HUA Heritage Und.

RNS Number:6013S
Argo Group International Hldgs Ltd
17 April 2008



Not for release, publication or distribution, in whole or in part, in, into or
from Canada, Australia or Japan or any other jurisdiction where to do so would
constitute a violation of the relevant laws of the relevant jurisdiction.



                                                                   17 April 2008





                              RECOMMENDED CASH OFFER

                                       by

                           Argo Acquisition, Limited

                         (a wholly owned subsidiary of

                    Argo Group International Holdings, Ltd)

                                      for

                        Heritage Underwriting Agency plc


                          Posting of offer document





Further to the announcement made on 2 April 2008 by Argo Group International
Holdings, Ltd ("Argo") of its intention to make an offer for Heritage
Underwriting Agency plc ("Heritage"), Argo announces that the Offer Document
containing the recommended cash offer made by Argo Acquisition, Limited for the
entire issued and to be issued ordinary share capital of Heritage was posted to
Heritage Shareholders today, together with the Form of Acceptance.



To accept the offer for Heritage Shares held in certificated form, Forms of
Acceptance should be completed, signed and returned in accordance with the
instructions set out in the Offer Document and in the Form of Acceptance as soon
as possible and, in any event, by no later than 1:00 p.m. (London time) on 8 May
2008.



To accept the Offer for Heritage Shares held in uncertificated form, (i.e. in
CREST, Heritage Shareholders should follow the procedures for electronic
acceptance through CREST set out in the Offer Document so that the TTE
Instruction settles as soon as possible and, in any event, by no later than 1:00
p.m. (London time) on 8 May 2008.



A copy of the Offer Document is available for inspection during normal business
hours on any weekday (Saturdays, Sundays, and public holidays excepted) at the
offices of Mayer Brown International LLP, 11 Pilgrim Street, London, EC4V 6RW,
until the end of the Offer Period.



The full terms and conditions of the Offer (including how the Offer may be
accepted) are set out in the Offer Document and the form of Acceptance. Terms
defined in the Offer Document have the same meanings when used in this
announcement.



HSBC Bank plc, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Argo and Argo
Acquisition and no one else in connection with the Offer and will not be
responsible to anyone other than Argo Acquisition and Argo for providing the
protections afforded to its customers or for providing advice in relation to the
Offer or in relation to the contents of this announcement or any transaction or
arrangement referred to herein.



This Announcement is not intended to and does not constitute, or form any part
of, an offer or an invitation or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
in any jurisdiction pursuant to the Offer or otherwise.



This announcement and the Offer are not being, and will not be made, directly or
indirectly, in or into Canada, Australia, Japan or any other jurisdiction where
to do so would constitute a violation of the laws of the relevant jurisdiction.,
and the Offer may not be capable of acceptance from or within Canada, Australia,
Japan or any other jurisdiction where to do so would constitute a violation of
the laws of the relevant jurisdiction. Accordingly, unless otherwise determined
by Argo or required by the City Code and permitted by applicable law and
regulation, copies of this announcement and any other documents related to the
Offer are not being, and must not be, indirectly or directly, mailed,
transmitted or otherwise forwarded, distributed or sent in, into or from Canada,
Australia, Japan or any other jurisdiction where to do so would constitute a
violation of the laws of the relevant jurisdiction.. All persons receiving this
announcement (including, without limitation, custodians, nominees and trustees)
should observe these restrictions and any applicable legal or regulatory
requirements of their jurisdiction and must not mail or otherwise forward, send
or distribute the Announcement in, into or from Canada, Australia, Japan or any
other jurisdiction where to do so would constitute a violation of the laws of
the relevant jurisdiction.. Any person (including without limitation, any
custodian, nominee or trustee) who would, or otherwise intends to, or may have a
contractual or legal obligation to, forward this announcement and/or the Offer
Document and/or the Form of Acceptance and/or other related document to any
jurisdiction outside the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of such jurisdiction.



Notice to US holders of Heritage Shares:



The Offer is being made in the United States pursuant to an exemption provided
by Rule 14d-1(d) from compliance with certain US tender offer rules under the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act").



The receipt of cash pursuant to the Offer by a US holder of Heritage Shares may
be a taxable transaction for US federal income tax purposes and under applicable
US state and local, as well as foreign and other tax laws. Each holder of
Heritage Shares is urged to consult its independent professional adviser
immediately regarding the tax consequences of acceptance of the Offer.



It may be difficult for US holders of Heritage Shares to enforce their rights
and any claim arising out of the US federal securities laws, since Argo, Argo
Acquisition and Heritage are located in a non-US country, and some or all of
their officers and directors may be residents of a non-US country. US holders of
Heritage Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgment.



Dealing disclosure requirements



In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
Exchange Act, Argo, Argo Acquisition or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to
purchase, Heritage Shares outside the United States, other than pursuant to the
Offer, before or during the period in which the Offer remains open for
acceptance. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. In addition, affiliates
of HSBC are connected exempt market makers and/or connected exempt principal
dealers, as such terms are used in the Code, and may from time to time make
certain purchases of, or arrangements to purchase, Heritage Shares other than
pursuant to the Offer, before or during the period in which the Offer remains
open for acceptance. Such purchases or arrangements to purchase Heritage Shares
must comply with English law, the City Code and other applicable law. Any
information about such purchases will be disclosed as required in the UK, will
be reported to a Regulatory Information Service and will be available on the
London Stock Exchange website, www.londonstockexchange.com.



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 Heritage, all "dealings" in any "relevant securities"
of Heritage (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 Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
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
Heritage, they will be deemed to be a single person for the purpose of Rule 8.3.



Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Heritage by Heritage, Argo Acquisition or Argo or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the 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 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 City 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, you should consult the Panel.




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

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