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Warburg (S.G.) Group (WSGC)

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Friday 11 August, 2006

Warburg (S.G.) Group

Offer Document Posted

Warburg (S.G.) Group PLC
11 August 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 for the whole of the issued preference
                    share capital of S.G. Warburg Group plc

                          Posting of Offer Document


London 11 August 2006: Further to the announcement on 13 July 2006 by S.G.
Warburg & Company plc ('SGW&Co') regarding the recommended unconditional cash
offer for the whole of the issued preference share capital of S.G. Warburg Group
plc ('SGWG'), SGW&Co announces that the Offer Document, containing a letter of
recommendation from the Chairman of the Independent Directors of SGWG and the
full terms of the Offer, was posted yesterday, 10 August 2006, to SGWG
Preference Shareholders, together with the 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.

To accept the Offer the Form of Acceptance should be completed, signed and
returned by SGWG Preference Shareholders in accordance with the instructions set
out in the Offer Document and on 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 and, in any event, no later than 1.00 p.m. on 31 August 2006.

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 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 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.






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