Warburg (S.G.) Group PLC
01 September 2006

EMBARGOED UNTIL 7AM



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES



1 September 2006



                      RECOMMENDED UNCONDITIONAL CASH OFFER



                                       by



                           S.G. WARBURG & COMPANY PLC

                     (a wholly owned subsidiary of UBS AG)

             for the whole of the issued preference share capital of



                             S.G. WARBURG GROUP PLC



                   LEVEL OF ACCEPTANCES AND EXTENSION OF OFFER





1.      Level of acceptances


On 13 July 2006, the Boards of S.G. Warburg Group plc ('SGWG') and S.G. Warburg
& Company plc ('SGW&Co') announced the terms of a recommended unconditional cash
offer for the entire issued preference share capital of SGWG.  The offer was
made to SGWG Preference Shareholders by means of an Offer Document dated 10
August 2006 (the 'Offer Document') and an advertisement in the Financial Times
(London) edition on 11 August 2006.


As at 1.00 p.m. (London time) on 31 August 2006, the First Closing Date of the
Offer, valid acceptances had been received in respect of 8,806,525 SGWG
Preference Shares, representing approximately 80.5 per cent. of the issued SGWG
Preference Share capital.


Prior to making the Offer, UBS UK Properties Limited (an associate of SGW&Co)
owned 1,386,479 SGWG Preference Shares, representing approximately 12.7 per
cent. of the issued preference share capital of SGWG.


Therefore, as at the First Closing Date of the Offer, SGW&Co and its associate,
UBS UK Properties Limited, had received valid acceptances in respect of the
Offer and owned a total of 10,193,004 SGWG Preference Shares, representing
approximately 93.2 per cent. of the issued SGWG Preference Share capital.




2.       Extension of the Offer


The Offer, which remains subject to the terms and conditions set out in the
Offer Document, is being extended and will remain open for acceptance until 1.00
p.m. (London Time) on 14 September 2006.


SGWG Preference Shareholders who have not yet accepted the Offer are urged to
complete, sign and return the Form of Acceptance, in accordance with the
instructions set out in the Offer Document and in the Form of Acceptance, so as
to be received by Capita Registrars, The Registry, 34 Beckenham Road, Beckenham,
Kent, BR3 4TU as soon as possible.


Full details of how to accept the Offer are set out in the Offer Document and
the accompanying Form of Acceptance.


Copies of the Offer Document and the Form of Acceptance are available for
inspection at Herbert Smith LLP, Exchange House, Primrose Street, London, EC2A
2HS.


Capitalised terms used, but not defined, in this announcement have the same
meaning as given to them in the Offer Document.



Enquiries:



S.G. Warburg Group plc

Dominik von-Arx           +44 (0)20 7568 2439



S.G. Warburg & Company plc

Hana Irani                +44 (0)20 7568 9822






This announcement does not constitute an offer or an invitation to purchase any
securities. Any response in relation to the Offer should be made only on the
basis of the information contained in the Offer Document and accompanying Form
of Acceptance, when issued, which will contain the full terms of the Offer.


UBS is acting exclusively for SGW&Co and no-one else in connection with the
Offer and will not be responsible to anyone other than SGW&Co for providing the
protections afforded to clients of UBS or for providing advice in relation to
the Offer, the content of this announcement or any matter or arrangement
referred to herein.


The Offer will not be made, directly or indirectly, in or into, or by the use of
the mails or any means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of the United States, Canada,
Australia or Japan.  Accordingly, except as required by applicable law, copies
of this announcement are not being, and may not be, mailed or otherwise
forwarded, distributed or sent in, into or from the United States, Canada,
Australia or Japan.  Persons receiving this announcement (including without
limitation nominees, trustees or custodians) must not forward, distribute or
send it into the United States, Canada, Australia or Japan.


The availability of the Offer to SGWG Preference Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions.  In particular, the Offer will not be made directly or indirectly
into the United States, Canada, Australia or Japan.  SGWG Preference
Shareholders who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.


As the Offer is not being governed by the Code, no disclosure of dealings under
Rule 8 of the Code are required to be made by any of the parties to the Offer
(or their associates) nor by any person with an interest in the SGWG Preference
Shares representing 1% or more of the issued SGWG Preference Share capital.


This announcement has been approved by UBS solely for the purposes of section 21
of the Financial Services and Markets Act 2000.





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