GOS Goshawk Ins.Hds

    RNS Number : 8584Z
  Enstar Acquisitions Limited
  25 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.

    25 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

    Offer unconditional in all respects

    On 14 July 2008, Enstar Acquisitions posted an offer document (the "Offer Document") to Goshawk Shareholders in respect of the offer of
5.2 pence in cash for each Goshawk Share (the "Offer"), which is being made by Enstar Acquisitions. Enstar Acquisitions was newly
established for the purposes of making the Offer and is a wholly-owned subsidiary of Enstar.

    On 17 July 2008, Enstar Acquisitions announced the terms of a Mandatory Cash Offer for the entire issued ordinary share capital of
Goshawk at a price of 5.2 pence for each Goshawk Share. The only condition attached to the Mandatory Cash Offer is for Enstar Acquisitions
to have acquired (or agreed to acquire) or have received valid acceptances over Goshawk Shares carrying more than 50 per cent. of the voting
rights.

    Enstar Acquisitions is now pleased to announce that the only condition of the Mandatory Cash Offer has been satisfied and that the Offer
is hereby declared unconditional in all respects.

    Enstar Acquisitions has acquired 449,939,774 Goshawk Shares representing approximately 51.2 per cent. of the existing issued ordinary
share capital of Goshawk. As at 2.00 p.m (London time) on 24 July 2008, of the Goshawk Shares acquired, 449,370,726 Goshawk Shares,
representing approximately 51.1 per cent. of the existing issued ordinary share Capital of Goshawk, satisfy the requirements of Rule 9.3 of
the City Code. It is anticipated that the remaining 569,048 Goshawk Shares acquired by Enstar Acquisitions will satisfy the requirements of
Rule 9.3 of the City Code in due course. 

    Included within the 449,939,774 Goshawk Shares owned by Enstar Acquisitions are Goshawk Shares that have been acquired from Phoenix
Asset Management Partners Limited and Laxey Partners (UK) Limited and which were previously subject to irrevocable undertakings.

    As at 2.00 p.m. (London time) on 24 July 2008, valid acceptances of the Mandatory Cash Offer had been received in respect of 4,430,566
Goshawk Shares, representing approximately 0.5 per cent. of the existing issued ordinary share capital of Goshawk.

    Therefore, as at 2.00 p.m. (London time) on 24 July 2008, Enstar Acquisitions owned or had received valid acceptances in respect of a
total of 454,370,340 Goshawk Shares, representing approximately 51.7 per cent. of the existing issued ordinary share capital of Goshawk.
453,801,292 of these Goshawk Shares, representing approximately 51.6  per cent. of the existing issued ordinary share capital of Goshawk may
be counted towards satisfaction of the acceptance condition as set out in the Mandatory Cash Offer announcement dated 17 July 2008.

    In addition, Enstar Acquisitions has an outstanding irrevocable undertaking given by Hartford Growth Trading Fund Limited in respect of
87,962,039 Goshawk Shares, representing approximately 10.0 per cent. of the existing issued ordinary share capital of Goshawk.

    Save as disclosed above, neither Enstar Acquisitions nor Enstar nor any person acting, or deemed to be acting, in concert with Enstar
Acquisitions or Enstar held any Goshawk Shares (or rights over Goshawk Shares) immediately prior to the Offer Period nor have they acquired
or agreed to acquire any Goshawk shares (or rights over Goshawk Shares) since the commencement of the Offer Period.

    Goshawk Shareholders who wish to accept the Mandatory Cash Offer, and who have not yet done so, should act in accordance with the
instructions set out in the Offer Document dated 14 July 2008 and (in respect of Goshawk Shares held in certificated form) the Form of
Acceptance as soon as possible. Further copies of the Offer Document and Forms of Acceptance are available to Goshawk Shareholders who are
entitled to receive these documents by calling Capita Registrars on 0871 664 0321 (or, from outside the United Kingdom, +44 20 8639 3399)
between 9.00 a.m. and 5.00 p.m. (London time), Monday to Friday (excluding UK public holidays).

    The first closing date of the Mandatory Cash Offer is 1.00 p.m (London Time) on 4 August 2008 (the "First Closing Date") although the
Mandatory Cash Offer will remain open until further notice. Settlement will be effected on or before 18 August 2008 to such Goshawk
Shareholders who validly accept the Offer prior to the First Closing Date. Settlement for Goshawk Shareholders who validly accept the Offer
from the First Closing Date onwards will be effected within 14 calendar days of receipt of their valid acceptance.

    Certain terms used in this announcement are defined in the Offer Document dated 14 July 2008 and the Mandatory Cash Offer announcement
dated 17 July 2008.

    Enquiries:

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

    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.

    The Enstar Acquisitions Directors accept responsibility for the information contained in this announcement. To the best of the knowledge
and belief of the Enstar Acquisitions Directors (who have taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

    THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER, INVITATION OR THE SOLICITATION OF AN OFFER TO
SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR
TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF ANY APPLICABLE LAW. 

    The availability of the Offer to Goshawk Shareholders who are citizens or residents of jurisdictions outside the United Kingdom may be
affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. If you remain in any doubt, you should consult your professional adviser in the relevant
jurisdiction without delay.

    Unless otherwise determined by Enstar Acquisitions or required by the City Code and permitted by applicable law and regulation, the
Offer will not be, made, directly or indirectly, in or into, or by any means or instrumentality (including, without limitation, electronic
mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of,
or any facility of a national state or other securities exchange of the United States, Canada, Australia, Japan or any other Restricted
Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States,
Canada, Australia, Japan or any other Restricted Jurisdiction.

    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 
 
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