Offer Wholly Unconditional

RNS Number:4542K
Towergate Partnership Limited
21 December 2007


OFFER UPDATE

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

EMBARGOED UNTIL 7.00AM

                                                                21 December 2007

                             Recommended Cash Offer

                                       by

                  Towergate Partnership Limited ("Towergate")

            for the entire issued and to be issued share capital of

                 Broker Network Holdings plc ("Broker Network")

OFFER DECLARED WHOLLY UNCONDITIONAL

Introduction

On 27 November 2007, Towergate Partnership Limited ("Towergate") announced the
terms of a cash offer for the entire issued and to be issued share capital of
Broker Network Holdings Plc ("Broker Network"), which was recommended by the
board of Broker Network.  The full terms and conditions of the Offer are set out
in the offer document, which was posted to Broker Network Shareholders on 29
November 2007 (the "Offer Document").

Towergate is pleased to announce that all the conditions to the Offer have now
been satisfied or waived and accordingly the Offer is today declared
unconditional in all respects.

Level of Acceptances

As at 1.00 p.m. (London time) on 20 December 2007 (being the first closing date
of the Offer), Towergate had received valid acceptances of the Offer from Broker
Network Shareholders in respect of a total of 14,592,279 Broker Network Shares,
representing approximately 92.9 per cent. of Broker Network's existing issued
share capital.  None of these acceptances were received from persons acting in
concert with Towergate.  Each of these acceptances may be counted by Towergate
towards the satisfaction of the acceptance condition of the Offer.

This total number of acceptances includes (i) acceptances received in respect of
 8,396,369 Broker Network Shares (representing approximately 53.5 per cent. of
the existing issued share capital of Broker Network) which were subject to
irrevocable commitments procured by Towergate from the Directors of Broker
Network and certain other Broker Network Shareholders and (ii) acceptances
received in respect of 1,223,500 Broker Network Shares (representing
approximately 7.8 per cent. of the existing issued share capital of Broker
Network) which were subject to non-legally binding letters of intent to accept
(or to procure acceptance of) the Offer received by Towergate from certain other
Broker Network Shareholders.

Towergate has not yet received valid acceptances in respect of 403,051 Broker
Network Shares which are the subject of irrevocable undertakings, representing
approximately 2.6 per cent. of the existing issued share capital of Broker
Network.

Towergate currently does not own any Broker Network Shares.  Accordingly,
Towergate is the owner or has received valid acceptances in respect of
14,592,279 Broker Network Shares, representing approximately 92.9 per cent. of
the existing issued share capital of Broker Network.

Accordingly, the acceptance condition of the Offer as set out in paragraph 1 of
Part A of Appendix I to the Offer Document has now been satisfied.

Save as disclosed in either this announcement or in the Offer Document, neither
Towergate nor, so far as Towergate is aware, any person acting in concert with
Towergate, has an interest in or right to subscribe for relevant securities of
Broker Network or has any short position in relation to relevant securities of
Broker Network (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery of any relevant securities of Broker Network nor has any such
person borrowed or lent therein.

Save for the irrevocable undertakings and letters of intent described above,
neither Towergate nor any person acting in concert with Towergate has any
arrangement in relation to Broker Network Shares, or any securities convertible
or exchangeable into Broker Network Shares or options (including trading
options) in respect of, or derivatives referenced to, Broker Network Shares.
For these purposes, "arrangement" includes any indemnity or option arrangement,
any agreement or understanding, formal or informal, of whatever nature, relating
to relevant securities which is, or may be, an inducement to deal or refrain
from dealing in such securities.

As at 1.00 p.m. (London time) on 20 December 2007, Towergate may count
14,592,279 Broker Network Shares (representing approximately 92.9 per cent. of
the existing issued share capital of Broker Network) towards satisfaction of the
acceptance condition to the Offer.

Other conditions

As all other conditions of the Offer have also been satisfied or waived, the
Offer has been declared unconditional in all respects as set out in this
announcement.

Closing date of the Offer

The Offer will remain open for acceptance until further notice.

Settlement of consideration

Settlement of the consideration to accepting Broker Network Shareholders or
their designated agents will be effected as set out below:

(a)   in the case of acceptances received complete in all respects by 
      today, within 14 calendar days; or

(b)   in the case of acceptances received complete in all respects after 
      
today, within 14 calendar days of such receipt.

De-listing

As Towergate has attained in excess of 90 per cent. of the voting rights
attaching to Broker Network Shares, Towergate is taking steps to procure the
application by Broker Network for the cancellation of the listing of Broker
Network Shares on AIM and the cancellation of trading in Broker Network Shares
on AIM.  It is anticipated that cancellation of listing and trading will take
effect at 7.00 a.m. on 23 January 2008.  Such de-listing would significantly
reduce the liquidity and marketability of any Broker Network Shares that are not
acquired by Towergate.  It is Towergate's intention that, after such
cancellation, Broker Network will be re-registered as a private company under
the relevant provisions of the Companies Act 1985.

Compulsory acquisition

Towergate intends to apply the provisions of sections 974 to 991 (inclusive) of
the Companies Act 2006 to acquire compulsorily all remaining Broker Network
Shares to which the Offer relates in respect of which it has not received valid
acceptances or which it has not otherwise acquired, on the same terms as the
Offer.

Further acceptances

Broker Network Shareholders who have not yet accepted the Offer and wish to do
so are urged to do so as soon as possible.

Broker Network Shareholders who hold their Broker Network Shares in certificated
form and have not yet accepted the Offer are encouraged to complete, sign and
return the Form of Acceptance to Computershare Investor Services PLC, Corporate
Actions Projects, Bristol BS99 6AH, in accordance with the instructions set out
in the Offer Document and on the Form of Acceptance.

Broker Network Shareholders who hold their Broker Network Shares in
uncertificated form (that is, in CREST) and who have not yet accepted the Offer
are encouraged to make an Electronic Acceptance in accordance with the
instructions set out in the Offer Document.

Full details of how to accept the Offer in respect of certificated and
uncertificated Broker Network Shares are set out in paragraphs 14.1 and 14.2
(respectively) of Part II of the Offer Document and, in the case only of
certificated Broker Network Shares, the accompanying Form of Acceptance.
Additional Forms of Acceptance are available from Computershare Investor
Services PLC by telephone on [phone] or at the address set out
above.

Other

Terms defined in the Offer Document shall, unless the context otherwise
requires, have the same meanings in this announcement.  The term "acting in
concert" shall have the same meaning as in the Code.




Enquiries:

Lexicon Partners                                  Tel:       [phone]



Stuart Britton

Joe Suddaby

Tulchan Communications                            Tel:       [phone]



Paul Harris

Cenkos Securities                                 Tel:       [phone]



Ian Soanes

Fox-Pitt, Kelton                                  Tel:       [phone]



Ryan Brown

Broker Network PR and Communications              Tel:       [phone]



Kelly-Ann Knight



This announcement does not constitute or form part of an offer for, or
solicitation of any offer for, or invitation to sell or purchase or subscribe
for any securities.  The Offer will be made solely by means of the Offer
Document and the form of acceptance accompanying the Offer Document which will
contain the full terms and conditions of the Offer, including details of how it
may be accepted.

Lexicon Partners is acting exclusively for Towergate and no-one else in
connection with the Offer and will not be responsible to anyone other than
Towergate for providing the protections afforded to clients of Lexicon Partners
nor for providing advice in relation to the Offer or any matter referred to in
this announcement.  Lexicon Partners is authorised and regulated in the United
Kingdom by the Financial Services Authority.

Cenkos Securities is acting exclusively for Broker Network and no-one else in
connection with the Offer and will not be responsible to anyone other than
Broker Network for providing the protections afforded to clients of Cenkos
Securities nor for providing advice in relation to the Offer or any matter
referred to in this announcement.  Cenkos Securities is authorised and regulated
in the United Kingdom by the Financial Services Authority.

Fox-Pitt, Kelton Limited is acting exclusively for Broker Network and no-one
else in connection with the Offer and will not be responsible to anyone other
than Broker Network for providing the protections afforded to clients of
Fox-Pitt, Kelton nor for providing advice in relation to the Offer or any matter
referred to in this announcement.  Fox-Pitt, Kelton is authorised and regulated
in the United Kingdom by the Financial Services Authority.

The availability of the Offer to Broker Network Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are resident.  Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.

Unless otherwise determined by Broker Network and permitted by applicable law
and regulation, the Offer will not be made, directly or indirectly, in, into or
from, or by use of mails or any means or instrumentality (including, without
limitation, facsimile transmission, telephone or internet) of interstate or
foreign commerce of, or any facilities of a national, state or other securities
exchange of any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction, and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or from or
within any such countries or jurisdiction.  Accordingly, copies of any documents
relating to the Offer must not be, directly or indirectly, mailed, transmitted
or otherwise forwarded, distributed or sent, in whole or in part, in, into or
from any jurisdiction if to do so would constitute a violation of the relevant
laws of such jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not directly or indirectly mail,
transmit or otherwise forward, distribute or send them in, into or from any such
jurisdiction as to do so may invalidate any such purported acceptance of the
Offer.

The Panel wishes to draw attention to certain UK dealing disclosure requirements
following the announcement of the Offer.  An "offer period" is deemed to
commence at the time when an announcement is made of a proposed or possible
offer, with or without terms.  Accordingly, the offer period began on 12 October
2007.

The disclosure requirements are set out in more detail in Rule 8 of the City
Code.  Under the provisions of Rule 8.3 of the City Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1% or more of any class of "
relevant securities" of Broker Network or Towergate, all "dealings" in any "
relevant securities" of that company, (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 pm (London time) on the business day
following the date of the relevant transaction.  This requirement will continue
until the date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends.  If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Broker Network or of Towergate, they will be deemed to be a
single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Broker Network or of Towergate, by Towergate or Broker Network,
or by any of their respective "associates", must be disclosed by no later than
12.00 noon (London time) on the business day following the date of the relevant
transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at http://
www.thetakeoverpanel.org.uk/.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities.  In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website.  If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should contact an independent
financial adviser authorised under the Financial Services and Markets Act 2000
if you are resident in the UK or, if not, an appropriately authorised
independent financial adviser or consult the Panel's website at http://
www.thetakeoverpanel.org.uk/ or contact the Panel on [phone]; fax: +44
20 7236 7005.


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

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