TIDMJLT TIDMJLT TIDMMHM
RNS Number : 0077E
Jardine Lloyd Thompson Group PLC
15 October 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
FOR IMMEDIATE RELEASE
15 October 2018
Recommended Cash Acquisition
of
JARDINE LLOYD THOMPSON GROUP PLC
by
MMC TREASURY HOLDINGS (UK) LIMITED
(a Marsh & McLennan Companies, Inc. group company)
Publication of Scheme Document and Update on US Antitrust
Clearance
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 will be acquired by MMC BidCo
(the "Acquisition"), subject to the satisfaction or, where
applicable, the waiver of the Conditions (as set out in the Scheme
Document, as defined below). The Acquisition is to be effected by
means of a Court approved scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme").
JLT and MMC are pleased to announce that the scheme document
containing the full terms and conditions of the Acquisition (the
"Scheme Document"), together with the related Forms of Proxy, is
being published and sent today to JLT Shareholders and, for
information only, to persons with information rights and holders of
options and awards granted under the JLT Share Schemes.
A copy of the Scheme Document will be made available on JLT's
website at www.jlt.com/investors and MMC's website at www.mmc.com,
and will also be submitted to the National Storage Mechanism and
available for inspection at www.morningstar.co.uk/uk/NSM.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document.
Notice of the Court Meeting and JLT General Meeting
As described in the Scheme Document, to become effective the
Scheme requires, amongst other things, the approval of a majority
in number of the Scheme Shareholders present and voting (either in
person or by proxy) at the Court Meeting representing not less than
75 per cent. in value of the relevant Scheme Shares voted, and the
passing of the Special Resolution. The Scheme must also be
sanctioned by the Court. The Scheme is also subject to the
satisfaction or waiver of the Conditions and further terms that are
set out in the Scheme Document.
Notices of the Court Meeting and the JLT General Meeting, which
will be held at The St Botolph Building, 138 Houndsditch, London
EC3A 7AW on 7 November 2018, are set out in the Scheme Document.
The Court Meeting will commence at 10.00 a.m. and the JLT General
Meeting at 10.15 a.m. (or, if later, as soon as the Court Meeting
has concluded or been adjourned).
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair and reasonable representation of voting Scheme
Shareholders' opinion. Voting JLT Shareholders are therefore
strongly advised to complete, sign and return their blue Form of
Proxy (once received) or to appoint a proxy electronically using
the instructions set out in the Form of Proxy (once received) as
soon as possible.
Timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also attached as an
Appendix to this announcement. Subject to obtaining the approval of
JLT Shareholders at the Court Meeting and the JLT General Meeting,
the sanction of the Court and the satisfaction or, where
applicable, the waiver of the other Conditions (as set out in Part
III of the Scheme Document), the Scheme is expected to become
Effective in Spring 2019.
If the Scheme is approved as outlined above, it is expected that
trading of JLT Shares on the London Stock Exchange's main market
for listed securities will be suspended from close of business on
the Business Day prior to the Effective Date. It is intended that,
following the Scheme becoming Effective, the London Stock Exchange
and the FCA will be requested respectively to cancel trading in JLT
Shares on the London Stock Exchange's main market for listed
securities and to remove the listing of the JLT Shares from the
Official List, in each case on or shortly after the Effective
Date.
The dates given are based on JLT's current expectations and may
be subject to change. If any of the key dates set out in the
timetable change, JLT will give notice of this change by issuing an
announcement through a Regulatory Information Service. Such
announcement will be made available on both JLT's website at
www.jlt.com/investors and MMC's website at www.mmc.com. All JLT
Shareholders have the right to attend the Court hearing.
US Antitrust Clearance
Early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended)
was granted by the US Federal Trade Commission on 10 October 2018,
meaning that Condition 3(b) (as set out in Part III of the Scheme
Document) has been satisfied.
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 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
Dania Saidam +44 20 7404 5959
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 or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition is made solely pursuant
to the terms of the Scheme Document, which contains 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.
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.
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.
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. 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).
Appendix
EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1)
Event Time and/or date
-------------------------------------------------- ---------------------------
Latest time for lodging Forms of Proxy
for the:
10.00 a.m. on 5 November
Court Meeting (BLUE Form of Proxy) 2018 (2)
10.15 a.m. on 5 November
JLT General Meeting (WHITE Form of Proxy) 2018 (3)
Voting Record Time for Court Meeting and 6.00 p.m. on 5 November
JLT General Meeting 2018 (4)
10.00 a.m. on 7 November
Court Meeting 2018
10.15 a.m. on 7 November
JLT General Meeting 2018 (5)
Certain of the following dates are indicative
only and are subject to change (please
see Note (1) below):
a date expected to be
no later than 14 days
after the satisfaction
or, if applicable, waiver
of the last of Conditions
2(a), (b), 3 and 4,
which is expected to
be a date in Spring
Court Hearing to sanction the Scheme 2019 ("D")(6)
Last day of dealings in, and for registration
of transfers of, and disablement in CREST
of, JLT Shares D
Suspension of listing of, and dealings
in, JLT Shares 4.30 p.m. on D
Scheme Record Time 6.00 p.m. on D
Effective Date of the Scheme D+1
De-listing of JLT Shares By 8.00 a.m. on D+2
Latest date for despatch of cheques and
crediting of CREST for Acquisition Consideration Within 14 days of the
due under the Scheme Effective Date
Long Stop Date 31 December 2019(7)
_______________
(1) These times and dates are indicative only and will depend,
among other things, on the date upon which the Court sanctions the
Scheme and the date on which the Conditions are satisfied or, if
capable of waiver, waived. The timetable is also dependent on when
the Court Order sanctioning the Scheme is delivered to the
Registrar of Companies. JLT will give notice of any change(s) by
issuing an announcement through a Regulatory Information Service
and, if required by the Panel, post notice of the change(s) to JLT
Shareholders and persons with information rights.
(2) It is requested that blue Forms of Proxy for the Court
Meeting be lodged before 10.00 a.m. on 5 November 2018 or, if the
Court Meeting is adjourned, not later than 48 hours before the time
appointed for the holding of the Court Meeting, excluding any part
of a day that is not a working day. However, blue Forms of Proxy
not so lodged may be handed to the Chairman of the Court Meeting or
a representative of Equiniti, on behalf of the Chairman of the
Court Meeting, before the commencement of the Court Meeting.
(3) White Forms of Proxy for the JLT General Meeting must be
lodged before 10.15 on 5 November 2018 in order to be valid or, if
the JLT General Meeting is adjourned, not later than 48 hours
before the time appointed for the holding of the JLT General
Meeting, excluding any part of a day that is not a working day.
White Forms of Proxy cannot be handed to the Chairman of the JLT
General Meeting at that meeting.
(4) If either of the Meetings are adjourned, the Voting Record
Time for the relevant adjourned meeting will be 6.00 p.m. on the
day which is two days before the date of the adjourned meeting,
excluding any part of a day that is not a working day.
(5) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
(6) This date may be extended to such date as JLT and MMC BidCo
may, with the consent of the Panel, agree and the Court (if
required) may allow.
All references in this announcement to times are to times in
London.
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
SOAUVANRWVARARA
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