29 Jul 2008 15:05
29 July 2008
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.
ADVENT CAPITAL (HOLDINGS) PLC
("ADVENT" OR THE "COMPANY")
RESPONSE TO THE OFFER ("OFFER") MADE BY FAIRFAX FINANCIAL HOLDINGS LIMITED ("FAIRFAX") FOR THE COMPANY
The Board of Advent ("Board") notes the announcement made by Fairfax of an Offer for the whole of the issued share capital of Advent at 165 pence per share in cash.
The Board notes that the closing mid market price of the Company's shares as at 28 July 2008, being the last business day prior to the date of the Offer, was 165 pence per share. As announced in its interim results on 28 July 2008 the Company's net tangible assets were 240 pence as at 30 June 2008. The average closing mid market price of the Company's shares over the last 30 days prior to 28 July 2008, was 177 pence per share. The average closing mid market price of the Company's shares over the last six months prior to 28 July 2008, was 231 pence per share.
The Offer was discussed by Prem Watsa, the Chairman and Chief Executive Officer of Fairfax, with Brian Caudle, Chairman of Advent, prior to its release. The Board recognizes that Fairfax, as a financial and strategic investor in the insurance industry, must act in what it sees as the best interests of its own shareholders but the Board must be mindful of the real, longer term value of the Advent business and will consider all options available to the Company.
The Board believes that Advent is well-positioned in these competitive and challenging markets. The business has lived through many challenges over the past 33 years and its experienced management and believes that the underwriting team has the discipline and experience to operate in today's competitive environment. The Company will continue to maintain its focus on underwriting profitability and on the prospects afforded by its dual operating platforms at Lloyd's and in Bermuda.
The Board will consult with its advisers and shareholders as appropriate and write to shareholders with a considered recommendation as soon as practicable. Shareholders are advised to take no action pending the formal confirmation of the Board's views.
ENDS
Contact
| Advent Capital Holdings Keith Thompson Chief Operating Officer | +44 (0) 20 7743 8200 | |
| Kinmont Gavin Kelly John O Malley | +44 (0) 20 7087 9100 | |
| Fox-Pitt, Kelton Simon Law Senior Vice President Jonny Franklin-Adams Vice President | +44 (0) 20 7663 6000 | |
| Pelham PR Polly Fergusson Director Damian Beeley Director | + 44 (0) 20 7743 6362 |
Rule 2.10
In accordance with Rule 2.10 of the Code, Advent confirms that it has 40,656,962 ordinary shares of 50 pence each in issue and admitted to trading on the Official List under the UK ISIN code GB00B2QBXL27.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City 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 London business day following the date of the relevant transaction. This requirement will continue until the date on which any 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 of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London 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 Takeover 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 of the Code, you should consult the Panel (whose telephone number in the UK is 020 7638 0129).