TIDMJRIC
RNS Number : 7609J
Japan Residential Inv. Co. Ltd
21 December 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS ANNOUNCEMENT
OR THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN
INDEPENDENT PERSONAL FINANCIAL ADVICE IMMEDIATELY FROM YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, FUND MANAGER OR
OTHER APPROPRIATE INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED
UNDER THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED)
IF YOU ARE RESIDENT IN THE UK OR, IF NOT, FROM ANOTHER
APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER
For immediate release
21 December 2015
Recommended Cash Offer for
JAPAN RESIDENTIAL INVESTMENT COMPANY LIMITED ("JRIC")
by Nikko III Pte. Ltd. ("Bidco")
an investment vehicle indirectly wholly-owned by the Blackstone
Funds
Results of Court Meeting and JRIC EGM
On 13 November 2015, Bidco and JRIC announced that they had
reached agreement on the terms of a recommended cash offer by Bidco
for the entire issued, and to be issued, share capital of JRIC (the
"Offer") at 72 pence in cash for each Scheme Share. It is intended
that the Offer be effected by means of a Court-sanctioned scheme of
arrangement under Part VIII of the Companies Law.
JRIC announces that the Scheme was today approved by the Scheme
Shareholders at the Court Meeting and the resolutions to give
effect to the Scheme and to approve the Asset Management Transition
Agreement were passed by JRIC Shareholders and the Independent JRIC
Shareholders (respectively) at the JRIC EGM.
Voting Results
The resolution to approve the Scheme proposed at the Court
Meeting was decided on a poll. 66 Scheme Shareholders (representing
94.29 per cent. of the Scheme Shareholders voting), holding in
aggregate 153,226,324 Scheme Shares (representing 99.90 per cent.
of the Scheme Shares voting and 72.29 per cent. of the Scheme
Shares in issue) voted in favour of the resolution to approve the
Scheme. 4 Scheme Shareholders (representing 5.71 per cent. of the
Scheme Shareholders voting), holding in aggregate 149,967 Scheme
Shares (representing 0.10 per cent. of the Scheme Shares voting and
0.07 of the Scheme Shares in issue) voted against the resolution to
approve the Scheme.
At the JRIC EGM the special resolution to give effect to the
Scheme and the ordinary resolution to approve the Asset Management
Transition Agreement were both decided on by way of a poll. The
special resolution was passed with 153,226,253 JRIC Shares
(representing 99.90 per cent. of the JRIC Shares voting) being
voted in favour and 150,038 JRIC Shares (representing 0.10 per
cent. of the JRIC Shares voting) voted against. The ordinary
resolution was passed with 153,226,253 JRIC Shares held by
Independent JRIC Shareholders (representing 99.96 per cent. of the
JRIC Shares held by Independent JRIC Shareholders voting) being
voted in favour and 65,277 of the JRIC Shares held by Independent
Shareholders (representing 0.04 per cent. of the JRIC Shares held
by Independent JRIC Shareholders voting) voted against.
Next steps
It is expected that the last day for dealings in JRIC Shares
will be 29 December 2015, that dealings in JRIC Shares will be
suspended with effect from 7.30 a.m. on 30 December 2015 and the
Scheme will become effective on 30 December 2015, when it will be
binding on all Scheme Shareholders, whether or not they attended or
voted in favour of the Scheme and the resolutions at the Court
Meeting or the JRIC EGM.
If the Scheme becomes effective on 30 December 2015, it is
expected that admission of the JRIC Shares to trading on AIM will
be cancelled by no later than 7.00 a.m. on 31 December 2015. The
expected timetable of remaining principal events is set out
below:
Last day of dealings in JRIC 29 December 2015
Shares
Scheme Record Time 6:00 p.m. on 29
December 2015
Dealings in JRIC Shares suspended 7:30 a.m. on 30
in London December 2015
Court Hearing and Effective 9:30 a.m. on 30
Date of the Scheme December 2015(1)
Cancellation of trading on AIM 7:00 a.m. on 31
December 2015
Latest date for despatch of 12 January 2016
cheques and crediting of CREST
accounts for cash consideration
due under the Scheme
Long Stop Date(2) 6:00 p.m. on 30
April 2016
Notes:
(1) On the Effective Date, JRIC will become a wholly-owned
subsidiary of Bidco. Share certificates in respect of the JRIC
Shares will cease to be valid and entitlements traded within the
CREST system to JRIC Shares will be cancelled. Following the AIM
Cancellation, JRIC Shares will not be quoted on any publicly traded
market in the United Kingdom or elsewhere.
(2) This is the latest date by which the Scheme may become
effective unless JRIC and Bidco agree, and the Panel and, if
required, the Court, permits, a later date.
If any of the key dates set out in the expected timetable
change, an announcement will be made through a Regulated
Information Service. All references in this announcement to times
are to London time unless otherwise stated.
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the Scheme Document.
A copy of this announcement and the Scheme Document are available
on JRIC's website at www.jricl.com under the Shareholder
Information sub-section of the Investors tab.
Enquiries:
Liberum Capital Limited (Rule
3 financial adviser to JRIC)
Shane Le Prevost +44 (0)20 3100
Richard Crawley 2222
Smith & Williamson Corporate
Finance Limited (Nominated Adviser +44 (0)20 7131
to JRIC) 4000
Azhic Basirov
David Jones
Important notices relating to financial advisers
Liberum, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively as financial adviser to JRIC and
no one else in connection with the Offer, and will not be
responsible to anyone other than JRIC for providing the protections
afforded to clients of Liberum or for providing advice in relation
to the Offer or other matters referred to in this announcement.
Neither Liberum 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 Liberum in connection with the Offer,
any statement contained herein or otherwise.
Smith & Williamson, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as the nominated
adviser to JRIC and no one else in connection with the Offer, and
will not be responsible to anyone other than JRIC for providing the
protections afforded to clients of Smith & Williamson or for
providing advice in relation to the Offer or other matters referred
to in this announcement. Neither Smith & Williamson 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 Smith & Williamson in connection with the
Offer, any statement contained herein or otherwise.
Further information
This announcement has been prepared for the purposes of
complying with Guernsey law, the AIM Rules 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 and regulations of any jurisdiction
outside the United Kingdom and Guernsey.
The JRIC Directors accept responsibility for the information
contained in this announcement. To the best of the knowledge of the
JRIC Directors (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom or Guernsey may be
restricted by law. Therefore, any persons who are subject to the
laws of any jurisdiction other than the United Kingdom or Guernsey,
or JRIC Shareholders who are not resident in the United Kingdom or
Guernsey, should inform themselves about, and observe, any
applicable requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. In particular, the ability of persons who
are not resident in the United Kingdom or Guernsey to vote their
JRIC Shares with respect to the Scheme and 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 jurisdiction in which they are located.
Unless otherwise determined by Bidco or required by the City
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.
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