TIDMJLG
RNS Number : 8188X
John Laing Group plc
06 May 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, 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.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND
THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE
TERMS ON WHICH ANY OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE 6 May 2021
John Laing Group plc
Response to share price movement
Following recent share price movement, the Board of John Laing
Group plc ("John Laing" or the "Company") (LSE: JLG-GB) confirms
that it is in discussions with KKR & Co. Inc. ("KKR") regarding
a possible offer by KKR for the entire issued and to be issued
ordinary share capital of John Laing.
There can be no certainty that any firm offer for the Company
will be made nor as to the terms on which any firm offer might be
made. Shareholders are urged to take no action at this time.
In accordance with Rule 2.6(a) of the Code, KKR is required, by
not later than 5.00 p.m. on 3 June 2021, to either announce a firm
intention to make an offer for the Company in accordance with Rule
2.7 of the Code or announce that it does not intend to make an
offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline can
be extended with the consent of the Panel in accordance with Rule
2.6(c) of the Code.
Enquiries:
John Laing +44 (0) 20 7901
Clare Underwood 3300
Evercore (Financial Adviser to
John Laing)
Julian Oakley +44 (0) 20 7653
Ben Catt 6000
In accordance with Rule 26.1 of the City Code on Takeovers and
Mergers, a copy of this announcement will, subject to certain
restrictions relating to persons resident in restricted
jurisdictions, be available at www.laing.com . For the avoidance of
doubt, the content of the website referred to above is not
incorporated into and does not form part of this announcement.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
UK, is acting exclusively as financial adviser to John Laing and no
one else in connection with the matters described in this
announcement and will not be responsible to anyone other than John
Laing for providing the protections afforded to clients of Evercore
nor for providing advice in connection with the matters referred to
herein. Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Evercore in connection with this announcement, any statement
contained herein, any offer or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by the Financial Services and Markets Act 2000, or the
regulatory regime established thereunder, or under the regulatory
regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable,
neither Evercore nor any of its affiliates accepts any
responsibility or liability whatsoever for the contents of this
announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the
contents of this announcement, including its accuracy, completeness
or verification of any other statement made or purported to be made
by it, or on its behalf, in connection with John Laing or the
matters described in this document. To the fullest extent permitted
by applicable law, Evercore and its affiliates accordingly disclaim
all and any responsibility or liability whether arising in tort,
contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement or any statement
contained herein.
The person responsible for arranging for the release of this
announcement on behalf of John Laing is Clare Underwood, Chief
Operating Officer and Group Company Secretary.
ABOUT JOHN LAING
John Laing is a leading international investor across a range of
infrastructure sectors. We seek to deliver attractive and
sustainable returns over the medium-term. We are a responsible
investor, committed to delivering critical and enduring
infrastructure which responds to public needs and improves the
lives of the communities we serve.
John Laing has operations in seven countries around the world,
and invests in the UK & Europe, North America, Latin America
and Australia. We invest in greenfield projects and in businesses
which develop and own infrastructure assets. We have invested in
over 150 projects and businesses to date, across a range of
sectors, including transport, social infrastructure, energy
transition, accommodation and digital infrastructure.
RULE 2.9 INFORMATION
In accordance with Rule 2.9 of the Code, the Company confirms
that, as at close of business on 5 May 2021, its issued share
capital consisted of 493,870,636 ordinary shares of 10 pence each,
with ISIN Number GB00BVC3CB83, which carry voting rights of one
vote per share.
DISCLOSURE REQUIREMENTS OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE")
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
not later than 3.30 pm (London time) on the 10(th) business day
following the commencement of the offer period and, if appropriate,
by not 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 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 not 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 of
the Code).
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.
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END
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