Interim Management Statement (2913D)
May 14 2012 - 8:13AM
UK Regulatory
TIDMJUSH
RNS Number : 2913D
Justice Holdings Limited
14 May 2012
Justice Holdings Limited
Symbol: JUSH
14 May 2012
Interim Management Statement
Justice Holdings Limited ("Justice" or the "Company") today
publishes its interim management statement for the period 1 January
2012 to 14 May 2012.
Justice was admitted to the London Stock Exchange (the
"Admission") on 17 February 2011, raising gross proceeds of
GBP900.0 million in its initial public offering ("IPO"). As set out
in the Justice Holdings Limited Prospectus dated 14 February 2011
(the "Prospectus"), the Company was formed with the strategy of
acquiring a target business which was expected to have an
enterprise value of between GBP1.0 billion and GBP7.0 billion.
As at 31 March 2012, the Company had 90,057,000 ordinary shares
in issue, and cash and cash equivalent balances of approximately
GBP882.1 million (equivalent to GBP9.79 per ordinary share). The
net proceeds from the IPO are easily accessible when required. As
of 31 March 2012, approximately GBP871.5 million was held in UK
government-backed investments meeting the terms of the Sterling
denominated money markets.
The Net Income for the period 1 January 2012 to 31 March 2012
was GBP0.1 million which included a non-cash charge of GBP0.1
million.
On April 3, 2012, the Company entered into a Business
Combination Agreement and Plan of Merger (the "Agreement") with
Burger King Worldwide Holdings, Inc., a Delaware corporation
("Worldwide"), the parent company of Burger King Holdings, Inc., a
Delaware corporation ("Holdings"), Justice Delaware Holdco Inc., a
Delaware corporation and a direct, wholly-owned subsidiary of
Justice ("New Holdco"), and Justice Holdco LLC, a Delaware limited
liability company and a direct, wholly-owned subsidiary of New
Holdco ("Merger Sub LLC"). Pursuant to the terms of the Agreement,
Worldwide will merge with and into Merger Sub LLC, with Merger Sub
LLC continuing as the surviving corporation and as a wholly owned
subsidiary of New Holdco (the "Merger").
Under the terms of the Agreement, 3G Capital, a global
investment firm and Worldwide's principal stockholder, will receive
approximately $1.4 billion in cash and continue as the majority
shareholder of New Holdco. The Company's shareholders and its
founders will own approximately 29% of New Holdco. Upon closing of
the Merger (the "Closing"), New Holdco will be renamed Burger King
Worldwide, Inc. The Company's shares have been suspended from
trading on the London Stock Exchange and, upon Closing, it is
expected that New Holdco will list and commence trading on the New
York Stock Exchange. The Company expects that the Closing will
occur by 30 June 2012.
The Agreement contemplates that the Company, New Holdco and
certain holders of equity interests of the Company will enter into
transactions prior to the effectiveness of the Merger in order to
facilitate the transaction. Among other things, as a result of
these transactions, (i) the Company will contribute its assets to
New Holdco in exchange for shares of New Holdco, (ii) certain
holders of equity securities of the Company will first contribute
to New Holdco certain of their interests in the Company in exchange
for new interests in New Holdco and then their new interests in New
Holdco for shares of New Holdco common stock and (iii) the Company
will distribute to its stockholders, as of a record date prior to
the Closing, the shares of New Holdco common stock it holds on a 1
for 1 basis (these transactions collectively, the "Pre-Merger
Transactions").
Upon the Closing, the board of directors of New Holdco will be
comprised of (i) the then current directors of Worldwide, (ii)
Martin E. Franklin and Alan Parker, both directors of the Company,
and (iii) additional independent directors selected prior to the
Merger if necessary under applicable law or rules.
Consummation of the Merger is subject to certain closing
conditions, including the effectiveness of a registration statement
filed by New Holdco with the U.S. Securities and Exchange
Commission in respect of its common stock on 9 May 2012 (the
"Registration Statement"), the listing of such common stock on the
New York Stock Exchange and the consummation of the Pre-Merger
Transactions. New Holdco has been advised that early termination of
the required waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 has been received.
Since 31 March 2012, in preparation for the Closing, the Company
has converted its cash and cash equivalents from pounds sterling
into U.S. dollars and has sold its UK government-backed investments
and invested the proceeds in U.S. Government Treasury Bills.
Other than as described above, there have been no material
events or transactions, nor any material change in the underlying
financial position of the Company, during the period.
For more information please contact:
International Administration Group (Guernsey) Limited
Company Secretary
Attn: Mark Woodall
Tel: +44 1481 723450
A copy of the Prospectus has been submitted to the National
Storage Mechanism. The Registration Statement has been filed with
the U.S. Securities and Exchange Commission and is available for
viewing at: www.sec.gov.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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