TIDMBRIT
RNS Number : 0679F
Fairfax Financial Holdings Limited
17 February 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
17 February 2015
RECOMMENDED CASH OFFER
for
Brit plc ("Brit")
by
FFHL Group Ltd. ("FGL")
an entity wholly-owned by Fairfax Financial Holdings Limited
("Fairfax")
Summary
-- The Boards of Fairfax and Brit are pleased to announce that
they have reached agreement regarding the terms of a recommended
cash offer through which the entire issued and to be issued
ordinary share capital of Brit will be acquired by FGL, an entity
wholly-owned by Fairfax (the "Offer").
-- Under the terms of the Offer, Brit Shareholders will be entitled to receive:
For each Brit Share: 305 pence in cash (the "Brit Offer Price"),
comprising:
280 pence in cash (the "Cash Amount")
and
the expected 2014 Final Dividend payable by Brit of 25 pence in
cash to Brit Shareholders on the relevant record date
-- The Brit Offer Price values the entire issued and to be
issued ordinary share capital of Brit at approximately GBP1.22
billion and represents a premium of approximately:
-- 20.2 per cent. to the six-month volume weighted average
closing price of 253.8 pence per Brit Share as of close of business
on 16 February 2015;
-- 11.2 per cent. to the closing price of 274.2 pence per Brit Share on 16 February 2015; and
-- 27.1 per cent. to the offer price of 240.0 pence per Brit
Share set at its initial public offering on 28 March 2014.
-- The Brit Offer Price implies a price to net tangible assets
multiple of 1.73x based on Brit's net tangible assets of GBP704.4
million as at 30 June 2014.
-- The 2014 Final Dividend is expected to be announced with the
publication of Brit's preliminary results on 25 February 2015. To
the extent the 2014 Final Dividend declared by Brit is greater or
less than 25 pence per Brit Share, the Cash Amount payable by FGL
shall be adjusted accordingly such that the total amount payable to
accepting Brit Shareholders in respect of each Brit Share under the
Offer, when aggregated with the 2014 Final Dividend payable to such
Brit Shareholders by Brit, shall be the Brit Offer Price.
-- The Brit Directors, who have been so advised by J.P. Morgan
Cazenove, consider the terms of the Offer to be fair and
reasonable. In providing its advice to the Brit Directors, J.P.
Morgan Cazenove has taken into account the commercial assessments
of the Brit Directors.
-- The Brit Directors intend unanimously to recommend that Brit
Shareholders accept the Offer, as Richard Ward, Mark Cloutier and
Hans-Peter Gerhardt, being the Brit Directors who hold Brit Shares,
have irrevocably undertaken to do in respect of their own
beneficial holdings of 1,387,120 Brit Shares representing, in
aggregate, approximately 0.35 per cent. of the ordinary share
capital of Brit in issue on 16 February 2015.
-- Fairfax has received hard irrevocable undertakings to accept
the Offer at this price from entities managed by Apollo and CVC in
respect of, in aggregate, a total of 293,566,117 Brit Shares
representing approximately 73.3 per cent. of the ordinary share
capital of Brit in issue on 16 February 2015. These entities have
undertaken to accept the Offer as soon as is reasonably practicable
and in any event within five Business Days following the posting of
the Offer Document and, accordingly, it is expected that the
Acceptance Condition will be satisfied on or prior to that
date.
-- Brit's position as a market-leading global specialty insurer
and reinsurer, its major presence in Lloyd's and its disciplined
approach to underwriting make it a natural candidate to join
Fairfax's expanding European operations and global specialty
insurance platform. Brit's growing US and international reach are
also highly complementary to Fairfax's existing worldwide
operations and will allow Fairfax to further diversify its risk
portfolio. In addition, Brit will be able to leverage Fairfax's
existing expertise in the US and international insurance and
reinsurance markets, thus enhancing Brit's global product offering
and providing it with expanded underwriting opportunities and
support.
-- It is intended that the Offer be effected by means of a
takeover offer within the meaning of Part 28 of the Companies
Act.
-- The Offer is conditional, among other customary competition
and merger clearances, on receiving the approval of the Prudential
Regulation Authority in the UK, Lloyd's and the Financial Services
Commission of Gibraltar.
-- The Offer Document, containing further information about the
Offer, will be published, other than with the consent of the Panel,
within 28 days of this announcement and will be made available on
Fairfax's website at www.fairfax.ca/britoffer.
Commenting on the Offer, Dr Richard Ward, the Brit Chairman
said:
"Brit's Board is pleased to recommend the combination with
Fairfax, which I believe will bring us significantly closer to
realising our strategy of building the leading global speciality
(re)insurer. Our two businesses are highly complementary and the
proposed deal provides both groups with an exciting opportunity to
deliver our respective growth ambitions. Our simple and
capital-efficient Lloyd's focused platform make us an attractive
partner for Fairfax and our shared values in underwriting
discipline, speciality lines focus, operational rigour and
meticulous claims management make this transaction a compelling
proposition for all stakeholders. The Offer represents a strong
result for all our shareholders and produces attractive financial
returns following our successful IPO in April 2014. I am proud of
the success we have achieved over the past year as a public
company."
Commenting on the Offer, Mark Cloutier, the Brit CEO said:
"Our business is complementary to their group's current offering
and the deal represents an exciting opportunity to continue our
story on an even stronger footing. Our position as a market-leading
global specialty insurer and re insurer and our major presence in
Lloyd's make us an attractive addition to Fairfax's global
footprint. There is very little crossover in our respective
international operations, thus allowing Fairfax to further
diversify its portfolio while enabling Brit to leverage Fairfax's
existing relationships and expertise in the international insurance
and reinsurance markets. The combination will enable us to enhance
our global product offering and provide us with expanded
underwriting opportunities and distribution channels. We believe
this is a great fit for both companies, our employees, customers
and trading partners."
Commenting on the Offer, Prem Watsa, the Fairfax Chairman and
CEO said:
"We welcome Mark Cloutier and his market leading specialty
insurance and reinsurance team at Brit to our expanding global
specialty platform. Brit has an outstanding track record over the
last ten years and will continue to operate on a decentralized
basis once owned by Fairfax. With the acquisition of Brit, Fairfax
will have a significant top five position at Lloyd's of London. We
look forward to working with Mark and the entire Brit team to
further develop their business over the longer-term."
This summary should be read in conjunction with, and is subject
to, the full text of this announcement (including its Appendices).
The Offer will be subject to the conditions and further terms set
out in Appendix I to this announcement and to the full terms and
conditions which shall be set out in the Offer Document. Appendix
II to this announcement contains the sources of information and
bases of calculation of certain information contained in this
announcement, Appendix III contains a summary of the irrevocable
undertakings received in relation to the Offer, and Appendix IV
contains definitions of certain expressions used in this
announcement.
Enquiries:
Fairfax
+1 (416) 367
Paul Rivett, President 4941
RBC Capital Markets (Financial
adviser to Fairfax)
+44 (0)20 7653
Mark Preston 4000
Alexander Thomas
Martin Frowde
Oliver Hearsey (Corporate Broking)
Brit
Andrew Baddeley, Chief Financial
Officer
Joy Ferneyhough, Director of Strategy +44 (0) 207
and Corporate Development 984 8800
J.P. Morgan Cazenove (Financial
adviser and corporate broker to
Brit)
Dwayne Lysaght
Mike Collar +44 (0) 20
Kamalini Hull 7777 2000
Numis Securities (Financial adviser
and corporate broker to Brit)
Charles Farquhar +44 (0)20 7260
Robert Bruce 1000
Willis Capital Markets (Financial
adviser to Brit)
+44 (0) 20
Michiel Bakker 3124 8123
+44 (0) 20
John Philipsz 3124 8365
FTI Consulting (Public Relations
adviser to Brit)
+44 (0) 20
Paul Marriott 3727 1341
+44 (0) 20
Tom Blackwell 3727 1051
About Fairfax
Fairfax Financial Holdings Limited is a financial services
holding company which, through its subsidiaries, is engaged in
property and casualty insurance and reinsurance and investment
management. Fairfax was founded in 1985 by the present Chairman and
Chief Executive Officer, Prem Watsa. Fairfax has been under present
management since 1985 and is headquartered in Toronto, Canada. Its
common shares are listed on the Toronto Stock Exchange under the
symbol FFH and in U.S. dollars under the symbol FFH.U.
Further Information
RBC Europe Limited (trading as RBC Capital Markets), 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 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 clients of RBC Capital Markets nor for
providing advice in relation to the Offer or any other matter
referred to in this announcement.
J.P. Morgan Limited, which conducts its UK investment banking
businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as financial
adviser exclusively for Brit and no one else in connection with the
matters set out in this announcement and will not regard any other
person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than Brit
for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to any matter
referred to herein.
Numis Securities Limited ("Numis"), is authorised and regulated
in the United Kingdom by the Financial Conduct Authority. Numis is
acting as financial adviser and broker exclusively for Brit and no
one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than Brit for providing the protections
afforded to clients of Numis, nor for providing advice in relation
to any matter referred to herein.
Willis Capital Markets & Advisory Limited ("Willis Capital
Markets") is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. Willis Capital Markets is acting as
financial adviser exclusively for Brit and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than Brit for providing the protections afforded to clients
of Willis Capital Markets, nor for providing advice in relation to
any matter referred to 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. Brit Shareholders are advised to read the formal
documentation in relation to the Offer carefully once it has been
despatched.
This announcement does not constitute a prospectus or
prospectus-equivalent document.
This announcement has been prepared for the purpose of complying
with English law, the Code and the Listing Rules of the Financial
Conduct Authority 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.
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 Brit Shareholders
may be a taxable transaction under applicable national, state and
local, as well as foreign and other tax laws. Each Brit Shareholder
is urged to consult their independent professional adviser
regarding the tax consequences of accepting the Offer.
Notice to US investors
The Offer is being made for securities of a United Kingdom
company and Brit 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. Brit's financial
statements, and all financial information that is included in this
announcement or that may be included in the Offer Document, 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 (or pursuant
to exemptive relief therefrom granted by the United States
Securities and Exchange Commission (the "SEC")) and otherwise in
accordance with the requirements of English law, the Code, the
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 SEC nor any US state securities commission has
approved or disapproved the Offer or passed upon the adequacy or
completeness of this Announcement or the Offer Document. It may be
difficult for US holders of Brit securities to enforce their rights
under and any claim arising out of the US federal securities laws,
since Fairfax, FGL and Brit are located outside of the United
States, and some or all of their officers and directors may be
resident outside of the United States.
In accordance with, and to the extent permitted by, the Code,
normal UK market practice and Rule 14e-5 under the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
RBC Capital Markets and J.P. Morgan Cazenove and their affiliates
may continue to act as exempt principal traders in Brit Shares on
the London Stock Exchange and will engage in certain other
purchasing activities consistent with their respective normal and
usual practice and applicable law, including Rule 14e-5 under the
Exchange Act. To the extent required to be disclosed in accordance
with applicable regulatory requirements, information about any such
purchases will be disclosed on a next day basis to the Panel and
will be available from any Regulatory Information Service,
including the Regulatory News Service on the London Stock Exchange
website, www.londonstockexchange.com. To the extent that such
information is required to be publicly disclosed in the United
Kingdom in accordance with applicable regulatory requirements, this
information will as applicable also be publicly disclosed in the
United States.
Forward Looking Statements
This announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact may
be forward-looking statements. They are based on current
expectations and projections about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims", "projects"
or words or terms of similar substance or the negative thereof, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
announcement. Any forward-looking statements made in this
announcement on behalf of Fairfax, FGL or Brit are made as of the
date of this announcement based on the opinions and estimates of
directors of Fairfax, FGL and Brit, respectively. Each of Fairfax,
FGLand Brit and their respective members, directors, officers,
employees, advisers and any person acting on behalf of one or more
of them, expressly disclaims any intention or obligation to update
or revise any forward-looking or other statements contained in this
announcement, whether as a result of new information, future events
or otherwise, except as required by applicable law. Neither
Fairfax, FGL, Brit or their respective members, directors, officers
or employees, advisers or any person acting on their behalf,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur.
No forward-looking or other statements have been reviewed by the
auditors of Fairfax, FGL or Brit. All subsequent oral or written
forward-looking statements attributable to Fairfax, or its members,
directors, officers, advisers or employees or any person acting on
their behalf are expressly qualified in their entirety by the
cautionary statement above.
No profit forecasts or estimates
Nothing in this announcement is intended or shall be deemed to
be a forecast, projection or estimate of the future financial
performance of Fairfax, FGLor Brit and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share of those persons (where relevant) for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share of those
persons (where relevant).
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 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3:30 pm (London time) on the 10(th) 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 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 Takeover 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 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.
Information relating to Brit Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Brit Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Brit may be provided to Fairfax during the
offer period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.12(c) of the Code.
Publication on Website
This announcement and the display documents required to be
published pursuant to Rule 26.1 of the Code will be made available,
free of charge and subject to certain restrictions relating to
persons in Restricted Jurisdictions, on Fairfax's website at
www.fairfax.ca/britoffer and on Brit's website at
www.britinsurance.com by no later than 12 noon (London time) on the
Business Day following the date of this announcement. For the
avoidance of doubt, the content of such website is not incorporated
into, and does not form part of, this announcement.
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
17 February 2015
RECOMMENDED CASH OFFER
for
Brit plc ("Brit")
by
FFHL Group Ltd. ("FGL")
an entity wholly-owned by Fairfax Financial Holdings Limited
("Fairfax")
1. Introduction
The Boards of Fairfax and Brit are pleased to announce that they
have reached agreement on the terms of a recommended cash offer for
the acquisition of the entire issued and to be issued ordinary
share capital of Brit by Fairfax, such offer to be made by FGL, an
entity wholly-owned by Fairfax (the "Offer"). Under the terms of
the Offer, Brit Shareholders will be entitled to receive 305 pence
in cash per Brit Share.
It is Fairfax's current intention that the Offer, which values
the entire issued and to be issued ordinary share capital of Brit
at approximately GBP1.22 billion, will be financed by Fairfax's
existing resources. However, for cash confirmation purposes,
Fairfax and FGL have obtained financing pursuant to a commitment
letter provided by the Bank of Montreal for the full amount of the
consideration required.
2. The Offer
Under the terms of the Offer, which shall be subject to the
conditions and further terms set out in Appendix I to this
announcement and to be set out in the Offer Document, Brit
Shareholders shall be entitled to receive:
For each Brit Share: 305 pence in cash (the "Brit Offer Price"),
comprising:
280 pence in cash (the "Cash Amount")
and
the expected 2014 Final Dividend payable by Brit of 25 pence in
cash to Brit Shareholders on the relevant record date
The Brit Offer Price represents a premium of approximately:
-- 20.2 per cent. to the six-month volume weighted average
closing price of 253.8 pence per Brit Share as of close of business
on 16 February 2015;
-- 11.2 per cent. to the closing price of 274.2 pence per Brit Share on 16 February 2015; and
-- 27.1 per cent. to the offer price of 240.0 pence per Brit
Share set at its initial public offering on 28 March 2014.
The Brit Offer Price implies a price to net tangible assets
multiple of 1.73x based on Brit's net tangible assets of GBP704.4
million as at 30 June 2014.
The 2014 Final Dividend is expected to be announced with the
publication of Brit's preliminary results on 25 February 2015. To
the extent the 2014 Final Dividend declared by Brit is greater or
less than 25 pence per Brit Share, the Cash Amount shall be
adjusted by an amount equal to the difference between 25 pence and
the amount of the 2014 Final Dividend payable in respect of each
Brit Share such that the total amount payable to accepting Brit
Shareholders in respect of each Brit Share under the Offer, when
aggregated with the 2014 Final Dividend payable to Brit
Shareholders by Brit, shall be the Brit Offer Price. If the 2014
Final Dividend is not declared, or is declared and cancelled prior
to being paid, the Cash Amount shall be increased by 25 pence. The
relevant record date for the 2014 Final Dividend will be announced
when such dividend is declared. Brit Shareholders who have acquired
their Brit Shares after the relevant record date for the 2014 Final
Dividend will not receive the 2014 Final Dividend from Brit, and
therefore the total amount received by accepting Brit Shareholders
who acquire their Brit Shares after such record date shall be the
Cash Amount.
In addition, in the event that the Offer has not become or been
declared unconditional in all respects at or prior to 1:00 p.m. on
30 June 2015, Brit shall (if lawful) declare an interim dividend of
6.25 pence per Brit Share in favour of holders of Brit Shares on
the register on 30 June 2015 (the "First Interim Dividend"), such
First Interim Dividend to be paid by no later than 7 July 2015,
irrespective of whether or not the Offer subsequently becomes or is
declared unconditional in all respects. Brit Shareholders who have
acquired their Brit Shares after 30 June 2015 would not receive the
First Interim Dividend from Brit.
In the event that (i) the Offer has not become or been declared
unconditional in all respects at or prior to 1:00 p.m. on 30
September 2015 and (ii) the Offer does not lapse at such time, Brit
shall (if lawful) declare a further interim dividend of 6.25 pence
per Brit Share in favour of holders of Brit Shares on the register
on 30 September 2015 (the "Second Interim Dividend"), such dividend
to be paid not later than 7 October 2015, irrespective of whether
or not the Offer subsequently becomes or is declared unconditional
in all respects. Brit Shareholders who have acquired their Brit
Shares after 30 September 2015 would not receive the Second Interim
Dividend from Brit.
The declaration and payment of the First Interim Dividend or the
Second Interim Dividend will have no impact on the Brit Offer Price
unless the First Interim Dividend or the Second Interim Dividend
exceeds 6.25 pence per Brit Share, in which case the Cash Amount,
and therefore the Brit Offer Price, will be reduced by the excess
amount per Brit Share.
If FGL receives acceptances under the Offer in respect of,
and/or otherwise acquires, 75 per cent. or more of the voting
rights in the Brit Shares and assuming that all of the other
conditions of the Offer have been satisfied or waived (if capable
of being waived), then Fairfax will seek to delist Brit from the
main market of the London Stock Exchange and may convert Brit into
a private limited company.
3. Background to and reasons for the Offer
Brit's position as a market-leading global specialty insurer and
reinsurer, its major presence in Lloyd's and its disciplined
approach to underwriting make it a natural candidate to join
Fairfax's expanding European operations and global specialty
insurance platform. Brit's growing US and international reach are
also highly complementary to Fairfax's existing worldwide
operations and will allow Fairfax to further diversify its risk
portfolio. In addition, Brit will be able to leverage Fairfax's
existing expertise in the US and international insurance and
reinsurance markets, thus enhancing Brit's global product offering
and providing it with expanded underwriting opportunities and
support.
4. Recommendation by Brit Directors
The Brit Directors, who have been so advised by J.P. Morgan
Cazenove, consider the financial terms of the Offer to be fair and
reasonable. In providing its advice to the Brit Directors, J.P.
Morgan Cazenove has taken into account the commercial assessments
of the Brit Directors.
The Brit Directors intend unanimously to recommend that Brit
Shareholders accept the Offer, as Richard Ward, Mark Cloutier and
Hans-Peter Gerhardt, being the Brit Directors who hold Brit Shares,
have irrevocably undertaken to do in respect of their own
beneficial holdings of 1,387,120 Brit Shares representing, in
aggregate, approximately 0.35 per cent. of the ordinary share
capital of Brit in issue on 16 February 2015.
Further details of these irrevocable undertakings are set out in
Appendix III.
5. Background to and reasons for the Brit Directors' recommendation
Brit is a market-leading global specialty insurer and reinsurer,
with a major presence in Lloyd's of London and a growing US and
international presence. Following a transformation and
simplification process commencing in 2009, which included a
rigorous re-underwriting of the core syndicate business alongside
disposals of non-core operations, Brit has made outstanding
progress in delivering attractive underwriting returns and
capitalising on profitable growth opportunities. Since its IPO in
April 2014, Brit has delivered attractive financial returns for its
shareholders and the Brit Offer Price represents a total return to
investors since the IPO of 29.7 per cent, including the interim
dividend of 6.25 pence declared on 13 August 2014.
While Brit has made meaningful strategic and financial progress
as a standalone company, the current environment presents
challenges for non-life and reinsurers globally. More specifically,
insurance businesses have been impacted by the prolonged low
interest rate environment and a softening of premium rates due to
increased competitive pressures and continued surplus underwriting
capacity across insurance and reinsurance markets. This trend is
expected to continue and to lead to declining financial returns and
more muted future growth prospects across the industry.
While the Brit Directors believe that Brit's present strategy
and business model are capable of delivering growth and sustained
profitability going forward, Brit faces the aforementioned industry
challenges in the near term. The Brit Directors believe the terms
of the Offer provide Brit's Shareholders with an immediate and
certain value which represents an attractive premium upfront
compared to Brit's net tangible assets and share price.
The Brit Directors have also considered the terms of the
Proposed Acquisition in relation to the value of Brit as a
standalone company and believe the Proposed Acquisition recognises
Brit's long term prospects and growth potential, taking into
account the dynamics of the global market and competitive landscape
in which Brit operates.
In light of the Brit Offer Price, the Board of Brit believes
that the Offer presents an attractive exit for Brit Shareholders
that would allow them to realise their investment in cash at a
premium. As part of their evaluation of the attractiveness of the
offer, the Brit Directors also recognise Brit's ownership structure
and the irrevocable undertakings to accept the Offer from Brit's
majority shareholders, the Apollo Shareholders and the CVC
Shareholders, together representing 73.3 per cent of the ordinary
share capital of Brit in issue on 16 February 2015. As such, the
Brit Directors note that shareholders who do not accept the
Proposed Acquisition may become minority shareholders in an
unlisted company.
Furthermore, the Brit Directors believe Brit, its employees,
brokers, clients and other stakeholders would greatly benefit from
ownership by Fairfax given their global scale and financial
resources to support future development of the business, whilst
allowing Brit to continue to exist in name, culture and team under
the umbrella of the Fairfax Group.
Following careful consideration of the above factors, the Brit
Directors, as set out in paragraph 4 above, intend unanimously to
recommend that Brit Shareholders accept the Offer, as Mark
Cloutier, Hans-Peter Gerhardt and Richard Ward, being the Brit
Directors who hold Brit Shares, have each irrevocably undertaken to
do so in respect of their entire respective beneficial holdings of
Brit Shares.
6. Information on Fairfax and FGL
Fairfax is a financial services holding company which, through
its subsidiaries, is engaged in property and casualty insurance and
reinsurance and investment management. Fairfax was founded in 1985
by the present Chairman and Chief Executive Officer, Prem Watsa.
Fairfax has been under present management since 1985 and is
headquartered in Toronto, Canada. Its common shares are listed on
the Toronto Stock Exchange under the symbol FFH and in U.S. dollars
under the symbol FFH.U.
For the six months ended 31 December 2014, Fairfax reported
profit before tax of US$ 695.4 million. For the twelve monthsended
31 December 2014, Fairfax reported profit before tax of US$ 2,337.9
million, and as at 31 December 2014 had total assets of US$
36,131.2 million.
FGL is a wholly-owned subsidiary of Fairfax incorporated in
Ontario, Canada.
7. Information relating to Brit
Brit is a leading global specialty insurer and reinsurer,
underwriting policies in the Lloyd's market across a broad range of
commercial insurance and reinsurance classes with a strong focus on
Property, Casualty and Energy business. Having streamlined its
business in recent years, the Group's underwriting is now focused
on the Syndicate, which is one of the largest syndicates at Lloyd's
(based on total owned underwriting capacity). The Syndicate is
"aligned" (i.e. its sole Lloyd's member, Brit UW, and its managing
agent, BSL, are both in the same corporate group) and benefits from
the strong financial strength ratings assigned to Lloyd's. The
focus on the Lloyd's platform also affords the Group significant
capital and expense efficiencies which alongside its disciplined
underwriting approach have enabled Brit to generate attractive
returns in recent years.
In H1 2014, the Brit Group generated GWP of GBP701.2 million
(2013 FY: GBP1,185.7 million) and profit before tax, FX and IPO
costs of GBP96.0 million (2013 FY: GBP167.6 million).
The Brit Group writes a diverse mix of specialty insurance and
reinsurance business with a focus on direct insurance where the
Group's experienced underwriting teams provide specialist, complex
products and support to clients globally. In H1 2014, direct
insurance accounted for 74 per cent. of the Group's GWP, with the
remainder of the GWP composed of an attractive book of property and
casualty reinsurance. The Group's business is also diversified
geographically and since 2009 the Group has expanded its
distribution reach internationally with the development of a local
service company footprint which has generated efficient and
profitable growth for the Group across the Americas, Bermuda and
Asia.
8. Management and employees
Fairfax recognises the success of the Chairman, Dr Richard Ward,
and CEO, Mark Cloutier, of Brit, and the Brit senior management
team in creating significant value in a relatively short period of
time. Fairfax is fully supportive of the management's current
business plan and strategy and intends to retain Mark Cloutier and
as much of the existing key management team as possible.
Following the Offer becoming or being declared unconditional in
all respects, Fairfax intend to ensure that the existing employment
rights, including pensions rights, of the management and employees
of Brit will be safeguarded. Fairfax's current plans for Brit do
not involve any material changes to the conditions of employment of
Brit employees.
9. Brit Share Schemes
The Offer shall extend to any Brit Shares which are
unconditionally allotted or issued under the Brit Share Schemes
before the date on which the Offer closes.
If the Offer becomes unconditional, Fairfax intends to make
appropriate proposals to participants in the Brit Share
Schemes.
Participants in the Brit Share Schemes will be contacted
regarding the effect of the Offer on their rights under these
schemes and provided with further details concerning the proposals
which will be made to them in due course. Details of the proposals
will be set out in the Offer Document and in separate letters to be
sent to participants in the share schemes.
10. Financing arrangements
It is Fairfax's current intention that the Offer will be
financed by Fairfax's existing resources. However, for cash
confirmation purposes, Fairfax and FGL have obtained a commitment
letter from the Bank of Montreal for the full amount of the
consideration required.
RBC Capital Markets, financial adviser to Fairfax, is satisfied
that resources available to Fairfax are sufficient to satisfy in
full the cash consideration payable to Brit Shareholders under the
terms of the Offer.
11. Irrevocable undertakings
Fairfax has received irrevocable undertakings from the Apollo
Shareholders to accept the Offer in respect of aggregate holdings
of 158,999,085 Brit Shares, representing approximately 39.7 per
cent. of the ordinary share capital of Brit in issue at close of
business, London time, on 16 February 2015.
Fairfax has received irrevocable undertakings from the CVC
Shareholders to accept the Offer in respect of aggregate holdings
of 134,567,032 Brit Shares, representing approximately 33.6 per
cent. of the ordinary share capital of Brit in issue at close of
business, London time, on 16 February 2015.
Fairfax has also received irrevocable undertakings from Mark
Cloutier, Hans-Peter Gerhardt and Richard Ward, being the Brit
Directors who hold Brit Shares, to accept the Offer in respect of
aggregate holdings of 1,387,120 Brit Shares, representing
approximately 0.35 per cent. of the ordinary share capital of Brit
in issue at close of business, London time, on 16 February
2015.
Therefore, in total, Fairfax has received irrevocable
undertakings to accept the Offer in respect of aggregate holdings
of 294,953,237 Brit Shares, which represent approximately 73.7 per
cent. of the ordinary share capital of Brit in issue on 16 February
2015.
Further details of these irrevocable undertakings are set out in
Appendix III.
12. Conditions to the Offer
The following is a summary of the conditions to the Offer. The
detailed conditions (and the extent to which any of these are
capable of being waived at the sole discretion of FGL) are set out
in Appendix I:
-- acceptances received of not less than 70 per cent. of the
Brit Shares to which the Offer relates;
-- the approval of the UK Prudential Regulation Authority;
-- the approval of Lloyd's;
-- the approval of the Financial Services Commission of Gibraltar;
-- satisfaction of clearance under applicable antitrust
regulation (including Hart-Scott Rodino and EU merger clearance);
and
-- fulfilment of those other conditions listed in Appendix I to this announcement.
13. Structure of the Offer and Offer Document
FGL plans to effect the Proposed Acquisition by way of takeover
offer under section 974 of the Companies Act and the Code.
The Brit Shares shall be acquired under the Offer fully paid and
free from all liens, charges, equitable interests, encumbrances,
rights of pre-emption and any other rights and interests of any
nature whatsoever and together with all rights now and hereafter
attaching thereto, including voting rights and the right to receive
and retain in full all dividends and other distributions (if any)
declared, made or paid on or after the date of this announcement,
save for the 2014 Final Dividend and, if paid, the First Interim
Dividend and the Second Interim Dividend.
The Offer Document and the Form of Acceptance accompanying the
Offer Document will be published (save with the consent of the
Panel) within 28 days of this announcement. The Offer Document and
accompanying Form of Acceptance will be made available to all Brit
Shareholders at no charge to them. Brit Shareholders are urged to
read the Offer Document and the accompanying Form of Acceptance
when they are sent to them because they will contain important
information.
As described above, the Apollo Shareholders and CVC Shareholders
have given irrevocable undertakings to accept the Offer in respect
of, in aggregate, approximately 73.3 per cent. of the ordinary
share capital of Brit, as soon as reasonably practicable and in any
event within five Business Days following the posting of the Offer
Document (and not to withdraw their acceptances for as long as the
Offer remains open for acceptance). The acceptances of the Offer by
the Apollo Shareholders and the CVC Shareholders pursuant to such
undertakings will be sufficient to satisfy the Acceptance
Condition. It is therefore expected that the Acceptance Condition
will be satisfied on or prior to such date and, upon acceptance of
the Offer by the Apollo Shareholders and CVC Shareholders, Fairfax
will make an announcement to confirm that the Acceptance Condition
has been satisfied.
In light of this, Fairfax and Brit have agreed with the Panel,
and Fairfax has agreed with the Apollo Shareholders, the CVC
Shareholders and Brit, that: (i) the last day for satisfaction or
waiver of the Conditions shall be extended, in accordance with Rule
31.7 of the Code, to 30 September 2015 (and that such date may not
be further extended, other than with the agreement of Fairfax,
Brit, the Apollo Shareholders and the CVC Shareholders, as well as
the consent of the Panel); (ii) without prejudice to (i) above, the
Offer shall remain open for acceptance until the later of (a) the
date falling 20 Business Days following the posting of the Offer
Document and (b) a date falling no less than 14 days following the
Offer becoming or being declared unconditional in all respects; and
(iii) subject, in respect of the Apollo Shareholders and CVC
Shareholders, to the irrevocable undertakings described more fully
below, Brit Shareholders who have accepted the Offer shall be
entitled to withdraw their acceptances until the Offer has become
or is declared unconditional in all respects.
The Apollo Shareholders and the CVC Shareholders have agreed
with Fairfax that they will not withdraw their acceptances for as
long as the Offer remains open for acceptance (irrespective of
whether this post-dates 30 September 2015).
The irrevocable undertakings of the Apollo Shareholders and the
CVC Shareholders to accept the Offer and not withdraw their
acceptances will lapse if:
(a) the Offer Document is not published within 28 days after the
date of this announcement (or such later date as Fairfax, Brit, the
Apollo Shareholders and the CVC Shareholders may agree and the
Panel may allow); or
(b) the Offer, once made, lapses or is withdrawn.
Fairfax has also agreed with the Apollo Shareholders and the CVC
Shareholders that:
(i) FGL will not invoke non-fulfilment of any Condition to lapse
the Offer prior to 1:00 p.m. on 30 September 2015;
(ii) to the extent that any Condition (other than the Conditions
in paragraphs 1(b), (c), (d), (f), (g) or (h) of Appendix I) has
not been fulfilled or waived before 1:00 p.m. on 30 September 2015,
FGL will waive all Conditions which have not been fulfilled or
waived prior to such time unless the failure to fulfil any such
Condition has occurred as a result of a change of law which has led
to circumstances which are, in the opinion of the Panel, of such
material significance in the context of the Offer (within the
meaning of Rule 13 of the Code) as to permit FGL to invoke the
relevant Condition;
(iii) FGL will announce that the Acceptance Condition has been
fulfilled no later than 5:00 p.m. on the Business Day following the
date on which the Apollo Shareholders and the CVC Shareholders have
accepted the Offer;
(iv) FGL will not seek to bring forward the last time and date
for fulfilment or waiver of any of the Conditions other than the
Acceptance Condition to a time and date which is earlier than 1:00
p.m. on 30 September 2015 unless it announces at the same time that
it has waived or is treating as fulfilled all of the Conditions as
of such earlier time and date; and
(v) FGL will not seek to extend the last time and date for
fulfilment or waiver of any of the Conditions other than the
Acceptance Condition to a time and date which is later than 1:00
p.m. on 30 September 2015,
other than:
(A) in the case of each of (i) to (v) above inclusive, with the
prior written approval of the Apollo Shareholders and the CVC
Shareholders; or
(B) in the case of each of (i), (ii), (iv) and (v) above, for so
long as the Apollo Shareholders and the CVC Shareholders have not
accepted the Offer when required to do so under their irrevocable
undertaking.
An indicative timetable setting out the expected dates for
implementation of the Offer will be included in the Offer
Document.
14. Opening Position Disclosure
Neither Fairfax, FGL, nor any persons acting in concert with it
hold any interests in Brit. An Opening Position Disclosure will be
made to this effect setting out details required to be disclosed
under Rule 8.1(a) of the Code.
15. Offer related Arrangements
Confidentiality agreement
On 5 February 2015, Fairfax and Brit entered into a
confidentiality agreement in a customary form in relation to the
Offer, pursuant to which they each undertook, subject to certain
exceptions, to keep information relating to one another
confidential and to not disclose it to third parties. Unless
terminated earlier, the confidentiality obligations will remain in
force for two years from the date of the agreement.
Co-operation Agreement
On 16 February 2015, Fairfax and Brit entered into the
Co-operation Agreement.
The Co-operation Agreement clarifies the intentions of the
parties towards the existing share schemes of Brit. Fairfax and
Brit agree that Brit may, following announcement of its results for
the year ended 31 December 2014, grant awards over shares in Brit,
up to certain thresholds, under and in accordance with the rules of
its long term incentive plan and deferred share plan. Participants
in the Brit all employee share plan will in accordance with the
trust deed and rules of the plan and applicable legislation, be
entitled to participate in the Offer on the same terms as other
Brit Shareholders. Awards under international incentive plans will
vest in accordance with their respective rules.
The Co-operation Agreement also includes an acknowledgement from
Fairfax that each of the 2014 Final Dividend, the First Interim
Dividend and the Second Interim Dividend shall be permitted on the
terms of this announcement. The Co-operation Agreement also
includes undertakings by the parties to co-operate to satisfy
certain Conditions.
16. Compulsory acquisition
If FGL receives acceptances under the Offer in respect of,
and/or otherwise acquires, 90 per cent. or more of the Brit Shares
by nominal value and voting rights attaching to such shares to
which the Offer relates and assuming that all of the other
conditions of the Offer have been satisfied or waived (if capable
of being waived), FGL may exercise its rights pursuant to the
provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining Brit Shares in respect of which the
Offer has not been accepted on the same terms as the Offer.
17. Delisting and cancellation of trading and re-registration
If the Offer becomes or is declared unconditional in all
respects and FGL has, by virtue of its shareholdings and
acceptances of the Offer, acquired Brit Shares carrying 75 per
cent. or more of the voting rights of Brit, Fairfax intends to
apply to the London Stock Exchange and the FCA will be requested
respectively to cancel trading in Brit Shares on the London Stock
Exchange's market for listed securities and the listing of the Brit
Shares from the Official List. It is anticipated that the
cancellation of Brit's listing on the Official List and admission
to trading on the London Stock Exchange's market for listed
securities will take effect no earlier than 20 Business Days
following the date on which the Offer becomes or is declared
unconditional in all respects, provided FGL has, by virtue of its
shareholdings and acceptances of the Offer, acquired Brit Shares
carrying 75 per cent. or more of the voting rights of Brit.
It is Fairfax's intention that, following a delisting, Brit will
be re-registered as a private limited company. Delisting and
re-registration would significantly reduce the liquidity and
marketability of any Brit Shares in respect of which the Offer has
not been accepted at that time.
18. Offer website
The following documents will be published on Fairfax's website
(www.fairfax.ca/britoffer) and Brit's website
(www.britinsurance.com) in accordance with Rule 26.1 and 26.2 of
the Code:
-- the irrevocable undertakings summarised in Appendix III to this announcement;
-- the commitment letter with the Bank of Montreal;
-- the Confidentiality Agreement;
-- the Co-operation Agreement; and
-- the articles and by-laws of FGL.
Enquiries:
Fairfax
+1 (416) 367
Paul Rivett, President 4941
RBC Capital Markets (Financial
adviser to Fairfax)
+44 (0)20 7653
Mark Preston 4000
Alexander Thomas
Martin Frowde
Oliver Hearsey (Corporate Broking)
Brit
Andrew Baddeley, Chief Financial
Officer
Joy Ferneyhough, Director of Strategy +44 (0) 207
and Corporate Development 984 8800
J.P. Morgan Cazenove (Financial
adviser and corporate broker to
Brit)
Dwayne Lysaght
Mike Collar +44 (0) 20
Kamalini Hull 7777 2000
Numis Securities (Financial adviser
and corporate broker to Brit)
Charles Farquhar +44 (0)20 7260
Robert Bruce 1000
Willis Capital Markets (Financial
adviser to Brit)
+44 (0) 20
Michiel Bakker 3124 8123
+44 (0) 20
John Philipsz 3124 8365
FTI Consulting (Public Relations
adviser to Brit)
+44 (0) 20
Paul Marriott 3727 1341
+44 (0) 20
Tom Blackwell 3727 1051
Further Information
RBC Europe Limited (trading as RBC Capital Markets), 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 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 clients of RBC Capital Markets nor for
providing advice in relation to the Offer or any other matter
referred to in this announcement.
J.P. Morgan Limited, which conducts its UK investment banking
businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as financial
adviser exclusively for Brit and no one else in connection with the
matters set out in this announcement and will not regard any other
person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than Brit
for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to any matter
referred to herein.
Numis Securities Limited ("Numis"), is authorised and regulated
in the United Kingdom by the Financial Conduct Authority. Numis is
acting as financial adviser and broker exclusively for Brit and no
one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than Brit for providing the protections
afforded to clients of Numis, nor for providing advice in relation
to any matter referred to herein.
Willis Capital Markets & Advisory Limited ("Willis Capital
Markets") is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. Willis Capital Markets is acting as
financial adviser exclusively for Brit and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than Brit for providing the protections afforded to clients
of Willis Capital Markets, nor for providing advice in relation to
any matter referred to 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. Brit Shareholders are advised to read the formal
documentation in relation to the Offer carefully once it has been
despatched.
This announcement does not constitute a prospectus or
prospectus-equivalent document.
This announcement has been prepared for the purpose of complying
with English law, the Code and the Listing Rules of the Financial
Conduct Authority 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.
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 Brit Shareholders
may be a taxable transaction under applicable national, state and
local, as well as foreign and other tax laws. Each Brit Shareholder
is urged to consult their independent professional adviser
regarding the tax consequences of accepting the Offer.
Notice to US investors
The Offer is being made for securities of a United Kingdom
company and Brit 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. Brit's financial
statements, and all financial information that is included in this
announcement or that may be included in the Offer Document, 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 (or pursuant
to exemptive relief therefrom granted by the United States
Securities and Exchange Commission (the "SEC")) and otherwise in
accordance with the requirements of English law, the Code, the
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 SEC nor any US state securities commission has
approved or disapproved the Offer or passed upon the adequacy or
completeness of this Announcement or the Offer Document. It may be
difficult for US holders of Brit securities to enforce their rights
under and any claim arising out of the US federal securities laws,
since Fairfax and Brit are located outside of the United States,
and some or all of their officers and directors may be resident
outside of the United States.
In accordance with, and to the extent permitted by, the Code,
normal UK market practice and Rule 14e-5 under the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
RBC Capital Markets and J.P. Morgan Cazenove and their affiliates
may continue to act as exempt principal traders in Brit Shares on
the London Stock Exchange and will engage in certain other
purchasing activities consistent with their respective normal and
usual practice and applicable law, including Rule 14e-5 under the
Exchange Act. To the extent required to be disclosed in accordance
with applicable regulatory requirements, information about any such
purchases will be disclosed on a next day basis to the Panel and
will be available from any Regulatory Information Service,
including the Regulatory News Service on the London Stock Exchange
website, www.londonstockexchange.com. To the extent that such
information is required to be publicly disclosed in the United
Kingdom in accordance with applicable regulatory requirements, this
information will as applicable also be publicly disclosed in the
United States.
Forward Looking Statements
This announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact may
be forward-looking statements. They are based on current
expectations and projections about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims", "projects"
or words or terms of similar substance or the negative thereof, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
announcement. Any forward-looking statements made in this
announcement on behalf of Fairfax, FGL or Brit are made as of the
date of this announcement based on the opinions and estimates of
directors of Fairfax, FGL and Brit, respectively. Each of Fairfax,
FGLand Brit and their respective members, directors, officers,
employees, advisers and any person acting on behalf of one or more
of them, expressly disclaims any intention or obligation to update
or revise any forward-looking or other statements contained in this
announcement, whether as a result of new information, future events
or otherwise, except as required by applicable law. Neither
Fairfax, FGL, Brit or their respective members, directors, officers
or employees, advisers or any person acting on their behalf,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur.
No forward-looking or other statements have been reviewed by the
auditors of Fairfax, FGL or Brit. All subsequent oral or written
forward-looking statements attributable to Fairfax, or its members,
directors, officers, advisers or employees or any person acting on
their behalf are expressly qualified in their entirety by the
cautionary statement above.
No profit forecasts or estimates
Nothing in this announcement is intended or shall be deemed to
be a forecast, projection or estimate of the future financial
performance of Fairfax, FGLor Brit and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share of those persons (where relevant) for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share of those
persons (where relevant).
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 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10(th) 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 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 Takeover 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 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.
Information relating to Brit Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Brit Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Brit may be provided to Fairfax during the
offer period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.12(c) of the Code.
Publication on Website
This announcement and the display documents required to be
published pursuant to Rule 26.1 of the Code will be made available,
free of charge and subject to certain restrictions relating to
persons in Restricted Jurisdictions, on Fairfax's website at
www.fairfax.ca/britoffer and Brit's website at
www.britinsurance.comby no later than 12 noon (London time) on the
Business Day following the date of this announcement. For the
avoidance of doubt, the content of such website is not incorporated
into, and does not form part of, this announcement.
Appendix I
Conditions and Further Terms of the Offer
1 Conditions of the Offer
The Offer shall be subject to the following Conditions:
Acceptance Condition
(a) valid acceptances of the Offer being received (and not,
where permitted, withdrawn) by no later than 1.00 p.m. (London
time) on the 20(th) Business Day following the date of publication
of the Offer Document or the next following Business Day (or such
later time(s) and/or date(s), falling no later than 1.00 pm on 30
September 2015, as FGL and Brit may agree) in respect of not less
than 70 per cent. (or such lower percentage as FGL may, subject to
the Code, decide) of the Brit Shares to which the Offer relates and
of the voting rights attached to those shares, provided that this
Condition shall not be satisfied unless FGL, together with its
wholly owned subsidiaries (if any), shall have acquired or agreed
to acquire (whether pursuant to the Offer or otherwise), Brit
Shares which carry in aggregate more than 70 per cent. of the
voting rights then normally exercisable at a general meeting of
Brit, including for this purpose (except to the extent otherwise
agreed by the Panel) any such voting rights attaching to Brit
Shares that are unconditionally allotted or issued before the Offer
becomes or is declared unconditional as to acceptances whether
pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise.
For the purposes of this Condition:
(i) Brit Shares which have been unconditionally allotted but not
issued before the Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, shall be deemed to
carry the voting rights they shall carry upon issue;
(ii) the expression "Brit Shares to which the Offer relates"
shall be construed in accordance with Chapter 3 of Part 28 of the
Companies Act;
(iii) Brit Shares (if any) that cease to be held in treasury
before the Offer becomes or is declared unconditional as to
acceptances are Brit Shares to which the Offer relates; and
(iv) acquisitions of, or contracts to acquire, Brit Shares by
Fairfax or by its associates to which sections 979(8) and (9) of
the Companies Act apply shall be treated as valid acceptances and
for these purposes "associates" shall be construed in accordance
with section 988 of the Companies Act;
European Commission
(b) insofar as the Offer falls within the scope of Council Regulation (EC) No 139/2004 (the "Regulation"):
(i) the European Commission taking a decision, on terms
reasonably satisfactory to FGL, that it does not intend to initiate
proceedings under Article 6(1)I of the Regulation in relation to
the Offer or any matter arising from or relating to the Offer (or
being deemed to have done so under Article 10(6) of the
Regulation);
(ii) if the European Commission makes a referral under Article
4(4) or 9(1) of the Regulation to the competent National
Competition Authority ("NCA") of any Member State other than the
UK, that NCA taking a decision, on terms reasonably satisfactory to
FGL, of equivalent effect to that set out in sub-paragraph (i)
above;
Other anti-trust/merger clearances clearance
(c) insofar as applicable, the relevant waiting period shall
have expired or been waived and the Commissioner of the Canadian
Competition Bureau shall have advised FGL or Fairfax that s/he does
not intend to oppose the consummation of the transactions
contemplated by the Agreement or shall have issued an advance
ruling certificate in respect of such transactions pursuant to
Section 102 of the Competition Act (Canada);
(d) in so far as the Offer meets the filing thresholds under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
("HSR Act"), the expiration or termination of the waiting period
under the HSR Act;
Merger control clearance in any other jurisdiction
(e) to the extent that any other merger control consents or
approvals are required prior to the completion of the Offer
according to the law of any other jurisdiction, all relevant
notifications or filings having been made, all appropriate waiting
periods (including any extensions thereof) having expired, lapsed
or been terminated and all such clearances or approvals having been
granted (or being deemed to have been granted in accordance with
the relevant law) provided that each such clearance or approval has
an equivalent effect to the decision referred to in paragraph
(b)(i) above and is on terms reasonably satisfactory to FGL;
Regulatory Clearances
(f) the Prudential Regulation Authority (the "PRA") notifying
Fairfax or FGL pursuant to section 189(4)(a) of the Financial
Services and Markets Act 2000 ("FSMA") (or issuing a decision
notice under section 189(7) FSMA, in terms which do not impose any
conditions, obligations or restrictions on the Wider Fairfax Group
or the Wider Brit Group that are material in the context of their
respective businesses and/or the Proposed Acquisition) that it
approves any acquisition or increase in control (as defined in
sections 181 and 182 FSMA) over Brit Syndicates Limited by any
member of the Wider Fairfax Group which, in either case, would take
place as a result of the Proposed Acquisition or its
implementation, or the PRA being treated as having given such
approval under section 189(6) of FSMA;
(g) the Financial Services Commission of Gibraltar ("FSCG")
approving the proposed acquisition of a qualifying holding in
respect of Brit Insurance (Gibraltar) PCC Limited by each member of
the Wider Fairfax Group that will acquire such a qualifying holding
within the meaning of Act 1987-10 of Gibraltar (the Financial
Services (Insurance Companies) Act) (as amended) either in writing
or by virtue of the FSCG being treated as having such approval
under section 39B(5) of such Act;
(h) Lloyd's giving its prior written consent, pursuant to: (i)
paragraph 43 of the Lloyd's Underwriting Byelaw, in respect of each
member of the Wider Fairfax Group that will become a controller of
Brit Syndicates Limited; and (ii) paragraph 12 of the Lloyd's
Membership Byelaw, in respect of each member of the Wider Fairfax
Group that will become a controller of Brit UW Limited; in each
case as would take place as a result of the Proposed Acquisition or
its implementation and in each case within the meaning of the
relevant byelaw;
Other third party clearances
(i) other than in relation to the competition law and regulatory
approvals referred to in paragraphs (b) to (h) above, no government
or governmental, quasi-governmental, supranational, statutory,
administrative or regulatory body or association, institution or
agency (including any trade agency) or any court or other body
(including any professional or environmental body) or person in any
jurisdiction (each a "Relevant Authority") having decided to take,
institute or threaten any action, proceeding, suit, investigation,
enquiry or reference or enacted, made or proposed and there not
continuing to be outstanding any statute, regulation, order or
decision that would or might reasonably be expected to (in any case
which is material in the context of the Offer):
(i) make the Proposed Acquisition or other acquisition of Brit
Shares, or control or management of Brit by FGL or any member of
the Wider Fairfax Group void, unenforceable or illegal in any
jurisdiction or directly or indirectly prohibit or otherwise
restrict, delay or interfere with the implementation of, or impose
additional conditions or obligations with respect to, or otherwise
challenge or require amendment to the terms of, the Offer or the
Proposed Acquisition or other acquisition of any Brit Shares, or
control or management of Brit by FGL or any member of the Wider
Fairfax Group;
(ii) require, prevent or delay the divestiture (or alter the
terms of any proposed divestiture) by the Wider Fairfax Group or
the Wider Brit Group of all or any part of their respective
businesses, assets or properties or impose any material limitation
on their ability to conduct their respective businesses and to own,
control or manage their respective assets or properties;
(iii) impose any limitation on, or result in any delay in, the
ability of any member of the Wider Fairfax Group to acquire or hold
or to exercise effectively, directly or indirectly, all or any
rights of ownership of shares or other securities (or the
equivalent) in, or to exercise management control over, any member
of the Wider Brit Group or on the ability of any member of the
Wider Brit Group to hold or exercise effectively, directly or
indirectly, all or any rights of ownership of shares or other
securities (or the equivalent) in, or to exercise management
control over, any other member of the Wider Brit Group;
(iv) require any member of the Wider Fairfax Group or of the
Wider Brit Group to acquire or offer to acquire any shares or other
securities (or the equivalent) or interest in any member of the
Wider Brit Group or any member of the Wider Fairfax Group owned by
a third party (other than in the implementation of the Offer);
(v) impose any limitation on, or result in any delay in, the
ability of any member of the Wider Fairfax Group or the Wider Brit
Group to integrate or co-ordinate its business, or any part of it,
with the businesses or any part of the businesses of any other
member of the Wider Fairfax Group and/or the Wider Brit Group;
(vi) result in any member of the Wider Fairfax Group or any
member of the Wider Brit Group ceasing to be able to carry on
business under any name under which it presently does so; or
(vii) otherwise adversely affect the business, assets, financial
or trading position or profits or prospects of any member of the
Wider Fairfax Group or of the Wider Brit Group,
and all applicable waiting and other time periods (including
extensions thereof) during which any such Relevant Authority could
decide to take, institute or threaten any such action, proceeding,
suit, investigation, enquiry or reference having expired, lapsed or
been terminated;
(j) other than in relation to the competition law and regulatory
approvals referred to in paragraphs (b) to (h) above, all material
filings, applications and/or notifications which are necessary or
reasonably considered appropriate by FGL or Fairfax having been
made and all relevant waiting periods and other time periods
(including any extensions thereof) under any applicable legislation
or regulation of any jurisdiction having expired, lapsed or been
terminated and all applicable statutory or regulatory obligations
in any jurisdiction having been complied with in each case in
respect of the Offer and the Proposed Acquisition or other
acquisition of any shares or other securities in, or control or
management of, Brit or any member of the Wider Brit Group by any
member of the Wider Fairfax Group or the carrying on by any member
of the Wider Brit Group of its business;
(k) other than in relation to the competition law and regulatory
approvals referred to in paragraphs (b) to (h) above, all material
authorisations, orders, grants, recognitions, confirmations,
licences, consents, clearances, permissions and approvals which are
necessary or reasonably considered appropriate by FGL or Fairfax in
any jurisdiction for or in respect of the Proposed Acquisition and
other acquisition of any Brit Shares, or control of Brit, by FGL or
any member of the Wider Fairfax Group being obtained on terms and
in a form reasonably satisfactory to FGL or Fairfax from
appropriate Relevant Authorities, or from any persons or bodies
with whom any member of the Wider Fairfax Group or the Wider Brit
Group has entered into contractual arrangements or material
business relationships, and such authorisations, orders, grants,
recognitions, confirmations, licences, consents, clearances,
permissions and approvals, together with all authorisations,
orders, grants, recognitions, confirmations, licences, consents,
clearances, permissions and approvals necessary or reasonably
considered appropriate for any member of the Wider Brit Group to
carry on its business, remaining in full force and effect and no
intimation of any intention to revoke, suspend, restrict or modify
or not to renew any of the same having been made and all necessary
statutory or regulatory obligations in any jurisdiction having been
complied with;
Confirmation of absence of adverse circumstances
(l) except as Disclosed, there being no provision of any agreement, arrangement, regulatory authorisation, status licence or other instrument to which any member of the Wider Brit Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a result of the implementation of the Proposed Acquisition or other acquisition by FGL or any member of the Wider Fairfax Group of any Brit Shares, or change in the control or management of Brit or otherwise, would or might reasonably be expected to result in (in each case to an extent which is material in the context of the Wider Brit Group taken as a whole):
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of, or any grant available to, any such member of the
Wider Brit Group becoming repayable, or capable of being declared
repayable, immediately or earlier than the stated repayment date or
the ability of such member to borrow monies or incur any
indebtedness being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any material part of the
business, property or assets of any such member of the Wider Brit
Group or any such mortgage, charge or other security interest
(whenever arising or having arisen) becoming enforceable;
(iii) any assets or interest of any such member of the Wider
Brit Group being or falling to be disposed of or ceasing to be
available to any member of the Wider Brit Group or any right
arising under which any such asset or interest could be required to
be disposed of or could cease to be available to any member of the
Wider Brit Group;
(iv) the interest or business of any such member of the Wider
Brit Group in or with any other person, firm or company (or any
agreements or arrangements relating to such interest or business)
being terminated or adversely modified or affected;
(v) any such member of the Wider Brit Group ceasing to be able
to carry on business under any name under which it presently does
so;
(vi) the value of any such member of the Wider Brit Group or its
financial or trading position or prospects being prejudiced or
adversely affected;
(vii) any such agreement, arrangement, regulatory authorisation,
status, permission, licence or other instrument being terminated or
adversely modified or any onerous obligation arising or any adverse
action being taken or arising thereunder;
(viii) the creation of any material liabilities (actual or
contingent) by any such member of the Wider Brit Group; or
(ix) any requirement on any such member to acquire, subscribe,
pay up or repay any shares or other securities (or the
equivalent);
and no event having occurred which, under any provision of any
agreement, arrangement, licence or other instrument to which any
member of the Wider Brit Group is a party or by or to which any
such member or any of its assets may be bound or be subject, might
reasonably be expected to result in any events or circumstances as
are referred to in this paragraph (n) (in each case to an extent
which is material in the context of the Wider Brit Group taken as a
whole);
No material transactions, claims or changes in the conduct of
the business of the Brit Group
(m) except as Disclosed, no member of the Wider Brit Group having since 31 December 2014:
(i) issued or agreed to issue or authorised or proposed the
issue of additional shares of any class, or securities convertible
into, or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible or
exchangeable securities or transferred or sold (or agreed to
transfer or sell) any shares out of treasury (except, where
relevant, as between Brit and its wholly owned subsidiaries or
between its wholly owned subsidiaries, save in connection with the
ongoing operation of the Brit Share Schemes (in accordance with
their respective terms) or as provided for in the Co-operation
Agreement;
(ii) recommended, declared, paid or made or resolved to
recommend, declare, pay or make any bonus, dividend or other
distribution, whether payable in cash or otherwise, in each case
save for (i) the 2014 Final Dividend, (ii) the First Interim
Dividend, (iii) the Second Interim Dividend and (iv) as between
Brit and its wholly owned subsidiaries or between its wholly owned
subsidiaries;
(iii) implemented or authorised any merger or demerger or
(except for transactions between Brit and its wholly-owned
subsidiaries, or between its wholly-owned subsidiaries or
transactions in the ordinary course of business) acquired or
disposed of or transferred, mortgaged or charged, or created any
other security interest over, any asset or any right, title or
interest in any asset (in each case to an extent which is material
in the context of the Wider Brit Group taken as a whole);
(iv) entered into, or authorised the entry into, any joint
venture, asset or profit sharing arrangement, partnership or merger
of businesses or corporate entities (in each case to an extent
which is material in the context of the Wider Brit Group taken as a
whole);
(v) (except for transactions between Brit and its wholly-owned
subsidiaries or between its wholly owned subsidiaries) other than
pursuant to the Offer, implemented or authorised any
reconstruction, amalgamation, scheme or other transaction or
arrangement with a substantially equivalent effect (in each case to
an extent which is material in the context of the Wider Brit Group
taken as a whole and other than pursuant to the Proposed
Acquisition);
(vi) (except for transactions between Brit and its wholly-owned
subsidiaries or between its wholly owned subsidiaries) purchased,
redeemed or repaid any of its own shares or other securities or
reduced or made or authorised any other change in its share
capital;
(vii) (except for transactions between Brit and its wholly-owned
subsidiaries or between its wholly owned subsidiaries) made or
authorised any material change in its loan capital or issued or
authorised the issue of any debentures or incurred or increased any
indebtedness or contingent liability;
(viii) entered into, varied or terminated, or authorised the
entry into, variation or termination of, any contract, commitment
or arrangement (whether in respect of capital expenditure, real
estate or otherwise) which is outside the ordinary course of
business or which is of a long term, onerous or unusual nature or
magnitude or which involves, or might reasonably be expected to
involve, an obligation of a nature or magnitude which is materially
restrictive on the business of any member of the Wider Brit Group
(in each case to an extent which would be material in the context
of the Wider Brit Group taken as a whole);
(ix) been unable or deemed unable, or admitted in writing that
it is unable, to pay its debts as they fall due or having stopped
or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or
a substantial part of its business (in each case to an extent which
is material in the context of the Wider Brit Group taken as a
whole);
(x) commenced negotiations with any of its creditors or taken
any step with a view to rescheduling or restructuring any of its
indebtedness or entered into a composition, compromise, assignment
or arrangement with any of its creditors whether by way of a
voluntary arrangement, scheme of arrangement, deed of compromise or
otherwise (in each case to an extent which is material in the
context of the Wider Brit Group taken as a whole);
(xi) (other than in respect of a member of the Wider Brit Group
which is dormant and solvent at the relevant time) taken any
corporate action or had any legal proceedings started, served or
threatened against it or any documents filed or faxed in court for
its winding-up (voluntary or otherwise), dissolution or
reorganisation (or for any analogous proceedings or steps in any
jurisdiction) or for the appointment of a liquidator, provisional
liquidator, receiver, administrator, administrative receiver,
trustee or similar officer (or for the appointment of any analogous
person in any jurisdiction) of all or any of its assets and
revenues or had notice given of the intention to appoint any of the
foregoing to it (in each case to an extent which is material in the
context of the Wider Brit Group taken as a whole);
(xii) except in the ordinary course of business, waived,
compromised, settled, abandoned or admitted any dispute, claim or
counter-claim whether made or potential and whether by or against
any member of the Wider Brit Group (in each case to an extent which
is material in the context of the Wider Brit Group taken as a
whole);
(xiii) made any material alteration to its constitutional documents;
(xiv) entered into, or varied the terms of, or terminated or
given notice of termination of, any service agreement or
arrangement with any director or senior executive of any member of
the Wider Brit Group;
(xv) proposed, agreed to provide, or agreed to modify the terms
of, any share option scheme, incentive scheme or other benefit
relating to the employment or termination of employment of any
person employed by any member of the Wider Brit Group, other than
in accordance with the terms of the Proposed Acquisition other than
as permitted pursuant to the Cooperation Agreement.
(xvi) made or consented to any material change to the terms of
the trust deeds constituting the pension schemes established for
its directors and/or employees and/or their dependants or to the
benefits which accrue, or to the pensions which are payable
thereunder, or to the basis on which qualification for or accrual
or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or
consented to, any change to the trustees, other than in accordance
with applicable law;
(xvii) not surrendered or disclosed any agreement, arrangement,
regulatory authorisation, status, permission, licence or other
instrument of the kind referred to in paragraph (m) above; or
(xviii) entered into any contract, commitment or arrangement or
passed any resolution or made any offer (which remains open for
acceptance) with respect to, or proposed or announced any intention
to effect or propose, any of the transactions, matters or events
referred to in this paragraph (m);
(n) except as Disclosed, since 31 December 2014:
(i) no adverse change having occurred, and no circumstances
having arisen which would or might reasonably be expected to result
in any adverse change in the business, assets, financial or trading
position or profits or prospects of any member of the Wider Brit
Group (in each case to an extent which is material in the context
of the Wider Brit Group taken as a whole); and
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings in any jurisdiction having been threatened,
announced, instituted or remaining outstanding by, against or in
respect of any member of the Wider Brit Group or to which any
member of the Wider Brit Group is a party (whether as claimant or
defendant or otherwise) and no investigation by any Relevant
Authority or other investigative body against or in respect of any
member of the Wider Brit Group having been threatened, announced,
instituted or remaining outstanding by, against or in respect of
any member of the Wider Brit Group (in each case to an extent which
is material in the context of the Wider Brit Group taken as a
whole);
(o) no contingent or other liability having arisen outside the
ordinary course of business which would or might reasonably be
expected to adversely affect any member of the Wider Brit Group (in
each case to an extent which is material in the context of the
Wider Brit Group taken as a whole); and
(p) Fairfax not having discovered that (except as Disclosed):
(i) any financial, business or other information concerning the
Wider Brit Group publicly disclosed prior to the date of this
announcement at any time by any member of the Wider Brit Group is
misleading, contains a misrepresentation of fact or omits to state
a fact necessary to make the information contained therein not
misleading (in each case to an extent which is material in the
context of the Wider Brit Group taken as a whole);
(ii) any member of the Wider Brit Group is subject to any
liability, contingent or otherwise, other than in the ordinary
course of business (in each case to an extent which is material in
the context of the Wider Brit Group taken as a whole); or
(iii) there is or is likely to be any obligation or liability
(whether actual or contingent) to make good, repair, re-instate or
clean up any property now or previously owned, occupied, operated
or made use of or controlled by any past or present member of the
Wider Brit Group under any environmental legislation, regulation,
notice, circular or order of any Relevant Authority in any
jurisdiction (in each case to an extent which is material in the
context of the Wider Brit Group taken as a whole).
2 Certain further terms of the Offer
(a) FGL reserves the right (subject to the requirements of the
Code and the Panel) to waive, in whole or in part, the above
Conditions in paragraphs (e) and (i) to (p) (inclusive).
(b) If FGL is required by the Panel to make an offer for Brit
Shares under the provisions of Rule 9 of the Code, FGL may make
such alterations to any of the above Conditions, including the
Acceptance Condition, and terms of the Offer as are necessary to
comply with the provisions of that Rule.
(c) The Offer shall lapse unless all the above Conditions have
been fulfilled or, where permitted, waived or, where appropriate,
have been determined by FGL to be or remain satisfied, by 1:00 pm
(London time) on 30 September 2015. Such date may not be further
extended, other than with the agreement of Fairfax, Brit, the
Apollo Shareholders, the CVC Shareholders and the Panel. Without
prejudice to the preceding sentence, the Offer shall remain open
until the later of (i) the date falling 20 Business Days following
the posting of the Offer Document and (ii) a date falling no less
than 14 days following the Offer becoming or being declared
unconditional in all respects.
(d) FGL shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
fulfilled any of the Conditions in paragraphs (e) and (i) to (p)
(inclusive) by a date earlier than the latest date for the
fulfilment of that condition notwithstanding that the other
Conditions of the Offer may at such earlier date have been waived
or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be
capable of fulfilment.
(e) Subject, in respect of the Apollo Shareholders and the CVC
Shareholders, to the irrevocable undertakings described more fully
in Appendix III of this announcement, Brit Shareholders (including
the Apollo Shareholders and the CVC Shareholders) who have accepted
the Offer shall be entitled to withdraw their acceptance until the
Offer has become or is declared unconditional in all respects and
the Apollo Shareholders and the CVC Shareholders have also agreed
with Fairfax that they will not withdraw their acceptances for so
long as the Offer remains open for acceptance.
(f) Fairfax has also agreed with the Apollo Shareholders and the CVC Shareholders that:
(i) FGL will not invoke non-fulfilment of any Condition to lapse
the Offer prior to 1:00 p.m. on 30 September 2015;
(ii) to the extent that any Condition (other than the Conditions
in paragraphs 1(b), (c), (d), (f), (g) or (h) of Appendix I) has
not been fulfilled or waived before 1:00 p.m. on 30 September 2015,
FGL will waive all Conditions which have not been fulfilled or
waived prior to such time unless the failure to fulfil any such
Condition has occurred as a result of a change of law which has led
to circumstances which are, in the opinion of the Panel, of such
material significance in the context of the Offer (within the
meaning of Rule 13 of the Code) as to permit Fairfax to invoke the
relevant Condition;
(iii) FGL will announce that the Acceptance Condition has been
fulfilled no later than 5:00 p.m. on the Business Day following the
date on which the Apollo Shareholders and the CVC Shareholders have
accepted the Offer;
(iv) FGL will not seek to bring forward the last time and date
for fulfilment or waiver of any of the Conditions other than the
Acceptance Condition to a time and date which is earlier than 1:00
p.m. on 30 September 2015 unless it announces at the same time that
it has waived or is treating as fulfilled all of the Conditions as
of such earlier time and date; and
(v) FGL will not seek to extend the last time and date for
fulfilment or waiver of any of the Conditions other than the
Acceptance Condition to a time and date which is later than 1:00
p.m. on 30 September 2015,
other than:
(A) in the case of each of (i) to (v) above inclusive, with the
prior written approval of the Apollo Shareholders and the CVC
Shareholders; or
(B) in the case of each of (i), (ii) (iv) and (v) above, for so
long as the Apollo Shareholders and the CVC Shareholders have not
accepted the Offer when required to do so under their irrevocable
undertaking.
(g) The Offer shall lapse if:
(i) in so far as the Offer or any matter arising from or
relating to the Offer constitutes a concentration with a Community
dimension within the scope of the Regulation, the European
Commission either initiates proceedings under Article 6(1)I of the
Regulation or makes a referral under Article 9(1) of the Regulation
to the CMA and the CMA makes a CMA Phase 2 Reference; or
(ii) in so far as the Offer or any matter arising from the Offer
does not constitute a concentration with a Community dimension
within the scope of the Regulation, the Offer or any matter arising
from or relating to the Offer becomes subject to a CMA Phase 2
Reference,
in each case before 1:00 pm (London time) on the date when the
Offer becomes or is declared unconditional as to acceptances.
(h) Under Rule 13.5 of the Code, FGL may not invoke a Condition
so as to cause the Offer not to proceed, to lapse or any offer to
be withdrawn unless the circumstances which give rise to the right
to invoke the Condition are of material significance to FGL in the
context of the Proposed Acquisition. The Condition contained in
Part 1, paragraph (b) is not subject to this provision of the
Code.
(i) If the 2014 Final Dividend declared by Brit in respect of
each Brit Share is greater or less than 25 pence per Brit Share,
the Cash Amount shall be adjusted by an amount equal to the
difference between 25 pence and the amount of the 2014 Final
Dividend payable in respect of each Brit Share such that the total
amount payable to accepting Brit Shareholders for each Brit Share
under the Offer, when aggregated with the 2014 Final Dividend paid
to Brit Shareholders by Brit (and whether or not paid to the
relevant accepting Brit Shareholder) shall be the Brit Offer Price.
If the 2014 Final Dividend is not declared, or is declared and
subsequently cancelled or reduced prior to being paid, the Cash
Amount shall be increased by 25 pence or such lesser amount as is
required to cause such aggregate amount to be the Brit Offer Price
(without prejudice to paragraph (j) below). To the extent that the
2014 Final Dividend is or will be (i) transferred pursuant to the
Offer on a basis that entitles FGL alone to receive such dividend
and retain it or (ii) cancelled, the Cash Amount shall be equal to
the Brit Offer Price (without prejudice to paragraph (j) below).
Any adjustment in the Cash Amount in accordance with this paragraph
will be the subject of an announcement and, for the avoidance of
doubt, will not be regarded as constituting any revision or
variation of the Offer.
(j) The Brit Shares shall be acquired under the Offer fully paid
and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and any other rights and
interests of any nature whatsoever and together with all rights now
and hereafter attaching thereto, including voting rights and the
right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the date
of this announcement save for the 2014 Final Dividend, the First
Interim Dividend and the Second Interim Dividend, if declared.
Accordingly, without prejudice to paragraph 2 of this announcement:
(i) if the 2014 Final Dividend paid in respect of each Brit Share
is greater or less than 25 pence per Brit Share, the Cash Amount
shall be adjusted by an amount equal to the difference between 25
pence and the 2014 Final Dividend payable in respect of each Brit
Share such that the total paid to Brit Shareholders for each Brit
Share prior to the closing of the Offer, when aggregated with the
2014 Final Dividend paid to Brit Shareholders by Brit (and whether
or not paid to the relevant accepting Brit Shareholders), shall be
the Brit Offer Price, except insofar as the Brit Share is or will
be transferred on a basis which entitles FGL alone to receive the
2014 Final Dividend; (ii) the declaration and payment of the First
Interim Dividend and the Second Interim Dividend shall have no
impact on the Brit Offer Price unless and only to the extent that
it exceeds 6.25 pence per Brit Share, in which case the Cash
Amount, and therefore the Brit Offer Price, shall be reduced by the
excess amount per Brit Share except insofar as the Brit Share is or
will be transferred on a basis which entitles FGL alone to receive
the relevant Interim Dividend and (iii) insofar as a dividend
and/or distribution and/or a return of capital is proposed,
declared, made, paid or payable by Brit in respect of a Brit Share
on or after the date of this announcement, in each case other than
the 2014 Final Dividend, the First Interim Dividend or the Second
Interim Dividend, the Cash Amount, and therefore the Brit Offer
Price, shall be reduced by the amount of such dividend and/or
distribution and/or return of capital, except insofar as the Brit
Share is or will be transferred on a basis which entitles FGL alone
to receive the dividend and/or distribution and/or return of
capital.
(k) If the Offer lapses, the Offer shall cease to be capable of
further acceptance and accepting Brit Shareholders and FGL shall
cease to be bound by Forms of Acceptance submitted at or before the
time when the Offer so lapses.
(l) The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
(m) The Offer is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or by any means of
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 jurisdiction where to do so would
violate the laws of that jurisdiction and shall not be capable of
acceptance by any such use, means, instrumentality or facility or
from within such Restricted Jurisdiction (unless otherwise
determined by FGL) and the Offer cannot be accepted by any such
use, means or instrumentality or otherwise from any Restricted
Jurisdiction.
(n) The Offer is governed by English law and is subject to the
jurisdiction of the English courts and to the Conditions and
further terms set out in this Appendix I (and, in the case of
certificated Brit Shares, the Form of Acceptance). The Offer shall
be subject to the applicable requirements of the Code, the Panel,
the London Stock Exchange and the Financial Conduct Authority.
(o) Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
Appendix II
Sources of information and bases of calculation
1. As at the close of business on 16 February 2015, Brit had in
issue 400,452,960 shares. The International Securities
Identification Number for the Brit Shares is GB00BKRV3L73.
2. The value attributed to Brit's existing issued and to be
issued ordinary share capital as implied by the offer price stated
in paragraph 2 of this announcement is based upon the 400,452,960
Brit Shares in issue on 16 February 2015 plus a maximum of
1,038,546 Brit shares which will be the result of vesting
options.
3. The price to net tangible assets multiple of 1.73x is based
on the Brit Offer Price, the number of issued ordinary shares of
400,452,960 and Brit's net tangible assets of GBP704.4 million as
at 30 June 2014 (the Cash Amount of 280 pence represents a multiple
of 1.59x Brit's net tangible assets per share of 176.2 pence as at
30 June 2014).
4. Unless otherwise stated, the financial information on Fairfax
is extracted from Fairfax's financial results for the year ended 31
December 2014 and Fairfax's Interim Report for the six months ended
30 June 2014.
5. Unless otherwise stated, the financial information on Brit is
extracted from Brit's 2014 Interim report and the Interim
Management Statement released on 12 November 2014.
6. The market prices of the Brit Shares have been derived from
the Daily Official List and represent Closing Prices of the
relevant date(s).
7. The offer price of the Brit Shares set at Brit's initial
public offering is derived from the pricing announcement released
by Brit dated 28 March 2014.
8. Volume weighted average closing prices are derived from Bloomberg.
Appendix III
Irrevocable Undertakings
Brit Shareholders' Irrevocable Undertakings
The following Brit Shareholders have given an irrevocable
undertaking to accept, or procure the acceptance of, the Offer,
made on the terms contained in this announcement, as soon as
practicable after, and in any event no later than the date falling
five Business Days after, the publication of the Offer
Document:
Number of Brit
Shares in respect Percentage of
of which undertaking Brit's issued
Name is given share capital
---------------------- ---------------------- ---------------
AP Achilles Holdings
(EH-1), LLC 116,939,174 29.20%
---------------------- ---------------------- ---------------
AP Helios Co-Invest,
L.P. 3,635,842 0.91%
---------------------- ---------------------- ---------------
AP Selene Co-Invest,
L.P. 38,424,069 9.60%
---------------------- ---------------------- ---------------
White Poolco
Holdings Limited 121,232,281 30.27%
---------------------- ---------------------- ---------------
Bishop L.P. 13,334,751 3.33%
---------------------- ---------------------- ---------------
These irrevocable undertakings cease to be binding if:
(a) the Offer Document is not published within 28 days after the
date of this announcement (or such later date as Fairfax, Brit, the
Apollo Shareholders and the CVC Shareholders may agree and the
Panel may allow); or
(b) the Offer, once made, lapses or is withdrawn.
The irrevocable undertakings given by the Apollo Shareholders
and the CVC Shareholders will prevent them from (i) accepting or
irrevocably undertaking to accept a competing offer at a higher
price than the Brit Offer Price at the relevant time, (ii)
exercising any right of withdrawal of any acceptance of the Offer
where such a right is otherwise exercisable under the Code, or
(iii) otherwise selling all or any part of their respective Brit
Shares into the market.
Brit Directors' Irrevocable Undertakings
The following Brit Directors have given an irrevocable
undertaking to accept, or procure the acceptance of, the Offer,
made substantially on the terms and subject to the conditions
contained in this announcement, within five Business Days following
the positing of the Offer Document:
Number of Brit
Shares in respect Percentage of
of which undertaking Brit's issued
Name is given(1) share capital
--------------------- ---------------------- ---------------
Richard Ward 102,750 0.03%
--------------------- ---------------------- ---------------
Mark Cloutier 1,204,776 0.30%
--------------------- ---------------------- ---------------
Hans-Peter Gerhardt 79,594 0.02%
--------------------- ---------------------- ---------------
(1) The numbers referred to in this table refer only to those Brit Shares which the relevant director is beneficially entitled
to or is otherwise able to control the exercise of, including
the ability to procure the transfer of such share. The
undertakings cover any Brit Shares that may be issued or
allotted to Richard Ward, Mark Cloutier and/or Hans-Peter
Gerhardt before closing of the Offer pursuant to any award under
the Brit Share Schemes.
These irrevocable undertakings cease to be binding if the Offer,
when made, does not become effective or otherwise lapses in
accordance with its terms, or the Offer is withdrawn.
The undertakings given by the Brit Directors listed above
prevent them from exercising any right or withdrawal of any
acceptance of the Offer where such a right is exercisable under the
Code, or otherwise selling all or any part of their respective Brit
Shares into the market.
Appendix IV
Definitions
"2014 Final Dividend" the final dividend expected
to be declared by the Board
of Brit in respect of the
year ended 31 December 2014,
and expected to be announced
with the publication of Brit's
preliminary results on 25
February 2015, in an amount
of 25 pence per Brit Share
"Acceptance Condition" the condition set out in paragraph
1(a) of Appendix I to this
announcement
"Apollo" Apollo Management VII, L.P.
"Apollo Shareholders" AP Achilles Holdings (EH-1),
LLC, AP Helios Co-Invest,
L.P. and AP Selene Co-Invest,
L.P.
"Authorisations" regulatory authorisations,
orders, recognitions, grants,
consents, clearances, confirmations,
certificates, licences, permissions
or approvals
"Board" the board of directors of
the relevant company
"Brit" Brit plc, a company incorporated
in England and Wales with
registered number 08821629
"Brit Directors" the directors of Brit
"Brit Group" Brit and its subsidiaries
and subsidiary undertakings
"Brit Offer Price" the headline price offered
to Brit Shareholders under
the terms of the Offer, being
305 pence in cash for each
Brit Share, comprising the
Cash Amount and the 2014 Final
Dividend
"Brit Shareholders" the holders of Brit Shares
from time to time
"Brit Shares" the issued and to be issued
ordinary shares of 1 pence
each in the capital of Brit,
being 400,452,960 in issue
as at the date of this announcement,
and up to a further 1,038,546
ordinary shares to be issued
prior to close of the Offer
as a result of vesting options
under the Brit Share Schemes
"Brit Share Schemes" the share schemes operated
by Brit and its subsidiaries,
being the Brit Long Term Incentive
Plan, the Brit Deferred Share
Bonus Plan, the Brit plc 2014
International Free Share Incentive
Plan and the Brit All-Employee
Share Plan
"Business Day" a day (other than Saturdays,
Sundays and public holidays
in the UK) on which banks
are open for business in the
City of London (and, for the
purposes of the Acceptance
Condition and paragraph 2(c)
of Appendix I, in New York)
"Cash Amount" the cash amount of 280 pence
payable by FGL under the Offer
in respect of each Brit Share,
as adjusted in accordance
with the terms of the Offer
"CMA" the Competition and Markets
Authority, a UK statutory
body established under the
Enterprise and Regulatory
Reform Act 2013 or any successor
thereto
"CMA Phase 2 Reference" a referral to the Chair of
the Competition and Markets
Authority for the constitution
of a group under Schedule
4 to the Enterprise and Regulatory
Reform Act 2013
"Code" the City Code on Takeovers
and Mergers issued from time
to time by the Panel on Takeovers
and Mergers
"Companies Act" the (United Kingdom) Companies
Act of 2006 (including the
schedules thereto), as amended
"Co-operation Agreement" the agreement between Brit
and Fairfax referred to in
paragraph 15 of this announcement
"CVC" CVC European Equity V Limited
"CVC Shareholders" White Poolco Holdings Limited
and Bishop L.P.
"Disclosed" the information disclosed
by, or on behalf of, Brit
(i) in the annual report and
accounts for Brit for the
financial year ended 31 December
2013, (ii) the interim accounts
for Brit for the six month
period ended 30 June 2014,
(iii) in any announcement
to a regulatory information
service by, or on behalf of,
Brit, prior to the publication
of this announcement and (iv)
the prospectus published by
Brit in connection with its
Initial Public Offering in
April 2014
"Fairfax" Fairfax Financial Holdings
Limited
"FGL" FFHL Group Limited
"First Interim Dividend" the interim dividend of 6.25
pence per Brit Share to be
declared and paid (if lawful)
by Brit in the event that
the Offer has not been declared
unconditional in all respects
at or prior to 1:00 p.m. on
30 June 2015
"Form of Acceptance" the Form of Acceptance, Authority
and Election for use by Brit
Shareholders in connection
with the Offer
"FSCG" The Financial Services Commission
of Gibraltar, or any successor
thereto
"GWP" gross written premium
"J.P. Morgan Cazenove" J.P. Morgan Limited, which
conducts its UK investment
banking business as J.P. Morgan
Cazenove
"Lloyd's" The Society of Lloyd's created
by the Lloyd's Acts 1871-1982,
or any successor thereto
"London Stock Exchange" The London Stock Exchange
plc
"Numis" Numis Securities Limited
"Offer" the terms of the offer for
Brit to be made pursuant to
this announcement
"Offer Document" the offer document to be despatched
by or on behalf of Fairfax
to the Brit Shareholders setting
out the terms and conditions
of the Offer
"Panel" the Panel on Takeovers and
Mergers, or any successor
thereto
"PRA" the Prudential Regulatory
Authority of the United Kingdom,
or any successor thereto
"Proposed Acquisition" the proposed acquisition of
Brit by FGL pursuant to the
terms of the Offer
"Relevant Authority" has the meaning given to it
in paragraph 1(i) of Appendix
I to this announcement
"Restricted Jurisdiction" any jurisdiction where the
extension or availability
of the Offer would breach
any applicable law or regulation
"Second Interim the interim dividend of 6.25
Dividend" pence per Brit Share to be
declared and paid (if lawful)
by Brit in the event that
the Offer has not been declared
unconditional in all respects
at or prior to 1:00 p.m. on
30 September 2015
"Significant Interest" in relation to an undertaking,
a direct or indirect interest
of 20 per cent. or more of
(i) the total voting rights
conferred by the equity share
capital (as defined in section
548 of the UK Companies Act)
of such undertaking or (ii)
the relevant partnership interest
"Third Party" each of a central bank, government
or governmental, quasi-governmental,
supranational, statutory,
regulatory, environmental,
administrative, fiscal or
investigative body, court,
trade agency, association,
institution, environmental
body, employee representative
body or any other body or
person whatsoever in any jurisdiction;
"Wider Brit Group" Brit and its subsidiaries,
subsidiary undertakings, associated
undertakings and any other
body corporate, partnership,
joint venture or person in
which Brit and all such undertakings
(aggregating their interests)
have a Significant Interest
"Wider Fairfax Group" Fairfax and its subsidiaries,
including FGL, subsidiary
undertakings, associated undertakings
and any other body corporate
partnership, joint venture
or person in which Fairfax
and all such undertakings
(aggregating their interests)
have a Significant Interest
and any person who has a Significant
Interest in Fairfax (other
than any member of the Wider
Brit Group)
"Willis Capital Willis Capital Markets & Advisory
Markets" Limited
For the purposes of this announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All the times referred to in this announcement are London times
unless otherwise stated.
References to the singular include
the plural and vice versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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