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


THIS ANNOUNCEMENT REPLACES THE EARLIER ANNOUNCEMENT RELEASED AT 7.00AM ON 18
SEPTEMBER 2006 UNDER THE HEADLINE 'COMPULSORY ACQUISITION OF SHARES'. THE FINAL
SENTENCE REGARDING THE DATE ON WHICH THE TRANSFER OF THE COMPULSORILY ACQUIRED
SGWG PREFERENCE SHARES IS EXPECTED TO TAKE PLACE IN THE EARLIER VERSION SHOULD
BE DISREGARDED. ALL OTHER DETAILS REMAIN THE SAME.


19 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


                      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

                        COMPULSORY ACQUISITION OF SHARES


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. Words and expressions defined in the Offer
Document shall have the same meaning when used in this announcement.


Compulsory Acquisition

SGW&Co announces that it has acquired not less than nine-tenths in value and
voting rights of the SGWG Preference Shares to which the Offer relates and,
accordingly, is now entitled and intends to compulsorily acquire the remaining
SGWG Preference Shares pursuant to Schedule 2 to the Takeovers Directive
(Interim Implementation) Regulations  2006 (the 'Regulations'). The appropriate
compulsory acquisition notices pursuant to paragraph 2 of Schedule 2 of the
Regulations will be despatched in due course to SGWG Preference Shareholders who
have not yet accepted the Offer. The transfer of the compulsorily acquired SGWG
Preference Shares is expected to take place on or after 30 October 2006.


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