TIDMAPR
RNS Number : 5651G
Fairfax Financial Holdings Limited
23 November 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
23 November 2015
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")
Irrevocable Undertaking
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").
Further to the announcement of the Offer, the board of Bidco
announces that on 21 November 2015, it received irrevocable
undertakings to accept the offer from ADA Capital Management, LLC
("ADA") and SCIP Limited Partnership APR, L.P. ("SCIP") in respect
of 128,441 and 662,547 APR Energy Shares respectively, representing
approximately 0.1 and 0.7 per cent. of APR Energy's issued share
capital respectively. The irrevocable undertaking given by each of
ADA and SCIP will cease to be binding if:
(i) the Offer Document is not published within 28 days after the
date of the 2.7 Announcement (or such later date as Bidco and APR
Energy may agree and the UK Panel may allow);
(ii) the Offer once made, fails to become unconditional in all
respects by the date falling 60 days after the date of the Offer
(or such later date as Bidco and APR Energy may, with the consent
of the UK Panel, agree); or
(iii) the Offer, once made, lapses or is withdrawn.
Together with the other irrevocable undertakings received by
Bidco as disclosed in the announcement of a firm intention to make
an offer dated 26 October 2015, Bidco has now received irrevocable
undertakings to accept the Offer in respect of aggregate holdings
of 18,745,199 APR Energy Shares, which represent approximately 19.9
per cent. of APR Energy's issued share capital and approximately
30.1 per cent. of the APR Energy Shares to which the Offer
relates.
Defined terms used but not defined in this announcement have the
meanings set out in the offer document containing the full terms
of, and conditions to, the Offer published and sent to APR Energy
Shareholders today (the "Offer Document").
Enquiries:
Ondra Partners (financial adviser +44 (0) 20 7082
to Bidco, Fairfax, ACON and ACM) 8750
Robert Hingley
Cassandre Danoux
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.
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 normally 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 UK 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 UK 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.
Publication on website
A copy of this announcement will be available free of charge on
Fairfax's website at http://www.fairfax.ca/Investors/APR-Offer by
no later than noon (London time) on the day following this
announcement. For the avoidance of doubt, the contents of those
websites are not incorporated into and do not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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