TIDMJLIF
RNS Number : 3679C
John Laing Infrastructure Fund
28 September 2018
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 OR REGULATIONS OF THAT
JURISDICTION.
FOR IMMEDIATE RELEASE
28 September 2018
RECOMMED CASH ACQUISITION
of
JOHN LAING INFRASTRUCTURE FUND LIMITED ("JLIF" or the
"Company")
(a company limited by shares incorporated in Guernsey with
company number 52256)
by
JURA ACQUISITION LIMITED ("Bidco")
(a newly formed company owned by a consortium jointly-led by
funds managed by Dalmore Capital Limited and funds managed by
Equitix Investment Management Limited)
to be effected by means of a Scheme of Arrangement
under Part VIII of the Companies (Guernsey) Law, 2008 (as
amended)
Scheme of Arrangement becomes Effective
JLIF and Bidco are pleased to announce that at a hearing held
earlier today the Royal Court of Guernsey has sanctioned the scheme
of arrangement under Part VIII of the Companies Law of Guernsey
(the "Scheme") to effect the recommended cash acquisition by Bidco
of the entire issued and to be issued share capital of JLIF. All
conditions to the Scheme have now been satisfied or waived and the
Scheme has now become Effective in accordance with its terms.
The listing of JLIF Shares on the premium equity closed ended
investment funds listing segment of the Official List and admission
to trading of JLIF Shares on the London Stock Exchange's Main
Market were suspended with effect from 7.30am on 28 September 2018.
JLIF has made an application to the U.K. Listing Authority to
cancel the listing of JLIF Shares on the Official List and the
London Stock Exchange to cancel trading of JLIF Shares on the Main
Market. These cancellations are expected to take effect at 8.00am
(London time) on 1 October 2018.
JLIF Shareholders' cash consideration under the terms of the
Scheme will be settled or despatched by no later than 12 October
2018.
Capitalised terms used in this announcement, unless otherwise
defined, have the same meaning as set out in the Scheme Document
published on 31 August 2018.
Enquiries:
J.P. Morgan Cazenove (Lead Financial Adviser to JLIF)
Edward Gibson-Watt 020 7742 4000
Adam Laursen
Oliver Kenyon
Henry Capper
Rothschild (Financial Adviser to JLIF)
John Deans 020 7280 5000
Jessica Dale
Finsbury (PR Adviser to JLIF)
Faeth Birch 020 7251 3801
Philip Walters
James Kavanagh
Dalmore 020 3372 0490
Alistair Ray
Adrian Peacock
Equitix 020 7250 7333
Hugh Crossley
Achal Bhuwania
Lazard (Financial Adviser to the Consortium) 020 7187 2000
Richard Hoyle
Nicholas Millar
Stephen Dibsdale
Macquarie Capital (Financial Adviser to the Consortium) 020 3037 2000
Alex Reynolds
Nicholas Harland
Stifel (Corporate Broker to the Consortium) 020 7710 7600
Neil Winward
Tom Yeadon
TB Cardew (PR Adviser to the Consortium) 020 7930 0777
Ed Orlebar 077 3872 4630
Tom Allison 077 8999 8020
Further Information
J.P. Morgan Securities plc, which conducts its U.K. investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the PRA and regulated by the
PRA and the FCA. J.P. Morgan Cazenove is acting as financial
adviser exclusively for JLIF and no one else in connection with the
matters set out in this announcement and will not regard any other
person as its client in relation to the matters set out in this
announcement and will not be responsible to anyone other than JLIF
for providing the protections afforded to clients of J.P. Morgan
Cazenove or its affiliates, or for providing advice in relation to
any matter referred to herein.
N.M. Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for JLIF and for no one else in connection with
the matters set out in this announcement and will not regard any
other person as its client in relation to the matters set out in
this announcement and will not be responsible to anyone other than
JLIF for providing the protections afforded to clients of
Rothschild, nor for providing advice in relation to any matter
referred to in this announcement.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as financial adviser to the Consortium and no one else in
connection with the matters set out in this announcement and will
not be responsible to anyone other than the Consortium for
providing the protections afforded to clients of Lazard nor for
providing advice in relation to the potential transaction or any
other matters referred to in this announcement. Neither Lazard nor
any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard in connection with this announcement, any
statement contained herein or otherwise.
Macquarie Capital (Europe) Limited ("Macquarie"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser to the Consortium and no one else in
connection with the matters set out in this announcement. In
connection with such matters, Macquarie, its affiliates and its or
their respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to anyone other than the Consortium for providing the
protections afforded to their clients or for providing advice in
relation to the contents of this announcement or any other matter
referred to in this announcement.
Stifel Nicolaus Europe Limited ("Stifel") which is authorised
and regulated in the United Kingdom by the FCA, is acting
exclusively for the Consortium and for no-one else in connection
with the matters set out in this announcement. Stifel, its
affiliates and its or their respective directors, offices,
employees and agents, will not regard any other person as their
client, nor will they be responsible to anyone other than the
Consortium for providing the protections afforded to their clients
or for providing advice in relation to the contents of this
announcement or any other matter referred to in this
announcement.
IMPORTANT NOTICE
This announcement is for information purposes only and is not
intended to, and does not, constitute, represent or form part of
any offer, invitation or solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any
securities whether pursuant to this announcement or otherwise.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom or Guernsey may be
restricted by the laws of those jurisdictions and therefore persons
who are subject to the laws of any jurisdiction other than England
and Wales or Guernsey into whose possession this announcement comes
should inform themselves about and observe such restrictions. Any
failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement and the accompanying documents have been
prepared in connection with proposals in relation to a scheme of
arrangement pursuant to and for the purpose of complying with
Guernsey law, the laws of England and Wales, the Code and the
Listing Rules and information disclosed may not be the same as that
which would have been prepared in accordance with the laws of
jurisdictions outside England and Wales and Guernsey. Nothing in
this announcement or the accompanying documents should be relied on
for any other purpose.
Neither the SEC nor any US state securities commission has
expressed an opinion about: (a) the Scheme or the Acquisition; (b)
the merits or fairness of the Scheme or the Acquisition; or (c) the
adequacy or accuracy of the disclosure in this announcement and it
is an offence in the United States to claim otherwise.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this announcement since such date.
Publication on website
A copy of this announcement and the documents required to be
published pursuant to Rule 26.1 and Rule 26.3 of the Code will be
made available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions) free of charge, on JLIF's
website at www.jlif.com/investors/possibleoffer and on the
Consortium's website at www.jlifoffer.com by no later than 12 noon
on the Business Day following the date of this announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
Requesting hard copy documents
JLIF Shareholders may request a hard copy of this announcement
(and any information incorporated into it by reference to another
source in this announcement) by contacting the Registrar, Link
Market Services (Guernsey) Limited, at c/o Link Market Services
Limited, 34 Beckenham Road, Beckenham, Kent BR3 4TU, or on 0871 664
0300 (calls cost 12 pence per minute plus network extras, lines are
open 9.00 a.m. to 5.30 p.m. Monday to Friday) or on +44 (0)371 664
0300 (if calling from outside the U.K.). JLIF Shareholders may also
request that all future documents, announcements and information
sent to that person in relation to the Offer should be in hard copy
form. A hard copy of such documents, announcements (including this
announcement) and information will not be sent unless such a
request is made.
END
UK-618552573.4
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contact rns@lseg.com or visit www.rns.com.
END
ACQPGUMCBUPRGGR
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