Takeover Offers
NOTICE OF RECOMMENDED CASH OFFER
BY
APPLE BIDCO LIMITED, AN ENTITY JOINTLY CONTROLLED BY FAIRFAX FINANCIAL HOLDINGS LIMITED, ACON EQUITY MANAGEMENT, LLC AND ALBRIGHT CAPITAL MANAGEMENT LLC
FOR
APR ENERGY PLC PURSUANT TO SECTION 978(1)(C)(II) OF THE COMPANIES ACT 2006
Notice is hereby given in accordance with section 978(1)(c)(ii) of the Companies Act 2006 that a recommended cash offer (the “Offer”) has been made by Apple Bidco Limited, an entity jointly controlled by Fairfax Financial Holdings Limited, ACON Equity Management, LLC and Albright Capital Management LLC, to acquire all the issued and to be issued ordinary share capital of APR Energy plc (“APR Energy”), other than the Committed APR Energy Shares. Under the Offer, APR Energy Shareholders are entitled to receive 175 pence in cash for each ordinary share in APR Energy that they hold.
The offer document, containing the terms and conditions of the Offer and the procedures for acceptance (the “Offer Document”) was dated, published and posted to APR Energy Shareholders on 23 November 2015.
The Offer Document may be inspected, and copies thereof may be obtained, during normal office hours at the offices of Capita Asset Services at Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. The Offer Document may also be viewed on Fairfax’s website at http://www.fairfax.ca/Investors/APR-Offer and on APR Energy’s website at http://www.aprenergy.com/offer-apr-energy-plc.
This notice 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 Offer is being made solely by the Offer Document and, in the case of APR Energy Shareholders holding APR Energy Shares in certificated form, the Form of Acceptance, which contains the full terms and conditions of the Offer. APR Energy Shareholders should read the Offer Document and, in the case of APR Energy Shareholders holding APR Energy Shares in certificated form, the Form of Acceptance as they contain important information. APR Energy Shareholders who accept the Offer may rely only on the Offer Document and, in the case of APR Energy Shareholders holding APR Energy Shares in certificated form, the Form of Acceptance, for all the terms and conditions of the Offer.
The Offer is not capable of acceptance from or within any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, persons reading this notice or receiving the Offer Document, the Form of Acceptance and any accompanying document (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation or who may otherwise intend to forward this notice, the Offer Document, the Form of Acceptance and any accompanying document must not mail or otherwise distribute or send them in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction, as doing so may invalidate any purported acceptance of the Offer. The availability of the Offer to APR Energy Shareholders who are not resident in the United Kingdom, or who are citizens, residents or nationals of jurisdictions outside the United Kingdom or who are nominees of, or custodians or trustees for, citizens, residents or nationals of other jurisdictions, may be prohibited or affected by the laws of the relevant jurisdictions in which they are citizens or of which they are residents or nationals. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.
Any APR Energy Shareholder who is in any doubt as to what action he/she should take should is recommended to seek his/her personal financial advice immediately from his/her stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if such person is taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000 or, if such person is in a territory outside the United Kingdom, from an appropriately authorised independent financial adviser.
The Offer is made in respect of all APR Energy Shares (other than the Committed APR Energy Shares) issued and unconditionally allotted, including APR Energy Shares held by persons to whom the Offer Document is not dispatched. The Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be dispatched. Any such persons may obtain a copy of the Offer Document and the Form of Acceptance by contacting the Receiving Agent, Capita Asset Services at Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by telephoning the Receiving Agent on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes
Terms defined in the Offer Document have the same meanings in this notice.
23 November 2015