29 Jul 2008 07:04
Not for release, publication or distribution, in whole or in part, in OR into the United States, Canada, Australia or Japan or any Jurisdiction if to do so would constitute a violation of the relevant laws of such Jurisdiction.
29 July 2008
Cash Offer
by
Fairfax Financial Holdings Limited for Advent Capital (Holdings) PLC
Summary
The Board of Fairfax Financial Holdings Limited ("Fairfax") announces the terms of a cash offer under which Fairfax (on behalf of members of the Fairfax Group) offers to acquire the entire issued and to be issued ordinary share capital of Advent Capital (Holdings) PLC ("Advent") not already owned by the Fairfax Group.
Under the terms of the Offer, Advent Shareholders will receive, for each Advent Share held, 165 pence in cash.
The Offer values the entire issued and to be issued ordinary share capital of Advent at approximately £67 million.
The Offer Price represents:
a par with the Closing Price of 165 pence per Advent Share on 28 July 2008, being the last business day prior to the date of this Announcement;
a discount of approximately 7 per cent. to the average Closing Price of 177 pence per Advent Share over the last 30 days prior to 28 July 2008;
In making the Offer, Fairfax believes that it is providing Advent Shareholders an opportunity to exit their investment in Advent that might not otherwise have been available by way of regular trading on the London Stock Exchange.
The Fairfax Group is presently interested in 18,076,608 Advent Shares representing (in aggregate) approximately 44.5 per cent. of Advent's existing issued share capital.
Fairfax has received letters of intent to accept the Offer in respect of 8,119,936 Advent Shares representing (in aggregate) approximately 20 per cent. of Advent's existing issued share capital.
About Fairfax
Fairfax is a financial services holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management. Fairfax is listed on the Toronto and New York Stock Exchanges under the symbol FFH. The Fairfax Group holds a substantial shareholding interest in Advent of approximately 44.5 per cent.
In 2007, Fairfax had revenues of US$7.5 billion, total assets of US$27.9 billion, common shareholders' equity of US$4.1 billion and net income of US$1.1 billion. Fairfax has been under its present management since 1985.
This summary should be read in conjunction with (and subject to) the full text of the Announcement and its appendices. Appendix I of the Announcement sets out the conditions to and certain further terms of the Offer to which the Offer will be subject. Appendix II contains source notes relating to certain information contained in this summary announcement and the Announcement. Appendix III contains details of the letters of intent to accept the Offer received by Fairfax from Advent Shareholders. Appendix IV contains details of the Fairfax Offer Shareholders' interests in Advent. Appendix V contains definitions of certain terms used both in this summary announcement and the Announcement.
Enquiries:
| Fairfax Financial Holdings Limited Greg Taylor - Chief Financial Officer +1 416 367 4941 Merrill Lynch International +44 (0)20 7628 1000 Matthew Watkins Paul Frankfurt |
Terms used in this summary announcement shall have the meaning given to them in the Announcement.
Merrill Lynch, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Fairfax and no one else in connection with the Offer and will not be responsible to anyone other than Fairfax for providing the protections afforded to its customers or for providing advice in relation to the Offer or in relation to the contents of the Announcement or any transaction or arrangement referred to herein.
The Announcement is not intended to and does not constitute, or form any part of, an offer or an invitation or the solicitation of an offer 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 will be made solely through the Offer Document and, in the case of certificated Advent Shares, the Form of Acceptance, which, when issued, will together contain 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 the information contained in the Offer Document and, in the case of certificated Advent Shares, the Form of Acceptance.
The Fairfax Directors accept responsibility for the information contained in the Announcement. To the best of the knowledge and belief of the Fairfax Directors (who have taken all reasonable care to ensure this is the case), the information contained in the Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The laws of relevant jurisdictions may affect the availability of the Offer to persons who are not citizens, residents or nationals of the United Kingdom. Persons who are not resident in the United Kingdom, or who are citizens, residents or nationals of a jurisdiction outside the United Kingdom, or who are otherwise subject to the laws of any jurisdiction other than the United Kingdom, or who are a nominee of, or custodian or trustee for, any citizen, resident or national of any country other than the United Kingdom (in each case, an "overseas person"), should inform themselves about and observe any applicable legal and regulatory requirements. It is the responsibility of any such overseas person to satisfy itself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Offer, including the obtaining of any governmental, exchange control or other consents which may be required and the compliance with other necessary formalities. Any overseas person will be responsible for the payment of any issue, transfer or other taxes or duties due in that jurisdiction of whomsoever payable and Fairfax and Merrill Lynch and any person acting on their behalf shall be fully indemnified and held harmless by such person for any such issue, transfer or other taxes as such person may be required to pay. If you are an overseas person and you are in doubt about your position, you should consult your professional adviser in the relevant jurisdiction. Any failure to comply with the laws and regulatory requirements of the relevant jurisdiction may constitute a violation of the securities laws of any such jurisdiction.
The release, publication or distribution of the Announcement in jurisdictions other than the UK and the availability of the Offer to Advent Shareholders who are not resident in the UK may be restricted by law and /or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the UK or Advent shareholders who are not resident in the UK should inform themselves about, and observe, any applicable requirements.
The Announcement is not itself an offer for securities for sale or purchase in any jurisdiction.
Unless otherwise determined by Fairfax, the Offer will not be made, directly or indirectly, in or into the United States or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile, internet, email or other electronic transmission, telex or telephone) or inter-state or foreign commerce of, or any facility of a national, state or other securities exchange of, the United States, nor will it be made directly or indirectly in or into Canada, Australia, Japan or any Restricted Jurisdiction, 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, Japan or any Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, will not be and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia, Japan or any Restricted Jurisdiction, and persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) must not mail, forward, distribute or send it in, into or from the United States, Canada, Australia, Japan or any Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Any persons (including custodians, nominees and trustees) who are overseas persons or who would, or otherwise intend to, mail or otherwise forward, transmit, distribute or send this Announcement, the Offer Document, the Form of Acceptance or any related document outside the United Kingdom or to any overseas person should seek appropriate advice before doing so. Further details in relation to Overseas Advent Shareholders will be contained in the Offer Document.
The Offer Document when issued will be available for public inspection in the United Kingdom. It is expected that the Offer Document will be posted to Advent Shareholders as soon as practical and, in any event, within 28 days of the Announcement (or such longer period as the Panel may agree).
The Offer will be for the securities of a corporation organised under the laws of England and will be subject to the procedure and disclosure requirements of England.
The Announcement may contain certain statements that are forward-looking statements concerning the Offer, the Fairfax Group and the Advent Group. Generally, the words "will", "may", "should", "could", "would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or similar expressions identify forward-looking statements. Such statements are qualified by the inherent risks and uncertainties surrounding future expectations generally, and completion of the Offer in particular and also may materially differ from actual future experience involving any one or more of such statements. The inclusion of a forward-looking statement herein should not be regarded as a representation by the Fairfax Group that the Fairfax Group's objectives will be achieved. Fairfax assumes no obligation and does not intend publicly to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable law.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Advent, all "dealings" in any "relevant securities" of Advent (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 Advent, 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 Code, all "dealings" in "relevant securities" of Advent by Fairfax 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 Panel's website at 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 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 consult the Panel.
Not for release, publication or distribution, in whole or in part, in OR INTO the United States, Canada, Australia or Japan or any Jurisdiction if to do so would constitute a violation of the relevant laws of such Jurisdiction.
29 July 2008
Cash Offer
by Fairfax Financial Holdings Limited for Advent Capital (Holdings) PLC
Introduction
The Board of Fairfax Financial Holdings Limited ("Fairfax") is pleased to announce the terms of a cash offer under which Fairfax, on behalf of itself and the Fairfax Offer Shareholders, offers to acquire the entire issued and to be issued ordinary share capital of Advent not already owned by the Fairfax Offer Shareholders.
for each Advent Share 165 pence in cash.
The Offer values the entire issued and to be issued ordinary share capital of Advent at approximately £67 million.
The Offer Price represents:
a par with the Closing Price of 165 pence per Advent Share on 28 July 2008, being the last business day prior to date of this Announcement; and
a discount of approximately 7 per cent. to the average Closing Price of 177 pence per Advent Share over the last 30 days prior to 28 July 2008.
Advent Shares will be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests of any nature whatsoever together with all rights attaching thereto, including without limitation voting rights and the right to receive and retain all dividends and other distributions announced, declared, made or paid hereafter.
Since Advent's capital raising and listing on AIM on 3 June 2005, Advent Shares have:
In making the Offer, Fairfax believes that it is providing Advent Shareholders an opportunity to exit their investment in Advent that might not otherwise have been available by way of regular trading on the London Stock Exchange.
Fairfax is a financial services holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management. Fairfax is listed on the Toronto and New York Stock Exchanges under the symbol FFH.
In 2007, Fairfax had revenues of US$7.5 billion, total assets of US$27.9 billion, common shareholders' equity of US$4.1 billion and net income of US$1.1 billion. Fairfax has been under its present management since 1985.
6. Information on Advent
The Advent Group has operated in the Lloyd's market for over 30 years and has an experienced management and underwriting team who have been working in the Lloyd's market for an average of 14 years.
In 1995, Advent was incorporated to be the holding company of the Advent Group. By virtue of its management of and participation on Syndicate 780, the Advent Group underwrites predominantly short-tail property reinsurance and insurance specialising in catastrophe business but also underwriting some specialist lines such as energy and marine excess of loss. In 2006, Advent formed Advent Re, a wholly owned Bermuda based reinsurer to underwrite retrocessional reinsurance.
Advent now owns 100 per cent. of the total underwriting capacity of Syndicate 780 (2007: 83.7 per cent.) which, for the 2007 year of account, was £150.5 million.
For the financial year ended 31 December 2007, Advent had gross written premium of £126.9 million (2006: £115.4 million) and net earned premium of £96.0 million (2006: £81.7 million). The business had a combined ratio of 78 per cent. in 2007 and 74 per cent. in 2006. Pre-tax profits were £25.2 million in 2007 (2006: £22.9 million). The business generated a return on equity in 2007 of 21.6 per cent. (2006: 25.1 per cent.). As at 31 December 2007, net tangible assets per share were 249 pence (2006: 199 pence per share).
For the six months ended 30 June 2008, Advent had gross written premium, excluding the reinsurance to close premium, of £111.7 million (2007: £89.3 million) and net earned premium of £85.1 million (2007: £42.6 million). For the six months ended 30 June 2008, Advent had an underwriting profit of £0.9 million and a combined ratio of 99.0 per cent. compared with an underwriting profit of £4.4 million and a combined ratio of 89.6 per cent. in 2007. For the six months ended 30 June 2008, pre-tax profit was £1.6 million (2007: profit £6.7 million). As at 30 June 2008, net tangible assets per share were 240 pence (2007: 208 pence).
7. Financing the Offer
The consideration payable under the Offer will be funded using the Fairfax Group's existing resources. Merrill Lynch is satisfied that the necessary financial resources are available to Fairfax to enable it to satisfy in full the consideration payable under the terms of the Offer.
8. Management and employees
On the Offer becoming or being declared wholly unconditional, the existing employment rights and terms and conditions of employment of all management and employees of Advent will be safeguarded and pension obligations complied with.
Fairfax's plans for Advent do not involve any immediate change in the conditions or location of employment of Advent employees, including the executive Directors and senior management. It is Fairfax's intention that employees of Advent will continue to enjoy terms and conditions that overall are as favourable as those that currently apply.
9. Advent Share Schemes
The Offer will extend to all Advent Shares which are unconditionally allotted or issued pursuant to the exercise of options under the Advent Share Schemes after the date of this Announcement and before the time at which the Offer ceases to be open for acceptance (or before such earlier date as Fairfax may in accordance with the terms and conditions of the Offer and subject to the Code, decide).
In accordance with usual rules for schemes of similar nature, the options under the Advent Share Schemes which have been granted but which are not yet exercisable may become exercisable (at the exercise price specified at the grant of the option as adjusted to reflect the share consolidation of Advent effective from 23 June 2008) for a limited period following the Offer becoming or being declared unconditional in all respects or otherwise in accordance with the rules of the relevant scheme concerning change of control of Advent in the circumstances of a takeover offer such as the Offer. On the expiry of that period, all unexercised options are likely to lapse.
Appropriate proposals will be made in due course to participants in the Advent Share Schemes in connection with the Offer.
10. Disclosure of interests in Advent
As at the date of this Announcement, the Fairfax Offer Shareholders are interested in 18,076,608 Advent Shares representing approximately 44.5 per cent. of the issued share capital of Advent. Details of the shareholdings of the Fairfax Offer Shareholders are set out in Appendix IV of this Announcement.
Other than the interests in Advent Shares set out in Appendix IV, neither Fairfax nor any of the Fairfax Directors nor, so far as Fairfax is aware, any party acting in concert with Fairfax, has an interest in, or has any right to subscribe for, any relevant securities of Advent, nor are they party to any short positions (whether conditional or absolute and whether in the money or otherwise) relating to relevant securities of Advent, including short positions under derivatives, agreements to sell or any delivery obligations or rights to require another person to take delivery.
Neither Fairfax nor any Fairfax Director has borrowed or lent any relevant securities of Advent. Nor does any such person have any arrangement in relation to relevant securities of Advent. For these purposes, "arrangement" includes any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities of Advent which may be an inducement to deal or refrain from dealing in such securities.
11. AIM Listing and compulsory acquisition
Fairfax does not intend to give notice in accordance with the AIM Rules for the cancellation of the admission to trading of Advent Shares on the London Stock Exchange in the event that the Offer is declared wholly unconditional until such time as Fairfax receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Advent Shares to which the Offer relates. If and to the extent this occurs, Fairfax intends to exercise its rights pursuant to Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Advent Shares in respect of which the Offer has not been accepted.
12. Overseas Advent Shareholders and general matters
Overseas Advent Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. If you are in any doubt about your position, you should consult your professional advisor in the relevant territory.
The implications of the Offer for persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.
The Offer, and acceptances thereof, will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the Code and other legal and regulatory requirements. In deciding whether or not to accept the Offer, Advent Shareholders should rely on the information contained in the Offer Document and the Form of Acceptance.
Appendix I sets out the conditions and certain further terms of the Offer. Appendix II contains source notes relating to certain information contained in the Announcement. Appendix III contains details of the letters of intent received by Fairfax from Advent Shareholders. Appendix IV contains details of the Fairfax Offer Shareholders interests in Advent. Certain terms used in the Announcement are defined in Appendix V to the Announcement.
All times referred to are London times unless otherwise stated.
The Offer Document is to be posted as soon as possible and in any event within 28 days of the Announcement (or such longer period as the Panel may agree).
Enquiries:
Fairfax Financial Holdings Limited
Greg Taylor - Chief Financial Officer +1 416 367 4941
Merrill Lynch International +44 (0)20 7628 1000
Matthew Watkins
Paul Frankfurt
Merrill Lynch, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Fairfax and no one else in connection with the Offer and will not be responsible to anyone other than Fairfax for providing the protections afforded to its customers or for providing advice in relation to the Offer or in relation to the contents of the Announcement or any transaction or arrangement referred to herein.
The Announcement is not intended to and does not constitute, or form any part of, an offer or an invitation or the solicitation of an offer 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 will be made solely through the Offer Document and, in the case of certificated Advent Shares, the Form of Acceptance, which, when issued, will together contain 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 the information contained in the Offer Document and, in the case of certificated Advent Shares, the Form of Acceptance.
The Fairfax Directors accept responsibility for the information contained in the Announcement. To the best of the knowledge and belief of the Fairfax Directors (who have taken all reasonable care to ensure this is the case), the information contained in the Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The laws of relevant jurisdictions may affect the availability of the Offer to persons who are not citizens, residents or nationals of the United Kingdom. Persons who are not resident in the United Kingdom, or who are citizens, residents or nationals of a jurisdiction outside the United Kingdom, or who are otherwise subject to the laws of any jurisdiction other than the United Kingdom, or who are a nominee of, or custodian or trustee for, any citizen, resident or national of any country other than the United Kingdom (in each case, an "overseas person"), should inform themselves about and observe any applicable legal and regulatory requirements. It is the responsibility of any such overseas person to satisfy itself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Offer, including the obtaining of any governmental, exchange control or other consents which may be required and the compliance with other necessary formalities. Any overseas person will be responsible for the payment of any issue, transfer or other taxes or duties due in that jurisdiction of whomsoever payable and Fairfax and Merrill Lynch and any person acting on their behalf shall be fully indemnified and held harmless by such person for any such issue, transfer or other taxes as such person may be required to pay. If you are an overseas person and you are in doubt about your position, you should consult your professional adviser in the relevant jurisdiction. Any failure to comply with the laws and regulatory requirements of the relevant jurisdiction may constitute a violation of the securities laws of any such jurisdiction.
The release, publication or distribution of the Announcement in jurisdictions other than the UK and the availability of the Offer to Advent Shareholders who are not resident in the UK may be restricted by law and /or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the UK or Advent shareholders who are not resident in the UK should inform themselves about, and observe, any applicable requirements.
The Announcement is not itself an offer for securities for sale or purchase in any jurisdiction.
Unless otherwise determined by Fairfax, the Offer will not be made, directly or indirectly, in or into the United States or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile, internet, email or other electronic transmission, telex or telephone) or inter-state or foreign commerce of, or any facility of a national, state or other securities exchange of, the United States, nor will it be made directly or indirectly in or into Canada, Australia, Japan or any Restricted Jurisdiction, 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, Japan or any Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, will not be and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia, Japan or any Restricted Jurisdiction, and persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) must not mail, forward, distribute or send it in, into or from the United States, Canada, Australia, Japan or any Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Any persons (including custodians, nominees and trustees) who are overseas persons or who would, or otherwise intend to, mail or otherwise forward, transmit, distribute or send this Announcement, the Offer Document, the Form of Acceptance or any related document outside the United Kingdom or to any overseas person should seek appropriate advice before doing so. Further details in relation to Overseas Advent Shareholders will be contained in the Offer Document.
The Offer Document when issued will be available for public inspection in the United Kingdom. It is expected that the Offer Document will be posted to Advent Shareholders as soon as practical and, in any event, within 28 days of the Announcement (or such longer period as the Panel may agree).
The Offer will be for the securities of a corporation organised under the laws of England and will be subject to the procedure and disclosure requirements of England.
The Announcement may contain certain statements that are forward-looking statements concerning the Offer, the Fairfax Group and the Advent Group. Generally, the words "will", "may", "should", "could", "would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or similar expressions identify forward-looking statements. Such statements are qualified by the inherent risks and uncertainties surrounding future expectations generally, and completion of the Offer in particular, and also may materially differ from actual future experience involving any one or more of such statements. The inclusion of a forward-looking statement herein should not be regarded as a representation by the Fairfax Group that the Fairfax Group's objectives will be achieved. Fairfax assumes no obligation and does not intend publicly to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable law.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Advent, all "dealings" in any "relevant securities" of Advent (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 Advent, 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 Code, all "dealings" in "relevant securities" of Advent by Fairfax or Advent 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 Panel's website at 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 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 consult the Panel.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer will comply with the rules and regulations of the Financial Services Authority, the London Stock Exchange, the Code and the Companies Act 2006. In addition, the Offer is governed by English law and is subject to the jurisdiction of the courts of England and to the terms and conditions set out in this Appendix I, the further terms to be set out in the Offer Document and (in relation to Advent Shares held in certificated form) in the Form of Acceptance.
The Offer will be subject to the following conditions:
(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by not later than 1:00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as Fairfax may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of not less than 65 per cent. (or such lesser percentage as Fairfax may decide) of the Advent Shares to which the Offer relates, provided that, unless agreed by the Panel, this condition will not be satisfied unless Fairfax and/or any of its subsidiaries shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) directly or indirectly Advent Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Advent, including for this purpose (except to the extent, if any, required by the Panel) any such voting rights attaching to any Advent Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise and, for this purpose:
(i) the expression Advent Shares to which the Offer relates shall be construed in accordance with sections 974 to 991 of the Companies Act 2006; and
(ii) Advent Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue;
(b) Without limitation to the condition set out in paragraph (c):
(i) the FSA having given notice in writing to Fairfax pursuant to section 184(1) of FSMA in terms reasonably satisfactory to Fairfax that it does not object to Fairfax or any other person becoming a "controller" (within the meaning of section 422 of FSMA) or acquiring control (within the meaning of section 179 of FSMA) of Advent Underwriting Limited or, in the absence of such notice, the FSA being treated as having given and notified Fairfax and Advent Underwriting Limited of such approval by reason of section 184(2) of FSMA;
(ii) the Council of Lloyd's and the Lloyd's Franchise Board having notified Fairfax in writing (in accordance with paragraph 12 of the Membership Byelaw (No. 5 of 2005) and paragraph 43 of the Underwriting Byelaw (No. 2 of 2003), respectively) in terms reasonably satisfactory to Fairfax that it consents to Fairfax or any other person becoming a controller (as defined in the Lloyd's Definitions Byelaw (No. 7 of 2005)) of Advent Underwriting Limited, Advent Capital Limited, Advent Capital (No. 2) Limited and Advent Capital (No. 3) Limited;
(iii) any pre-conditions attached to the approval of the FSA, the Council of Lloyd's or the Lloyd's Franchise Board having been fulfilled;
(iv) to the extent that the consent of the Bermuda Monetary Authority shall be required to enable Fairfax to complete the proposed acquisition of Advent, the Bermuda Monetary Authority having notified Fairfax in writing, in terms reasonably satisfactory to Fairfax, of its consent or such consent being deemed in the circumstances to have been given.
(c) no Relevant Authority having intervened in any way and there not continuing to be outstanding any statute, regulation or order of any Relevant Authority in each case which would or might reasonably be expected (in any case to an extent which is material in the context of the Wider Fairfax Group or to the Wider Advent Group, as the case may be, in each case, taken as a whole) to:
(i) make the Offer or the acquisition or proposed acquisition by Fairfax or any other member of the Wider Fairfax Group of any shares or control of Advent or any other member of the Wider Advent Group, void, unenforceable and/or illegal in any relevant jurisdiction or otherwise directly or indirectly restrain, restrict, prohibit, prevent, delay or otherwise interfere with the implementation thereof, or impose material additional conditions or obligations with respect to the Offer or such acquisition, or otherwise challenge or prevent the Offer or its implementation, or require material amendment to the terms of the Offer or the acquisition or proposed acquisition of any Advent Shares, or the acquisition of control of Advent by Fairfax;
(ii) require, prevent or delay the divestiture or alter the terms of any proposed divestiture by Fairfax or any other member of the Wider Fairfax Group or by Advent or any other member of the Wider Advent Group of all or any material part of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or any material part thereof;
(iii) limit or delay the ability of any member of the Wider Fairfax Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of the Advent Shares;
(iv) except pursuant to Part 28 of the Companies Act 2006, require any member of the Wider Fairfax Group or of the Wider Advent Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of the Wider Advent Group;
(v) limit the ability of any member of the Wider Advent Group or the Wider Fairfax Group to conduct or integrate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Advent Group; or
(vi) otherwise affect adversely any or all of the business, assets, profits, financial or trading position or prospects of any member of the Wider Advent Group,
and all applicable waiting and other time periods (including any extension of such periods) during which any Relevant Authority could decide to, or actually, take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or to take any other step under the laws of any jurisdiction having expired, lapsed or been terminated;
(d) all necessary notifications and filings having been made, all regulatory and statutory obligations in any relevant jurisdiction having been complied with, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated, in each case in respect of the Offer or the acquisition or proposed acquisition of any Advent Shares or control of Advent or any other member of the Wider Advent Group by any member of the Wider Fairfax Group except where the failure to make any such notification or filing, or comply with any such obligation, or the fact that any such period has not expired, lapsed or been terminated, individually or in the aggregate, is not likely to have a materially adverse effect on the Wider Fairfax Group taken as a whole;
(e) all authorisations and determinations necessary or appropriate in any relevant jurisdiction for or in respect of the Offer or the acquisition or proposed acquisition of any Advent Shares or control of Advent or any other member of the Wider Advent Group by any member of the Wider Fairfax Group having been obtained, from all and any Relevant Authority or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Advent Group has entered into contractual arrangements that are material in the context of the Wider Advent Group taken as a whole and such authorisations and determinations remaining in full force and effect and there being no notice of any intention to revoke or not renew or materially suspend, restrict or modify any of the same in any such case;
(f) except as publicly announced by Advent prior to 29 July 2008, there being no provision of any agreement, arrangement, license or other instrument to which any member of the Wider Advent Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance which, in each case as a consequence of the Offer or the acquisition or proposed acquisition of any Advent Shares or control of Advent or any other member of the Wider Advent Group by any member of the Wider Fairfax Group whereby it would result in:
(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any such member being or becoming repayable or being capable of being declared repayable immediately or prior to its stated maturity, or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited;
(ii) the rights, liabilities, obligations, interests or business of any member of the Wider Advent Group under any such arrangement, agreement, licence, permit, lease, franchise or instrument or the rights, interests or business of any member of the Wider Advent Group in or with any other firm or company or body or person (or any agreement or arrangements relating to any such rights, business or interests) being or becoming capable of being terminated or adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being taken thereunder;
(iii) any member of the Wider Advent Group ceasing to be able to carry on business under any name or in any manner under which it presently does so;
(iv) any asset, property or interest of, or any asset the use of which is enjoyed by, any member of the Wider Advent Group being disposed of by or ceasing to be available to any member of the Wider Advent Group or the Wider Fairfax Group or any right arising under which any such asset or interest could be required to be disposed of by or changed or could cease to be available to any member of the Wider Advent Group other than in the ordinary course of business;
(v) the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any such member of the Wider Advent Group or any such mortgage, charge or other security interest (whenever created arising or having arisen), becoming enforceable,
and no event having occurred which, under any provision of any such authorisation, arrangement, agreement, licence, permit, lease, franchise or other instrument, could be reasonably expected to result in any of the events or circumstances which are referred to in paragraphs (f)(i) to (v) (inclusive) in each case, to an extent which is material in the context of the Wider Advent Group taken as a whole;
(g) since 31 December 2007 and save as publicly announced prior to 29 July 2008 or approved by Advent Shareholders at the Advent 2008 AGM, no member of the Wider Advent Group having:
(i) issued or agreed to issue or authorised the issue of additional shares of any class, or of securities convertible into, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or redeemed, purchased or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital;
(ii) save for transactions between members of the Advent Group, acquired or disposed of or transferred, mortgaged or charged or created any security interest over (in each case other than in the ordinary course of business) any assets or any rights, title or interest in any asset (including shares and trade investments), which, in each case, is material in the context of the Wider Advent Group taken as a whole, or merged with or demerged any body corporate or authorised or announced any intention to propose any such merger, demerger, acquisition, disposal, transfer, mortgage, charge or security interest (other than in the ordinary course of business);
(iii) made or authorised or announced an intention to propose any material change in its loan capital or issued, authorised or proposed the issue of any material debentures;
(iv) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus issue or other distribution whether payable in cash or otherwise;
(v) incurred or increased any indebtedness or liability (actual or contingent) which is material in the context of the Wider Advent Group taken as a whole;
(vi) made any alteration to its memorandum or articles of association or other constitutional documents; or
(vii) taken any corporate action or had any legal proceedings instituted or threatened against it, or petition presented or order made, in each case for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues which in any case is material in the context of the Wider Advent Group taken as a whole;
and for the purpose of this condition 'material' shall mean material in the context of the Wider Advent Group taken as a whole;
(h) since 31 December 2007, save as publicly announced prior to 29 July 2008, no member of the Wider Advent Group having:
(i) entered into or varied or announced its intention to enter into or vary any contract, transaction, arrangement, reconstruction, amalgamation or commitment (whether in respect of capital expenditure or otherwise) which is of a loss making, long term, unusual or onerous nature or magnitude, or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business or which is or could materially restrict the business of any member of the Wider Advent Group;
(ii) entered into, implemented, effected or authorised, proposed or announced its intention to enter into, implement, effect, authorise or propose any reconstruction, amalgamation, commitment (whether in respect of capital expenditure or otherwise), scheme or other transaction or arrangement in respect of itself or another member of the Wider Advent Group and which is reasonably likely to impose material restrictions on the business of the Wider Advent Group or the Wider Fairfax Group;
(iii) purchased, redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities (or the equivalent);
(iv) made or agreed or consented to:
(A) any significant change to the employer contributions payable under the pension scheme(s) established for its directors, employees and/or their dependants (the "Pension Scheme(s)");
(B) the establishment of any new pension scheme or other arrangement for the provision of retirement benefits for its directors, employees and/or their dependants outside the Pension Scheme(s);
(v) proposed, agreed to provide or modified the terms of any share option scheme or incentive scheme or other material benefit relating to the employment or termination of employment of any person employed by the Wider Advent Group;
(vi) save for transactions between members of the Advent Group, granted any material lease in respect of any of the property owned by or occupied by it or transferred or otherwise disposed of any such property; or
(vii) entered into any contract, commitment, agreement or arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or authorised or announced any intention to effect or propose, any of the transactions, matters or events referred to in this paragraph (h)(i) to (vii) inclusive;
(i) since 31 December 2007, save as publicly announced prior to 29 July 2008:
(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of Advent or any other member of the Wider Advent Group that is material in the context of the Wider Advent Group taken as a whole; and
(ii) no litigation or arbitration proceedings, prosecution or other legal proceedings having been instituted, announced, implemented or threatened in writing by or against or remaining outstanding against or in respect of any member of the Wider Advent Group or to which any member of the Wider Advent Group is a party (whether as claimant, defendant or otherwise) the effect of which is adverse to any member of the Wider Advent Group to an extent that in any case is material in the context of the Wider Advent Group taken as a whole; and
(j) Fairfax not having discovered that:
(i) any financial, business or other information concerning Advent or the Wider Advent Group that has been disclosed at any time by or on behalf of any member of the Wider Advent Group whether publicly, or to any member of the Wider Fairfax Group, is misleading, contains any misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading and which was not subsequently corrected before 29 July 2008 by being publicly announced; or
(ii) any member of the Wider Advent Group is subject to any liability (actual or contingent) that has not been disclosed to any member of the Wider Fairfax Group or publicly announced prior to 29 July 2008; or
(iii) any past or present member of the Wider Advent Group has not complied with any applicable legislation or regulations of any jurisdiction with regard to environmental matters or the health and safety of any person, or that there has otherwise been any breach of environmental or health and safety law or that there is any environmental condition which, in any case, would be likely to give rise to any material liability (whether actual or contingent) or cost on the part of any member of the Wider Advent Group; or
(iv) there is, or is likely to be, any liability, whether actual or contingent, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Advent Group or any controlled waters under any environmental law or which has or could result in the closure of any property required by any member of the Wider Advent Group.
For the purposes of these conditions:
(aa) Relevant Authority means any government, government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority (including any national anti-trust or merger control authority), court, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction (including the London Stock Exchange, the Panel and HM Revenue & Customs);
(bb) a Relevant Authority shall be regarded as having intervened if it has publicly decided to take, institute, implement, or threaten any action, proceeding, suit, investigation or enquiry or reference, or made, enacted or proposed any statute, regulation, decision or order, and "intervene" shall be construed accordingly;
(cc) authorisations means authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, permissions, exemptions and approvals;
(dd) publicly announced means disclosed in the interim announcement of results of Advent for the six month period ended 30 June 2008 which was issued on 28 July 2008 or otherwise announced on or before 29 July 2008 or on behalf of Advent by the delivery of an announcement to a Regulatory Information Service in accordance with its obligations to the London Stock Exchange; and
(ee) the Wider Advent Group means Advent and its subsidiary undertakings, associated undertakings and any other undertakings in which Advent and such undertakings (aggregating their interests) have a substantial interest and the Wider Fairfax Group means Fairfax and its subsidiary undertakings, associated undertakings and any other undertaking in which Fairfax and such undertakings (aggregating their interests) have a substantial interest.
Subject to the requirements of the Panel, Fairfax reserves the right to waive all or any of the above conditions, in whole or in part, except conditions (a) and (b). The Offer will lapse if it does not become or is not declared unconditional as to acceptances. Further, the Offer will lapse unless conditions (c) to (j) have been fulfilled or (if capable of waiver) waived, or, where appropriate, have been determined by Fairfax to be or remain satisfied, by midnight on the later of (i) the day which is 21 days after the First Closing Date of the Offer; and (ii) the date which is 21 days after the date on which condition (a) is fulfilled (the acceptance condition) or in each case such later date as Fairfax may, with the consent of the Panel, decide, provided that Fairfax shall be under no obligation to waive or treat as fulfilled or satisfied any of conditions (c) to (j) inclusive by a date earlier than the latest date specified above for the fulfillment thereof notwithstanding that any such condition or the other conditions of the Offer may at such earlier date have been fulfilled or satisfied and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfillment or satisfaction.
The Offer will lapse if in relation to the acquisition of Advent by Fairfax or any matters arising there from there is a referral to the Competition Commission before the later of (i) 1.00 p.m. (London time) on the First Closing Date of the Offer and (ii) the date on which the Offer becomes or is declared unconditional as to acceptances.
If the Offer lapses it will cease to be capable of further acceptance and Fairfax and accepting Advent Shareholders shall thereupon cease to be bound by acceptances submitted at or before the time when the Offer so lapses.
If Fairfax is required by the Panel to make an offer for Advent Shares under the provisions of Rule 9 of the Code, Fairfax may make such alterations to the terms and conditions of the Offer (including condition (a) above) as are necessary to comply with the provisions of that Rule.
APPENDIX II
SOURCES AND BASES OF INFORMATION
In the Announcement:
1 Unless otherwise stated:
(a) financial information relating to Advent has been extracted without material adjustment from the audited financial statements of Advent for the relevant financial year and the unaudited interim result for the six months ended 30 June 2008 restated where applicable for the 1 for 10 share consolidation approved at the Advent 2008 AGM and effective from 23 June 2008; and
(b) financial information relating to Fairfax has been extracted without material adjustment from the audited financial statements of Fairfax for the relevant financial year.
2 The value of the whole of the issued and to be issued share capital of Advent of approximately £67 million, and other statements in the Announcement by reference to the issued and to be issued share capital of Advent, is based upon 40,656,962 Advent Shares being the number of existing issued shares of Advent on 24 June 2008 (being the date of the Regulatory Information Service release by Advent on 26 June 2008 in accordance with DTR 5.6 of the Disclosure and Transparency Rules).
APPENDIX III
LETTERS OF INTENT
Fairfax has received the following non-binding letters of intent from Advent Shareholders to accept the Offer:
| Name | Date | Note | Number of Advent Shares | Percentage of Advent Share Capital |
| Phoenix Asset Management Partners Limited | 28 July 2008 | 1 | 5,698,346 | 14.02 |
| Amber Master Fund (Cayman) SPC | 28 July 2008 | 1 | 2,421,590 | 5.96 |
Note 1: The letter of intent specifies that the Offer (if made) will be accepted at a price of not less than 165p per Advent Share.
APPENDIX IV
FAIRFAX OFFER SHAREHOLDERS' INTERESTS IN ADVENT
| Shareholder | Number of Advent Shares | Percentage of Advent Share Capital |
| Fairfax Financial Holdings Limited | 3,999,941 | 9.838% |
| CRC (Bermuda) Reinsurance Limited | 3,562,644 | 8.75% |
| United States Fire Insurance Company | 3,089,957 | 7.55% |
| The North River Insurance Company | 189,909 | 0.44% |
| Fairmont Specialty Insurance Company | 1,221,522 | 3.00% |
| Fairmont Premier Insurance Company | 213,690 | 0.44% |
| Fairmont Insurance Company | 134,719 | 0.32% |
| TIG Insurance Company | 2,364,396 | 5.779% |
| Clearwater Insurance Company | 1,649,915 | 4.05% |
| Odyssey America Reinsurance Corporation | 1,649,915 | 4.05% |
| Total Fairfax Offer Shareholders | 18,076,608 | 44.46% |
APPENDIX V
DEFINITIONS
The following definitions apply throughout the Announcement, unless the context requires otherwise:
Act means the Companies Act 2006;
Advent Advent Capital (Holdings) PLC;
Advent 2008 AGM the annual general meeting of Advent held on 9 April 2008;
Advent Group Advent and its subsidiaries;
Advent Share Schemes means the share option and other share schemes of the Advent Group;
Advent Shareholders holders of Advent Shares;
Advent Shares the existing unconditionally allotted or issued and fully paid ordinary shares of 50 pence each in the capital of Advent and any further such shares which are unconditionally allotted or issued prior to the time at which the Offer ceases to be open for acceptance (or prior to such earlier time as Fairfax may, in accordance with the terms and conditions of the Offer, and subject to the Code, decide) excluding in both cases any such shares held or which become held as treasury shares (for the purposes of the Act);
AIM means AIM being a market operated by the London Stock Exchange;
AIM Rules means the rules published by the London Stock Exchange governing admission to, and operation of, AIM;
Announcement the announcement by Fairfax of a firm intention to make the Offer dated 29 July 2008;
Australia the Commonwealth of Australia its states and its dependent territories;
Board the board of directors of Fairfax and Fairfax Board shall be construed accordingly;
Business Day a day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in the City of London;
Canada, its provinces and territories and all areas subject to its jurisdiction and any political subdivision thereof;
Certificated or in certificated form a share or other security which is not in uncertificated form (that is, not in CREST);
Closing Price the closing middle market quotation of an Advent Share as derived from the AIM Appendix to the Daily Official List;
Code the Code on Takeovers and Mergers;
Conditions the conditions of the Offer set out in Appendix I to this Announcement;
Council of Lloyd's the council constituted by section 3 of The Lloyd's Act 1982;
CREST the relevant system (as defined in the CREST Regulations) for the paperless settlement of trades and holding of securities in respect of which CRESTCo is the Operator (as defined in the CREST Regulations);
CRESTCo means CRESTCo Limited;
CREST Member a person who has been admitted by CRESTCo as a system member (as defined in the CREST Regulations);
CREST Participant a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations);
CREST Payment shall have the meaning given in the CREST manual issued by CRESTCo from time to time;
CREST Regulations the Uncertificated Securities CREST Regulations 2001 (SI 2001 No.3755);
CREST Sponsor a CREST Participant admitted to CREST as a CREST sponsor;
CREST Sponsored Member a CREST Member admitted to CREST as a sponsored member;
Daily Official List the Daily Official List of the London Stock Exchange;
Electronic Acceptance the inputting and settling of a TTE Instruction which constitutes or is deemed to constitute an acceptance of the Offer;
ESA instruction an Escrow Account Adjustment Input (AESN), transaction type "ESA" (as described in the CREST manual issued by CRESTCo) from time to time;
Escrow Agent the Receiving Agent (in its capacity as an Escrow Agent as described in the CREST manual issued by CRESTCo) from time to time;
Fairfax means Fairfax Financial Holdings Limited, a company incorporated in the Province of Ontario, Canada;
Fairfax Directors means the directors of Fairfax;
Fairfax Group means Fairfax and its subsidiaries;
Fairfax Offer Shareholders means those members of the Fairfax Group, details of which are given in Appendix IV of this Announcement;
First Closing Date the date to be described as such in the Offer Document in relation to the Offer;
Form of Acceptance the form of acceptance and authority for use by Advent Shareholders in connection with the Offer which will be included within the Offer Document;
FSA the Financial Services Authority and any successor body;
FSMA the Financial Services and Markets Act 2000;
Japan means Japan, its cities and prefectures, territories and possessions;
Lloyd's the Society and Corporation of Lloyd's incorporated by the Lloyd's Act of 1871;
London Gazette means the daily publication issued in London with such name;
London Stock Exchange London Stock Exchange plc;
member account ID the identification code or number attached to any member account in CREST;
Merrill Lynch means Merrill Lynch International, the financial advisers to Fairfax for the purposes of the Offer;
Offer the offer by the Offeror to acquire all of the Advent Shares not already owned by the Fairfax Offer Shareholders (and other than any other Advent Shares which at the date of such offer are already held by the Offeror within the meaning of Part 28 of the Companies Act 2006) on the terms and subject to the conditions described in the Offer Document and the Form of Acceptance (including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer);
Offer Document the document setting out the terms and conditions of the Offer and to be posted to Advent Shareholders (other than those in a Restricted Jurisdiction);
Offeror means Fairfax for itself and on behalf of the other Fairfax Offer Shareholders;
Offer Price 165 pence for each Advent Share;
Overseas Advent Shareholders Advent Shareholders resident in, or nationals or citizens of, or who are subject to jurisdictions outside, the UK or who are nominees of, or custodians, trustees or guardians for, citizens or nationals of or persons subject to such jurisdictions;
Panel The Panel on Takeovers and Mergers;
Participant ID the identification code or membership number used in CREST to identify a particular CREST Member or other CREST Participant;
Regulatory Information Service a regulatory information service for the purposes of and as defined in the AIM Rules;
Restricted Jurisdiction any jurisdiction where local laws or CREST Regulations may result in a significant risk of civil, regulatory or criminal exposure or prosecution if information concerning the Offer is sent or made available to Advent Shareholders in that jurisdiction;
Subsidiary a subsidiary as defined in section 1159 of the Act;
TTE Instruction a transfer to escrow instruction (as defined by the CREST manual issued to CRESTCo) from time to time);
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland;
uncertificated or in uncertificated form recorded on the relevant register of Advent as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
United States or US the United States of America, its territories and possessions, any State of the United States and the District of Colombia, and all other areas subject to its jurisdiction;
US Securities Act the US Securities Act of 1933, as amended, and the rules and CREST Regulations promulgated thereunder; and
US Persons persons resident or situated in the United States.