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RNS Number : 4242C
Achilles Netherlands Holdings B.V.
07 March 2011
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 THAT
JURISDICTION
For Immediate Release
7 March 2011
OFFER
by
ACHILLES NETHERLANDS HOLDINGS B.V. ("ACHILLES")
for
BRIT INSURANCE HOLDINGS N.V. ("BRIT INSURANCE")
Extension of Offer and Offer Update
Introduction
On 26 October 2010, the board of Achilles and the Independent
Directors of Brit Insurance announced that they had agreed the
terms of a recommended cash offer to be made by Achilles to acquire
the entire issued and to be issued share capital of Brit Insurance
(the "Offer"). The full terms and conditions of the Offer and the
procedures for acceptance were set out in the offer document issued
by Achilles on 23 November 2010 (the "Offer Document").
On 17 February 2011, Achilles declared the Offer to be
unconditional as to acceptances. The Offer must become or be
declared wholly unconditional on or before 10 March 2011, failing
which it will lapse (unless the Panel otherwise agrees).
Extension of Offer
The Offer, which remains subject to the terms and conditions set
out in the Offer Document, is being extended and will remain open
for acceptance until the next closing date which will be 1.00 p.m.
(London time) on 19 March 2011.
Brit Insurance Shareholders who have not yet accepted the Offer
are urged to do so by the following deadlines:
-- If you are a Direct DI Holder (i.e. you hold your Brit
Insurance DIs directly and not through the CSN Service), your
acceptance should be made so that the TTE Instruction settles no
later than 1.00 p.m. (London time) on 18 March 2011.
-- If you are a CSN Holder (i.e. you hold your Brit Insurance
DIs indirectly through the CSN Service), you should complete and
return the CSN Acceptance Form, which accompanied the Offer
Document, by no later than 1.00 p.m. (London time) on 17 March 2011
in order to allow sufficient time for your Corporate Sponsored
Nominee to make an Electronic Acceptance on your behalf.
-- If you hold your Brit Insurance Shares directly in Registered
Form, you should complete and return the Registered Holder
Acceptance Form, which accompanied the Offer Document, by no later
than 1.00 p.m. (London time) on 19 March 2011.
Level of acceptances
As at 1.00 p.m. (London time) on 5 March 2011, being the most
recent closing date of the Offer, Achilles had received valid
acceptances of the Offer in respect of 68,922,677 Brit Insurance
Shares and/or Brit Insurance DIs representing approximately 87.06
per cent. of the existing issued share capital of Brit Insurance,
which Achilles may count towards the satisfaction of the Acceptance
Condition to the Offer. So far as Achilles is aware, none of these
acceptances have been received from persons acting in concert with
Achilles. Of these acceptances, acceptances have been received in
respect of 423,117 Brit Insurance Shares (representing
approximately 0.53 per cent. of the existing issued share capital
of Brit Insurance) which were subject to an irrevocable commitment
procured by Achilles.
Brit Insurance Shareholders who have not yet accepted the Offer
are urged to do so as soon as possible and in any event by 1.00
p.m. (London time) on 19 March 2011. Full details of how to accept
the Offer are set out in the Offer Document, a copy of which is
available at:
http://investor.britinsurance.com/phoenix.zhtml?c=133807&p=irol-disclaim
er100610.
Interests in Brit Insurance Shares
On 4 March 2011, or, in the case of Citigroup Global Markets
Limited, 3 March 2011, (being the latest practicable date prior to
the publication of this announcement), neither Achilles, nor any
person acting in concert with Achilles, is interested in, has any
rights to subscribe for any relevant securities of Brit Insurance
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 Insurance. 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 Insurance and
any borrowing or lending of any relevant securities of Brit
Insurance 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 Insurance.
Other than as expressly set out in this announcement,
capitalised terms used in this announcement shall have the meaning
given to them in the Offer Document.
Enquiries
Haggie Financial, for Tel: +44 (0)207 417 8989
Brit Insurance Tel: +44 (0) 7803 851
Peter Rigby 426
Rubenstein Associates, Tel: +1 (212) 843 8590
for Apollo Tel: +44 (0)207 404 5959
Charles Zehren
Brunswick Group, for CVC
Carole Cable
Further information
Achilles is a company formed on behalf of funds managed by
Apollo Management VII, L.P. and funds advised by CVC Capital
Partners Limited.
This announcement will be available on Brit Insurance's website
(http://investor.britinsurance.com/phoenix.zhtml?c=133807&p=irol-disclai
mer100610) by no later than 12 noon (London time) on 8 March
2011.
This announcement does not constitute, and must not be construed
as, an offer to sell or an invitation to purchase or subscribe for
any securities or the solicitation of an offer to purchase or
subscribe for any securities, pursuant to the Offer or otherwise.
The full terms and conditions of the Offer, including details of
how the Offer may be accepted, are set out in the Offer
Document.
The release, publication or distribution of this announcement in
certain jurisdictions may be affected by the laws of relevant
jurisdictions. Persons who are subject to the laws of any
jurisdiction other than the United Kingdom or the Netherlands or
are not resident in the United Kingdom or the Netherlands will need
to inform themselves about, and observe, any applicable
requirements. This announcement has been prepared for the purpose
of complying with English and Dutch law and the information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside the
United Kingdom and the Netherlands.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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