On 4 November 1999 it was announced that the Independent Directors of Hibernian Group plc ("Hibernian") and the board of CGU plc ("CGU") had reached agreement on the terms of a recommended cash offer (the "Offer") to be made by Dresdner Kleinwort Benson on behalf of CGU to acquire all of the Hibernian Ordinary Shares not already owned by the CGU Group.
On 4 November 1999 it was announced that the Independent Directors of Hibernian Group plc ("Hibernian") and the board of CGU plc ("CGU") had reached agreement on the terms of a recommended cash offer (the "Offer") to be made by Dresdner Kleinwort Benson on behalf of CGU to acquire all of the Hibernian Ordinary Shares not already owned by the CGU Group.
CGU announces that, by 3.00pm on 10 December 1999 (being the first closing date of the Offer), valid acceptances of the Offer had been received in respect of 34,193,869 Hibernian Ordinary Shares, representing approximately 61.7 per cent of Hibernian's issued ordinary share capital. This includes 14,189,236 Hibernian Ordinary Shares, equivalent to approximately 25.6 per cent. of the issued ordinary share capital of Hibernian, in respect of which CGU received irrevocable undertakings to accept the Offer.
At the time of the announcement of the Offer, the CGU Group owned 15,178,989 Hibernian Ordinary Shares, representing approximately 28 per cent. of Hibernian's then issued ordinary share capital. Accordingly, the CGU Group now owns or has received acceptances for 89.0 per cent. of Hibernian's current issued ordinary share capital.
Valid acceptances have been received in respect of 7,990 Hibernian Ordinary Shares owned or controlled before commencement of the Offer period by Quilter & Co. Limited, a fund manager connected with CGU which manages funds on a discretionary basis. Davy Stockbrokers, which was appointed as stockbroker to CGU for the purposes of the Offer, was interested in or owned or controlled 76,534 Hibernian Ordinary Shares in the course of its ordinary activities as a stockbroker before the commencement of the Offer period. In addition, on 11 November 1999, Davy Stockbrokers acquired 432 Hibernian Ordinary Shares in the course of its ordinary activities as a stockbroker. Valid acceptances have yet to be received in respect of any of these 76,966 Hibernian Ordinary Shares. Discretionary clients of Davy Stockbrokers held 177,307 Hibernian Ordinary Shares before the commencement of the Offer period. Valid acceptances have been received in respect of all of these 177,307 Hibernian Ordinary Shares.
The Offer has been extended to 3.00pm on Friday 7 January 2000.
Save as disclosed above: (i) neither CGU nor any persons deemed to be acting in concert with CGU held any Hibernian Ordinary Shares, or any rights over such shares, immediately prior to 4 November 1999, being the commencement of the Offer period; (ii) neither CGU nor any persons deemed to be acting in concert with CGU has acquired or agreed to acquire any Hibernian Ordinary Shares during the Offer period; and (iii) no acceptance of the Offer has been received from any person deemed to be acting in concert with CGU. The directors of CGU accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of CGU (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.
Terms defined in the offer document dated 19 November 1999 have the same meanings when used herein unless the context requires otherwise.
Dresdner Kleinwort Benson, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting exclusively for CGU in connection with the Offer and no one else and will not be responsible to anyone other than CGU for providing the protections afforded to customers of Dresdner Kleinwort Benson, or for giving advice in relation to the Offer.