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RNS Number : 4324B
Achilles Netherlands Holdings B.V.
17 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
17 February 2011
OFFER
by
ACHILLES NETHERLANDS HOLDINGS B.V. ("ACHILLES")
for
BRIT INSURANCE HOLDINGS N.V. ("BRIT INSURANCE")
Offer Declared Unconditional as to Acceptances 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").
Offer declared unconditional as to acceptances
Achilles is pleased to announce that it has reduced the number
of acceptances required to fulfil the acceptance condition (set out
in paragraph 1 of Part A of Appendix IV (Conditions and Further
Terms of the Offer) to the Offer Document) from 95 per cent. of the
Diluted Share Capital to 80 per cent. of the existing issued share
capital and is therefore treating such acceptance condition as
satisfied. Accordingly, Achilles is pleased to declare the Offer to
be unconditional as to acceptances. Withdrawal rights in relation
to any acceptances of the Offer have ceased to be available.
The Offer must become or be declared wholly unconditional on or
before 10 March 2011, failing which it will lapse (unless the Panel
otherwise agrees).
Delisting
As set out in the Offer Document, if the Offer becomes or is
declared unconditional in all respects and as Achilles has now
received acceptances representing more than 75 per cent. of the
existing issued share capital of Brit Insurance, 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
In accordance with Rule 31.4 of the Takeover Code, the Offer,
which remains subject to the terms and conditions set out in the
Offer Document, is being extended and will remain open for
acceptance until the next closing date which will be 1.00 p.m.
(London time) on 5 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 4 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 3 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 5 March 2011.
Level of acceptances
As at 1:00 p.m. (London time) on 17 February 2011 Achilles had
received valid acceptances of the Offer in respect of 64,305,743
Brit Insurance Shares and/or Brit Insurance DIs representing
approximately 81.23 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.
Brit Insurance Shareholders who have not yet accepted the Offer
are urged to do so as soon as possible. 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.
Interests in Brit Insurance Shares
On 11 February 2011, or, in the case of Citigroup Global Markets
Limited, 10 February 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: +44 (0)207 417 8989
Peter Rigby Tel: +44 (0) 7803 851 426
Rubenstein Associates, for Apollo Tel: +1 (212) 843 8590
Charles Zehren Tel: +44 (0)207 404 5959
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-disclai
mer100610) by no later than 12 noon (London time) on 18 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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