Offer Update
July 05 2007 - 1:00PM
UK Regulatory
RNS Number:7649Z
Fin Acquisition Limited
05 July 2007
Not for release, publication or distribution, in whole or in part, in or into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
5 July 2007
Recommended Cash Acquisition
by FIN Acquisition Limited
a company formed at the direction of
private equity funds advised by Fortress Investment Group
of Alea Group Holdings (Bermuda) Ltd.
Offer unconditional in all respects
1. Offer unconditional in all respects
Following the announcement on 15 June 2007 that the Offer had become
unconditional as to acceptances, FIN Acquisition announces that it has received
formal notice from Alea's primary insurance regulators approving the change of
control contemplated by the Offer. Accordingly, FIN Acquisition announces that
all of the conditions to the Offer set out in the offer document dated 2 June
2007 (the "Offer Document") have either been satisfied or waived and that the
Offer has therefore become unconditional in all respects.
2. Levels of acceptances
As at 1.00 p.m. (London time)/ 8.00 a.m. (New York time) on 5 July 2007, FIN
Acquisition had received valid acceptances of the Offer in respect of a total of
115,712,558 Alea Shares, representing approximately 67 per cent. of the Alea
Shares in issue.
Further details of the acceptances of the Offer received by FIN Acquisition are
set out in the Appendix to this announcement.
3. Closing of Offer
The Offer, which remains subject to the further terms set out in Part B of
Appendix I to the Offer Document, will be closed to further acceptances on 20
July 2007. FIN Acquisition urges Alea Shareholders who have not accepted the
Offer to do so. The procedure for acceptance of the Offer is set out in the
Offer Document, as referred to in paragraph 4 below.
4. Accepting the Offer
Alea Shareholders who hold their Alea Shares in certificated form who wish to
accept the Offer and have not done so should complete their Form(s) of
Acceptance and return it/them by post or by hand (during normal business hours
only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU, United Kingdom as soon as possible, by following the
procedure set out in paragraph 15(a) of Part 2 of the Offer Document.
Holders of Depositary Interests who wish to accept the Offer and have not done
so should make their acceptance electronically through CREST so that the TTE
instruction settles as soon as possible by following the procedure set out in
paragraph 15(b) of Part 2 of the Offer Document. Alea Shareholders who are CREST
Sponsored Members should refer to their CREST Sponsor before taking any action
as only their CREST Sponsor will be able to send the necessary TTE instruction
to CRESTCo in relation to their Depositary Interests.
Copies of the Offer Document and additional Forms of Acceptance are available
from Capita Registrars by telephone on 0870 162 3121, or +44 20 8639 3399 if
calling from outside the UK, or by post at The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU, United Kingdom.
5. Settlement
Settlement of the consideration to which Alea Shareholders who have accepted the
Offer are entitled under the Offer will be effected as set out below:
(a) in the case of acceptances received complete in all respects
by today, within 14 calendar days of today; or
(b) in the case of acceptances received complete in all respects
after today, within 14 calendar days of such receipt.
Terms defined in the Offer Document have the same meanings where used in this
announcement.
Enquiries
MJ2 Business Communications
(Public relations adviser to Fortress Investment Group and FIN Acquisition)
Tim McCall +44 (0) 20 7491 7784
Lazard +44 (0)20 7187 2000
(Financial adviser to Fortress Fund IV GP L.P., an Affiliate of Fortress
Investment Group, and FIN Acquisition)
Jon Hack
George Potter
Appendix
Additional details on Acceptances
As at 1.00 p.m. (London time)/ 8.00 a.m. (New York time) on 5 July 2007, FIN
Acquisition had received valid acceptances of the Offer in respect of a total of
115,712,558 Alea Shares, representing approximately 67 per cent. of the Alea
Shares in issue.
Prior to the announcement of the Acquisition on 4 April 2007, FIN Acquisition
had received irrevocable undertakings in respect of 95,536,945 Alea Shares
representing, in aggregate, approximately 55 per cent. of Alea's issued share
capital, to accept the Offer. FIN Acquisition has received valid acceptances in
respect of all the Alea Shares which are the subject of these irrevocable
undertakings.
10,083,500 Alea Shares, representing approximately 6 per cent. of Alea's issued
share capital, were purchased by Fortress Fund IV (Fund A) LP, an Affiliate of
FIN Acquisition, on 15 May 2007. These Alea Shares were assented to the Offer
and are included in the figures for acceptances of the Offer received by FIN
Acquisition set out in this announcement.
Lazard, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting as financial adviser to Fortress Fund IV GP L.P.,
an Affiliate of Fortress Investment Group, and FIN Acquisition and no one else
in connection with the Offer and will not be responsible to anyone other than
Fortress Fund IV GP L.P. and FIN Acquisition for providing the protections
afforded to customers of Lazard nor for providing advice in relation to the
Offer.
The availability of the Offer or the distribution of this announcement to
persons who are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are located. Persons who are not so
resident should inform themselves of, and observe, any applicable requirements.
This announcement has been prepared for the purposes of complying with English
law and the Code and 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 of England.
This announcement is not intended to and does not constitute or form part of an
offer to sell or an invitation to purchase or subscribe for any securities or
the solicitation of an offer to buy or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction. Any response in
relation to the Offer should be made only on the basis of the information
contained in the Circular or the Offer Document. Alea Shareholders are advised
to read carefully the Circular and the Offer Document.
Unless otherwise determined by FIN Acquisition, the Offer is not being, and will
not be, made, directly or indirectly, in or into or by the use of the mails of,
or by any means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or e-mail) of interstate or foreign commerce of,
or by any facilities of a national securities exchange of, Japan or any
jurisdiction where to do so would violate the laws of that jurisdiction and will
not be capable of acceptance by any such use, means, instrumentality or facility
or from within Japan or any such jurisdiction. Accordingly copies of the Offer
Document, the Form of Acceptance and/or any related document are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from Japan or any such jurisdiction, and persons receiving
the Offer Document, the Form of Acceptance and/or any related document
(including, without limitation, custodians, nominees and trustees) must not mail
or otherwise distribute or send them in, into or from such jurisdiction as doing
so may invalidate any purported acceptance of the Offer. Any person (including,
without limitation, any custodian, nominee or trustee) who would, or otherwise
intends to, or who may have a contractual or legal obligation to forward the
Offer Document, the Form of Acceptance and/or any related document to any
jurisdiction outside the United Kingdom and the United States should inform
himself of, and observe, any applicable legal or regulatory requirements of that
jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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