TIDMZZZZ TIDMBRE
RNS Number : 5404D
Achilles Netherlands Holdings B.V.
24 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
24 March 2011
OFFER
by
ACHILLES NETHERLANDS HOLDINGS B.V. ("ACHILLES")
for
BRIT INSURANCE HOLDINGS N.V. ("BRIT INSURANCE")
Squeeze-Out and Extension of Offer
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 9 March 2011, Achilles announced that the Offer had been
declared wholly unconditional.
Squeeze-Out
As at 1.00 p.m. (London time) on 23 March 2011, Achilles has
received valid acceptances of the Offer in respect of 78,657,361
Brit Insurance Shares and/or Brit Insurance DIs representing
approximately 97.86 per cent. of the Diluted Share Capital of Brit
Insurance.
As sufficient acceptances of the Offer have now been received,
Achilles intends to acquire any and all of the remaining Brit
Insurance Shares by means of squeeze-out proceedings
(uitkoopprocedure) in accordance with article 2:92a or 2:201a of
the Dutch Civil Code or takeover buy-out proceedings in accordance
with article 2:359c of the Dutch Civil Code.
Extension of Offer
The Offer is being extended and will remain open for acceptance
until the next closing date, which will be 1.00 p.m. (London time)
on 8 April 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 7 April 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 6 April 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 8 April 2011.
Level of acceptances
As at 1.00 p.m. (London time) on 23 March 2011, being the most
recent closing date of the Offer, Achilles had received valid
acceptances of the Offer in respect of 78,657,361 Brit Insurance
Shares and/or Brit Insurance DIs representing approximately 97.86
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 8 April 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 23 March 2011, or, in the case of Citigroup Global Markets
Limited and Merrill Lynch International (BofA Merrill Lynch) a
subsidiary of Bank of America Corporation, 22 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 Brit Insurance Tel: +44 (0)207 417 8989
Peter Rigby Tel: +44 (0) 7803 851 426
Rubenstein Associates, for Apollo Tel: +1 (212) 843 8590
Charles Zehren Tel: +44 (0)207 404 5959
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 25 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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