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RNS Number : 5953C
Achilles Netherlands Holdings B.V.
09 March 2011
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 THAT
JURISDICTION
For Immediate Release
9 March 2011
OFFER
by
ACHILLES NETHERLANDS HOLDINGS B.V. ("ACHILLES")
for
BRIT INSURANCE HOLDINGS N.V. ("BRIT INSURANCE")
Offer Declared Wholly Unconditional and Delisting
Introduction
On 26 October 2010, the board of Achilles and the Independent
Directors of Brit Insurance announced that they had agreed the
terms of a recommended cash offer to be made by Achilles to acquire
the entire issued and to be issued share capital of Brit Insurance
(the "Offer"). The full terms and conditions of the Offer and the
procedures for acceptance were set out in the offer document issued
by Achilles on 23 November 2010 (the "Offer Document").
On 17 February 2011, Achilles announced that the Offer had been
declared unconditional as to acceptances.
Offer Declared Wholly Unconditional
As all conditions relating to the Offer set out in the Offer
Document have now been satisfied or waived, Achilles is pleased to
announce that it has declared the Offer to be wholly unconditional.
Accordingly, cash consideration (including the CVP of GBP0.25 in
cash per Brit Insurance Share or Brit Insurance DI, as described
below) will be paid within 14 days of the date of this announcement
to those accepting Brit Insurance Shareholders whose valid
acceptances have already been received. Payment of cash
consideration (including the CVP of GBP0.25 in cash per Brit
Insurance Share or Brit Insurance DI, as described below) in
respect of valid acceptances received after the date of this
announcement will be made within 14 days after receipt of each such
acceptance.
The Offer is being extended until 1.00 p.m. (London time) on 23
March 2011. Brit Insurance Shareholders who have not yet accepted
the Offer are encouraged to do so without delay and in any event by
1.00 p.m. (London time) on 23 March 2011. Full details of how to
accept the Offer are set out in the Offer Document, a copy of which
is available at:
http://investor.britinsurance.com/phoenix.zhtml?c=133807&p=irol-disclaim
er100610. Further details relating to the extension of the offer
are set out below.
Contingent Value Payment
As announced by Brit Insurance on 25 February 2011, the
Pro-forma 2010 Year End NTAV Per Share was agreed as GBP11.21,
resulting in the full CVP of GBP0.25 per Brit Insurance Share or
Brit Insurance DI being payable.
The CVP will therefore be paid to Brit Insurance Shareholders at
the same time as the Initial Cash Consideration, as set out
above.
Delisting
As Achilles is in receipt of valid acceptances in respect of
more than 75 per cent. of the existing issued share capital of Brit
Insurance and the Offer has been declared unconditional, the 20
Business Days' notice period for the cancellation of the admission
to trading of Brit Insurance DIs and Brit Insurance Shares on the
London Stock Exchange's market for listed securities and the
admission to listing of such securities on the UKLA's Official List
has commenced. It is anticipated that cancellation of listing and
trading will take effect no earlier than 8.00 a.m. (London time) on
7 April 2011.
Delisting will significantly reduce the liquidity and
marketability of any Brit Insurance Shares and/or Brit Insurance's
DIs not assented to the Offer.
Squeeze-Out
As set out in the Offer Document, Achilles reserves the right to
use, propose and implement (or cause to be implemented) any legally
permitted measures to acquire any and all of the Brit Insurance
Shares and/or Brit Insurance DIs not already acquired by Achilles,
to the extent permitted under Dutch law. Further details of these
measures are set out in paragraph 16 of the letter from Achilles in
the Offer Document.
Extension of Offer
The Offer is being extended and will remain open for acceptance
until 1.00 p.m. (London time) on 23 March 2011.
Brit Insurance Shareholders who have not yet accepted the Offer
are urged to do so by the following deadlines:
-- If you are a Direct DI Holder (i.e. you hold your Brit
Insurance DIs directly and not through the CSN Service), your
acceptance should be made so that the TTE Instruction settles no
later than 1.00 p.m. (London time) on 22 March 2011.
-- If you are a CSN Holder (i.e. you hold your Brit Insurance
DIs indirectly through the CSN Service), you should complete and
return the CSN Acceptance Form, which accompanied the Offer
Document, by no later than 1.00 p.m. (London time) on 21 March 2011
in order to allow sufficient time for your Corporate Sponsored
Nominee to make an Electronic Acceptance on your behalf.
-- If you hold your Brit Insurance Shares directly in Registered
Form, you should complete and return the Registered Holder
Acceptance Form, which accompanied the Offer Document, by no later
than 1.00 p.m. (London time) on 23 March 2011.
Level of acceptances
As at 1.00 p.m. (London time) on 5 March 2011, being the most
recent closing date of the Offer, Achilles had received valid
acceptances of the Offer in respect of 68,922,677 Brit Insurance
Shares and/or Brit Insurance DIs representing approximately 87.06
per cent. of the existing issued share capital of Brit Insurance,
which Achilles may count towards the satisfaction of the Acceptance
Condition to the Offer. So far as Achilles is aware, none of these
acceptances have been received from persons acting in concert with
Achilles. Of these acceptances, acceptances have been received in
respect of 423,117 Brit Insurance Shares (representing
approximately 0.53 per cent. of the existing issued share capital
of Brit Insurance) which were subject to an irrevocable commitment
procured by Achilles.
Interests in Brit Insurance Shares
On 4 March 2011, or, in the case of Citigroup Global Markets
Limited, 3 March 2011, (being the latest practicable date prior to
the publication of this announcement), neither Achilles, nor any
person acting in concert with Achilles, is interested in, has any
rights to subscribe for any relevant securities of Brit Insurance
nor does any such person have any short position (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative or any arrangement
in relation to any relevant securities of Brit Insurance. For these
purposes, "arrangement" includes any agreement to sell or any
delivery obligation or right to require another person to purchase
or take delivery of any relevant securities of Brit Insurance and
any borrowing or lending of any relevant securities of Brit
Insurance which have not been on-lent or sold and any outstanding
irrevocable commitment or letter of intent with respect to any
relevant securities of Brit Insurance.
Other than as expressly set out in this announcement,
capitalised terms used in this announcement shall have the meaning
given to them in the Offer Document.
Enquiries
Haggie Financial, for Brit Insurance Tel: +44 (0)207 417 8989
Peter Rigby Tel: +44 (0) 7803 851 426
Rubenstein Associates, for Apollo Tel: +1 (212) 843 8590
Charles Zehren Tel: +44 (0)207 404 5959
Brunswick Group, for CVC
Carole Cable
Further information
Achilles is a company formed on behalf of funds managed by
Apollo Management VII, L.P. and funds advised by CVC Capital
Partners Limited.
This announcement will be available on Brit Insurance's
website(http://investor.britinsurance.com/phoenix.zhtml?c=133807&p=irol-
disclaimer100610) by no later than 12 noon (London time) on 10
March 2011.
This announcement does not constitute, and must not be construed
as, an offer to sell or an invitation to purchase or subscribe for
any securities or the solicitation of an offer to purchase or
subscribe for any securities, pursuant to the Offer or otherwise.
The full terms and conditions of the Offer, including details of
how the Offer may be accepted, are set out in the Offer
Document.
The release, publication or distribution of this announcement in
certain jurisdictions may be affected by the laws of relevant
jurisdictions. Persons who are subject to the laws of any
jurisdiction other than the United Kingdom or the Netherlands or
are not resident in the United Kingdom or the Netherlands will need
to inform themselves about, and observe, any applicable
requirements. This announcement has been prepared for the purpose
of complying with English and Dutch law and the information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside the
United Kingdom and the Netherlands.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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