TIDMAPR
RNS Number : 3714N
Fairfax Financial Holdings Limited
29 January 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
29 January 2016
Recommended Cash Offer for APR Energy plc ("APR Energy")
by
Apple Bidco Limited ("Bidco") an entity jointly controlled by
Fairfax Financial Holdings Limited ("Fairfax"), ACON Equity
Management, LLC ("ACON") and Albright Capital Management LLC
("ACM") (together the "Joint Bidders")
Notice of closing of the Offer
On 26 October 2015, the board of Bidco and the Independent APR
Energy Directors announced the terms of a recommended cash offer
for the acquisition of the entire issued and to be issued ordinary
share capital of APR Energy, other than the Committed APR Energy
Shares, such offer to be made by Bidco, an entity jointly
controlled by Fairfax, ACON and ACM (the "Offer"). The full terms
and conditions and the procedures for acceptance of the Offer are
set out in the offer document which was published and sent to APR
Energy Shareholders on 23 November 2015 (the "Offer Document").
On 5 January 2016, Bidco announced that the Offer was declared
unconditional in all respects and would remain open for acceptances
until further notice.
Bidco now announces that the Offer will close at 1.00 p.m.
(London time) on 12 February 2016 and will not be further extended.
Any further acceptances of the Offer must be received by that time.
The procedures for accepting the Offer are set out in paragraph 16
of Part II of the Offer Document.
Compulsory acquisition of APR Energy Shares
On 18 January 2016, Bidco announced the commencement of the
process to compulsorily acquire any APR Energy Shares to which the
Offer relates which it had not acquired or agreed to acquire.
Unless any of the APR Energy Shareholders who have not to date
validly accepted the Offer and who do not accept the Offer before
1.00 p.m. (London time) on 12 February 2016 apply to the court and
the court orders otherwise, the APR Energy Shares held by those APR
Energy Shareholders who have not accepted the Offer will be
acquired compulsorily by Bidco on 29 February 2016 on the same
terms as the Offer. From that date, the consideration to which
those APR Energy Shareholders will be entitled will be held by APR
Energy as trustee on behalf of those APR Energy Shareholders who
have not accepted the Offer and those shareholders will be
requested to claim their consideration by writing to Capita Asset
Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU.
Defined terms used but not defined in this announcement have the
meanings set out in the Offer Document, a copy of which is
available at Fairfax's website at
http://www.fairfax.ca/Investors/APR-Offer and APR Energy's website
at http://www.aprenergy.com/offer-apr-energy-plc.
Enquiries:
Ondra Partners (financial adviser +44 (0) 20 7082
to Bidco, Fairfax, ACON and ACM) 8750
Robert Hingley
Cassandre Danoux
1. Further Information
Ondra Partners, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Bidco, Fairfax, ACON and ACM and no one else in connection with
the Offer and will not be responsible to anyone other than Bidco,
Fairfax, ACON and ACM for providing the protections afforded to
clients of Ondra Partners nor for providing advice in relation to
the Offer or any other matter referred to in this announcement.
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 will contain the
full terms and conditions of the Offer, including how the Offer may
be accepted. APR Energy Shareholders are advised to read the formal
documentation in relation to the Offer carefully once it has been
dispatched.
This announcement does not constitute a prospectus or
prospectus-equivalent document.
This announcement has been prepared for the purpose of complying
with English law and the Code 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.
2. 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 APR Energy
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each APR Energy Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of accepting
the Offer.
Further details in relation to APR Energy Shareholders in
overseas jurisdictions will be contained in the Offer Document.
3. Notice to US investors
The Offer is being made for securities of an English company and
APR Energy 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. APR Energy's
financial statements, and all financial information that is
included in this announcement or that may be included in the Offer
Document (or incorporated by reference into this announcement), or
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 US generally accepted
accounting principles.
The Offer will be made in the United States pursuant to
applicable US tender offer rules and securities laws and otherwise
in accordance with the requirements of English law, the Code, the
UK Panel, the London Stock Exchange and the Financial Conduct
Authority. Accordingly, the Offer will be 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 United States Securities and Exchange Commission nor
any US state securities commission has approved or disapproved the
Offer or passed any opinion upon the adequacy or completeness of
this announcement or the Offer Document. It may be difficult for US
holders of APR Energy securities to enforce their rights under and
any claim arising out of the US federal securities laws, since
Fairfax, Bidco and APR Energy are located outside of the United
States, and some or all of their officers and directors may be
resident outside of the United States.
4. Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
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 in which 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 in which any securities exchange offeror is first
identified. Relevant persons
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