GOS Goshawk Ins.Hds

    RNS Number : 4538Z
  Enstar Acquisitions Limited
  18 July 2008
   
    NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN OR INTO, AUSTRALIA, CANADA, THE UNITED STATES OR JAPAN OR ANY OTHER JURISDICTION WHERE
IT IS UNLAWFUL TO DO SO.

    18 July 2008

    For immediate release

    Recommended Mandatory Cash Offer
    by
    Enstar Acquisitions Limited (a wholly owned subsidiary of Enstar Group Limited)
    for the entire issued share capital of
    Goshawk Insurance Holdings plc
       
    Enstar Acquisitions announces that it has today acquired 67,577,422 Goshawk Shares representing
    approximately 7.68 per cent. of the existing issued ordinary share capital of Goshawk at 5.2p per share (the
    Offer price).  Included within these acquisitions are the Goshawk Shares previously held under an
    irrevocable undertaking given to Enstar Acquisitions by Laxey Partners (UK) Limited.

    As announced on 17 July 2008, the only condition of the recommended Mandatory Cash Offer is for Enstar
    Acquisitions to acquire or agree to acquire Goshawk Shares carrying more than 50 per cent. of the voting
    rights attaching to the Goshawk Shares.  Once all the share purchases made by Enstar Acquisitions satisfy 
    the requirements of Rule 9.3 of the City Code, Enstar Acquisitions will have acquired 449,939,774 Goshawk
    Goshawk Shares representing approximately 51.2 per cent. of the issued ordinary share capital of Goshawk.
    Accordingly Enstar Acquisitions intends to declare the recommended Mandatory Cash Offer 
 wholly unconditional shortly.

    The Goshawk directors, who have been so advised by Numis, continue to believe that the terms of the
    Offer are fair and reasonable to Goshawk Shareholders as a whole. In providing its advice to the Goshawk
    Directors, Numis has taken into account the commercial assessments of the Goshawk Directors.
    Accordingly, the Goshawk Directors unanimously recommend that Goshawk Shareholders accept the Offer.

    In addition to the Goshawk Shares now owned by Enstar Acquisitions, Enstar Acquisitions has
    received an irrevocable undertaking to accept, or procure the acceptance of, the Offer from Hartford
    Growth Trading Fund Limited for, in aggregate, 87,962,039 Goshawk Shares representing
    approximately 10.0 per cent. of the existing issued ordinary share capital of Goshawk. Full details of the
    terms of the irrevocable undertaking from Hartford Growth Trading Fund Limited are set out in the Offer
    Document.

    Accordingly, Enstar Acquisitions now owns or has received irrevocable undertakings in respect of a total of 537,901,813 Goshawk Shares,
representing approximately 61.2 per cent. of the existing issued ordinary share capital of Goshawk.

    Goshawk Shareholders who have already accepted the Offer need take no further action.  The period
    for acceptances in accordance with the Offer Document remains unchanged and the first closing date of the
    Offer continues to be 1.00 p.m. on 4 August 2008.


    Enquiries:

    Fox-Pitt, Kelton (Financial Adviser to Enstar)
    -------------------------------------------------
    Simon Law                                           Tel: +44 (0)20 7663 6000
    Marc Milmo

    Numis
    -------------------------------------------
    Lee Aston / Charlie Farquhar                Tel: +44 (0) 20 7260 1000 

    Terms defined in the Offer Document have the same meaning in this announcement.

    Fox-Pitt, Kelton, which is authorised and regulated by the FSA in the United Kingdom, is acting exclusively for Enstar and Enstar
Acquisitions and no-one else in connection with the Offer and will not be responsible to anyone other than Enstar and Enstar Acquisitions
for providing the protections afforded to clients of Fox-Pitt, Kelton nor for providing advice in relation to the Offer, the contents of
this announcement or any other matter or arrangement referred to herein.

    Numis, which is authorised and regulated by the FSA in the United Kingdom, is acting exclusively for Goshawk and no-one else in
connection with the Offer and will not be responsible to anyone other than Goshawk for providing the protections afforded to clients of
Numis nor for providing advice in relation to the Offer, the contents of this announcement or any other matter or arrangement referred to
herein.
    Dealing Disclosure Requirements
    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 Goshawk, all 'dealings' in any 'relevant securities' of Goshawk (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 London business day following the date of the relevant transaction. This requirement will continue until the date on
which any 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 Goshawk, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
    Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Goshawk by Enstar Acquisitions, Enstar or
Goshawk, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London 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 Takeover 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 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 consult the Panel (whose telephone number in the UK is
020 7638 0129).  

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

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