Achilles Netherlands Holdings B.V.
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
24 March 2011
ACHILLES NETHERLANDS HOLDINGS B.V. ("ACHILLES")
BRIT INSURANCE HOLDINGS N.V. ("BRIT INSURANCE")
Squeeze-Out and Extension of Offer
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 9 March 2011, Achilles announced that the Offer had been declared wholly unconditional.
As at 1.00 p.m. (London time) on 23 March 2011, Achilles has received valid acceptances of the Offer in respect of 78,657,361 Brit Insurance Shares and/or Brit Insurance DIs representing approximately 97.86 per cent. of the Diluted Share Capital of Brit Insurance.
As sufficient acceptances of the Offer have now been received, Achilles intends to acquire any and all of the remaining Brit Insurance Shares by means of squeeze-out proceedings (uitkoopprocedure) in accordance with article 2:92a or 2:201a of the Dutch Civil Code or takeover buy-out proceedings in accordance with article 2:359c of the Dutch Civil Code.
Extension of Offer
The Offer is being extended and will remain open for acceptance until the next closing date, which will be 1.00 p.m. (London time) on 8 April 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 7 April 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 6 April 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 8 April 2011.
Level of acceptances
As at 1.00 p.m. (London time) on 23 March 2011, being the most recent closing date of the Offer, Achilles had received valid acceptances of the Offer in respect of 78,657,361 Brit Insurance Shares and/or Brit Insurance DIs representing approximately 97.86 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 and in any event by 1.00 p.m. (London time) on 8 April 2011. Full details of how to accept the Offer are set out in the Offer Document, a copy of which is available at:
Interests in Brit Insurance Shares
On 23 March 2011, or, in the case of Citigroup Global Markets Limited and Merrill Lynch International (BofA Merrill Lynch) a subsidiary of Bank of America Corporation, 22 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.
Haggie Financial, for Brit Insurance
Tel: +44 (0)207 417 8989
Tel: +44 (0) 7803 851 426
Rubenstein Associates, for Apollo
Brunswick Group, for CVC
Tel: +1 (212) 843 8590
Tel: +44 (0)207 404 5959
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 25 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.