TIDMJLF
RNS Number : 6921G
Jelf Group PLC
24 November 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
24 November 2015
RECOMMENDED CASH ACQUISITION
of
JELF GROUP PLC
by
MARSH & McLENNAN COMPANIES ACQUISITION LIMITED
an affiliate of
MARSH LIMITED
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Suspension of trading in Jelf Shares
Jelf Group plc (Jelf) announces that, with effect from 7.30 a.m.
(London time) tomorrow, 25 November 2015, trading in Jelf Shares on
AIM will be suspended. The suspension is made pursuant to Jelf's
application to the London Stock Exchange and is effected as part of
the Scheme.
The Scheme remains conditional on, inter alia, Court approval
being obtained at the Scheme Court Hearing which is scheduled to
take place tomorrow, 25 November 2015. The Scheme will become
effective once the Scheme Court Order has been delivered to the
Registrar of Companies.
Subject to the Court sanctioning the Scheme, the Scheme is
expected to become effective on 1 December 2015 and, following the
application by Jelf to the London Stock Exchange, the cancellation
of admission to trading of Jelf Shares on AIM to take place at 7.00
a.m. (London time) on 2 December 2015.
Full details of the acquisition are set out in the scheme
document published on 6 October 2015 (the Scheme Document).
Capitalised terms used but not otherwise defined in this
announcement have the meaning given to them in the Scheme
Document.
Enquiries:
Jelf
Alex Alway +44 (0) 1454 525 003
John Harding +44 (0) 1454 525 073
Fenchurch Advisory Partners LLP (Financial Adviser to Jelf)
Duncan Buck +44 (0) 20 7382 2234
Brendan Perkins +44 (0) 20 7382 2214
finnCap (Financial Adviser and Broker to Jelf)
Matt Goode
Grant Bergman +44 (0) 20 7220 0500
Marsh
Jason Gove +44 (0) 20 7357 1455
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Jelf in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely on the terms of
the Scheme Document which contains the full terms and conditions of
the Acquisition.
Fenchurch Advisory Partners LLP, which is authorised and
regulated by the FCA, is acting exclusively for Jelf and no one
else in connection with the Acquisition and will not be responsible
to anyone other than Jelf for providing the protections afforded to
clients of Fenchurch Advisory Partners LLP nor for providing advice
in in relation to the Acquisition or any matter other matters
referred to in this announcement.
finnCap, which is authorised and regulated by the FCA, is acting
exclusively for Jelf and no-one else in connection with the
Acquisition and will not be responsible to anyone other than Jelf
for providing the protections afforded to clients of finnCap nor
for providing advice in relation to the Acquisition or any other
matters referred to in this announcement.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK 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 purposes of complying with English law, the
AIM Rules and the Code and the information disclosed may not be the
same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws of jurisdictions
outside of England.
Copies of this announcement and the formal documentation
relating to the Scheme and the Acquisition will not be and must not
be, mailed or otherwise forwarded, distributed or sent in, into or
from any jurisdiction where to do so would violate the laws of that
jurisdiction.
US Holders should note that the Acquisition relates to the
securities of a UK company, is subject to UK disclosure
requirements (which are different from those of the US) and is
proposed to be implemented under a scheme of arrangement provided
for under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act. Accordingly, the Scheme will be subject
to UK disclosure requirements and practices, which are different
from the disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in this
announcement has been or will have been prepared in accordance with
IFRS and thus 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 US.
If MMCAL exercises its right to implement the acquisition of the
Jelf Shares by way of a takeover offer, such offer will be made in
compliance with applicable US tender offer and securities laws and
regulations.
The receipt of cash pursuant to the Acquisition by a direct or
indirect US Holder 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 Jelf
Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since MMCAL
and Jelf are located in countries other than the US, and some or
all of their officers and directors may be residents of countries
other than the US. US Holders may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of 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.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, MMCAL or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Jelf Shares outside of
the United States, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn. In addition, in accordance with
Rule 14e-5(b) of the US Exchange Act, Goldman Sachs International,
while serving as a Financial Adviser to MMC will continue to act as
an exempt principal trader in Jelf Shares on the London Stock
Exchange's AIM market. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service of the London Stock Exchange and will be
available on the London Stock Exchange website,
www.londonstockexchange.com.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
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 10th Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10th 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 Code, any person who is, or becomes,
interested in 1 per cent. 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.
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