TIDMCB.
RNS Number : 9472M
CBG Group Plc
24 August 2011
24 August 2011
RECOMMENDED CASH OFFER BY GILES INSURANCE BROKERS LIMITED
("GILES") FOR CBG GROUP PLC ("CBG")
RESULT OF CBG GENERAL MEETING
On 02 August 2011, the Boards of CBG and Giles announced 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 Price is 32 pence in cash for each CBG Share and
values the entire issued and to be issued share capital of CBG at
approximately GBP5.1 million.
It was a condition of the Offer that Independent Shareholders
approve the Management Arrangements pursuant to Rule 16 of the
Takeover Code.
CBG is pleased to announce that, at the General Meeting held
earlier today, the Resolution was duly passed.
The results of the proxy voting will be available on the CBG
website: www.cbg-group.co.uk
Next Steps
The first closing date of the Offer is at 1.00 p.m. (London
time) on 24 August 2011.
To accept the Offer for Ordinary Shares held in certificated
form, CBG Shareholders should complete, sign and return the Form of
Acceptance, which accompanies the Offer Document, in accordance
with the instructions contained therein and set out in the Offer
Document.
To accept the Offer for Ordinary Shares held in uncertificated
form (that is, in CREST), CBG Shareholders should follow the
procedure for electronic acceptance through CREST in accordance
with the instructions set out in the Offer Document.
Copies of the Offer Document, the Form of Acceptance and other
documents on display for the purposes of the Offer are available
for inspection at the offices of Dickson Minto W.S,
16 Charlotte Square, Edinburgh, EH2 4DF during usual business
hours Monday to Friday (public holidays excepted) and on the Giles
website: www.gilesinsurance.co.uk while the Offer remains open for
acceptance.
In accordance with Rule 19.11 of the City Code, copies of this
announcement, the Offer Document and the Form of Acceptance are
available for inspection, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, while the Offer
remains open for acceptance on the following websites:
www.gilesinsurance.co.uk and www.cbg-group.co.uk.
Capitalised terms used but not defined 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 (financial adviser to Giles)
Keith Williams / Nakul Mohandas
0845 505 4343
CBG
Robin Slinger, Chairman
0161 920 0200
Zeus Capital (nominated and financial adviser to CBG)
Alex Clarkson / Nick Cowles
0161 831 1512
Bishopsgate Communications Ltd (Financial PR to CBG)
Nick Rome / Laura Stevens
020 7562 3350
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. 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 directors of CBG, Giles and 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
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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