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Offer for Advent Capital (Holdings) PLC

17 Jul 2009 07:00

RNS Number : 8354V

Fairfax Financial Holdings Limited

17 July 2009

17 JULY 2009

FOR IMMEDIATE RELEASE

Not for release, publication or distribution, in whole or in part, in OR into Australia or Japan or any OTHER Jurisdiction if to do so would constitute a violation of the relevant laws of such Jurisdiction.

Recommended Cash Offer

Fairfax Financial Holdings Limited ("Fairfax") forAdvent Capital (Holdings) PLC ("Advent")

Summary

Fairfax and the Independent Advent Directors are pleased to announce that they have reached agreement on the terms of a unanimously recommended cash offer under which Fairfax (on behalf of itself and members of the Fairfax Group) will acquire the entire issued and to be issued ordinary share capital of Advent not already owned by the Fairfax Group.

The Offer is being made available on the following basis:

for each Advent Share held 220 pence in cash.

The Offer values the entire issued and to be issued ordinary share capital of Advent at approximately £94.0 million.

The Offer Price represents:

a premium of approximately 76 per cent. to the Closing Price of 125.0 pence per Advent Share on 16 July 2009, being the last Business Day prior to the date of the Announcement; and

a premium of approximately 71 per cent. to the average Closing Price of 128.6 pence per Advent Share over the 30 days prior to 16 July 2009.

The Independent Advent Directors, who have been so advised by Kinmont, consider the terms of the Offer to be fair and reasonable. Accordingly, the Independent Advent Directors intend unanimously to recommend that Advent Shareholders accept the Offer.

In view of the fact that Trevor Ambridge is a Vice President of Fairfax and Jean Cloutier is a Vice President of Fairfax and a director of certain subsidiaries of Fairfax, they are each deemed to be non-independent and have taken no part in the discussions concerning the Offer and the recommendation of the Independent Advent Directors in relation to the Offer.

On 29 July 2008 Fairfax made an offer of 165p in cash for the entire issued and to be issued share capital of Advent which it did not already own (being 55.5 per cent. of the issued share capital of Advent at that time). As a result of that offer and subsequent market purchases, the Fairfax Group now owns 66.7 per cent. of the issued share capital of Advent. Fairfax's preferred option is to own all of the Advent business through buying out the minority third party investors and Delisting the Company.

The Independent Advent Directors who hold Advent Shares have irrevocably undertaken to accept, or procure the acceptance of, the Offer in respect of their existing beneficial holdings of issued Advent Shares which amount, in aggregate, to 1,951,064 Advent Shares, representing approximately 4.8 per cent. of Advent's existing issued share capital (and approximately 14.41 per cent. of the issued Advent Shares to which the Offer relates), and in respect of any Advent Shares issued upon the exercise, in whole or in part, of certain options during the Offer Period. These irrevocable undertakings will continue to be binding if any higher competing offer is made for Advent.

Trevor Ambridge has irrevocably undertaken to accept or procure the acceptance of, the Offer in respect of his existing beneficial holding of 46,000 issued Advent Shares representing approximately 0.11 per cent. of Advent's existing issued share capital (and approximately 0.34 per cent. of the issued Advent Shares to which the Offer relates), and in respect of any Advent Shares issued upon the exercise, in whole or in part, of certain options during the Offer Period. This irrevocable undertaking will continue to be binding if any higher competing offer is made for Advent.

In addition, Fairfax has received an irrevocable undertaking from Mackenzie Cundill Investment Management Limited to accept the Offer in respect of a total of 5,168,090 Advent Shares representing approximately 12.71 per cent. of Advent's existing issued share capital (and approximately 38.17 per cent. of the issued Advent Shares to which the Offer relates). This irrevocable undertaking will cease to be binding if, among other things, a competing offer is made within 5 business days of the posting of the Offer Document which is recommended by the Advent Board and values the Advent Shares at a price per share at least 10 per cent. higher than the Offer Price unless within 5 business days of the date of announcement of such a competing offer Fairfax announces a revised offer that is at least equal to the value of the competing offer.

Fairfax has therefore received irrevocable undertakings to accept the Offer in respect of a total of 7,165,154 Advent Shares representing (in aggregate) approximately 17.62 per cent. of Advent's existing issued share capital (and approximately 52.92 per cent. of the issued Advent Shares to which the Offer relates).

The Offer is conditional upon, among other conditions set out in Appendix I to the Announcement, valid acceptances of the Offer being received in respect of not less than 90 per cent. (or such lesser percentage as Fairfax may decide) in nominal value of the Advent Shares to which the Offer relates and not less than 90 per cent. (or such lesser percentage as Fairfax may decide) of the voting rights carried by the Advent Shares to which the Offer relates.

If Fairfax receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more in nominal value of the Advent Shares to which the Offer relates (and 90 per cent. or more of the voting rights carried by the Advent Shares to which the Offer relates) and all other conditions of the Offer have been satisfied or (if capable of being waived) waived, Fairfax intends to exercise its rights pursuant to the provisions of 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, on the same terms as the Offer.

Assuming the Offer becomes or is declared unconditional in all respects, and provided that Fairfax (together with other members of the Fairfax Group) has acquired or agreed to acquire 75 per cent. of the voting rights attached to the Advent Shares, Fairfax intends to procure the making of an application by Advent to the London Stock Exchange for the Delisting of the issued Advent Shares in accordance with the AIM Rules and for Advent to be converted into a private limited company.

If Advent were to Delist, the remaining Advent Shareholders will become minority shareholders in a privately controlled unlisted company. This would significantly reduce the liquidity and marketability of any Advent Shares not assented to the Offer. In this event, remaining Advent Shareholders may be unable to sell their Advent Shares and there can be no certainty that any dividends or other distributions will be made by Advent or that the Advent Shareholders will again be offered as much as the Offer Price for the Advent Shares held by them.

If any Advent Shareholder is in any doubt about the contents of this Announcement or what action to take, the Independent Advent Directors recommend that Advent Shareholders immediately take independent professional advice.

The Offer Document will be posted to Advent Shareholders no later than 14 August 2009.

This summary should be read in conjunction with (and subject to) the full text of the Announcement and its appendices. Appendix I to the Announcement sets out the conditions to and certain further terms of the Offer. Appendix II contains source notes relating to certain information contained in this summary and the Announcement. Appendix III contains details of the irrevocable undertakings to accept the Offer received by Fairfax from Advent Shareholders, including the Advent Directors who hold Advent Shares. Appendix IV contains details of Advent Securities (defined in the Announcement) which Fairfax (or persons acting in concert with it) have an interest in or right to subscribe for. Appendix V contains definitions of certain terms used both in this summary and the Announcement.

Enquiries:

Fairfax Greg Taylor - Chief Financial Officer	+1 416 367 4941
Merrill Lynch International (Financial Advisor to Fairfax) Matthew Watkins Paul Frankfurt	+44 (0)20 7628 1000
AdventKeith Thompson Neil Ewing	+44 (0) 20 7743 8200
Kinmont (Financial Advisor to Advent)John O'Malley	+44 (0)20 7087 9100

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 therein.

Kinmont, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Advent and no one else in connection with the Offer and will not be responsible to anyone other than Advent 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 therein.

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 subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Offer Document and, in the case of certificated Advent Shares, in the Form of Acceptance. The Offer Document will include 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, other than that relating to the recommendation by the Independent Advent Directors in relation to the Offer including their associated views on the Offer and the information relating to the Advent Group, the Advent Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Fairfax Directors (who have taken all reasonable care to ensure that such 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 Independent Advent Directors accept responsibility for their recommendation statement relating to the Offer contained in the Announcement including their associated views on the Offer. To the best of the knowledge and belief of the Independent Advent Directors (who have taken all reasonable care to ensure that such 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 Advent Directors accept responsibility for the information contained in the Announcement relating to the Advent Group, the Advent Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Advent Directors (who have taken all reasonable care to ensure that such 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, members of the Fairfax Group, Merrill Lynch, Advent and Kinmont 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 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.

Unless otherwise determined by Fairfax or required by the Panel and unless permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into Australia, Japan or any other Restricted Jurisdiction, and the Offer may not be capable of acceptance from or within Australia, Japan or any Restricted Jurisdiction. Accordingly, unless otherwise determined by Fairfax or required by the Panel and unless permitted by applicable law and regulation, 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 Australia, Japan or any Restricted Jurisdiction, and persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of the relevant jurisdiction and must not mail, forward, distribute or send it in, into or from Australia, Japan or any Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Any persons (including, without limitation, 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 and for information only, to participants of the Advent Share Schemes as soon as practicable 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 Wales and will be subject to the procedure and disclosure requirements applicable to such a company.

Notice to US holders of Advent Shares

The Offer will be subject to UK disclosure requirements, which are different from those of the US. The financial information on Advent included in this Announcement has been prepared in accordance with International Financial Reporting Standards (as adopted by the European Union) and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US generally accepted accounting principles. The Offer is being made in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the Offer by a US holder of Advent Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each holder of Advent Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.

It may be difficult for US holders of Advent Shares to enforce their rights and any claim arising out of the US federal securities laws, since Fairfax and Advent are located in a non-US country, and some or all of their officers and directors may be residents of a non-US country. US holders of Advent Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the Exchange Act, Fairfax or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Advent Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.

In addition Merrill Lynch is a connected exempt market maker and/or connected exempt principal dealer, as such terms are used in the Code, and may from time to time make certain purchases of, or arrangements to purchase, Advent Shares other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. Such purchases or arrangements to purchase Advent Shares must comply with English law, the Code and other applicable law. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

Notice to Canadian holders of Advent Shares

The Offer is being made in Canada pursuant to an exemption granted by the Ontario Securities Commission from the formal take-over bid requirements of applicable Canadian provincial securities laws. The Offer will be subject to UK disclosure requirements, which are different from those of Canada. The financial information on Advent included in this Announcement has been prepared in accordance with International Financial Reporting Standards (as adopted by the European Union) and thus may not be comparable to financial information of Canadian companies or companies whose financial statements are prepared in accordance with Canadian generally accepted accounting principles. The Offer is being made in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under Canadian provincial securities laws.

The receipt of cash pursuant to the Offer by a Canadian holder of Advent Shares may be a taxable transaction for Canadian federal income tax purposes. Each holder of Advent Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.

Forward looking statements

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. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the Conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. The inclusion of a forward-looking statement herein should not be regarded as a representation by the Fairfax Group or the Advent Group that the Fairfax Group's or the Advent Group's objectives will be achieved. Neither Fairfax nor Advent assume any obligation and do 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 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 "associates" of Advent or Fairfax, 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's website or contact the Panel on telephone number +44 (0) 20 763 80129.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, Advent can confirm that its current issued ordinary share capital comprises 40,656,962 ordinary shares of 50p each. Advent's ordinary shares have the following International Security Identification Number: GB00B2QBXL27.

17 JULY 2009

FOR IMMEDIATE RELEASE

Not for release, publication or distribution, in whole or in part, in OR INTO Australia or Japan or any OTHER Jurisdiction if to do so would constitute a violation of the relevant laws of such Jurisdiction.

Recommended Cash Offer

Fairfax Financial Holdings Limited ("Fairfax") forAdvent Capital (Holdings) PLC ("Advent")

1 Introduction

2 Summary of the Offer

Under the Offer (which will be subject to the terms and conditions set out below and in Appendix I to this Announcement and to the full terms and conditions to be set out in the Offer Document and, in the case of Advent Shares held in certificated form, the Form of Acceptance) Advent Shareholders will be entitled to receive:

for each Advent Share 220 pence in cash.

On this basis, the Offer values the entire issued and to be issued ordinary share capital of Advent at approximately £94.0 million.

The Offer Price represents:

·; a premium of approximately 76 per cent. to the Closing Price of 125.0 pence per Advent Share on 16 July 2009, being the last Business Day prior to the date of this Announcement; and

·; a premium of approximately 71 per cent. to the average Closing Price of 128.6 pence per Advent Share over the 30 days prior to 16 July 2009.

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.

3 Recommendation

The Independent Advent Directors have irrevocably undertaken to accept, or procure the acceptance of, the Offer in respect of their existing beneficial holdings of, in aggregate, 1,951,064 Advent Shares, representing approximately 4.8 per cent. of the Advent Shares in issue (and approximately 14.41 per cent. of the issued Advent Shares to which the Offer relates) and in respect of any Advent Shares issued upon the exercise, in whole or in part, of certain options during the Offer Period.

In view of the fact that Trevor Ambridge is a Vice Presidentof Fairfax and Jean Cloutier is a Vice President of Fairfax and a director of certain subsidiaries of Fairfax, they are each deemed to be non-independent and have taken no part in the discussions concerning the Offer and the recommendation of the Independent Advent Directors in relation to the Offer.

4 Irrevocable Undertakings

Fairfax has received the following irrevocable undertakings to accept the Offer in respect of a total of 7,165,154 issued Advent Shares, representing, in aggregate, approximately 17.62 per cent. of Advent's existing issued share capital and approximately 52.92 per cent. of the issued Advent Shares to which the Offer relates:

(a) the Independent Advent Directors who hold Advent Shares have irrevocably undertaken to accept, or procure the acceptance of, the Offer in respect of their existing beneficial holdings of issued Advent Shares which amount, in aggregate, to 1,951,064 Advent Shares, representing approximately 4.8 per cent. of Advent's existing issued share capital (and approximately 14.41 per cent. of the issued Advent Shares to which the Offer relates), and in respect of any Advent Shares issued upon the exercise, in whole or in part, of certain options during the Offer Period. These irrevocable undertakings will continue to be binding if any higher competing offer is made for Advent;

(b) Trevor Ambridge has irrevocably undertaken to accept or procure the acceptance of, the Offer in respect of his existing beneficial holding of 46,000 issued Advent Shares representing approximately 0.11 per cent. of Advent's existing issued share capital (and approximately 0.34 per cent. of the issued Advent Shares to which the Offer relates), and in respect of any Advent Shares issued upon the exercise, in whole or in part, of certain options during the Offer Period. This irrevocable undertaking will continue to be binding if any higher competing offer is made for Advent;

(c) in addition, Fairfax has received an irrevocable undertaking from Mackenzie Cundill Investment Management Limited to accept the Offer in respect of a total of 5,168,090Advent Shares representing approximately 12.71 per cent. of Advent's existing issued share capital (and approximately 38.17 per cent. of the issued Advent Shares to which the Offer relates). This irrevocable undertaking will cease to be binding if, among other things, a competing offer is made within 5 business days of the posting of the Offer Document which is recommended by the Advent Board and values the Advent Shares at a price per share at least 10 per cent. higher than the Offer Price unless within 5 business days of the date of announcement of such a competing offer Fairfax announces a revised offer that is at least equal to the value of the competing offer.

5 Background to and reasons for recommendation of the Offer

Fairfax has been a long standing supporter of the Advent business as a shareholder and as a direct supplier of capital to Advent’s underwriting activities at Lloyd’s. Advent enjoys a good day to day working relationship with Fairfax.

On 29 July 2008 Fairfax made an offer of 165p in cash for the entire issued and to be issued share capital of Advent which it did not already own (being 55.5 per cent. of the issued share capital of Advent at that time). As a result of that offer and subsequent market purchases, the Fairfax Group now owns 66.7 per cent. of the issued share capital of Advent. Fairfax’s preferred option is to own all of the Advent business through buying out the minority third party investors and Delisting the Company.

In considering the Offer, the Independent Advent Directors have considered their duty to promote the success of Advent for the benefit of its shareholders as a whole, and have been mindful, amongst other things, of a successful long term future for the Advent business. Outrightownership of the business by Fairfax is intended to stabilise and strengthen the capital position of the business and gives staff and Advent’s markets a strong message as to the future direction of the business.

As regards the Independent Advent Directors’ deliberations regarding the interests of Advent Shareholders, much thought has been given to the prospects for a substantial re-rating of the Advent Share price given Fairfax’s majority ownership of the equity and the future, broader marketability of Advent Shares to other investors. This has been assessed particularly in the context of the 76 per cent. premium to the Closing Price of 125.0 pence per Advent Share on 16 July 2009 represented by the Offer.

The Offer represents a premium of approximately 76 per cent. to the Closing Price of 125.0 pence per Advent Share on 16 July 2009, being the last Business Day prior to the date of this Announcement and a premium of approximately 71 per cent. to the average Closing Price of 128.6 pence per Advent Share over the 30 days prior to 16 July 2009.

The Independent Advent Directors, who have been so advised by Kinmont, have concluded that the Offer is fair and reasonable and intend unanimously to recommend that Advent Shareholders accept the Offer.

If any Advent Shareholder is in any doubt about the contents of this Announcement or what action to take, they are recommended to take independent professional advice immediately.

Further information on the background to and reasons for recommending the Offer will be set out in the letter from the Independent Advent Directors set out in the Offer Document.

6 Information on 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.

In 2008, Fairfax had revenues of US$8 billion, total assets of US$27.3 billion, common shareholders' equity of US$4.9 billion and net income of US$1.5 billion. Fairfax has been under its present management since 1985.

7 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 approximately 20 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 underwrites some specialist lines such as energy and marine excess of loss. Advent owns 100 per cent. of the total underwriting capacity of Syndicate 780 which, for the 2009 year of account (YOA), is £155 million. (2008 YOA: 100 per cent.; 2007 YOA: 83.7 per cent.)

In 2006, Advent formed Advent Re, a wholly owned Bermuda based reinsurer to underwrite reinsurance business. Advent Re is seeking to diversify its business and for the 2009 year of account has entered into a quota share agreement with Advent Capital (No 3) Limited in respect of its participation on Syndicate 780.

For the financial year ended 31 December 2008, Advent had gross written premium of £209.6 million (2007: £126.9 million) and net earned premium of £157.3 million (2007: £96.0 million). The business had a combined ratio of 115 per cent. in 2008 and 79 per cent. in 2007. Pre-tax losses were £(14.4) million in 2008 (2007 profit: £25.2 million). The business generated a return on equity in 2008 of -8.5 per cent. (2007: 21.6 per cent.). As at 31 December 2008, net tangible assets per share were 216 pence (2007: 249 pence per share).

For the three months ended 31 March 2009, Advent had gross written premium, excluding the reinsurance to close premium, of £87.3 million (2008: £62.0 million) and net earned premium of £88.5 million (2008: £56.0 million). For the three months ended 31 March 2009, Advent had an underwriting profit of £2.2 million and a combined ratio of 98 per cent. compared with an underwriting loss of £6.4 million and a combined ratio of 111 per cent. in 2008. For the three months ended 31 March 2009, pre-tax profit was £1.9 million (2008: loss £5.5 million). As at 31 March 2009, net tangible assets per share were 219 pence (2008: 240 pence).

The interim financial information for the Advent Group for the six months ended 30 June 2009 will be included within the Offer Document.

8 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.

9 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.

It is Fairfax’s intention that, following the Offer becoming or being declared wholly unconditional, the Advent senior management team will remain in place. Further details of the proposed amendments to the conditions of employment of the Advent senior management will be set out in the Offer Document.

Kinmont, which is acting as financial adviser to the Company, considers these amendments, for the purposes of Rule 16 to the Code, to be fair and reasonable so far as Independent Advent Shareholders are concerned.

In addition it is the intention of Fairfax that Advent’s senior management and employees will be incentivised as part of the enlarged business following the Offer becoming or being declared wholly unconditional. There has been no discussion and no agreement, arrangement or understanding has been reached in relation to the long term incentives to be put in place upon the Offer becoming or being declared wholly unconditional.

Following the Offer becoming or being declared unconditional in all respects, it is the intention that the non-executive Independent Advent Directors will resign from the Advent Board.

10 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 the rules of the Advent Share Schemes, the options under the Advent Share Schemes which have been granted but which are not yet exercisable will become exercisable 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 in the circumstances of a takeover offer such as the Offer. On the expiry of that period, all unexercised options will lapse.

In the case of options granted under Advent's Long Term Incentive Plan, the proportion of awards that will become exercisable is dependent on the proportionate satisfaction of the relevant performance conditions applicable to such options.

The Offer will also extend to Advent Shares allotted and issued pursuant to awards granted under Advent’s Share Incentive Plan, which are currently held in the Advent UK Employee Benefit Trust.

Appropriate proposals will be made in due course to participants in the Advent Share Schemes in connection with the Offer.

11 Disclosure of interests in Advent Securities

Details of the Advent Securities (defined below) which Fairfax or persons acting in concert with it have an interest in or right to subscribe for are set out in Appendix IV.

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, Advent Shares or securities convertible or exchangeable into Advent Shares (“Advent Securities”), nor are they party to any short positions (whether conditional or absolute and whether in the money or otherwise) relating to Advent Securities, 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 person acting in concert with it has borrowed or lent any Advent Securities. Nor does any such person have any arrangement in relation to Advent Securities. For these purposes, "arrangement" includes any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature, relating to Advent Securities which may be an inducement to deal or refrain from dealing in such securities.

In view of the requirement for confidentiality, Fairfax has not made any enquiries in respect of certain parties who may be deemed by the Panel to be acting in concert with it for the purpose of the Offer. Any additional interest(s) or dealing(s) of any such parties in Advent Securities will be discussed with the Panel and, if appropriate, will be disclosed in the Offer Document or announced if required by the Panel.

12 Delisting and compulsory acquisition

It is anticipated that Delisting will take effect no earlier than 20 clear Business Days after Fairfax has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the issued Advent Shares.

If Advent were to Delist, the remaining Advent Shareholders will become minority shareholders in a privately controlled unlisted company. This would significantly reduce the liquidity and marketability of any Advent Shares not assented to the Offer. In this event, Advent Shareholders may be unable to sell their Advent Shares and there can be no certainty that any dividends or other distributions will be made by Advent or that the Advent Shareholders will again be offered as much as the Offer Price for the Advent Shares held by them.

13 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, in the case of Advent Shares held in certificated form, 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 irrevocable undertakings received by Fairfax from Advent Shareholders, including theAdvent Directors who hold Advent Shares. Appendix IV contains details of the Advent Securities which Fairfax (or persons acting in concert with it) have an interest in or right to subscribe for. 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 no later than 14 August 2009 (or such later date as the Panel may agree).

Enquiries:

Fairfax Greg Taylor - Chief Financial Officer	+1 416 367 4941
Merrill Lynch International (Financial Advisor to Fairfax) Matthew Watkins Paul Frankfurt	+44 (0)20 7628 1000
Advent Keith Thompson Neil Ewing	+44 (0) 20 7743 8200
Kinmont (Financial Advisor to Advent)John O'Malley	+44 (0)20 7087 9100

The release, publication or distribution of the Announcement in jurisdictions other than 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 Offer will be for the securities of a corporation organised under the laws of England and Wales and will be subject to the procedure and disclosure requirements applicable to such a company.

Notice to US holders of Advent Shares

The Offer will be subject to UK disclosure requirements, which are different from those of the US. The financial information on Advent included in this Announcement has been prepared in accordance with International Financial Reporting Standards (as adopted by the European Union) and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US generally accepted accounting principles. The Offer is being made in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law.

Notice to Canadian holders of Advent Shares

Forward looking statements

Dealing disclosure requirements

Rule 2.10 disclosure

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 Acts. In addition, the Offer will be governed by English law and will be subject to the jurisdiction of the courts of England and to the terms and conditions set out in this Appendix I and 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 90 per cent. (or such lesser percentage as Fairfax may decide) in nominal value of the Advent Shares to which the Offer relates and not less than 90 per cent. (or such lower percentage as Fairfax may decide) of the voting rights carried by the Advent Shares to which the Offer relates.

For the purpose of this condition:

(i) the expression Advent Shares to which the Offer relates shall be construed in accordance with Chapter 3 of Part 28 of the 2006 Act;

(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; and

(iii) valid acceptances shall be deemed to have been received in respect of any Advent Shares which Fairfax and/or its subsidiaries shall, pursuant to section 979(8) of the 2006 Act, be treated as having acquired or contracted to acquire by virtue of acceptances of the Offer;

(b) Without limitation to the condition set out in paragraph (c):

(i) either (a) the FSA having given notice in writing to Fairfax pursuant to section 189(4) of FSMA that it has determined to approve unconditionally Fairfax or any applicable members of the Fairfax Group or any "controller" (within the meaning of section 422 of FSMA) of Fairfax becoming a "controller" (within the meaning of section 422 of FSMA) or acquiring control (within the meaning of section 181 of FSMA) of Advent Underwriting Limited provided that if the FSA’s approval is subject to conditions, such conditions are reasonably acceptable to Fairfax; or (b) 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 189(6) 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) that it unconditionally consents to Fairfax or any applicable members of the Fairfax Group or any "controller" (as defined in the Lloyd's Definitions Byelaw (No. 7 of 2005)) of Fairfax 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 provided that if the Council of Lloyd’s or the Lloyd’s Franchise Board’s consent is subject to conditions, such conditions are reasonably acceptable to Fairfax;

(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; and

(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 such action, proceeding, suit, investigation, enquiry, reference, statute, regulation, decision 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 under the laws of any relevant jurisdiction or otherwise directly or indirectly restrain, restrict, prohibit, prevent, delay or otherwise interfere with the implementation thereof, or impose material additional adverse conditions or obligations, with respect to the Offer or such acquisition, or otherwise challenge, impede, interfere with 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, delay or restrict 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, use or operate all or any portion of any of their respective businesses, assets or properties or to own or control any of their respective businesses, assets or properties or any material part of them or result in any of them ceasing to be able to carry on business, or being restricted in its carrying on of business under any name and in any manner under which it currently does so;

(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 the Offer or Chapter 3 of Part 28 of the 2006 Act, require any member of the Wider Fairfax Group or the Wider Advent Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in, or any asset owned by, any member of the Wider Advent Group or any asset owned by any third party;

(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 in any material respect 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 take, take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry, statute, regulation, decision, order or reference or to take any other step under the laws of any relevant jurisdiction having expired, lapsed or been terminated;

(d) all necessary notifications, filings and applications 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, application 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 necessary or appropriate in any relevant jurisdiction for or in respect of the Offer or its implementation or for the acquisition or the proposed acquisition of any Advent Shares or control of Advent or any other member of the Wider Advent Group, where the absence of such authorisations would have a materially adverse effect on the Wider Fairfax Group taken as a whole or the Wider Advent Group taken as a whole, 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 remaining in full force and effect at the time at which the Offer would otherwise become unconditional and there being no notice or indication of an intention having been received by Fairfax or any member of the Wider Fairfax Group or Advent or any member of the Wider Advent Group to revoke, withdraw, withhold, materially suspend, restrict or modify, amend or not to renew any of such authorisations;

(f) save as fairly disclosed in writing to Fairfax or as publicly announced prior to 17 July 2009, there being no provision of any authorisation, agreement, arrangement, licence, permit, lease, franchise 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 may be bound, entitled or subject or any circumstance which, in 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 Fairfax or any member of the Wider Fairfax Group would or might reasonably be expected to result in:

(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider Advent Group being or becoming repayable or being capable of being declared repayable immediately or earlier than its stated maturity, or the ability of any such member to borrow moneys or incur any indebtedness being or becoming capable of being withdrawn or inhibited;

(ii) the rights, liabilities, obligations, interests or business of any member of the Wider Advent Group under any such authorisation, agreement, arrangement, 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 such member or any right arising under which any such asset, property or interest could be required to be disposed of or charged 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 member of the Wider Advent Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

(vi) the financial or trading position or prospects or the value of any member of the Wider Advent Group being prejudiced or adversely affected;

(vii) the creation or assumption of any liabilities (actual, contingent or prospective) by any member of the Wider Advent Group other than in the ordinary course of business in a manner which is material in the context of the Wider Advent Group as a whole; or

(viii) any member of the Wider Advent Group being required to repay or repurchase any shares in and/or indebtedness of any member of the Wider Advent Group owned by any third party,

and no event having occurred which, under any provision of any 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 (viii) (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 2008 and save as publicly announced prior to 17 July 2009 no member of the Wider Advent Group having:

(i) save as between Advent and the Wider Advent Group, or for Advent Shares issued pursuant to the exercise of options granted under the Advent Share Schemes prior to 17 July 2009, issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or of securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible or exchangeable securities or reduced or made any other change to any part of its share capital;

(ii) save for transactions between members of the Wider Advent Group or other than in the ordinary course of business, acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any rights, title or interest in any asset (including shares and trade investments), or merged with or demerged or acquired, disposed of, transferred, mortgaged, charged or granted security over any body corporate, partnership or business or authorised, proposed or announced any intention to do so which is, in any such case, material in the context of the Wider Advent Group taken as a whole;

(iii) save for transactions between members of the Wider Advent Group or in the ordinary course of business, 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), other than dividends or other distributions (whether payable in cash or otherwise) lawfully paid or made to Advent or by any member of the Wider Advent Group;

(v) incurred or increased any indebtedness or liability (actual or contingent) other than in the ordinary course of business which is material in the context of the Wider Advent Group taken as a whole;

(vi) made any material alteration to its memorandum or articles of association or other constitutional documents;

(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 or other encumbrancer of all or any material part of its assets or revenues or any analogous proceedings in any relevant jurisdiction or appointed any analogous person in any jurisdiction which is, in any case, material in the context of the Wider Advent Group taken as a whole;

(viii) entered into or materially varied or announced its intention to enter into or vary any material 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;

(ix) 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 other than in the ordinary course of business which is reasonably likely to impose material restrictions on the business of the Wider Advent Group or the Wider Fairfax Group;

(x) save for transactions between members of the Advent Group, purchased, redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities (or the equivalent);

(xi) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xii) save in relation to changes made or agreed as a result of, or arising from, changes to legislation which are not material in the context of the Wider Advent Group taken as a whole, made or agreed or consented to:

(A) any significant change to:

(1) the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees and/or their dependants;

(2) the benefits which accrue, or to the pensions which are payable, under such pension scheme(s);

(3) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(4) the basis upon which the liabilities (including pensions) of such pension schemes are funded or made; or

(B) any change to the trustees including the appointment of a trust corporation but excluding any appointment of a member nominated trustee in accordance with existing nomination arrangements or one company appointment to fill a trustee vacancy;

(C) 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)");

(D) 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);

to an extent which, in any such case, is material in the context of the Wider Advent Group taken as a whole;

(xiii) waived or compromised any material claim other than in the ordinary course of business where such claim is material to the Wider Advent Group taken as a whole;

(xiv) 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 which are material in the context of the Wider Advent Group taken as a whole;

(xv) terminated or varied the terms of any agreement or arrangement between any member of the Wider Advent Group and any other person which is material to any member of the Wider Advent Group;

(xvi) 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

(xvii) 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 (g)(i) to (xvi) inclusive;

(h) since 31 December 2008, save as fairly disclosed in writing to Fairfax or its advisers or as otherwise publicly announced prior to 17 July 2009:

(i) there having been no adverse change or deterioration in the business, assets, financial or trading position or profits or prospects of Advent or any other member of the Wider Advent Group which 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 or investigation to which any member of the Wider Advent Group is or may become a party or subject (whether as claimant, defendant or otherwise) having been instituted, announced, implemented or threatened by or against or remaining outstanding against or in respect of any member of the Wider Advent Group the effect of which is adverse to any member of the Wider Advent Group and which, in any such case, is material in the context of the Wider Advent Group taken as a whole; and

(iii) no enquiry or investigation by, or complaint or reference to, any Relevant Authority having been threatened, announced, implemented or instituted or remaining outstanding, against or in respect of any member of the Wider Advent Group to an extent which is material in the context of the Wider Advent Group taken as a whole;

(iv) no actual, contingent or other liability having arisen, been incurred or become apparent to any member of the Wider Advent Group which would be likely to materially and adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Wider Advent Group to an extent which is material in the context of the Wider Advent Group taken as a whole; or

(v) no material claim having been made, and no circumstances having arisen which are likely to lead to a material claim being made under the insurances of any member of the Wider Advent Group where the effect of such claim would have a material and adverse effect on the Wider Advent Group taken as a whole;

(i) save as fairly disclosed in writing to Fairfax or its advisers or as otherwise publicly announced prior to 17 July 2009, 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 in writing 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 17 July 2009 by being publicly announced which is, in any such case, material in the context of the Wider Advent Group taken as a whole; or

(ii) any present member of the Wider Advent Group is subject to any liability (actual or contingent) that has not been disclosed in writing to any member of the Wider Fairfax Group or publicly announced prior to 17 July 2009, and which is material in the context of the Wider Advent Group taken as a whole; or

(iii) any past or present member of the Wider Advent Group has not complied with any applicable legislation or regulations of any relevant jurisdiction with regard to environmental matters or the health and safety of any person, or that there has otherwise been any material 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 material 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 relevant environmental law or which has or could result in the closure of any property required by any member of the Wider Advent Group which is, in any such case, material in the context of the Wider Advent Group taken as a whole.

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 taken, instituted, implemented or threatened 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, determinations, certifications, confirmations, consents, licences, clearances, permissions, exemptions and approvals;

(dd) publicly announced means disclosed in the results of Advent for the three months ended 31 March 2009 which were issued on 27 April 2009 or disclosed in the annual report and accounts of Advent for the financial year ended 31 December 2008 or otherwise announced on or before 17 July 2009 by 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;

(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; and

(ff) subsidiary undertaking, associated undertaking and undertaking have the meanings given to them by the Companies Act 2006 (but for this purpose ignoring paragraph 19(1)(b) of The Large and Medium – Sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410)) and substantial interest means a direct or indirect interest in 20 per cent or more of the equity share capital (as defined in the 2006 Act) of any undertaking.

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 condition (a).

The Offer will lapse if it does not become or is not declared unconditional as to acceptances. Further, the Offer will lapse unless conditions (b) to (i) have been fulfilled or waived, or, where appropriate, have been determined by Fairfax to be or remain satisfied, by 11.59 pm 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.

Fairfax shall be under no obligation to waive (if capable of waiver) or treat as fulfilled or satisfied any of conditions (b) to (i) 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 from such acquisition) 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.

The Offer will remain open for a minimum of 20 US business days or such longer period as may be required pursuant to Regulation 14E under the Exchange Act.

Fairfax reserves the right to implement the Offer by way of a Scheme of Arrangement, subject to the consent of the Panel and of the Independent Advent Directors. In such event, the Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, to those which apply to the Offer reflected in this Announcement. In particular, condition (a) in Appendix I would not apply and the Scheme of Arrangement would be subject, amongst other things, to the following conditions, which would not be capable of waiver:

(a) approval of the Scheme of Arrangement by a majority in number, representing 75 per cent. or more in value of relevant Advent Shares, present and voting, either in person or by proxy, at a court meeting, or any adjournment thereof;

(b) the resolutions(s) required to approve and implement the Scheme of Arrangement being duly passed by the requisite majority at a general meeting of Advent Shareholders, or any adjournment thereof; and

(c) the sanction (with or without amendments, on terms reasonably acceptable to Fairfax) of the Scheme of Arrangement and confirmation of any reduction of capital involved therein by the court, and an office copy of the order of the court sanctioning the Scheme of Arrangement and confirming the reduction of capital involved in the Scheme of Arrangement being delivered for registration to the Registrar of Companies in England and Wales and being so registered.

APPENDIX II

SOURCES AND BASES OF INFORMATION

In the Announcement:

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 results for the three months ended 31 March 2009 issued on 27 April 2009 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 £94.0 million, and other statements in the Announcement by reference to the issued and to be issued share capital of Advent, are based upon:

(a) 40,656,962 Advent Shares being the number of Advent Shares in issue on 16 July 2009 (being the last Business Day prior to the date of this Announcement); and

(b) the assumption that 2,057,800 Advent Shares may be issued as a result of the exercise of options with an exercise price below the Offer Price under the Advent Share Schemes, and based on (i) a resolution passed by the Advent Remuneration Committee on 10 July 2009 (which provided that in the event that any company or person becomes bound or entitled to acquire Advent Shares under Sections 974 to 983 of the Companies Act 2006 on or before 1 October 2009, options over a total of 391,496 Advent Shares awarded to Keith Thompson, Trevor Ambridge, Duncan Lummis and Darren Stockman under the Advent 2008 Unapproved Share Option Scheme with an exercise price of 147 pence each shall become capable of exercise, while options over a total of 391,497 Advent Shares awarded to such individuals at the same price shall not become capable of exercise) and (ii) an undertaking given by Trevor Ambridge on 16 July 2009 not to exercise any of his options under the Advent Share Schemes (which may otherwise become exercisable when a company or person becomes bound or entitled to acquire Advent Shares under Sections 974 to 983 of the Companies Act 2006) unless the Offer lapses or is withdrawn.

Note: As the 3,201,894 options subject to awards under the Advent 2008 Long Term Incentive Plan are dependent upon the proportionate satisfaction of the relevant performance conditions applicable to such options, which have yet to be determined, any Advent Shares that may be issued pursuant to these options have been ignored for the purpose of calculating the value of the issued and to be issued share capital of Advent in this Announcement.

APPENDIX III

IRREVOCABLE UNDERTAKINGS

Fairfax has received the following irrevocable undertakings from Advent Shareholders to accept the Offer:

	Name	Date	Number of Advent Shares	Percentage of Advent Share Capital	Percentage of issued Advent Shares to which the Offer Relates
1	Brian Caudle	16 July 2009	1,708,489	4.20%	12.62%
2	Keith Thompson	16 July 2009	202,001	0.50%	1.49%
3	Trevor Ambridge	16 July 2009	46,000	0.11%	0.34%
4	Brian Rowbotham	16 July 2009	27,574	0.07%	0.20%
5	Peter Stormonth Darling	16 July 2009	10,000	0.02%	0.07%
6	Eric St Clair Stobart	16 July 2009	3,000	0.01%	0.02%
7	Mackenzie Cundill Investment Management Ltd	16 July 2009	5,168,090	12.71%	38.17%
	TOTAL		7,165,154	17.62%	52.92%

Note 1: The irrevocable undertakings at 1 to 6 in the table above will remain binding in the event of a competing offer being made for Advent.

Note 2: The irrevocable undertakings at 1 to 7 in the table above will immediately lapse and cease to have effect immediately upon the earliest to occur of the following:

(a) the Panel consenting to Fairfax not implementing the Offer;

(b) an event occurring or circumstances arising as a result of which Fairfax is no longer required by the Code to proceed with the Offer;

(c) the Offer Document not being posted within 28 days of the Announcement (or such later date as the Panel may permit); or

(d) the Offer lapsing or being otherwise withdrawn.

Note 3: The irrevocable undertaking at 7 in the table above will cease to be binding if, among other things, a competing offer is made within 5 business days of the posting of the Offer Document which is recommended by the Advent Board and which values the Advent Shares at a price per share at least 10 per cent. higher than the Offer Price unless within 5 business days of the date of announcement of the competing offer Fairfax announces a revised offer that is at least equal to the value of the competing offer.

Note 4: The irrevocable undertakings at 1 to 3 in the table above also relate to any Advent Shares issued pursuant to the exercise, in whole or in part, of certain options during the Offer Period. Trevor Ambridge has agreed with Fairfax that he will not exercise any of his options under the Advent Share Schemes (which may otherwise become exercisable when a company or person becomes bound or entitled to acquire Advent Shares under Sections 974 to 983 of the Companies Act 2006) unless the Offer lapses or is withdrawn.

APPENDIX IV

INTERESTS OF FAIRFAX AND PERSONS ACTING IN CONCERT

WITH FAIRFAX IN ADVENT SECURITIES

Part A

Shareholder	Number of Advent Shares	Percentage of Advent Share Capital
Fairfax Financial Holdings Limited	5,731,756	14.10%
CRC (Bermuda) Reinsurance Limited	5,105,127	12.56%
United States Fire Insurance Company	4,066,948	10.00%
The North River Insurance Company	688,892	1.69%
Fairmont Specialty Insurance Company	1,750,392	4.31%
Fairmont Premier Insurance Company	306,209	0.75%
Fairmont Insurance Company	193,047	0.47%
TIG Insurance Company	3,388,085	8.33%
Clearwater Insurance Company	2,411,163	5.93%
Odyssey America Reinsurance Corporation	3,474,636	8.55%
Total	27,116,255	66.70%

Part B

Advent Directors deemed to be acting in concert with Fairfax have the following interests in Advent Securities

Shareholder	Number of Advent Shares	Percentage of Advent Share Capital
Trevor Ambridge	46,000	0.11%
Jean Cloutier	-	-

Trevor Ambridge holds the following options to subscribe for Advent Shares (although he has agreed with Fairfax that he will not exercise any of these options (which may otherwise become exercisable when a company or person becomes bound or entitled to acquire Advent Shares under Sections 974 to 983 of the Companies Act 2006) unless the Offer lapses or is withdrawn:

2008 Unapproved Share Option Plan

Date of Grant No. of Options Exercise Price Normal Exercise Period

30.09.2008 177,894 190p 30.09.2011 -

30.09.2018

20.03.2009 229,932 147p 20.03.2012 -

20.03.2019

Long Term Incentive Plan

Date of Grant No. of Options Exercise Price Normal Exercise Period

30.09.2008* 177,894 NIL 30.09.2011 -

30.09.2018

20.03.2009* 229,932 NIL 20.03.2012 -

20.03.2019

Notes:

* The exercise of these options are subject to a performance condition based on average return on equity targets over the three year performance period.

Share Incentive Plan 2008

Trevor Ambridge also has an interest in 2,420 Advent Shares under the Advent 2008 Share Incentive Plan.

APPENDIX V

DEFINITIONS

The following definitions apply throughout the Announcement, unless the context requires otherwise:

1985 Act means the Companies Act 1985;

2006 Act means the Companies Act 2006;

Acts means the 1985 Act and the 2006 Act;

Advent means Advent Capital (Holdings) PLC;

Advent 2008 AGM means the annual general meeting of Advent held on 9 April 2008;

Advent Board means the board of directors of Advent;

Advent Directors means the directors of Advent;

Advent Group means Advent and its subsidiaries;

Advent Share Schemes means all or any of the Advent Approved Company Share Option Plan 2005; the Advent Unapproved Company Share Option Plan 2005; the Advent 2008 Share Option Plan; the Advent 2008 Long Term Incentive Plan and the Advent Share Incentive Plan;

Advent Shareholders means holders of Advent Shares;

Advent Shares means 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 before the time at which the Offer ceases to be open for acceptance (or before 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 2006 Act);

AIM means AIM being a market operated by the London Stock Exchange;

AIM Rules means the rules published by the London Stock Exchange entitled "AIM Rules for Companies";

Announcement means this announcement by Fairfax of a firm intention to make the Offer dated 17 July 2009;

Australia means the Commonwealth of Australia its states and its dependent territories;

Business Day means a day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in the City of London;

Canada, means Canada, its provinces and territories and all areas subject to its jurisdiction and any political subdivision thereof;

Certificated or in certificated form means a share or other security which is not in uncertificated form (that is, not in CREST);

Closing Price means the closing middle market quotation of an Advent Share as derived from the AIM Appendix to the Daily Official List;

Code means the City Code on Takeovers and Mergers;

Conditions means the conditions of the Offer set out in Appendix I to this Announcement;

Council of Lloyd's means the council constituted by section 3 of The Lloyd's Act 1982;

CREST means 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 Participant means a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations);

CREST Regulations means the Uncertificated Securities CREST Regulations 2001 (SI 2001 No.3755);

Daily Official List means the Daily Official List of the London Stock Exchange;

Delist means the cancellation of admission to trading of the issued Advent Shares on AIM and Delisting shall be construed accordingly;

Exchange Act means the United States Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder;

Fairfax means Fairfax Financial Holdings Limited, a company incorporated under the laws of Canada;

Fairfax Board means the board of directors of Fairfax;

Fairfax Directors means the directors of Fairfax;

Fairfax Group means Fairfax and its subsidiaries;

Fairfax Offer Shareholders means members of the Fairfax Group whose details are given in Part A of the table contained within Appendix IV to this Announcement;

First Closing Date means the date to be described as such in the Offer Document in relation to the Offer;

Form of Acceptance means the form of acceptance and authority for use by Advent Shareholders who hold Advent shares in certificated form in connection with the Offer which will accompany the Offer Document;

FSA means the Financial Services Authority and any successor body;

FSMA means the Financial Services and Markets Act 2000;

Independent Advent Directors means the Advent Directors excluding Trevor Ambridge and Jean Cloutier;

Independent Advent Shareholders means the Advent Shareholders other than the Fairfax Group, Brian Caudle, Keith Thompson, Duncan Lummis and Darren Stockman;

Japan means Japan, its cities and prefectures, territories and possessions;

Kinmont means Kinmont Limited, the financial advisers to Advent for the purposes of the Offer;

Lloyd's means the Society and Corporation of Lloyd's incorporated by the Lloyd's Act of 1871;

London Stock Exchange means the London Stock Exchange plc;

Merrill Lynch means Merrill Lynch International, the financial advisers to Fairfax for the purposes of the Offer;

Offer means 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 2006 Act)), to be implemented by way of contractual offer and 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), or, with the consent of the Panel and of the Independent Advent Directors, to be implemented by way of a Scheme of Arrangement;

Offer Document means 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) and for information only, to participants of the Advent Share Schemes;

Offeror means Fairfax for itself and on behalf of the other Fairfax Offer Shareholders;

Offer Price means 220 pence for each Advent Share;

Overseas Advent Shareholders means 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 means The Panel on Takeovers and Mergers;

Regulatory Information Service means a regulatory information service for the purposes of and as defined in the AIM Rules;

Restricted Jurisdiction means Australia, Japan or any jurisdiction where local laws or 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;

Scheme of Arrangement means a scheme of arrangement under Part 26 of the 2006 Act;

Subsidiary means a subsidiary as defined in section 1159 of the 2006 Act;

UK or United Kingdom means the United Kingdom of Great Britain and Northern Ireland;

uncertificated or in uncertificated form means 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 means 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 business day means any day excluding any Saturday, Sunday or U.S. federal holiday, and shall consist of the time period from 12.01 a.m. through 12.00 midnight Eastern time and be determined in accordance with Rule 14d-1(g) under the Exchange Act.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFEAPXKFAXNEFE

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