HUA Heritage Und.

RNS Number:0431U
Argo Acquisition Limited
08 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.



                                                                      8 May 2008





                              Recommended Cash Offer

                                       by

                           Argo Acquisition, Limited

                         (a wholly owned subsidiary of

                    Argo Group International Holdings, Ltd)

                                      for

                        Heritage Underwriting Agency plc

                  Extension of Offer and level of acceptances





Argo Acquisition, Limited ("Argo Acquisition") announces that, as at 1.00 p.m.
(London time) on 8 May 2008, the first closing date of the Offer, Argo
Acquisition has received valid acceptances of the Offer in respect of 61,923,946
Heritage Shares and has acquired 7,691,703 Heritage Shares, which together
represent, in aggregate, approximately 89.6 per cent. of the existing issued
ordinary share capital of Heritage

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 the next closing date, which
will be 1:00 p.m. (London time) on 14 May 2008.

To the extent they have not already done so, holders of Heritage Shares held in
certificated form, 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 as soon as possible and, in any
event, so as to be received by the Receiving Agent by no later than 1:00 p.m.
(London time) on 14 May 2008.

To the extent they have not already done so, holders of Heritage Shares held in
uncertificated form, (i.e. in CREST), who wish to accept the Offer 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 14 May 2008. 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.

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 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 9.9 per cent. of the 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.

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.

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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