TIDMJLIF TIDMTTM
RNS Number : 1796B
John Laing Infrastructure Fund
19 September 2018
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 OR REGULATIONS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
19 September 2018
RECOMMED CASH ACQUISITION
of
JOHN LAING INFRASTRUCTURE FUND LIMITED ("JLIF" or the
"Company")
(a registered closed-ended investment company limited by shares
incorporated in Guernsey with company number 52256)
by
JURA ACQUISITION LIMITED ("Bidco")
(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)
to be effected by means of a Scheme of Arrangement
under Part VIII of the Companies (Guernsey) Law, 2008 (as
amended)
Offer Update
On 3 August 2018, the boards of directors of John Laing
Infrastructure Fund Limited ("JLIF") and Jura Acquisition Limited
("Bidco") announced that they had reached agreement on the terms of
a recommended cash offer to be made by Bidco for the entire issued
and to be issued ordinary share capital of JLIF (the "Offer") (the
"Announcement").
Under the terms of the Offer, Scheme Shareholders will be
entitled to receive 142.5 pence in cash for each Scheme Share. In
addition to the consideration payable in connection with the Offer,
JLIF Shareholders, who held shares on the dividend record date of 7
September 2018, will also be entitled to receive the payment of a
dividend of 3.57p for each JLIF Share for the six-month period
ended 30 June 2018 (the "Pre-Close Dividend").
The terms of the Offer (including the Pre-Close Dividend) value
each JLIF Share at 146.07 pence per share and JLIF's entire issued
and to be issued ordinary share capital at approximately GBP1,448
million.
The board of JLIF confirms that since the Announcement it has
not received any competing proposals from any third party potential
offerors and is not currently in discussions with any third party
regarding a competing proposal.
The JLIF Directors, who have been so advised by J.P. Morgan
Cazenove and Rothschild as to the financial terms of the Offer,
consider the terms of the Offer to be fair and reasonable.
Rothschild is providing independent financial advice to the JLIF
Directors for the purposes of Rule 3 of the Code. In providing
their advice to the JLIF Directors, J.P. Morgan Cazenove and
Rothschild have taken into account the commercial assessments of
the JLIF Directors.
Accordingly, and noting the announcement today by Bidco
confirming that its offer of 142.5 pence in cash for each JLIF
Share is final and the offer price will not be increased, the JLIF
Directors continue to recommend unanimously that JLIF Shareholders
vote or procure votes in favour of the resolutions relating to the
Scheme at the Meetings.
It is intended that the Offer will be implemented by way of a
Court-sanctioned scheme of arrangement under Part VIII of the
Companies Law of Guernsey (the "Scheme"). The Scheme will require
approval at a meeting of Scheme Shareholders convened by order of
the Court to be held at the offices of Mourant Ozannes, Royal
Chambers, St. Julian's Avenue, St Peter Port, Guernsey GY1 4HP,
Channel Islands at 12.00pm on Monday 24 September 2018.
Implementation of the Scheme will also require the passing of a
Special Resolution by JLIF Shareholders at the General Meeting to
be held at the same place at 12.20pm on 24 September 2018 (or as
soon thereafter as the Court Meeting has concluded or been
adjourned).
Terms used in this announcement shall have the same meaning
given to them in the Scheme document, unless otherwise defined.
Enquiries:
J.P. Morgan Cazenove (Lead Financial Adviser to JLIF) 020 7742 4000
Edward Gibson-Watt
Adam Laursen
Oliver Kenyon
Henry Capper
Rothschild (Financial Adviser to JLIF) 020 7280 5000
John Deans
Jessica Dale
Finsbury (PR Adviser to JLIF) 020 7251 3801
Faeth Birch
Philip Walters
James Kavanagh
This Announcement contains Inside Information as defined under
the Market Abuse Regulation (EU) No. 596/2014.
Further information
J.P. Morgan Securities plc, which conducts its U.K. investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the PRA and regulated by the
PRA and the FCA. J.P. Morgan Cazenove is acting as financial
adviser exclusively for JLIF and no one else in connection with the
matters set out in this Announcement and will not regard any other
person as its client in relation to the matters set out in this
Announcement and will not be responsible to anyone other than JLIF
for providing the protections afforded to clients of J.P. Morgan
Cazenove or its affiliates, or for providing advice in relation to
any matter referred to herein.
N.M. Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for JLIF and for no one else in connection with
the matters set out in this Announcement and will not regard any
other person as its client in relation to the matters set out in
this Announcement and will not be responsible to anyone other than
JLIF for providing the protections afforded to clients of
Rothschild, nor for providing advice in relation to any matter
referred to in this Announcement.
Important notice
This Announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
Announcement or otherwise.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom or Guernsey may be
restricted by the laws of those jurisdictions and therefore persons
who are subject to the laws of any jurisdiction other than the
England and Wales or Guernsey into whose possession this
Announcement comes should inform themselves about and observe such
restrictions. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This Announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with Guernsey law, the laws of England and
Wales, the Code and the Listing Rules and information disclosed may
not be the same as that which would have been prepared in
accordance with the laws of jurisdictions outside England and Wales
and Guernsey. Nothing in this Announcement should be relied on for
any other purpose.
The Acquisition relates to the shares in a Guernsey company and
is proposed to be made by means of a scheme of arrangement or
takeover offer, as applicable, provided for under the laws of
Guernsey. A transaction effected by means of a scheme of
arrangement is not subject to the proxy solicitation or tender
offer rules under the US Exchange Act. Accordingly, the Acquisition
is subject to the disclosure requirements, rules and practices
applicable to schemes of arrangement involving a target company in
Guernsey listed on the London Stock Exchange, which differ from the
requirements of US proxy solicitation or tender offer rules.
However, Bidco reserves the right, subject to the prior consent of
the Panel and subject to the terms of the Co-operation Agreement,
to elect to implement the Acquisition by means of a Takeover Offer
for the entire issued and to be issued share capital of JLIF, as an
alternative to the Scheme. If Bidco were to elect to implement the
Acquisition by means of a Takeover Offer, it shall be made in
compliance with all applicable laws and regulations. Such a
Takeover Offer would be made in the United States by Bidco and no
one else. In addition to any such Takeover Offer, Bidco, certain
affiliated companies or their nominees or brokers (acting as
agents) may, in accordance with normal UK practice and pursuant to
Rule 14e-5(b) of the US Exchange Act, make certain purchases of, or
arrangements to purchase, JLIF Shares outside such a Takeover Offer
during the period in which such a Takeover Offer would remain open
for acceptance. If such purchases or arrangements to purchase were
to be made, they would be made outside the United States and would
comply with applicable law, including the US Exchange Act. Such
purchases or arrangements to purchase 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 and Guernsey, will be reported to
the Regulatory Information Service of the London Stock Exchange and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Neither the SEC nor any US state securities commission has
expressed an opinion about: (a) the Scheme or the Acquisition; (b)
the merits or fairness of the Scheme or the Acquisition; or (c) the
adequacy or accuracy of the disclosure in this Announcement and it
is an offence in the United States to claim otherwise.
Further details in relation to Overseas Shareholders are
contained in paragraph 11 of Part 2 of the Scheme Document. All
JLIF Shareholders or other persons (including nominees, trustees
and custodians) who would otherwise intend to or may have a
contractual or legal obligation to forward this Announcement to a
jurisdiction outside the United Kingdom and Guernsey should refrain
from doing so and seek appropriate professional advice before
taking any action.
No person has been authorised to make any representations on
behalf of JLIF or Bidco concerning the Acquisition which are
inconsistent with the statements contained in this Announcement and
the Scheme Document and any such representations, if made, may not
be relied upon as having been so authorised.
Each JLIF Shareholder is advised to read and consider carefully
the text of the Scheme itself. The Scheme Document, and in
particular the letter from the Chairman of JLIF and the Explanatory
Statement, has been prepared solely to assist Scheme Shareholders
in respect of voting on the resolution to approve the Scheme to be
proposed at the Court Meeting and to assist JLIF Shareholders in
respect of voting on the Special Resolution to be proposed at the
General Meeting.
JLIF Shareholders should not construe the contents of this
Announcement as legal, tax or financial advice and should consult
with their own advisers as to the matters described in this
Announcement.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Forward-looking statements
This Announcement contains certain forward-looking statements
with respect to the Consortium, Bidco and JLIF. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as, without limitation,
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "aim", "will", "may", "hope", "continue",
"would", "could" or "should" or other words of similar meaning or
the negative thereof. Forward-looking statements include, but are
not limited to, statements relating to the following: (i) future
capital expenditures, expenses, revenues, economic performance,
financial conditions, dividend policy, losses and future prospects,
(ii) business and management strategies and the expansion and
growth of the operations of Bidco or JLIF, and (iii) the effects of
government regulation on the business of Bidco or JLIF. There are
many factors which could cause actual results to differ materially
from those expressed or implied in forward looking statements.
Among such factors 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 disposals. Such statements are qualified
in their entirety by the inherent risks and uncertainties
surrounding future expectations.
These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. Except as expressly provided in this Announcement, they
have not been reviewed by the auditors of the Consortium, Bidco or
JLIF. By their nature, these forward-looking statements involve
known and unknown risks, uncertainties because they relate to
events and depend on circumstances that will occur in the future.
The factors described in the context of such forward-looking
statements in this Announcement may cause the actual results,
performance or achievements of any such person, or industry results
and developments, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. No assurance can be given that such
expectations will prove to have been correct and persons reading
this Announcement are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this Announcement. None of the Consortium, Bidco, JLIF,
nor their respective members, directors, officers or employees,
advisers or any person acting on their behalf, 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. No forward-looking or other
statements have been reviewed by the auditors of the Consortium,
Bidco or JLIF.
None of the Consortium, Bidco, JLIF or their respective members,
directors, officers, employees, advisers and any person acting on
behalf of one or more of them undertakes any intention or
obligation to update publicly or revise forward-looking statements,
whether as a result of new information, future events or otherwise,
except to the extent legally required. All subsequent oral or
written forward-looking statements attributable to the Consortium,
Bidco or JLIF or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
No member of the Consortium, nor the JLIF Group, nor any of
their respective associates, directors, officers, employees 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.
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.
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.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for Bidco, any member of the Consortium or
JLIF for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per JLIF Share for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per JLIF
Share.
Publication on website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 and Rule 26.3 of the Code will be
made available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions) free of charge, on JLIF's
website at www.jlif.com/investors/possibleoffer and on the
Consortium's website at www.jlifoffer.com by no later than 12 noon
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
JLIF Shareholders may request a hard copy of this Announcement
(and any information incorporated into it by reference to another
source in this Announcement) 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.). JLIF Shareholders may also
request that all future documents, announcements and information
sent to that person in relation to the Offer should be in hard copy
form. A hard copy of such documents, announcements (including this
Announcement) and information will not be sent unless such a
request is made.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
END
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
OUPFKFDQOBKDPCD
(END) Dow Jones Newswires
September 19, 2018 02:15 ET (06:15 GMT)
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