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Warburg (S.G.) Group (WSGC)

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Friday 15 September, 2006

Warburg (S.G.) Group

Offer Update

Warburg (S.G.) Group PLC
15 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



15 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


                                  OFFER UPDATE



1. Close of the Offer

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. The offer was extended on 1 September to remain open
for acceptance until 1.00 p.m. (London Time) on 14 September 2006.

As at 1.00pm (London Time) on 14 September 2006, the Offer was closed.

Words and expressions defined in the Offer Document shall have the same meaning
when used in this announcement, unless the context requires otherwise.


2. Level of acceptances

As at 1.00 p.m. (London Time) on 14 September 2006, the Final Closing Date of
the Offer, valid acceptances had been received in respect of 10,635,759 SGWG
Preference Shares, representing approximately 97.3 per cent. of the issued SGWG
Preference Share Capital, and including an acceptance in respect of the
1,386,479 SGWG Preference Shares owned by UBS UK Properties Limited (an
associate of SGW&Co), representing approximately 12.7 per cent. of the issued
preference share capital of SGWG.


3. Cancellation of listing

As stated in the Offer Document, SGW&Co intends to procure that SGWG will apply
for cancellation of the listing of the SGWG Preference Shares on the Official
List and the cessation of trading of the SGWG Preference Shares  on the London
Stock Exchange's market for listed securities. It is anticipated that the
cancellation of listing and trading will take effect on 20 October 2006, being
not less than 20 Business Days following the announcement of SGW&Co's intention
to apply for cancellation of listing and trading.




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 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                                             

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