TIDMBRIT
RNS Number : 5703H
Fairfax Financial Holdings Limited
16 March 2015
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
16 March 2015
Recommended Cash Offer
for Brit plc ("Brit")
by FFHL Group Ltd. ("FGL")
an entity wholly-owned by Fairfax Financial Holdings Limited
("Fairfax")
Publication of Offer Document
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").
Further to the announcement of the Offer, the boards of Fairfax
and Brit are pleased to announce that the offer document containing
the full terms of, and conditions to, the Offer and the procedures
for acceptance (the "Offer Document") is being published and sent
to Brit Shareholders today together with the Form of
Acceptance.
The Offer will remain open until the later of (i) 15 April 2015
and (ii) 14 calendar days after becoming or being declared
unconditional in all respects.
The procedure for acceptance of the Offer is set out in the
Offer Document in Sections C and D of Part 3 and in the Form of
Acceptance.
The Offer Document together with those documents listed in
paragraph 15 of Part 7 to the Offer Document will be available on
Fairfax's website at www.fairfax.ca/britoffer and on Brit's website
at www.britinsurance.com. For the avoidance of doubt, the content
of such website is not incorporated into, and does not form part
of, this announcement.
Defined terms used but not defined in this announcement have the
meanings set out in the Offer Document.
Enquiries:
Fairfax
Paul Rivett, President +1 (416) 367 4941
RBC Capital Markets (Financial adviser to
Fairfax)
Mark Preston
Alexander Thomas
Martin Frowde
Oliver Hearsey (Corporate Broking) +44 (0)20 7653 4000
Brit
Andrew Baddeley, Chief Financial Officer
Joy Ferneyhough, Director of Strategy and
Corporate Development +44 (0) 207 984 8800
J.P. Morgan Cazenove (Financial adviser and corporate broker
to Brit)
Dwayne Lysaght
Mike Collar
Kamalini Hull +44 (0) 20 7777 2000
Numis Securities (Financial adviser and corporate broker to
Brit)
Charles Farquhar
Robert Bruce +44 (0)20 7260 1000
Willis Capital Markets (Financial adviser
to Brit)
Michiel Bakker +44 (0) 20 3124 8123
John Philipsz +44 (0) 20 3124 8365
FTI Consulting (Public Relations adviser to
Brit)
Paul Marriott +44 (0) 20 3727 1341
Tom Blackwell +44 (0) 20 3727 1051
1. Irrevocable undertakings
By way of update to the position stated in the 17 February 2015
announcement relating to the Offer, Mark Cloutier's irrevocable
undertaking has been updated to apply in respect of an additional
37 Brit Shares held by him at that date. His undertaking therefore
applies in respect of 1,204,813 Brit Shares in total and the total
number of Brit Shares in respect of which Fairfax has received
irrevocable undertakings from Brit Shareholders is accordingly
294,953,274 Brit Shares.
2. 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.
3. 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 will contain 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 once it has been
despatched.
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.
4. 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.
5. 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 will be 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 of English law, the Code, the
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 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.
6. 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 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. A Dealing 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 a
securities 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.
7. 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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