TIDMBRIT
RNS Number : 1914O
Fairfax Financial Holdings Limited
26 May 2015
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM ANY STATE OR JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
26 May 2015
Recommended Cash Offer
for Brit plc ("Brit")
by FFHL Group Ltd. ("FGL")
an entity wholly-owned by Fairfax Financial Holdings Limited
("Fairfax")
Offer Declared Unconditional in All Respects, Commencement of
Compulsory Acquisition Procedure and Delisting
1. Introduction
On 17 February 2015, the boards of Fairfax and Brit announced
the terms of a recommended cash offer through which the entire
issued, and to be issued, ordinary share capital of Brit will be
acquired by FGL, an entity wholly-owned by Fairfax (the "Offer").
The full terms and conditions of the Offer and the procedures for
acceptance were set out in the offer document issued by FGL on 16
March 2015 (the "Offer Document"). On 23 March 2015, FGL announced
that the Offer had been declared unconditional as to
acceptances.
2. Offer declared unconditional in all respects
As all conditions relating to the Offer set out in the Offer
Document have now been satisfied or waived, FGL is pleased to
announce that the Offer has been declared unconditional in all
respects. Accordingly, cash consideration will be paid within 10
days of the date of this announcement to those Brit Shareholders
whose valid acceptances have already been received. Payment of cash
consideration in respect of valid acceptances received after the
date of this announcement will be made within 10 days after receipt
of each such acceptance.
Brit Shareholders who have not yet accepted the Offer are
encouraged to do so without delay. Full details of how to accept
the Offer are set out in the Offer Document, a copy of which is
available on Fairfax's website at www.fairfax.ca/britoffer and
Brit's website at www.britinsurance.com/ir/fairfax-offer.
The Offer will remain open for acceptance until further notice
(such notice not to be less than 14 days).
3. Level of acceptances
As at 16:26 (London time) on 22 May 2015, FGL had received valid
acceptances of the Offer in respect of 372,423,871 Brit Shares,
representing approximately 93 per cent. of the existing ordinary
issued share capital of Brit. So far as FGL is aware, none of these
acceptances have been received from persons acting in concert with
FGL. Of these acceptances, acceptances have been received in
respect of 294,953,274 Brit Shares (representing approximately 73.7
per cent. of the existing ordinary issued share capital of Brit)
which were subject to irrevocable undertakings given by the Apollo
Shareholders, the CVC Shareholders and the Director
Shareholders.
4. Interests in Brit Shares
As of 22 May 2015 (being the latest practicable date prior to
the publication of this announcement), neither Fairfax nor FGL, nor
any person acting in concert with either of them, is interested in,
has any rights to subscribe for any relevant securities of Brit nor
does any such person have any short position (whether conditional
or absolute and whether in the money or otherwise), including any
short position under a derivative or any arrangement in relation to
any relevant securities of Brit. For these purposes, "arrangement"
includes any agreement to sell or any delivery obligation or right
to require another person to purchase or take delivery of any
relevant securities of Brit and any borrowing or lending of any
relevant securities of Brit which have not been on-lent or sold and
any outstanding irrevocable commitment or letter of intent with
respect to any relevant securities of Brit.
5. Compulsory acquisition of Brit Shares
FGL has now unconditionally contracted to acquire not less than
90 per cent. of the Brit Shares by nominal value and not less than
90 per cent. of the voting rights attaching to such shares to which
the Offer relates. Accordingly, FGL will today begin the
implementation of the compulsory acquisition procedure to acquire
the remaining Brit Shares under Chapter 3 of Part 28 of the
Companies Act 2006 (the "Act"), as contemplated by the Offer
Document.
FGL will today despatch formal compulsory acquisition notices
under Sections 979 and 980 of the Act (the "Compulsory Acquisition
Notices") to Brit Shareholders who have not yet accepted the Offer
("Remaining Shareholders"). These notices set out FGL's intention
to apply the provisions of Section 979 of the Act to compulsorily
acquire any remaining Brit Shares in respect of which the Offer has
not been accepted, on the same terms as the Offer.
Unless any of the Remaining Shareholders who do not accept the
Offer before FGL decides to close the Offer (of which not less than
14 days' notice will be provided) apply to the court and the court
orders otherwise, on the expiry of six weeks from the date of the
Compulsory Acquisition Notices, being 7 July 2015, the Brit Shares
held by those Remaining Shareholders who have not accepted the
Offer will be acquired compulsorily by FGL on the same terms as the
Brit Offer. The consideration to which those Remaining Shareholders
will be entitled will be held by Brit as trustee on behalf of those
Remaining Shareholders who have not accepted the Brit Offer and
they will be requested to claim their consideration by writing to
Brit at the end of the six week period.
6. Delisting
FGL is in receipt of valid acceptances in respect of more than
75 per cent. of the Brit Shares, and the Offer has been declared
unconditional in all respects. As such, FGL hereby gives notice
that the 20 Business Days' notice period for cancellation of (i)
the listing of the Brit Shares on the premium listing segment of
the Official List of the UK Listing Authority, and (ii) their
admission to trading on the London Stock Exchange's main market for
listed securities, has now begun. It is anticipated that
cancellation of listing and trading will take effect no earlier
than 8.00 a.m. (London time) on 23 June 2015.
Delisting will significantly reduce the liquidity and
marketability of any Brit Shares not assented to the Offer.
7. Further acceptances of the Offer
The Offer will remain open for acceptance until further
notice.
If you hold your Brit Shares, or any of them in certificated
form, that is, NOT in CREST, you should return your signed and
completed Form of Acceptance along with your valid share
certificate(s) and/or any other relevant documents of title, to the
Receiving Agent by post at Computershare, Corporate Actions
Projects, Bristol BS99 6AH or by hand (during normal business
hours) at The Receiving Agent, Computershare Investor Services PLC
at The Pavilions, Bridgwater Road, Bristol BS13 8AE as soon as
possible. Further details on the procedures for acceptance of the
Offer if you hold any of your Brit Shares in certificated form are
set out in paragraph 15(a) of Part 2 of the Offer Document, Section
C of Part 3 to the Offer Document and in the Form of
Acceptance.
If you hold your Brit Shares, or any of them, in uncertificated
form (that is, in CREST), to accept the Offer in respect of those
Brit Shares, you should follow the procedure for Electronic
Acceptance through CREST so that the TTE instruction settles as
soon as possible. Further details on the procedures for acceptance
of the Brit Offer if you hold any of your Brit Shares in
uncertificated form are set out in paragraph 15(b) of Part 2 of the
Offer Document and in Section D of Part 3 to the Offer Document. If
you hold your Brit Shares as a CREST sponsored member, you should
refer acceptance of the Offer to your CREST sponsor as only your
CREST sponsor will be able to send the necessary TTE instruction to
Euroclear.
A Brit Shareholder who has any questions relating to the Offer,
or who is in any doubt as to how to complete the Form of Acceptance
should contact Computershare Investor Services PLC between 8.30
a.m. and 5.30 p.m. (London time) Monday to Friday (except UK public
holidays) on 0870 889 3156 from within the UK or +44 (0)870 889
3156 if calling from outside the UK. Calls from landline providers
typically cost up to 12 pence per minute. Calls from mobile
networks cost between 5 pence and 40 pence per minute. Calls from
outside the UK are chargeable at applicable international rates.
Calls may be recorded and randomly monitored for security and
training purposes. Please note that, for legal reasons, the
helpline will only be able to provide you with information
contained in this document and cannot give advice on the merits of
the Offer nor provide financial, legal or tax advice.
Full details on how to accept the Offer are set out in the Offer
Document, a copy of which is available on Fairfax's website at
www.fairfax.ca/britoffer and Brit's website at
www.britinsurance.com/ir/fairfax-offer.
8. Settlement of the Offer
Settlement of consideration to which any accepting Brit
Shareholder is entitled under the Offer will be despatched as
follows: (i) in the case of acceptances which have been received
and are valid and complete in all respects by 1.00 p.m. on the date
of this announcement, within 10 days; or (ii) in the case of
acceptances which are valid and complete in all respects and
received after the date of this announcement but while the Offer
remains open for acceptance, within 10 days of such receipt, in
each case in the manner described in the Offer.
Defined terms used but not defined in this announcement have,
unless the context requires otherwise, the meanings set out in the
Offer Document, a copy of which is available at
www.fairfax.com/britoffer.
Enquiries:
Fairfax
+1 (416) 367
Paul Rivett, President 4941
RBC Capital Markets (Financial
adviser to Fairfax)
Mark Preston
Alexander Thomas
Martin Frowde +44 (0)20 7653
Oliver Hearsey (Corporate Broking) 4000
Brit
Andrew Baddeley, Chief Financial
Officer
Joy Ferneyhough, Director of Strategy +44 (0) 207 984
and Corporate Development 8800
J.P. Morgan Cazenove (Financial adviser and corporate
broker to Brit)
Dwayne Lysaght
Mike Collar +44 (0) 20 7777
Kamalini Hull 2000
Numis Securities (Financial adviser and corporate
broker to Brit)
Charles Farquhar +44 (0)20 7260
Robert Bruce 1000
Willis Capital Markets (Financial
adviser to Brit)
+44 (0) 20 3124
8123
Michiel Bakker +44 (0) 20 3124
John Philipsz 8365
FTI Consulting (Public Relations
adviser to Brit)
+44 (0) 20 3727
1341
Paul Marriott +44 (0) 20 3727
Tom Blackwell 1051
1. About Fairfax
Fairfax Financial Holdings Limited is a holding company which,
through its subsidiaries, is engaged in property and casualty
insurance and reinsurance and investment management. Fairfax was
founded in 1985 by the present Chairman and Chief Executive
Officer, Prem Watsa. Fairfax has been under present management
since 1985 and is headquartered in Toronto, Canada. Its common
shares are listed on the Toronto Stock Exchange under the symbol
FFH and in U.S. dollars under the symbol FFH.U.
2. Further Information
RBC Europe Limited (trading as RBC Capital Markets), which is
authorised by the Prudential Regulation Authority and regulated in
the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation 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 clients of RBC Capital Markets nor for
providing advice in relation to the Offer or any other matter
referred to in this announcement.
J.P. Morgan Limited, which conducts its UK investment banking
businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as financial
adviser exclusively for Brit and no one else in connection with the
matters set out in this announcement and will not regard any other
person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than Brit
for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to any matter
referred to herein.
Numis Securities Limited ("Numis"), is authorised and regulated
in the United Kingdom by the Financial Conduct Authority. Numis is
acting as financial adviser and broker exclusively for Brit and no
one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than Brit for providing the protections
afforded to clients of Numis, nor for providing advice in relation
to any matter referred to herein.
Willis Capital Markets & Advisory Limited ("Willis Capital
Markets") is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. Willis Capital Markets is acting as
financial adviser exclusively for Brit and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than Brit for providing the protections afforded to clients
of Willis Capital Markets, nor for providing advice in relation to
any matter referred to herein.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities, or the solicitation
of any vote or approval of an offer to buy securities in any
jurisdiction, pursuant to the Offer or otherwise. Any response in
respect of the Offer should be made only on the basis of
information contained in the Offer Document, which contains the
full terms and conditions of the Offer, including how the Offer may
be accepted. Brit Shareholders are advised to read the formal
documentation in relation to the Offer carefully.
This announcement does not constitute a prospectus or
prospectus-equivalent document.
This announcement has been prepared for the purpose of complying
with English law, the Code and the Listing Rules of the Financial
Conduct Authority and the information disclosed may not be the same
as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside
the United Kingdom.
3. Overseas jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by laws and/or regulations of those
jurisdictions. Therefore, any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
should inform themselves about and observe any applicable
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. Unless otherwise
permitted by applicable law and regulation, the Offer may not be
made, directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
The receipt of cash pursuant to the Offer by Brit Shareholders
may be a taxable transaction under applicable national, state and
local, as well as foreign and other tax laws. Each Brit Shareholder
is urged to consult their independent professional adviser
regarding the tax consequences of accepting the Offer.
4. Notice to US investors
The Offer is being made for securities of a United Kingdom
company and Brit Shareholders in the United States should be aware
that this announcement, the Offer Document and any other documents
relating to the Offer have been or will be prepared in accordance
with the Code and UK disclosure requirements, format and style, all
of which differ from those in the United States. Brit's financial
statements, and all financial information that is included in this
announcement or that may be included in the Offer Document, any
other documents relating to the Offer, have been or will be
prepared in accordance with International Financial Reporting
Standards and may not be comparable to financial statements of
companies in the United States or other companies whose financial
statements are prepared in accordance with the US generally
accepted accounting principles.
The Offer is made in the United States pursuant to applicable US
tender offer rules and securities laws (or pursuant to exemptive
relief therefrom granted by the United States Securities and
Exchange Commission (the"SEC")) and otherwise in accordance with
the requirements ofEnglish law, the Code, the Panel, the London
Stock Exchange andthe Financial Conduct Authority. Accordingly, the
Offer is subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments that are different
from those applicable under United States domestic tender offer
procedures and law.
Neither the SEC nor any US state securities commission has
approved or disapproved the Offer or passed upon the adequacy or
completeness of this Announcement or the Offer Document. It may be
difficult for US holders of Brit securities to enforce their rights
under and any claim arising out of the US federal securities laws,
since Fairfax, FGL and Brit are located outside of the United
States, and some or all of their officers and directors may be
resident outside of the United States.
In accordance with, and to the extent permitted by, the Code,
normal UK market practice and Rule 14e-5 under the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
RBC Capital Markets and J.P. Morgan Cazenove and their affiliates
may continue to act as exempt principal traders in Brit Shares on
the London Stock Exchange and will engage in certain other
purchasing activities consistent with their respective normal and
usual practice and applicable law, including Rule 14e-5 under the
Exchange Act. To the extent required to be disclosed in accordance
with applicable regulatory requirements, information about any such
purchases will be disclosed on a next day basis to the Panel and
will be available from any Regulatory Information Service,
including the Regulatory News Service on the London Stock Exchange
website, www.londonstockexchange.com. To the extent that such
information is required to be publicly disclosed in the United
Kingdom in accordance with applicable regulatory requirements, this
information will as applicable also be publicly disclosed in the
United States.
5. Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement inwhich any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement inwhich any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. ADealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or
asecurities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
6. Information relating to Brit Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Brit Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Brit may be provided to Fairfax during the
offer period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.12(c) of the Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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