TIDMAPR
RNS Number : 5648G
Fairfax Financial Holdings Limited
23 November 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
23 November 2015
Recommended Cash Offer for APR Energy plc ("APR Energy")
by
Apple Bidco Limited ("Bidco") an entity jointly controlled by
Fairfax Financial Holdings Limited ("Fairfax"), ACON Equity
Management, LLC ("ACON") and Albright Capital Management LLC
("ACM") (together the "Joint Bidders")
Publication of Offer Document
On 26 October 2015, the board of Bidco and the Independent APR
Energy Directors announced the terms of a recommended cash
offer for the acquisition of the entire issued and to be issued
ordinary share capital of APR Energy, other than the Committed APR
Energy Shares, such offer to be made by Bidco, an entity jointly
controlled by Fairfax, ACON and ACM (the "Offer").
Further to the announcement of the Offer, the board of Bidco and
the Independent APR Energy Directors are pleased to announce that
the offer document containing the full terms of, and conditions to,
the Offer and the procedures for acceptance (the "Offer Document")
is being published and sent to APR Energy Shareholders today
together with the Form of Acceptance.
The Offer will remain open until the later of (i) 4 January 2016
and (ii) 14 calendar days after becoming or being declared wholly
unconditional in all respects.
The procedure for acceptance of the Offer is set out in the
Offer Document in Part C and Part D of Appendix I and in the Form
of Acceptance.
The Offer Document together with those documents listed in
paragraph 15 of Appendix V to the Offer Document will be available
on Fairfax's website at http://www.fairfax.ca/Investors/APR-Offer
and on APR Energy's website at
http://www.aprenergy.com/offer-apr-energy-plc. For the avoidance of
doubt, the content of such website is not incorporated into, and
does not form part of, this announcement.
Defined terms used but not defined in this announcement have the
meanings set out in the Offer Document.
Enquiries:
Ondra Partners (financial adviser +44 (0) 20 7082
to Bidco, Fairfax, ACON and ACM) 8750
Robert Hingley
Cassandre Danoux
APR Energy +1 904 223 8488
Manisha Patel (investors) +1 904 517 5135
Alan Chapple (media) +1 904 223 2277
Barclays (financial adviser to +44 (0) 20 7623
APR Energy) 2323
Raymond Raimondi
Matthew Smith
Gaurav Gooptu
Numis (corporate broker to APR +44 (0) 20 7260
Energy) 1000
Ben Stoop
Stuart Skinner
+44 (0) 20 7307
CNC (PR adviser to APR Energy) 5344
+44 (0) 7775
784 933
Richard Campbell
+44 (0) 7827
Michael Kinirons 925 090
1. Further Information
Ondra Partners, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Bidco, Fairfax, ACON and ACM and no one else in connection with
the Offer and will not be responsible to anyone other than Bidco,
Fairfax, ACON and ACM for providing the protections afforded to
clients of Ondra Partners nor for providing advice in relation to
the Offer or any other matter referred to in this announcement.
Barclays, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting exclusively for APR Energy and no one else in connection
with the Offer and will not be responsible to anyone other than APR
Energy for providing the protections afforded to clients of
Barclays nor for providing advice in relation to the Offer or any
other matter referred to in this announcement.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for APR
Energy and no one else in connection with the matters described
herein and will not be responsible to anyone other than APR Energy
for providing the protections afforded to its clients or for
providing advice in relation to the matters described herein.
Greenhill, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for APR Energy and no one else in connection with certain financial
restructuring matters as described herein and will not be
responsible to anyone other than APR Energy for providing the
protections afforded to clients of Greenhill nor for providing
advice in relation to certain financial restructuring matters as
described herein.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities, or the solicitation
of any vote or approval of an offer to buy securities in any
jurisdiction, pursuant to the Offer or otherwise. Any response in
respect of the Offer should be made only on the basis of
information contained in the Offer Document, which will contain the
full terms and conditions of the Offer, including how the Offer may
be accepted. APR Energy Shareholders are advised to read the formal
documentation in relation to the Offer carefully once it has been
dispatched.
This announcement does not constitute a prospectus or
prospectus-equivalent document.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
2. Overseas jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by laws and/or regulations of those
jurisdictions. Therefore, any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
should inform themselves about and observe any applicable
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. Unless otherwise
permitted by applicable law and regulation, the Offer may not be
made, directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
The receipt of cash pursuant to the Offer by APR Energy
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each APR Energy Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of accepting
the Offer.
Further details in relation to APR Energy Shareholders in
overseas jurisdictions will be contained in the Offer Document.
3. Notice to US investors
The Offer is being made for securities of an English company and
APR Energy Shareholders in the United States should be aware that
this announcement, the Offer Document and any other documents
relating to the Offer have been or will be prepared in accordance
with the Code and UK disclosure requirements, format and style, all
of which differ from those in the United States. APR Energy's
financial statements, and all financial information that is
included in this announcement or that may be included in the Offer
Document (or incorporated by reference into this announcement), or
any other documents relating to the Offer, have been or will be
prepared in accordance with International Financial Reporting
Standards and may not be comparable to financial statements of
companies in the United States or other companies whose financial
statements are prepared in accordance with US generally accepted
accounting principles.
The Offer will be made in the United States pursuant to
applicable US tender offer rules and securities laws and otherwise
in accordance with the requirements of English law, the Code, the
UK Panel, the London Stock Exchange and the Financial Conduct
Authority. Accordingly, the Offer will be subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under United
States domestic tender offer procedures and law.
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