2 Sep 2009 15:38
Not for release, publication or distribution, in whole or in part, in OR intoAustralia or Japan or any OTHER Jurisdiction if to do so would constitute a violation of the relevant laws of such Jurisdiction.
RNS Number: 0753A
Fairfax Financial Holdings Limited
2 September 2009
Fairfax Financial Holdings Limited ("Fairfax") recommended cash offer for Advent Capital (Holdings) PLC ("Advent")
Offer wholly unconditional
On 17 July 2009, the Fairfax Board and the Independent Advent Directors announced the terms of a recommended cash offer under which Fairfax (on behalf of itself and other members of the Fairfax Group) would acquire the entire issued and to be issued ordinary share capital of Advent not already owned by the Fairfax Group. The Offer Document setting out the full terms and conditions of the Offer was posted to Advent Shareholders on 31 July 2009.
Further to Fairfax's announcement on 21 August 2009 regarding the Offer becoming unconditional as to acceptances, Fairfax announces that, following receipt of the necessary regulatory approvals, the Offer has been declared unconditional in all respects.
Level of acceptances and ownership
The Fairfax Board also announces that, as at 1.00 p.m. (London time) on 2 September 2009, valid acceptances of the Offer had been received from Advent Shareholders in respect of a total of 13,212,977 Advent Shares, representing approximately 97.57 per cent. of the issued Advent Shares to which the Offer relates (and approximately 32.49 per cent. of the existing issued share capital of Advent).
The total acceptances include valid acceptances of the Offer received from all of the Independent Advent Directors in respect of 1,951,064 Advent Shares, Trevor Ambridge (who, being a director of Advent and a Vice President of Fairfax, is deemed to be acting in concert with Fairfax for the purposes of the Offer) in respect of 46,000 Advent Shares and Mackenzie Cundhill Investment Management Limited in respect of 5,168,090 Advent Shares, which together comprise approximately 52.92 per cent. of the issued Advent Shares to which the Offer relates (and approximately 17.62 per cent. of the existing issued share capital of Advent) and which are the subject of irrevocable undertakings to accept the Offer as described in the Offer Document. Neither Fairfax nor its associates have any other outstanding irrevocable commitments or letters of intent to accept the Offer.
No acceptances have been received from any persons acting or deemed to be acting in concert with Fairfax other than the acceptance from Trevor Ambridge referred to above.
In addition to the Advent Shares in respect of which Fairfax has received acceptances of the Offer, Fairfax Offer Shareholders own 27,116,255 Advent Shares, representing approximately 66.70 per cent. of the existing issued share capital of Advent.
Save as disclosed above, neither Fairfax nor, so far as Fairfax is aware, any person acting in concert with Fairfax held any Advent Shares or interests in or rights to subscribe for Advent Shares before the start of the Offer Period, nor have they acquired or agreed to acquire any Advent Shares or rights over Advent Shares since that date and nor do they have any short position in relation to Advent Shares (whether conditional or absolute and whether in money or otherwise) including any short position under any derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any Advent Shares.
Neither Fairfax nor, so far as Fairfax is aware, any person acting in concert with Fairfax has borrowed or lent any Advent Shares nor has any arrangement in relation to Advent Shares been made. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Advent Shares which is, or may be, an inducement to deal or refrain from dealing in such shares.
Settlement
The consideration under the Offer in respect of valid acceptances received on or before the close of business on 2 September 2009 will be dispatched (or credited through CREST) on or before 16 September 2009.
Settlement of the consideration in respect of further acceptances which are received after today's date and which are valid and complete in all respects will be dispatched (or credited through CREST) within 14 days of receipt.
Correction of First Closing Date Acceptance Levels
On 21 August 2009, Fairfax announced that the Offer had become unconditional as to acceptances following satisfaction of the acceptance condition set out in paragraph (a) of Part A of Appendix I to the Offer Document.
Since that date the Trustee of the Advent Capital (Holdings) PLC UK Employee Benefit Trust (the "Trustee") has advised Fairfax that it had submitted an acceptance in relation to the Offer which it was not permitted to do under the rules of and legislation governing the associated Advent Capital (Holdings) PLC Share Incentive Plan (the "Plan"). The Trustee submitted in error an acceptance in respect of 71,938 Advent Shares (the "Trust Shares") representing approximately 0.53 per cent. of the issued Advent Shares to which the Offer relates (and approximately 0.18 per cent of the existing issued share capital of Advent).
Accordingly, the acceptance by the Trustee of the Offer in respect of the Trust Shares was invalid and the Trust Shares should not have been included for the purposes of determining the levels of valid acceptances of the Offer as at 1.00pm (London time) on 21 August 2009.
Set out below are corrected details of the levels of valid acceptances of the Offer as at 1.00pm (London time) on 21 August 2009 (the First Closing Date of the Offer):
Corrected Level of Acceptances and Ownership
As at 1.00 p.m. (London time) on 21 August 2009 (the First Closing Date), Fairfax had received valid acceptances of the Offer from Advent Shareholders in respect of a total of 13,204,490 Advent Shares, representing approximately 97.51 per cent. of the issued Advent Shares to which the Offer relates (and approximately 32.47 per cent of the existing issued share capital of Advent.).
The total acceptances included valid acceptances of the Offer received from all of the Independent Advent Directors in respect of 1,951,064 Advent Shares, Trevor Ambridge (who, being a director of Advent and a Vice President of Fairfax, was deemed to be acting in concert with Fairfax for the purposes of the Offer) in respect of 46,000 Advent Shares and Mackenzie Cundhill Investment Management Limited in respect of 5,168,090 Advent Shares, which together comprised approximately 52.92 per cent. of the issued Advent Shares to which the Offer relates (and approximately 17.62 per cent of the existing issued share capital of Advent) and which were the subject of irrevocable undertakings to accept the Offer as described in the Offer Document. Neither Fairfax nor its associates had any other outstanding irrevocable commitments or letters of intent to accept the Offer.
No acceptances had been received from any persons acting or deemed to be acting in concert with Fairfax other than the acceptance from Trevor Ambridge referred to above.
In addition to the Advent Shares in respect of which Fairfax had received acceptances of the Offer, Fairfax Offer Shareholders owned 27,116,255 Advent Shares, representing approximately 66.70 per cent. of the existing issued share capital of Advent.
Offer to remain open for further acceptance
The Offer, which remains subject to the terms set out in the Offer Document, will remain open for acceptance until further notice. Advent Shareholders who wish to accept the Offer but have not yet done so are urged to do so as soon as possible.
For holders of Advent Shares held in certificated form (that is, not held in CREST), Forms of Acceptance not yet returned should be completed, signed and returned in accordance with the instructions set out in paragraph 12(a) of the letter from Fairfax in Part II of the Offer Document and also Parts B and C of Appendix I to the Offer Document and in the Form of Acceptance as soon as possible.
For holders of Advent Shares held in uncertificated form (that is, held in CREST), a TTE Instruction should be submitted in accordance with the instructions set out in paragraph 12(b) of the letter from Fairfax in Part II of the Offer Document and also Parts B and D of Appendix I to the Offer Document as soon as possible.
Full details of how to accept the Offer in respect of certificated and uncertificated Advent Shares are set out in the Offer Document and, in the case of certificated Advent Shares only, in the Form of Acceptance.
Compulsory acquisition of Advent Shares and Delisting
As stated in the Offer Document, Fairfax now intends to exercise its rights pursuant to Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Advent Shares in respect of which the Offer has not been accepted on the same terms as the Offer.
As a result of the Offer becoming unconditional in all respects, 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.
It is anticipated that Delisting will take effect no earlier than 20 clear Business Days after the date of this announcement.
Save as defined above, capitalised terms used in this announcement have the same meaning as in the Offer Document dated 31 July 2009 ("Offer Document").
Enquiries:
| Fairfax Financial Holdings Limited Greg Taylor - Chief Financial Officer +1 416 367 4941 Merrill Lynch International (Financial Advisor to Fairfax) +44 (0) 20 7628 1000 Matthew Watkins Paul Frankfurt |
The Fairfax Directors accept responsibility for the information contained in this announcement. 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 this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
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 this announcement or any transaction or arrangement referred to therein.
This 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 is subject to the terms and conditions set out in the Offer Document and, in the case of certificated Advent Shares, in the Form of Acceptance. The Offer Document includes 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.