TIDMJLIF TIDMTTM
RNS Number : 1842B
John Laing Infrastructure Fund
19 September 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
19 September 2018
NO INCREASE TO CASH OFFER
for
JOHN LAING INFRASTRUCTURE FUND LIMITED
by
JURA ACQUISITION LIMITED
(a newly formed company owned by a consortium jointly-led by
funds
managed by Dalmore Capital Limited and
funds managed by Equitix Investment Management Limited)
Jura Acquisition Limited confirms that its offer of 142.5 pence
in cash for each JLIF Share is final and the offer price will not
be increased.
Capitalised terms in this announcement, unless otherwise
defined, have the same meaning set out in the scheme document to
shareholders dated 31 August 2018.
Enquiries:
Dalmore 020 3372 0490
Alistair Ray
Adrian Peacock
Equitix 020 7250 7333
Hugh Crossley
Achal Bhuwania
Lazard (Financial Adviser to the Consortium) 020 7187 2000
Richard Hoyle
Nicholas Millar
Stephen Dibsdale
Macquarie Capital (Financial Adviser to the Consortium) 020 3037
2000
Alex Reynolds
Michael van der Beugel
Stifel (Corporate Broker to the Consortium) 020 7710 7600
Neil Winward
Tom Yeadon
TB Cardew (PR Adviser to the Consortium) 020 7930 0777
Ed Orlebar 077 3872 4630
Tom Allison
077 8999 8020
Important notices relating to financial advisers
Lazard & Co., Limited (Lazard), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as financial adviser to the Consortium and no one else in
connection with the matters set out in this Announcement and will
not be responsible to anyone other than the Consortium for
providing the protections afforded to clients of Lazard nor for
providing advice in relation to the potential transaction or any
other matters referred to in this Announcement. Neither Lazard nor
any of its 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 Lazard in connection with this Announcement, any
statement contained herein or otherwise.
Macquarie Capital (Europe) Limited (Macquarie Capital), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser to the Consortium and no one else in
connection with the matters set out in this Announcement. In
connection with such matters, Macquarie Capital, its affiliates and
its or their respective directors, officers, employees and agents
will not regard any other person as their client, nor will they be
responsible to anyone other than the Consortium for providing the
protections afforded to their clients or for providing advice in
relation to the contents of this Announcement or any other matter
referred to in this Announcement.
Stifel Nicolaus Europe Limited (Stifel) which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Consortium and for no-one else in connection with the
matters set out in this Announcement. Stifel, its affiliates and
its or their respective directors, offices, employees and agents,
will not regard any other person as their client, nor will they be
responsible to anyone other than the Consortium for providing the
protections afforded to their clients or for providing advice in
relation to the contents of this Announcement or any other matter
referred to in this Announcement.
Further Information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or an invitation to purchase, otherwise acquire or
subscribe for or dispose of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise. The Offer is being made solely by the Scheme Document
(or in the event that the Offer is implemented by means of a
Takeover Offer, the offer document), which contains the full terms
and conditions of the Offer, including details of how to vote in
respect of the Scheme. Any voting decision or response in relation
to the Offer should be made solely on the basis of the Scheme
Document.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
This Announcement has been prepared for the purpose of complying
with Guernsey law, English law 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 England or Guernsey.
Overseas Shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom or Guernsey may be
restricted by law and therefore any persons who are not resident in
the United Kingdom or Guernsey or who are subject to the laws of
any jurisdiction other than the United Kingdom or Guernsey
(including Restricted Jurisdictions) should inform themselves
about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not
resident in the United Kingdom or Guernsey or who are subject to
the laws of another jurisdiction to participate in the Offer or to
vote their JLIF Shares in respect of 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 or to which they are subject. Any failure to comply
with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws in that
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Offer shall 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 Offer by
any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction.
The Offer will be subject to the applicable requirements of the
Companies Law of Guernsey, the Court (as a result of JLIF being
incorporated in Guernsey) and the GFSC (as a result of JLIF being a
registered closed-ended investment company in Guernsey), with the
applicable requirements of English law, Guernsey law, the Code, the
Panel, the London Stock Exchange and the FCA (as a result of JLIF
being listed on the London Stock Exchange).
Copies of this Announcement and any formal documentation
relating to the Offer 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 or any jurisdiction
where to do so would constitute a violation of the laws of such
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of acceptance of the Offer.
If the Offer is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including,
without limitation, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Offer will not be
capable of acceptance by any such use, means, instrumentality or
facilities or from within any Restricted Jurisdiction.
The availability of the Offer to JLIF Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements Further details in relation to
JLIF Shareholders in overseas jurisdictions will be contained in
the Scheme Document.
Notice to U.S. investors in JLIF
The Offer relates to the shares of a Guernsey company and is
being made by means of a scheme of arrangement provided for under
Part VIII of the Companies Law of Guernsey. The Offer, implemented
by way of a scheme of arrangement is not subject to the tender
offer rules or the proxy solicitation rules under the U.S. Exchange
Act, as amended. Accordingly, the Offer is subject to the
disclosure requirements and practices applicable to a scheme of
arrangement involving a target company in Guernsey listed on the
London Stock Exchange, which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation rules.
If, in the future, Bidco exercises its right to implement the Offer
by way of a Takeover Offer and determines to extend the Takeover
Offer into the U.S., the Offer will be made in compliance with
applicable U.S. laws and regulations.
Neither the SEC nor any U.S. state securities commission has
approved or disproved or passed judgment upon the fairness or the
merits of the Offer or determined if this Announcement is adequate,
accurate or complete. Any representation to the contrary is a
criminal offence in the U.S.
JLIF is incorporated under the laws of Guernsey. In addition,
some or all of its officers and directors reside outside the U.S.,
and some or all of its assets are or may be located in
jurisdictions outside the U.S. Therefore, investors may have
difficulty effecting service of process within the U.S. upon those
persons or recovering against JLIF or its officers or directors on
judgments of U.S. courts, including judgments based upon the civil
liability provisions of the U.S. federal securities laws. Further,
it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's judgment. It may not be
possible to sue JLIF or its officers or directors in a non-US court
for violations of the U.S. securities laws.
Publication on website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 and Rule 26.2 of the Code will be
made available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions) free of charge, on the
Consortium's website at www.jlifoffer.com by no later than 12 noon
London time on the Business Day following the date of this
Announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled
may request a copy of this Announcement (and any information
incorporated into it by reference to another source) in hard copy
form free of charge by contacting the Registrar, Link Market
Services (Guernsey) Limited, at c/o Link Market Services Limited,
34 Beckenham Road, Beckenham, Kent BR3 4TU, or on 0871 664 0300
(calls cost 12 pence per minute plus network extras, lines are open
9.00 a.m. to 5.30 p.m. Monday to Friday) or on +44 (0)371 664 0300
(if calling from outside the U.K.). You may also request that all
future documents, announcements and information to be sent to you
in relation to the Offer should be in hard copy form.
Information relating to JLIF Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by JLIF Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from JLIF may be provided to the Consortium and
Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Code in order to comply with Rule 2.11(c) of the
Code.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 p.m. (London time) on the 10th Business Day (as
defined in the Code) following the commencement of the Offer Period
and, if appropriate, by no later than 3.30 p.m. (London time) on
the 10th Business Day (as defined in the Code) 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 one 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,
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 p.m. (London
time) on the Business Day (as defined in the Code) 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).
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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
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
OUPLLFEAAVITLIT
(END) Dow Jones Newswires
September 19, 2018 02:01 ET (06:01 GMT)
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