SEC Division of Trading and Markets no-action letter: Old Mutual PLC for Försäkringsaktiebolaget Skandia

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Direct Fax (44-20) 7456 2222 brigid.rentoul @Iinklaters.com Mr. James A. Brigagliano Assistant Director Division of Market Regulation Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 United States of America October 25, 2005 Our Ref BWTBS Dear Mr. Brigagliano, Tender Offer by Old Mutual plc for Forsakringsaktiebolaget Skandia (publ) We are writing on behalf of our client, Old Mutual plc, a public limited company incorporated under the laws of England and Wales ("Old Mutual"), to respectfully request that the Securities and Exchange Commission (the "Commission") issue an order granting an exemption from Rule 14e-5 under the Securities Exchange Act of 1934, as amended'(the "Exchange Act"), to Old Mutual, allowing it, and any person acting on its behalf, to make certain purchases of ordinary shares, nominal value SEKl per share (the "Skandia Shares"), of Forsakringsaktiebolaget Skandia (publ) ("Skandia"), a public limited insurance company incorporated under the laws of Sweden, in connection with the tender offer (the "Offer") by Old Mutual for the entire issued and to be issued share capital of Skandia (as described more fully below). Old Mutual announced the Offer on September 2, 2005 and commenced the Offer for U.S. purposes by mailing the Swedish Offer document, the prospectus pertaining to part of the consideration being offered, the form of acceptance and other related ancillary documents (collectively, the "Offer Documents") on October 12, 2005. Background Information Old Mutual Old Mutual is a foreign private issuer as defined in Rule 3b-4(c) under the Exchange Act. Old Mutual has a primary listing on the London Stock Exchange and has secondary listings on the JSE Limited ("JSE"), the Malawi Stock Exchange, the Namibian Stock Exchange and the Zimbabwe Stock Exchange. Old Mutual does not have any class of equity securities registered under Section 12 of the Exchange Act and it claims an exemption from such registration requirements pursuant to Rule 12g3- 2(b) thereunder (filer number 021-51329). As a result, Old Mutual does not file reports with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act; however, it does furnish information to the Commission pursuant to Rule 12g3-2(b). Old Mutual has an unsponsored American A list of the names of the partners and their professional qualifications is open to inspection at the above office. The partners are solicitors, registered foreign lawyers or registered European lawyers. The firm is regulated by the Law Society. Please refer to www linklaters comlregulation for important information on the regulaloty position of the firm A055275 1 6