CB. Cbg Group

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RNS Number : 2789N

Giles Insurance Brokers Limited

31 August 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

RECOMMENDED CASH OFFER

by

GILES INSURANCE BROKERS LIMITED

for

CBG GROUP PLC

OFFER UPDATE - OFFER DECLARED WHOLLY UNCONDITIONAL

Introduction

On 2 August 2011, it was announced that the Boards of Giles Insurance Brokers Limited ("Giles") and CBG Group plc ("CBG") had agreed the terms of a recommended cash offer to be made by Giles, a wholly owned indirect subsidiary of Expectrum Limited, for the entire issued and to be issued share capital of CBG (the "Offer"), which remained subject to the terms and conditions which are set out in the Offer document ("the Offer Document").

On 25 August 2011, it was announced that the Offer had been declared unconditional as to acceptances.

Giles is pleased to announce that all of the conditions of the Offer have now been either satisfied or waived and that the Offer is hereby declared wholly unconditional. This includes the receipt of approval from the Financial Services Authority to the change of control of CBG. The Offer will remain open for acceptance until 14 September 2011.

Level of acceptances

As at 1.00 p.m. on 30 August 2011, Giles had received valid acceptances of the Offer in respect of a total of 14,635,720 CBG Shares, representing approximately 92.17 per cent. of CBG's current issued share capital.

This includes acceptances received in respect of 8,040,455 CBG Shares (representing approximately 50.64 per cent. of CBG's current issued share capital) which were subject to irrevocable undertakings and non - binding letters of intent to accept, or (where applicable) procure the acceptance of, the Offer by Giles.

Giles has received irrevocable undertakings to accept the Offer in respect of a further 24,679 CBG Shares (representing approximately 0.16 per cent. of CBG's current issued share capital) which have not yet been assented to the Offer.

Acceptance of the Offer

CBG Shareholders who have not yet accepted the Offer are encouraged to do so without delay and in any event by 1.00 p.m. on 14 September 2011. Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document and (in the case of shares held in certificated form) the Form of Acceptance.

Settlement of consideration

The consideration due to accepting CBG Shareholders will be despatched either on or before 14 September 2011, in respect of valid acceptances received by 1.00 p.m. on 31 August 2011, or within 14 days of the date of receipt of further acceptances which are valid and complete in all respects.

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 no earlier than 8.00 a.m. on 28 September 2011.

If you are in any doubt about the action you should take, you should without delay consult an independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the UK or, if you are outside the UK, another appropriately authorised independent financial adviser.

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)

Alex Clarkson / 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.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws or regulatory requirements of any such jurisdiction. In particular, this announcement is not for publication or distribution, directly or indirectly, to US persons or into the United States (including its territories and possessions, any state of the United States and the District of Colombia), Canada, Australia or Japan. This announcement has been prepared in accordance with English Law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is made solely through the Offer document, which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any voting decision, acceptance or other response to the Offer should be made only on the basis of information in the Offer document.

The Offer is not and will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, the United States, Canada, Australia or Japan, and the Offer is not and will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan. Accordingly, unless otherwise determined by Giles, copies of this announcement and any other document relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into the United States, Canada, Australia or Japan and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may make invalid any purported acceptance of the Offer by persons in any such jurisdiction.

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.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is (directly or indirectly) interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, (directly or indirectly) interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

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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