Fairfax Financial Holdings Limited Compulsory Acqn of Shares - APR Energy PLC (1108M)

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   [phone] 
 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 

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January 18, 2016 02:00 ET (07:00 GMT)