HUA Heritage Und.

    RNS Number : 2020W
  Argo Acquisition Limited
  06 June 2008
   


    Not for release, publication or distribution, in whole or in part, in, into or from Canada, Australia or Japan or any other jurisdiction
where to do so would constitute a violation of the relevant laws of the relevant jurisdiction. 


    6 June 2008
    For immediate release


    Recommended Cash Offer
    by
    Argo Acquisition, Limited
    (a wholly owned subsidiary of
    Argo Group International Holdings, Ltd)
    for
    Heritage Underwriting Agency plc

    Compulsory acquisition of outstanding Heritage Shares
    and
    Final Closing Date of the Offer

    On 14 May 2008, Argo Acquisition, Limited ("Argo Acquisition") declared that the Offer was unconditional in all respects. 

    On 16 May 2008, Heritage Underwriting Agency plc announced that cancellation of admission to AIM of Heritage's shares will take effect
from 8.00 a.m. on 16 June 2008.

    Compulsory acquisition

    As at 1.00 p.m. on 5 June 2008, Argo Acquisition has acquired or received valid acceptances of the Offer in respect of a total of
80,051,386 Heritage Shares, representing approximately 95.9% per cent. of the existing issued ordinary share capital of Heritage. 

    Accordingly, having met the relevant criteria to do so, Argo is today implementing the statutory procedures to exercise its rights
pursuant to Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Heritage Shares in respect of which the
Offer has not yet been accepted and which are still outstanding at the expiry of the requisite notice period.

    Final closing date for the Offer

    Notice is hereby given to any shareholders who have not yet accepted the Offer that the Offer, which remains subject to the terms and
conditions set out in the Offer Document posted to Heritage Shareholders on 17 April 2008, will remain open for acceptance until 1.00p.m. on
18 July 2008. 

    Heritage Shareholders who have not yet accepted the Offer are urged to do so without delay. Forms of Acceptance or electronic acceptance
instructions received after 1.00p.m. on 18 July 2008 will not be valid and the compulsory acquisition procedures referred to above will
apply in respect of the Heritage Shares to which such Forms of Acceptance or electronic acceptance instructions relate. 

    Additional copies of the Offer Document and the Form of Acceptance can be obtained by telephoning the Receiving Agent on 0870 707 1033
or +44 870 707 1033 if telephoning from outside the UK.

    All times referred to in this announcement are London Times. Terms defined in the Offer Document have the same meaning when used in this
announcement.

    HSBC Bank plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
Argo and Argo Acquisition and no one else in connection with the Offer and will not be responsible to anyone other than Argo and Argo
Acquisition for providing the protections afforded to its customers or for providing advice in relation to the Offer or in relation to the
contents of this announcement or any transaction or arrangement referred to herein. 

    This announcement is not intended to and does not constitute, or form any part of, an offer or an invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities in any jurisdiction pursuant to the Offer
or otherwise. 

    This announcement and the Offer are not being, and will not be made, directly or indirectly, in or into Canada, Australia, Japan or any
other jurisdiction where to do so would constitute a violation of the laws of the relevant jurisdiction, and the Offer may not be capable of
acceptance from or within Canada, Australia, Japan or any other jurisdiction where to do so would constitute a violation of the laws of the
relevant jurisdiction. Accordingly, unless otherwise determined by Argo or required by the City Code and permitted by applicable law and
regulation, copies of this announcement and any other documents related to the Offer are not being, and must not be, indirectly or directly,
mailed, transmitted or otherwise forwarded, distributed or sent in, into or from Canada, Australia, Japan or any other jurisdiction where to
do so would constitute a violation of the laws of the relevant jurisdiction. All persons receiving this announcement (including, without
limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise
forward, send or distribute the announcement in, into or from Canada, Australia, Japan or any other jurisdiction where to do so would
constitute a violation of the laws of the relevant jurisdiction. Any person (including, without limitation, any custodian, nominee or
trustee) who would, or otherwise intends to, or may have a contractual or legal obligation to, forward this announcement and/or the Offer
Document and/or the Form of Acceptance and/or other related document to any jurisdiction outside the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements of such jurisdiction.

    Notice to US holders of Heritage Shares:

    The Offer is being made in the United States pursuant to an exemption provided by Rule 14d-1(d) from compliance with certain US tender
offer rules under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"). 

    The receipt of cash pursuant to the Offer by a US holder of Heritage Shares may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as foreign and other tax laws. Each holder of Heritage Shares is urged to consult
its independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.

    It may be difficult for US holders of Heritage Shares to enforce their rights and any claim arising out of the US federal securities
laws, since Argo, Argo Acquisition and Heritage are located in a non-US country, and some or all of their officers and directors may be
residents of a non-US country. US holders of Heritage Shares may not be able to sue a non-US company or its officers or directors in a
non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgment.

    The Offer is subject to UK disclosure requirements, which are different from those of the US. The financial information on Heritage
included in the Offer Document has been prepared in accordance with International Financial Reporting Standards (as adopted by the European
Union) and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in
accordance with US generally accepted accounting principles. The Offer is being made in the US pursuant to an exemption from the US tender
offer rules and is otherwise being made in accordance with the requirements of the City Code. Accordingly, the Offer is subject to
disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing
of payments, that are different from those applicable under US domestic tender offer procedures and law.

    In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the Exchange Act, Argo, Argo Acquisition or their nominees or
brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Heritage Shares outside the United
States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may
occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, HSBC and HSBC Financial
Products (France) SNC are connected exempt market makers and/or connected exempt principal dealers, as such terms are used in the City Code,
and may from time to time make certain purchases of, or arrangements to purchase, Heritage Shares other than pursuant to the Offer, before
or during the period in which the Offer remains open for acceptance. Such purchases or arrangements to purchase Heritage Shares must comply
with English law, the City Code and other applicable law. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service
and will be available on the London Stock Exchange website, www.londonstockexchange.com.
This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
OUPFKAKPQBKDBAK

Heritage Und. (LSE:HUA)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024

Heritage Und. (LSE:HUA)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024