GOS Goshawk Ins.Hds

    RNS Number : 9789Y
  Enstar Acquisitions Limited
  14 July 2008
   

    NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN OR INTO, AUSTRALIA, CANADA, THE UNITED STATES OR JAPAN OR ANY OTHER JURISDICTION WHERE
IT IS UNLAWFUL TO DO SO.

    Recommended Cash Offer
    by
    Enstar Acquisitions Limited (a wholly owned subsidiary of Enstar Group Limited)
    for the entire issued ordinary share capital of
    Goshawk Insurance Holdings plc ("Goshawk")

    Posting of Offer Document

    Further to the announcement made on 20 June 2008 of a recommended cash offer for the entire issued ordinary share capital of Goshawk by
Enstar Acquisitions, the boards of Goshawk and Enstar Acquisitions are pleased to announce that the Offer Document, containing the full
terms and conditions of the recommended Offer, is being posted to qualifying Goshawk Shareholders today, together with the Form of
Acceptance. Enstar Acquisitions is a wholly-owned subsidiary of Enstar, newly established for the purposes of making the Offer.

    Recommendation

    The Goshawk Directors, who have been so advised by Numis, consider the terms of the Offer to be fair and reasonable to Goshawk
Shareholders as a whole. In providing its advice to the Goshawk Directors, Numis has taken into account the commercial assessments of the
Goshawk Directors. Accordingly, the Goshawk Directors unanimously recommend that Goshawk Shareholders accept the Offer.

    Interests and undertakings

    Since the offer period began on 20 June 2008, Enstar Acquisitions has purchased a total of 76,416,562 Goshawk Shares, representing
approximately 8.7 per cent. of the issued ordinary share capital of Goshawk. In addition, Enstar Acquisitions has received irrevocable
undertakings to accept its Offer in respect of 439,926,062 shares in Goshawk, representing approximately 50.01 per cent. of the issued share
capital of Goshawk. 

    Therefore, Enstar Acquisitions either owns, or holds irrevocable undertakings to accept its Offer over a total of 516,342,624 Goshawk
Shares representing, in aggregate, approximately 58.7 per cent. of the existing issued ordinary share capital of Enstar Acquisitions.  

    Acceptance of the Offer

    To accept the Offer in respect of Goshawk Shares held in certificated form, you must complete and return the Form of Acceptance
accompanying the Offer Document as soon as possible and, in any event, so as to be received by Capita Registrars by no later then 1.00pm on
4 August 2008. 

    Acceptances in respect of uncertificated Goshawk Shares should be made electronically through CREST so that the TTE instruction settles
no later than 1.00pm on 4 August 2008. 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 instruction to Euroclear.

    Terms defined in the Offer Document have the same meaning in this announcement.

    Enquiries

    Fox-Pitt, Kelton (Financial Adviser to Enstar)
    -------------------------------------------------
    Simon Law    Tel: +44 (0)20 7663 6000
    Marc Milmo

    Numis Securities Limited (Rule 3 and Financial Adviser to Goshawk)
    ------------------------------------------------
    Lee Aston    Tel: +44 (0)20 7260 1000
    Charlie Farquhar

    College Hill (Financial PR Adviser to Goshawk)
    ------------------------------------------------
    Richard Pearson    Tel: +44 (0)20 7457 2020

    Fox-Pitt, Kelton, which is authorised and regulated by the FSA in the United Kingdom, is acting exclusively for Enstar and Enstar
Acquisitions and no-one else in connection with the Offer and will not be responsible to anyone other than Enstar and Enstar Acquisitions
for providing the protections afforded to clients of Fox-Pitt, Kelton nor for providing advice in relation to the Offer, the contents of
this announcement or any other matter or arrangement referred to herein.

    Numis, which is authorised and regulated by the FSA in the United Kingdom, is acting exclusively for Goshawk and no-one else in
connection with the Offer and will not be responsible to anyone other than Goshawk for providing the protections afforded to clients of
Numis nor for providing advice in relation to the Offer, the contents of this announcement or any other matter or arrangement referred to
herein.

    The Directors of Enstar Acquisitions accept responsibility for the information contained in this announcement and to the best of the
knowledge and belief of the Directors of Enstar Acquisitions (who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement  is in accordance with the facts and does not omit anything likely to affect the import of such
information.

    The Directors of Goshawk accept responsibility for the information contained in this announcement and to the best of the knowledge and
belief of the Directors of Goshawk (who have taken all reasonable care to ensure that such is the case), the information contained in this
announcement  is in accordance with the facts and does not omit anything likely to affect the import of such information.

    The availability of the Offer to Goshawk Shareholders who are citizens or residents of jurisdictions outside the United Kingdom may be
affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. If you remain in any doubt, you should consult your professional adviser in the relevant
jurisdiction without delay.

    Unless otherwise determined by Enstar Acquisitions or required by the City Code and permitted by applicable law and regulation, the
Offer will not be, made, directly or indirectly, in or into, or by any means or instrumentality (including, without limitation, electronic
mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of,
or any facility of a national state or other securities exchange of the United States, Canada, Australia, Japan or any other Restricted
Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States,
Canada, Australia, Japan or any other Restricted Jurisdiction.

    Dealing Disclosure Requirements

    Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent.
or more of any class of 'relevant securities' of Goshawk, all 'dealings' in any 'relevant securities' of Goshawk (including by means of an
option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm
(London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on
which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period'
otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of Goshawk, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

    Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Goshawk by Enstar Acquisitions, Enstar or
Goshawk, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day
following the date of the relevant transaction.

    A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of
such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. 

    'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.

    Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether
or not you are required to disclose a 'dealing' under Rule 8 of the Code, you should consult the Panel (whose telephone number in the UK is
020 7638 0129).  


This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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