Offer Declared Wholly Unconditional (5953C)

TIDMZZZZ TIDMBRE

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: [phone] 
  Peter Rigby                            Tel: [phone] 
 Rubenstein Associates, for Apollo      Tel: [phone] 
  Charles Zehren                         Tel: [phone] 
  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

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