RNS Number : 3446Z
Enstar Acquisitions Limited
17 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.
17 July 2008
For immediate release
Mandatory Cash Offer
by
Enstar Acquisitions Limited (a wholly owned subsidiary of Enstar Group Limited)
for the entire issued share capital of
Goshawk Insurance Holdings plc
Summary
* Enstar Acquisitions has today acquired 305,945,790 Goshawk Shares, representing approximately 34.8 per cent. of the existing
issued ordinary share capital of Goshawk at 5.2p per share.
* Included within these acquisitions are Goshawk Shares previously held under an irrevocable undertaking given by Phoenix Asset
Management Partners.
* As a result, Enstar Acquisitions now owns 382,362,352 Goshawk Shares, representing approximately 43.5 per cent. of the existing
issued share capital of Goshawk.
* In addition, and as previously announced, Enstar Acquisitions has received irrevocable undertakings to accept the Offer in respect
of 134,480,272 Goshawk Shares representing, in aggregate, approximately 15.3 per cent. of the existing issued ordinary share capital of
Goshawk and these undertakings remain in force.
* Enstar Acquisitions now owns or has received irrevocable undertakings in respect of a total of 516,842,624 Goshawk Shares,
representing approximately 58.8 per cent. of the existing issued ordinary share capital of Goshawk.
* In accordance with Rule 9 of the Takeover Code, Enstar Acquisitions therefore announces the terms of a Mandatory Cash Offer
required to be made to acquire the entire issued ordinary share capital of Goshawk not already held by Enstar acquisitions at a price of
5.2p per share.
* The Mandatory Cash Offer is conditional only on Enstar Acquisitions having received acceptances in respect of shares which,
together with shares acquired or agreed to be acquired before or during the Offer, will result in Enstar Acquisitions holding shares
carrying more than 50 per cent of the voting rights of Goshawk.
* The Mandatory Cash Offer will remain open until at least 4 August 2008.
Enquiries:
Fox-Pitt, Kelton (Financial Adviser to Enstar)
-------------------------------------------------
Simon Law Tel: +44 (0)20 7663 6000
Marc Milmo
Mandatory Cash Offer
by
Enstar Acquisitions Limited (a wholly owned subsidiary of Enstar Group Limited)
for the entire issued share capital of
Goshawk Insurance Holdings plc
1. INTRODUCTION
Enstar Acquisitions has today acquired 305,945,790 Goshawk Shares representing approximately 34.8 per cent. of the existing issued
ordinary share capital of Goshawk at 5.2p per share (the Offer price). The Goshawk Shares acquired include Goshawk Shares acquired from
Phoenix Asset Management Partners and represented the Goshawk Shares subject to irrevocable undertaking previously given to Enstar
Acquisitions.
As a result, in total, Enstar Acquisitions now owns 382,362,352 Goshawk Shares representing approximately 43.5 per cent. of the voting
rights attaching to the existing issued ordinary share capital of Goshawk.
In accordance with Rule 9 of the Takeover Code, Enstar Acquisitions therefore announces the terms of a Mandatory Cash Offer for the
entire issued ordinary share capital of Goshawk.
2. AMENDMENTS TO THE TERMS AND CONDITIONS OF THE OFFER
As detailed in Appendix I, the only condition attached to this Mandatory Cash Offer is for Enstar Acquisitions to have acquired (or
agreed to acquire) or have received valid acceptances over Goshawk Shares carrying more than 50 per cent. of the voting rights.
The Offer will remain open until at least 4 August 2008.
3. IRREVOCABLE UNDERTAKINGS TO ACCEPT THE OFFER
All of the shares subject to the irrevocable undertaking signed by Phoenix Asset Management Partners have been acquired by Enstar
Acquisitions.
In addition to the Goshawk Shares now owned by Enstar Acquisitions, Enstar Acquisitions has received irrevocable undertakings to accept,
or procure the acceptance of, the Offer from Laxey Partners (UK) Limited and Hartford Growth Trading Fund Limited for, in aggregate,
134,480,272 Goshawk Shares representing approximately 15.3 per cent. of the existing issued ordinary share capital of Goshawk.
The irrevocable undertaking from Hartford Growth Trading Fund Limited will cease to be binding on the earlier of the following
occurrences:
(i) a third party announces a firm intention to make a general offer (which is not subject to any pre-conditions) to acquire the
entire issued ordinary share capital of Goshawk (howsoever to be implemented) on terms which represent (in the reasonable opinion of Numis)
an improvement of 5 per cent. or greater on the value of the consideration offered under the Offer, unless Enstar Acquisitions has announced
an improvement to the terms of the Offer within 7 days of such third party offer being made (and, in the event of a higher revised Offer
made by Enstar Acquisitions, there is no subsequent announcement from a third party of a firm intention to make a higher new or revised
offer); or
(ii) the Offer closes, lapses or is withdrawn.
The irrevocable undertaking from Laxey Partners (UK) Limited will cease to be binding only on the occurrence of condition (ii) above.
Accordingly, Enstar Acquisitions now owns or has received irrevocable undertakings in respect of a total of 516,842,624 Goshawk Shares,
representing approximately 58.8 per cent. of the existing issued ordinary share capital of Goshawk.
4. CASH CONFIRMATION
Fox-Pitt Kelton is satisfied that sufficient resources are available to Enstar Acquisitions to satisfy the consideration payable as a
result of full acceptance of the Offer.
5. GENERAL
Goshawk Shareholders who have already accepted the Offer need take no further action. The period for acceptances in accordance with the
Offer Document remains unchanged and the Offer continues to be due to expire at 1.00 p.m. on 4 August 2008.
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.
THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER, INVITATION OR THE SOLICITATION OF AN OFFER TO
SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR
TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF ANY APPLICABLE LAW.
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.
Any acceptance or other response to the Offer should only be made on the basis of information referred to in the Offer Document posted
to Goshawk shareholders on 14 July 2008 and this announcement.
Further Information on the Offer
This announcement has been prepared for the purposes of complying with English law and the City Code and information disclosed may not
be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions
outside England.
The Offer will be subject to the applicable rules and regulations of the FSA, the London Stock Exchange and the City Code.
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).
Forward-looking Statements
This announcement may contain 'forward-looking statements' concerning Enstar Acquisitions, Enstar and Goshawk. Generally, the words
'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates', 'forecast', 'plan' and 'project' or similar
expressions identify forward-looking statements. Such statements reflect the relevant company's current views with respect to future events
and are subject to assumptions, risks and uncertainties that could cause actual results to differ materially from those suggested by them.
Many of these assumptions, risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate
precisely, such as future market conditions and the behaviours of other market participants. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, we can give no assurance of future performance or that such expectations will
prove to be correct. Undue reliance should therefore not be placed on such statements which speak only as at the date of this announcement.
No forward-looking statements have been reviewed by auditors of Enstar Acquisitions, Enstar or Goshawk. Enstar Acquisitions, Enstar and
Goshawk assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.
However, all subsequent oral or written forward looking statements attributable to Enstar Acquisitions, Enstar or Goshawk or any of their
respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the
cautionary statement above.
Profit Forecasts
Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per
Goshawk Share or the current or future financial years, or those of the combined group, will necessarily match or exceed the historical
published earnings per Goshawk Share.
APPENDIX I
Conditions and Further Terms of the Mandatory Cash Offer
The conditions set out in paragraphs (a) to (i) inclusive of Part A of Appendix I to the Offer Document shall not apply to the Mandatory
Cash Offer.
The Mandatory Cash Offer will be conditional only upon valid acceptances being received (and not, where permitted, withdrawn) by
1.00p.m. on 4 August 2008 (or such later time(s) and/or date(s) as Enstar Acquisitions may, subject to the rules of the Code, decide) in
respect of such number of Goshawk Shares which (taken together with any Goshawk Shares which Enstar Acquisitions has acquired or agreed to
acquire, whether before or during the Offer Period), carry in aggregate more than 50 per cent. of the voting rights normally exercisable at
a general meeting of Goshawk including for this purpose (to the extent, if any, required by the Panel) any such voting rights attached to
any Goshawk Shares unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of conversion or subscription rights or otherwise and for the purposes of this condition:
(i) the expression "Goshawk Shares to which the Offer relates" shall be construed in accordance with sections 974 to 991 Companies
Act 2006;
(ii) Goshawk Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they
will carry upon issue; and
(iii) valid acceptances shall be deemed to have been received in respect of Goshawk Shares which are treated for the purposes of
section 979(8) Companies Act 2006 as having been acquired or contracted to be acquired by Enstar Acquisitions by virtue of acceptances of
the Offer;
The Mandatory Cash Offer is otherwise subject to the same terms as set out in the Offer Document dated 14 July 2008.
APPENDIX II
Terms defined in the Offer Document have the same meaning in this announcement. In addition, the following definition applies throughout
this announcement, unless the context requires otherwise other than:
Mandatory Cash Offer the offer announced in accordance with Rule 9 of the
Code
This information is provided by RNS
The company news service from the London Stock Exchange
END
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