TIDMAPR
RNS Number : 1108M
Fairfax Financial Holdings Limited
18 January 2016
18 January 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, INTO OR FROM ANY STATE OR JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
RECOMMENDED CASH OFFER
by
Apple Bidco Limited ("Bidco")
an entity jointly controlled by
Fairfax Financial Holdings Limited,
ACON Equity Management, LLC and
Albright Capital Management LLC
for
APR Energy plc ("APR Energy")
1. Offer
On 26 October 2015, the Board of Bidco and the Independent APR
Energy Directors announced the terms of a recommended cash offer
(the "Offer") for the acquisition of the entire issued and to be
issued ordinary share capital of APR Energy (the "APR Energy
Shares"), other than the Committed APR Energy Shares. The offer
document relating to the Offer was posted to APR Energy
Shareholders on 23 November 2015 (the "Offer Document").
On 5 January 2016, Bidco announced that the Offer was declared
unconditional in all respects.
Bidco has now received valid acceptances in respect of
59,788,227 APR Energy Shares, representing approximately 95.95 per
cent. of the shares to which the Offer relates.
2. Compulsory acquisition of APR Energy Shares
Bidco has therefore now acquired or unconditionally contracted
to acquire not less than 90 per cent. of the APR Energy Shares by
nominal value and voting rights attaching to such shares to which
the Offer relates.
Further to its intention to implement the compulsory acquisition
procedure under Chapter 3 of Part 28 of the Act, as set out in the
Offer Document, Bidco announces the despatch today of formal
compulsory acquisition notices under Sections 979 and 980 of the
Act (the "Compulsory Acquisition Notices") to APR Energy
Shareholders who have not yet validly accepted the Offer. These
notices set out Bidco's intention to apply the provisions of
Section 979 of the Act to acquire compulsorily any remaining APR
Energy Shares in respect of which the Offer has not been accepted
on the same terms as the Offer.
Unless any of the APR Energy Shareholders who have not to date
validly accepted the Offer and who do not accept the Offer before
Bidco decides to close the Offer (of which not less than 14 days'
notice will be provided) apply to the court and the court orders
otherwise, on the expiry of six weeks from the date of the
Compulsory Acquisition Notices, being 29 February 2016, the APR
Energy Shares held by those APR Energy Shareholders who have not
accepted the Offer will be acquired compulsorily by Bidco on the
same terms as the Offer. The consideration to which those APR
Energy Shareholders will be entitled will be held by APR Energy as
trustee on behalf of those APR Energy Shareholders who have not
accepted the Offer and they will be requested to claim their
consideration by writing to Capita Asset Services, Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU
at the end of the six week period.
3. Further acceptances of the Offer
The Offer will remain open for acceptance until further
notice.
APR Energy Shareholders who wish to accept the Offer and who
have not done so and hold their APR Energy Shares in certificated
form, should return their completed Form of Acceptance along with
their share certificate(s) by post (or by hand during normal
business hours only) to the Receiving Agent at Capita Asset
Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU. Further details on the procedures for
acceptance of the Offer if you hold any of your APR Energy Shares
in certificated form are set out in paragraph 16(a) of Part II of
the Offer Document, Part C of Appendix I of the Offer Document and
in the accompanying Form of Acceptance.
If you hold your APR Energy Shares, or any of them, in
uncertificated form (that is, in CREST), to accept the Offer in
respect of those APR Energy Shares, you should follow the procedure
for Electronic Acceptance through CREST so that the TTE instruction
settles as soon as possible. Further details on the procedures for
acceptance of the Offer if you hold any of your APR Energy Shares
in uncertificated form are set out in paragraph 16(b) of Part II of
the Offer Document and in Part D of Appendix I to the Offer
Document. If you hold your APR Energy Shares as a CREST sponsored
member, you should refer acceptance of the Offer to your CREST
sponsor as only your CREST sponsor will be able to send the
necessary TTE instruction to Euroclear.
An APR Energy Shareholder who has any questions relating to the
Offer, or who is in any doubt as to how to complete the Form of
Acceptance should contact Capita Asset Services between 9.00 a.m.
and 5.30 p.m. Monday to Friday excluding public holidays in England
and Wales on 0371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls from outside the
UK will be charged at applicable international rates. Please note
that Capita Asset Services cannot provide any financial, legal or
tax advice and calls may be recorded and monitored for security and
training purposes.
Full details on how to accept the Offer are set out in the Offer
Document, a copy of which is available on Fairfax's website at
http://www.fairfax.ca/Investors/APR-Offer and APR Energy's website
at http://www.aprenergy.com/offer-apr-energy-plc.
4. Further information
Copies of the Offer Document and the Forms of Acceptance are
available (during normal business hours only) from Capita Asset
Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU.
Defined terms used but not defined in this announcement have the
meanings set out in the Offer Document as published on 23 November
2015.
The percentages of APR Energy Shares referred to in this
announcement are based upon a figure of 94,251,622 APR Energy
Shares in issue on 23 October 2015.
Enquiries:
Ondra Partners (financial adviser +44 (0) 20 7082
to Bidco, Fairfax, ACON and ACM) 8750
Robert Hingley
Cassandre Danoux
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.
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
(MORE TO FOLLOW) Dow Jones Newswires
January 18, 2016 02:00 ET (07:00 GMT)
Apr Energy (LSE:APR)
Historical Stock Chart
Von Sep 2024 bis Okt 2024
Apr Energy (LSE:APR)
Historical Stock Chart
Von Okt 2023 bis Okt 2024