TIDMJLT
RNS Number : 6513U
Jardine Lloyd Thompson Group PLC
01 April 2019
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
FOR IMMEDIATE RELEASE
1 April 2019
RECOMMED CASH ACQUISITION
of
Jardine Lloyd Thompson Group plc
by
MMC Treasury Holdings (UK) Limited
a wholly-owned subsidiary of
Marsh & McLennan Companies, Inc.
Scheme of Arrangement becomes Effective
On 18 September 2018, Jardine Lloyd Thompson Group plc ("JLT")
and MMC Treasury Holdings (UK) Limited ("MMC BidCo"), a
wholly-owned subsidiary of Marsh & McLennan Companies, Inc.
("MMC") announced that they had reached agreement on the terms of a
recommended cash acquisition by which the entire issued and to be
issued ordinary share capital of JLT was to be acquired by MMC
BidCo (the "Acquisition"), by means of a Court approved scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
The circular in relation to the Scheme (the "Scheme Document") was
published on 15 October 2018.
On 29 March 2019, JLT announced that the High Court of Justice
in England and Wales had sanctioned the Scheme at the Scheme Court
Hearing held on 29 March 2019.
JLT, MMC BidCo and MMC are pleased to announce that, following
the delivery of the Court Order to the Registrar of Companies
today, the Scheme has now become effective in accordance with its
terms and the entire issued and to be issued share capital of JLT
is now owned by MMC BidCo.
A Scheme Shareholder on the register of members of JLT at the
Scheme Record Time, being 6.00 p.m. (London time) on 29 March 2019,
will be entitled to receive GBP19.15 in cash for each Scheme Share
held. Settlement of the consideration to which any Scheme
Shareholder is entitled will be effected by way of the despatch of
cheques or the crediting of CREST accounts (for Scheme Shareholders
holding Scheme Shares in certificated form and in uncertificated
form respectively) as soon as practicable and in any event not
later than 14 days after the Effective Date, as set out in the
Scheme Document.
Dealings in JLT Shares were suspended with effect from 7.30 a.m.
(London time) on 1 April 2019. Applications have been made to the
UK Listing Authority and the London Stock Exchange in relation to
the delisting of JLT Shares from the Official List of the UK
Listing Authority and the cancellation of the admission to trading
of JLT Shares on the main market for listed securities of the
London Stock Exchange, which are each expected to take effect at
8.00 a.m. (London time) on 2 April 2019.
Full details of the Acquisition are set out in the Scheme
Document.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document.
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be available on the website of JLT at
http://www.jlt.com/investors and on the website of MMC at
www.mmc.com by no later than 12 noon (London time) on the Business
Day following this announcement.
Enquiries:
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
and Corporate Broker 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
Barclays Bank PLC (Corporate Broker
to JLT)
Kunal Gandhi +44 20 7623 2323
Mike Lamb +44 20 7623 2323
Tom Macdonald +44 20 7623 2323
Brunswick Group (PR Adviser to JLT)
Tom Burns +44 20 7404 5959
Rosheeka Field +44 20 7404 5959
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
LEI Number of JLT: 213800XRWB6SDDCZZ434
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. The Acquisition is
made solely pursuant to the terms of the Scheme Document, which
contains the full terms and conditions of the Acquisition.
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.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the PRA and regulated in the
UK by the FCA and the PRA, is acting exclusively as corporate
broker for JLT and no one else in connection with the Acquisition
and will not be responsible to anyone other than JLT for providing
the protections afforded to clients of Barclays nor for providing
advice in relation to the Acquisition or any other matter referred
to in this announcement.
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.
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. 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.
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.
Publication on website
A copy of this Announcement and the documents required to be
published by Rule 26 of the Takeover 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 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.
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
SOAEAPLFEDDNEEF
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