Offer website. The following documents will be published on Fairfax's website (xxx.xxxxxxx.xx) and APR Energy's website (xxxx://xxx.xxxxxxxxx.xxx/offer-apr-energy-plc) in accordance with Rule 26.1 and 26.2 of the Code: the Joint Bidding Agreement; the BMO Commitment Letter; the confidentiality agreements described in section 19 above; the Cooperation Agreement; the Management Roll Over Agreement; the LA Rollover Agreement; the LM Rollover Agreement, and the irrevocable undertakings described in section 15 above. Enquiries: Ondra Partners (financial adviser to Bidco, Fairfax, ACON and ACM) Xxxxxx Xxxxxxx Xxxxxxxxx Xxxxxx +44 (0) 20 7082 8750 APR Energy Xxxxxxx Xxxxx (investors) Xxxx Xxxxxxx (media) +0 000 000 0000 +0 000 000 0000 +0 000 000 0000 Barclays (financial adviser to APR Energy) Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx +00 (0) 00 0000 0000 Numis (corporate broker to APR Energy) Xxx Xxxxx Xxxxxx Xxxxxxx +00 (0) 00 0000 0000 CNC (PR adviser to APR Energy) Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx +00 (0) 00 0000 0000 +00 (0) 0000 000 000 +00 (0) 0000 000 000 Further Information Ondra Partners, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Bidco, Fairfax, ACON and ACM and no one else in connection with the Offer and will not be responsible to anyone other than Bidco, Fairfax, ACON and ACM for providing the protections afforded to clients of Ondra Partners nor for providing advice in relation to the Offer or any other matter referred to in this announcement. Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for APR Energy and no one else in connection with the Offer and will not be responsible to anyone other than APR Energy for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Offer or any other matter referred to in this announcement. Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for APR Energy and no one else in connection with the matters described herein and will not be responsible to anyone other than APR Energy for providing the protections afforded to its clients or for providing advice in relation to the matters described herein. Xxxxxxxxx, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for APR Energy and no one else in connection with certain financial restructuring matters as described herein and will not be responsible to anyone other than APR Energy for providing the protections afforded to clients of Xxxxxxxxx nor for providing advice in relation to certain financial restructuring matters as described herein. 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, pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Offer in any jurisdiction in contravention of any applicable laws. Any decision or other response in respect of the Offer should be made only on the basis of information contained in the Offer Document, which will contain the full terms and conditions of the Offer, including how the Offer may be accepted. APR Energy Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched. This announcement does not constitute a prospectus or prospectus-equivalent document. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Overseas jurisdictions The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. The receipt of cash pursuant to the Offer by APR Energy Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each APR Energy Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer. Further details in relation to APR Energy Shareholders in overseas jurisdictions will be contained in the Offer Document.
Appears in 5 contracts
Samples: Agreement, Joint Bidding Agreement, Rollover Agreement
Offer website. The following documents will be published on Fairfax's website (xxx.xxxxxxx.xx) and APR Energy's website (xxxx://xxx.xxxxxxxxx.xxx/offer-apr-energy-plc) in accordance with Rule 26.1 and 26.2 of the Code: • the Joint Bidding Agreement; • the BMO Commitment Letter; • the confidentiality agreements described in section 19 above; • the Cooperation Agreement; • the Management Roll Over Agreement; • the LA Rollover Agreement; • the LM Rollover Agreement, and • the irrevocable undertakings described in section 15 above. Enquiries: Ondra Partners (financial adviser to Bidco, Fairfax, ACON and ACM) Xxxxxx Xxxxxxx Xxxxxxxxx Xxxxxx +44 (0) 20 7082 8750 APR Energy Xxxxxxx Xxxxx (investors) Xxxx Xxxxxxx (media) +0 000 000 0000 +0 000 000 0000 +0 000 000 0000 Barclays (financial adviser to APR Energy) Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx +00 (0) 00 0000 0000 Numis (corporate broker to APR Energy) Xxx Xxxxx Xxxxxx Xxxxxxx +00 (0) 00 0000 0000 CNC (PR adviser to APR Energy) Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx +00 (0) 00 0000 0000 +00 (0) 0000 000 000 +00 (0) 0000 000 000 Further Information Ondra Partners, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Bidco, Fairfax, ACON and ACM and no one else in connection with the Offer and will not be responsible to anyone other than Bidco, Fairfax, ACON and ACM for providing the protections afforded to clients of Ondra Partners nor for providing advice in relation to the Offer or any other matter referred to in this announcement. Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for APR Energy and no one else in connection with the Offer and will not be responsible to anyone other than APR Energy for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Offer or any other matter referred to in this announcement. Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for APR Energy and no one else in connection with the matters described herein and will not be responsible to anyone other than APR Energy for providing the protections afforded to its clients or for providing advice in relation to the matters described herein. Xxxxxxxxx, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for APR Energy and no one else in connection with certain financial restructuring matters as described herein and will not be responsible to anyone other than APR Energy for providing the protections afforded to clients of Xxxxxxxxx nor for providing advice in relation to certain financial restructuring matters as described herein. 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, pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Offer in any jurisdiction in contravention of any applicable laws. Any decision or other response in respect of the Offer should be made only on the basis of information contained in the Offer Document, which will contain the full terms and conditions of the Offer, including how the Offer may be accepted. APR Energy Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched. This announcement does not constitute a prospectus or prospectus-equivalent document. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Overseas jurisdictions The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. The receipt of cash pursuant to the Offer by APR Energy Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each APR Energy Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer. Further details in relation to APR Energy Shareholders in overseas jurisdictions will be contained in the Offer Document.
Appears in 2 contracts
Samples: Joint Bidding Agreement, Rollover Agreement
Offer website. The following documents will be published on Fairfax's ’s website (xxx.xxxxxxx.xxxxx.xxxxxxx.xx/xxxxxxxxx) and APR Energy's Brit’s website (xxxx://xxx.xxxxxxxxx.xxx/offer-apr-energy-plcxxx.xxxxxxxxxxxxx.xxx) in accordance with Rule 26.1 and 26.2 of the Code: the Joint Bidding irrevocable undertakings summarised in Appendix III to this announcement; the commitment letter with the Bank of Montreal; the Confidentiality Agreement; the BMO Commitment Letter; the confidentiality agreements described in section 19 above; the Cooperation Co-operation Agreement; the Management Roll Over Agreement; the LA Rollover Agreement; the LM Rollover Agreement, and the irrevocable undertakings described in section 15 abovearticles and by-laws of FGL. Enquiries: Ondra Partners Fairfax Xxxx Xxxxxx, President +0 (financial 000) 000 0000 RBC Capital Markets (Financial adviser to Bidco, Fairfax, ACON and ACM) Xxxxxx Xxxxxxx Xxxxxxxxx Xxxxxx +44 (0) 20 7082 8750 APR Energy Xxxxxxx Xxxxx (investors) Xxxx Xxxxxxx +00 (media) +0 000 000 0)00 0000 +0 000 000 0000 +0 000 000 0000 Barclays (financial adviser to APR Energy) Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxx Alexander Xxxxxx Xxxxxx Frowde Xxxxxx Xxxxxxx (Corporate Broking) Brit Xxxxxx Xxxxxxxx, Chief Financial Officer +00 (0) 00 000 000 0000 0000 Numis Xxx Xxxxxxxxxxx, Director of Strategy and Corporate Development X.X. Xxxxxx Cazenove (Financial adviser and corporate broker to APR EnergyBrit) Xxx Xxxxx Xxxxxx Xxxxxxx +00 (0) 00 0000 0000 CNC Xxxx Collar Xxxxxxxx Xxxx Numis Securities (PR Financial adviser and corporate broker to APR EnergyBrit) Xxxxxxx Xxxxxxxx +00 (0)00 0000 0000 Xxxxxx Xxxxx Xxxxxx Capital Markets (Financial adviser to Brit) Xxxxxxx Xxxxxx +00 (0) 00 0000 0000 Xxxx Philipsz +00 (0) 00 0000 0000 FTI Consulting (Public Relations adviser to Brit) Xxxx Xxxxxxxx +00 (0) 00 0000 0000 Xxx Xxxxxxxxx +00 (0) 00 0000 000 000 +00 (0) 0000 000 000 Further Information Ondra Partners, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Bidco, Fairfax, ACON and ACM and no one else in connection with the Offer and will not be responsible to anyone other than Bidco, Fairfax, ACON and ACM for providing the protections afforded to clients of Ondra Partners nor for providing advice in relation to the Offer or any other matter referred to in this announcement. BarclaysRBC Europe Limited (trading as RBC Capital Markets), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for APR Energy Fairfax and no one else in connection with the Offer and will not be responsible to anyone other than APR Energy Fairfax for providing the protections afforded to clients of Barclays RBC Capital Markets nor for providing advice in relation to the Offer or any other matter referred to in this announcement. Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for APR Energy and no one else in connection with the matters described herein and will not be responsible to anyone other than APR Energy for providing the protections afforded to its clients or for providing advice in relation to the matters described herein. Xxxxxxxxx, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for APR Energy and no one else in connection with certain financial restructuring matters as described herein and will not be responsible to anyone other than APR Energy for providing the protections afforded to clients of Xxxxxxxxx nor for providing advice in relation to certain financial restructuring matters as described herein. 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, pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Offer in any jurisdiction in contravention of any applicable laws. Any decision or other response in respect of the Offer should be made only on the basis of information contained in the Offer Document, which will contain the full terms and conditions of the Offer, including how the Offer may be accepted. APR Energy Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched. This announcement does not constitute a prospectus or prospectus-equivalent document. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Overseas jurisdictions The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. The receipt of cash pursuant to the Offer by APR Energy Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each APR Energy Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer. Further details in relation to APR Energy Shareholders in overseas jurisdictions will be contained in the Offer Document.
Appears in 1 contract
Samples: Agreement
