ADV.L Regulatory News (ADV)

29 Aug 2008 07:36

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

29 August 2008

Fairfax Financial Holdings Limited ("Fairfax") cash offer for Advent Capital (Holdings) PLC ("Advent") 

Offer Declared Unconditional as to Acceptances

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.

The Fairfax Board is now pleased to announce that the Offer for Advent has 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. The Offer remains subject to the conditions set out in paragraphs (b) to (j) of Part A of Appendix I to the Offer Document. The Offer is being extended and will remain open for acceptance until the next closing date which will be 1.00 pm (London time) on 11 September 2008. Any further extensions of the Offer will be publicly announced by 8.00 am on the Business Day following the day on which the Offer was otherwise due to expire or at such later time or date as the Panel may agree. 

Level of Acceptances and Ownership

The Fairfax Board announces that, as at 1.00 p.m. (London time) on 28 August 2008 (the First Closing Date), valid acceptances of the Offer had been received from Advent Shareholders in respect of a total of 5,699,428 Advent Shares, representing approximately 14.01 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 may count towards satisfaction of the acceptance condition under the Offer. 

In total, therefore, as at 1.00 p.m. (London time) on 28 August 2008, Fairfax and its subsidiaries own or had received valid acceptances under the Offer in respect of a total of 23,776,036 Advent Shares, representing approximately 58.47 per cent. of the existing issued share capital of Advent and in accordance with the terms and conditions of the Offer, Fairfax is pleased to declare the Offer unconditional as to acceptances having received acceptances in respect of Advent Shares which together with the holdings of Advent Shares of the Fairfax Offer Shareholders (disclosed above) carry in aggregate more than 50 per cent. of the voting rights normally exercisable at a general meeting 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. 

The Offer remains subject to the terms and conditions (other than the acceptance condition set out in paragraph (a) of Part A of Appendix I to the Offer Document) set out in the Offer Document dated 7 August 2008, copies of which are available from Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. 

Further Acceptance of the Offer

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 I of the Offer Document and also Parts B and C of Appendix I of the Offer Document and on the Form of Acceptance as soon as possible, but in any event, no later than 1.00 pm on 11 September 2008.

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 I of the Offer Document and also Parts B and D of Appendix I of the Offer Document as soon as possible, but in any event, no later than 1.00 pm on 11 September 2008.

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, the accompanying Form of Acceptance. 

Compulsory acquisition of Advent Shares, cancellation of admission to trading 

As anticipated in the Offer Document, if Fairfax receives acceptances under the Offer in respect of 90 per cent. or more of the Advent Shares to which the Offer relates and, assuming that all of the other conditions of the Offer have been satisfied or waived (if capable of being waived), Fairfax 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.

To the extent that Fairfax does exercise its rights under Chapter 3 of Part 28 of the Companies Act 2006, an announcement will be made following the commencement of the compulsory acquisition procedure in respect of the Advent Shares, stating the anticipated time and date when the admission and trading in shares on AIM will be cancelled, being not less than 20 Business Days following such event. Delisting will significantly reduce the liquidity and marketability of any Advent Shares not acquired under the Offer at that time. 

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). 

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