CHU Chaucer Hldgs

TIDMCHU

RNS Number : 2763J

Chaucer Holdings PLC

28 June 2011

28 June 2011

RECOMMENDED CASH ACQUISITION

OF

CHAUCER HOLDINGS PLC

BY

440 TESSERA LIMITED

A WHOLLY-OWNED SUBSIDIARY OF THE HANOVER INSURANCE GROUP, INC.

(to be implemented by way of a scheme of arrangement

under Part 26 of the Companies Act 2006)

Scheme sanctioned by the Court

On 20 April 2011, Chaucer Holdings plc ("Chaucer") and 440 Tessera Limited (a wholly-owned subsidiary of The Hanover Insurance Group, Inc.) ("BidCo") announced that they had reached agreement on the terms of a recommended cash acquisition, to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), of the entire issued and to be issued share capital of Chaucer by BidCo. A circular containing, amongst other things, notices of the Court Meeting and the Chaucer General Meeting, details of the Scheme and setting out the terms of the Acquisition (the "Scheme Circular") was posted to Chaucer Shareholders on 11 May 2011. The Scheme Circular was subsequently amended and supplemented by a Supplementary Scheme Circular sent to Chaucer Shareholders on 20 May 2011 (together with the Scheme Circular, the "Scheme Document").

The Directors of Chaucer are pleased to announce that the conditions set out in paragraph 1.3 of Part Three of the Scheme Circular have been satisfied or waived and that the Court sanctioned the Scheme today. In order for the Scheme to become effective in accordance with its terms, the Court must now confirm the Reduction of Capital at the Court hearing which is scheduled to take place on 30 June 2011.

Following an application by Chaucer to the UK Listing Authority, it is expected that trading of Chaucer Shares on the main market of the London Stock Exchange will be suspended from 4:30 p.m. (London time) on 30 June 2011. It is expected that the listing of the Chaucer Shares on the Official List of the UK Listing Authority will be cancelled and the Chaucer Shares will cease to be admitted to trading on the London Stock Exchange by no later than 8 a.m. (London time) on 4 July 2011.

Unless the context otherwise requires, terms defined in the Scheme Document shall have the same meaning in this announcement.

Enquiries

Chaucer Tel: +44 (0) 20 7397 9700

Bob Stuchbery, Chief Executive

Kinmont Tel: +44 (0) 20 7087 9100

(Joint financial adviser to Chaucer)

John O'Malley

Mat Thackery

Willis Capital Markets & Advisory Tel: +44 (0) 20 3124 6000

(Joint financial adviser to Chaucer)

Michiel Bakker

John Philipsz

Numis Securities Limited Tel: +44 (0) 20 7260 1000

(Corporate broker to Chaucer)

Oliver Hemsley

Charles Farquhar

Citigate Dewe Rogerson Tel: +44 (0) 20 7638 9571

(PR adviser to Chaucer)

Justin Griffiths

Sarah Gestetner

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is, or becomes, "interested" (directly or indirectly) in one 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. An "Opening Position Disclosure" by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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, interested in one 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 of the Code. A "Dealing Disclosure" by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (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 of the Code.

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

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 Takeover 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.

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 contact an independent financial adviser authorised by the FSA under FSMA or consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7638 0129.

A copy of this announcement will be available on the Chaucer website at www.chaucerplc.com by no later than 12 noon (London time) on 29 June 2011.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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