TIDMJAR TIDMJLT
RNS Number : 6833Q
Jardine Matheson Hldgs Ld
24 October 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 THAT
JURISDICTION
24 October 2011
RECOMMENDED PARTIAL CASH OFFER
by
JMH INVESTMENTS LIMITED ("JMHI"), a direct wholly-owned
subsidiary
of JARDINE MATHESON HOLDINGS LIMITED ("Jardine Matheson"),
so as to increase its shareholding in
JARDINE LLOYD THOMPSON GROUP PLC ("JLT")
by approximately 10 per cent.
PARTIAL OFFER UNCONDITIONAL AS TO ACCEPTANCES, SATISFACTION OF
CERTAIN OTHER CONDITIONS AND UPDATE ON LEVEL OF APPROVALS
1 Introduction
On 15 September 2011, Jardine Matheson and the Independent
Directors of JLT announced that they had reached agreement on the
terms of a unanimously recommended partial cash offer pursuant to
which Jardine Matheson, through its direct wholly-owned subsidiary
JMHI, would 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").
The full terms and conditions of the Partial Offer and the
procedures for approval and acceptance of the Partial Offer were
set out in the offer document dated 23 September 2011 (the "Offer
Document").
2 Partial Offer declared unconditional as to acceptances and
satisfaction of certain other conditions
Jardine Matheson announces that the Acceptance Condition in
respect of the Partial Offer as set out in sub-paragraph (a) of
paragraph 1 of Part A of Appendix 1 to the Offer Document has been
satisfied. The Partial Offer is, therefore, unconditional as to
acceptances.
In addition, Jardine Matheson announces that:
-- approval has been received 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 completion of the Partial Offer; and
-- approval has been received from 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 completion of the Partial Offer.
The Partial Offer remains subject to a number of other
conditions as set out in paragraph 1 of Part A of Appendix 1 to the
Offer Document.
3 Level of acceptances
As at 1.00 p.m. (London time) on 21 October 2011, being the
First Closing Date of the Partial Offer, JMHI has received valid
acceptances in respect of a total of 127,031,207 JLT Shares,
representing approximately 58.4073 per cent. of the issued ordinary
share capital of JLT, which JMHI may count towards satisfaction of
the Acceptance Condition to the Partial Offer.
These acceptances include those received in respect of 70,769
JLT Shares (representing approximately 0.0325 per cent. of the
issued ordinary share capital of JLT) which were subject to
irrevocable undertakings given by JLT Directors. Acceptances from
JLT Directors who have given irrevocable undertakings to do so in
respect of 3,550 JLT Shares (representing approximately 0.0016 per
cent. of the issued ordinary share capital of JLT) remain
outstanding, although instructions have been given by the JLT
Directors to their financial intermediaries to accept and the
acceptances are expected during the extension of the Partial Offer
referred to below.
Interests in relevant securities
Save for the interests set out below, as at close of business on
21 October 2011, being the latest practicable date prior to
publication of this announcement, neither JMHI nor any of the
directors of JMHI nor (so far as JMHI is aware) any person acting
in concert with JMHI (within the meaning of the Code) (a) is
interested in, or has any rights to subscribe for, any relevant
securities of JLT or securities convertible or exchangeable into
JLT Shares, (b) has any short position (whether conditional or
absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase
or take delivery of any relevant securities of JLT, or (c) has
borrowed or lent any relevant securities of JLT (save for any
borrowed shares which have been either on-lent or sold).
As at close of business on 21 October 2011, being the latest
practicable date prior to publication of this announcement, the
following interests were disclosable by JMHI or persons acting in
concert with it:
Number of JLT relevant
securities (percentage
of the existing issued
Nature of interest ordinary share capital
Name or rights concerned of JLT)
JMHI JLT Shares 65,966,789 (30.3307%)
Jardine Matheson JLT Shares 65,966,789 (30.3307%)
Ben Keswick JLT Shares 1,349 (0.0006%)
Simon Keswick JLT Shares 2,249 (0.0010%)
Lord Leach of Fairford JLT Shares 22,500 (0.0103%)
UBS Financial Services
Inc. JLT Shares 1,104 (0.0005%)
4 Update on level of approvals
As at 1.00 p.m. (London time) on 21 October 2011, being the
First Closing Date of the Partial Offer, JMHI has received
approvals from JLT Shareholders holding 85.6041 per cent. of the
voting rights of JLT not held by JMHI and persons acting in concert
with it. Such level of approvals at the Record Date will satisfy
the Approval Condition in respect of the Partial Offer as set out
in sub-paragraph (b) of paragraph 1 of Part A of Appendix 1 to the
Offer Document.
5 Extension of the Partial Offer
In accordance with Rule 31.4 of the Code, the Partial Offer,
which remains subject to the terms and further conditions set out
in the Offer Document, is being extended and will remain open for
approval and acceptance until the next closing date which will be
1.00 p.m. (London time) on 4 November 2011. JLT Shareholders who
have not yet approved and/or accepted the Partial Offer and who
wish to do so should take action to approve and/or accept the
Partial Offer as soon as possible.
JLT Shares tendered in excess of those representing the Relevant
Percentage of an accepting JLT Shareholder's holding at the Record
Date will be subject to scaling down in accordance with paragraph
15 of Part II of, and paragraph 2 of Part B of Appendix 1 to, the
Offer Document. Jardine Matheson will make an announcement stating
the basis of such scaling down by 9.00 a.m. on the second Business
Day following the close of the Partial Offer.
Details of the procedures for approving and accepting the
Partial Offer and scaling down are set out in the Offer Document
sent to JLT Shareholders on 23 September 2011. The Offer Document
is also available on Jardine Matheson's website
www.jardines.com.
6 Further information
Enquiries
Jardine Matheson Holdings Limited /
JMH Investments Limited
+852 2843
Neil McNamara 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
Media Enquiries (Brunswick Group)
Rebecca Shelley
Tom Burns 020 7404 5959
Unless expressly defined in this announcement, terms defined in
the Offer Document dated 23 September 2011 have the same meaning
when used in this announcement.
Figures contained in this announcement, including the Relevant
Percentage, have been calculated based on the issued ordinary share
capital of JLT as at 21 October 2011, being 217,491,980 ordinary
shares.
This announcement will be available on Jardine Matheson's
website www.jardines.com by no later than 12 noon (London time) on
25 October 2011.
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
announcement or the Offer 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 or the
Offer Document 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.
You may request a hard copy of this announcement by contacting
the London Secretaries of Jardine Matheson, Matheson & Co., Ltd
at 3 Lombard Street, London EC3V 9AQ, or on 020 7816 8100. 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 the Offer Document, the PINK Approval
Form and the BLUE Acceptance Form 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 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. The release, publication
or distribution of this announcement in certain jurisdictions may
be restricted by law. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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