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Warburg (S.G.) Group (WSGC)

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Monday 25 September, 2006

Warburg (S.G.) Group

Compulsory Acqn of Shares

Warburg (S.G.) Group PLC
25 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


25 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

                         COMPULSORY ACQUISITION UPDATE


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'). 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.

On 18 September, SGW&Co announced that it had acquired not less than nine-tenths
in value and voting rights of the SGWG Preference Shares to which the Offer
relates and, accordingly, that it intended 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 have now been despatched to SGWG Preference
Shareholders who have not accepted the Offer. The transfer of the compulsorily
acquired SGWG Preference Shares is now expected to take place on or after 3
November 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 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 many 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                                                               

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