GOS Goshawk Ins.Hds

    RNS Number : 3919B
  Enstar Acquisitions Limited
  15 August 2008
   

    NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN OR INTO, AUSTRALIA, CANADA, THE UNITED STATES OR JAPAN OR ANY OTHER JURISDICTION WHERE
IT IS UNLAWFUL TO DO SO.

    15 August 2008

    For immediate release

    Recommended Mandatory Cash Offer
    by
    Enstar Acquisitions Limited (a wholly owned subsidiary of Enstar Group Limited)
    for the entire issued share capital of
    Goshawk Insurance Holdings plc

    NO EXTENSION

    On 14 July 2008, Enstar Acquisitions posted an offer document (the "Offer Document") to Goshawk Shareholders in respect of the offer of
5.2 pence in cash for each Goshawk Share (the "Offer"), which is being made by Enstar Acquisitions. Enstar Acquisitions was newly
established for the purposes of making the Offer and is a wholly-owned subsidiary of Enstar.

    On 17 July 2008, Enstar Acquisitions announced the terms of a Mandatory Cash Offer for the entire issued ordinary share capital of
Goshawk at a price of 5.2 pence for each Goshawk Share. The only condition attached to the Mandatory Cash Offer is for Enstar Acquisitions
to have acquired (or agreed to acquire) or have received valid acceptances over Goshawk Shares carrying more than 50 per cent. of the voting
rights. On 25 July 2008, Enstar Acquisitions announced that the only condition of the Mandatory Cash Offer had been satisfied and declared
the Offer unconditional in all respects.

    On 5 August 2008, Enstar Acquisitions announced that the Mandatory Cash Offer will remain open for acceptance until 1.00 p.m. on 19
August 2008. Enstar Acquisitions announces that it will not extend the Offer beyond this time and date. Goshawk Shareholders who have not
yet accepted the Offer are therefore urged to do so as soon as possible and in any event by 1.00 p.m. on 19 August 2008 as any acceptances
received after this time and date will not be valid.

    Notice of Cancellation of Admission to Trading

    As previously announced, by virtue of the level of acceptances of the Offer, Enstar Acquisitions has acquired or agreed to acquire
issued share capital carrying more than 75 per cent. of the voting rights of Goshawk. As a result, Goshawk has applied to the UKLA for the
cancellation of the listing of Goshawk Shares on the Official List and to the London Stock Exchange for the cancellation of the admission to
trading of Goshawk Shares on the London Stock Exchange's market for listed securities. It is anticipated that the cancellation of the
listing of Goshawk Shares on the Official List and the cancellation of the admission to trading of Goshawk Shares on the London Stock
Exchange's market for listed securities will take effect on 3 September 2008. If this cancellation occurs, it will significantly reduce the
liquidity and marketability of Goshawk Shares not assented to the Offer. Once cancellation has taken effect, Goshawk Shareholders will no
longer be able to effect transactions in Goshawk Shares on the market at the market price.

    Certain terms used in this announcement are defined in the Offer Document dated 14 July 2008 and the Mandatory Cash Offer announcement
dated 17 July 2008.

    Enquiries:

    Fox-Pitt, Kelton (Financial Adviser to Enstar)
    -------------------------------------------------
    Simon Law    Tel: +44 (0)20 7663 6000
    Marc Milmo

    Fox-Pitt, Kelton, which is authorised and regulated by the FSA in the United Kingdom, is acting exclusively for Enstar and Enstar
Acquisitions and no-one else in connection with the Offer and will not be responsible to anyone other than Enstar and Enstar Acquisitions
for providing the protections afforded to clients of Fox-Pitt, Kelton nor for providing advice in relation to the Offer, the contents of
this announcement or any other matter or arrangement referred to herein.

    The Enstar Acquisitions Directors accept responsibility for the information contained in this announcement. To the best of the knowledge
and belief of the Enstar Acquisitions Directors (who have taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

    THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER, INVITATION OR THE SOLICITATION OF AN OFFER TO
SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR
TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF ANY APPLICABLE LAW. 

    The availability of the Offer to Goshawk Shareholders who are citizens or residents of jurisdictions outside the United Kingdom may be
affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. If you remain in any doubt, you should consult your professional adviser in the relevant
jurisdiction without delay.

    Unless otherwise determined by Enstar Acquisitions or required by the City Code and permitted by applicable law and regulation, the
Offer will not be, made, directly or indirectly, in or into, or by any means or instrumentality (including, without limitation, electronic
mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of,
or any facility of a national state or other securities exchange of the United States, Canada, Australia, Japan or any other Restricted
Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States,
Canada, Australia, Japan or any other Restricted Jurisdiction.



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