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RNS Number : 2789N
Giles Insurance Brokers Limited
31 August 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION
RECOMMENDED CASH OFFER
by
GILES INSURANCE BROKERS LIMITED
for
CBG GROUP PLC
OFFER UPDATE - OFFER DECLARED WHOLLY UNCONDITIONAL
Introduction
On 2 August 2011, it was announced that the Boards of Giles
Insurance Brokers Limited ("Giles") and CBG Group plc ("CBG") had
agreed the terms of a recommended cash offer to be made by Giles, a
wholly owned indirect subsidiary of Expectrum Limited, for the
entire issued and to be issued share capital of CBG (the "Offer"),
which remained subject to the terms and conditions which are set
out in the Offer document ("the Offer Document").
On 25 August 2011, it was announced that the Offer had been
declared unconditional as to acceptances.
Giles is pleased to announce that all of the conditions of the
Offer have now been either satisfied or waived and that the Offer
is hereby declared wholly unconditional. This includes the receipt
of approval from the Financial Services Authority to the change of
control of CBG. The Offer will remain open for acceptance until 14
September 2011.
Level of acceptances
As at 1.00 p.m. on 30 August 2011, Giles had received valid
acceptances of the Offer in respect of a total of 14,635,720 CBG
Shares, representing approximately 92.17 per cent. of CBG's current
issued share capital.
This includes acceptances received in respect of 8,040,455 CBG
Shares (representing approximately 50.64 per cent. of CBG's current
issued share capital) which were subject to irrevocable
undertakings and non - binding letters of intent to accept, or
(where applicable) procure the acceptance of, the Offer by
Giles.
Giles has received irrevocable undertakings to accept the Offer
in respect of a further 24,679 CBG Shares (representing
approximately 0.16 per cent. of CBG's current issued share capital)
which have not yet been assented to the Offer.
Acceptance of the Offer
CBG Shareholders who have not yet accepted the Offer are
encouraged to do so without delay and in any event by 1.00 p.m. on
14 September 2011. Acceptances of the Offer should be received in
accordance with the instructions contained in the Offer Document
and (in the case of shares held in certificated form) the Form of
Acceptance.
Settlement of consideration
The consideration due to accepting CBG Shareholders will be
despatched either on or before 14 September 2011, in respect of
valid acceptances received by 1.00 p.m. on 31 August 2011, or
within 14 days of the date of receipt of further acceptances which
are valid and complete in all respects.
Compulsory acquisition, delisting and cancellation of trading in
CBG Shares
As Giles has received acceptances under the Offer in respect of
both 90 per cent. or more in value of the CBG Shares to which the
Offer relates and 90 per cent. or more of the voting rights carried
by those shares and all of other conditions of the Offer have been
satisfied or waived (if capable of being waived), Giles intends to
exercise its rights in accordance with sections 974 to 991 of the
2006 Act to acquire compulsorily the remaining CBG Shares on the
same terms as the Offer.
As stated in the Offer Document, Giles intends to procure the
making of an application by CBG to the London Stock Exchange for
the cancellation of the admission to trading of the CBG Shares on
AIM. It is anticipated that such cancellation will take effect no
earlier than 8.00 a.m. on 28 September 2011.
If you are in any doubt about the action you should take, you
should without delay consult an independent financial adviser
authorised under the Financial Services and Markets Act 2000 if you
are in the UK or, if you are outside the UK, another appropriately
authorised independent financial adviser.
Unless otherwise defined herein, terms used in this announcement
have the same meaning given to them in the Offer Document.
Enquiries
Giles
Sarah Gestetner / Nicola Swift / Jos Bieneman Citigate Dewe
Rogerson 020 7282 2920/2993
Altium Capital (financial adviser to Giles)
Keith Williams / Nakul Mohandas Altium 0845 505 4343
CBG
Robin Slinger, Chairman CBG 0161 920 0200
Zeus Capital (nominated and financial adviser to CBG)
Alex Clarkson / Tom Rowley / Aaron Smyth Zeus Capital 0161 831
1512
Altium, which is authorised and regulated in the United Kingdom
by the FSA for investment business activities, is acting
exclusively as financial adviser to Giles and no one else in
connection with the Offer and will not be responsible to anyone
other than Giles for providing the protections afforded to clients
of Altium or for providing advice in relation to the Offer or any
other matters referred to in this announcement.
Zeus Capital, which is authorised and regulated in the United
Kingdom by the FSA for investment business activities, is acting
exclusively as nominated adviser and financial adviser to CBG and
no one else in connection with the Offer and will not be
responsible to anyone other than CBG for providing the protections
afforded to clients of Zeus Capital or for providing advice in
relation to the Offer or any other matters referred to in this
announcement.
The existing ordinary share capital of CBG is 15,878,753.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes should inform themselves about and observe any such
restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws or regulatory
requirements of any such jurisdiction. In particular, this
announcement is not for publication or distribution, directly or
indirectly, to US persons or into the United States (including its
territories and possessions, any state of the United States and the
District of Colombia), Canada, Australia or Japan. This
announcement has been prepared in accordance with English Law and
the Code and information disclosed may not be the same as that
which would have been prepared in accordance with the laws of
jurisdictions outside England.
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise. The Offer is made
solely through the Offer document, which contains the full terms
and conditions of the Offer, including details of how to accept the
Offer. Any voting decision, acceptance or other response to the
Offer should be made only on the basis of information in the Offer
document.
The Offer is not and will not be made, directly or indirectly,
in or into, or by use of the mails, or by any means or
instrumentality (including, without limitation, by means of
telephone, facsimile, telex, internet or other forms of electronic
communication) of interstate or foreign commerce of, or any
facilities of a securities exchange of, the United States, Canada,
Australia or Japan, and the Offer is not and will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within the United States, Canada, Australia or Japan.
Accordingly, unless otherwise determined by Giles, copies of this
announcement and any other document relating to the Offer are not
being, and must not be, directly or indirectly, mailed or otherwise
distributed or sent in or into the United States, Canada, Australia
or Japan and persons receiving such documents (including
custodians, nominees and trustees) must not distribute or send them
in, into or from such jurisdictions as doing so may make invalid
any purported acceptance of the Offer by persons in any such
jurisdiction.
Cautionary note regarding forward-looking statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of the CBG Group, Giles Group and Expectrum Limited and
certain plans and objectives of the CBG Board, Giles Board and/or
the board of directors of Expectrum Limited. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "will", "may",
"should", "would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by the
Boards of CBG, Giles and the board of directors of Expectrum
Limited in light of their experience and their perception of
historical trends, current conditions, expected future developments
and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, and the
factors described in the context of such forward-looking statements
in this announcement could cause actual results and developments to
differ materially from those expressed in or implied by such
forward-looking statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this announcement. None
of CBG, Giles and Expectrum Limited assume any obligation to update
or correct the information contained in this announcement, whether
as a result of new information, future events or otherwise, except
to the extent legally required.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set out in this announcement since such date. Nothing contained in
this announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of the CBG Group or
the Giles Group except where expressly stated.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is (directly or
indirectly) interested in 1 per cent. or more of any class of
relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in
cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror(s). An Opening Position Disclosure by a person to
whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement
of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement
in which any paper offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
paper offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
(directly or indirectly) interested in 1 per cent. or more of any
class of relevant securities of the offeree company or of any paper
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror.
A Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any paper offeror, save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Publication on Giles website
A copy of this announcement and the Offer document will be
available free of charge, subject to certain restrictions relating
to persons resident in restricted jurisdictions, for inspection on
the Giles website at www.gilesinsurance.co.uk
Neither the contents of Giles's website nor the contents of any
website accessible from hyperlinks on such website (or any other
website) is incorporated into, or forms part of, this announcement
nor, unless previously published by means of a recognised
information service, should any such content be relied upon in
reaching a decision regarding the matters referred to in this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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