Company Announcements

RNS Number : 0077E
Jardine Lloyd Thompson Group PLC
15 October 2018
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

15 October 2018

Recommended Cash Acquisition
of
JARDINE LLOYD THOMPSON GROUP PLC
by
MMC TREASURY HOLDINGS (UK) LIMITED
(a Marsh & McLennan Companies, Inc. group company)

Publication of Scheme Document and Update on US Antitrust Clearance

On 18 September 2018, Jardine Lloyd Thompson Group plc ("JLT") and MMC Treasury Holdings (UK) Limited ("MMC BidCo"), a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. ("MMC"), announced that they had reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued ordinary share capital of JLT will be acquired by MMC BidCo (the "Acquisition"), subject to the satisfaction or, where applicable, the waiver of the Conditions (as set out in the Scheme Document, as defined below). The Acquisition is to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

JLT and MMC are pleased to announce that the scheme document containing the full terms and conditions of the Acquisition (the "Scheme Document"), together with the related Forms of Proxy, is being published and sent today to JLT Shareholders and, for information only, to persons with information rights and holders of options and awards granted under the JLT Share Schemes.

A copy of the Scheme Document will be made available on JLT's website at www.jlt.com/investors and MMC's website at www.mmc.com, and will also be submitted to the National Storage Mechanism and available for inspection at www.morningstar.co.uk/uk/NSM.

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.

Notice of the Court Meeting and JLT General Meeting

As described in the Scheme Document, to become effective the Scheme requires, amongst other things, the approval of a majority in number of the Scheme Shareholders present and voting (either in person or by proxy) at the Court Meeting representing not less than 75 per cent. in value of the relevant Scheme Shares voted, and the passing of the Special Resolution. The Scheme must also be sanctioned by the Court. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document.

Notices of the Court Meeting and the JLT General Meeting, which will be held at The St Botolph Building, 138 Houndsditch, London EC3A 7AW on 7 November 2018, are set out in the Scheme Document. The Court Meeting will commence at 10.00 a.m. and the JLT General Meeting at 10.15 a.m. (or, if later, as soon as the Court Meeting has concluded or been adjourned).

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of voting Scheme Shareholders' opinion. Voting JLT Shareholders are therefore strongly advised to complete, sign and return their blue Form of Proxy (once received) or to appoint a proxy electronically using the instructions set out in the Form of Proxy (once received) as soon as possible.

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of JLT Shareholders at the Court Meeting and the JLT General Meeting, the sanction of the Court and the satisfaction or, where applicable, the waiver of the other Conditions (as set out in Part III of the Scheme Document), the Scheme is expected to become Effective in Spring 2019.

If the Scheme is approved as outlined above, it is expected that trading of JLT Shares on the London Stock Exchange's main market for listed securities will be suspended from close of business on the Business Day prior to the Effective Date. It is intended that, following the Scheme becoming Effective, the London Stock Exchange and the FCA will be requested respectively to cancel trading in JLT Shares on the London Stock Exchange's main market for listed securities and to remove the listing of the JLT Shares from the Official List, in each case on or shortly after the Effective Date.

The dates given are based on JLT's current expectations and may be subject to change. If any of the key dates set out in the timetable change, JLT will give notice of this change by issuing an announcement through a Regulatory Information Service. Such announcement will be made available on both JLT's website at www.jlt.com/investors and MMC's website at www.mmc.com. All JLT Shareholders have the right to attend the Court hearing.

US Antitrust Clearance

Early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) was granted by the US Federal Trade Commission on 10 October 2018, meaning that Condition 3(b) (as set out in Part III of the Scheme Document) has been satisfied.

Enquiries:

MMC and MMC BidCo

Dan Farrell                                                                     +1 212 345 3713

Goldman Sachs (Financial Adviser to MMC and MMC BidCo)

Victor Lopez Balboa                                                     +1 212 902 1000

Mark Sorrell                                                                   +44 20 7774 1000

Nick Harper                                                                   +44 20 7774 1000

JLT

Charles Rozes (Group Finance Director)                     +44 20 7558 3380

Paul Dransfield (Head of Investor Relations)               +44 20 7528 4933

J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to JLT)

Conor Hillery                                                                 +44 20 7742 4000

Edward Squire                                                               +44 20 7742 4000

James Robinson                                                             +44 20 7742 4000

Simon Robertson Associates (Financial Adviser to JLT)

Tim Wise                                                                       +44 20 7318 8888

Barclays Bank PLC (Corporate Broker to JLT)

Kunal Gandhi                                                                 +44 20 7623 2323

Mike Lamb                                                                     +44 20 7623 2323

Tom Macdonald                                                              +44 20 7623 2323

 

Brunswick Group (PR Adviser to JLT)

Tom Burns                                                                     +44 20 7404 5959

Dania Saidam                                                                +44 20 7404 5959

LEI Number of JLT: 213800XRWB6SDDCZZ434

Further information

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition is made solely pursuant to the terms of the Scheme Document, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the UK, is acting exclusively for MMC and MMC BidCo and no one else in connection with the Acquisition or any other matters referred to in this announcement and will not be responsible to anyone other than MMC and MMC BidCo for providing the protections afforded to clients of Goldman Sachs International or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is authorised by the PRA and regulated by the FCA and the PRA in the UK and is acting exclusively for JLT and no one else in connection with the Acquisition or any other matters referred to in this announcement and will not be responsible to anyone other than JLT for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Simon Robertson Associates LLP ("Simon Robertson Associates") is regulated by the FCA in the UK and is acting exclusively for JLT and no one else in connection with the Acquisition or any other matters referred to in this announcement and will not be responsible to anyone other than JLT for providing the protections afforded to clients of Simon Robertson Associates or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively as corporate broker for JLT and no one else in connection with the Acquisition and will not be responsible to anyone other than JLT for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The availability of the Acquisition to JLT Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their JLT Shares with respect to 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. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law 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 of jurisdictions outside the United Kingdom.

Unless otherwise determined by MMC BidCo or required by the City Code, and permitted by applicable law and regulation, the Acquisition will 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 Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition 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 and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

US holders of JLT Shares should note that the Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. An acquisition effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, MMC BidCo exercises the right to implement the Acquisition by way of an Offer and determines to extend the Offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and the Scheme Documentation has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of JLT Shares to enforce their rights and any claim arising out of the US federal laws, since MMC BidCo and JLT are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of JLT Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The receipt of cash pursuant to the Acquisition by US holders of JLT Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US holder of JLT Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by MMC and JLT contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of MMC and JLT about future events. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal", "strategy", "budget", "forecast" or "might", or words or terms of similar substance or the negative thereof, are forward-looking statements. These include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of MMC's and JLT's operations and benefits from the Acquisition; (iii) the achievement of cost or revenue synergies; and (iv) the effects of government regulation on MMC's or JLT's businesses. These statements are based on assumptions and assessments made by MMC and JLT in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements 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 dispositions. Some examples include, but are not limited to: the ability to consummate the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; the ability of MMC and JLT to successfully integrate their respective operations and retain key employees; the potential impact of the announcement or consummation of the Acquisition on relationships, including with employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; significant competition that MMC and JLT face; compliance with extensive government regulation; the combined company's ability to make acquisitions and its ability to integrate or manage such acquired businesses. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Neither MMC nor MMC BidCo nor JLT, nor any of their respective associates or directors, officers 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. You are cautioned not to place undue reliance on these forward-looking statements. Neither MMC nor MMC BidCo nor JLT assumes any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

Publication on website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on MMC's website at www.mmc.com and JLT's website at http://www.jlt.com/investors no later than 12 noon (London time) on the business day following this announcement. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the City Code, JLT Shareholders, persons with information rights and participants in JLT Share Schemes may request a hard copy of this announcement by contacting JLT's registrars, Equiniti, during business hours on 0333 207 6577 (or +44 121 415 7099 if calling from outside the UK) or at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. A hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by JLT Shareholders, persons with information rights and other relevant persons for the receipt of communications from JLT may be provided to MMC during the offer period as required under Section 4 of Appendix 4 of the City Code to comply with Rule 2.11(c).

 

 

 

 

Appendix

EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1)

Event

 

Time and/or date

 

Latest time for lodging Forms of Proxy for the:

 

Court Meeting (BLUE Form of Proxy)

10.00 a.m. on 5 November 2018 (2)

JLT General Meeting (WHITE Form of Proxy)

10.15 a.m. on 5 November 2018 (3)

Voting Record Time for Court Meeting and JLT General Meeting

6.00 p.m. on 5 November 2018 (4)

Court Meeting

10.00 a.m. on 7 November 2018

JLT General Meeting

 10.15 a.m. on 7 November 2018 (5)

Certain of the following dates are indicative only and are subject to change (please see Note (1) below):

Court Hearing to sanction the Scheme

a date expected to be no later than 14 days after the satisfaction or, if applicable, waiver of the last of Conditions 2(a), (b), 3 and 4, which is expected to be a date in Spring 2019 ("D")(6)

Last day of dealings in, and for registration of transfers of, and disablement in CREST of, JLT Shares

D

Suspension of listing of, and dealings in, JLT Shares

4.30 p.m. on D

Scheme Record Time

6.00 p.m. on D

Effective Date of the Scheme

D+1

De-listing of JLT Shares

By 8.00 a.m. on D+2

Latest date for despatch of cheques and crediting of CREST for Acquisition Consideration due under the Scheme

Within 14 days of the Effective Date

Long Stop Date

31 December 2019(7)

_______________

(1)    These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or, if capable of waiver, waived. The timetable is also dependent on when the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. JLT will give notice of any change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, post notice of the change(s) to JLT Shareholders and persons with information rights.

 

(2)    It is requested that blue Forms of Proxy for the Court Meeting be lodged before 10.00 a.m. on 5 November 2018 or, if the Court Meeting is adjourned, not later than 48 hours before the time appointed for the holding of the Court Meeting, excluding any part of a day that is not a working day. However, blue Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting or a representative of Equiniti, on behalf of the Chairman of the Court Meeting, before the commencement of the Court Meeting.

 

(3)    White Forms of Proxy for the JLT General Meeting must be lodged before 10.15 on 5 November 2018 in order to be valid or, if the JLT General Meeting is adjourned, not later than 48 hours before the time appointed for the holding of the JLT General Meeting, excluding any part of a day that is not a working day. White Forms of Proxy cannot be handed to the Chairman of the JLT General Meeting at that meeting.

 

(4)    If either of the Meetings are adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two days before the date of the adjourned meeting, excluding any part of a day that is not a working day.

 

(5)    Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

 

 (6)   This date may be extended to such date as JLT and MMC BidCo may, with the consent of the Panel, agree and the Court (if required) may allow.

All references in this announcement to times are to times in London.

 

 


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