Become a Member

Track your favourite stocks
Create & monitor portfolios
Daily portfolio value

Company	Chg	Chg %
Quickpicks
£	%
Add shares to your quickpicks to display them here!

Offer Update

31st Jul 2009 07:00

RNS Number : 6145W

Fairfax Financial Holdings Limited

31 July 2009

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

RNS Number: 0753A

Fairfax Financial Holdings Limited

31 July 2009

Fairfax Financial Holdings Limited (“Fairfax”) recommended cash offer for Advent Capital (Holdings) PLC (“Advent”)

Posting of Offer Document

Further to the announcement on 17 July 2009 ("Announcement") by the board of Fairfax and the Independent Advent Directors regarding the terms of a unanimously recommended cash offer under which Fairfax (on behalf of itself and members of the Fairfax Group) will acquire the entire issued and to be issued ordinary share capital of Advent not already owned by the Fairfax Group, Fairfax is pleased to announce that the Offer Document and the Forms of Acceptance relating to the Offer will be posted today to Advent Shareholders (other than certain Overseas Shareholders).

Key highlights of the recommended cash offer are:

n 220 pence in cash per Advent Share representing a premium of approximately 76 per cent. to the Closing Price of 125 pence per Advent Share on 16 July 2009, being the last Business Day prior to the date of the Announcement;

n The Independent Advent Directors, who have been so advised by Kinmont, consider the terms of the Offer to be fair and reasonable. Accordingly, the Independent Advent Directors unanimously recommend that Advent Shareholders accept the Offer.

n In view of the fact that Trevor Ambridge is a Vice President of Fairfax and Jean Cloutier is a Vice President of Fairfax and a director of certain subsidiaries of Fairfax, they are each deemed to be non-independent and have taken no part in the discussions concerning the Offer and the recommendation of the Independent Advent Directors in relation to the Offer.

n Certain members of the Advent management team have agreed with Fairfax that, subject to the Offer becoming or being declared unconditional, they will enter into revisions to their service contracts. Details of these revisions are summarised within the Offer Document. Kinmont considers the terms of these Management Arrangements, for the purposes of Rule 16 to the Code, to be fair and reasonable as far as Independent Advent Shareholders are concerned.

n Fairfax has received irrevocable undertakings to accept the Offer in respect of a total of 7,165,154 Advent Shares representing (in aggregate) approximately 17.62 per cent. of Advent's existing issued share capital (and approximately 52.92 per cent. of the issued Advent Shares to which the Offer relates).

n The Offer is conditional upon, among other conditions set out in the Offer Document, valid acceptances of the Offer being received in respect of not less than 90 per cent. (or such lesser percentage as Fairfax may decide) in nominal value of the Advent Shares to which the Offer relates and not less than 90 per cent. (or such lesser percentage as Fairfax may decide) of the voting rights carried by the Advent Shares to which the Offer relates.

n If Fairfax receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more in nominal value of the Advent Shares to which the Offer relates (and 90 per cent. or more of the voting rights carried by the Advent Shares to which the Offer relates) and all other conditions of the Offer have been satisfied or (if capable of being waived) waived, Fairfax intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Advent Shares in respect of which the Offer has not been accepted, on the same terms as the Offer.

n Assuming the Offer becomes or is declared unconditional in all respects, and provided that Fairfax (together with other members of the Fairfax Group) has acquired or agreed to acquire 75 per cent. of the voting rights attached to the Advent Shares, Fairfax intends to procure the making of an application by Advent to the London Stock Exchange for the Delisting of the issued Advent Shares in accordance with the AIM Rules and for Advent to be converted into a private limited company.

n If Advent were to Delist, the remaining Advent Shareholders will become minority shareholders in a privately controlled unlisted company. This would significantly reduce the liquidity and marketability of any Advent Shares not assented to the Offer. In this event, remaining Advent Shareholders may be unable to sell their Advent Shares and there can be no certainty that any dividends or other distributions will be made by Advent or that the Advent Shareholders will again be offered as much as the Offer Price for the Advent Shares held by them.

If any Advent Shareholder is in any doubt about the contents of this Announcement or what action to take, the Independent Advent Directors recommend that Advent Shareholders immediately take independent professional advice.

To accept the Offer in respect of Advent Shares held in certificated form (that is, not through CREST), holders should complete, sign and return the relevant Form(s) of Acceptance in accordance with the instructions thereon and the instructions in the Offer Document as soon as possible and, in any event, so as to be received no later than 1.00 p.m. London time on 21 August 2009.

To accept the Offer in respect of Advent Shares held in uncertificated form (that is, through CREST), holders should submit a TTE instruction in accordance with the instructions in the Offer Document for settlement as soon as possible and, in any event, by no later than 1.00 p.m. London time on 21 August 2009.

Copies of the Offer Document and Forms of Acceptance are available for inspection (during normal business hours only) from Clyde & Co LLP, 51 Eastcheap, London EC3M 1JP.

Copies of the Offer Document and the Form of Acceptance have also been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.

Save as defined above, capitalised terms used in this announcement have the same meaning as in the Offer Document dated 31 July 2009.

Enquiries:

Fairfax Greg Taylor - Chief Financial Officer	+1 416 367 4941
Merrill Lynch International (Financial Advisor to Fairfax) Matthew Watkins Paul Frankfurt	+44 (0)20 7628 1000
Advent Keith Thompson Neil Ewing	+44 (0) 20 7743 8200
Kinmont (Financial Advisor to Advent) John O'Malley	+44 (0)20 7087 9100

Merrill Lynch, which is authorised and regulated in the United Kingdom by the Financial Services 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 its customers or for providing advice in relation to the Offer or in relation to the contents of the Announcement or any transaction or arrangement referred to therein.

Kinmont, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Advent and no one else in connection with the Offer and will not be responsible to anyone other than Advent for providing the protections afforded to its customers or for providing advice in relation to the Offer or in relation to the contents of the Announcement or any transaction or arrangement referred to therein.

The Announcement is not intended to and does not constitute, or form any part of, an offer or an invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be subject to the terms and conditions set out in the Offer Document and, in the case of certificated Advent Shares, in the Form of Acceptance. The Offer Document will include details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and, in the case of certificated Advent Shares, the Form of Acceptance.

The Fairfax Directors accept responsibility for the information contained in the Announcement, other than that relating to the recommendation by the Independent Advent Directors in relation to the Offer including their associated views on the Offer and the information relating to the Advent Group, the Advent Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Fairfax Directors (who have taken all reasonable care to ensure that such is the case), the information contained in the Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Independent Advent Directors accept responsibility for their recommendation statement relating to the Offer contained in the Announcement including their associated views on the Offer. To the best of the knowledge and belief of the Independent Advent Directors (who have taken all reasonable care to ensure that such is the case) the information contained in the Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Advent Directors accept responsibility for the information contained in the Announcement relating to the Advent Group, the Advent Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Advent Directors (who have taken all reasonable care to ensure that such is the case), the information contained in the Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OUPCKKKPABKDKON

Related Shares:

FTSE 100 Latest

Value8,723.35

Change4.60