CVH.L Regulatory News (CVH)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

16 May 2011

RECOMMENDED CASH OFFER

for

CAVANAGH GROUP PLC

OFFER DECLARED WHOLLY UNCONDITIONAL

Introduction

On 4 April 2011, it was announced that the Boards of Close Brothers Group plc ("Close Brothers") and Cavanagh Group plc ("Cavanagh") had agreed the terms of a recommended cash offer to be made by Close Asset Management Holdings Limited ("CAMHL"), a subsidiary of Close Brothers, for the entire issued and to be issued share capital of Cavanagh (the "Offer").

On 12 May 2011, Close Brothers announced that the Offer had been declared unconditional as to acceptances.

Close Brothers is pleased to announce that all of the conditions of the Offer have now been either satisfied or waived and that the Offer is hereby declared wholly unconditional. This includes the receipt of approval from the Financial Services Authority to the change of control of Cavanagh. The Offer will remain open for acceptance until further notice.

Level of acceptances

As at 1.00 p.m. on 16 May 2011, CAMHL had received valid acceptances of the Offer in respect of a total of 7,640,340 Cavanagh Shares, representing approximately 65.9 per cent. of Cavanagh's current issued share capital of 11,597,047 Shares and approximately 91.1 per cent. of the 8,382,597 Cavanagh Shares to which the Offer relates (which excludes 3,214,450 Cavanagh Shares subject to the Management Arrangements).

This includes acceptances received in respect of 5,725,639 Cavanagh Shares (representing approximately 49.4 per cent. of Cavanagh's current issued share capital and approximately 68.3 per cent. of the Cavanagh Shares to which the Offer relates) which were subject to an irrevocable commitment procured by CAMHL. In addition, CAMHL has received acceptances in respect of a further 71,849 Cavanagh Shares which were subject to an irrevocable commitment procured by CAMHL but which are not Cavanagh Shares to which the Offer relates.

Acceptance of the Offer

Cavanagh Shareholders who have not yet accepted the Offer are encouraged to do so without delay. Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document and (in the case of shares held in certificated form) the Form of Acceptance.

The Offer Document and Form of Acceptance (in the case of Cavanagh Shareholders holding Cavanagh Shares in certificated form) have been sent to Cavanagh Shareholders in hard copy and are available on the Close Brothers website (www.closebrothers.co.uk), subject to restrictions relating to persons in certain overseas jurisdictions.

Settlement of consideration

The consideration due to accepting Cavanagh Shareholders will be despatched either on or before 30 May 2011, in respect of valid acceptances received not later than 1.00 p.m. on 16 May 2011, or within 14 days of the date of receipt of further acceptances which are valid and complete in all respects.

Compulsory acquisition, delisting and cancellation of trading in Cavanagh Shares

As CAMHL has received acceptances under the Offer in respect of over 90 per cent. in value of the Cavanagh Shares to which the Offer relates and over 90 per cent. of the voting rights carried by those shares, CAMHL intends to exercise its rights in accordance with sections 974 to 991 of the 2006 Act to acquire compulsorily the remaining Cavanagh Shares on the same terms as the Offer.

As stated in the Offer Document, CAMHL intends to procure the making of an application by Cavanagh to the London Stock Exchange for the cancellation of the admission to trading of its shares on AIM. It is anticipated that such cancellation will take effect no earlier than 8.00 a.m. on 14 June 2011. Delisting and the cancellation of trading of Cavanagh Shares will significantly reduce the liquidity and marketability of any Cavanagh Shares not acquired by CAMHL.

CAMHL and concert party interests in Cavanagh Shares

Neither CAMHL nor any person acting, or deemed to be acting, in concert with CAMHL currently holds or has agreed to acquire any Cavanagh Shares (or rights over Cavanagh Shares), other than pursuant to the Share Exchange Agreement, details of which are set out in the Offer Document.

Terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

Enquiries

CAMHL and Close Brothers

Gleacher Shacklock (financial adviser to CAMHL and Close Brothers)

Cavanagh

Brewin Dolphin (nominated adviser and financial adviser to Cavanagh)

Gleacher Shacklock LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority for investment business activities, is acting exclusively as financial adviser to CAMHL and Close Brothers and no one else in connection with the Offer and will not be responsible to anyone other than CAMHL and Close Brothers for providing the protections afforded to clients of Gleacher Shacklock LLP or for providing advice in relation to the Offer or any other matters referred to in this announcement.

Brewin Dolphin Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority for investment business activities, is acting exclusively as nominated adviser and financial adviser to Cavanagh and no one else in connection with the Offer and will not be responsible to anyone other than Cavanagh for providing the protections afforded to clients of Brewin Dolphin Limited or for providing advice in relation to the Offer or any other matters referred to in this announcement.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement is not for publication or distribution, directly or indirectly, to US persons or into the United States (including its territories and possessions, any state of the United States and the District of Colombia), Canada, Australia or Japan. This announcement has been prepared in accordance with English Law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. 

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is being made solely through the Offer Document, which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of information in the Offer Document.

The Offer is not and will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, the United States, Canada, Australia or Japan, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan. Accordingly, unless otherwise determined by CAMHL, copies of this announcement and any other document relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into the United States, Canada, Australia or Japan and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may make invalid any purported acceptance of the Offer by persons in any such jurisdiction.