Fairfax Financial Holdings Limited Memorandum of Understanding with OMERS (2282K)

TIDMBRIT

RNS Number : 2282K

Fairfax Financial Holdings Limited

15 April 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

15 April 2015

Recommended Cash Offer for Brit plc ("Brit") by FFHL Group Ltd. ("FGL"), an entity wholly-owned by Fairfax Financial Holdings Limited ("Fairfax")

Memorandum of Understanding with Ontario Municipal Employees Retirement System ("OMERS")

On 17 February 2015, the boards of Fairfax and Brit announced that they had reached agreement regarding the terms of a recommended cash offer ("Offer") by FGL, an entity wholly-owned by Fairfax, for the entire issued and to be issued share capital of Brit. On 23 March 2015, FGL announced that the Offer had become unconditional as to acceptances.

FGL announces that it has entered into a non-binding Memorandum of Understanding ("MoU") with OMERS to sell up to 29.9% of Brit at a price of USD4.30 per share, which is equivalent to the Cash Amount under the Offer based on the exchange rate on 17 February 2015. The MoU also includes certain provisions in relation to dividend policy, pre-emption rights, exit provisions and governance arrangements. The sale to OMERS would not be effective until after the agreement of definitive transaction documents, the receipt of appropriate regulatory clearances and the Offer becoming or being declared wholly unconditional.

OMERS does not hold any interest in Brit shares.

Terms and expressions used in this announcement shall, unless the context requires otherwise, have the same meanings given to them in the Offer Document, a copy of which is available at www.fairfax.ca/britoffer.

Enquiries:

Fairfax

Paul Rivett, President +1 (416) 367 4941

   1.             About Fairfax

Fairfax Financial Holdings Limited is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management. Fairfax was founded in 1985 by the present Chairman and Chief Executive Officer, Prem Watsa. Fairfax has been under present management since 1985 and is headquartered in Toronto, Canada. Its common shares are listed on the Toronto Stock Exchange under the symbol FFH and in U.S. dollars under the symbol FFH.U.

   2.             About OMERS

OMERS is one of Canada's largest pension funds, with CAD72.0 billion in net assets and an AAA credit rating. OMERS is focused on providing secure and sustainable pensions to more than 450,000 members. OMERS invests in public and private assets, including publicly-traded equities, fixed income and inflation-linked securities, commodities, infrastructure, private equity and real estate. For more information, please visit www.omers.com.

   3.             Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

   4.             Other

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction.

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This information is provided by RNS

The company news service from the London Stock Exchange

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