Fairfax Financial Holdings Limited Offer for APR Energy PLC Declared Unconditional (8217K)

TIDMAPRA

RNS Number : 8217K

Fairfax Financial Holdings Limited

05 January 2016

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

5 January 2016

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")

Offer declared Unconditional in All Respects and Commencement of Delisting

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"). The full terms and conditions and the procedures for acceptance of the Offer are set out in the offer document which was published and sent to APR Energy Shareholders on 23 November 2015 (the "Offer Document").

Level of acceptances and interests in APR Energy Shares

As at 1.00 p.m. (London time) on 4 January 2016, being the First Closing Date of the Offer, Bidco had received valid acceptances of the Offer in respect of 42,714,978 APR Energy Shares, representing approximately 68.6 per cent. of the APR Energy Shares to which the Offer relates and of the voting rights attached to those shares, which Bidco may count towards satisfaction of the Acceptance Condition to the Offer. 2,429,512 of these acceptances relate to APR Energy Shares (which are not Committed APR Energy Shares) held by JCLA Cayman Limited, which is acting in concert with Bidco. A further 16,244,903 of these acceptances have been received in respect of APR Energy Shares which were subject to irrevocable undertakings received by Bidco (representing approximately 17.2 per cent. of the existing issued share capital of APR Energy and approximately 26.1 per cent. of the APR Energy Shares to which the Offer relates).

The interests in APR Energy Shares held by the persons acting in concert with Bidco (stated below), taken together with the valid acceptances of the Offer Bidco has received in respect of approximately 69 per cent. of the APR Energy Shares to which the Offer relates and of the voting rights attached to those shares means that Bidco will hold at least 79 per cent. of the existing issued share capital of APR Energy after the Offer is no longer capable of acceptance.

As at 1.00 p.m. (London time) on 4 January 2016 (being the First Closing Date), the following persons acting in concert with Bidco had an interest in, a right to subscribe for or a short position in APR Energy Shares. The nature of the interests or rights concerned and number of APR Energy Shares to which these apply are listed below:

 
Name                           Nature of interest     Number of APR   Percentage of 
                                or rights concerned    Energy Shares   issued share 
                                                                       capital of APR 
                                                                       Energy held 
Wider Fairfax Group 
United States Fire Insurance 
 Company                       Legal owner                 3,603,499             3.82 
Zenith Insurance Company       Legal owner                 3,075,500             3.26 
Riverstone Corporate Capital 
 Limited                       Legal owner                 2,571,370             2.73 
First Capital Insurance 
 Limited                       Legal owner                 2,082,700             2.21 
Advent Capital (Holdings) 
 Limited                       Legal owner                   303,700             0.32 
Odyssey Reinsurance Company    Legal owner                 3,437,950             3.65 
Newline Corporate Name 
 Limited                       Legal owner                 2,174,000             2.31 
Wider ACM Group 
ACM Energy Holdings I 
 Ltd., a directly wholly 
 owned subsidiary of ACM 
 Emerging Markets Master 
 Fund I, L.P.                  Legal owner                10,073,820            10.69 
Management and JCLA 
JCLA                           Legal owner                 6,941,463             7.36 
Laurence Anderson              Legal owner                    10,000             0.01 
Lee Munro                      Legal owner                   170,784             0.18 
 

Save as set out above, on 4 January 2016 (being the First Closing Date), neither Bidco nor any person acting in concert with it, is interested in, has any rights to subscribe for any relevant securities of APR Energy 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 APR Energy. 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 APR Energy and any borrowing or lending of any relevant securities of APR Energy which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of APR Energy.

Offer declared unconditional in all respects

Bidco and the Joint Bidders are delighted with the approval of the Management Arrangements at the General Meeting yesterday and with the success of the Offer thus far and have decided to reduce the percentage of shares required to satisfy the Acceptance Condition to 50 per cent, and therefore declare that the Acceptance Condition is satisfied. As all other conditions relating to the Offer set out in the Offer Document have now also been satisfied or waived, Bidco and the Joint Bidders are pleased to announce that the Offer is hereby declared unconditional in all respects.

APR Energy Shareholders who have not yet accepted the Offer are encouraged to do so without delay. Further details of how to accept the Offer are set out below.

Delisting and Recapitalisation Funding

As the Offer has been declared unconditional in all respects, Bidco hereby gives notice that it has requested that the board of APR Energy (subject to its fiduciary duties) take all necessary steps to effect the cancellation of (i) the listing of the APR Energy Shares on the standard listing segment of the Official List of the UK Listing Authority, and (ii) their admission to trading on the London Stock Exchange's main market for listed securities.

Delisting, if it occurs, will significantly reduce the liquidity and marketability of any APR Energy Shares not assented to the Offer.

In addition, as set out in the Offer Document, the Amendment and Waiver Agreement with the Company's Lenders is conditional on the provision by the Joint Bidders of the Recapitalisation Funding within 31 Business Days of the Offer becoming or being declared unconditional in all respects. Bidco intends to propose that the Recapitalisation Funding will be financed by way of a share placing by APR Energy to Bidco, which may or may not be dilutive for any remaining APR Energy Shareholders.

Further acceptances of the Offer

The Offer will remain open for acceptance until further notice. Not less than 14 days' notice will be given of the final closing of the Offer. If you do not accept the Offer before such time, you will remain a minority shareholder of a company that will be controlled by Bidco and which may, at that point, have been re-registered as a private limited company.

If you hold your APR Energy Shares, or any of them in certificated form (that is, NOT in CREST), you should return your signed and completed Form of Acceptance along with your valid share certificate(s) and/or any other relevant documents of title, to the Receiving Agent by post or by hand (during normal business hours only) at Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU as soon as possible. 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 to the Offer Document and in the 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 APR Energy 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. (London time) 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 outside the United Kingdom will be charged at the applicable international rate. 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.

(MORE TO FOLLOW) Dow Jones Newswires

January 05, 2016 02:00 ET (07:00 GMT)

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 on APR Energy's website at http://www.aprenergy.com/offer-apr-energy-plc.

Settlement of the Offer

Settlement of consideration to which any accepting APR Energy Shareholder is entitled under the Offer will be despatched as follows: (i) in the case of acceptances which have been received and are valid and complete in all respects on the date of this announcement, promptly and in any event within 4 Business Days of such date; or (ii) in the case of acceptances which are valid and complete in all respects and received after the date of this announcement but while the Offer remains open for acceptance, promptly and in any event within 4 Business Days of such receipt, in each case in the manner described in the Offer.

Shareholders agreement

On 5 January 2016, Bidco and the Joint Bidders entered into a shareholders agreement in relation to the operation of Bidco. This document will be available on Fairfax's website at http://www.fairfax.ca/Investors/APR-Offer. 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.

"This is a significant milestone in the evolution of APR Energy," said Executive Chairman of APR Energy, John Campion. "We are pleased to be working alongside a group that truly understands our business and our market - and that shares our longer-term vision. With the stability of ownership and deleveraged balance sheet that the Joint Bidders bring, we believe that APR will again be able to focus on long-term value creation. Their significant investment reflects a strong belief in our business, market and management, and we expect them to be great partners as we grow the Company and serve our global customers."

 
Enquiries: 
Ondra Partners (financial adviser to Bidco, 
 Fairfax, ACON and ACM)                       [phone] 
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.

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.

Neither the United States Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer or passed any opinion upon the adequacy or completeness of this announcement or the Offer Document. It may be difficult for US holders of APR Energy securities to enforce their rights under and any claim arising out of the US federal securities laws, since Fairfax, Bidco and APR Energy are located outside of the United States, and some or all of their officers and directors may be resident outside of the United States.

   4.             Disclosure requirements of the Code 

(MORE TO FOLLOW) Dow Jones Newswires

January 05, 2016 02:00 ET (07:00 GMT)