TIDMJAR TIDMJLT
RNS Number : 2872O
Jardine Matheson Hldgs Ld
15 September 2011
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 OF SUCH
JURISDICTION
15 September 2011
RECOMMENDED PARTIAL CASH OFFER
for
Jardine Lloyd Thompson Group plc ("JLT")
by
JMH Investments Limited ("JMHI")
a direct wholly-owned subsidiary of
Jardine Matheson Holdings Limited ("Jardine Matheson")
Summary
-- Jardine Matheson and the JLT Independent Directors are
pleased to announce that they have reached agreement on the terms
of a unanimously recommended partial cash offer pursuant to which
Jardine Matheson, through its direct wholly-owned subsidiary JMHI,
will offer to acquire 21,734,665 JLT Shares, representing
approximately 10.0 per cent. of the issued ordinary share capital
of JLT (the "Partial Offer"). If successful, following the Partial
Offer Jardine Matheson will, together with its existing
shareholding of 65,966,789 JLT Shares, hold JLT Shares representing
approximately 40.35 per cent. of the issued ordinary share capital
of JLT.
-- The Partial Offer reinforces Jardine Matheson's long-term
commitment to JLT through a further investment of approximately
GBP166.27 million and an increased shareholding, which Jardine
Matheson and the JLT Independent Directors expect to strengthen
JLT's competitive position as a result of Jardine Matheson's
strategic support and commitment to preserving JLT's
independence.
-- Jardine Matheson and the JLT Independent Directors believe
that the holding of 40.35 per cent. that would result from
completion of the Partial Offer is an appropriate level of
ownership that will preserve the Company's independence while
allowing it to benefit from the reinforced support of Jardine
Matheson.
-- In recognition of the vital importance of ownership stability
for staff, clients and the insurance markets in which JLT operates,
Jardine Matheson has confirmed that JLT is a core strategic
investment and that it has no intention of divesting any shares in
JLT.
-- Under the terms of the Partial Offer, Qualifying JLT
Shareholders who accept in respect of their JLT Shares have the
potential to sell a portion of their JLT Shares at 765 pence in
cash per JLT Share (although acceptances in respect of more than
the Relevant Percentage of a Qualifying JLT Shareholder's JLT
Shares may be subject to scaling down as set out in paragraph 2 of
this announcement). The Relevant Percentage, based on the issued
ordinary share capital of JLT at the date of this announcement, is
approximately 14.36 per cent.
-- JLT Shares were marked ex-dividend on 7 September 2011. JLT
Shareholders on the register of members of JLT on 9 September 2011
are entitled to receive JLT's interim dividend of 9.2 pence per JLT
Share, whether or not they accept the Partial Offer.
-- The consideration of 765 pence in cash for each JLT Share
subject to the Partial Offer represents a premium of
approximately:
-- 23.6 per cent. to 619 pence, being the Closing Price on 14
September 2011 (being the last Business Day prior to the
commencement of the Offer Period);
-- 19.1 per cent. to 642.36 pence, being the average Closing
Price over the three months from 14 June 2011 to 14 September 2011
(being the last Business Day prior to the commencement of the Offer
Period); and
-- 7.9 per cent. to 709 pence, being the Closing Price on 6
April 2011 (being the highest Closing Price during the 52 weeks
prior to the commencement of the Offer Period).
-- The Partial Offer values the JLT Shares subject to the
Partial Offer at approximately GBP166.27 million.
-- Jardine Matheson is a diversified business group with a
premium listing on the London Stock Exchange and secondary listings
in Bermuda and Singapore. Its businesses comprise a combination of
cash generating activities and long-term property assets. Through
its wholly-owned subsidiary JMHI, Jardine Matheson currently holds
30.35 per cent. of JLT's issued ordinary share capital.
-- JLT is an international group of Risk Specialists and
Employee Benefits Consultants and is one of the largest of its type
in the world. JLT offers a distinctive choice to its clients and
partners through its combination of independence, scale and
specialism. JLT has a premium listing on the London Stock
Exchange.
-- The JLT Independent Directors, who have been so advised by
J.P. Morgan Cazenove and Numis, consider the terms of the Partial
Offer to be fair and reasonable. In providing their financial
advice to the JLT Independent Directors, J.P. Morgan Cazenove and
Numis have taken into account the commercial assessments of the JLT
Independent Directors. Numis has provided the JLT Independent
Directors with independent financial advice for the purposes of
Rule 3 of the City Code.
-- The JLT Independent Directors believe that the Partial Offer
combines the opportunity for a partial realisation of shareholders'
investment at an attractive premium to the prevailing share price
with the ability for shareholders to retain a substantial ongoing
interest in the future of JLT, whose competitive position the JLT
Independent Directors believe should be strengthened by Jardine
Matheson's on-going commitment to the business. Accordingly, the
JLT Independent Directors unanimously recommend that JLT
Shareholders should approve and accept the Partial Offer. The JLT
Independent Directors have irrevocably undertaken to approve (or
procure the approval of) the Partial Offer in respect of their
entire beneficial holdings in JLT, amounting to, in aggregate,
493,375 JLT Shares, representing approximately 0.23 per cent. of
the issued ordinary share capital of JLT and all of the JLT
Directors have irrevocably undertaken to accept (or procure the
acceptance of) the Partial Offer in respect of their respective
Relevant Percentage of JLT Shares.
-- The Partial Offer is conditional upon valid acceptances being
received (and not, where permitted, withdrawn) in respect of not
less than 21,734,665 JLT Shares. In addition, the Partial Offer is
conditional upon approval of the Partial Offer being given by JLT
Shareholders holding over 50 per cent. of the voting rights of JLT
not held by JMHI and persons acting in concert with it.
-- The Partial Offer is subject to further conditions set out in
Appendix 1. Appendix 1 also sets out certain further terms of the
Partial Offer, with the full terms to be set out in the Offer
Document.
-- All JLT Shareholders should consider and return the Approval
Form whether or not they wish to accept the Partial Offer.
Commenting on the Partial Offer, Geoffrey Howe, Chairman of JLT,
said:
"Jardine Matheson has been a supportive investor in JLT for many
years. We believe that the Partial Offer reinforces Jardine
Matheson's long term commitment whilst preserving JLT's
independence and presenting shareholders with an opportunity to
realise part of their investment at an attractive premium and to
retain a substantial ongoing interest in the future of JLT."
Commenting on the Partial Offer, Anthony Nightingale, Managing
Director of Jardine Matheson, said:
"We have enjoyed a long association with JLT and one of its
predecessor companies, Jardine Insurance Brokers, which we founded
in the early 1970s. JLT is a core strategic investment of the
Jardine Matheson Group and the Partial Offer reinforces our
commitment to the stability, independence and long-term growth of
JLT."
Enquiries:
Jardine Matheson Holdings Limited / JMH
Investments Limited
Neil McNamara +852 2843 8227
Rothschild (Financial Adviser to Jardine
Matheson and JMHI)
Crispin Wright
John Nisbet 020 7280 5000
UBS Investment Bank (Financial Adviser
and Corporate Broker to Jardine Matheson
and JMHI)
Tim Waddell
Tim Pratelli 020 7567 8000
Jardine Lloyd Thompson Group plc
Dominic Burke
Simon Mawson
Paul Dransfield 020 7528 4660
J.P. Morgan Cazenove (Financial Adviser
to JLT)
Tim Wise
Conor Hillery
Shona Graham 020 7588 2828
Numis (Independent Financial Adviser to
JLT)
Oliver Hemsley
Etienne Bottari 020 7260 1000
Media Enquiries (Brunswick Group)
Rebecca Shelley
Tom Burns 020 7404 5959
N M Rothschild & Sons Limited, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting as financial adviser to Jardine Matheson and
JMHI and no one else in connection with the matters set out in this
document and will not be responsible to anyone other than Jardine
Matheson and JMHI for providing the protections afforded to clients
of N M Rothschild & Sons Limited, nor for providing advice in
relation to any matter referred to herein.
UBS is acting for Jardine Matheson and JMHI and no one else in
connection with the Partial Offer and this announcement and will
not be responsible to anyone other than Jardine Matheson and JMHI
for providing the protections afforded to clients of UBS nor for
providing advice in connection with the Partial Offer or any matter
referred to herein.
J.P. Morgan Cazenove, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for JLT and no one else in connection with the Partial
Offer, is not advising, or acting for, any other person and will
not be responsible to anyone other than JLT for providing the
protections afforded to clients of J.P. Morgan Cazenove or for
providing advice in connection with the Partial Offer or for any
matter referred to herein.
Numis Securities Limited, which is authorised and regulated by
the Financial Services Authority in the United Kingdom, is acting
exclusively for JLT and no one else in connection with the Partial
Offer and will not be responsible to anyone other than JLT for
providing the protections afforded to clients of Numis Securities
Limited or for providing advice in connection with the Partial
Offer or any matter referred to herein.
You may request a hard copy of this announcement by contacting
the Company Secretary of JLT at 6 Crutched Friars, London EC3N 2PH
or on 020 7528 4444. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Partial Offer should be in hard copy form.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Partial Offer or otherwise. The Partial Offer will
be made solely by means of an Offer Document and the Approval Form
and the Form of Acceptance accompanying the Offer Document, which
will contain the full terms and Conditions of the Partial Offer,
including details of how the Partial Offer may be accepted.
This announcement has been prepared for the purpose of complying
with English law and the City 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 Shareholders
The release, publication or distribution of this announcement
and any other applicable documents related to the Partial Offer in
certain jurisdictions may be restricted by law. In particular, the
availability of the Partial Offer to Qualifying JLT Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom or who are
subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Unless otherwise determined by Jardine Matheson or required by
the City Code, and permitted by applicable law and regulation, the
Partial Offer will not be made, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction, and the Partial Offer will not be
capable of acceptance from or within a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Partial Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Partial Offer
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions as doing so may invalidate any purported acceptance
of the Partial Offer.
The Partial Offer will be subject to the applicable requirements
of the City Code, the Panel, the London Stock Exchange and the
Financial Services Authority.
United States Shareholders
The Partial Offer will be made to Qualifying JLT Shareholders
and will be made pursuant to English law and in compliance with the
applicable provisions of Section 14(e) of the US Securities
Exchange Act of 1934 (the "Exchange Act") and Regulation 14E
thereunder. The Partial Offer will not be made or intended to be
made pursuant to the provisions of any other law. Accordingly,
Jardine Matheson will not procure any further registrations,
authorisations or approvals of the Offer Document or the Partial
Offer by any security supervisory authority or similar
institutions. The Partial Offer will be made in the United States
by JMHI and no one else. The Partial Offer will be subject to
disclosure and procedure requirements of English law which are
different from those of the United States.
Forward Looking Statements
This announcement contains statements about Jardine Matheson and
JLT that are or may be forward looking statements. All statements
other than statements of historical facts included in this
announcement may be forward looking statements. Without limitation,
any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Jardine Matheson's or JLT's operations and
potential synergies resulting from the Partial Offer; and (iii) the
effects of government regulation on Jardine Matheson's or JLT's
business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. Jardine
Matheson disclaims any obligation to update any forward looking or
other statements contained herein, except as required by applicable
law.
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 must make an Opening Position Disclosure following the
commencement of the offer period. 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 the
offeree company. 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. Relevant persons who deal in the relevant securities
of the offeree company 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 must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company. 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 the offeree company, 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, 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 http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This summary should be read in conjunction with the full text of
this announcement. The Partial Offer will be subject to the
Conditions and further terms set out in Appendix I to this
announcement and to the full terms and conditions to be set out in
the Offer Document. Appendix II to this announcement contains
further details of the sources of information and bases of
calculations set out in this announcement, Appendix III contains a
summary of the irrevocable undertakings given by the JLT Directors
and Appendix IV contains definitions of certain expressions used in
this summary and in this announcement.
Please be aware that addresses, electronic addresses and certain
information provided by JLT Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from JLT may be provided to Jardine Matheson during the offer
period as requested under Section 4 of Appendix 4 of the Code to
comply with Rule 2.6(c).
Publication on Website
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on www.jardines.com and www.jltgroup.com by no later
than 12 noon (London time) on 16 September 2011.
Rule 2.10 Requirement
In accordance with Rule 2.10 of the Code, JLT confirms that as
at the date of this announcement, it has in issue 217,346,649
ordinary shares of 5p each (excluding ordinary shares held in
treasury). The International Securities Identification Number
(ISIN) of the ordinary shares is GB0005203376.
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 OF SUCH
JURISDICTION
15 September 2011
RECOMMENDED PARTIAL CASH OFFER
for
Jardine Lloyd Thompson Group plc ("JLT")
by
JMH Investments Limited ("JMHI")
a direct wholly-owned subsidiary of
Jardine Matheson Holdings Limited ("Jardine Matheson")
1 Introduction
Jardine Matheson and the JLT Independent Directors are pleased
to announce that they have reached agreement on the terms of a
unanimously recommended partial cash offer pursuant to which
Jardine Matheson, through its direct wholly-owned subsidiary JMHI,
will offer to acquire 21,734,665 JLT Shares, representing
approximately 10.0 per cent. of the issued ordinary share capital
of JLT (the "Partial Offer"). If successful, following the Partial
Offer Jardine Matheson will, together with its existing
shareholding of 65,966,789 JLT Shares, hold JLT Shares representing
approximately 40.35 per cent. of the issued ordinary share capital
of JLT.
2 The Recommended Partial Offer
Under the terms of the Partial Offer, which will be subject to
the Conditions and further terms set out in Appendix I to this
announcement and to be set out in the Offer Document, Qualifying
JLT Shareholders will be entitled to receive:
for each JLT Share acquired in the Partial Offer 765 pence in
cash
The Partial Offer values the JLT Shares subject to the Partial
Offer at approximately GBP166.27 million. The offer price of 765
pence per JLT Share under the Partial Offer represents a premium of
approximately:
-- 23.6 per cent. to 619 pence, being the Closing Price on 14
September 2011 (being the last Business Day prior to the
commencement of the Offer Period);
-- 19.1 per cent. to 642.36 pence, being the average Closing
Price over the three months from 14 June 2011 to 14 September 2011
(being the last Business Day prior to the commencement of the Offer
Period); and
-- 7.9 per cent. to 709 pence, being the Closing Price on 6
April 2011 (being the highest Closing Price during the 52 weeks
prior to the commencement of the Offer Period).
JLT Shares were marked ex-dividend on 7 September 2011. JLT
Shareholders on the register of members of JLT on 9 September 2011
are entitled to receive JLT's interim dividend of 9.2 pence per JLT
Share, whether or not they accept the Partial Offer.
Qualifying JLT Shareholders may accept the Partial Offer in
respect of any number of their JLT Shares or none at all. Subject
to the Partial Offer becoming unconditional in all respects, valid
acceptances will be met in full to the extent that they are for up
to the Relevant Percentage of an accepting Qualifying JLT
Shareholder's registered holding (or deemed registered holding) of
JLT Shares at the Record Date. Acceptances in excess of this amount
will be met (on the basis described below) to the extent the other
Qualifying JLT Shareholders do not accept the Partial Offer or
accept in respect of less than their Relevant Percentage. JLT
Shares tendered in excess of those representing the Relevant
Percentage of an accepting Qualifying JLT Shareholder's holding at
the Record Date will be accepted from each Qualifying JLT
Shareholder in the same proportion to the number tendered to the
extent necessary to enable JMHI to acquire 21,734,665 JLT Shares
pursuant to the Partial Offer.
For reference, JLT Shareholders should note that the Relevant
Percentage calculated on the current issued ordinary share capital
of JLT (being 217,346,649 JLT Shares) is approximately 14.36 per
cent. Please note that for the purposes of calculating entitlements
under the Partial Offer, the Relevant Percentage will be determined
by reference to the number of JLT Shares in issue on the Record
Date and therefore this percentage may change if the number of JLT
Shares in issue changes between now and the Record Date.
The Partial Offer is subject to satisfaction of certain
conditions, including, inter alia:
-- valid acceptances being received (and not, where permitted,
withdrawn) in respect of not less than 21,734,665 JLT Shares;
and
-- approval of the Partial Offer being given by JLT Shareholders
holding over 50 per cent. of the voting rights of JLT not held by
JMHI and persons acting in concert with it.
If the approval of the Partial Offer referred to above is not
obtained, the Partial Offer will lapse.
Your attention is drawn to paragraph 6 below, which refers to
the unanimous recommendation of the JLT Independent Directors to
approve and accept the Partial Offer.
Instructions for JLT Shareholders as to how to approve the
Partial Offer (whether or not they wish to accept the Partial
Offer) will be set out in the Offer Document.
All JLT Shareholders holding JLT Shares in certificated form who
wish to accept the Partial Offer should complete, sign and return
the Form of Acceptance (which will be sent to them together with
the Offer Document) as soon as possible and in accordance with the
procedures set out in the Offer Document.
All JLT Shareholders holding JLT Shares in uncertificated form
who wish to accept the Partial Offer should make their acceptances
electronically through CREST. JLT Shareholders who are not CREST
members should notify their CREST member brokerage firms of which
they are clients of their decision to accept the Partial Offer.
Important note to option holders
Holders of options over JLT Shares that are exercisable (or will
become exercisable during the period in which the Partial Offer is
open for acceptance) are informed that they may exercise their
options and participate in the Partial Offer on the same terms as
JLT Shareholders provided that the JLT Shares that result from
option exercise are registered on the register of members by the
Record Date.
3 Background to and reasons for the Partial Offer
Jardine Matheson has been a long-term strategic investor in JLT
from the time of the merger in 1997 of Jardine Matheson's listed
subsidiary, JIB Group, which Jardine Matheson founded in the early
1970s, and Lloyd Thompson Group to form JLT. JLT represents a core
strategic investment within the Jardine Matheson Group, and Jardine
Matheson has no intention of divesting any shares in JLT.
Jardine Matheson is committed to JLT remaining an independent
listed company and recognises that JLT's business model benefits
from this status. Jardine Matheson also believes that a stable
platform from which to pursue its growth strategy is important for
JLT's success.
Through the Partial Offer, Jardine Matheson would like to invest
further in JLT to reinforce its long-term commitment to the
Company. The structure of the proposed Partial Offer is designed to
preserve the Company's independence while allowing it to benefit
from the reinforced support of Jardine Matheson. Jardine Matheson
and the JLT Independent Directors believe that an aggregate holding
of approximately 40.35 per cent. that would result following
completion of the Partial Offer is the appropriate level at which
to strike this balance.
Jardine Matheson strongly backs JLT's existing management team
in the execution of its current business strategy and fully
supports the role that the board of JLT plays in the overall
development of the Company. No changes to the composition of the
board are proposed. Jardine Matheson firmly supports the approach
the JLT Board has taken to dividends.
Jardine Matheson takes a long-term approach to investments, and
believes that its principal Group companies, the majority of which
are separately listed, benefit from the access that Jardine
Matheson provides to its extensive international network -
principally in the growing markets of Asia - as well as Jardine
Matheson's strong financial standing. Jardine Matheson believes
that its scale and resources make it a well-placed partner to
support JLT's growth ambitions.
Two Jardine Matheson Directors who also sit on the JLT Board
have not participated in the consideration of the Partial Offer
from the Jardine Matheson perspective.
4 Irrevocable undertakings
Jardine Matheson and JMHI have received from each of the JLT
Independent Directors irrevocable undertakings to (or procure to)
approve the Partial Offer in respect of their entire beneficial
holdings in JLT, amounting to, in aggregate, 493,375 JLT Shares,
representing approximately 0.23 per cent. of the issued ordinary
share capital of JLT, and from each of the JLT Directors
irrevocable undertakings to (or procure to) accept the Partial
Offer in respect of their respective Relevant Percentage of JLT
Shares. Further details of these irrevocable undertakings
(including the circumstances in which they will fall away) are set
out in Appendix III to this announcement and will be repeated in
JMHI's Opening Position Disclosure.
5 Background to and reasons for the recommendation
The JLT Independent Directors have carefully considered the
Partial Offer taking into account the interests of the Company, its
shareholders, employees, customers and other stakeholders. The JLT
Independent Directors have considered, inter alia, JLT's future
prospects, the commercial benefits for JLT from the commitment of
Jardine Matheson as a major shareholder and the financial terms of
the Partial Offer.
Jardine Matheson's strategic investment in insurance broking
pre-dates the time of the merger of Jardine Matheson's listed
subsidiary, JIB Group, and Lloyd Thompson Group in 1997. Over the
life of its investment in JLT, Jardine Matheson has demonstrated
its long-standing support for JLT's business. The JLT Independent
Directors believe this support is of great importance to the
Company's continued success. JLT has also benefited through its
shared branding and commercial relationships with Jardine Matheson,
particularly in Asia, and Jardine Matheson's commitment to its
shareholding over this time.
Key to JLT's strategic, operational and financial success is its
ability to compete with the major global insurance brokers for
talented professionals and clients, whilst building strong
partnerships in the insurance market. The JLT Independent Directors
expect Jardine Matheson's investment and commitment to its
shareholding to reinforce JLT's independence and ownership
stability, which is important to staff recruitment and retention,
as well as client and insurer relationships, and consequently
support its growth prospects. Furthermore, Jardine Matheson has
stated its commitment to JLT remaining an independent listed
company.
In recent years, JLT and its management have delivered strong
operational and financial performance in challenging markets. Over
the longer term, an investment in JLT has provided shareholders
with an attractive combination of share price appreciation and
growth in dividend income.
The Partial Offer will reinforce Jardine Matheson's long-term
commitment to JLT through a further investment of GBP166.27
million, resulting in an aggregate shareholding of approximately
40.35 per cent. if the Partial Offer completes, which Jardine
Matheson has confirmed it is committed to hold. Both the JLT
Independent Directors and Jardine Matheson believe this level of
shareholding is appropriate and consistent with the nature of the
historic and on-going relationship between the two companies and
will lead to greater benefits for JLT than presently flow from the
current level of shareholding. The JLT Independent Directors view
Jardine Matheson as a long-standing and highly supportive
shareholder of JLT and believe that Jardine Matheson's investment
through the Partial Offer demonstrates strong confidence in and
commitment to the business, its management team, strategy and
future prospects.
Jardine Matheson has confirmed it will continue to operate as a
significant shareholder in a manner that recognises and protects
the rights of JLT's independent shareholders. Jardine Matheson is
not seeking additional Board representation, and there will be no
changes to the composition of the board of directors of JLT.
Jardine Matheson also firmly supports the approach the JLT Board
has taken to dividends.
The JLT Independent Directors believe that the Partial Offer,
which values each JLT Share at 765 pence, represents an opportunity
for JLT Shareholders to realise a proportion of their investment in
JLT at an attractive premium to the current share price, whilst
maintaining a substantial economic interest through their residual
shareholding in JLT, whose competitive position the JLT Independent
Directors believe should be strengthened by the Partial Offer.
6 Unanimous recommendation
In light of the above, the JLT Independent Directors, who have
been so advised by J.P. Morgan Cazenove and Numis, consider the
terms of the Partial Offer to be fair and reasonable. In providing
their financial advice to the JLT Independent Directors, J.P.
Morgan Cazenove and Numis have taken into account the commercial
assessments of the JLT Independent Directors. Numis has provided
JLT with independent financial advice for the purposes of Rule 3 of
the City Code. The JLT Independent Directors believe that the
Partial Offer combines the opportunity for a partial realisation of
shareholders' investment at an attractive premium to the prevailing
share price with the ability for shareholders to retain a
substantial ongoing interest in the future of JLT, whose
competitive position the JLT Independent Directors believe should
be strengthened by Jardine Matheson's on-going commitment to the
business.
Accordingly, the JLT Independent Directors unanimously recommend
that JLT Shareholders should approve and accept the Partial Offer,
as the JLT Independent Directors have irrevocably undertaken to
approve (or procure the approval of) the Partial Offer in respect
of their entire beneficial holdings in JLT, amounting to, in
aggregate, 493,375 JLT Shares, representing approximately 0.23 per
cent. of the issued ordinary share capital of JLT and all of the
JLT Directors have irrevocably undertaken to accept (or procure the
acceptance of) the Partial Offer in respect of their respective
Relevant Percentage of JLT Shares.
The two JLT Directors who also sit on the Jardine Matheson Board
have not participated in the consideration of the Partial Offer, or
in the decision to recommend the Partial Offer from the JLT
perspective. All matters relating to the Partial Offer on behalf of
JLT have been considered by the JLT Independent Directors only.
Neither of these two JLT Directors has undertaken to approve the
Partial Offer because the votes attaching to their JLT Shares
cannot count towards satisfaction of the Approval Condition.
7 Information on Jardine Matheson and JMHI
Founded as a trading company in China in 1832, Jardine Matheson
is today a diversified business group employing over 300,000 people
and focused principally on Asia. Its businesses comprise a
combination of cash generating activities and long-term property
assets.
Jardine Matheson holds interests directly in Jardine Pacific
(100 per cent.), Jardine Motors Group (100 per cent.) and JLT (30
per cent.), while its 82 per cent.-held Group holding company,
Jardine Strategic, has interests in Hongkong Land (50 per cent.),
Dairy Farm (78 per cent.), Mandarin Oriental (74 per cent.) and
Jardine Cycle & Carriage (71 per cent.), which in turn has a 50
per cent. shareholding in Astra. The majority of these interests
are in listed entities. Jardine Strategic also has a 55 per cent.
shareholding in Jardine Matheson and a 21 per cent. attributable
interest in Rothschilds Continuation, the global financial advisory
group.
These companies are leaders in the fields of engineering and
construction, transport services, insurance broking, property
investment and development, retailing, restaurants, luxury hotels,
motor vehicles and related activities, financial services, heavy
equipment, mining and agribusiness.
Jardine Matheson reported an underlying profit attributable to
shareholders* in 2010 of US$1,364 million, compared with US$1,016
million in 2009, while the profit attributable to shareholders in
2010 was US$3,084 million, compared with US$1,731 million in 2009.
Jardine Matheson's gross revenue for 2010, including 100 per cent.
of revenue from associates and joint ventures, was US$47 billion,
compared with US$36 billion in 2009.
In Jardine Matheson's half yearly report for the six months
ended 30 June 2011, the Chairman reported that "Trading conditions
for the Group's businesses in Asia remain relatively resilient,
although concerns exist that the global economic climate is showing
some signs of fragility. Despite the lower income from residential
developments and reduced first-half profit in Jardine Motors, the
Group is expected to perform satisfactorily in the second half of
the year."
Jardine Matheson is incorporated in Bermuda and has a premium
listing on the London Stock Exchange, with secondary listings in
Bermuda and Singapore. Jardine Matheson Limited operates from Hong
Kong and provides management services to Group companies.
JMHI is a wholly-owned subsidiary of Jardine Matheson through
which Jardine Matheson currently holds 30.35 per cent of the issued
ordinary share capital of JLT. JMHI is incorporated in the British
Virgin Islands.
* Jardine Matheson uses 'underlying profit attributable to
shareholders' in its internal financial reporting to distinguish
between ongoing business performance and non-trading items.
Management considers this to be a key measure which provides
additional information to enhance understanding of Jardine
Matheson's underlying business performance.
8 Information on JLT
JLT is an international group of Risk Specialists and Employee
Benefits Consultants and is one of the largest of its type in the
world. JLT offers a distinctive choice to its clients and partners
through its combination of independence, scale and specialism. JLT
has a premium listing on the London Stock Exchange.
As an independent business, JLT is able to operate with autonomy
and flexibility. JLT has the scale to provide solutions to the
complex demands of the world's leading companies and to deliver
global servicing whilst recognising that the needs of each of its
clients is unique.
JLT consists of three divisions; Risk & Insurance, Employee
Benefits and Thistle Insurance Services. The Risk & Insurance
group comprises JLT's specialist broking operations around the
world and its predominantly London market based specialist risk,
wholesale insurance and reinsurance broking businesses. It offers
clients a distinctive choice through a combination of independence,
flexibility of approach, scale and specialisation. JLT's Employee
Benefits business provides services and products to meet the
changing demands of today's pension and employee benefits market.
The JLT International Network operates in over 135 countries and is
a combination of owned, partly owned and non-owned insurance
broking and employee benefit consultancy operations. Thistle
Insurance Services, which includes the JLT's Managing General
Underwriter, is an underwriting and distribution company, which
markets products on a non-advisory basis. Thistle can offer the
fully integrated services of an insurer with the exception of
providing the underwriting capital, as capacity is provided by an
authorised insurer. JLT does not take any underwriting risk to its
balance sheet.
Through subsidiaries and associated companies, the JLT Group
operates in more than 34 countries and employs some 6,200 staff. In
its audited accounts for the year ended 31 December 2010, JLT
reported Fees and Commissions of GBP740.7 million (2009: GBP612.9
million), Operating Profit of GBP118.2 million (2009: GBP100.8
million) and Profit before Tax of GBP119.4 million (2009: GBP102.0
million). As of the close business on 14 September 2011 the market
capitalisation of JLT was approximately GBP1,345 million.
Current Trading and Prospects
On 29 July 2011, JLT announced its unaudited interim results for
the six months ended 30 June 2011. JLT delivered a strong trading
performance in the first half of 2011, notwithstanding a continued
weak insurance market rating environment and subdued GDP growth in
the more mature economies in which it trades. Total revenue for the
six months was GBP411.3 million (2010: GBP377.8 million) resulting
in a profit before tax of GBP79.8 million (2010: GBP73.6 million).
The JLT Board recommended an interim dividend of 9.2p per share, an
increase from 8.8p in the prior year. JLT continues to face
challenging conditions for the business. The insurance rating
environment remains weak into the second half of 2011 and there is
a sense that the general economic climate and business confidence
has weakened over recent months following: the continued sovereign
debt crisis in the Eurozone, the worsening U.S. budget deficit
scenario, weaker than expected growth in many of the world's
developed economies and the political instability in North Africa
and the Middle East. JLT believes its emphasis on being a "client
first" organisation is clearly serving it well, as demonstrated by
its strong organic growth record. JLT continues to invest in
people, technology and business acquisitions across the Group to
support its future growth. All this gives JLT increasing confidence
in its ability to continue to deliver year-on-year financial
progress, building on the momentum developed in prior years.
9 Directors, management, employees and locations
Jardine Matheson confirms, in accordance with the provisions of
the Code, that following the Partial Offer becoming or being
declared unconditional in all respects, Jardine Matheson has no
intention to propose changes to the JLT Board. Furthermore, Jardine
Matheson has no intention to propose changes to the existing
employment rights of any member of JLT management or JLT employee
and there are no changes proposed by Jardine Matheson with respect
to the location of JLT operations or existing trading facilities
for JLT Shares as a result of the Partial Offer. These matters
shall continue to be managed by the Board of JLT.
10 Financing
Jardine Matheson is providing the cash consideration payable
under the Partial Offer from its own resources.
Rothschild, financial adviser to Jardine Matheson and JMHI, is
satisfied that sufficient resources are available to satisfy in
full the cash consideration payable to Qualifying JLT Shareholders
under the terms of the Partial Offer.
11 Opening Position Disclosures and Interests
JMHI confirms that it will make an Opening Position Disclosure
shortly following the date of this announcement, setting out the
details required to be disclosed by it under Rule 8.1(a) of the
Code.
12 Offer Document
It is expected that the Offer Document, the Approval Form and
the Form of Acceptance accompanying the Offer Document will be
published as soon as practicable and, in any event, (save with the
consent of the Panel) within 28 days of this announcement. The
Offer Document, the Approval Form and Form of Acceptance will be
made available to all JLT Shareholders at no charge to them.
Once the Offer Document has been published, JLT Shareholders
shall have a minimum period of 28 days to approve and accept the
Partial Offer.
JLT Shareholders are urged to read the Offer Document and the
accompanying Approval Form and Form of Acceptance when they are
sent to them because they will contain important information.
13 Conditions and further terms
The Partial Offer will be subject to the Conditions and further
terms set out in Appendix I to this announcement, with the full
terms to be set out in the Offer Document.
14 General
The Partial Offer will be made subject to the Conditions and
certain further terms set out in Appendix I to this announcement
and full terms to be set out in the Offer Document, and the
Approval Form and the Form of Acceptance. The bases and sources of
certain financial information contained in this announcement are
set out in Appendix II to this announcement. A summary of the
irrevocable undertakings is contained in Appendix III to this
announcement. Certain terms used in this announcement are defined
in Appendix IV to this announcement.
15 Documents on display
Copies of the irrevocable undertakings referred to in paragraph
4 above and summarised in Appendix III to this announcement will be
made available on the Jardine Matheson website from today until the
end of the Partial Offer.
Enquiries:
Jardine Matheson Holdings Limited
/ JMH Investments Limited
Neil McNamara +852 2843 8227
Rothschild (Financial Adviser to Jardine
Matheson and JMHI)
Crispin Wright
John Nisbet 020 7280 5000
UBS Investment Bank (Financial Adviser
and Corporate Broker to Jardine Matheson
and JMHI)
Tim Waddell
Tim Pratelli 020 7567 8000
Jardine Lloyd Thompson Group plc
Dominic Burke
Simon Mawson
Paul Dransfield 020 7528 4660
J.P. Morgan Cazenove (Financial Adviser
to JLT)
Tim Wise
Conor Hillery
Shona Graham 020 7588 2828
Numis (Independent Financial Adviser
to JLT)
Oliver Hemsley
Etienne Bottari 020 7260 1000
Media Enquiries (Brunswick Group)
Rebecca Shelley
Tom Burns 020 7404 5959
N M Rothschild & Sons Limited, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting as financial adviser to Jardine Matheson and
JMHI and no one else in connection with the matters set out in this
document and will not be responsible to anyone other than Jardine
Matheson and JMHI for providing the protections afforded to clients
of N M Rothschild & Sons Limited, nor for providing advice in
relation to any matter referred to herein.
UBS is acting exclusively for Jardine Matheson and JMHI and no
one else in connection with the Partial Offer and will not be
responsible to anyone other than Jardine Matheson and JMHI for
providing the protections afforded to clients of UBS, or for
providing advice in connection with the Partial Offer or any matter
referred to herein.
J.P. Morgan Cazenove, which is authorised and regulated in the
United Kingdom by the Financial Services Authority. J.P. Morgan
Cazenove is acting exclusively for JLT and no one else in
connection with the Partial Offer, is not advising, or acting for,
any other person and will not be responsible to anyone other than
JLT for providing the protections afforded to clients of J.P.
Morgan Cazenove or for providing advice in connection with the
Partial Offer or for any matter referred to herein.
Numis Securities Limited, which is authorised and regulated by
the Financial Services Authority, is acting exclusively for JLT and
no one else in connection with the Partial Offer and will not be
responsible to anyone other than JLT for providing the protections
afforded to clients of Numis Securities Limited or for providing
advice in connection with the Partial Offer or any matter referred
to herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Partial Offer or otherwise. The Partial Offer will
be made solely by means of an Offer Document, the Approval Form and
the Form of Acceptance accompanying the Offer Document, which will
contain the full terms and Conditions of the Partial Offer,
including details of how the Partial Offer may be accepted.
This announcement has been prepared for the purpose of complying
with English law and the City 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 Shareholders
The release, publication or distribution of this announcement
and any other documents related to the Partial Offer in certain
jurisdictions may be restricted by law. In particular, the
availability of the Partial Offer to Qualifying JLT Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom or who are
subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Unless otherwise determined by Jardine Matheson or required by
the City Code, and permitted by applicable law and regulation, the
Partial Offer will not be made, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction, and the Partial Offer will not be
capable of acceptance from or within a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Partial Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Partial Offer
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions as doing so may invalidate any purported acceptance
of the Partial Offer.
The Partial Offer will be subject to the applicable requirements
of the City Code, the Panel, the London Stock Exchange and the
Financial Services Authority.
United States Shareholders
The Partial Offer will be made to Qualifying JLT Shareholders
and will be made pursuant to English law and in compliance with the
applicable provisions of Section 14(e) of the US Securities
Exchange Act of 1934 (the "Exchange Act") and Regulation 14E
thereunder. The Partial Offer will not be made or intended to be
made pursuant to the provisions of any other law. Accordingly,
Jardine Matheson will not procure any further registrations,
authorisations or approvals of the Offer Document or the Partial
Offer by any security supervisory authority or similar
institutions. The Partial Offer will be made in the United States
by JMHI and no one else. The Partial Offer will be subject to
disclosure and procedure requirements of English law which are
different from those of the United States.
Forward looking statements
This announcement contains statements about Jardine Matheson and
JLT that are or may be forward looking statements. All statements
other than statements of historical facts included in this
announcement may be forward looking statements. Without limitation,
any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Jardine Matheson's or JLT's operations and
potential synergies resulting from the Partial Offer; and (iii) the
effects of government regulation on Jardine Matheson's or JLT's
business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. Jardine
Matheson disclaims any obligation to update any forward looking or
other statements contained herein, except as required by applicable
law.
Disclosure requirements of the Takeover Code (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 must make an Opening Position Disclosure following the
commencement of the offer period. 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 the
offeree company. 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 10(th) business day following the commencement of the
offer period. Relevant persons who deal in the relevant securities
of the offeree company 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 must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company. 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 the offeree company, 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, 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 http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on Website
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on www.jardines.com and www.jltgroup.com by no later
than 12 noon (London time) on 16 September 2011.
APPENDIX I CONDITIONS AND CERTAIN TERMS OF THE OFFER
1 Conditions of the Partial Offer
The Partial Offer will be subject to the following
Conditions:
Acceptance Condition
(a) valid acceptances of the Partial Offer being received (and
not, where permitted, withdrawn) by no later than 1.00 p.m. (London
time) on the First Closing Date (or such later time(s) and/or
date(s) as JMHI may, subject to the rules of the City Code or with
the consent of the Panel, decide) in respect of not less than
21,734,665 JLT Shares;
Approval Condition
(b) JLT Shareholders holding over 50 per cent. of the voting
rights of JLT not held by JMHI and persons acting in concert with
it approving the making of the Partial Offer;
Guernsey Regulatory approval
(c) the earlier of:
(i) receipt by JLT Group subsidiary, Isosceles PCC Limited, of
an approval from the Guernsey Financial Services Commission in
respect of the increase in Jardine Matheson's effective interest in
Isosceles PCC Limited which will result from the Partial Offer;
and
(ii) expiry of all applicable waiting and other time periods
during which the Guernsey Financial Services Commission could
decide to object to the increase in Jardine Matheson's effective
interest in Isosceles PCC Limited which will result from the
Partial Offer;
Irish Regulatory approval
(d) the earlier of:
(i) receipt by Jardine Matheson of an approval from the Central
Bank of Ireland in respect of the increase in Jardine Matheson's
effective interest in JLT Insurance Brokers Ireland Limited which
will result from the Partial Offer; and
(ii) expiry of all applicable waiting and other time periods
during which the Central Bank of Ireland could decide to give, give
subject to conditions or withhold approval for the proposed
increase in Jardine Matheson's effective interest in JLT Insurance
Brokers Ireland Limited which will result from the Partial
Offer;
Spanish Regulatory approval
(e) the earlier of:
(i) receipt by JLT-SIACI Espana of confirmation of the
non-opposition of the Direccion General de Seguros y Fondos de
Pensiones in respect of the increase in Jardine Matheson's
effective interest in JLT-SIACI Espana which will result from the
Partial Offer; and
(ii) expiry of all applicable waiting and other time periods
during which the Direccion General de Seguros y Fondos de Pensiones
could decide to give, give subject to conditions or withhold
confirmation of the non-opposition of the proposed increase in
Jardine Matheson's effective interest in JLT-SIACI Espana which
will result from the Partial Offer;
Notifications, waiting periods and Authorisations
(f) (i) all material notifications, filings or applications
which are necessary or considered appropriate or desirable by
Jardine Matheson having been made in connection with the Partial
Offer, (ii) all necessary waiting periods (including any extensions
thereof) under any applicable legislation or regulation of any
jurisdiction having expired, lapsed or been terminated (as
appropriate), (iii) all statutory and regulatory obligations in any
jurisdiction having been complied with in each case in respect of
the Partial Offer, (iv) all Authorisations necessary or appropriate
in any jurisdiction for or in respect of the Partial Offer having
been obtained on terms and in a form reasonably satisfactory to
Jardine Matheson from all appropriate Third Parties or (without
prejudice to the generality of the foregoing) from any person or
bodies with whom any member of the Wider JLT Group or the Jardine
Matheson Group has entered into contractual arrangements, and (v)
all such Authorisations necessary, appropriate or desirable to
carry on the business of any member of the Wider JLT Group in any
jurisdiction having been obtained and all such Authorisations
remaining in full force and effect at the time at which the Partial
Offer becomes otherwise wholly unconditional and there being no
notice or intimation of an intention to revoke, suspend, restrict,
modify or not to renew such Authorisations;
General antitrust and regulatory
(g) no antitrust regulator or Third Party having given notice of
a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything, or having enacted,
made or proposed any statute, regulation, decision, order or change
to published practice (and in each case, not having withdrawn the
same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be
expected to:
(i) require, prevent or delay the divestiture or alter the terms
envisaged for any divestiture by any member of the Jardine Matheson
Group or by any member of the Wider JLT Group of all or any part of
its businesses, assets or property or impose any limitation on the
ability of all or any of them to conduct their businesses (or any
part thereof) or to own, control or manage any of their assets or
properties (or any part thereof);
(ii) require any member of the Jardine Matheson Group or the
Wider JLT Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Wider JLT Group or any asset owned by any third party (other than
in the implementation of the Partial Offer);
(iii) impose any limitation on, or result in a delay in, the
ability of Jardine Matheson or JMHI, directly or indirectly, to
hold or to exercise effectively all or any rights of ownership in
respect of shares or other securities in JLT held directly or
indirectly by Jardine Matheson or JMHI, or on the ability of any
member of the Wider JLT Group directly or indirectly to hold or
exercise effectively all or any rights of ownership in respect of
shares or other securities (or the equivalent) in, or to exercise
voting or management control over, any member of the Wider JLT
Group;
(iv) otherwise adversely affect any or all of the business,
assets, profits or prospects of any member of the Wider JLT Group
or any member of the Jardine Matheson Group;
(v) result in any member of the Wider JLT Group or any member of
the Jardine Matheson Group ceasing to be able to carry on business
under any name under which it presently carries on business;
(vi) make the Partial Offer or its implementation void,
unenforceable and/or illegal under the laws of any relevant
jurisdiction, or otherwise, directly or indirectly materially
prevent or prohibit, restrict, restrain, or delay or otherwise
interfere with the implementation of, or impose material additional
conditions or obligations with respect to, or otherwise materially
challenge, impede, interfere or require material amendment of the
Partial Offer; or
(vii) require a divestiture by any member of the Jardine
Matheson Group of any shares or other securities (or the
equivalent) in any member of the Jardine Matheson Group or in JLT,
or require a divesture by any member of the Wider JLT Group of any
shares or other securities (or the equivalent) in any member of the
Wider JLT Group,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such antitrust regulator or
Third Party could decide to take, institute, implement or threaten
any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any jurisdiction
in respect of the Partial Offer or the acquisition or proposed
acquisition of any JLT Shares or otherwise intervene having
expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
(h) there being no provision of any arrangement, agreement,
lease, licence, franchise, permit or other instrument to which any
member of the Wider JLT Group is a party or by or to which any such
member or any of its assets is or may be bound, entitled or be
subject or any event or circumstance which, as a consequence of the
Partial Offer, could or might reasonably be expect to result
in:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider
JLT Group being or becoming repayable, or capable of being declared
repayable, immediately or prior to its or their stated maturity
date or repayment date, or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited or
being capable of becoming or being withdrawn or inhibited;
(ii) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of any member of the Wider JLT Group or any such mortgage,
charge or other security interest (whenever created, arising or
having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence,
franchise, permit or other instrument being terminated or the
rights, liabilities, obligations or interests of any member of the
Wider JLT Group being adversely modified or adversely affected or
any obligation or liability arising or any adverse action being
taken or arising thereunder;
(iv) any liability of any member of the Wider JLT Group to make
any severance, termination, bonus or other payment to any of its
directors, or other officers;
(v) the rights, liabilities, obligations, interests or business
of any member of the Wider JLT Group under any such arrangement,
agreement, licence, permit, lease or instrument or the interests or
business of any member of the Wider JLT Group in or with any other
person or body or firm or company (or any arrangement or
arrangement relating to any such interests or business) being or
becoming capable of being terminated, or adversely modified or
affected or any onerous obligation or liability arising or any
adverse action being taken thereunder;
(vi) any member of the Wider JLT Group ceasing to be able to
carry on business under any name under which it presently carries
on business;
(vii) the value of, or the financial or trading position or
prospects of, any member of the Wider JLT Group being prejudiced or
adversely affected; or
(viii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider JLT Group other than trade
creditors or other liabilities incurred in the ordinary course of
business,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider JLT Group is a party or
by or to which any such member or any of its assets are bound,
entitled or subject, would or might result in any of the events or
circumstances as are referred to in Condition (h)(i) to (viii);
Certain events occurring since 31 December 2010
(i) except as Disclosed, no member of the Wider JLT Group having
since 31 December 2010 (being the date of JLT's last audited
consolidated financial statements):
(i) issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of JLT
Shares out of treasury (except for the issue or transfer out of
treasury of JLT Shares on the exercise of employee share options or
vesting of employee share awards in the ordinary course under the
JLT Share Schemes);
(ii) except for the interim dividend of 9.2 pence the record
date for which is 9 September 2011, recommended, declared, paid or
made or proposed to recommend, declare, pay or make any bonus,
dividend or other distribution (whether payable in cash or
otherwise) other than dividends (or other distributions whether
payable in cash or otherwise) lawfully paid or made by any wholly
owned subsidiary of JLT to JLT or any of its wholly owned
subsidiaries;
(iii) other than pursuant to the Partial Offer (and except for
transactions between JLT and its wholly owned subsidiaries or
between the wholly owned subsidiaries of JLT and transactions in
the ordinary course of business) implemented, effected, authorised
or proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is
material in the context of the Wider JLT Group taken as a
whole;
(iv) (except for transactions between JLT and its wholly owned
subsidiaries or between the wholly owned subsidiaries of JLT) and
except for transactions in the ordinary course of business disposed
of, or transferred, mortgaged or created any security interest over
any material asset or any right, title or interest in any material
asset or authorised, proposed or announced any intention to do
so;
(v) (except for transactions between JLT and its wholly owned
subsidiaries or between the wholly owned subsidiaries of JLT)
issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness which is
material in the context of the Wider JLT Group as a whole;
(vi) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) except in the ordinary
course of business which is of a long term, unusual or onerous
nature or magnitude or which is or which involves or could involve
an obligation of a nature or magnitude which is reasonably likely
to be materially restrictive on the business of any member of the
Wider JLT Group;
(vii) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of any contract, service agreement,
commitment or arrangement with any director or, except for salary
increases, bonuses or variations of terms in the ordinary course,
senior executive of any member of the Wider JLT Group;
(viii) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
Wider JLT Group which are material in the context of the Wider JLT
Group taken as a whole;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital;
(x) except in the ordinary course of business, waived,
compromised or settled any claim which is material in the context
of the Wider JLT Group as a whole;
(xi) terminated or varied the terms of any agreement or
arrangement between any member of the Wider JLT Group and any other
person in a manner which would or might reasonably be expected to
have a material adverse effect on the financial position of the
Wider JLT Group taken as a whole;
(xii) made any alteration to its memorandum or articles of
association or other incorporation documents;
(xiii) except as in relation to changes made or agreed as a
result of, or arising from, changes to legislation, made or agreed
or consented to any material change to the terms of the trust deeds
and rules constituting the pension scheme(s) established for its
directors, employees or their dependants or to the benefits which
accrue, or to the pensions which are payable, thereunder, or to the
basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined or to the
basis upon which the liabilities (including pensions) of such
pension schemes are funded or made, or agreed or consented to;
(xiv) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(xv) taken or proposed any steps, corporate action or had any
legal proceedings instituted or threatened against it in relation
to the suspension of payments, a moratorium of any indebtedness,
its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator,
manager, administrative receiver, trustee or similar officer of all
or any of its assets or revenues or any analogous or equivalent
steps or proceedings in any jurisdiction or appointed any analogous
person in any jurisdiction or had any such person appointed;
(xvi) (except for transactions between JLT and its wholly owned
subsidiaries or between the wholly owned subsidiaries), made,
authorised, proposed or announced an intention to propose any
change in its loan capital;
(xvii) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities; or
(xviii) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition (i);
No adverse change, litigation, regulatory enquiry or similar
(j) except as Disclosed, since 31 December 2010 there having
been:
(i) no adverse change and no circumstance having arisen which
would or might be expected to result in any adverse change in, the
business, assets, financial or trading position or profits or
prospects or operational performance of any member of the Wider JLT
Group which is material in the context of the Wider JLT Group;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced or
instituted by or against or remaining outstanding against or in
respect of, any member of the Wider JLT Group or to which any
member of the Wider JLT Group is or may become a party (whether as
claimant, defendant or otherwise) having been threatened,
announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider JLT Group, in each case which
might reasonably be expected to have a material adverse effect on
the Wider JLT Group taken as a whole;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider JLT Group having been threatened, announced or
instituted or remaining outstanding by, against or in respect of
any member of the Wider JLT Group, in each case which might
reasonably be expected to have a material adverse effect on the
Wider JLT Group taken as a whole;
(iv) no contingent or other liability having arisen or become
apparent to Jardine Matheson or increased other than in the
ordinary course of business which is reasonably likely to affect
adversely the business, assets, financial or trading position or
profits or prospects of any member of the Wider JLT Group to an
extent which is material in the context of the Wider JLT Group
taken as a whole; and
(v) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider JLT Group which is necessary for the proper
carrying on of its business and the withdrawal, cancellation,
termination or modification of which might reasonably be expected
to have a material adverse effect on the Wider JLT Group taken as a
whole;
No discovery of certain matters regarding information and
liabilities
(k) except as Disclosed, Jardine Matheson not having
discovered:
(i) that any financial, business or other information concerning
the Wider JLT Group publicly announced prior to the date of the
Announcement or disclosed at any time to any member of the Jardine
Matheson Group by or on behalf of any member of the Wider JLT Group
prior to the date of the Announcement is misleading, contains a
misrepresentation of any fact, or omits to state a fact necessary
to make that information not misleading; or
(ii) that any member of the Wider JLT Group or any partnership,
company or other entity in which any member of the Wider JLT Group
has a significant economic interest and which is not a subsidiary
undertaking of JLT is, otherwise than in the ordinary course of
business, subject to any liability, contingent or otherwise and
which is material in the context of the Wider JLT Group taken as a
whole.
2 Certain further terms of the Partial Offer
2.1 Jardine Matheson reserves the right to waive, in whole or in
part, all or any of the above Conditions 1(c) to 1(k) (inclusive),
provided that Conditions 1(c), 1(d) and 1(e) may only be waived
with the consent of JLT.
2.2 If Jardine Matheson or JMHI is required by the Panel to make
an offer for JLT Shares under the provisions of Rule 9 of the Code,
Jardine Matheson may make such alterations to any of the above
Conditions, including the Acceptance Condition, the Approval
Condition, and terms of the Partial Offer as are necessary to
comply with the provisions of that Rule.
2.3 The Partial Offer will lapse unless all the above Conditions
have been fulfilled or, where permitted, waived or, where
appropriate, have been determined by Jardine Matheson to be or
remain satisfied, by midnight (London time) on the twenty-first day
after the later of the first closing date of the Partial Offer and
the date on which the Acceptance Condition is fulfilled (or, in
each case, such later date as Jardine Matheson may determine, in
accordance with the City Code).
2.4 Jardine Matheson shall be under no obligation to waive (if
capable of waiver), to determine to be or remain satisfied or to
treat as fulfilled any of Conditions 1(c) to 1(k) (inclusive) by a
date earlier than the latest date for the fulfilment of that
condition notwithstanding that the other Conditions of the Partial
Offer may at such earlier date have been waived or fulfilled and
that there are at such earlier date no circumstances indicating
that any of such Conditions may not be capable of fulfilment.
2.5 The Partial Offer will lapse (unless otherwise agreed with
the Panel) if it is referred to the UK Competition Commission or
European Commission before the later of 1.00pm (London time) on the
First Closing Date of the Partial Offer and the date when the
Partial Offer becomes or is declared unconditional as to
acceptances.
2.6 If the Partial Offer lapses, the Partial Offer will cease to
be capable of further acceptance and accepting Qualifying JLT
Shareholders and JMHI shall cease to be bound by Approval Forms and
Forms of Acceptance submitted at or before the time when the
Partial Offer so lapses.
2.7 The availability of the Partial Offer to persons not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the United
Kingdom should inform themselves about and observe any applicable
requirements.
2.8 The Partial Offer is not being made, directly or indirectly,
in, into or from, or by use of the mails of, or by any means of
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 jurisdiction where to do so would
violate the laws of that jurisdiction and will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within such Restricted Jurisdiction (unless otherwise
determined by Jardine Matheson) and the Partial Offer cannot be
accepted by any such use, means or instrumentality or otherwise
from any Restricted Jurisdiction.
3 Responsibility for information
3.1 The Jardine Matheson Directors accept responsibility for the
information contained in this announcement (other than information
relating to JLT, the Wider JLT Group and the JLT Directors and
persons connected with them). To the best of the knowledge and
belief of the Jardine Matheson Directors (who have taken all
reasonable care to ensure that such is the case), the information
contained in this document for which they accept responsibility is
in accordance with the facts and does not omit anything likely to
affect the import of such information.
3.2 The JMHI Directors accept responsibility for the information
contained in this announcement (other than information relating to
JLT, the Wider JLT Group and the JLT Directors and persons
connected with them). To the best of the knowledge and belief of
the JMHI Directors (who have taken all reasonable care to ensure
that such is the case), the information contained in this document
for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
3.3 The JLT Directors accept responsibility for the information
contained in this announcement relating to JLT, the Wider JLT Group
and the JLT Directors and persons connected with them except for
the recommendation contained in the summary and paragraph 6 of this
announcement, for which only the JLT Independent Directors accept
responsibility. To the best knowledge and belief of the JLT
Directors (who have taken all reasonable care to ensure that such
is the case), the information contained in this document for which
they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
APPENDIX II SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) The value placed by the Partial Offer on the existing issued
ordinary share capital of JLT is based on 217,346,649 JLT Shares in
issue on 14 September 2011, being the last dealing day prior to the
date of this announcement.
(ii) The Closing Prices from 14 June 2011 to and including 14
September 2011 are taken from the London Stock Exchange Daily
Official List.
(iii) Unless otherwise stated, the financial information
relating to JLT is extracted from the audited consolidated
financial statements of JLT for the financial year to 31 December
2010, prepared in accordance with IFRS.
(iv) The financial information relating to Jardine Matheson is
extracted from the audited consolidated financial statements of
Jardine Matheson for the financial year ended 31 December 2010,
prepared in accordance with IFRS.
(v) The percentage of JLT's issued ordinary share capital that
is the subject of the Partial Offer is based on the existing issued
ordinary share capital of JLT on the date of this announcement.
APPENDIX III IRREVOCABLE UNDERTAKINGS
Number of JLT Shares in which
irrevocable undertakings have
Name of JLT Director been received
Geoffrey Howe (Chairman)* 30,000
Dominic Burke (Chief Executive)* 303,583
Mark Drummond Brady* 58,292
Richard Harvey* 10,000
Nicholas MacAndrew* 5,000
John Paynter* 12,500
Simon Mawson* NIL
Vyvienne Wade* 74,000
Lord Leach of Fairford 22,500
Simon Keswick 2,249
518,124
* JLT Independent Director
All of the JLT Directors have irrevocably undertaken to accept
the Partial Offer in respect of the Relevant Percentage of their
JLT Shares. The JLT Independent Directors have also irrevocably
undertaken to approve the Partial Offer in respect of all of their
JLT Shares. The votes attaching to the JLT Shares held by Lord
Leach of Fairford and Simon Keswick cannot count towards
satisfaction of the Approval Condition because they are not JLT
Independent Directors, and as such they have not undertaken to
approve the Partial Offer.
The irrevocable undertakings will lapse if the Partial Offer is
not made (by publication of an offer document) by 28 days following
the publication of this announcement (or such later date as JLT may
agree and the Panel may permit) or the Partial Offer lapses or is
withdrawn without having become wholly unconditional.
APPENDIX IV DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise.
"Acceptance Condition" the condition as set out in paragraph
1(a) of Appendix I to this announcement
"Approval Condition" the condition as set out in paragraph
1(b) of Appendix I to this announcement
"Approval Form" the approval form relating to the
Partial Offer which will accompany
the Offer Document for use by JLT
Shareholders in connection with giving
their approval to JMHI making the
Partial Offer
"Authorisations" regulatory authorisations, orders,
recognitions, grants, consents, clearances,
confirmations, certificates, licences,
permissions or approvals
"Business Day" a day (other than Saturdays, Sundays
and public holidays in the UK) on
which banks are open for business
in the City of London
"City Code" or "Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market price of
a JLT Share on a particular trading
day as derived from the Daily Official
List
"Companies Act" the Companies Act 2006, as amended
"Conditions" the conditions of the Partial Offer,
set out in Appendix I to this Announcement
and to be set out in the Offer Document,
and "Condition" means any one of them
"CREST" the relevant system (as defined in
the Regulations) in respect of which
Euroclear is the Operator (as defined
in the Regulations)
"Daily Official List" the Daily Official List published
by the London Stock Exchange
"Dealing Arrangement" an arrangement of the kind referred
to in Note 11(a) on the definition
of acting in concert in the Code
"Disclosed" the information disclosed by, or on
behalf of JLT, (i) in the annual report
and accounts of the JLT Group for
the financial year ended 31 December
2010; (ii) the interim results of
the JLT Group for the six month period
ending on 30 June 2011; (iii) in the
Announcement; (iv) in any other announcement
to a Regulatory Information Service
by, or on behalf of JLT prior to the
publication of the Announcement; or
(v) as otherwise fairly disclosed
to Jardine Matheson (or its respective
officers, employees, agents or advisers)
prior to 15 September 2011
"Exchange Act" the US Securities Exchange Act of
1934
"Euroclear" Euroclear UK & Ireland Limited
"First Closing Date" the date falling 28 days after the
date of publication of the Offer Document
"Form of Acceptance" the form of acceptance and authority
relating to the Partial Offer which
will accompany the Offer Document
for use by Qualifying JLT Shareholders
with JLT Shares in certificated form
in connection with the Partial Offer
"FSA" or "Financial Services the Financial Services Authority in
Authority" its capacity as the competent authority
for the purposes of Part VI of the
Financial Services and Markets Act
2000
"IFRS" International Financial Reporting
Standards
"Jardine Matheson" Jardine Matheson Holdings Limited
"Jardine Matheson Board" the board of directors of Jardine
Matheson
"Jardine Matheson Directors" the directors of Jardine Matheson
"Jardine Matheson Group" Jardine Matheson and associated undertakings
and any other body corporate, partnership,
joint venture or person in which Jardine
Matheson and all such undertakings
(aggregating their interests) have
a Significant Interest
"JLT" or the "Company" Jardine Lloyd Thompson Group plc
"JLT Board" the board of directors of JLT
"JLT Directors" the directors of JLT
"JLT Independent Directors" the JLT Directors who are not also
on the Jardine Matheson Board, being
all JLT Directors other than Lord
Leach of Fairford and Simon Keswick
"JLT Group" JLT and its subsidiary undertakings
and, where the context permits, each
of them
"JLT Shareholders" or the holders of JLT Shares
"Shareholders"
"JLT Shares" the existing unconditionally allotted
or issued and fully paid ordinary
shares of 5 pence each in the capital
of JLT and any further such ordinary
shares which are unconditionally allotted
or issued prior to the Record Date
"JMHI" JMH Investments Limited
"JMHI Directors" the directors of JMHI
"J.P. Morgan Cazenove" J.P. Morgan Limited (which conducts
its UK investment banking activities
as J.P. Morgan Cazenove)
"Listing Rules" the rules and regulations made by
the Financial Services Authority in
its capacity as the UK Listing Authority
under the Financial Services and Markets
Act 2000, and contained in the UKLA's
publication of the same name
"London Stock Exchange" London Stock Exchange plc
"Numis" Numis Securities Limited
"Offer Document" the document to be despatched to JLT
Shareholders containing the full terms
and conditions of the Partial Offer
"Offer Period" the offer period (as defined by the
Code) relating to JLT, which commenced
on 15 September 2011
"Official List" the Official List maintained by the
UKLA
"Opening Position Disclosure" has the same meaning as in Rule 8
of the Code
"Overseas Shareholders" JLT Shareholders (or nominees of,
or custodians or trustees for JLT
Shareholders) not resident in, or
nationals or citizens of the United
Kingdom
"Panel" the Panel on Takeovers and Mergers
"Partial Offer" the unanimously recommended partial
cash offer, made by JMHI, to acquire
21,734,665 JLT Shares on the terms
and subject to the Conditions to be
set out in the Offer Document, the
Approval Form and (in respect of JLT
Shares in certificated form) the Form
of Acceptance and including, where
the context permits, any subsequent
revision, variation, extension or
renewal of such offer
"Qualifying JLT Shareholders" holders of JLT Shares who are entered
on the register of members of JLT
at or before the Record Date and remain
on the register of members of JLT
at the Record Date
"Record Date" the close of business on the business
day immediately preceding the date
on which the Partial Offer becomes
wholly unconditional (or such earlier
date as Jardine Matheson may, with
the consent of the Panel, decide)
"Registrar" the Registrar of Companies in England
and Wales
"Regulations" the Uncertificated Securities Regulation
2001 (SI 2001 No. 3755)
"Regulatory Information any of the services set out in Appendix
Service" 3 to the Listing Rules
"Relevant Percentage" the figure, expressed as a percentage,
which is calculated by dividing 21,734,665
JLT Shares by the number of JLT Shares
in issue at the Record Date not already
held by Jardine Matheson
"Restricted Jurisdiction" any jurisdiction where extension or
acceptance of the Partial Offer would
violate the law of that jurisdiction
"Rothschild" N M Rothschild & Sons Limited
"Significant Interest" in relation to an undertaking, a direct
or indirect interest of 20 per cent.
or more of the total voting rights
conferred by the equity share capital
(as defined in section 548 of the
Companies Act) of such undertaking
"Third Party" each of a central bank, government
or governmental, quasi-governmental,
supranational, statutory, regulatory,
environmental, administrative, fiscal
or investigative body, court, trade
agency, association, institution,
environmental body, employee representative
body or any other body or person whatsoever
in any jurisdiction
"UBS" or "UBS Investment UBS Limited
Bank"
"UKLA" the UK Listing Authority, being the
Financial Services Authority Limited
acting in its capacity as the competent
authority for the purposes of Part
IV of the Financial Services and Markets
Act 2000
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland
"United States" or "US" the United States of America, its
territories and possessions, any state
of the United States of America, the
District of Columbia and all other
areas subject to its jurisdiction
and any political sub-division thereof
"Wider JLT Group" JLT and associated undertakings and
any other body corporate, partnership
or person in which JLT and such undertakings
(aggregating their interests) have
a Significant Interest
For the purposes of this announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All references to the "issued ordinary share capital" or
"existing ordinary share capital" of JLT shall, for the avoidance
of doubt, exclude any ordinary shares held in treasury.
All the times referred to in this announcement are London times
unless otherwise stated.
References to the singular include the plural and vice
versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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