TIDMMHM TIDMJLT
RNS Number : 0842B
Marsh & McLennan Co Inc
18 September 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
18 September 2018
Recommended Cash Acquisition
of
JARDINE LLOYD THOMPSON GROUP PLC
by
MMC TREASURY HOLDINGS (UK) LIMITED
(a Marsh & McLennan Companies, Inc. group company)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary and highlights
The board of directors of MMC Treasury Holdings (UK) Limited
("MMC BidCo"), a wholly-owned subsidiary of Marsh & McLennan
Companies, Inc. ("MMC"), and the Independent Directors of Jardine
Lloyd Thompson Group plc ("JLT") are pleased to announce that they
have reached agreement on the terms of a recommended cash
acquisition by which the entire issued and to be issued share
capital of JLT will be acquired by MMC BidCo.
-- Under the terms of the Acquisition, JLT Shareholders will be entitled to receive:
For each JLT Share: GBP19.15 in cash
-- The Acquisition values the entire issued and to be issued
share capital of JLT at approximately GBP4.3 billion on a fully
diluted basis, and represents a premium of approximately:
o 33.7 per cent. to the Closing Price of GBP14.32 per JLT Share
on 17 September 2018 (being the last Business Day before this
announcement);
o 31.6 per cent. to the volume-weighted average price of
GBP14.55 per JLT Share for the one month ended 17 September 2018
(being the last Business Day before this announcement); and
o 37.1 per cent. to the volume-weighted average price of
GBP13.97 per JLT Share for the three months ended 17 September 2018
(being the last Business Day before this announcement).
-- The Acquisition Consideration implies an enterprise value of
approximately GBP4.9 billion for JLT.
-- The JLT Independent Directors, who have been so advised by
J.P. Morgan Cazenove and Simon Robertson Associates as to the
financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing their advice,
J.P. Morgan Cazenove and Simon Robertson Associates have taken into
account the commercial assessments of the JLT Independent
Directors. Accordingly, the JLT Independent Directors intend
unanimously to recommend that JLT Shareholders vote in favour of
the resolutions relating to the Acquisition at the Meetings (or in
the event that the Acquisition is implemented by way of an Offer,
to accept or procure acceptance of such Offer) as all of the JLT
Independent Directors who hold JLT Shares have irrevocably
undertaken to do in respect of their own beneficial holdings of
27,709 JLT Shares in aggregate representing approximately 0.01 per
cent. of JLT's issued share capital (excluding shares held in
treasury) on 17 September 2018 (being the last Business Day before
this announcement).
-- The JLT Executive Directors have not participated in the
decision to make the recommendation referred to above as they are
potential beneficiaries under the reward arrangements described in
paragraph 10 of the full announcement. However, the JLT Executive
Directors, being Dominic Burke, Mark Drummond Brady and Charles
Rozes, strongly support the Acquisition, and each of them has,
pursuant to a hard irrevocable undertaking, undertaken to (and
where applicable, use reasonable endeavours to procure their spouse
to) vote in favour of the resolutions relating to the Acquisition
at the Meetings (or in the event that the Acquisition is
implemented by way of an Offer, to accept or procure acceptance of
such Offer) in respect of their own (and, where applicable, their
spouse's) beneficial holdings of 599,302 JLT Shares in aggregate
representing approximately 0.27 per cent. of JLT's issued share
capital (excluding shares held in treasury) on 17 September 2018
(being the last Business Day before this announcement).
-- MMC and MMC BidCo have received a hard irrevocable
undertaking from JMH Investments Limited ("JMH"), part of the
Jardine Matheson Group, to vote in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the JLT General
Meeting in respect of 87,974,158 JLT Shares representing, in
aggregate, approximately 40.16 per cent. of the existing issued
share capital (excluding shares held in treasury) of JLT on 17
September 2018 (being the last Business Day before this
announcement).
-- In total, therefore, MMC and MMC BidCo have received hard
irrevocable undertakings in respect of, in aggregate, 88,601,169
JLT Shares representing approximately 40.45 per cent. of the
existing issued share capital (excluding shares held in treasury)
of JLT on 17 September 2018 (being the last Business Day before
this announcement).
-- MMC is delighted to announce that, following completion of
the Acquisition, Dominic Burke, Group Chief Executive of JLT, will
join MMC as Vice Chairman and will serve as a member of MMC's
Executive Committee. The directors of MMC are confident that
Dominic's years of experience and proven leadership in the industry
will be a valuable asset to MMC and its business.
-- It is intended that the Acquisition will be effected by a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006. However, MMC BidCo reserves the right to elect
to implement the Acquisition by way of an Offer (as defined in Part
28 of the Companies Act 2006), subject to the Panel's consent and
the terms of the Co-operation Agreement.
-- It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting
and JLT General Meeting, together with the associated forms of
proxy, will be posted to JLT Shareholders within 28 days of this
announcement and the Meetings are expected to be held shortly
thereafter. The Acquisition is currently expected to close during
Spring 2019, subject to receipt of the relevant competition
clearances and regulatory approvals.
-- Commenting on the Acquisition, Dan Glaser, President and CEO of MMC, said:
"The combination of MMC and JLT creates a compelling value
proposition for our clients, our colleagues and our shareholders.
JLT is a complementary strategic fit with MMC. Bringing together
our two enterprises will create a platform to deliver exceptional
service to clients across geographies and specialties. At a
personal level, I have come to know, and respect, Dominic Burke and
his management team from my time both at MMC and as an underwriter.
I am confident that the addition of JLT's talented colleagues will
make us an even stronger and more dynamic company."
-- Commenting on the Acquisition, Geoffrey Howe, Chairman of JLT, said:
"The JLT Board is unanimous that MMC has made a compelling offer
which reflects the substantial value created by the extraordinary
efforts of our people. I'm confident that combining the two groups'
strengths will create a business uniquely well equipped to serve
its clients in the future. We have long admired MMC and we can
think of no better home for our business."
-- Commenting on the Acquisition, Dominic Burke, Group Chief Executive of JLT, said:
"I am enormously proud of what JLT has achieved, founded on our
people, our culture and our unwavering commitment to our clients.
MMC is, and always has been, a highly respected competitor and I
believe that, combined, we will create a group that will truly
stand as a beacon for our industry."
Strategic rationale
The Acquisition accelerates MMC's strategy to be the pre-eminent
global firm offering clients advice and solutions in the areas of
risk, strategy and people. JLT's history of strong organic growth,
attractive geographic diversification, strong human capital and
culture presents a unique value proposition for MMC's shareholders
and the employees of the Combined Group. JLT and MMC both share a
commitment to excellence, integrity and a culture of collaboration
with high quality, talented personnel that maintain a singular
focus on serving clients.
The Acquisition brings a set of assets that is both diverse and
complementary to MMC's current operations and enhances the ability
to accelerate growth of the two businesses across products and
geographies. More specifically, the Acquisition represents a
meaningful step forward in MMC's continued push to expand in higher
growth segments. Benefits to MMC include:
-- Strengthening MMC's specialty risk broking which has deep expertise and capabilities
-- Expanding network for MMC's global reinsurance business
-- Enhancing positions in key growth markets such as Asia and
Latin America, and segments such as MMC's global retirement and
benefit operations (especially in the UK)
This transaction also provides an opportunity for MMC to enhance
several areas of JLT's business, including accelerating growth in
global employee benefits and their US expansion.
Overall, it is estimated that MMC's revenues will increase to
approximately $17 billion as a result of the Acquisition.
Advisers
Goldman Sachs is acting as financial adviser to MMC and MMC
BidCo in respect of the Acquisition. Slaughter and May and
Wachtell, Lipton, Rosen & Katz are acting as legal advisers to
MMC and MMC BidCo in relation to the Acquisition with Davis Polk
& Wardwell LLP also acting for MMC in respect of the Bridge
Loan Agreement.
J.P. Morgan Cazenove and Simon Robertson Associates are acting
as financial advisers to JLT. Clifford Chance LLP is acting as
legal adviser to JLT.
This summary should be read in conjunction with, and is subject
to, the full text of the following announcement (including its
Appendices). The Acquisition will be subject to the Conditions and
other terms set out in this announcement and to the full terms and
conditions which will be set out in the Scheme Document. Appendix 2
to the full announcement contains bases and sources of certain
information contained in this summary and the following
announcement. Details of irrevocable undertakings received by MMC
and MMC BidCo are set out in Appendix 3 to the full announcement.
Certain terms used in this summary and the following announcement
are defined in Appendix 4 to the full announcement.
A copy of this announcement and the documents required to be
published by Rule 26 of the City Code will be made available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on MMC's website at www.mmc.com and JLT's
website at www.jlt.com/investors by no later than 12 noon (London
time) on the business day following this announcement. For the
avoidance of doubt, the contents of these websites are not
incorporated by reference into, and do not form part of, this
announcement.
Analyst and investor presentation
MMC will host a conference call and webcast for investors and
analysts at 8.30 a.m. (New York time) and 1.30 p.m. (London time)
on 18 September 2018 to discuss the Acquisition.
To participate in this conference call, please use the following
access details:
US: +1 866 831 8658
UK: +44 (0)80 8101 1183
Outside the US or the UK: +1 785 424 1243
Participant code: 529923
The live audio webcast may be accessed at www.mmc.com.
Enquiries:
MMC and MMC BidCo
Dan Farrell +1 212 345 3713
Goldman Sachs (Financial Adviser to MMC and MMC BidCo)
Victor Lopez Balboa +1 212 902 1000
Mark Sorrell +44 20 7774 1000
Nick Harper +44 20 7774 1000
JLT
Charles Rozes (Group Finance Director) +44 20 7558 3380
Paul Dransfield (Head of Investor Relations) +44 20 7528 4933
J.P. Morgan Cazenove (Financial Adviser to JLT)
Conor Hillery +44 20 7742 4000
Edward Squire +44 20 7742 4000
James Robinson +44 20 7742 4000
Simon Robertson Associates (Financial Adviser to JLT)
Tim Wise +44 20 7318 8888
Brunswick Group (PR Adviser to JLT)
Tom Burns +44 20 7404 5959
Dania Saidam +44 20 7404 5959
Further information
This announcement is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be made solely
pursuant to the terms of the Scheme Document, which will contain
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Any decision in
respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in the Scheme
Document.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the UK, is acting exclusively
for MMC and MMC BidCo and no one else in connection with the
Acquisition or any other matters referred to in this announcement
and will not be responsible to anyone other than MMC and MMC BidCo
for providing the protections afforded to clients of Goldman Sachs
International or for providing advice in relation to the
Acquisition or any other matters referred to in this
announcement.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove")
is authorised by the PRA and regulated by the FCA and the PRA in
the UK and is acting exclusively for JLT and no one else in
connection with the Acquisition or any other matters referred to in
this announcement 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 relation to the
Acquisition or any other matters referred to in this
announcement.
Simon Robertson Associates LLP ("Simon Robertson Associates") is
regulated by the FCA in the UK and is acting exclusively for JLT
and no one else in connection with the Acquisition or any other
matters referred to in this announcement and will not be
responsible to anyone other than JLT for providing the protections
afforded to clients of Simon Robertson Associates or for providing
advice in relation to the Acquisition or any other matters referred
to in this announcement.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The availability of the Acquisition to JLT Shareholders who are
not resident in and citizens of the UK may be affected by the laws
of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in
relation to Overseas Shareholders will be contained in the Scheme
Document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their JLT Shares with respect to the Scheme at the Court
Meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. 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.
Unless otherwise determined by MMC BidCo or required by the City
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. If the Acquisition is implemented by
way of an Offer (unless otherwise permitted by applicable law and
regulation), the Offer may not be made directly or indirectly, in
or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
US holders of JLT Shares should note that the Acquisition
relates to the shares of an English company and is being made by
means of a scheme of arrangement provided for under English company
law. An acquisition effected by means of a scheme of arrangement is
not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition is
subject to the disclosure requirements and practices applicable in
the United Kingdom to schemes of arrangement which differ from the
disclosure requirements of United States tender offer and proxy
solicitation rules. If, in the future, MMC BidCo exercises the
right to implement the Acquisition by way of an Offer and
determines to extend the Offer into the United States, the
Acquisition will be made in compliance with applicable United
States laws and regulations. Financial information included in this
announcement and the Scheme Documentation has been or will have
been prepared in accordance with accounting standards applicable in
the United Kingdom that may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
It may be difficult for US holders of JLT Shares to enforce
their rights and any claim arising out of the US federal laws,
since MMC BidCo and JLT are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a
non-US jurisdiction. US holders of JLT Shares may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
The receipt of cash pursuant to the Acquisition by US holders of
JLT Shares as consideration for the transfer of its Scheme Shares
pursuant to the Scheme may be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each US holder of JLT Shares
is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by MMC and JLT contain
statements which are, or may be deemed to be, "forward-looking
statements". Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections of the management of MMC and JLT about
future events. 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", "should", "could", "would",
"may", "anticipates", "estimates", "synergy", "cost-saving",
"projects", "goal", "strategy", "budget", "forecast" or "might", or
words or terms of similar substance or the negative thereof, are
forward-looking statements. These include statements relating to
the following: (i) future capital expenditures, expenses, revenues,
earnings, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of MMC's and
JLT's operations and benefits from the Acquisition; (iii) the
achievement of cost or revenue synergies; and (iv) the effects of
government regulation on MMC's or JLT's businesses. These
statements are based on assumptions and assessments made by MMC and
JLT in light of their experience and their perception of historical
trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking
statements involve risk and uncertainty, because they relate to
events and depend on circumstances that will occur in the future
and the factors described in the context of such forward-looking
statements in this document could cause actual results and
developments to differ materially from those expressed in or
implied by such forward-looking statements. Although it is believed
that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations
will prove to have been correct.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions. Some examples include, but
are not limited to: the ability to consummate the Acquisition; the
ability to obtain requisite regulatory and shareholder approvals
and the satisfaction of other Conditions on the proposed terms and
schedule; the ability of MMC and JLT to successfully integrate
their respective operations and retain key employees; the potential
impact of the announcement or consummation of the Acquisition on
relationships, including with employees, suppliers, customers and
competitors; changes in general economic, business and political
conditions, including changes in the financial markets; significant
competition that MMC and JLT face; compliance with extensive
government regulation; the combined company's ability to make
acquisitions and its ability to integrate or manage such acquired
businesses. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors.
Neither MMC nor MMC BidCo nor JLT, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Neither
MMC nor MMC BidCo nor JLT assumes any obligation to update or
correct the information contained in this document (whether as a
result of new information, future events or otherwise), except as
required by applicable law.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.
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 each of (i) the offeree company and
(ii) any securities exchange offeror(s). 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 and, if appropriate,
by no later than 3.30 pm (London time) on the 10(th) business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure. Under Rule
8.3(b) of the City Code, any person who is, or becomes, interested
in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any securities exchange offeror. 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 each of (i) the offeree company and
(ii) any securities exchange offeror(s), 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 or a securities exchange offeror,
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 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on MMC's website at www.mmc.com and JLT's website at
http://www.jlt.com/investors no later than 12 noon (London time) on
the business day following this announcement. For the avoidance of
doubt, the contents of these websites are not incorporated by
reference and do not form part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the City Code, JLT Shareholders,
persons with information rights and participants in JLT Share
Schemes may request a hard copy of this announcement by contacting
JLT's registrars, Equiniti, during business hours on 0333 207 6577
(or +44 121 415 7099 if calling from outside the UK) or at
Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99
6DA. For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to you in relation to the Acquisition should
be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by JLT Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from JLT may be provided to MMC during the offer
period as required under Section 4 of Appendix 4 of the City Code
to comply with Rule 2.11(c).
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
Rule 2.9 of the City Code
For the purposes of Rule 2.9 of the City Code, JLT confirms
that, as at 17 September 2018, it had in issue 219,037,876 ordinary
shares of 5 pence each (excluding shares held in treasury). The
ISIN for the shares is GB0005203376.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
18 September 2018
Recommended Cash Acquisition
of
JARDINE LLOYD THOMPSON GROUP PLC
by
MMC TREASURY HOLDINGS (UK) LIMITED
(a Marsh & McLennan Companies, Inc. group company)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
The board of directors of MMC Treasury Holdings (UK) Limited
("MMC BidCo"), a wholly-owned subsidiary of Marsh & McLennan
Companies, Inc. ("MMC") and the Independent Directors of Jardine
Lloyd Thompson Group plc ("JLT") are pleased to announce that they
have reached agreement on the terms of a recommended cash
acquisition by which the entire issued and to be issued share
capital of JLT will be acquired by MMC BidCo.
1. The Acquisition
It is intended that the Acquisition will be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006. The purpose of the Scheme is to enable MMC
BidCo to acquire the whole of the issued and to be issued share
capital of JLT. Under the terms of the Acquisition, which will be
subject to the Conditions and other terms set out in this
announcement and to further terms to be set out in the Scheme
Document, JLT Shareholders will receive:
For each JLT Share: GBP19.15 pence in cash
The Acquisition values the entire issued and to be issued share
capital of JLT at approximately GBP4.3 billion on a fully diluted
basis, and represents a premium of approximately:
-- 33.7 per cent. to the Closing Price of GBP14.32 per JLT Share
on 17 September 2018 (being the last Business Day before this
announcement);
-- 31.6 per cent. to the volume-weighted average price of
GBP14.55 per JLT Share for the one month ended 17 September 2018
(being the last Business Day before this announcement); and
-- 37.1 per cent. to the volume-weighted average price of
GBP13.97 per JLT Share for the three months ended 17 September 2018
(being the last Business Day before this announcement).
The Acquisition Consideration implies an enterprise value of
approximately GBP4.9 billion for JLT.
MMC BidCo will have the right to reduce the Acquisition
Consideration by the amount of any dividend (or other distribution)
which is paid or becomes payable by JLT to JLT Shareholders other
than the Interim Dividend of 12.7p per JLT Share that has already
been announced by JLT for the period ended 30 June 2018 and that is
due to be paid on 3 October 2018.
The JLT Shares will be acquired fully paid and free from all
liens, charges, equitable interests, encumbrances and rights of
pre-emption and any other interests of any nature whatsoever and
together with all rights attaching thereto.
2. Background to and reasons for the Acquisition
The Acquisition accelerates MMC's strategy to be the pre-eminent
global firm offering clients advice and solutions in the areas of
risk, strategy and people. JLT's history of strong organic growth,
attractive geographic diversification, strong human capital and
culture presents a unique value proposition for MMC's shareholders
and the employees of the Combined Group. JLT and MMC both share a
commitment to excellence, integrity and a culture of collaboration
with high quality, talented personnel that maintain a singular
focus on serving clients.
The Acquisition brings a set of assets that is both diverse and
complementary to MMC's current operations and enhances the ability
to accelerate growth of the two businesses across products and
geographies. More specifically, the Acquisition represents a
meaningful step forward in MMC's continued push to expand in higher
growth segments. Benefits to MMC include:
-- Strengthening MMC's specialty risk broking which has deep expertise and capabilities
-- Expanding network for MMC's global reinsurance business
-- Enhancing positions in key growth markets such as Asia and
Latin America, and segments such as MMC's global retirement and
benefit operations (especially in the UK)
This transaction also provides an opportunity for MMC to enhance
several areas of JLT's business, including accelerating growth in
global employee benefits and their US expansion.
Overall, it is estimated that MMC's revenues will increase to
approximately $17 billion as a result of the Acquisition.
3. Recommendation
The JLT Independent Directors, who have been so advised by J.P.
Morgan Cazenove and Simon Robertson Associates as to the financial
terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing their advice, J.P. Morgan
Cazenove and Simon Robertson Associates have taken into account the
commercial assessments of the JLT Directors.
Accordingly, the JLT Independent Directors intend unanimously to
recommend that JLT Shareholders vote in favour of the resolutions
relating to the Acquisition at the Meetings (or in the event that
the Acquisition is implemented by way of an Offer, to accept or
procure acceptance of such Offer) as all of the JLT Independent
Directors who hold JLT Shares have irrevocably undertaken to do in
respect of their own beneficial holdings of 27,709 JLT Shares in
aggregate representing approximately 0.01 per cent. of JLT's issued
share capital (excluding shares held in treasury) on 17 September
2018 (being the last Business Day before this announcement).
The JLT Executive Directors have not participated in the
decision to make the recommendation referred to above as they are
potential beneficiaries under the reward arrangements described in
paragraph 10. However, the JLT Executive Directors, being Dominic
Burke, Mark Drummond Brady and Charles Rozes, strongly support the
Acquisition, and each of them has, pursuant to a hard irrevocable
undertaking, undertaken to (and where applicable, use reasonable
endeavours to procure their spouse to) vote in favour of the
resolutions relating to the Acquisition at the Meetings (or in the
event that the Acquisition is implemented by way of an Offer, to
accept or procure acceptance of such Offer) in respect of their own
(and, where applicable, their spouse's) beneficial holdings of
599,302 JLT Shares in aggregate representing approximately 0.27 per
cent. of JLT's issued share capital (excluding shares held in
treasury) on 17 September 2018 (being the last Business Day before
this announcement).
4. Background to and reasons for the recommendation
Since its formation in 1972, JLT has grown into one of the
world's leading providers of insurance, reinsurance and employee
benefits related advice and brokerage. In recent years, the
strategy pursued and executed by JLT's current management team,
including the successful expansion into the US, has seen the strong
continuation of this trend of market leading growth. As JLT's
recent interim results demonstrated, JLT continues to deliver
robust trading and financial performance, as it implements the
conclusions of last year's strategy re-examination. The turnaround
in performance of the UK and Ireland Employment Benefits business
and the continuing progress of US Specialty are complemented by the
early benefits from the management restructuring of the Specialty
Business on a global basis.
These positive developments give the JLT Board considerable
confidence in the continuing ability of management to execute
against its strategy and the JLT Group to report market leading
organic growth. Under the current management team, JLT has
delivered an annualised total shareholder return of 13 per cent.
over the past 13 years.
JMH's shareholding in JLT has been an important contributor to
JLT's success. JMH's long-standing involvement as a major
shareholder dates back to the formation of Jardine Insurance
Brokers by JMH in 1972, which subsequently merged with the Lloyd
Thompson Group in 1997 to form JLT, with JMH retaining a
shareholding of 30 per cent., which it then increased to 40 per
cent. in 2011. The shareholding has provided JLT with the market
place authority that comes with the support of a leading global
corporation. It has also raised JLT's profile, particularly in
Asia, and assured the JLT Group's independence on which clients and
staff alike have been able to rely.
The CEO of MMC approached the CEO of JLT in recent days with a
compelling proposal and, while the JLT Board is in no doubt as to
the JLT Group's strong prospects and continued strategic and
financial progress, the JLT Board concluded that it was appropriate
to explore the possibility of a transaction with MMC that could
deliver attractive value to all shareholders, while ensuring
stability and security for its people and clients. It was also
clear from the JLT Board's interactions with JMH that they
supported a transaction on such terms. While JMH continues to have
the highest regard for the company and everything its management
team has achieved over the years, including the considerable value
that has been generated for them as a shareholder, JMH's priorities
are increasingly focused on the development of its Asian
operations.
The final terms of the Offer made by MMC represent compelling
value to shareholders. An offer price of GBP19.15 per JLT Share
represents a premium of 37.1 per cent. to the 3 month volume
weighted average share price of GBP13.97. The JLT Board believes
that the Acquisition provides JLT Shareholders with an attractive
and certain valuation, payable in cash, that reflects both the
value that would have otherwise been unlocked over time as it
executes its strategy, as well as a portion of the strategic
benefits that are expected to arise in the combination with MMC.
The JLT Board expects that the quality of the JLT business, its
people and clients, and the entrepreneurial spirit that defines
JLT, will continue to prosper as part of MMC and have a positive
impact on the enlarged firm in the future.
5. Irrevocable Undertakings
MMC and MMC BidCo have received a hard irrevocable undertaking
from JMH to vote in favour of the Scheme at the Court Meeting and
the resolutions to be proposed at the JLT General Meeting in
respect of 87,974,158 JLT Shares representing, in aggregate,
approximately 40.16 per cent. of the existing issued share capital
(excluding shares held in treasury) of JLT on 17 September 2018
(being the last Business Day before this announcement). The
irrevocable undertaking given by JMH will only cease to be binding
if: (i) the Scheme Document (or Offer Document) has not been posted
within 28 days of the issue of this announcement (or (a) within
such longer period as MMC BidCo, with the consent of the Panel,
determines, or (b) if MMC BidCo elects to exercise its right to
switch to implement the Acquisition by way of an Offer rather than
a Scheme (or vice versa), within 28 days of the issue of the press
announcement announcing any such switch); (ii) the Scheme or Offer
lapses or is withdrawn; (iii) the Scheme or Offer does not become
effective before the Long Stop Date; or (iv) MMC BidCo announces
before the Scheme Document or Offer Document is published that it
does not intend to proceed with the Acquisition and no new, revised
or replacement Offer or Scheme is announced by MMC BidCo.
As mentioned above, MMC and MMC BidCo have also received hard
irrevocable undertakings from all of the JLT Directors who hold JLT
Shares to (and, where applicable, use reasonable endeavours to
procure their spouses to) vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the JLT General
Meeting in respect of their own (and, where applicable, their
spouses') beneficial holdings totalling 627,011 JLT Shares and
representing, in aggregate, approximately 0.29 per cent. of the
existing issued share capital (excluding shares held in treasury)
of JLT on 17 September 2018 (being the last Business Day before
this announcement).
In total, therefore, MMC and MMC BidCo have received hard
irrevocable undertakings to vote in favour of the Scheme in respect
of 88,601,169 JLT Shares in aggregate, representing approximately
40.45 per cent. of JLT's issued share capital (excluding shares
held in treasury) on 17 September 2018 (being the last Business Day
before this announcement). All such irrevocable undertakings also
contain undertakings to accept, or procure acceptance of, an Offer
in the event that MMC BidCo elects to exercise its rights to
implement the Acquisition by way of an Offer.
Further details of these irrevocable undertakings, including the
circumstances in which they cease to be binding, are set out in
Appendix 3 to this announcement.
6. Information relating to JLT
JLT is one of the world's leading providers of insurance,
reinsurance and employee benefits-related advice, brokerage and
associated services. JLT's client proposition is built upon its
deep specialist knowledge, client advocacy, tailored advice and
service excellence.
JLT operates in more than 40 territories with over 10,000
employees and, supported by the JLT International Network, it
offers risk management and employee benefit solutions in 135
countries.
7. Information relating to MMC
MMC BidCo is a wholly owned subsidiary of MMC (NYSE: MMC), a
global professional services firm offering clients advice and
solutions in the areas of risk, strategy and people. MMC's nearly
65,000 colleagues advise clients in over 130 countries. With annual
revenue over $14 billion, MMC helps clients navigate an
increasingly dynamic and complex environment through four
market-leading firms. Marsh advises individual and commercial
clients of all sizes on insurance broking and innovative risk
management solutions. Guy Carpenter develops advanced risk,
reinsurance and capital strategies that help clients grow
profitably and pursue emerging opportunities. Mercer delivers
advice and technology-driven solutions that help organizations meet
the health, wealth and career needs of a changing workforce. Oliver
Wyman serves as a critical strategic, economic and brand advisor to
private sector and governmental clients.
8. Management, employees, locations and pensions
MMC values JLT's strong brand and culture, and attaches great
importance to the skills and experience of JLT's management and
employees. MMC and JLT have highly complementary businesses. As
such, MMC expects the JLT employees to continue to contribute to
the success of the Combined Group following completion of the
Acquisition. MMC intends to look at ways to optimise the structure
of the Combined Group in order to achieve the anticipated benefits
of the Acquisition.
MMC's preliminary evaluation work to identify potential
synergies of the Acquisition considers that there will be some
duplication between the two businesses, particularly in functional
support areas. MMC has not yet received sufficiently detailed
information to formulate comprehensive plans or intentions
regarding the impact of the Acquisition on JLT, its various
business units or its employees, and intends to take a 'best of
both' approach to integration. MMC's preliminary evaluation
suggests that MMC is expected to achieve synergies of approximately
$250 million within three years of completion of the Acquisition, a
substantial portion of which could come from headcount reductions
in addition to savings in real estate, IT, outside services and
other initiatives. Based on this preliminary evaluation, MMC
expects a potential headcount reduction of between 2 and 5 per cent
of the total Combined Group workforce across all geographies,
including in the UK, Continental Europe, Asia, North America, the
Middle East, Latin America and the Pacific, and from a broad range
of job categories, including functional support areas such as
finance, human resources, IT, operations, legal and administrative
support staff.
The finalisation and implementation of any workforce reductions
will be subject to comprehensive planning and appropriate
engagement with stakeholders, including affected employees and any
appropriate employee representative bodies. Any affected
individuals will be treated in a manner consistent with MMC's high
standards, culture and practices. MMC intends to approach employee
and management integration with the aim of retaining and motivating
the best talent across the Combined Group to create a best-in-class
organisation.
It is expected that each of the JLT Non-Executive Directors will
(in accordance with the terms of the Co-operation Agreement) cease
to be directors of JLT shortly after the Effective Date and that,
following completion of the Acquisition, Dominic Burke, Group Chief
Executive of JLT, will join MMC as Vice Chairman and will serve as
a member of MMC's Executive Committee. The directors of MMC are
confident that Dominic's years of experience and proven leadership
in the industry will be a valuable asset to MMC and its
business.
MMC confirms that it has given assurances to the JLT Directors
that, upon and following completion of the Acquisition, it intends
to fully observe the existing employment rights of all JLT
management and employees and does not intend to make any material
changes to the conditions of employment of the employees of JLT.
Subject to the potential headcount reductions described above, MMC
also does not intend to make any material changes to the balance of
skills and the functions of the employees of JLT.
MMC BidCo does not intend to make any changes with regard to
employer contributions into JLT's existing pension schemes or the
accrual of benefits to existing members or the admission of new
members to such pension schemes. MMC BidCo intends that following
completion of the Acquisition, it will continue to comply with
JLT's existing defined benefit pension obligations, including
commitments to make previously agreed deficit contributions and
contractually required contributions.
MMC intends to maintain its headquarters for the Combined Group
in New York and as a result of the combination, while there may be
a rationalisation of certain offices and functions, MMC expects to
have an even larger presence in London and the UK more broadly. MMC
has over 85 offices and JLT has 40 offices around the globe. MMC
BidCo intends to leverage the expanded footprint of the Combined
Group to consolidate offices where feasible in order to
significantly reduce rental and lease expenses and to enable
colleagues to work more closely together. Accordingly, MMC BidCo
expects changes to several of its and JLT's offices or office
locations, including leveraging JLT locations for MMC employees and
vice versa. MMC BidCo has identified, in particular, various
regions where such duplication may exist, including in the UK,
Continental Europe, Asia, North America, the Middle East, Latin
America and the Pacific.
Further work is required to evaluate whether duplications in
headquarter functions and office locations across the Combined
Group necessitate rationalisation in future. No changes are
otherwise expected with respect to the redeployment of JLT's fixed
asset base and, to MMC's knowledge, JLT has no research and
development function.
Prior to the Scheme becoming effective, it is intended that
applications will be made to the London Stock Exchange to cancel
trading in JLT Shares on its main market for listed securities and
to the UK Listing Authority to cancel the listing of the JLT Shares
from the Official List, in each case with effect from or shortly
following the Effective Date.
No statements in this paragraph 8 constitute "post-offer
undertakings" for the purposes of Rule 19.5 of the City Code.
9. JLT Share Schemes
Participants in the JLT Share Schemes will be contacted
regarding the effect of the Acquisition on their rights under these
schemes and provided with further details concerning the proposals
which will be made to them in due course. Details of the proposals
will be set out in the Scheme Document or, as the case may be, the
Offer Document and in separate letters to be sent to participants
in the JLT Share Schemes.
10. Retention and reward arrangements
Given the critical importance of its senior management and staff
to its business and continued success, JLT put in place broad-based
retention and reward arrangements across the JLT Group to be
implemented in the event of a possible transaction. Under these
arrangements, an amount of up to GBP100 million will be allocated
to senior management and staff and payable on or shortly following
the closing of the Acquisition. JMH has committed to financially
support these arrangements by making a cash payment to JLT of GBP50
million on closing of the Acquisition. Further information
regarding these arrangements will be included in the Scheme
Document.
11. Financing of the Acquisition
The cash consideration payable to JLT Shareholders pursuant to
the Acquisition will be provided by MMC BidCo from a combination of
the MMC Group's existing cash resources and third party debt, as
described below.
MMC has entered into a Bridge Loan Agreement with Goldman Sachs
Bank USA, providing for a term loan bridge facility in the
principal amount of GBP5.2 billion, the proceeds of which will be
used to fund the cash consideration payable by MMC to Scheme
Shareholders in connection with the Acquisition. MMC has secured
the fully committed bridge financing from Goldman Sachs Bank USA as
Sole Lead Arranger, Sole Bookrunner and Administrative Agent and
together with Goldman Sachs Lending Partners LLC as lenders.
Goldman Sachs International is satisfied that sufficient
resources are available to MMC BidCo to satisfy in full the cash
consideration payable to JLT Shareholders pursuant to the terms of
the Acquisition.
Further information on the financing of the Acquisition will be
set out in the Scheme Document.
12. Offer-related Arrangements
Confidentiality Agreement
MMC and JLT have entered into a confidentiality agreement dated
13 September 2018 (the "Confidentiality Agreement") pursuant to
which MMC has undertaken, amongst other things, to: (i) keep
confidential information relating to JLT and not to disclose it to
third parties (other than certain permitted parties) unless
required by law or regulation; and (ii) use the confidential
information for the purpose of considering and implementing the
Acquisition. These confidentiality obligations will remain in force
for a period of 18 months.
The Confidentiality Agreement also contains undertakings from
both JLT and MMC that for a period of 12 months they will not
solicit, approach or employ (subject to certain exceptions) any
director, officer or employee of the other with whom they come into
contact in connection with the Acquisition. The agreement also
contains standstill provisions which restrict MMC and its concert
parties from acquiring or offering to acquire interests in
securities of JLT except in circumstances where, inter alia, an
announcement is made pursuant to Rule 2.7 of the City Code in
relation to a firm offer for JLT Shares by a third party or where,
following this announcement, any person becomes interested in
securities of JLT equivalent to 15% or more of JLT's entire issued
share capital.
Joint Defence Agreement
JLT, MMC and their respective legal counsels have entered into a
Clean Team and Joint Defence Agreement dated 12 September 2018 (the
"Joint Defence Agreement"), the purpose of which is to ensure that
the exchange and/or disclosure of certain materials relating to the
parties for purposes of assessing antitrust or other regulatory
issues and seeking relevant clearances, are undertaken on a
confidential basis and do not result in a waiver of any privilege,
right or immunity that might otherwise be available, and that
certain commercially and competitively sensitive information is
ring-fenced and only exchanged or disclosed between JLT and MMC's
respective legal counsels and external experts.
Co-operation Agreement
MMC, MMC BidCo and JLT have entered into a Co-operation
Agreement dated 18 September 2018 with respect to the conduct of
the Acquisition. Under the terms of the Co-operation Agreement, MMC
has agreed to take all steps necessary to obtain competition
clearances as soon as reasonably possible after the date of the
agreement (and, in any event, within the Phase 1 review period of
the European Commission and no later than the Long Stop Date) by
offering (at MMC's sole cost) all such remedies as may be necessary
and accepting and implementing any remedies that may be required by
any relevant antitrust authority for that purpose. MMC has also
agreed that it will not, and will procure that no member of the MMC
group or any of its advisors or representatives will, take any
action that could reasonably be expected to adversely affect or
materially delay the obtaining of the competition law clearances.
JLT and MMC will co-operate and provide each other with reasonable
information and assistance in relation to the filings, submissions
and notifications to be made in relation to such clearances and MMC
BidCo will provide JLT with certain information, assistance and
access as may be reasonably required for the preparation of the
Scheme Document.
JLT and MMC will implement certain employee-related matters in
accordance with Schedule 2 of the Co-operation Agreement.
The Co-operation Agreement is terminable if:
(A) the JLT Independent Directors have withdrawn, or adversely
modified or qualified, their unanimous and unconditional
recommendation that the JLT Shareholders vote in favour of the
resolutions relating to the Acquisition (or to accept the Offer if
the Acquisition has switched to an Offer);
(B) a competing transaction: (i) is recommended by the JLT
Directors or the JLT Independent Directors; or (ii) completes,
becomes effective or is declared or becomes unconditional in all
respects, in each case prior to the Long Stop Date;
(C) any Condition which has not been waived by MMC (despite its
right to do so) or any Condition (other than those set out in
paragraph 3 of Appendix 1) that is incapable of waiver has become
incapable of satisfaction by the Long Stop Date (in circumstances
where invocation of the relevant Condition is permitted by the
Panel);
(D) the Acquisition is withdrawn, terminates or lapses in
accordance with its terms (other than pursuant to MMC's right to
switch to an Offer in accordance with the terms of the Co-operation
Agreement, or if the Acquisition is to be implemented by a
different offer or scheme pursuant to a further announcement);
(E) the Court Meeting, JLT General Meeting or Scheme Court
Hearing have not been held on or before the 22(nd) day after the
expected date of such meeting or hearing as set out in the Scheme
Document (or such later date as may be agreed in writing between
the parties with the consent of the Panel and approval of the Court
(if required));
(F) the Scheme is not approved by the JLT Shareholders at the
Court Meeting and/or the JLT General Meeting or the court refuses
to sanction the Scheme;
(G) the Effective Date has not occurred by the Long Stop Date
(unless otherwise agreed by the parties in writing); or
(H) otherwise agreed between JLT, MMC and MMC BidCo in writing.
13. Opening Position Disclosure
In connection with the Acquisition, MMC BidCo will make a public
Opening Position Disclosure setting out details of its interests or
short positions in, or rights to subscribe for, any relevant
securities of JLT by no later than 12 noon on 2 October 2018.
MMC BidCo's Opening Position Disclosure will include details of
any interests or short positions in, or rights to subscribe for,
any relevant securities of JLT held by all persons acting in
concert with MMC BidCo.
14. Scheme of Arrangement
It is intended that the Acquisition will be effected by a
Court-sanctioned scheme of arrangement between JLT and the Scheme
Shareholders under Part 26 of the Companies Act 2006. The purpose
of the scheme is to provide for MMC BidCo to become owner of the
whole of the issued and to be issued share capital of JLT.
It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting
and JLT General Meeting, together with the associated forms of
proxy, will be posted to JLT Shareholders within 28 days of this
announcement and the Meetings are expected to be held shortly
thereafter.
Under the Scheme, the Acquisition is to be achieved by the
transfer of the Scheme Shares held by Scheme Shareholders to MMC
BidCo in consideration for which Scheme Shareholders will receive
consideration on the basis set out in paragraph 1 of this
announcement.
The Acquisition will be subject to the Conditions and further
terms and conditions referred to in Appendix 1 to this announcement
and to be set out in the Scheme Document. The Conditions include
(i) a long-stop date of 31 December 2019 by which the Scheme must
become effective (unless extended with the agreement of MMC BidCo
and JLT with the consent of the Panel); (ii) a condition that the
Meetings are held no later than the 22(nd) day after the expected
date of the Meetings to be set out in the Scheme Document in due
course or any date to which any such meeting is adjourned (or such
later date as may be agreed between MMC BidCo and JLT); and (iii) a
condition that the Scheme is sanctioned by the Court no later than
the 22(nd) day after the expected date of the Scheme Court Hearing
to be set out in the Scheme Document in due course or any date to
which any such meeting is adjourned (or such later date as may be
agreed between MMC BidCo and JLT).
To become effective, the Scheme requires the approval of Scheme
Shareholders by the passing of a special resolution at the Court
Meeting, which must be approved by a majority in number of the
Scheme Shareholders present and voting (and entitled to vote),
either in person or by proxy, representing not less than 75 per
cent. of the Scheme Shares held by such Scheme Shareholders and the
passing of a special resolution at the JLT General Meeting,
requiring the approval of JLT Shareholders representing at least 75
per cent. of the votes cast at the JLT General Meeting (either in
person or by proxy). The JLT General Meeting will be held
immediately after the Court Meeting. In respect of the special
resolution at the JLT General Meeting, JLT Shareholders will be
entitled to cast one vote for each Scheme Share held.
Following the Meetings, the Scheme must be sanctioned by the
Court. The Scheme will only become effective once a copy of the
Scheme Court Order is delivered to the Registrar of Companies.
Upon the Scheme becoming effective, it will be binding on all
JLT Shareholders, irrespective of whether or not they attended or
voted at the Meetings and the cash consideration will be despatched
by MMC BidCo to Scheme Shareholders no later than 14 days after the
Effective Date. It is currently expected that this will take place
during Spring 2019, subject to receipt of the relevant competition
clearances and regulatory approvals.
The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the JLT General
Meeting and the expected timetable, and will specify the action to
be taken by Scheme Shareholders. The Scheme Document will be sent
to JLT Shareholders as soon as reasonably practicable and within 28
days of this announcement.
The Scheme will be governed by English law. The Scheme will be
subject to the applicable requirements of the City Code, the Panel,
the London Stock Exchange and the UK Listing Authority. The bases
and sources of certain information contained in this announcement
are set out in Appendix 2. Certain terms used in this announcement
are defined in Appendix 4.
15. Disclosure of Interests
Except for the irrevocable commitments referred to in paragraph
5 above, as at the date of this announcement, neither MMC BidCo,
nor any of its directors, nor, so far as MMC BidCo is aware, any
person acting in concert (within the meaning of the City Code) with
MMC BidCo has (a) any interest in, or right to subscribe for, any
JLT Shares nor does any such person have any short position in JLT
Shares, including any short position under a derivative, any
agreement to sell, any delivery obligation or right to require
another person to purchase or take delivery of JLT Shares; (b)
borrowed or lent any JLT Shares or entered into any financial
collateral arrangements relating to JLT Shares; or (c) is a party
to any dealing arrangement of the kind referred to in Note 11 on
the definition of acting in concert in the City Code.
In the interests of secrecy prior to this announcement, MMC
BidCo and MMC have not made any enquiries in respect of the matters
referred to in this paragraph of certain parties who may be deemed
by the Panel to be acting in concert with MMC BidCo for the
purposes of the Scheme. Enquiries of such parties will be made as
soon as practicable following the date of this announcement, and
MMC BidCo confirms that further disclosure in accordance with Rule
8.1(a) and Note 2(a)(i) on Rule 8 of the City Code will be made as
soon as possible, if required.
16. Delisting and re-registration
The last day of dealings in, and registration of transfers of,
JLT Shares on the London Stock Exchange is expected to be the
Business Day immediately after the Scheme Court Hearing.
Prior to the Scheme becoming effective, it is intended that
applications will be made to the London Stock Exchange to cancel
trading in JLT Shares on its main market for listed securities and
to the UK Listing Authority to cancel the listing of the JLT Shares
from the Official List, in each case with effect from or shortly
following the Effective Date.
On the Effective Date, entitlements held within the CREST system
to the JLT Shares will be cancelled, and share certificates in
respect of the JLT Shares will cease to be valid.
As soon as possible after the Effective Date, it is intended
that JLT will be re-registered as a private limited company.
17. Documents available for inspection
Copies of the following documents will be made available by no
later than 12 noon on 19 September 2018 on www.mmc.com and
http://www.jlt.com/investors until the end of the Acquisition:
(a) the irrevocable commitments listed in Appendix 3;
(b) the Confidentiality Agreement;
(c) the Co-operation Agreement;
(d) the Joint Defence Agreement;
(e) a copy of this announcement; and
(f) the Bridge Loan Agreement and related fee and syndication letter.
18. General
MMC BidCo reserves the right to elect to implement the
Acquisition by way of an Offer (subject to the Panel's consent and
to the terms of the Co-operation Agreement) for the entire issued
and to be issued share capital of JLT not already held by MMC BidCo
as an alternative to the Scheme. In such an event an Offer will be
implemented on the same terms (subject to appropriate amendments),
so far as applicable, as those which would apply to the Scheme and
subject to the amendments referred to in Part C of Appendix 1 of
this announcement.
If the Acquisition is effected by way of an Offer and such Offer
becomes or is declared unconditional in all respects and sufficient
acceptances are received, MMC BidCo intends to: (i) request the
London Stock Exchange and the UK Listing Authority cancel trading
in JLT Shares on the London Stock Exchange's main market for listed
securities and the listing of the JLT Shares from the Official
List; and (ii) exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the Companies Act 2006 to acquire
compulsorily the remaining JLT Shares in respect of which the Offer
has not been accepted.
Analyst and investor presentation
MMC will host a conference call and webcast for investors and
analysts at 8.30 a.m. (New York time) and 1.30 p.m. (London time)
on 18 September to discuss the Acquisition.
To participate in this conference call, please use the following
access details:
US: +1 866 831 8658
UK: +44 (0)80 8101 1183
Outside the US or the UK: +1 785 424 1243
Participant code: 529923
The live audio webcast may be accessed at www.mmc.com.
Enquiries:
MMC and MMC BidCo
Dan Farrell +1 212 345 3713
Goldman Sachs (Financial Adviser to MMC and MMC BidCo)
Victor Lopez Balboa +1 212 902 1000
Mark Sorrell +44 20 7774 1000
Nick Harper +44 20 7774 1000
JLT
Charles Rozes (Group Finance Director) +44 20 7558 3380
Paul Dransfield (Head of Investor Relations) +44 20 7528 4933
J.P. Morgan Cazenove (Financial Adviser to JLT)
Conor Hillery +44 20 7742 4000
Edward Squire +44 20 7742 4000
James Robinson +44 20 7742 4000
Simon Robertson Associates (Financial Adviser to JLT)
Tim Wise +44 20 7318 8888
Brunswick Group (PR Adviser to JLT)
Tom Burns +44 20 7404 5959
Dania Saidam +44 20 7404 5959
Further information
This announcement is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be made solely
pursuant to the terms of the Scheme Document, which will contain
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Any decision in
respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in the Scheme
Document.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the UK, is acting exclusively
for MMC and no one else in connection with the Acquisition or any
other matters referred to in this announcement and will not be
responsible to anyone other than MMC for providing the protections
afforded to clients of Goldman Sachs International or for providing
advice in relation to the Acquisition or any other matters referred
to in this announcement.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove")
is authorised by the PRA and regulated by the FCA and the PRA in
the UK and is acting exclusively for JLT and no one else in
connection with the Acquisition or any other matters referred to in
this announcement 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 relation to the
Acquisition or any other matters referred to in this
announcement.
Simon Robertson Associates LLP ("Simon Robertson Associates") is
regulated by the FCA in the UK and is acting exclusively for JLT
and no one else in connection with the Acquisition or any other
matters referred to in this announcement and will not be
responsible to anyone other than JLT for providing the protections
afforded to clients of Simon Robertson Associates or for providing
advice in relation to the Acquisition or any other matters referred
to in this announcement.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The availability of the Acquisition to JLT Shareholders who are
not resident in and citizens of the UK may be affected by the laws
of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in
relation to Overseas Shareholders will be contained in the Scheme
Document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their JLT Shares with respect to the Scheme at the Court
Meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. 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.
Unless otherwise determined by MMC BidCo or required by the City
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. If the Acquisition is implemented by
way of an Offer (unless otherwise permitted by applicable law and
regulation), the Offer may not be made directly or indirectly, in
or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
US holders of JLT Shares should note that the Acquisition
relates to the shares of an English company and is being made by
means of a scheme of arrangement provided for under English company
law. An acquisition effected by means of a scheme of arrangement is
not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition is
subject to the disclosure requirements and practices applicable in
the United Kingdom to schemes of arrangement which differ from the
disclosure requirements of United States tender offer and proxy
solicitation rules. If, in the future, MMC exercises the right to
implement the Acquisition by way of an Offer and determines to
extend the Offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and
regulations. Financial information included in this announcement
and the Scheme Documentation has been or will have been prepared in
accordance with accounting standards applicable in the United
Kingdom that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
It may be difficult for US holders of JLT Shares to enforce
their rights and any claim arising out of the US federal laws,
since MMC BidCo and JLT are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a
non-US jurisdiction. US holders of JLT Shares may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
The receipt of cash pursuant to the Acquisition by US holders of
JLT Shares as consideration for the transfer of its Scheme Shares
pursuant to the Scheme may be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each US holder of JLT Shares
is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by MMC and JLT contain
statements which are, or may be deemed to be, "forward-looking
statements". Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections of the management of MMC and JLT about
future events. 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", "should", "could", "would",
"may", "anticipates", "estimates", "synergy", "cost-saving",
"projects", "goal", "strategy", "budget", "forecast" or "might", or
words or terms of similar substance or the negative thereof, are
forward-looking statements. These include statements relating to
the following: (i) future capital expenditures, expenses, revenues,
earnings, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of MMC's and
JLT's operations and benefits from the Acquisition; and (iii) the
achievement of cost or revenue synergies; and (iv) the effects of
government regulation on MMC's or JLT's businesses. These
statements are based on assumptions and assessments made by MMC and
JLT in light of their experience and their perception of historical
trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking
statements involve risk and uncertainty, because they relate to
events and depend on circumstances that will occur in the future
and the factors described in the context of such forward-looking
statements in this document could cause actual results and
developments to differ materially from those expressed in or
implied by such forward-looking statements. Although it is believed
that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations
will prove to have
been correct.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions. Some examples include, but
are not limited to: the ability to consummate the Acquisition; the
ability to obtain requisite regulatory and shareholder approvals
and the satisfaction of other Conditions on the proposed terms and
schedule; the ability of MMC and JLT to successfully integrate
their respective operations and retain key employees; the potential
impact of the announcement or consummation of the Acquisition on
relationships, including with employees, suppliers, customers and
competitors; changes in general economic, business and political
conditions, including changes in the financial markets; significant
competition that MMC and JLT face; compliance with extensive
government regulation; the combined company's ability to make
acquisitions and its ability to integrate or manage such acquired
businesses. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors.
Neither MMC nor MMC BidCo nor JLT, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Neither
MMC nor MMC BidCo nor JLT assumes any obligation to update or
correct the information contained in this document (whether as a
result of new information, future events or otherwise), except as
required by applicable law.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.
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 each of (i) the offeree company and
(ii) any securities exchange offeror(s). 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 and, if appropriate,
by no later than 3.30 pm (London time) on the 10(th) business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure. Under Rule
8.3(b) of the City Code, any person who is, or becomes, interested
in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any securities exchange offeror. 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 each of (i) the offeree company and
(ii) any securities exchange offeror(s), 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 or a securities exchange offeror,
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 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on MMC's website at www.mmc.com and JLT's website at
http://www.jlt.com/investors by no later than 12 noon (London time)
on the business day following this announcement. For the avoidance
of doubt, the contents of these websites are not incorporated by
reference and do not form part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the City Code, JLT Shareholders,
persons with information rights and participants in JLT Share
Schemes may request a hard copy of this announcement by contacting
JLT's registrars, Equiniti, during business hours on 0333 207 6577
(or +44 121 415 7099 if calling from outside the UK) or at
Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99
6DA. For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to you in relation to the Acquisition should
be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by JLT Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from JLT may be provided to MMC during the offer
period as required under Section 4 of Appendix 4 of the City Code
to comply with Rule 2.11(c).
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
Rule 2.9 of the City Code
For the purposes of Rule 2.9 of the City Code, JLT confirms
that, as at 17 September 2018, it had in issue 219,037,876 ordinary
shares of 5 pence each (excluding shares held in treasury). The
ISIN for the shares is GB0005203376.
APPIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE SCHEME AND
ACQUISITION
Part A: Conditions to the Scheme and Acquisition
Scheme approval
1. The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming effective, subject to the provisions of
the City Code, by no later than the Long Stop Date, or such later
date (if any) as MMC BidCo and JLT may, with the consent of the
Panel, agree and (if required) the Court may allow.
2. The Scheme will be conditional upon:
(A) (i) its approval by a majority in number representing not
less than three-fourths in value of the Scheme Shareholders (or the
relevant class or classes thereof, if applicable) present and
voting, either in person or by proxy, at the Court Meeting and at
any separate class meeting which may be required by the Court or at
any adjournment of any such meeting, and (ii) such Court Meeting
and any separate class meeting which may be required by the Court
being held on or before the 22(nd) day after the expected date of
the Court Meeting to be set out in the Scheme Document in due
course or any date to which any such meeting is adjourned (or such
later date, if any, as MMC BidCo and JLT may agree and the Court
may allow);
(B) (i) all resolutions necessary to approve and implement the
Scheme being duly passed by the requisite majority or majorities at
the JLT General Meeting or at any adjournment of that meeting, and
(ii) the JLT General Meeting being held on or before the 22(nd) day
after the expected date of the JLT General Meeting to be set out in
the Scheme Document in due course or any date to which any such
meeting is adjourned (or such later date, if any, as MMC BidCo and
JLT may agree and the Court may allow); and
(C) (i) the sanction of the Scheme with or without modification
(but subject to any such modification being acceptable to MMC BidCo
and JLT) by the Court and the delivery of a copy of the Scheme
Court Order to the Registrar of Companies, and (ii) the Scheme
Court Hearing being on or before the 22(nd) day after the expected
date of the Scheme Court Hearing to be set out in the Scheme
Document in due course or any date to which any such meeting is
adjourned (or such later date, if any, as MMC BidCo and JLT may
agree and the Court may allow).
In addition, MMC BidCo and JLT have agreed that the Acquisition
will be conditional upon the following conditions and, accordingly,
the necessary actions to make the Scheme effective will not be
taken unless the following conditions (as amended if appropriate)
have been satisfied or, where relevant, waived:
Antitrust approvals and clearances
3. The Acquisition will be conditional upon:
(A) insofar as the Acquisition constitutes, or is deemed to
constitute, a concentration with an EU dimension within the scope
of the EUMR, the occurrence of one of the following events:
(i) the European Commission issuing a decision under Article
6(1)(b), Article 8(1) or Article 8(2) of the EUMR, such decision
declaring the Acquisition compatible with the internal market with
or without attaching to its decision one or more conditions or
obligations; or
(ii) the relevant time periods for a decision under Article 6(1)
or Article 8 of the EUMR (as the case may be) in respect of the
Acquisition expiring without the European Commission adopting such
a decision; or
(iii) in the event that all or any part of the Acquisition is
referred, or is deemed under the EUMR or Protocol 24 of the EEA
Agreement to have been referred by the European Commission to the
competent authorities of one or more EU Member State or EFTA
State:
(1) all such competent authorities adopting, or having been
deemed under relevant laws to have adopted, decisions authorising
the Acquisition either with or without attaching one or more
conditions or obligations; and
(2) the Conditions in either 3(a)(i) or (ii) above being
satisfied in relation to any part of the Acquisition not so
referred;
(B) all filings having been made and all applicable waiting periods under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations thereunder having expired or been terminated as appropriate in each case in respect of the Acquisition, or any matters arising from the Acquisition; and
(C) all notifications to, and filings with, any national or
supranational authority acting in its capacity as an antitrust or
merger control authority which are necessary or desirable in order
to allow the Acquisition to close having been made, all appropriate
waiting and other time periods (including any extensions of such
waiting and other time periods) under any applicable legislation or
regulation of any relevant jurisdiction having expired, lapsed or
been terminated (as appropriate) and in any case only to the extent
that the failure to make any such notification or filing or wait
for such period to expire, lapse or terminate would (i) have a
material adverse effect on the Wider MMC Group or the Wider JLT
Group (including as to any criminal sanctions that may be incurred
by either of them); or (ii) involve the imposition of criminal
sanctions on any director of MMC, MMC BidCo or JLT.
Regulatory
4. In respect of MMC BidCo and each other person required to
give notice under section 178 of FSMA in connection with the
Acquisition, the appropriate regulator (as defined in section
178(2A) of FSMA) of each UK authorised person (as defined in
section 191G of FSMA) over which the Acquisition contemplates an
acquisition of or increase in control:
(A) giving notice under section 189(4)(a) or 189(7) of FSMA that
it has determined to approve such acquisition of or increase in
control (whether subject to conditions or not); or
(B) being treated as having approved such acquisition of or
increase in control under section 189(6) FSMA,
where references to FSMA are read, where applicable, with the
Financial Services and Markets Act 2000 (Controllers) (Exemptions)
Order 2009.
General Third Party clearances
5. Other than in relation to the matters referred to in
paragraphs 3 and 4 above, no government or governmental,
quasi-governmental, supranational, statutory, regulatory,
environmental or investigative body, court, trade agency,
association, institution, self-regulatory authority or any other
body or person whatsoever in any jurisdiction (each a "Third Party"
and together the "Third Parties") having decided to take,
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, or enacted, made or proposed
any statute, regulation, decision or order, or having taken any
other steps (in each case, not having withdrawn the same) which
would or might reasonably be expected to, in each case to an extent
or in a manner which is material in the context of the Wider JLT
Group or the Wider MMC Group in either case taken as a whole:
(A) require, prevent or delay the divestiture, or alter the
terms envisaged for any proposed divestiture by any member of the
Wider MMC Group or any member of the Wider JLT Group of all or any
portion of their respective businesses, assets or property or
impose any limitation on the ability of any of them to conduct
their respective businesses (or any of them) or to own any of their
respective assets or properties or any part thereof;
(B) require, prevent or delay the divestiture by any member of
the Wider MMC Group of any shares or other securities in JLT;
(C) impose any limitation on, or result in a delay in, the
ability of any member of the Wider MMC Group directly or indirectly
to acquire or to hold or to exercise effectively any rights of
ownership in respect of shares or loans or securities convertible
into shares or any other securities (or the equivalent) in any
member of the Wider JLT Group or the Wider MMC Group or to exercise
management control over any such member;
(D) otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider MMC Group or of any member of
the Wider JLT Group;
(E) make the Acquisition or its implementation or the
acquisition or proposed acquisition by MMC or MMC BidCo or any
member of the Wider MMC Group of any shares or other securities in,
or control of JLT void, illegal, and/or unenforceable under the
laws of any jurisdiction, or otherwise, directly or indirectly,
restrain, restrict, prohibit, delay or otherwise interfere with the
same, or impose additional conditions or obligations with respect
thereto, or otherwise challenge or interfere therewith;
(F) other than pursuant to the Acquisition, require any member
of the Wider MMC Group or the Wider JLT Group to offer to acquire
any shares or other securities (or the equivalent) or interest in
any member of the Wider JLT Group or the Wider MMC Group owned by
any Third Party;
(G) impose any limitation on the ability of any member of the
Wider JLT Group to co-ordinate its business, or any part of it,
with the businesses of any other members which is adverse to the
Wider JLT Group; or
(H) result in any member of the Wider JLT Group ceasing to be
able to carry on business under any name under which it presently
does so,
and all applicable waiting and other time periods during which
any such Third Party could institute or implement any action,
proceeding, suit, investigation, enquiry or reference or any other
step under the laws of any jurisdiction in respect of the
Acquisition having expired, lapsed or been terminated.
6. Other than in relation to the competition law and regulatory
approvals referred to in paragraphs 3 and 4 above, all necessary
filings or applications having been made in connection with the
Acquisition and all material statutory or regulatory obligations in
any jurisdiction having been complied with in connection with the
Acquisition or the acquisition by any member of the Wider MMC Group
of any shares or other securities in, or control of, JLT and all
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals necessary for
the proposed acquisition of any shares or other securities in, or
control of, JLT or any member of the Wider JLT Group by any member
of the Wider MMC Group having been obtained from all appropriate
Third Parties or persons with whom any member of the Wider JLT
Group has entered into contractual arrangements and all such
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals together with
all authorisations orders, recognitions, grants, licences,
confirmations, clearances, permissions and approvals necessary to
carry on the business of any member of the Wider JLT Group
remaining in full force and effect and all filings necessary for
such purpose have been made and there being no notice or intimation
of any intention to revoke or not to renew any of the same at the
time at which the Acquisition becomes otherwise unconditional and
all material statutory or regulatory obligations in any
jurisdiction having been complied with.
Certain matters arising as a result of any arrangement,
agreement etc.
7. Save as Disclosed, there being no provision of any agreement,
arrangement, licence, 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 may be bound, entitled or subject,
which in consequence of the Acquisition or the proposed acquisition
of any shares or other securities in JLT or because of a change in
the control or management of JLT or otherwise, could or might
result in, in each case to an extent which is material in the
context of the Wider JLT Group taken as a whole:
(A) any moneys borrowed by or any other indebtedness (actual or
contingent, including, without limitation, guarantees, letters of
credit and hedging contracts) of, or grant available to any such
member, being or becoming repayable or capable of being declared
repayable immediately or earlier than their or its stated maturity
date or repayment date or the ability of any such member to borrow
moneys or incur any indebtedness being withdrawn or inhibited or
being capable of becoming or being withdrawn or inhibited;
(B) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of
any such member thereunder being terminated or modified or affected
or any obligation or liability arising or any action being taken or
arising thereunder;
(C) any assets or interests of any such member being or falling
to be disposed of or charged or any right arising under which any
such asset or interest could be required to be disposed of or
charged;
(D) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any such member;
(E) the rights, liabilities, obligations or interests of any
such member in, or the business of any such member with, any
person, firm or body (or any arrangement or arrangements relating
to any such interest or business) being terminated, adversely
modified or adversely affected;
(F) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(G) any such member ceasing to be able to carry on business
under any name under which it presently does so; or
(H) the creation of any liability, actual or contingent, by any such member,
and no event having occurred which, under any provision of any
agreement, arrangement, licence, 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 may be bound, entitled
or subject, could result in any of the events or circumstances as
are referred to in sub-paragraphs (A) to (H) of this Condition, in
each case, to an extent which is material in the context of the
Wider JLT Group taken as a whole.
8. Except as Disclosed, no member of the Wider JLT Group having, since 31 December 2017:
(A) save as between JLT and wholly-owned subsidiaries of JLT or
between wholly-owned subsidiaries of JLT or for JLT Shares issued
pursuant to the exercise of options or vesting of awards granted
under the JLT Share Schemes or the JLT Shares issued or transferred
from treasury, issued, authorised or proposed the issue of
additional shares of any class;
(B) save as between JLT and wholly-owned subsidiaries of JLT or
between wholly-owned subsidiaries of JLT or for the grant of
options or awards under the JLT Share Schemes, issued or agreed to
issue, authorised or proposed the issue of securities convertible
into shares of any class or rights, warrants or options to
subscribe for, or acquire, any such shares or convertible
securities;
(C) other than to another member of the JLT Group, recommended,
declared, paid or made or proposed to recommend, declare, pay or
make any bonus issue, dividend or other distribution whether
payable in cash or otherwise other than the Interim Dividend;
(D) save for intra-JLT Group transactions and other than
pursuant to the Acquisition, merged or demerged with any body
corporate or acquired or disposed of or transferred, mortgaged or
charged or created any security interest over any assets or any
right, title or interest in any asset (including shares and trade
investments) or implemented, authorised or proposed or announced
any intention to propose any merger, demerger, reconstruction,
amalgamation, scheme, acquisition or disposal, transfer, mortgage,
charge or security interest, in each case, other than in the
ordinary course of business and, in each case, to an extent which
is material in the context of the Wider JLT Group taken as a
whole;
(E) save for intra-JLT Group transactions, made or authorised or
proposed or announced an intention to propose any change in its
loan capital, in each case, to an extent which is material in the
context of the Wider JLT Group taken as a whole;
(F) issued, authorised or proposed the issue of any debentures
or (save for intra-JLT Group transactions), save in the ordinary
course of business, incurred or increased any indebtedness or
become subject to any contingent liability, in each case, to an
extent which is material in the context of the Wider JLT Group
taken as a whole;
(G) save as between JLT and wholly-owned subsidiaries of JLT or
between wholly-owned subsidiaries of JLT, purchased, redeemed or
repaid or announced any proposal to purchase, redeem or repay any
of its own shares or other securities or reduced or, save in
respect to the matters mentioned in sub-paragraphs 8(A) and 8(B)
above, made any other change to any part of its share capital, in
each case, to an extent which is material in the context of the
Wider JLT Group taken as a whole;
(H) entered into, materially changed or terminated or made any
offer (which remains open for acceptance) to enter into or
materially vary the terms of any contract, agreement, commitment or
arrangement with any director or senior executive of JLT or, to an
extent material in the context of the Wider JLT Group taken as a
whole, with any other employee or employees (in each case, except
for salary increases, bonuses or variation of terms in the ordinary
course of business);
(I) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise)
which is of a long term, onerous or unusual nature or magnitude or
which is or could reasonably be restrictive on the businesses of
any member of the Wider JLT Group or the Wider MMC Group or which
involves or could reasonably involve an obligation of such a nature
or magnitude or which is other than in the ordinary course of
business and, in each case, which is material in the context of the
Wider JLT Group taken as a whole;
(J) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or had any
legal proceedings started or threatened against it for its
winding-up, dissolution or reorganisation or for the appointment of
a receiver, administrative receiver, administrator, trustee or
similar officer of all or any of its assets or revenues or any
analogous proceedings in any jurisdiction or had any such person
appointed, in each case, which is material in the context of the
Wider JLT Group taken as a whole;
(K) other than in respect of claims between JLT and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries
of JLT, waived, compromised or settled any claim or regulatory
proceeding (whether actual or threatened) otherwise than in the
ordinary course of business, in each case, which is material in the
context of the Wider JLT Group taken as a whole;
(L) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition;
(M) having made or agreed or consented to any significant change
to the following in a way that is material in the context of the
Wider JLT Group taken as a whole:
(i) the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Wider JLT Group for its
directors, employees or their dependents;
(ii) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable
thereunder;
(iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined;
(iv) the basis upon which the liabilities (including pensions)
of such pension schemes are funded, valued or made; or
(N) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme, retention scheme or other
benefit (including compensation) relating to the employment or
termination of employment of any person employed by the Wider JLT
Group, in each case which is material in the context of the Wider
JLT Group taken as a whole,
and, for the purposes of paragraphs (C), (D), (E) and (F) of
this condition, the term "JLT Group" shall mean JLT and its
wholly-owned subsidiaries.
9. Save as Disclosed, since 31 December 2017:
(A) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
prospects of any member of the Wider JLT Group, which is material
in the context of the Wider JLT Group taken as a whole;
(B) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider JLT Group is or
may become a party (whether as a plaintiff, defendant or otherwise)
and no investigation or other regulatory proceedings by any Third
Party against or in respect of any member of the Wider JLT Group
having been instituted announced or threatened by or against or
remaining outstanding in respect of any member of the Wider JLT
Group which in any such case might reasonably be expected to
materially adversely affect the Wider JLT Group taken as a
whole;
(C) no contingent or other liability having arisen or become
apparent to MMC BidCo which would be likely to materially adversely
affect the Wider JLT Group taken as a whole;
(D) no steps having been taken which are 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 has
had, or would reasonably be expected to have a material adverse
effect on the Wider JLT Group taken as a whole;
(E) no member of the Wider JLT Group having conducted its
business in material breach of any applicable laws and regulations
where such breach might reasonably be expected to have a material
adverse effect on the Wider JLT Group taken as a whole; and
(F) other than with the consent of MMC BidCo, no action having
been taken by any member of the Wider JLT Group, or having been
approved by JLT Shareholders or consented to by the Panel, which
falls within or under Rule 21.1 of the City Code or which otherwise
is materially inconsistent with the implementation by MMC BidCo of
the Acquisition on the basis contemplated as at the date of this
announcement.
No discovery of certain matters
10. Save as Disclosed, MMC BidCo not having discovered:
(A) that any financial, business or other information concerning
the Wider JLT Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider
JLT Group is misleading, contains a material misrepresentation of
fact or omits to state a fact necessary to make that information
not misleading, in each case, to an extent which is material in the
context of the Wider JLT Group taken as a whole;
(B) that any member of the Wider JLT Group 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 subject to any liability (contingent or
otherwise) which is not disclosed in the annual report and accounts
of JLT for the year ended 31 December 2017, in each case, to an
extent which is material in the context of the Wider JLT Group
taken as a whole; or
(C) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider
JLT Group and which is material in the context of the Wider JLT
Group taken as a whole.
11. Save as Disclosed, MMC BidCo not having discovered that:
(A) (i) any past or present member, director, officer or
employee of the Wider JLT Group is or has at any time engaged in
any activity, practice or conduct which would constitute an offence
under the Bribery Act 2010, the US Foreign Corrupt Practices Act of
1977 or any other anti-corruption legislation application to the
Wider JLT Group; or (ii) any person that performs or has performed
services for or on behalf of the Wider JLT Group is or has at any
time engaged in any activity, practice or conduct in connection
with the performance of such services which would constitute an
offence under the Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977 or any other applicable anti-corruption
legislation;
(B) any asset of any member of the Wider JLT Group constitutes
criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that
definition);
(C) a member of the Wider JLT Group has engaged in any
transaction which would cause any member of the Wider MMC Group to
be in breach of applicable law or regulation upon completion of the
Acquisition, including the economic sanctions of the United States
Office of Foreign Assets Control or HM Treasury & Customs, or
any government, entity or individual targeted by any of the
economic sanctions of the United Nations, United States, the
European Union or any of its member states; or
(D) there has occurred any disruption in the operations of the
Wider JLT Group as a result of issues relating to Information
Technology or any failure or other sub-standard performance of any
such Information Technology (including, without limitation, any
information security breach or unauthorised access of, or
unauthorised acts in relation to, any such Information Technology),
in each case which is material in the context of the Wider JLT
Group taken as a whole.
Part B: Waiver and invocation of the Conditions
MMC BidCo reserves the right to waive, in whole or in part, all
or any of the Conditions in Part A above, except for Condition
2(A)(i), 2(B)(i) and 2(C)(i) (Scheme Approval), which cannot be
waived.
Conditions 3 to 11 must be fulfilled or, if capable of waiver,
waived, no later than 11.59pm on the date immediately preceding the
date of the Scheme Court Hearing, failing which the Scheme will
lapse. MMC BidCo shall be under no obligation to waive or treat as
satisfied any of the Conditions capable of waiver by a date earlier
than the latest date specified above for the fulfilment or waiver
thereof, notwithstanding that the other Conditions 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.
Part C: Certain further terms of the Acquisition
MMC BidCo reserves the right to elect (with the consent of the
Panel and subject to the terms of the Co-operation Agreement) to
implement the Acquisition by way of an Offer (as defined in Part 28
of the Companies Act 2006). In such event, such Offer will be
implemented on the same terms, so far as applicable, as those which
would apply to the Scheme, subject to appropriate amendments to
reflect the change in method of effecting the Acquisition,
including (without limitation and subject to the consent of the
Panel) an acceptance condition that is set at 75 per cent. (or such
lesser percentage, as MMC BidCo may decide) (i) in nominal value of
the shares to which such Offer relates; and (ii) of the voting
rights attached to those shares, and that is subject to the MMC
BidCo and/or (with the consent of the Panel) any members of the MMC
Group having acquired or agreed to acquire, whether pursuant to the
Offer or otherwise, shares carrying more than 50 per cent. of the
voting rights normally exercisable at a JLT General Meeting,
including, for this purpose, any such voting rights attaching to
JLT Shares that are unconditionally allotted or issued before the
Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise.
If MMC BidCo is required by the Panel to make an offer for JLT
Shares under the provisions of Rule 9 of the City Code, MMC BidCo
may make such alterations to any of the above Conditions as are
necessary to comply with the provisions of that Rule.
The Acquisition will lapse if, before the date of the Court
Meeting (or, in the event that MMC BidCo elects to implement the
Acquisition by way of an Offer, before 1.00 p.m. on the first
closing date of the Offer or the date on which the Offer becomes or
is declared unconditional as to acceptances, whichever is the
later), (i) Phase 2 European Commission proceedings are initiated;
or (ii) there is a Phase 2 CMA reference, in respect of the
Acquisition.
The availability of the Acquisition 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.
This Acquisition and any rights or liabilities arising
hereunder, the Acquisition, the Scheme and any proxies will be
governed by English law and be subject to the jurisdiction of the
English courts, to the Conditions set out in this Appendix 1 and in
the formal Scheme Document. The Acquisition will comply with the
applicable rules and regulations of the Financial Conduct Authority
and the London Stock Exchange and the City Code.
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
JLT Shares which will be acquired under the Acquisition will be
acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including
voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid
on or after the Effective Date (but not, for the avoidance of
doubt, the Interim Dividend).
If, on or after the date of this announcement and before the
Effective Date, any dividend and/or other distribution and/or other
return of capital other than the Interim Dividend is declared, made
or paid or becomes payable in respect of the JLT Shares, MMC BidCo
reserves the right to reduce the consideration payable under the
terms of the Acquisition for the JLT Shares by an amount up to the
amount of such dividend and/or distribution and/or return of
capital, in which case any reference in this announcement or in the
Scheme Document to the consideration payable under the terms of the
Acquisition will be deemed to be a reference to the consideration
as so reduced. To the extent that any such dividend and/or
distribution and/or other return of capital is declared, made or
paid or is payable and it is: (i) transferred pursuant to the
Acquisition on a basis which entitles MMC BidCo to receive the
dividend or distribution and to retain it; or (ii) cancelled, the
consideration payable under the terms of the Acquisition will not
be subject to change in accordance with this paragraph. Any
exercise by MMC BidCo of its rights referred to in this paragraph
shall be the subject of an announcement and, for the avoidance of
doubt, shall not be regarded as constituting any revision or
variation of the Acquisition or the terms thereof.
APPIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
Unless otherwise stated in this announcement:
(1) As at the close of business on 17 September 2018, being the
last Business Day prior to the date of this announcement, there
were 219,037,876 JLT Shares in issue (excluding 1,143,131 shares
held in treasury).
(2) The value placed by the Acquisition on the existing issued
and to be issued share capital of JLT is based upon:
a. the 219,037,876 JLT Shares referred to in paragraph (1) above; and
b. further JLT Shares which may be issued on or after the date
of this announcement on the exercise of options or vesting of
awards granted or agreed to be granted under the JLT Share Schemes,
amounting in aggregate to 9,780,125 JLT Shares as at 17 September
2018; less
c. 6,758,668 JLT Shares as at 17 September 2018 held by the JLT
employee benefit trust which can be used to satisfy the exercise of
options and vesting of awards under the JLT Share Schemes.
(3) Unless otherwise stated, all prices for JLT Shares are
closing middle market quotations derived from the London Stock
Exchange Daily Official List (SEDOL).
(4) The volume-weighted average prices of a JLT Share for the
one-month and three-month periods ended 17 September 2018 are
derived from data provided by Bloomberg and refer to trading on the
London Stock Exchange only.
(5) Financial information relating to JLT is extracted from the
unaudited interim results of JLT for the six months ended 30 June
2018.
(6) The enterprise value of JLT implied by the value of the
Acquisition is GBP4,862 million, which is based on approximately:
(i) GBP4,252 million for the entire issued and to be issued share
capital of JLT calculated using the number of shares set out under
paragraph (2) above and GBP19.15 per JLT share; and (ii) JLT's net
debt as at 30 June 2018 which includes current borrowings of GBP19
million, non-current borrowings of GBP747 million, cash and cash
equivalents (own funds) of GBP172 million and non-controlling
interests of GBP17 million.
(7) Estimated pro-forma MMC revenues of approximately $17
billion calculated by adding JLT's last twelve month revenues to 30
June 2018, converted to US$ at the average exchange rate during the
period, to MMC's last twelve month revenues to 30 June 2018. In
each case the last twelve months revenue figure was calculated from
the respective companies' unaudited interim results for the six
months ended 30 June 2018 and the audited annual report and
accounts for the year ended 31 December 2017.
(8) JLT's annualised total shareholder return performance is
based on data from Factset.
(9) Certain figures in this announcement have been subject to
rounding adjustments.
APPIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
Name of JLT Shareholder Number of JLT Percentage of
Shares* JLT issued share
capital (excluding
shares held
in treasury)
1. JMH Investments Limited 87,974,158 40.16
------------------------ -------------- --------------------
2. Annette Court 1,000 0.00
------------------------ -------------- --------------------
3. Dominic Burke 402,118 0.18
------------------------ -------------- --------------------
4. Mark Drummond Brady 167,582 0.08
------------------------ -------------- --------------------
5. Charles Rozes 29,602 0.01
------------------------ -------------- --------------------
6. Geoffrey Howe 25,709 0.01
------------------------ -------------- --------------------
7. Nicholas Walsh 1,000 0.00
------------------------ -------------- --------------------
* In the case of JLT Directors, this includes JLT Shares held by
spouses or jointly with spouses, excludes option or award
entitlements under JLT Share Schemes and (where applicable) the JLT
Share Incentive Plan
The obligations of the JLT Shareholders (other than JMH) listed
in the table above under their respective hard irrevocable
undertakings cease to be binding only on and from the earlier of
the following occurrences:
(A) if the Scheme Document or Offer Document (as the case may
be) has not been posted within 28 days of the issue of this
announcement (or within such longer period as MMC BidCo, with the
consent of the Panel, determines), provided that if the Acquisition
was initially being implemented by way of a Scheme and MMC BidCo
elects to exercise its right (in accordance with the Co-operation
Agreement) to switch to implement the Acquisition by way of an
Offer rather than the Scheme, or vice versa, the time period in
this paragraph (A) shall be extended to refer to within 28 days of
the issue of the press announcement announcing the change in
structure (or such other date for the posting of the Offer Document
or Scheme Document (as applicable) as the Panel may require);
or
(B) on the earlier of (a) the Long Stop Date; or (b) the date on
which the Acquisition (whether implemented by way of a Scheme or an
Offer) is withdrawn or lapses in accordance with its terms, other
than where the Acquisition is withdrawn or lapses as a result of
MMC BidCo exercising its right to implement the Acquisition by way
of an Offer in accordance with the City Code rather than by way of
a Scheme or vice versa.
The obligations of JMH under its hard irrevocable undertaking
cease to be binding only on and from the earlier of the following
occurrences:
(A) if the Scheme Document or Offer Document (as the case may
be) has not been posted within 28 days of the issue of this
announcement (or within such longer period as MMC BidCo, with the
consent of the Panel, determines), provided that if the Acquisition
was initially being implemented by way of a Scheme and MMC BidCo
elects to exercise its right to switch to implement the Acquisition
by way of an Offer rather than the Scheme, or vice versa, the time
period in this paragraph (A) shall be extended to refer to within
28 days of the issue of the press announcement announcing the
change in structure (or such other date for the posting of the
Offer Document or Scheme Document (as applicable) as the Panel may
require);
(B) on the earlier of (a) the Long Stop Date; or (b) the date on
which the Acquisition (whether implemented by way of a Scheme or an
Offer) is withdrawn or lapses in accordance with its terms, other
than where the Acquisition is withdrawn or lapses as a result of
MMC BidCo exercising its right to implement the Acquisition by way
of an Offer in accordance with the City Code rather than by way of
a Scheme or vice versa; or
(C) MMC BidCo announces, with the consent of the Panel, before
the Offer Document or Scheme Document is published, that it does
not intend to proceed with the Acquisition and no new, revised or
replacement Offer or Scheme (as applicable) is announced by MMC
BidCo in accordance with rule 2.7 of the Code.
APPIX 4
DEFINITIONS
"GBP", "Sterling", "pence" the lawful currency of the UK
or "p"
"$" or "US$" the lawful currency of the United
States
"Acquisition" the proposed acquisition of the
entire issued and to be issued share
capital of JLT by MMC BidCo, to
be effected by the Scheme as described
in this document (or by the Offer
under certain circumstances described
in this document)
"Acquisition Consideration" the consideration payable in connection
with the Acquisition
"associated undertaking" has the meaning given by paragraph
19 of Schedule 6 of the Large and
Medium-sized Companies and Groups
(Accounts and Reports) Regulations
2008 other than paragraph 19(1)(b)
of Schedule 6 to those Regulations
"Board" the board of directors
"Bridge Loan Agreement" the credit agreement dated 18 September
2018 relating to a bridge facility
entered into between MMC as borrower
and Goldman Sachs Lending Partners
LLC as lender and Goldman Sachs
Bank USA as lender, Sole Lead Arranger,
Sole Bookrunner and Administrative
Agent
"Business Day" a day, (other than a Saturday, Sunday,
public or bank holiday) on which
banks are generally open for business
in London
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotations
of a share derived from the Daily
Official List
"Combined Group" the enlarged MMC Group following
completion of the Acquisition comprising
the MMC Group and the JLT Group
"Conditions" the conditions of the Acquisition
set out in Part A of Appendix 1
to this announcement
"Co-operation Agreement" means the co-operation agreement
entered into by JLT, MMC and MMC
BidCo dated 18 September 2018
"Court" the High Court of Justice in England
and Wales
"Court Meeting" the meeting of the JLT Shareholders
convened by order of the Court pursuant
to section 899 of the Companies
Act 2006 for the purpose of considering
and, if thought fit, approving the
Scheme (with or without amendment)
and any adjournment thereof
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001 (SI 2001/3755)
in respect of which Euroclear UK
& Ireland Limited is the Operator
(as defined in the Regulations)
"Daily Official List" the Daily Official List of the London
Stock Exchange
"Dealing Disclosure" an announcement pursuant to Rule
8 of the City Code containing details
of dealings in interests in relevant
securities of a party to an offer
"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 2017; (ii) in the interim
results of the JLT Group for the
six months ended 30 June 2018; (iii)
in this announcement; (iv) in any
other announcement to a Regulatory
Information Service prior to the
publication of this announcement;
(v) fairly disclosed in writing
prior to the date of this announcement
to MMC or MMC's advisers (in their
capacity as such); or (vi) as otherwise
fairly disclosed to MMC or its advisers
prior to the date of this announcement
(including all matters fairly disclosed
during the due diligence call held
on 13 September 2018)
"Effective Date" the date on which the Scheme becomes
effective in accordance with its
terms
"EFTA" the European Free Trade Association
"EU" the European Union
"EUMR" the EU Merger Regulation (No. 139/2004)
"FCA" the Financial Conduct Authority
"FSMA" the UK Financial Services and Markets
Act 2000, as it may have been, or
may from time to time be, amended,
modified re-enacted or replaced
"Goldman Sachs" Goldman Sachs & Co. LLC and Goldman
Sachs International
"Information Technology" means computer hardware, software
and networks
"Interim Dividend" the interim dividend of 12.7 pence
per JLT Share that has been announced
by JLT for the period ended 30 June
2018 and that is due to be paid
on 3 October 2018
"JLT" Jardine Lloyd Thompson Group plc,
incorporated in England and Wales
with registered number 01679424
"JLT Directors" the directors of JLT as at the date
of this Announcement or, where the
context requires, the directors
of JLT from time to time
"JLT Executive Directors" Dominic Burke, Mark Drummond Brady
and Charles Rozes
"JLT General Meeting" the JLT General Meeting Shareholders
(including any adjournment thereof)
to be convened to consider and if
thought fit pass, inter alia, a
special resolution in relation to
the Scheme and the Acquisition
"JLT Group" JLT and its Subsidiaries and associated
undertakings
"JLT Independent Directors" the directors of JLT as at the date
or "Independent Directors" of this announcement other than
Dominic Burke, Mark Drummond Brady
and Charles Rozes
"JLT Share Schemes" means the JLT Long Term Incentive
Plan 2013, the Performance Share
Plan 2014 and the Deferred Bonus
Share Plan 2017
"JLT Shareholders" the holders of JLT Shares
"JLT Shares" the ordinary shares of 5 pence each
in the capital of JLT
"JMH" JMH Investments Limited
"J.P. Morgan Cazenove" J.P. Morgan Securities plc, which
conducts its UK investment banking
business as J.P. Morgan Cazenove
"Listing Rules" the Listing, Prospectus and Disclosure
and Transparency Rules of the FCA
made pursuant to Part VI of FSMA,
as revised from time to time
"Long Stop Date" 31 December 2019 or such later date
as may be agreed between MMC, MMC
BidCo and JLT with the consent of
the Panel
"Meetings" the Court Meeting and the JLT General
Meeting
"MMC" Marsh & McLennan Companies, Inc.,
incorporated in Delaware with registered
number 0000062709
"MMC BidCo" MMC Treasury Holdings (UK) Limited,
incorporated in England and Wales
with registered number 09787086
"MMC Group" MMC and its Subsidiaries and associated
undertakings
"Offer" should the Acquisition be implemented
by way of a takeover offer as defined
in Chapter 3 of Part 28 of the Companies
Act 2006, the offer to be made by
or on behalf of MMC BidCo to acquire
the entire issued and to be issued
share capital of JLT and, where
the context admits, any subsequent
revision, variation, extension or
renewal of such offer
"Offer Document" should the Acquisition be implemented
by means of an Offer, the document
to be sent to JLT Shareholders which
will contain, inter alia, the terms
and conditions of the Offer
"Offer Period" the period commencing on 18 September
2018 and ending on the earlier of
the date on which the Scheme becomes
effective and/or the date on which
the Scheme lapses or is withdrawn
(or such other date as the Panel
may decide)
"Official List" the official list maintained by
the UK Listing Authority
"Opening Position Disclosure" an announcement containing details
of interests or short positions
in, or rights to subscribe for,
any relevant securities of a party
to the offer if the person concerned
has such a position
"Overseas Shareholders" Scheme Shareholders who are resident
in, ordinarily resident in, or citizens
of, jurisdictions outside the United
Kingdom
"Panel" the Panel on Takeovers and Mergers
"PRA" the Prudential Regulatory Authority
"Registrar of Companies" the Registrar of Companies in England
and Wales
"Restricted Jurisdiction" any jurisdiction where local laws
or regulations may result in a significant
risk of civil, regulatory or criminal
exposure if information concerning
the Acquisition is sent or made
available to JLT Shareholders in
that jurisdiction
"Scheme" the proposed scheme of arrangement
under Part 26 of the Companies Act
2006 between JLT and Scheme Shareholders
to implement the Acquisition
"Scheme Court Hearing" the hearing of the Court to sanction
the Scheme under section 899 of
the Companies Act 2006
"Scheme Court Order" the order of the Court sanctioning
the Scheme under section 899 of
the Companies Act 2006
"Scheme Document" the document to be dispatched to
JLT Shareholders including the particulars
required by section 897 of the Companies
Act 2006
"Scheme Record Time" the time and date specified as such
in the Scheme Document, expected
to be 6.00 p.m. on the Business
Day immediately after the date of
the Scheme Court Hearing, or such
other date or time as MMC BidCo
and JLT may agree
"Scheme Shareholder" holders of Scheme Shares
"Scheme Shares" 1. the JLT Shares in issue at the
date of the Scheme Document;
2. any JLT Shares issued after the
date of the Scheme Document and
prior to the Voting Record Time;
and
3. any JLT Shares issued at or after
the Voting Record Time and prior
to the Scheme Record Time in respect
of which the original or any subsequent
holder thereof is bound by the Scheme,
or shall by such time have agreed
in writing to be bound by the Scheme,
in each case excluding shares held
in treasury and any shares beneficially
owned by MMC BidCo or any other
member of the MMC Group
"significant interest" means a direct or indirect interest
in twenty per cent. or more of the
equity share capital (as defined
in the Companies Act 2006) of the
relevant undertaking
"Simon Robertson Associates" Simon Robertson Associates LLP
"Subsidiary" has the meaning given in section
1159 of the Companies Act 2006
"subsidiary undertaking" has the meaning given in Section
1162 of the Companies Act 2006
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"UK Listing Authority" the FCA as the authority for listing
in the United Kingdom
"US" or "United States" the United States of America, its
territories and possessions, any
state of the United States of America
and the District of Columbia
"Voting Record Time" a date and time to be specified
in the Scheme Document, which is
expected to be 6.00 p.m. on the
day two days prior to the Court
Meeting or any adjournment thereof
(as the case may be)
"Wider JLT Group" JLT and its subsidiary undertakings,
associated undertakings and other
undertakings in which JLT and/or
such undertakings (aggregating their
interests) have a significant interest
"Wider MMC Group" MMC and its subsidiary undertakings,
associated undertakings and other
undertakings in which MMC and/or
such undertakings (aggregating their
interests) have a significant interest
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OFFEASNPFSDPEEF
(END) Dow Jones Newswires
September 18, 2018 02:45 ET (06:45 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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