TIDMJLIF
RNS Number : 7594B
John Laing Infrastructure Fund
24 September 2018
UK-617038129.1
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
24 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)
Results of Court Meeting and General Meeting
The Board of JLIF can now announce that the Court Meeting and
the General Meeting held in connection with the proposed
recommended cash offer pursuant to which Bidco will acquire the
entire issued and to be issued share capital of JLIF (the
"Acquisition"), to be effected by means of a scheme of arrangement
between JLIF and the Scheme Shareholders under Part VIII of the
Companies Law of Guernsey (the "Scheme"), were each held today and
the results of the proposed resolutions are set out below.
Capitalised terms used in this announcement (the
"Announcement"), unless otherwise defined, have the same meanings
as set out in the scheme document published on 31 August 2018
containing the full terms and conditions of the Acquisition (the
"Scheme Document").
Full details of the resolutions proposed are set out in the
notices of the Court Meeting and General Meeting at Parts 10 and 11
of the Scheme Document, respectively.
Court Meeting
The Scheme was approved by the requisite majority on a poll vote
at the Court Meeting held at 12.00 p.m. on 24 September 2018. A
majority in number of Scheme Shareholders who voted (and who were
entitled to vote), either in person or by proxy, representing not
less than 75 per cent. in value of the Scheme Shares held by such
Scheme Shareholders present and voting, voted to approve the
Scheme.
The results of the poll at the Court Meeting held on 24
September 2018 were as follows:
Number % of Scheme Number of % of Scheme Number of Scheme
of Scheme Shares Scheme Shareholders Shareholders Shares voted as
Shares voted who voted who voted a % of the issued
voted ordinary share
capital*
For 458,761,316 85.85 148 89.16 46.29
------------ ------------ --------------------- -------------- -------------------
Against 75,611,763 14.15 18 10.84 7.62
------------ ------------ --------------------- -------------- -------------------
Total 534,373,079 100 166 100 53.91
------------ ------------ --------------------- -------------- -------------------
* The total number of Scheme Shares in issue at the Voting
Record Time was 991,057,224.
General Meeting
The Special Resolution was passed by the requisite majority on a
poll vote at the General Meeting held at 12.20 p.m. on 24 September
2018.
The results of the poll at the General Meeting held on 24
September 2018 were as follows:
Number % of JLIF Number of % of JLIF Number of JLIF
of JLIF Shares JLIF Shareholders Shareholders Shares voted as
Shares voted who voted who voted a % of the issued
voted ordinary share
capital**
For 443,273,185 85.40 261 91.25 44.72
------------ ---------- ------------------- -------------- -------------------
Against 75,807,638 14.60 20 8.75 7.64
------------ ---------- ------------------- -------------- -------------------
Total 519,080,823 100 286 100 52.36
------------ ---------- ------------------- -------------- -------------------
** The total number of JLIF Shares in issue at the Voting Record
Time was 991,057,224.
In accordance with Rule 9.6.2 of the Listing Rules, a copy of
the resolutions passed have been submitted to the National Storage
Mechanism.
Next steps and timetable
The Scheme remains subject to the sanction of the Court at the
Court Hearing and the satisfaction (or, where applicable, the
waiver) of the other Conditions to the Scheme (as set out in the
Scheme Document). Subject to the Scheme receiving the sanction of
the Court or, where applicable, the waiver of the other Conditions,
the Scheme is expected to become effective on 28 September
2018.
The current expected timetable of principal events for the
implementation of the Scheme is set out below and in the Scheme
Circular. If any of the key dates set out in the expected timetable
change, an announcement will be made through a Regulatory
Information Service. All times shown in this Announcement are
London times, unless otherwise states.
[1] 5 JLIF Shareholders returned a proxy and abstained from
voting
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or date
Court Meeting 12.00 p.m., Today
General Meeting 12.20 p.m., Today
The following dates are indicative only
and are subject to change
Despatch of cheques or settlement through 27 September 2018
CREST in respect of the Pre-Close Dividend
Last day of dealings in, and for registration 27 September 2018
of transfers of JLIF Shares
Scheme Record Time 6.00 p.m. on 27 September
2018
Dealings in JLIF Shares suspended 7.30 a.m. on 28 September
2018
Disablement in CREST of JLIF Shares 28 September 2018
Court Hearing 10.00 a.m. on 28 September
2018
Effective Date of the Scheme 28 September 2018
Cancellation of listing of JLIF Shares By 8.00 a.m. on 1 October
2018
Latest date for despatch of cheques or 12 October 2018
settlement through CREST in respect of
the Cash Consideration.
These dates and times are indicative only and will depend, among
other things, upon the date upon which: (i) the Conditions set out
in Part 4 of the Scheme Document are satisfied or (if applicable)
waived; and (ii) the Court sanctions the Scheme, JLIF will give
notice of the change(s) by issuing an announcement through a
Regulatory Information Service. All JLIF Shareholders have the
right to attend the Court Hearing.
Enquiries:
J.P. Morgan Cazenove (Lead Financial Adviser to JLIF)
Edward Gibson-Watt 020 7742 4000
Adam Laursen
Oliver Kenyon
Henry Capper
Rothschild (Financial Adviser to JLIF)
John Deans 020 7280 5000
Jessica Dale
Finsbury (PR Adviser to JLIF)
Faeth Birch 020 7251 3801
Philip Walters
James Kavanagh
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
Nicholas Harland
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
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.
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"), 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, 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.
Important notice
This Announcement is for information purposes only and 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.
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 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 and the accompanying documents have 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 or the accompanying documents 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.
The JLIF financial information included in, and incorporated by
reference into, this Announcement has been prepared in accordance
with IFRS as adopted by the European Union, which may not be
comparable to the financial statements of companies reporting their
financial statements pursuant to home country generally accepted
accounting principles ("GAAP"), which differ in certain significant
respects from IFRS. None of the financial information included in,
or incorporated by reference into, this Announcement has been
audited in accordance with GAAP under any such countries' laws.
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, the
Scheme Document and the accompanying Forms of Proxy 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.
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.
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
ROMLLFLEAFISFIT
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