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Warburg (S.G.) Group (WSGC)

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Thursday 13 July, 2006

Warburg (S.G.) Group

Offer by S.G. Warburg & Co. 1

Warburg (S.G.) Group PLC
13 July 2006


EMBARGOED UNTIL 7am



Part I

Not for release, publication or distribution, in whole or in part, in or into
the United States, Canada, Australia or Japan.


                                              13 July 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



Summary

•                     The Boards of S.G. Warburg & Company plc ('SGW&Co') and
S.G. Warburg Group plc ('SGWG') announce that they have reached agreement on the
terms of a recommended unconditional cash offer to be made by SGW&Co, as advised
by UBS, for the entire issued preference share capital of SGWG (the 'Offer').

•                     The Offer will be 168 pence in cash for every SGWG
Preference Share.

•                     The Offer values the issued preference share capital of
SGWG at approximately £18.4 million.

•                     The Offer represents a premium of approximately 33.9 per
cent. over the Closing Price of 125.5 pence per SGWG Preference Share on 12 July
2006 the business day immediately prior to the date of this announcement.

•                     SGWG announced today that it was considering seeking the
approval of its members to liquidate the Company by way of a members' voluntary
liquidation.

•                     SGWG Preference Shareholders who do not accept the Offer
will participate in the members' voluntary liquidation and, as a result, it is
anticipated that they will receive £1 per SGWG Preference Share plus any arrears
of dividend due down to the commencement of the liquidation in cash for each
SGWG Preference Share they hold.

•                     The Offer therefore represents a premium of 68 per cent.
over the value that is anticipated to be received per SGWG Preference Share
pursuant to the members' voluntary liquidation by those SGWG Preference
Shareholders who choose not to accept the Offer.

•                     In the event that the Offer closes before 30 September
2006, arrangements will be put in place to ensure that SGWG Preference
Shareholders will receive a sum equivalent to their pro rata dividend
entitlements in relation to the period from 1 April 2006 to the date the Offer
closes.

•                     The Independent Directors consider the terms of the Offer
to be fair and reasonable as far as the SGWG Preference Shareholders are
concerned.  Accordingly, the Independent Directors of SGWG unanimously recommend
SGWG Preference Shareholders to accept the Offer.

•                     The Offer will not be governed by the terms of the City
Code on Takeovers and Mergers.

•                     As soon as it is able to do so, SGWG intends to apply to
the London Stock Exchange for the SGWG Preference Shares to cease trading and to
the UK Listing Authority to remove the SGWG Preference Shares from the Official
List.



Enquiries:
S.G. Warburg & Company plc
Hana Irani
+44 20 756 89822

S.G. Warburg Group plc
Dominik von-Arx
+44 20 756 82439

This summary should be read in conjunction with the full text of the following
announcement.  Certain further terms of the Offer are set out in Appendix I to
this announcement.  Appendix II sets out the bases of calculation and sources in
respect of some of the information contained in this document.  Appendix III
contains the definitions of certain terms used in this announcement.

UBS is acting 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.

This announcement does not constitute, or form any part of, any offer for, or
solicitation of any offer for, securities.  Any acceptance or other response to
the Offer should be made on the basis of the information contained in the Offer
Document and the Form of Acceptance.

Rule 8 Notice

As the Offer will not be governed by the Code, no disclosure of dealings under
Rule 8 of the Code will be 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.

Forward-looking statements

This announcement contains certain forward-looking statements, including
statements regarding the Company's plans, objectives and expected performance.
Such statements relate to events and depend on circumstances that will occur in
the future and are subject to risks, uncertainties and assumptions.  There are a
number of factors which could cause actual results and developments to differ
materially from those expressed or implied by such forward looking statements,
including, among others the enactment of legislation or regulation that may
impose costs or restrict activities; fluctuations in exchange controls; changes
in government policy and taxations; war and terrorism.  These forward-looking
statements speak only as at the date of this announcement.


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

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