Pre-emption Offers to Shareholders
Recommended Cash Offer
by
CLOSE ASSET MANAGEMENT HOLDINGS LIMITED
for
CAVANAGH GROUP PLC
Close Asset Management Holdings Limited ( “CAMHL” ) announces that, by means of this advertisement and a formal offer document dated 6 April 2011 (the “Offer Document” ), it is making a recommended offer (the “Offer” ) to acquire all the issued share capital of Cavanagh Group plc ( “Cavanagh” ) and any further shares which are unconditionally allotted or issued before the date on which the Offer closes (or such earlier date, not being earlier than the date on which the Offer becomes unconditional as to acceptances, as CAMHL may decide) ( “Cavanagh Shares” ).
Terms used in this advertisement shall have the meaning (unless the context otherwise requires) set out in the Offer Document.
The Offer
Cavanagh shareholders who accept the Offer will receive 220 pence in cash for every Cavanagh Share. The Offer values the entire issued and to be issued share capital of Cavanagh at approximately £26.2 million, net of expected share option proceeds.
The full terms and conditions of the Offer referred to above (including details of how the Offer may be accepted) are set out in the Offer Document and, in the case of certificated shareholders, the Form of Acceptance. Cavanagh shareholders who accept the Offer may rely only on the Offer Document and the Form of Acceptance for all the terms and conditions of the Offer. A condition of the Offer is the passing of the Resolution by Independent Shareholders. Notice of a General Meeting of Cavanagh Group plc to be held at 10.30 a.m. on 3 May 2011 at Dundas & Wilson CS LLP at Northwest Wing, Bush House, Aldwych, London WC2B 4EZ is set out in the Offer Document.
The Offer is, by means of this advertisement, extended to all persons to whom the Offer Document, Form of Acceptance and Form of Proxy may not be despatched who hold, or who are entitled to have allotted or issued to them, Cavanagh Shares. Such persons are informed that copies of the Offer Document, Form of Acceptance and Form of Proxy are available for collection from Capita Registrars, Corporate Actions, 34 Beckenham Road, Beckenham, Kent BR3 4TU during normal business hours.
The Offer, which is made by means of the Offer Document and this advertisement, will initially be open for acceptance until 1.00 p.m. on 3 May 2011. The Offer is not being made, directly or indirectly, in or into the United States, Canada, Australia or Japan, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telephone or electronically) of interstate or foreign commerce of, or of any facility of a national securities exchange of, the United States of America, its territories and possessions, any state of the United States and the District of Columbia (the “United States” ) and the Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan. This advertisement has not been published or otherwise distributed or sent to, into or from the United States, Canada, Australia or Japan and persons reading this advertisement (including custodians, trustees and nominees) must not distribute or send this advertisement, the Offer Document, the Form of Acceptance or Form of Proxy (nor any related document(s)) to, into or from the United States, Canada, Australia or Japan, nor use the United States mails or any such means or instrumentality for any purpose, directly or indirectly, in connection with the Offer and doing so will invalidate any related purported acceptances of the Offer.
Gleacher Shacklock LLP is acting exclusively for CAMHL and Close Brothers and no one else in connection with the Offer and will not regard any other person as its client nor be responsible to anyone other than CAMHL and Close Brothers for providing the protection afforded to the respective customers of Gleacher Shacklock LLP or for giving advice in relation to the Offer.
The Directors of CAMHL accept responsibility for the information contained in this advertisement. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this advertisement is in accordance with the facts and does not omit anything likely to affect the import of such information.
7 April 2011