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7 Aug 2008 16:00
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7 AugustΒ 2008
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
ADVENT CAPITAL (HOLDINGS)Β PLC
("ADVENT" OR THE "COMPANY")
POSTING OF THE OFFER DOCUMENTΒ BY FAIRFAX FINANCIAL HOLDINGS LIMITED ("FAIRFAX")
The Board of Directors of Advent (theΒ "Advent Board") notes that the Offer Document and accompanying Form of Acceptance containing the offer by Fairfax for the entire issued and to be issued share capital of Advent not already owned by Fairfax have been posted to Advent shareholders today.
The Advent Board (other than Trevor Ambridge), which have been so advised by Kinmont, reiterates its recommendation of 4 August 2008 that Advent shareholders take NO ACTION at this point or on receipt of the Fairfax Offer Document and Form of Acceptance. DO NOT return any Form of Acceptance.
The Advent Board will write to you again shortly with its formal response to the Fairfax Offer Document once the Board has had time to review the offer and carefully consider the Company's options and remains of the view that Fairfax's offer materially undervalues the Company.
In view of the fact that Trevor Ambridge is an employee of Fairfax, he is deemed as being non-independent and he is therefore excluded from the recommendations of the Advent Board in relation to the offer from Fairfax.
ENDSΒ
Contact
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Advent Capital Holdings Keith ThompsonΒ Chief Operating Officer |
+44Β (0)Β 20 7743 8200 |
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Kinmont Gavin Kelly John O'MalleyΒ |
+44 (0) 20 7087 9100 |
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Fox-Pitt, Kelton Simon LawΒ Jonny Franklin-Adams |
+44 (0) 20 7663 6000 |
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Pelham PR Polly FergussonΒ Damian BeeleyΒ |
+Β 44 (0) 20 7743 6362 |
The Directors of the Company (other than Trevor Ambridge) accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of the Company (other than Trevor Ambridge), who have taken all reasonable care to ensure that such is the case, the information contained in this 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.
Kinmont Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to the Company in relation to the matters referred to in this announcement and no one else and will not be responsible to any other person for providing the protections afforded to clients of Kinmont Limited or for providing advice in relation to the matters referred to in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (theΒ "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 London business day following the date of the relevant transaction. This requirement will continue until the date on which any 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 of the Code.
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 12.00Β noonΒ (London time) on the London 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 atΒ www.thetakeoverpanel.org.uk.Β
'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 of the Code, you should consult the Panel (whose telephone number in the UK is 020 7638 0129).
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