ADV.L Regulatory News (ADV)

31 Jul 2009 07:00

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.

RNS Number: 0753A

Fairfax Financial Holdings Limited

31 July 2009

Posting of Offer Document

Further to the announcement on 17 July 2009 ("Announcement") by the board of Fairfax and the Independent Advent Directors regarding 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, Fairfax is pleased to announce that the Offer Document and the Forms of Acceptance relating to the Offer will be posted today to Advent Shareholders (other than certain Overseas Shareholders).

Key highlights of the recommended cash offer are:

To accept the Offer in respect of Advent Shares held in certificated form (that is, not through CREST), holders should complete, sign and return the relevant Form(s) of Acceptance in accordance with the instructions thereon and the instructions in the Offer Document as soon as possible and, in any event, so as to be received no later than 1.00 p.m. London time on 21 August 2009. 

To accept the Offer in respect of Advent Shares held in uncertificated form (that is, through CREST), holders should submit a TTE instruction in accordance with the instructions in the Offer Document for settlement as soon as possible and, in any event, by no later than 1.00 p.m. London time on 21 August 2009. 

Copies of the Offer Document and Forms of Acceptance are available for inspection (during normal business hours only) from Clyde & Co LLP, 51 Eastcheap, London EC3M 1JP. 

Copies of the Offer Document and the Form of Acceptance have also been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. 

Save as defined above, capitalised terms used in this announcement have the same meaning as in the Offer Document dated 31 July 2009. 

Enquiries:

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 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 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.