AP Alternative Assets, L.P.

Transcription

1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY ITALIAN PERSON OR ADDRESS IN THE REPUBLIC OF ITALY THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, solicitor, accountant or other independent professional adviser. AP Alternative Assets, L.P. (A limited partnership registered in Guernsey under the Limited Partnerships (Guernsey) Law, 1995 (as amended) and declared by the Guernsey Financial Services Commission to be an authorised closed-ended collective investment scheme) This Tender Offer (as defined below) will expire at 5.30pm (Central European Time ( CET )) on 25 May 2012, unless extended or terminated earlier by the Board (such date and time as the same may be extended or terminated, the Expiration Date). OFFER TO PURCHASE UP TO 5,555,555 UNITS IN AP ALTERNATIVE ASSETS, L.P. FOR UP TO A MAXIMUM VALUE OF $50 MILLION Guernsey, Channel Islands, 20 April 2012: AP Alternative Assets, L.P. ( AP Alternative Assets or AAA ; Euronext Amsterdam: AAA) announced today that it will commence an offer (the Tender Offer ) to purchase for cash up to 5,555,555 of its outstanding units (which are held in the form of Common Units (as defined below) or restricted depositary units ( RDUs ) representing underlying Common Units (RDUs and Common Units together Units )) for a maximum aggregate payment amount of up to $50 million (the Maximum Payment Amount ). The Maximum Payment Amount may be increased at AAA s discretion and having regard to the level of participation and prices offered by Unitholders. This may result in a corresponding increase in the maximum number of Units which may be acquired. We refer to our earlier announcement today in which we announced the intention to make the offer contained in this document. The Tender Offer is being made to all holders of Common Units (ISIN: GB00B15Y0C52) and RDUs (CUSIP: 00186K101) upon the terms and subject to the conditions set forth in this Tender Offer document (of which the terms and conditions may be amended or supplemented from time to time) and with respect to the purchase of Units in the form of RDUs, subject to the terms and conditions set out in the related letter of transmittal (uploaded to AAA s website today), which may be amended or supplemented from time to time (the RDU Letter of Transmittal ). Specific details of the Tender Offer are provided below. Acceptance of tendered Units may be subject to proration as described herein. Decisions of the board of directors of AAA Guernsey Limited (being the general partner of AAA) (the Board ) in respect of which tendered Units are to be accepted or as to whether such Units have been validly tendered, shall be final and binding. The Tender Offer will be open from close of business on 20 April 2012 to 5.30pm CET on 25 May 2012 (the Tender Offer Period ). However, RDU holders must submit tenders before the RDU Final Instruction Date. This document does not constitute a prospectus or an offer within the meaning of article 3 of the Prospectus Directive (Directive 2003/71/EC as amended by Directive 2010/73/EU). This document has not been submitted to nor approved by any regulatory body. This document does not constitute a recommendation concerning the Tender Offer. Persons interested in participating in the Tender Offer should consult a professional advisor as to the suitability of the Tender Offer for the individual concerned. All investments are subject to risk. The value of the Units may fluctuate. Prospective investors should not treat the contents of this document as advice relating to legal, taxation or investment matters, and are to make their own assessments concerning these and other consequences of any investment, including the merits of investing and the risks. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any decision with respect to the Tender Offer. This document does not constitute, and may not be used for the purposes of, an offer to any person in any jurisdiction in which (i) such offer or invitation is not authorised; or (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer or invitation. The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of the Tender Offer, passed upon the merits or fairness of the Tender Offer or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense. This paragraph is an important notice to investors in the United Kingdom. This communication is being made to persons who reside in, or are citizens of, the United Kingdom only if they are relevant persons (as defined in this paragraph). Relevant persons are (x) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ) and (y) high net

2 worth companies, falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may lawfully be communicated. Only relevant persons may participate in any investment activity relating to this communication. Only relevant persons should act or rely on this document or any of its contents. Any person applying to participate in the Tender Offer will be required to represent and agree that they are a relevant person. J.P. Morgan Securities Ltd, which conducts its United Kingdom investment banking activities as J.P. Morgan Cazenove ( J.P. Morgan Cazenove ) which is authorized and regulated by the UK Financial Services Authority, is acting as corporate broker for AAA and for no one else in connection with the matters referred to in this document and will not be responsible to anyone other than AAA for providing the protections afforded to their respective customers or for affording advice in relation to the contents of this document or any of the matters referred to herein. 2

3 Background to and reasons for the Tender Offer In this Tender Offer, references to the common units of AAA shall mean those interests in Units which are held in book-entry form through the facilities of Euroclear Bank S.A./N.V. ( Euroclear ) and Clearstream Banking S.A. ( Clearsteam ), such Units being held by the Royal Bank of Canada (the Common Units Depositary ) (the Common Units ), the beneficial owners of such Common Units being the Unitholders. References to restricted depositary units ( RDUs ) shall mean the RDUs representing ownership interests in the Common Units of AAA, that are held in book-entry form through the facilities of Euroclear by the Bank of New York Mellon, as depositary (the Depositary ) under a restricted deposit agreement among AAA, the Depositary and all registered holders and beneficial owners from time to time of the restricted depositary receipts ( RDRs ), being the physical certificates evidencing the RDUs (the RDU Holders ). Each RDU represents one Common Unit. The Tender Offer, which will be accretive to AAA s net asset value ( NAV ), is a further step in our strategy to realize value to our unitholders. If the full $50 million of AAA units had been purchased on 31 March 2012, the effect of the executed Tender Offer on AAA s NAV per unit is estimated to range from an increase of $0.46 to $0.65 per unit (excluding costs and expenses associated with this Tender Offer). AAA may seek approvals for additional tenders from time to time based on liquidity and market conditions. The recent IPO of Rexnord, which was transacted at approximately the valuation used in the determination of the AAA s monthly net asset value as of 29 February 2012, validates our carrying value. AAA is committed to executing a viable strategy for long-term NAV per unit growth, narrowing the discount between NAV and price per unit, and realizing value for its unitholders. Apollo Alternative Assets, L.P. (the manager of AAA) (the Manager ) and the Board continue to believe that AAA has a significant amount of embedded value not currently reflected in the market price of the Units. As a result, the Manager and the Board have decided to do a further tender offer for up to $50 million on the terms as set out in this Tender Offer document. Both the Manager and the Board believe the Tender Offer is in the interests of the Unitholders as a whole. Estimated Net Asset Value as of 31 March 2012 As of 31 March 2012, AAA s net asset value approximated $1,560.3 million ($18.32 per unit) (including underlying cash of $204.8 million) compared to $1,479.5 million ($16.41 per unit) at 31 December In addition, as of 31 March 2012, the estimated value of investments held at AAA Investments, L.P. was $1,775.5 million versus $1,678.5 million at 31 December The figures presented above as of 31 March 2012 are estimates and actual net asset value and value of investments amounts may differ. Terms of the Tender Offer 1. Introduction The Board is proposing to return up to $50 million of cash to Eligible Unitholders (as defined below) through a purchase by AAA of up to 5,555,555 Units during the Tender Offer Period. Eligible Unitholders (as defined in paragraph 3 (Eligible Unitholders) below) are invited to tender some or all of their holding of Units at a price of their choosing between $9.00 (the Base Price ) and $10.50 (that range being the Price Range ), with tenders at $0.10 increments within the Price Range to be accepted (the price tendered being the Tender Price ). The difference between the Base Price and the Tender Price will be the bid premium (the Bid Premium ). The price actually being paid by AAA per Unit will be the tender offer consideration (the Tender Offer Consideration ). Based on the Tender 3

4 Price and Bid Premiums received, AAA will calculate the difference between the Base Price and the Tender Offer Consideration (the Clearing Premium ). The maximum number of Units that AAA may purchase is 5,555,555, provided that the aggregate consideration payable by AAA for such Units will never exceed the Maximum Payment Amount. References in this document to business days will be to U.S. business days, excluding Saturdays, Sundays and public holidays. The results of the Tender Offer will be announced in a press release as soon as possible following 31 May Expected Timetable of Principal Events for the Tender Offer DATE ON WHICH TENDER OFFER OPENS. close of business on 20 April 2012 RDU FINAL INSTRUCTION DATE 5.00pm* on 24 May 2012 EXPIRATION DATE (TENDER OFFER CLOSES) pm 25 May 2012 SETTLEMENT DATE. on or as soon as possible after 31 May 2012 Note: all dates and times are subject to change as explained in this document. All references to times are to CET unless expressly stated otherwise. * New York time 3. Eligible Unitholders This Tender Offer is being made only to holders of RDUs and to beneficial owners of Common Units who do not reside in, nor are citizens of, Italy, Canada, Australia, South Africa and Japan (the Eligible Unitholders ). The making of this Tender Offer to Eligible Unitholders in, or to, persons resident in, or citizens or nationals of, jurisdictions outside the Netherlands and the United States of America may be prohibited or affected by the laws of the relevant jurisdiction. Such persons should inform themselves about and observe any applicable legal or regulatory requirements. 4. Reverse auction process - determination of price and acceptance of tenders The Tender Offer is being conducted as a modified Dutch Auction. This means that if Eligible Unitholders elect to participate, Eligible Unitholders must specify the minimum Tender Offer Consideration they would be willing to receive in exchange for each Unit the Eligible Unitholder chooses to tender in the Tender Offer. The Tender Price that Eligible Unitholders specify for each Unit can only be in increments of $0.10 and may not be less than $9.00 or more than $10.50 per Unit. Tenders of Units outside of the Price Range will not be accepted and will not be used for the purpose of calculating the Tender Offer Consideration as described below. Each Eligible Unitholder tendering Units in the Tender Offer is to submit a Tender Price. Whether and to what extent Eligible Unitholders tendered Units are accepted for purchase in the Tender Offer will depend upon how the Tender Price specified by such Eligible Unitholder compares to Tender Prices specified by other Eligible Unitholders. Specifically, on the Expiration Date: 4

5 For each tender of Units, the Board will determine the Bid Premium for such tender by subtracting the Base Price from the Tender Price specified for such Units The Board will use all the Bid Premiums received across all Units to calculate a single Clearing Premium in accordance with the procedure set forth below. The Tender Offer Consideration payable for a Unit will be equal to the Clearing Premium plus the Base Price for that Unit. The Clearing Premium for the Units will be determined by consideration of the Bid Premium of all Units validly tendered by Eligible Unitholders, in order of lowest to highest Bid Premiums. Prorationing If the number of Units validly tendered by Eligible Unitholders on or prior to the Expiration Date with a Tender Price that results in a Bid Premium equal to or less than the Clearing Premium would cause AAA (if it were to accept all such tenders) to spend more than the Maximum Payment Amount to repurchase such Units in the Tender Offer (taking into account the Tender Offer Consideration for all Units given such Clearing Premium), then the Tender Offer will be oversubscribed, in such circumstances, in order to ensure that the Maximum Payment Amount is not exceeded (although the Maximum Payment Amount may be increased at AAA s discretion and having regard to the level of participation and prices offered by Unitholders), the Board will select and accept for payment such tendered Units as follows: First, the Board will accept for payment all Units validly tendered by Eligible Unitholders with a Tender Price that results in a Bid Premium less than the Clearing Premium (or such pro rata portion thereof that would not result in a total Tender Offer Consideration in excess of the Maximum Payment Amount). Second, to the extent that the Tender Offer Consideration pursuant to the foregoing would be less than the Maximum Payment Amount, the Board will accept for payment the Units with a Tender Price that results in a Bid Premium equal to the Clearing Premium, using a single proration factor across the Units tendered by Eligible Unitholders, such that AAA spends the Maximum Payment Amount. By way of example: If 4,722,222 Units are tendered at $9.00, the aggregate Tender Offer Consideration will be approximately $42,499,998. This would be under the Maximum Payment Amount, so higher Tender Prices received would be considered. If 500,000 additional Units were tendered by Eligible Unitholders at $10.00, the Tender Offer Consideration for the original 4,722,222 Units would be increased to $10.00 (giving a total of $47,222,220) and the Tender Offer Consideration for the additional 500,000 Units would be $10.00 per Unit being an additional aggregate amount of 5,000,000 (giving aggregate Tender Offer Consideration of $52,222,220). This would exceed the Maximum Payment Amount. Therefore the first 4,722,222 Units (originally tendered at $9.00) would be acquired first for the Tender Offer Consideration of $10.00, as this equals an amount less than the Maximum Payment Amount, $47,222,220 in aggregate. Then, the remaining $2,777,780 of the Maximum Payment Amount would be used to acquire the pro rata proportions of the Units which were tendered at $ The Maximum Payment Amount would be utilised and the Units which were tendered at $10.00 and not bought, would be notified to 5

6 Euroclear, Clearstream and the Depositary and unblocked or RDRs returned (as applicable). All Units not accepted as a result of prorationing and all tenders of Units with a Bid Premium in excess of the Clearing Premium will be rejected from the Tender Offer. The Clearing Premium with respect to the Units will be: (a) the lowest single Bid Premium (the Specified Premium ) for all valid tenders of Units by Eligible Unitholders such that, for all tenders of Units whose Tender Price results in a Bid Premium equal to or less than the Specified Premium, the Board will be able to spend the Maximum Payment Amount, taking into account the Tender Offer Consideration for all Units and the prorationing described in the next paragraph; provided, however, that if the number of Units purchased at the Clearing Premium that results from applying this formula and the prorationing described above is not greater than the number of Units that would be purchased using the Tender Price that results in the Bid Premium next lowest to the Specified Premium then the Clearing Premium will be such next lowest Bid Premium. By way of example: If 4,950,000 Units are tendered at a price of $10.00, the Tender Offer Consideration will be $10.00 per Unit (the Clearing Premium being $1.00) and the total Tender Offer Consideration to be paid to Eligible Unitholders tendering their Units at such price will be $49,500,000. In such circumstances, the Maximum Payment Amount would not have been reached. If there were no Units tendered at the $10.10 and $10.20 prices, the Board would then look to purchase any Units tendered at $ If 1,000 shares were tendered at $10.30, the Board would then attempt to apply the $10.30 Tender Offer Consideration ($1.30 Clearing Premium) to all Units tendered at or below $10.30 per Unit, in an attempt to spend the Maximum Payment Amount. This would mean that the 4,950,000 Units tendered at $10.00 per Unit would now attract Tender Offer Consideration of $10.30 per Unit (including a $1.30 Clearing Premium). However, by increasing the Tender Offer Consideration to $10.30 per Unit, AAA would reach an aggregate figure for Tender Offer Consideration of $50,985,000 in respect of the Units originally tendered at a price of $10.00 and $50,995,300 including the 1,000 Units tendered at $10.30 and would actually need to subject the 4,950,000 Units that it could have otherwise acquired at the $10.00 Tender Price to proration, otherwise it would exceed the Maximum Payment Amount of $50,000,000. In such circumstances, AAA would not actually be able to acquire any of the additional Units which were tendered at $ In such circumstances, AAA would simply apply the Clearing Premium of $1.00 (i.e. the highest price at which Units tendered were actually able to be accepted) to the Units and the Tender Offer Consideration would therefore be $10.00, with total Tender Offer Consideration being paid of $49,500,000. i.e. AAA would not increase the Clearing Premium in order to reach the Maximum Payment Amount, if it could not acquire additional Units as a result of the increase. (b) Except as set out in (a) above, in the event that the purchase of all Units validly tendered by Eligible Unitholders would result in AAA spending less than the Maximum Payment Amount under the Tender Offer, the Clearing Premium will be the highest Bid Premium with respect to any Unit validly tendered by Eligible Unitholders. 6

7 To avoid purchases of fractions of Units, if necessary, the Board will make appropriate adjustments downward to the nearest whole Unit with respect to each Eligible Unitholder validly tendering Units at a Bid Premium equal to the Clearing Premium. All Eligible Unitholders whose Units are accepted in the Tender Offer will receive the Tender Offer Consideration for those Units (subject to deduction in the case of RDU Holders, of the costs incurred by AAA or such RDU Holder associated with withdrawing the underlying units from the Depositary (it is anticipated that a charge of $0.05 will be charged to the RDU Holder by the Depositary for each RDU withdrawn from the RDU scheme) and subject, in the case of all Units, to any transaction costs incurred by the beneficial owners of Units or their relevant bank, nominee or custodian incurred in connection with the Tender Offer), even if they tendered at a Tender Price that results in a Bid Premium that was less than the Clearing Premium. Accordingly, any Eligible Unitholder whose Units are accepted in the Tender Offer will receive no less than the Tender Offer Consideration for those Units, (less the charges, if any, referred to above). The Board will announce any increase in the Maximum Payment Amount, and corresponding increase, if applicable, of the maximum number of Units which can be purchased, (which may be amended during the Tender Offer Period, or following the Expiration Date, as the Board shall at its sole discretion determine), any amendment to the Price Range, amendment or suspension of the Tender Offer Period or termination of the Tender Offer by a press release and/or a notice sent via the clearing systems, as well as posting a press release on the website of the Netherlands Authority for Financial Markets and Euronext Amsterdam during the Tender Offer Period, or in the event that the Maximum Payment Amount is amended following the Expiration Date, as soon as practicable following the Expiration Date. If the Price Range is amended the Board will extend the Tender Offer so that at least ten business days remain until the Expiration Date. Withdrawal of tenders may be permitted in certain circumstances set out in paragraph 7 below. 5. Tender Offer Period Except in circumstances where the Tender Offer Period is suspended, amended or terminated in accordance with the terms of this Tender Offer, the Tender Offer will remain open from 20 April 2012 until 5.30pm CET on 25 May 2012 (the Expiration Date ) (the Tender Offer Period ). RDU Holders should note that they will need to submit their tender offers on or before the RDU Final Instruction Date, which occurs prior to the Expiration Date for the Tender Offer. Beneficial owners of Common Units should note that the deadlines set by Euroclear and Clearstream for the submission of Common Unit Tender Instructions will also be earlier than the Expiration Date specified in this Tender Offer. Beneficial owners of Common Units should contact Euroclear and Clearstream (as applicable) for further information. All tenders are to be received in accordance with the procedures set out below. 6. Procedures for Tendering Units General All of the RDUs are held in certificated form. If Eligible Unitholders own RDUs or beneficial interests in RDUs and wish to tender them in the Tender Offer, they should follow the instructions below under the heading Procedure for tendering RDUs. All of the Common Units are held in book-entry form through the facilities of Euroclear or Clearstream. If Eligible Unitholders own Units and wish to tender them in the Tender Offer, they should follow the instructions below under the heading Procedure for tendering Common Units. 7

8 If Eligible Unitholders hold their Units in a brokerage or custodian account through a custodian or nominee, including a broker, dealer, bank or trust company, they will need to timely instruct their custodian or nominee to tender their Units on or prior to the Expiration Date or, in the case of RDUs on or prior to the RDU Final Instruction Date (in order to receive the applicable Tender Offer Consideration), in the manner described below and upon the terms and conditions set forth in this Tender Offer. Please refer to any materials forwarded to Eligible Unitholders by custodians or nominees to determine how Eligible Unitholders can timely instruct their custodian or nominee to take these actions. In order to execute transactions, custodians and nominees may require instructions to be given earlier than the times and dates set out in this Tender Offer. RDU Holders must submit their instructions to BNY Mellon Shareowner Services prior to the RDU Final Instruction Date. Eligible Unitholders who need assistance with respect to the procedures for participating in the Tender Offer should contact the applicable Information Agent, the contact details for which are on the back cover page of this Tender Offer. Procedures for tendering RDUs For RDUs to be validly tendered pursuant to the Tender Offer, the RDRs evidencing the RDUs, together with a properly completed and duly executed RDU Letter of Transmittal and any other documents required by the RDU Letter of Transmittal must be received, on or prior to the RDU Final Instruction Date (as set out in the Expected Timetable of Principal Events set out on page 3 of this Tender Offer) by BNY Mellon Shareowner Services at its address set forth at the back of this document. To obtain an RDU Letter of Transmittal, contact the RDU Information Agent (details at the end of this Tender Offer) or download a copy of the Letter of Transmittal from AAA s website at apolloalternativeassets.com. Notwithstanding any other provision hereof, payment for RDUs tendered and accepted for payment pursuant to the Tender Offer will be made only after timely receipt by the Depositary of RDRs evidencing such RDUs and any other documents required by the RDU Letter of Transmittal (or facsimile thereof bearing an original signature) with any required signature guarantees. IN ACCORDANCE WITH INSTRUCTION 4 OF THE RDU LETTER OF TRANSMITTAL, EACH RDU HOLDER DESIRING TO TENDER RDUs PURSUANT TO THE TENDER OFFER MUST CHECK ONE OF THE BOXES IN THE SECTION OF THE RDU LETTER OF TRANSMITTAL CAPTIONED RDUs TENDERED AT PRICE DETERMINED BY YOU INDICATING THE PRICE IN INCREMENTS OF $0.10 PER UNDERLYING UNIT (IN INCREMENTS OF $0.10 PER RDU) AT WHICH RDUs ARE BEING TENDERED. An RDU Holder who wishes to tender different RDUs at more than one price must complete a separate RDU Letter of Transmittal for each price at which RDUs are being tendered. The same RDUs may not be tendered at more than one price unless the original tender of such RDUs is withdrawn in accordance with the terms of the Tender Offer. Method of delivery for RDUs. The method of delivery of all documents, including RDRs, evidencing the RDUs, is at the election and risk of the tendering RDU holder. An overnight courier delivery is recommended, however, if delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. RDUs will be deemed delivered only when actually received by BNY Mellon Shareowner Services. In all cases, sufficient time should be allowed to ensure timely delivery. Since the RDUs are evidenced by separate RDR certificates and those certificates must be delivered to BNY Mellon Shareowner Services prior to the RDU Instruction Deadline, RDU Holders that do not have physical possession of their RDR certificates should allow sufficient time to obtain those certificates from 8

9 the safekeeping facility to permit them to be delivered to BNY Shareowner Services prior to the RDU Instruction Deadline. Settlement for RDUs. On the Settlement Date (as set out in the Expected Timetable of Principal Events on page 3 of this Tender Offer), the consideration for all Units validly tendered and accepted, will be paid to the Depositary, who will disburse the proceeds by cheque, to the accepting RDU Holders, less any transaction costs (including the fee of $0.05 per RDU for surrender of the tendered RDUs). Procedure for tendering Common Units The Board will only accept tenders of Common Units in the Tender Offer by way of the submission by Eligible Unitholders of valid electronic tender and blocking instructions ( Common Unit Tender Instructions ), in the form required by Euroclear or Clearstream, as applicable, in accordance with the procedures set forth below. To tender Common Units in the Tender Offer, Eligible Unitholders should deliver, or arrange to have delivered on their behalf, via Euroclear or Clearstream, as applicable, and in accordance with the requirements of such clearing system, a valid Common Unit Instruction that is received by the Common Units Depositary prior to the Expiration Date. Beneficial owners of Common Units are advised to check with any bank, securities broker or other intermediary through which Eligible Unitholders hold Common Units whether such intermediary would require receipt of instructions to participate in, the Tender Offer before the deadlines specified in this Tender Offer. The deadlines set by Euroclear and Clearstream, for the submission of Common Unit Tender Instructions will also be earlier than the Expiration Date specified in this Tender Offer. Beneficial owners of Common Units should contact Euroclear and Clearstream (as applicable) for further information. Common Units Tender Instructions. The tendering of Common Units in the Tender Offer will be deemed to have occurred upon receipt by the Common Units Depositary, via Euroclear or Clearstream, as applicable, of a valid Common Unit Instruction in accordance with the requirements of such clearing system. The receipt of such Common Unit Instruction by Euroclear or Clearstream, as applicable, will be acknowledged in accordance with the standard practices of such clearing system and will result in the blocking of the relevant Common Units in such clearing system so that no transfers may be effected in relation to such Common Units. To be valid, a Common Unit Instruction must specify (i) the number of Common Units being tendered and (ii) the Tender Price, such price being not lower than $9.00 per Common Unit, nor more than $10.50 per Common Unit and such tenders within that range to be at $0.10 increments. Beneficial owners of Common Units may tender different numbers of their Common Units at different prices; however, Eligible Unitholders may not specify prices for an aggregate number of Common Units in excess of the aggregate number of Common Units tendered and beneficially owned by Eligible Unitholders (or on their behalf). The same Common Units cannot be tendered at more than one price. If any Tender Price per Common Unit is not submitted in a whole increment of $0.10 in excess of $9.00, such Tender Price will be rounded up to the nearest $0.10 increment, unless as a consequence of the rounding, the Tender Price would exceed $ Beneficial owners of Common Units must clearly specify in a Common Unit Tender Instructions the number of Common Units being tendered and the Tender Price at which those Common Units are being tendered. If any Tender Price is not submitted in a whole increment of $0.10, such Tender Price will be rounded up to the nearest $0.10 increment. 9

10 Beneficial owners of Common Units must take the appropriate steps through Euroclear or Clearstream, as applicable, so that no transfers may be effected in relation to such blocked Common Units at any time after the date of submission of such Common Unit Instruction, in accordance with the requirements of Euroclear or Clearstream, as applicable, and the deadlines required by such clearing system. By blocking such Common Units in Euroclear or Clearstream, each person who is shown in the records of such clearing system as a holder of a particular principal amount of the Common Units (as referred to as Direct Participants and each a Direct Participant ) will be deemed to consent to Euroclear or Clearstream, as applicable, providing details concerning their identity to AAA and the Common Units Depositary. Only Direct Participants may submit Common Unit Tender Instructions. Each beneficial owner of Common Units that is not a Direct Participant must arrange for the Direct Participant through which it holds the relevant Common Units to submit a Common Unit Instruction on its behalf to Euroclear or Clearstream, as applicable, by the deadlines specified by such clearing system. Representations, Warranties and Undertakings: AAA's Acceptance Constitutes an Agreement. By submitting a valid Common Unit Instruction to Euroclear or Clearstream, as applicable, in accordance with the standard procedures of such clearing system, Eligible Unitholders and any Direct Participant submitting such Common Unit Instruction on their behalf shall be deemed to agree to, acknowledge, represent, warrant and undertake to AAA and the Common Units Depositary, the following on each of the Expiration Date and the Settlement Date (if Eligible Unitholders or the Direct Participant acting on their behalf are unable to give these agreements, acknowledgements, representations, warranties and undertakings, Eligible Unitholders or such Direct Participant should contact the Common Unit Depositary immediately): 1. The Eligible Unitholder irrevocably constitutes and appoints the Common Units Depositary as their true and lawful agent and attorney-in-fact (with full knowledge that the Common Units Depositary also acts as AAA s agent) with respect to such Common Units, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (i) present such Common Units and all evidences of transfer and authenticity to, or transfer ownership of, such Common Units on the account books maintained by Euroclear or Clearstream, as applicable, to, or upon the order of, AAA (ii) present such Common Units for transfer of ownership on the books of AAA, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Common Units, all in accordance with the terms and conditions of the Tender Offer. 2. The Eligible Unitholder understands that tenders of Common Units pursuant to any of the procedures described in this Tender Offer and acceptance of such Common Units by AAA will constitute a binding agreement between Eligible Unitholders and AAA upon the terms and subject to the conditions of this Tender Offer. For the purposes of the Tender Offer, the Eligible Unitholder understands that validly tendered Common Units (or defectively tendered Common Units in respect of which AAA has or has caused to be waived such defect) will be deemed to have been accepted by AAA, as and when (if applicable) AAA gives oral or written notice thereof to the Common Units Depositary. 3. The Eligible Unitholder has full power and authority to tender, sell, assign and transfer the Common Units tendered. 4. The Eligible Unitholder has read and agrees to all of the terms of the Tender Offer. 5. The Eligible Unitholder understands that AAA will pay the aggregate Tender Offer Consideration, for the Common Units accepted for purchase. The decision of the Board as to the Tender Offer Consideration shall be final and binding. 10

11 6. By accepting this Tender Offer, the Eligible Unitholder is not breaching applicable securities laws. 7. Upon the terms and subject to the conditions of the Tender Offer, the Eligible Unitholder tenders in the Tender Offer the series and principal amount of Common Units in their account blocked in Euroclear or Clearstream, as applicable, and, subject to and effective on the purchase by AAA of the Common Units blocked in such clearing system, the Eligible Unitholder renounces all right, title and interest in and to all such Common Units purchased by AAA pursuant to the Tender Offer and waive and release any rights or claims the Eligible Unitholder may have against AAA with respect to any such Common Units or the Tender Offer. 8. By blocking the relevant Common Units in Euroclear or Clearstream, as applicable, the Eligible Unitholder will be deemed to consent, in the case of a Direct Participant, to such clearing system providing details of their tender to the Common Units Depositary (and for the Common Units Depositary to provide such details to AAA). 9. The Eligible Unitholder holds and will hold, until the time of settlement on the Settlement Date, the relevant Common Units blocked in Euroclear or Clearstream, as applicable, and, in accordance with the requirements of such clearing system and by the deadline required by such clearing system, the Eligible Unitholder has submitted, or has caused to be submitted the Common Unit Instruction to such clearing system to authorise the blocking of the tendered Common Units with effect on and from the date of such submission so that, at any time pending the transfer of such Common Units on the relevant Settlement Date to AAA or to their agent on their behalf, no transfers of such Common Units may be effected. 10. The Eligible Unitholder has observed and will observe the laws of all relevant jurisdictions, obtained all requisite governmental, exchange control or other required consents, complied with all requisite formalities and paid (or will pay) any issue, transfer or other taxes or requisite payments due from them in each respect in connection with any offer or acceptance, in any jurisdiction and that they have not taken or omitted to take any action in breach of the representations or which will or may result in AAA or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Tender Offer or tender Common Units in connection therewith. 11. The Eligible Unitholder acknowledges that none of AAA, the RDU Information Agent, the RDU Depositary, the Common Units Depositary, the Common Units Information Agent or J.P. Morgan Cazenove is making any recommendation as to whether or not they should tender Common Units in response to the Tender Offer. 12. The Eligible Unitholder is not a resident of or located in the Republic of Italy, Canada, Japan, Australia or South Africa and has not distributed or forwarded this Tender Offer or any other communications or documents to or from the Republic of Italy, Canada, Japan, Australia or South Africa. 13. If the Eligible Unitholder is a citizen or resident of, or located in, the United Kingdom, it is either (x) an investment professional falling within Article 19(5) of the Order or (y) a high net worth company or any other persons falling within Article 49(2)(a) to (d) of the Order. The Board s acceptance for payment of Common Units tendered under the Tender Offer will constitute a binding agreement between Eligible Unitholders and AAA upon the terms and conditions of the Tender Offer described in the This Tender Offer. 7. Withdrawal of tenders Tenders made may not be withdrawn, unless AAA changes the Price Range or alters the Tender Offer in a way which is materially detrimental to the Eligible Unithholders that have already tendered their Units, or 11

12 AAA is otherwise required by law to permit withdrawal (see paragraph 9 below for more details). In such circumstances, the relevant notice amending the Price Range, making the alteration or providing the information which causes AAA to grant the withdrawal rights under law, as the case may be, will set out an extension to the Tender Offer Period of 10 business days and will offer Eligible Unitholders to withdraw their validly tendered Units, such period of time to be not less than 10 business days. 8. Settlement The receipt of a Common Unit Instruction by Euroclear or Clearstream, as applicable, will constitute instructions to debit the securities account of the relevant Direct Participant on the Settlement Date in respect of all of the Common Units that Eligible Unitholders have validly tendered in the Tender Offer, where such Common Units are accepted for purchase by the Board, upon receipt by such clearing system of an instruction from the Common Units Depositary to receive such Common Units for the account of AAA and against credit of the relevant amount in cash from AAA equal to the Tender Offer Consideration for such Common Units, subject to the automatic revocation of those instructions on the date of any termination of the Tender Offer. Settlement for RDU Holders will occur in accordance with the settlement provisions for RDU Holders set out in paragraph 6 above. If Eligible Unitholders have questions about the procedure for tendering their Units they should in the case of RDU Holders contact the RDU Information Agent and in the case of beneficial owners of Common Units contact the Unitholders Information Agent. 9. Right to extend, terminate or amend the Tender Offer The Board reserves the right, subject to applicable legal and regulatory requirements to: a. waive any and all conditions to the Tender Offer; b. extend the Tender Offer Period at any time prior to or after the Expiration Date; c. terminate the Tender Offer at any time prior to the Expiration Date; d. amend the Price Range at any time prior to the Expiration Date, provided that if doing so (i) the Tender Offer Period will be extended by at least 10 business days and (ii) Eligible Unitholders who have tendered their Units will be provided with an opportunity to withdraw their tendered Units, for a minimum period of 10 business days following such amendment; e. increase the Maximum Payment Amount at any time prior to or after the Expiration Date up to a maximum of $50 million (in such circumstances, AAA will not necessarily extend or amend the Tender Offer Period and Eligible Unitholders will not be permitted to withdraw any Units that they have tendered); and/or f. amend any other term (other than those set out in (a) to (d) above) of this Tender Offer or make any announcement in relation to AAA and its activities, at any time prior to or after the Expiration Date, provided that if such amendment or announcement is materially detrimental to the interests of Eligible Unitholders who have tendered Units, the Tender Offer Period will be extended by at least 10 business days and (ii) Eligible Unitholders who have tendered their Units will be provided with an opportunity to withdraw their tendered Units, for a minimum period of 10 business days following such amendment. Any such amendment, extension or termination of the Tender Offer pursuant to this paragraph 9 will be notified to Unitholders by a press release and/or a notice sent via the clearing systems, as well as posting a 12

13 press release on the website of the Netherlands Authority for Financial Markets and Euronext Amsterdam during the Tender Offer Period. * * * * From time to time after the expiration of the Tender Offer Period, or after termination or withdrawal of the Tender Offer, AAA or its affiliates may acquire any Units that are not tendered pursuant to the Tender Offer through open-market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as AAA may determine, which may be more or less than the prices to be paid pursuant to the Tender Offer and could be for cash or other consideration. The price per Unit paid pursuant to such transactions may differ from the prices paid for the Units pursuant to the Tender Offer. There can be no assurance as to which, if any, of these alternatives or combinations thereof AAA or its affiliates may choose to pursue in the future. AAA DOES NOT MAKE ANY RECOMMENDATION AS TO WHETHER UNITHOLDERS SHOULD TENDER THEIR UNITS PURSUANT TO THE OFFER. EACH UNITHOLDER MUST MAKE ITS OWN DECISION AS TO WHETHER TO TENDER ITS UNITS, AND, IF SO, THE AMOUNT OF THE UNITS AS TO WHICH ACTION IS TO BE TAKEN. Material Tax Consequences Guernsey AAA is not a taxable entity in Guernsey. Under current Guernsey law, any of AAA s income which is wholly derived from its international operations and any distributions paid to one of its Unitholders is not regarded as arising or accruing from a source in Guernsey in the hand of that Unitholder if, being an individual, the Unitholder is not solely or principally resident in Guernsey or, being a company, is not resident in Guernsey. It is the intention of the GP to ensure that AAA s business is conducted in such a way as to constitute international operations for the purposes of the relevant legislation. No inheritance, capital gains, gift, turnover or sales taxes are levied in Guernsey in connection with the acquisition, holding or transfer of a Unit. No stamp duty or similar taxation is levied on the issue or redemption of a Unit. No Guernsey withholding tax or any other deduction will be made on distributions made by AAA. United States The following summary is a discussion of the material United States federal income tax consequences of the Tender Offer that may be relevant to Eligible Unitholders who tender some or all of their Units for cash pursuant to the Tender Offer. This discussion is based on the Internal Revenue Code of 1986, as amended (the Code ), Treasury Regulations, rulings issued by the Internal Revenue Service (the IRS ), and judicial decisions and other applicable authorities, all as of the date hereof. All of the foregoing is subject to change or differing interpretations, possibly with retroactive effect. This summary does not purport to discuss all aspects of federal income taxation which may be important to a particular person in light of its investments or tax circumstances, or to certain types of investors subject to special tax rules (including financial institutions, broker-dealers, and insurance companies), nor does it describe any aspect of state, local, foreign or other tax laws. This summary assumes that the Units are held by the Eligible Unitholders for investment purposes (commonly referred to as capital assets ). No advance ruling has been or will be sought from the IRS regarding any matter discussed herein. Further, no opinion of counsel has been or will be obtained with regard to the Tender Offer. TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT ANY DISCUSSION OF TAX MATTERS SET FORTH IN THIS 13

14 OFFERING MEMORANDUM WAS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN AND WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY PROSPECTIVE INVESTOR, FOR THE PURPOSE OF AVOIDING TAX-RELATED PENALTIES UNDER FEDERAL, STATE OR LOCAL TAX LAW. THE UNITED STATES FEDERAL INCOME TAX TREATMENT OF A UNITHOLDER PARTICIPATING IN THE OFFER DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF UNITED STATES FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. ACCORDINGLY, YOU SHOULD CONSULT YOUR TAX ADVISOR REGARDING THE UNITED STATES FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF TENDERING YOUR UNITS PURSUANT TO THIS OFFER OR OF A DECISION NOT TO TENDER IN LIGHT OF YOUR SPECIFIC TAX SITUATION. For purposes of this discussion, a U.S. Unitholder is a beneficial owner of Units that is for U.S. federal income tax purposes: (1) an individual citizen or resident of the United States; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (3) an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust, if either (i) the trust is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect to be treated as a United States person. A non-u.s. Unitholder is a beneficial owner of Units that is not a U.S. Unitholder. If an entity treated as a partnership for U.S. federal income tax purposes holds Units, the tax treatment of a partner in such entity will generally depend upon the status of the partner and the activities of the entity. If you are a partner of such an entity that holds Units, you should consult your own tax advisor. The discussion in this summary does not constitute tax advice and is not intended to be a substitute for tax planning. Tax Consequences to U.S. Unitholders In General. A cash distribution by AAA in redemption of less than all of a Unitholder s Units will reduce, but not below zero, the Unitholder s adjusted tax basis in all of his, her or its Units held immediately before the distribution (see Adjusted Tax Basis below). If the distribution by AAA to a Unitholder exceeds the Unitholder s adjusted tax basis in his, her or its Units, the excess will be taxable to the Unitholder as though it were a gain from a sale or exchange of the Units. Such gain generally will be long-term capital gain if the Units have been held for more than one year. However, certain gain attributable to any investment that AAA has made in a controlled foreign corporation ( CFC ) may be dividend income or other ordinary income, and certain gain attributable to any unrealized receivables or inventory items could be characterized as ordinary income rather than capital gain. In addition, if and to the extent AAA has directly or indirectly through its investment in funds invested in any passive foreign investment company ( PFIC ) and you have not elected to treat your share of AAA s interest in such PFIC as a qualified electing fund (a QEF election ), gain attributable to such investment in a PFIC would be taxable as ordinary income and would be subject to an interest charge. Where a Unitholder tenders less than all of his, her or its Units, loss may not be recognized in connection with the tendering of such Units. A Unitholder who redeems for cash all of his, her or its Units will recognize gain or loss measured by the difference between the amount realized on the sale and the Unitholder s adjusted tax basis in the Units sold (see Adjusted Tax Basis below). Such gain or loss generally will be long-term capital gain or loss if the Unitholder s redeemed Units have been held for more than one year. The amount realized will include the Unitholder s allocable share of AAA s nonrecourse borrowings (as that term is defined for federal income tax purposes), if any, as well as any proceeds from such redemption. 14