Statement re Acquisition: Document Update
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
18 January 2019
FOR IMMEDIATE RELEASE
JARDINE LLOYD THOMPSON GROUP PLC AND MARSH & MCLENNAN COMPANIES, INC.
ACQUISITION: DOCUMENT UPDATE
CLEAN TEAM CONFIDENTIALITY AGREEMENT, DATA TRANSFER AGREEMENT AND NON-DISCLOSURE AGREEMENT
Jardine Lloyd Thompson Group plc ("JLT") and Marsh & McLennan Companies, Inc. ("MMC") have today, 18 January 2019, entered into: (i) a clean team confidentiality agreement in connection with the provision of competitively sensitive information; (ii) a data transfer agreement in connection with the sharing of certain personal data; and (iii) a mutual non-disclosure agreement in connection with the provision of confidential information, which supersedes the existing non-disclosure agreement dated 13 September 2018. In accordance with Rule 26 of the City Code, a copy of each of the clean team confidentiality agreement, the data transfer agreement and the non-disclosure agreement will be made available on the website of JLT at http://www.jlt.com/investors and on the website of MMC at www.mmc.com by no later than 12 noon (London time) on the Business Day following this announcement.
Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the scheme document published on 15 October 2018.
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Enquiries: |
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JLT |
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Charles Rozes (Group Finance Director) |
+44 20 7558 3380 |
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Paul Dransfield (Head of Investor Relations) |
+44 20 7528 4933 |
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J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to JLT) |
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Conor Hillery |
+44 20 7742 4000 |
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Edward Squire |
+44 20 7742 4000 |
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James Robinson |
+44 20 7742 4000 |
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Simon Robertson Associates (Financial Adviser to JLT) |
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Tim Wise
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+44 20 7318 8888 |
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Barclays Bank PLC (Corporate Broker to JLT) |
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Kunal Gandhi |
+44 20 7623 2323 |
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Mike Lamb |
+44 20 7623 2323 |
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Tom Macdonald |
+44 20 7623 2323 |
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Brunswick Group (PR Adviser to JLT) |
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Tom Burns |
+44 20 7404 5959 |
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Dania Saidam |
+44 20 7404 5959 |
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MMC and MMC BidCo |
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Dan Farrell |
+1 212 345 3713 |
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Goldman Sachs (Financial Adviser to MMC and MMC BidCo) |
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Victor Lopez Balboa |
+1 212 902 1000 |
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Mark Sorrell |
+44 20 7774 1000 |
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Nick Harper |
+44 20 7774 1000 |
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LEI Number of JLT: 213800XRWB6SDDCZZ434 |
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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. The Acquisition is made solely pursuant to the terms of the Scheme Document, which contains the full terms and conditions of the Acquisition.
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.
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.
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. 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.
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.
Publication on website
A copy of this announcement and the documents required to be published by Rule 26 of the City Code 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.
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.
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