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RNS Number : 7062L
Giles Insurance Brokers Limited
03 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
Posting of Offer Document
Following the announcement made on 2 August 2011 by Giles
Insurance Brokers Limited ("Giles") of its intention to make a
recommended cash offer to acquire the entire issued and to be
issued ordinary share capital of CBG Group plc ("CBG") at the offer
price of 32 pence per share (the "Offer"), Giles hereby announces
that the offer document (the "Offer Document") containing full
terms of, and conditions to, the Offer, is being posted today to
CBG Shareholders (and for information only, to persons with
information rights and participants in the CBG Enterprise
Management Incentive Scheme), together with the related Form of
Acceptance.
The Independent Directors of CBG unanimously recommend that CBG
Shareholders accept the Offer and that Independent Shareholders
vote in favour of the Resolution at the General Meeting.
Giles has received irrevocable undertakings to accept or procure
acceptance of the Offer and letters of intent to accept the Offer
in respect of a total of 8,065,134 CBG Shares representing
approximately 50.8 per cent. of the issued share capital of
CBG.
The Offer Document and Form of Acceptance will be displayed on
the website of Giles at www.gilesinsurance.co.uk and a copy will be
available for inspection at the offices of Dickson Minto W.S, 16
Charlotte Square, Edinburgh, EH2 4DF during the course of the
Offer.
The first closing date of the offer is 1.00 p.m. (London time)
on 24 August 2011.
If Giles receives acceptances under the Offer in respect of,
and/or otherwise acquires, 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 assuming that all
of the 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.
If you hold your CBG Shares in certificated form (that is, not
in CREST), to accept the Offer you must complete, sign and return
the Form of Acceptance, accompanied by your valid share
certificate(s) and/or other document(s) of title, by post or
(during normal business hours only) by hand to Capita Registrars,
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham,
Kent, BR3 4TU so as to be received by no later than 1.00 p.m. on 24
August 2011.
If you hold your CBG Shares in uncertificated form, you should
follow the procedure for Electronic Acceptance through CREST so
that the TTE instruction settles by no later than 1.00 p.m. on 24
August 2011. If you are a CREST sponsored member, you should refer
to your CREST sponsor, as only your CREST sponsor will be able to
send the necessary TTE instructions to Euroclear.
A General Meeting of CBG has been convened for 10.30am on 24
August 2011. Forms of Proxy should be completed and returned in
accordance with the instructions printed thereon to arrive no later
than 10.30 a.m. on 22 August 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 defined herein, defined 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.
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 will be
made solely through the Offer Document, which will contain 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 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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