HUA Heritage Und.

    RNS Number : 4529U
  Argo Acquisition Limited
  14 May 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. 

    14 May 2008
    For immediate release


    Recommended Cash Offer
    by
    Argo Acquisition, Limited
    (a wholly owned subsidiary of
    Argo Group International Holdings, Ltd)
    for
    Heritage Underwriting Agency plc

    Offer declared unconditional in all respects

    Offer conditions

    Argo Acquisition, Limited ("Argo Acquisition") is pleased to announce that, all conditions of the Offer having been satisfied or waived,
the Offer is hereby declared unconditional in all respects.

    Further acceptances of the Offer

    The Offer, which remains subject to the terms and conditions set out in the Offer Document posted to Heritage Shareholders on 17 April
2008, has been extended and will remain open for acceptance until further notice. Heritage Shareholders who have not yet accepted the Offer
are urged to do so without delay.

    Holders of Heritage Shares held in certificated form and who wish to accept the Offer, should complete, sign and return the Form of
Acceptance in accordance with the instructions set out in the Offer Document and in the Form of Acceptance. 

    Holders of Heritage Shares held in uncertificated form, (i.e. in CREST) and who wish to accept the Offer should follow the procedures
for electronic acceptance through CREST set out in the Offer Document. Holders of Heritage Shares held as a CREST sponsored member should
refer to their CREST sponsor, as only the CREST sponsor will be able to send the necessary TTE instruction to Euroclear in relation to the
holder's Heritage Shares.

    Level of acceptances

    As at 1.00 p.m. (London time) on 14 May 2008, Argo Acquisition has received valid acceptances of the Offer in respect of 62,960,189
Heritage Shares (representing approximately 80.2 percent of the existing issued ordinary share capital of Heritage) and has acquired
7,691,703 Heritage Shares, which together represent, in aggregate, approximately 90.0 per cent. of the existing issued ordinary share
capital of Heritage


    Prior to the announcement of the Offer on 2 April 2008, Argo Acquisition had received irrevocable undertakings to accept (or procure the
acceptance of) the Offer from certain Heritage Shareholders in respect of their entire beneficial holdings totalling 49,746,882 Heritage
Shares, representing approximately 64.0 per cent of the then existing ordinary share capital of Heritage. Acceptances in respect of
49,672,232 Heritage Shares have been received pursuant to these irrevocable undertakings and are included in the total number of valid
acceptances referred to above.

    Since the announcement of the Offer, Argo Acquisition has acquired, in aggregate, 7,691,703 Heritage Shares at a maximum price of 154
pence per Heritage Share, representing approximately 9.8 per cent. of the current issued ordinary share capital of Heritage. All of these
Heritage Shares may be counted towards satisfaction of the acceptance condition of the Offer.

    Neither Argo Acquisition nor any person acting, or deemed to be acting, in concert with Argo Acquisition held any Heritage Shares (or
rights over Heritage Shares) prior to the commencement of the Offer Period. Save as set out above and as disclosed in the announcement of
the Offer dated 2 April 2008 made under rule 2.5 of the City Code,  neither Argo Acquisition nor any person acting, or deemed to be acting,
in concert with Argo Acquisition has acquired or agreed to acquire any Heritage Shares (or rights over any Heritage Shares) since the
commencement of the Offer Period. 

    Settlement under the Offer

    Settlement of the consideration due under the Offer in respect of valid acceptances received on or before the close of business on 14
May 2008 will be despatched (or, in respect of Heritage Shares held in uncertificated form, credited through CREST) on or before 28 May
2008. Settlement of the consideration in respect of valid acceptances received on or after today's date will be despatched or (in respect of
Heritage shares held in uncertificated form, credited through CREST) within 14 days of receipt of Forms of Acceptance which are valid and
complete in all respects.

    Compulsory acquisition and delisting

    Heritage Shareholders are reminded that, as set out in the Offer Document, Argo Acquisition intends, as soon as practicable, to exercise
its rights pursuant to Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Heritage Shares in respect of
which the Offer has not been accepted. 

    Heritage Shareholders are further reminded that, as a result of the Offer being declared wholly unconditional, Argo Acquisition intends
(subject to the agreement of the London Stock Exchange) to procure the making of an application of Heritage in accordance with the AIM Rules
for the cancellation of the admission to trading of Heritage Shares on AIM. It is anticipated that Heritage Shares will cease to be admitted
to trading on AIM, no earlier than 2 business days after the date of this announcement.. 

    It is also intended that Heritage will be re-registered as a private company under the relevant provisions of the Companies Acts.

    The cancellation of admission of Heritage Shares to trading on AIM will significantly reduce the liquidity and marketability of any
Heritage Shares not assented to the Offer and the value of such Heritage Shares may be adversely affected as a consequence.

    Additional copies of the Offer Document and the Form of Acceptance can be obtained by telephoning the Receiving Agent on 0870 707 1033
or +44 870 707 1033 if telephoning from outside the UK.

    All times referred to in this announcement are London Times.

    Terms defined in the Offer Document have the same meaning 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 and Argo
Acquisition 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.
This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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