Fairfax Financial Holdings Limited C$650m Equity Financing (4237F)
February 20 2015 - 1:00AM
UK Regulatory
TIDMBRIT
RNS Number : 4237F
Fairfax Financial Holdings Limited
20 February 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
20 February 2015
Fairfax Financial Holdings Limited
Recommended Offer for Brit Plc - C$650m Equity Financing
Fairfax Financial Holdings Limited ("Fairfax") announces that,
in light of the positive impact of the announcement of the
recommended cash offer for Brit plc on 17 February 2015 and
approaches from certain investors who expressed interest in
investing in Fairfax equity, it has launched a C$650 million equity
financing. Fairfax continues to consider all forms of financing
that may be beneficial to its shareholders, including the issuance
of preference shares and bonds.
The announcement released in Toronto is repeated below:
"Fairfax Financial Holdings Limited ("Fairfax" or the "Company")
(TSX:FFH)(TSX:FFH.U) has announced today that it has entered into
an agreement with a syndicate of underwriters led by BMO Capital
Markets, under which the underwriters have agreed to buy on a
bought deal basis 1,000,000 Subordinate Voting Shares (the
"Subordinate Voting Shares"), at a price of C$650.00 per
Subordinate Voting Share for gross proceeds of C$650 million (the
"Offering"). The Offering is expected to close on March 3,
2015.
Fairfax intends to use the net proceeds of the Offering to
partially fund the previously announced proposed acquisition of all
of the outstanding shares of Brit PLC ("Brit"). Fairfax may raise
additional funding for the acquisition of Brit through possible
future debt and/or preferred share issuances. There can be no
assurance that the acquisition of Brit will be completed. If the
acquisition is not successfully completed, Fairfax intends to use
the net proceeds to augment its cash position, to increase
short-term investments and marketable securities held at the
holding company level, to refinance or retire outstanding debt and
other corporate obligations of Fairfax and its subsidiaries from
time to time, and for general corporate purposes.
The Subordinate Voting Shares will be qualified for sale in
Canada by way of a prospectus supplement to the Company's short
form base shelf prospectus dated December 19, 2014, which will be
filed in each of the provinces and territories of Canada.
Fairfax intends to file a prospectus supplement to its short
form base shelf prospectus dated December 19, 2014 in respect of
the Offering with the applicable Canadian securities regulatory
authorities. Details of the Offering will be set out in the
prospectus supplement which will be available on the SEDAR website
for Fairfax at www.sedar.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. This press release is
not an offer of securities for sale in the United States, and the
securities may not be offered or sold in the United States absent
registration or an exemption from the registration requirements.
The securities have not been and will not be registered under the
United States Securities Act of 1933, as amended."
A copy of the announcement is available on Fairfax's website at
www.fairfax.ca/britoffer.
Enquiries:
Fairfax
Paul Rivett, President +1 (416) 367 4941
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th 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% 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(s), 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.
-End-
This information is provided by RNS
The company news service from the London Stock Exchange
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