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RNS Number : 2696O
Giles Insurance Brokers Limited
15 September 2011
RECOMMENDED CASH OFFER
by
GILES INSURANCE BROKERS LIMITED
for
CBG GROUP PLC
OFFER UPDATE - CLOSING OF OFFER AND LEVEL OF ACCEPTANCES
Introduction
Further to the announcement made on 31 August, the board of
Giles Insurance Brokers Limited ("Giles") announces that the Giles
recommended cash offer (the "Offer") for the entire issued and to
be issued share capital of CBG Group plc, ("CBG") closed at 1.00
p.m. on 14 September 2011.
Acceptance Levels
As at 1.00 p.m. on 14 September 2011, Giles had received valid
acceptances of the Offer in respect of a total of 15,295,282 CBG
Shares, representing approximately 96.32 per cent. of CBG's current
issued share capital.
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 at
7.00 a.m. on 28 September 2011.
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)
Nick Cowles / 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.
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.
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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