largest independently
owned fund management businesses in the UK.
The  enlarged  group  and  its clients  are  expected  to
benefit from:
     ' being ranked fourth in the UK investment trust
       market;
     ' being a leading provider of open-ended
       funds in the UK;
     ' the acceleration of the achievement of
       Aberdeen's aspirations to develop its international
       client base; 
     ' access to a leading regionally focussed private
       equity business;
     ' significant potential for revenue growth through
       access to Aberdeen's IFA distribution network and the
       existing customer bases of both businesses;
     ' a combination of the complementary expertise of both
       organisations which will create a greater pool of skills 
       in the enlarged company; and
     ' the benefits of scale available from a combination
       of both businesses and the cost savings from combining 
       certain of the enlarged group's operations.
       
Management, infrastructure and locations
Senior  management of Murray Johnstone
will  be offered continuing  roles within 
the enlarged group.  Giles Weaver, Chairman 
of Murray Johnstone, will be invited  to
join  the  board of Aberdeen as a non-
executive director. David MacLellan, Managing 
Director of Murray  Johnstone, will also be
invited to join the board of Aberdeen. 
Aberdeen intends to build a substantial  business
in Glasgow  of which Murray Johnstone's business 
will form the core.   Murray Johnstone's
private  equity business will continue to operate 
its regional network of offices in the UK.
The  name  Murray Johnstone will be retained
for  Murray Johnstone's existing investment
trusts and other business areas as appropriate.

Conditions
The  merger  is  subject to, inter
alia, the  following conditions:

' Aberdeen  shareholders approving
  the necessary resolutions for the approval of
  the transaction at the Extraordinary General Meeting;
   and
' approval from the relevant regulatory authorities in
  the countries in which Murray Johnstone operates.
                   
                   
Financial information relating to
Murray Johnstone Murray Johnstone
reported profit before taxation of
£5.3 million  for the year ended 31
December 1999 (1998:  £6.5 million)
and  net  assets of £16.8  million
as  at  31 December 1999. Commenting on
the  transaction,  Eric Anstee,
Chief Executive Financial
Services, Old Mutual, said:
'Following the completion of the
UAM transaction, we  are all
pleased to have swiftly concluded
this deal at a good price which
will be accretive for our
shareholders.'

Martin Gilbert, Chief Executive
of Aberdeen, said:

'This merger with Murray
Johnstone, whose business is  so
complementary to our own, is
another major  step  forward in
the development of  Aberdeen. We
anticipate significant  potential for
revenue growth from  a  merger
which gives us the unique
opportunity in a single step to
elevate  us to fourth position in
investment trusts  and the  top
tier in open ended funds.  It
gives an excellent platform  to
develop  an international
private  equity business,
enhances our distribution in
North America and gives  an
entree  into the growing market
for  Socially Responsible
Investment. Furthermore,
Aberdeen  has  a  track  record
of  making mergers  and
acquisitions work and this is
particularly highlighted  by
the  merger with Prolific  in
September 1997.'

David  MacLellan,  Managing
Director of Murray  Johnstone
said:

'Aberdeen has developed a
substantial business  over  the
last few years and the
commercial logic for a
combination of our businesses is
very strong.

All areas of Murray Johnstone's
business will, I believe,
benefit  from this merger and we
look forward to  working with
our new colleagues for the
benefit of our clients.'

                                          11 October 2000

ENQUIRIES
Old Mutual         020 7569 0100 
Eric Anstee


Murray Johnstone   0141 226 3131 
David MacLellan


UAM             001 617 330 8900 
Franklin Kettle


Donaldson, Lufkin & Jenrette  
020 7655 7000
Malik Karim


College Hill (for Old Mutual)
0207 457 2020
Nicholas Williams


Lansons (for Murray Johnstone)
020 7490 8828
Henrietta Guthrie


Aberdeen Asset Management 
01224  6 31 999
Martin Gilbert


Intelli Corporate Finance  
020 7653 6300
Gordon Neilly

Penrose Financial  
020 7776 7605 
Louise Hatch




Donaldson,  Lufkin  &  Jenrette
International,  which  is
regulated  in  the United Kingdom by the
Securities  and Futures Authority Limited,
is acting exclusively for  Old Mutual  and
for no  one  else  in  connection  to  this
transaction  and will not be responsible to
anyone  other than Old Mutual for providing
the protections afforded to customers of
Donaldson, Lufkin & Jenrette International.
Intelli Corporate Finance Limited, which is
regulated  in the   United  Kingdom  by  the
Securities  and   Futures Authority Limited,
is acting exclusively for Aberdeen and for
no  one  else in connection to this
transaction  and will not be responsible to
anyone other than Aberdeen for providing
the protections  afforded  to  customers
of Intelli Corporate Finance Limited.

INFORMATION FOR EDITORS
Aberdeen Asset Management
Aberdeen  Asset  Management is  a
leading independently owned  UK  based
investment management business based
in London  and Aberdeen. Aberdeen
manages funds for a number of  large
institutions together with a wide
range of unit trusts,  investment
trusts, ISAs,  pension  funds and offshore 
funds  for institutions and private investors. 
Aberdeen manages investments in excess of £23 billion 
and is   quoted  on both  the  London  and  
Singapore  stock exchanges  with a market 
capitalisation of approximately £890 million.

Murray Johnstone

Murray   Johnstone  is  a  leading  UK-based
investment management business based in
Glasgow, Scotland with  five other  offices 
in the UK as well as international offices in
Chicago, Bahrain and Singapore.
As at 30 June  2000, Murray
Johnstone had funds under management of 
approximately  £4.2 billion and 241 full-time 
employees, including 40 investment
professionals.

Old Mutual

Old  Mutual  is  a  leading
financial services  group  in
southern  Africa. In the UK, Old
Mutual owns  the  merged group
of Gerrard and Capel Cure Sharp
and  Old Mutual Securities, the recently merged
institutional broking and corporate finance
businesses of Albert E Sharp Securities and
Greig Middleton. It has also recently
completed  the acquisition of Murray
Johnstone's parent company,  United Asset
Management Corporation in the USA. Old Mutual
is listed  on  the London Stock Exchange and
has  a  market capitalisation of
approximately £5.9 billion.

United Asset Management Corporation

UAM   is   one   of  the  largest  investment
management organisations  in  the  world,  
providing  a range   of investment  management 
services to institutions,  mutual funds  and
high net worth investors. These services  are
offered through a diverse group of operating firms
that managed  over  $195 billion for clients 
throughout  North America and the rest of the world
as at 30 June 2000.