FSA and Lloyd's approval and Offer Update (2975B)

TIDMZZZZ TIDMBRE

RNS Number : 2975B

Achilles Netherlands Holdings B.V.

15 February 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

15 February 2011

OFFER

ACHILLES NETHERLANDS HOLDINGS B.V. ("ACHILLES")

for

BRIT INSURANCE HOLDINGS N.V. ("BRIT INSURANCE")

FSA and Lloyd's approval and Offer Update

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").

FSA and Lloyd's Clearance

Achilles announces that the FSA has today given formal notice of its approval in respect of the acquisitions of control over the relevant members of the Brit Insurance Group which would result from the implementation of the Offer. In addition, Lloyd's approval has been granted. Accordingly, Achilles is pleased to announce that the Conditions relating to the approval of the FSA and Lloyd's have been satisfied.

Timetable

In accordance with the announcement made by Achilles on 20 January 2011 relating to the extension of the Offer timetable, Achilles confirms that the latest time at which the Offer may become or be declared unconditional as to acceptances in accordance with the Takeover Code ("Day 60") will be 1.00 p.m. on 2 March, 2011.

Acceptance Condition

Achilles reserves the right to reduce the percentage required to satisfy the Acceptance Condition (set out in paragraph 1 of Part A of Appendix IV (Conditions and Further Terms to the Offer) to the Offer Document) from 95 per cent. to such lesser percentage as Achilles may decide in accordance with Rule 10 of the Takeover Code.

Delisting

As set out in the Offer Document, if the Offer becomes or is declared unconditional in all respects and Achilles has received sufficient acceptances of the Offer, Achilles intends to procure that Brit Insurance makes applications to cancel the admission to trading of Brit Insurance DIs and Brit Insurance Shares on the London Stock Exchange's market for listed securities and to cancel the admission to listing of such securities on the UKLA's Official List as soon as possible.

Squeeze-Out

As set out in the Offer Document, following the Offer becoming or being declared unconditional in all respects, 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

Pursuant to the announcement made by Achilles on 14 February 2011, the Offer, which remains subject to the terms and conditions set out in the Offer Document, has been extended and will remain open for acceptance until the next closing date, which will be 1.00 p.m. (London time) on 19 February 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 18 February 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 17 February 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 19 February 2011.

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       Tel: +44 (0)207 417 8989 
  Brit Insurance              Tel: +44 (0) 7803 851 
  Peter Rigby                 426 
 Rubenstein Associates,      Tel: +1 (212) 843 8590 
  for Apollo                  Tel: +44 (0)207 404 5959 
  Charles Zehren 
  Brunswick Group, for CVC 
  Carole Cable

Further information

Achilles is a company formed to make the offer for the purposes 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 vestor.britinsurance.com/phoenix.zhtml?c=133807&p=irol-disclaimer100610) by no later than 12 noon (London time) on 16 February 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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