Fairfax Financial Holdings Limited Memorandum of Understanding with OMERS (2282K)
April 15 2015 - 1:00AM
UK Regulatory
TIDMBRIT
RNS Number : 2282K
Fairfax Financial Holdings Limited
15 April 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
15 April 2015
Recommended Cash Offer for Brit plc ("Brit") by FFHL Group Ltd.
("FGL"), an entity wholly-owned by Fairfax Financial Holdings
Limited ("Fairfax")
Memorandum of Understanding with Ontario Municipal Employees
Retirement System ("OMERS")
On 17 February 2015, the boards of Fairfax and Brit announced
that they had reached agreement regarding the terms of a
recommended cash offer ("Offer") by FGL, an entity wholly-owned by
Fairfax, for the entire issued and to be issued share capital of
Brit. On 23 March 2015, FGL announced that the Offer had become
unconditional as to acceptances.
FGL announces that it has entered into a non-binding Memorandum
of Understanding ("MoU") with OMERS to sell up to 29.9% of Brit at
a price of USD4.30 per share, which is equivalent to the Cash
Amount under the Offer based on the exchange rate on 17 February
2015. The MoU also includes certain provisions in relation to
dividend policy, pre-emption rights, exit provisions and governance
arrangements. The sale to OMERS would not be effective until after
the agreement of definitive transaction documents, the receipt of
appropriate regulatory clearances and the Offer becoming or being
declared wholly unconditional.
OMERS does not hold any interest in Brit shares.
Terms and expressions used in this announcement shall, unless
the context requires otherwise, have the same meanings given to
them in the Offer Document, a copy of which is available at
www.fairfax.ca/britoffer.
Enquiries:
Fairfax
Paul Rivett, President +1 (416) 367 4941
1. About Fairfax
Fairfax Financial Holdings Limited is a 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.
2. About OMERS
OMERS is one of Canada's largest pension funds, with CAD72.0
billion in net assets and an AAA credit rating. OMERS is focused on
providing secure and sustainable pensions to more than 450,000
members. OMERS invests in public and private assets, including
publicly-traded equities, fixed income and inflation-linked
securities, commodities, infrastructure, private equity and real
estate. For more information, please visit www.omers.com.
3. 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.
4. Other
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.
-End-
This information is provided by RNS
The company news service from the London Stock Exchange
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