Partial Offer Unconditional as to Acceptances
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 OF THAT JURISDICTION
24 October 2011
RECOMMENDED PARTIAL CASH OFFER
by
JMH INVESTMENTS LIMITED ("JMHI"), a direct wholly-owned subsidiary
of JARDINE MATHESON HOLDINGS LIMITED ("Jardine Matheson"),
so as to increase its shareholding in
JARDINE LLOYD THOMPSON GROUP PLC ("JLT")
by approximately 10 per cent.
PARTIAL OFFER UNCONDITIONAL AS TO ACCEPTANCES,
SATISFACTION OF CERTAIN OTHER CONDITIONS
AND UPDATE ON LEVEL OF APPROVALS
1 Introduction
On 15 September 2011, Jardine Matheson and the Independent Directors of JLT announced that they had reached agreement on the terms of a unanimously recommended partial cash offer pursuant to which Jardine Matheson, through its direct wholly-owned subsidiary JMHI, would offer to acquire 21,734,665 JLT Shares, representing approximately 10.0 per cent. of the issued ordinary share capital of JLT (the "Partial Offer").
The full terms and conditions of the Partial Offer and the procedures for approval and acceptance of the Partial Offer were set out in the offer document dated 23 September 2011 (the "Offer Document").
2 Partial Offer declared unconditional as to acceptances and satisfaction of certain other conditions
Jardine Matheson announces that the Acceptance Condition in respect of the Partial Offer as set out in sub-paragraph (a) of paragraph 1 of Part A of Appendix 1 to the Offer Document has been satisfied. The Partial Offer is, therefore, unconditional as to acceptances.
In addition, Jardine Matheson announces that:
● approval has been received from the Guernsey Financial Services Commission in respect of the increase in Jardine Matheson's effective interest in Isosceles PCC Limited which will result from the completion of the Partial Offer; and
● approval has been received from the Dirección General de Seguros y Fondos de Pensiones in respect of the increase in Jardine Matheson's effective interest in JLT-SIACI España which will result from completion of the Partial Offer.
The Partial Offer remains subject to a number of other conditions as set out in paragraph 1 of Part A of Appendix 1 to the Offer Document.
3 Level of acceptances
As at 1.00 p.m. (London time) on 21 October 2011, being the First Closing Date of the Partial Offer, JMHI has received valid acceptances in respect of a total of 127,031,207 JLT Shares, representing approximately 58.4073 per cent. of the issued ordinary share capital of JLT, which JMHI may count towards satisfaction of the Acceptance Condition to the Partial Offer.
These acceptances include those received in respect of 70,769 JLT Shares (representing approximately 0.0325 per cent. of the issued ordinary share capital of JLT) which were subject to irrevocable undertakings given by JLT Directors. Acceptances from JLT Directors who have given irrevocable undertakings to do so in respect of 3,550 JLT Shares (representing approximately 0.0016 per cent. of the issued ordinary share capital of JLT) remain outstanding, although instructions have been given by the JLT Directors to their financial intermediaries to accept and the acceptances are expected during the extension of the Partial Offer referred to below.
Interests in relevant securities
Save for the interests set out below, as at close of business on 21 October 2011, being the latest practicable date prior to publication of this announcement, neither JMHI nor any of the directors of JMHI nor (so far as JMHI is aware) any person acting in concert with JMHI (within the meaning of the Code) (a) is interested in, or has any rights to subscribe for, any relevant securities of JLT or securities convertible or exchangeable into JLT Shares, (b) has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of JLT, or (c) has borrowed or lent any relevant securities of JLT (save for any borrowed shares which have been either on-lent or sold).
As at close of business on 21 October 2011, being the latest practicable date prior to publication of this announcement, the following interests were disclosable by JMHI or persons acting in concert with it:
|
Name |
Nature of interest or rights concerned |
Number of JLT relevant securities (percentage of the existing issued ordinary share capital of JLT) |
|
JMHI |
JLT Shares |
65,966,789 (30.3307%) |
|
Jardine Matheson |
JLT Shares |
65,966,789 (30.3307%) |
|
Ben Keswick |
JLT Shares |
1,349 (0.0006%) |
|
Simon Keswick |
JLT Shares |
2,249 (0.0010%) |
|
Lord Leach of Fairford |
JLT Shares |
22,500 (0.0103%) |
|
UBS Financial Services Inc. |
JLT Shares |
1,104 (0.0005%) |
4 Update on level of approvals
As at 1.00 p.m. (London time) on 21 October 2011, being the First Closing Date of the Partial Offer, JMHI has received approvals from JLT Shareholders holding 85.6041 per cent. of the voting rights of JLT not held by JMHI and persons acting in concert with it. Such level of approvals at the Record Date will satisfy the Approval Condition in respect of the Partial Offer as set out in sub-paragraph (b) of paragraph 1 of Part A of Appendix 1 to the Offer Document.
5 Extension of the Partial Offer
In accordance with Rule 31.4 of the Code, the Partial Offer, which remains subject to the terms and further conditions set out in the Offer Document, is being extended and will remain open for approval and acceptance until the next closing date which will be 1.00 p.m. (London time) on 4 November 2011. JLT Shareholders who have not yet approved and/or accepted the Partial Offer and who wish to do so should take action to approve and/or accept the Partial Offer as soon as possible.
JLT Shares tendered in excess of those representing the Relevant Percentage of an accepting JLT Shareholder's holding at the Record Date will be subject to scaling down in accordance with paragraph 15 of Part II of, and paragraph 2 of Part B of Appendix 1 to, the Offer Document. Jardine Matheson will make an announcement stating the basis of such scaling down by 9.00 a.m. on the second Business Day following the close of the Partial Offer.
Details of the procedures for approving and accepting the Partial Offer and scaling down are set out in the Offer Document sent to JLT Shareholders on 23 September 2011. The Offer Document is also available on Jardine Matheson's website www.jardines.com.
6 Further information
Enquiries
|
Jardine Matheson Holdings Limited / JMH Investments Limited |
|
|
Neil McNamara |
+852 2843 8227 |
|
Rothschild (Financial Adviser to Jardine Matheson and JMHI) |
|
|
Crispin Wright John Nisbet |
020 7280 5000 |
|
UBS Investment Bank (Financial Adviser and Corporate Broker to Jardine Matheson and JMHI) |
|
|
Tim Waddell Tim Pratelli |
020 7567 8000 |
|
Media Enquiries (Brunswick Group) |
|
|
Rebecca Shelley Tom Burns |
020 7404 5959 |
Unless expressly defined in this announcement, terms defined in the Offer Document dated 23 September 2011 have the same meaning when used in this announcement.
Figures contained in this announcement, including the Relevant Percentage, have been calculated based on the issued ordinary share capital of JLT as at 21 October 2011, being 217,491,980 ordinary shares.
This announcement will be available on Jardine Matheson's website www.jardines.com by no later than 12 noon (London time) on 25 October 2011.
N M Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Jardine Matheson and JMHI and no one else in connection with the matters set out in this announcement or the Offer Document and will not be responsible to anyone other than Jardine Matheson and JMHI for providing the protections afforded to clients of N M Rothschild & Sons Limited, nor for providing advice in relation to any matter referred to herein.
UBS is acting for Jardine Matheson and JMHI and no one else in connection with the Partial Offer and this announcement or the Offer Document and will not be responsible to anyone other than Jardine Matheson and JMHI for providing the protections afforded to clients of UBS nor for providing advice in connection with the Partial Offer or any matter referred to herein.
You may request a hard copy of this announcement by contacting the London Secretaries of Jardine Matheson, Matheson & Co., Ltd at 3 Lombard Street, London EC3V 9AQ, or on 020 7816 8100. You may also request that all future documents, announcements and information to be sent to you in relation to the Partial Offer should be in hard copy form.
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Partial Offer or otherwise. The Partial Offer will be made solely by means of the Offer Document, the PINK Approval Form and the BLUE Acceptance Form accompanying the Offer Document, which will contain the full terms and Conditions of the Partial Offer, including details of how the Partial Offer may be accepted.
This announcement has been prepared for the purpose of complying with English law and the 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. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
This information is provided by RNS
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