TIDMJUSH
RNS Number : 1556B
Justice Holdings Limited
14 February 2011
Justice Holdings Limited ("Justice" or the "Company")
14 February 2011
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN.
This announcement is an advertisement and not a prospectus and
not an offer for sale, or a solicitation of an offer to acquire,
securities in any jurisdiction including in or into the United
States, Canada, Australia, or Japan. Investors should not subscribe
for or purchase any transferable securities referred to in this
announcement except on the basis of information in the prospectus
(the "Prospectus") to be published by the Company in due course in
connection with the admission of its ordinary shares (the "Ordinary
Shares") to the Official List of the Financial Services Authority
(the "FSA") and to trading on the London Stock Exchange plc's (the
"London Stock Exchange") main market for listed securities (the
"Admission"). Copies of the Prospectus will, following publication,
be available from the office of the Company's Administrator:
Regency Court, Glategny Esplanade, St. Peter Port, Guernsey GY1 3RH
and at http://www.hemscott.com/nsm.do. The Prospectus will,
following publication, also be available from the Company's
registered office at Nemours Chambers, Road Town, Tortola, British
Virgin Islands and at Greenberg Traurig Maher LLP, 200 Gray's Inn
Road, London WCIX 8HF.
Initial Public Offering ("IPO") of Justice Holdings Limited
Justice, a British Virgin Islands incorporated company founded
by Nicolas Berggruen, Martin E. Franklin and William A. Ackman, is
pleased to announce the results of its successful IPO by way of a
placing of Ordinary Shares (the "Placing").
Justice has placed 90 million Ordinary Shares at a placing price
of GBP10 per Ordinary Share, raising gross proceeds of GBP900
million to enable the Company to pursue its objective of acquiring
a target business which is expected to have an Enterprise Value of
between GBP1.0 billion and GBP7.0 billion. The Company's efforts in
identifying a prospective target business will not be limited to a
particular industry or geographic region.
Conditional dealings are expected to commence at 8.00 a.m. today
under the ticker symbol "JUSH", and it is expected that admission
to a Standard Listing on the Official List of the FSA ("Admission")
will become effective and unconditional dealings in the Ordinary
Shares on the London Stock Exchange's main market for listed
securities will commence at 8.00 a.m. on 17 February 2011.
Barclays Capital and Citigroup Global Markets Limited ("Citi")
are acting as Joint Global Co-ordinators and Joint Bookrunners.
For further information please contact:
Barclays Capital - 020 7623 2323
John Welsh
Yoav Wiegenfeld
Adam Welham
Citi - 020 7986 4000
John Millar
Suneel Hargunani
Alex Carter
Paddy Evans
Financial Dynamics - 020 7831 3113
Charles Palmer
Notes to editors on Justice:
Justice is a British Virgin Islands incorporated company founded
by Nicolas Berggruen, Martin E. Franklin and William A. Ackman. The
Company was created to pursue its objective of acquiring a target
business which is expected to have an Enterprise Value of between
GBP1.0 billion and GBP7.0 billion (the "Acquisition"). The
Company's efforts in identifying a prospective target business will
not be limited to a particular industry or geographic region.
The Company has identified the following criteria and guidelines
that it believes are important in evaluating potential acquisition
opportunities:
-- strong competitive industry position;
-- a company with strong free cash flow characteristics;
-- an established company with a proven track record;
-- experienced management team; and
-- diversified customer and supplier base.
The Company believes that it has the following competitive
advantages:
-- the management expertise and track record of the
Founders;
-- an established deal sourcing network; and
-- a disciplined acquisition approach.
The Company was founded by entities affiliated with Nicolas
Berggruen, Martin E. Franklin, and William Ackman (the "Founders").
Such Founder Entities (being Berggruen Acquisition Holdings III
Ltd., Marlin Equities VI, LLC and Pershing Square, L.P., Pershing
Square II, L.P. and Pershing Square International, Ltd.) have
subscribed for 34,885,731 New Ordinary Shares in aggregate at the
placing price, comprising 3,126,000 New Ordinary Shares by
Berggruen Acquisition Holdings III Ltd., 3,126,000 New Ordinary
Shares by Marlin Equities VI, LLC and 28,633,731 New Ordinary
Shares by the Pershing Square Entities. The Founder Entities have
also committed, in aggregate, GBP15,000 of capital for 15,000
Founder Shares and GBP15,000 of capital for 15,000 Founder
Securities. The Founder Shares and the Founder Securities are
intended to incentivise the Founders to achieve the Company's
objectives.
The Company believes that the Founders collectively have a
strong track record of sourcing acquisition opportunities as well
as significant management expertise. Over the last five years, Mr.
Berggruen and Mr Franklin have successfully deployed approximately
$2.5 billion of equity capital that they have raised together
through special purpose acquisition companies (Freedom Acquisition
Holdings, Inc., Liberty Acquisition Holdings Corp and Liberty
Acquisition Holdings (International) Company).
The Company believes that the extensive network of private
equity sponsor relationships as well as relationships with
management teams of public and private companies and investment
bankers developed by the Founders and their affiliates, should
provide it with significant acquisition opportunities.
The Company has assembled a board of directors, the majority of
whom are not considered by the Board to be independent for purposes
of the UK Corporate Governance Code. The Board considers that the
Chairman was independent on appointment, as recommended by the UK
Corporate Governance Code. The Directors, all of whom are
non-executive, are:
-- Lord Myners, of Truro, CBE (Chairman);
-- Nicolas Berggruen;
-- Martin E. Franklin;
-- Alun Cathcart (Independent);
-- Nouriel Roubini (Independent); and
-- Miguel Pais do Amaral.
The Company has agreed to appoint William A. Ackman as a
non-executive Director within 60 days of Admission or such earlier
time as the Company also appoints an additional non-executive
Director who is neither a US citizen nor a US resident.
If the Acquisition is not completed before the third anniversary
of Admission, the Board will recommend to Shareholders either that
the Company be wound up by ordinary resolution or that the Company
continue to pursue the Acquisition for a further twelve months from
the third anniversary of Admission. The Board's recommendation will
then be put to a Shareholder vote (from which the Directors and
Founder Entities will abstain). In the event that the Company is
wound up, any return of capital on the Founder Shares and the
Founder Securities will be subordinated to payment of a Priority
Return Sum to Shareholders. A special resolution of the Company,
requiring not less than 75 per cent. of the votes cast, is required
to voluntarily wind-up the Company unless the Board proposes such
resolution following the third anniversary of Admission in
accordance with the Articles, in which case an ordinary resolution
is required.
Unless required by applicable law or other regulatory process,
no Shareholder approval will be sought to make the Acquisition. The
Acquisition will be subject to Board approval, including a majority
of the Chairman and the Independent Non-Executive Directors, taken
as a whole.
IMPORTANT NOTICE: This announcement does not contain or
constitute an offer of, or the solicitation of an offer to buy or
subscribe for, securities to any person in any jurisdiction
including the United States Australia, Canada or Japan. The
securities referred to herein have not been registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act") and
may not be offered, sold, transferred or delivered directly or
indirectly, in or into the United States absent registration under
the Securities Act or an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
There will be no public offer of the securities in the United
States. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in Canada, Australia or Japan.
The offer and sale of the securities referred to herein has not
been and will not be registered under the Securities Act, under the
securities legislation of any state or territory or jurisdiction of
the United States or under the applicable securities laws of
Australia, Canada or Japan.
The Ordinary Shares are being offered outside the United States
in offshore transactions within the meaning of and in accordance
with the safe harbour from the registration requirements provided
by Regulation S under the Securities Act. The Ordinary Shares are
being offered within the United States only to persons reasonably
believed to be qualified institutional buyers, in reliance on Rule
144A under the Securities Act or another exemption from, or in a
transaction not subject to the registration requirements of the
Securities Act.
This announcement is an advertisement and does not constitute or
form part of, and should not be construed as, an offer to sell or
issue, or a solicitation of any offer to buy or subscribe for, any
securities, nor should it or any part of it form the basis of, or
be relied on in connection with, any contract or commitment
whatsoever. This announcement is not a prospectus. Investors should
not subscribe for or purchase any securities referred to in this
announcement except on the basis of information in the Prospectus
to be issued in due course by the Company in connection with the
admission of the Ordinary Shares to the Official List of the FSA
and to trading on the London Stock Exchange plc's main market for
listed securities. Copies of the Prospectus will, following
publication, be available from the Company's registered office. In
the event of any discrepancy between this announcement and the
Prospectus in its final form, the Prospectus will prevail. The
information contained in this announcement is for background
purposes only. It is not the purpose of this announcement to
provide, and you may not rely on this announcement as providing, a
complete and comprehensive analysis of the Company's financial or
commercial position or prospects.
This announcement and, when effected, the Placing are and will
be only addressed to, and directed at, persons in member states of
the European Economic Area who are "qualified investors" within the
meaning of Article 2(1)(e) of the Prospectus Directive (Directive
2003/71/EC) ("Qualified investors"). In the United Kingdom, this
announcement is directed only at Qualified Investors (i) who are
persons having professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of The Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) persons who are high net worth bodies corporate,
unincorporated associations and partnerships and the trustees of
high value trusts, as described in Article 49(2) of the Order, and
other persons to whom it may lawfully be communicated. Under no
circumstances should persons of any other description rely or act
upon the contents of this announcement.
The date of Admission may be influenced by things such as market
conditions. There is no guarantee that Admission will occur and you
should not base your financial decisions on Justice's intentions in
relation to Admission at this stage. Investments to which this
announcement relates may expose an investor to a significant risk
of losing all of the amount invested. Persons considering
investment in such investments should consult an authorised person
specialising in advising on such investments. This announcement
does not constitute a recommendation concerning the Placing. The
value of shares can decrease as well as increase. Potential
investors should consult a professional advisor as to the
suitability of the Placing for the person concerned. Past
performance is not a guide to future performance.
The Placing and the distribution of this announcement and other
information in connection with the Placing in certain jurisdictions
may be restricted by law and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Barclays Bank PLC and Citigroup Global Markets Limited are each
authorised and regulated in the United Kingdom by the FSA, are
acting exclusively for Justice and no one else in connection with
the Placing and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the
Placing and will not be responsible to anyone other than Justice
for providing the protections afforded to their respective clients
or for providing advice in relation to the Placing or any
transaction, arrangements or other matters referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Barclays Bank PLC or Citigroup Global Markets
Limited, by the Financial Services and Markets Act 2000 or the
regulatory regime established thereunder, each of Barclays Bank
PLC, Citigroup Global Markets Limited and their respective
affiliates accepts no responsibility whatsoever for the contents of
this announcement, including its accuracy, completeness or
verification. Barclays Bank PLC, Citigroup Global Markets Limited
and their respective affiliates accordingly disclaim all and any
liability whether arising in tort, contract or otherwise (save as
referred to above) which they might otherwise have in respect of
this announcement or its contents otherwise arising in connection
herewith.
Information contained in this announcement may include
'forward-looking statements'. All statements other than statements
of historical facts included herein, including, without limitation,
those regarding the intentions, beliefs or current expectations of
the Company, the Directors or the Founders concerning, among other
things, the Company's objective, acquisition strategies or
opportunities, financing, financial condition, capital resources,
prospects and capital appreciation of the Ordinary Shares are
forward-looking statements. By their nature, forward-looking
statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not guarantees of future
performance. The Company's actual performance, financial condition
and the development of its acquisition and financing strategies may
differ materially from the forward-looking statements contained in
this document. In addition, even if the Company's actual
performance, financial condition and the development of its
acquisition and financing strategies are consistent with the
forward-looking statements contained in this announcement, those
results or developments may not be indicative of results or
developments in subsequent periods.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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