GOS Goshawk Ins.Hds

    RNS Number : 6232A
  Enstar Acquisitions Limited
  05 August 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.

    5 August 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

    First Closing Date

    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. On 25 July 2008, Enstar Acquisitions announced that the only condition of the Mandatory Cash Offer had been satisfied and declared
the Offer unconditional in all respects.

    As at 1.00 p.m. (London time) on 4 August 2008, being the first closing date of the Offer (the "First Closing Date"), Enstar
Acquisitions had received valid acceptances of the Offer in respect of 234,026,979 Goshawk Shares, representing approximately 26.6 per cent.
of the existing issued ordinary share capital of Goshawk. This includes acceptances in respect of 87,962,039 Goshawk Shares, representing
approximately 10.0 per cent. of the existing issued ordinary share capital of Goshawk, which were received pursuant to an irrevocable
undertaking from Hartford Growth Trading Fund Limited.

    In addition, Enstar Acquisitions has acquired 493,564,983 Goshawk Shares representing approximately 56.1 per cent. of the existing
issued ordinary share capital of Goshawk. As at 1.00 p.m (London time) on 4 August 2008, all of the Goshawk Shares acquired by Enstar
Acquisitions satisfy the requirements of Rule 9.3 of the City Code. 

    Included within the 493,564,983 Goshawk Shares acquired by Enstar Acquisitions are all of the shares from Phoenix Asset Management
Partners Limited and Laxey Partners (UK) Limited which were previously subject to irrevocable undertakings.

    Therefore, as at 1.00 p.m. (London time) on 4 August 2008, Enstar Acquisitions owned or had received valid acceptances in respect of a
total of 727,591,962 Goshawk Shares, representing approximately 82.7 per cent. of the existing issued ordinary share capital of Goshawk and
all of these Goshawk Shares may be counted towards satisfaction of the acceptance condition as set out in the Mandatory Cash Offer
announcement dated 17 July 2008. 

    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.
    
Enstar Acquisitions also announces that the Mandatory Cash Offer will remain open for acceptance until the next closing date, which will be
1.00 p.m. on 19 August 2008. Goshawk Shareholders who have not yet accepted the Offer are urged to do so as soon as possible, and in any
event by 1.00 p.m. on 19 August 2008.

    Settlement will be effected on or before 8 August 2008 to such Goshawk Shareholders who validly accept the Offer prior to the Offer
being declared unconditional in all respects. Settlement for Goshawk Shareholders who validly accept the Offer from that date onwards will
be effected within 14 calendar days of receipt of their valid acceptance.

    Notice of Cancellation of Admission to Trading

    By virtue of the level of acceptances of the Offer, Enstar Acquisitions has acquired or agreed to acquire issued share capital carrying
more than 75 per cent. of the voting rights of Goshawk. As a result, Enstar Acquisitions also confirms that it intends, as soon as
practicable, and in accordance with the terms of the Offer Document, to procure the making of an application by Goshawk to the UKLA for the
cancellation of the listing of Goshawk Shares on the Official List and to the London Stock Exchange for the cancellation of the admission to
trading of Goshawk Shares on the London Stock Exchange's market for listed securities. If this cancellation occurs, it will significantly
reduce the liquidity and marketability of Goshawk Shares not assented to the Offer. Once cancellation has taken effect, Goshawk Shareholders
will no longer be able to effect transactions in Goshawk Shares on the market at the market price. 

    Goshawk Shareholders are hereby notified that the cancellation of the listing of Goshawk Shares on the Official List and the
cancellation of the admission to trading of Goshawk Shares on the London Stock Exchange's market for listed securities will take effect not
earlier than 3 September 2008, being 20 business days following the date of this announcement. Following this, it is also intended that
Goshawk will be re-registered as a private company under the relevant provisions of the Act.

    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 
 
OUPUSRKRWARWRAR

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