11 Sep 2008 18:25
Not for release, publication or distribution, in whole or in part, in OR into the United States, Canada, Australia or Japan or any Jurisdiction if to do so would constitute a violation of the relevant laws of such Jurisdiction.
Fairfax Financial Holdings Limited
11 September 2008
Fairfax Financial Holdings Limited ("Fairfax") cash offer for Advent Capital (Holdings) PLC ("Advent")
Offer declared unconditional in all respects
On 29 July 2008, the Fairfax Board announced the terms of a cash offer under which Fairfax (on behalf of itself and other members of the Fairfax Group) offered to 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 7 August 2008.
Further to Fairfax's announcement on 29 August 2008 in which it declared the Offer unconditional as to acceptances, Fairfax announces that all of the remaining conditions of the Offer have now been either satisfied or waived. Accordingly, the Offer is hereby declared unconditional in all respects.
Settlement
The consideration under the Offer will be dispatched (or credited through CREST) on or before 25 September to those Advent Shareholders who have validly accepted the Offer. The Offer is now closed for acceptance by Advent Shareholders.
Level of Acceptances and Ownership
The Fairfax Board announces that, as at 1.00 p.m. (London time) on 11 September 2008 (the extended closing date under the Offer), valid acceptances of the Offer had been received from Advent Shareholders in respect of a total of 5,715,512 Advent Shares, representing approximately 14.05 per cent. of the existing issued share capital of Advent. None of these acceptances were received from persons acting in concert with Fairfax.
The total acceptances include valid acceptances of the Offer received from Phoenix Asset Management Partners Limited in respect of all of the 5,698,346 Advent Shares, representing approximately 14.01 per cent. of the existing issued share capital of Advent, for which a letter of intent dated 28 July 2008 to accept the Offer had been received 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.
In addition to the Advent Shares in respect of which Fairfax has received acceptances of the Offer, Fairfax Offer Shareholders own 18,076,608 Advent Shares, representing approximately 44.46 per cent. of the existing issued share capital of Advent which the Offeror counted towards satisfaction of the acceptance condition under the Offer.
In total, therefore, as at 1.00 p.m. (London time) on 11 September 2008, Fairfax and its subsidiaries own or had received valid acceptances under the Offer in respect of a total of 23,792,120 Advent Shares, representing approximately 58.51 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 a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any Advent Shares.
Save for the letter of intent described in this announcement, 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.
Save as defined above, capitalised terms used in this announcement have the same meaning as in the Offer Document dated 7 August 2008 (Offer Document).
Enquiries:
| Fairfax Financial Holdings Limited Greg Taylor - Chief Financial Officer +1 416 367 4941 Merrill Lynch International +44 (0) 20 7628 1000 Matthew Watkins Paul Frankfurt Merrill Lynch, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Fairfax and no one else in connection with the Offer and will not be responsible to anyone other than Fairfax for providing the protections afforded to its customers or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein. 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 will be made solely through the Offer Document and, in the case of certificated Advent Shares, the Form of Acceptance, which, when issued, will together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and, in the case of certificated Advent Shares, the Form of Acceptance. The Fairfax Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Fairfax Directors (who have taken all reasonable care to ensure this is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. |