RNS Number : 6763B
  Enstar Acquisitions Limited
  20 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.

    20 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

    Offer closed

    Enstar Acquisitions announces that its offer is now closed and that Goshawk Shareholders who have not yet validly accepted the offer are
no longer able to do so. 

    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 was 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 19 August 2008, being the closing date of the Offer (as announced on 5 August 2008), Enstar
Acquisitions had received valid acceptances of the Offer in respect of 292,754,290 Goshawk Shares, representing approximately 33.3 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 19 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 19 August 2008, Enstar Acquisitions owned or had received valid acceptances in respect of a
total of 786,319,273 Goshawk Shares, representing approximately 89.4 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 is now closed and that Goshawk Shareholders who have not already validly
accepted the Offer are no longer able to do so.

    For those Goshawk Shareholders who validly accepted the Offer prior to 1.00 p.m on 19 August 2008, settlement will be effected within 14
calendar days of receipt of their valid acceptance.

    Notice of Cancellation of Admission to Trading

    As previously announced, 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, Goshawk has applied 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. It is anticipated 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 on 3 September 2008. 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.

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

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