TIDMAPRA
RNS Number : 8217K
Fairfax Financial Holdings Limited
05 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
5 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")
Offer declared Unconditional in All Respects and Commencement of
Delisting
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").
Level of acceptances and interests in APR Energy Shares
As at 1.00 p.m. (London time) on 4 January 2016, being the First
Closing Date of the Offer, Bidco had received valid acceptances of
the Offer in respect of 42,714,978 APR Energy Shares, representing
approximately 68.6 per cent. of the APR Energy Shares to which the
Offer relates and of the voting rights attached to those shares,
which Bidco may count towards satisfaction of the Acceptance
Condition to the Offer. 2,429,512 of these acceptances relate to
APR Energy Shares (which are not Committed APR Energy Shares) held
by JCLA Cayman Limited, which is acting in concert with Bidco. A
further 16,244,903 of these acceptances have been received in
respect of APR Energy Shares which were subject to irrevocable
undertakings received by Bidco (representing approximately 17.2 per
cent. of the existing issued share capital of APR Energy and
approximately 26.1 per cent. of the APR Energy Shares to which the
Offer relates).
The interests in APR Energy Shares held by the persons acting in
concert with Bidco (stated below), taken together with the valid
acceptances of the Offer Bidco has received in respect of
approximately 69 per cent. of the APR Energy Shares to which the
Offer relates and of the voting rights attached to those shares
means that Bidco will hold at least 79 per cent. of the existing
issued share capital of APR Energy after the Offer is no longer
capable of acceptance.
As at 1.00 p.m. (London time) on 4 January 2016 (being the First
Closing Date), the following persons acting in concert with Bidco
had an interest in, a right to subscribe for or a short position in
APR Energy Shares. The nature of the interests or rights concerned
and number of APR Energy Shares to which these apply are listed
below:
Name Nature of interest Number of APR Percentage of
or rights concerned Energy Shares issued share
capital of APR
Energy held
Wider Fairfax Group
United States Fire Insurance
Company Legal owner 3,603,499 3.82
Zenith Insurance Company Legal owner 3,075,500 3.26
Riverstone Corporate Capital
Limited Legal owner 2,571,370 2.73
First Capital Insurance
Limited Legal owner 2,082,700 2.21
Advent Capital (Holdings)
Limited Legal owner 303,700 0.32
Odyssey Reinsurance Company Legal owner 3,437,950 3.65
Newline Corporate Name
Limited Legal owner 2,174,000 2.31
Wider ACM Group
ACM Energy Holdings I
Ltd., a directly wholly
owned subsidiary of ACM
Emerging Markets Master
Fund I, L.P. Legal owner 10,073,820 10.69
Management and JCLA
JCLA Legal owner 6,941,463 7.36
Laurence Anderson Legal owner 10,000 0.01
Lee Munro Legal owner 170,784 0.18
Save as set out above, on 4 January 2016 (being the First
Closing Date), neither Bidco nor any person acting in concert with
it, is interested in, has any rights to subscribe for any relevant
securities of APR Energy 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 APR
Energy. 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 APR
Energy and any borrowing or lending of any relevant securities of
APR Energy which have not been on-lent or sold and any outstanding
irrevocable commitment or letter of intent with respect to any
relevant securities of APR Energy.
Offer declared unconditional in all respects
Bidco and the Joint Bidders are delighted with the approval of
the Management Arrangements at the General Meeting yesterday and
with the success of the Offer thus far and have decided to reduce
the percentage of shares required to satisfy the Acceptance
Condition to 50 per cent, and therefore declare that the Acceptance
Condition is satisfied. As all other conditions relating to the
Offer set out in the Offer Document have now also been satisfied or
waived, Bidco and the Joint Bidders are pleased to announce that
the Offer is hereby declared unconditional in all respects.
APR Energy Shareholders who have not yet accepted the Offer are
encouraged to do so without delay. Further details of how to accept
the Offer are set out below.
Delisting and Recapitalisation Funding
As the Offer has been declared unconditional in all respects,
Bidco hereby gives notice that it has requested that the board of
APR Energy (subject to its fiduciary duties) take all necessary
steps to effect the cancellation of (i) the listing of the APR
Energy Shares on the standard listing segment of the Official List
of the UK Listing Authority, and (ii) their admission to trading on
the London Stock Exchange's main market for listed securities.
Delisting, if it occurs, will significantly reduce the liquidity
and marketability of any APR Energy Shares not assented to the
Offer.
In addition, as set out in the Offer Document, the Amendment and
Waiver Agreement with the Company's Lenders is conditional on the
provision by the Joint Bidders of the Recapitalisation Funding
within 31 Business Days of the Offer becoming or being declared
unconditional in all respects. Bidco intends to propose that the
Recapitalisation Funding will be financed by way of a share placing
by APR Energy to Bidco, which may or may not be dilutive for any
remaining APR Energy Shareholders.
Further acceptances of the Offer
The Offer will remain open for acceptance until further notice.
Not less than 14 days' notice will be given of the final closing of
the Offer. If you do not accept the Offer before such time, you
will remain a minority shareholder of a company that will be
controlled by Bidco and which may, at that point, have been
re-registered as a private limited company.
If you hold your APR Energy Shares, or any of them in
certificated form (that is, NOT in CREST), you should return your
signed and completed Form of Acceptance along with your valid share
certificate(s) and/or any other relevant documents of title, to the
Receiving Agent by post or by hand (during normal business hours
only) at Capita Asset Services, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent, BR3 4TU as soon as possible.
Further details on the procedures for acceptance of the Offer if
you hold any of your APR Energy Shares in certificated form are set
out in paragraph 16(a) of Part II of the Offer Document, Part C of
Appendix I to the Offer Document and in the Form of Acceptance.
If you hold your APR Energy Shares, or any of them, in
uncertificated form (that is, in CREST), to accept the Offer in
respect of those APR Energy Shares, you should follow the procedure
for Electronic Acceptance through CREST so that the TTE instruction
settles as soon as possible. Further details on the procedures for
acceptance of the APR Energy Offer if you hold any of your APR
Energy Shares in uncertificated form are set out in paragraph 16(b)
of Part II of the Offer Document and in Part D of Appendix I to the
Offer Document. If you hold your APR Energy Shares as a CREST
sponsored member, you should refer acceptance of the Offer to your
CREST sponsor as only your CREST sponsor will be able to send the
necessary TTE instruction to Euroclear.
An APR Energy Shareholder who has any questions relating to the
Offer, or who is in any doubt as to how to complete the Form of
Acceptance should contact Capita Asset Services between 9.00 a.m.
and 5.30 p.m. (London time) Monday to Friday (excluding public
holidays in England and Wales) on 0371 664 0321. Calls are charged
at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. Please note that Capita Asset Services cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
(MORE TO FOLLOW) Dow Jones Newswires
January 05, 2016 02:00 ET (07:00 GMT)
Full details on how to accept the Offer are set out in the Offer
Document, a copy of which is available on Fairfax's website at
http://www.fairfax.ca/Investors/APR-Offer and on APR Energy's
website at http://www.aprenergy.com/offer-apr-energy-plc.
Settlement of the Offer
Settlement of consideration to which any accepting APR Energy
Shareholder is entitled under the Offer will be despatched as
follows: (i) in the case of acceptances which have been received
and are valid and complete in all respects on the date of this
announcement, promptly and in any event within 4 Business Days of
such date; or (ii) in the case of acceptances which are valid and
complete in all respects and received after the date of this
announcement but while the Offer remains open for acceptance,
promptly and in any event within 4 Business Days of such receipt,
in each case in the manner described in the Offer.
Shareholders agreement
On 5 January 2016, Bidco and the Joint Bidders entered into a
shareholders agreement in relation to the operation of Bidco. This
document will be available on Fairfax's website at
http://www.fairfax.ca/Investors/APR-Offer. 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.
"This is a significant milestone in the evolution of APR
Energy," said Executive Chairman of APR Energy, John Campion. "We
are pleased to be working alongside a group that truly understands
our business and our market - and that shares our longer-term
vision. With the stability of ownership and deleveraged balance
sheet that the Joint Bidders bring, we believe that APR will again
be able to focus on long-term value creation. Their significant
investment reflects a strong belief in our business, market and
management, and we expect them to be great partners as we grow the
Company and serve our global customers."
Enquiries:
Ondra Partners (financial adviser to Bidco,
Fairfax, ACON and ACM) +44 (0) 20 7082 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.
Barclays, 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 APR Energy and no one else in connection
with the Offer and will not be responsible to anyone other than APR
Energy for providing the protections afforded to clients of
Barclays nor for providing advice in relation to the Offer or any
other matter referred to in this announcement.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for APR
Energy and no one else in connection with the matters described
herein and will not be responsible to anyone other than APR Energy
for providing the protections afforded to its clients or for
providing advice in relation to the matters described herein.
Greenhill, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for APR Energy and no one else in connection with certain financial
restructuring matters as described herein and will not be
responsible to anyone other than APR Energy for providing the
protections afforded to clients of Greenhill nor for providing
advice in relation to certain financial restructuring matters as
described 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. 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
(MORE TO FOLLOW) Dow Jones Newswires
January 05, 2016 02:00 ET (07:00 GMT)
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