Re Joint Venture

Old Mutual PLC
14 November 2000



                     Old Mutual plc
                            
 Nedcor acquires 50.1% of Imperial Bank to form a joint
  venture with Imperial Holdings to provide asset-based
                         finance

Nedcor Limited, the South African banking group, in which
Old  Mutual  plc ('Old Mutual') has a 53.3% holding,  has
today  announced that it has acquired 50.1%  of  Imperial
Bank  Limited,  to  form  a joint venture  with  Imperial
Holdings to provide asset-based finance. The full text of
the Nedcor announcement is attached.

                                         14 November 2000
                                                         

ENQUIRIES:

Old Mutual plc, London               Tel:[phone]
James Poole, Director Investor Relations

College Hill, London                 Tel:[phone]
Gareth David

Old Mutual, Cape Town                Tel:+ 27 21 509 2732
Bruce Allen, Manager, Group Media Communications

College Hill, Johannesburg           Tel:+ 27 11 447 3030
Kim Milnes


                     Nedcor Limited
                            
                      MEDIA RELEASE
                    November 14 2000
                            
    Joint announcement on the acquisition of 50,1% of
 Imperial Bank by Nedcor to form a joint venture between
 Imperial Holdings and Nedcor in the provision of asset-
                      based finance


1.   Introduction

   Shareholders  are advised that Imperial  Holdings  and
   Nedcor  have reached agreement in principle to form  a
   joint  venture  in asset-based financing  ('the  joint
   venture').

   The  joint  venture  will  be  established  by  Nedcor
   acquiring  an  interest  of  50,1%  in  Imperial  Bank
   Limited  ('the  bank'), which will be further  boosted
   in  due  course by the injection of additional  assets
   from  the  greater Imperial Group to create a starting
   asset base of approximately R5bn.  The effective  date
   will be 1 January 2001.

2.   Rationale for the joint venture


   With  turnover approaching R20 billion, and  a  strong
   business  connection with a large part  of  the  South
   African   economy,   Imperial  generates   significant
   opportunities of a banking nature.  Its vehicle  sales
   last  year  exceeded  65 000  units,  and  it  sold  a
   significant    number    of   aircraft    and    other
   transportation  and  logistics assets.   In  addition,
   Imperial's   business  includes  the   ownership   and
   management  of  transportation  and  logistics  assets
   that are outsourced by the corporate sector.

   Nedcor's    business    model   includes    leveraging
   partnerships through usage of technology  to  generate
   top line benefits while limiting expenditure growth.

   A  partnership  between  these  two  organisations  in
   asset   based   finance   will   form   a   formidable
   combination   to  extract  value  from  wide   ranging
   segments  of  the  South  African  economy.    Further
   lucrative  opportunities can be created by  Imperial's
   international operations.
   
   Despite  funding difficulties experienced  by  smaller
   banks  in  recent  times, Imperial Bank  was  able  to
   achieve  growth in advances from R594m to R3,2bn  (74%
   p.a.)  between  1997 and 2000.  This  provides  strong
   evidence  of  the  opportunity  lying  in  the   joint
   venture.
   
   Nedcor  Bank  sees  substantial opportunities  in  the
   vehicle and other transportation asset finance  arena.
   While  direct selling to the customer base has  proved
   successful  due to innovative product offerings,  this
   decision   gains  access  to  a  retail   distribution
   network,  where the joint venture will  be  an  active
   participant  with  existing  vehicle  finance  houses.
   This  is in keeping with Nedcor's strategy of engaging
   in   ventures  with  leading  retailers  in  different
   markets  to  access  client  distribution  and   apply
   technology  without  incremental  cost.   Nedcor  will
   continue to offer asset-based finance directly to  its
   clients.
   
   Approximately 25% of Imperial Group's turnover  is  in
   potential  vehicle  finance  activities.   The   joint
   venture  is expected to increase the current level  of
   financing  opportunities garnered.   Specific  avenues
   to be pursued include:
   
*   vehicle   financing  through  Imperial's  own   motor
dealerships and other vehicle dealerships,
*  an extended aviation finance operation with innovative
deal  structuring encompassing small aircraft  for  South
African  and  broader African markets and large  aircraft
for  airlines  worldwide through Safair as the  marketing
and operating partner,
*   funding  of  logistics  assets  including  commercial
vehicles, warehouses, warehousing equipment and  handling
systems, and the extension of this service to the funding
of  customers'  inventory and debtors and  collection  of
receivables, and
*  loyalty programmes and cross-selling opportunities  to
the respective customer bases of Imperial and Nedcor.
   
   The  outsourcing of processing to Nedcor Technology  &
   Operations   further  enhances   the   critical   mass
   proposition for Nedcor.
   
   The  transaction  will  have a significantly  positive
   impact  on  the operations of Imperial Holdings  as  a
   result  of  the inflow of cash from the sale  and  the
   replacement of funding currently provided by  Imperial
   to the bank.
   
   
3.   Structure of the joint venture

   Nedcor will acquire a 50,1% interest in Imperial  Bank
   Limited  from  its  holding  company,  Imperial   Bank
   Holdings  Limited,  which will  retain  the  remaining
   49,9%.  Nedcor will consolidate the bank, but it  will
   keep the powerful Imperial brand.
   
   Nedcor will be responsible, inter alia, for:
   *  funding  the  bank to facilitate its  expansion  at
   Nedcor's wholesale rates,
   *   provision   and  implementation   of   information
   technology  and processing systems on the  same  basis
   as offered to other Nedcor divisions,
   * credit assessment, and
   *  statutory and regulatory compliance, administration
   and overall risk management.

   Imperial will, inter alia, be responsible for:
   * supporting the bank with its existing client base,
   *  using  its  best  endeavours to procure  additional
   business  for the bank from various sources, including
   Imperial  divisions  involved  in  motor  dealerships,
   aviation, leasing, transport and car rental, and
   *  the day-to-day running of the bank with emphasis on
   staff   management,  marketing  and  writing  of   new
   business.

   Regent    Insurance   and   Regent   Life   Assurance,
   Imperial's wholly owned insurance companies,  will  be
   the preferred insurance providers.

4.   Purchase consideration

   The  purchase price payable by Nedcor to Imperial  will  be
   the aggregate of:
   
   *  50,1% of the net asset value of the bank as at close  of
   business on 31 December 2000,
   *  plus interest calculated thereon at Nedcor's daily  call
   rate from the effective date to payment date, and
   * R270m in respect of goodwill.

   Goodwill shall be payable in the sum of R142m  on  the
   effective  date  with  the balance  being  payable  in
   instalments  on  finalisation of  the  audited  annual
   financial  statements in respect of each of the  years
   ending  31  December  2001 through  2003,  subject  to
   achievement of agreed benchmarks over that period.
   
   Convertible  loan  instruments in  the  bank  will  be
   taken  up  by  the parties at par in the  shareholding
   proportion on conversion.
   
   
5.   Board representation

   Subject  to  regulatory approval, the  initial  board  will
   include the following members:
   
   W G Lynch - Chairman
   R L Hiemstra - Chief Executive
   R C M Laubscher (Alternate: M S Parker)
   M J Leeming
   E Molobi
   S G Morris
   

6.   Financial effects

   The   joint   venture  commences   off   an   existing
   profitable  base  and  is  expected  to  be   earnings
   enhancing  for both parties as substantially increased
   market penetration can be achieved over time.   It  is
   anticipated  that the existing asset  base  of  around
   R5bn  will  conservatively grow at a  compound  annual
   growth  rate  over the next three years in  excess  of
   30%.   It is anticipated that over the next few  years
   this  joint  venture  will  represent  South  Africa's
   premier vehicle financing bank.
   
   
7.   Conditions precedent

   The implementation of the joint venture is subject  to
   approval  from such regulatory authorities as  may  be
   required, including the Registrar of Banks.