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John Laing Group plc (JLG)

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Friday 11 June, 2021

John Laing Group plc

Publication of Scheme Document

RNS Number : 6564B
John Laing Group plc
11 June 2021
 

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 SUCH JURISDICTION

FOR IMMEDIATE RELEASE

11 June 2021

Recommended Cash Acquisition

of

John Laing Group plc

by

Aqueduct Bidco Limited

a newly formed company indirectly owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

 

On 19 May 2021, the John Laing Group plc (John Laing) board and Aqueduct Bidco Limited (Bidco) board announced that they had reached agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of John Laing (the Acquisition).  Bidco is a newly formed company indirectly owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates (KKR).  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).

Publication of the Scheme Document

John Laing is 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 John Laing Shareholders and, for information only, to persons with information rights and participants in the John Laing Share Plans.

The Scheme Document will be made available on John Laing's website at www.laing.com.  Copies of the Scheme Document have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Notices of the Court Meeting and General Meeting

As described in the Scheme Document, to become effective the Scheme will require, amongst other things, the approval of John Laing Shareholders at the Court Meeting, the passing of the Special Resolution at the John Laing General Meeting and the subsequent sanction of 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 General Meeting, which will be held at the offices of Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate EC2P 2SR on 9 July 2021, are set out in the Scheme Document.  The Court Meeting will commence at 11.30 a.m. and the General Meeting at 11.45 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned).

While it is currently anticipated that the Court Meeting and General Meeting will be held at the offices of Freshfields Bruckhaus Deringer LLP at 100 Bishopsgate, London, EC2P 2SR in a COVID-19 secure manner, it is possible that the evolving COVID-19 pandemic and Government restrictions and guidance in relation to any developments may mean that this is not possible.  In light of the uncertainty surrounding the lifting of these restrictions around the time of the Meetings, and in order to protect the health and safety of all stakeholders, the Scheme Shareholders, John Laing Shareholders and other attendees (including any duly appointed proxies and/or corporate representatives) are strongly encouraged not to attend the Court Meeting or the General Meeting in person, save for the Chair and anyone else nominated by the Chair in order to establish a quorum or to facilitate the proceedings of the Meetings.  John Laing remains firmly committed to encouraging shareholder engagement on the business of the Court Meeting and the General Meeting.  As such, John Laing Shareholders (and any of their duly appointed proxies and/or corporate representatives) will be able to access, follow the business of, attend, submit written questions and/or objections and vote at the Meetings remotely via the Virtual Meeting Platform.  Further details of these arrangements are set out in the Scheme Document.

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 the opinion of Scheme Shareholders.  Whether or not Scheme Shareholders intend to attend the Court Meeting and/or the General Meeting in person or via the Virtual Meeting Platform, Scheme Shareholders are strongly advised to submit a proxy appointment and voting instruction as soon as possible, by one of the methods described in the Scheme Document.

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 John Laing Shareholders and the Court, and the satisfaction or, where applicable, the waiver of the other Conditions (as set out in the Scheme Document), the Scheme is expected to become effective in Q3 2021 or early in Q4 2021.

If any of the key dates set out in the timetable change, John Laing will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on John Laing's website at www.laing.com.

Terms defined in the Scheme Document have the same meanings in this announcement.

Enquiries:

Tulchan (PR Adviser to John Laing)    +44 (0) 20 7353 4200

Olivia Peters  [email protected]

Suniti Chauhan

 

Evercore (Lead Financial Adviser to John Laing)    +44 (0) 20 7653 6000

Julian Oakley

Ben Catt

Julien Baril

Cillin Horgan

 

Barclays (Financial Adviser and Corporate Broker     +44 (0) 20 7623 2323

to John Laing)

Neal West

Andrew Tusa

Richard Probert

 

Peel Hunt (Financial Adviser and Corporate Broker  +44 (0) 20 7418 8900

to John Laing) 

Andrew Buchanan

Tom Ballard

Charlie Batten

 

FGH (PR Adviser to Bidco and KKR)  +44 (0) 20 7251 3801

Faeth Birch  [email protected]

Alastair Elwen

 

Goldman Sachs International (Financial Adviser  +44 (0) 20 7774 1000

to Bidco and KKR)

Nick Harper

Brian O'Keeffe

Keshav Bhojania

 

Freshfields Bruckhaus Deringer LLP is retained as legal adviser to John Laing. Simpson Thacher & Bartlett LLP and Herbert Smith Freehills LLP are retained as legal advisers to KKR and Bidco.



 

Appendix

Expected timetable of principal events

Event

Expected time/date

Latest time for lodging Forms of Proxy for:

Court Meeting (BLUE form)

General Meeting (WHITE form)

 

11:30 a.m. on 7 July 2021(1)

11:45 a.m. on 7 July 2021(1)

Voting Record Time

6:30 p.m. on 7 July 2021(2)

Court Meeting

11:30 a.m. on 9 July 2021 

 

General Meeting

11:45 a.m. on 9 July 2021 (4)

 

 

 

The following dates are indicative only and subject to change; please see note (5) below

 

 

 

 

Court Hearing

Q3 or early Q4 2021 ("D")(5)

 

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

D (5)

 

Suspension of listing and dealings in John Laing Shares

6:00 p.m. on D(5)

 

Scheme Record Time

6:00 p.m. on D(5)

 

Effective Date of the Scheme

D + 1 Business Day (5)

 

Cancellation of listing of John Laing Shares

8.00 a.m. on D + 2 Business Days(5)

 

Latest date for dispatch of cheques/settlement via electronic BACs transfer or through CREST

14 days after the Effective Date

 

Latest date by which Scheme must be implemented

19 February 2022(6)

 

 

Notes:

(1)  The BLUE Form of Proxy for the Court Meeting, if not received by the time stated above (or, if the Court Meeting is adjourned, 48 hours (excluding non-working days) before the adjourned Court Meeting), may be handed to a representative of Equiniti Limited, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting, before the start of that Meeting. However, in order to be valid, the WHITE Form of Proxy must be received no later than 11:30 a.m. (London time) on 7 July 2021 (or, if the General Meeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjourned Meeting). Please see "Action to be taken" on pages 10 to 12 of the Scheme Document.

(2)  If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6:30 p.m. on the date which is two days (excluding non-working days) before the date set for such adjourned Meeting.

(4)  To commence at 11:45 a.m. or, as soon thereafter as the Court Meeting shall have concluded or adjourned.

(5)  These times and dates are indicative only and will depend on, among other things, the dates upon which (i) the Conditions are satisfied or (where applicable) waived, (ii) the Court sanctions the Scheme, and (iii) the Scheme Court Order sanctioning the Scheme is delivered to the Registrar of Companies. John Laing will give notice of these dates and times, when known, by issuing an announcement through a Regulatory Information Service. 

(6)  The latest date by which the Scheme must be implemented may be extended by agreement between John Laing and Bidco with the prior consent of the Panel and (if required) the approval of the Court.



 

 

Important notices

Goldman Sachs International (Goldman Sachs), which is authorised by the PRA and regulated by the FCA and the PRA in the UK, is acting exclusively for Bidco and KKR and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and KKR for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to herein.

Evercore Partners International LLP (Evercore), which is authorised and regulated by the FCA in the UK, is acting exclusively for John Laing as lead financial adviser and for no one else in connection with the Acquisition and will not be responsible to anyone other than John Laing for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or 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 Evercore in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with John Laing or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

Barclays Bank PLC, acting through its Investment Bank, (Barclays), which is authorised by the PRA and regulated by the FCA and the PRA in the UK, is acting exclusively for John Laing as financial adviser and corporate broker and for no one else in connection with the Acquisition and the matters described in this announcement and will not be responsible to anyone other than John Laing for providing the protections afforded to clients of Barclays or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Peel Hunt LLP (Peel Hunt), which is authorised and regulated in the UK by the FCA, is acting exclusively for John Laing as financial adviser and corporate broker and for no one else in connection with the matters described in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than John Laing for providing the protections afforded to clients of Peel Hunt LLP nor for providing advice in relation to matters described in this announcement.

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 Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a takeover offer, any document by which the Acquisition is made) which, together with the Forms of Proxy (or forms of acceptance), shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

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 of England.

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

Overseas shareholders

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to the law of any other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Bidco or required by the City Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition 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. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to John Laing Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their John Laing Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements 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.

The Acquisition shall be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the Financial Conduct Authority. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Additional information for US investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards and thus 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 US. If Bidco were to elect to implement the Acquisition by means of a takeover offer, such takeover offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Bidco and no one else. The receipt of cash pursuant to the Acquisition by a US John Laing Shareholder as consideration for the transfer of its John Laing Shares pursuant to the Scheme will be a taxable transaction for US federal income tax purposes and likely will be a taxable transaction under applicable US state and local, as well as foreign and other, tax laws. While John Laing believes that is not a passive foreign investment company (a "PFIC") for its current taxable year, no opinion has been obtained by John Laing in this regard. If John Laing were a PFIC in any year while a US John Laing Shareholder has owned John Laing Shares, gain recognised on the transfer of its John Laing Shares pursuant to the Scheme generally would be ordinary income and an additional interest charge may apply if the shares have been held for more than one taxable year. John Laing Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.

It may be difficult for US John Laing Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and John Laing are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US John Laing Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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 jurisdiction and judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in John Laing outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of Evercore, Barclays, Peel Hunt and Goldman Sachs International will continue to act as a connected exempt principal trader in John Laing Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and John Laing 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 Bidco and John Laing about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and John Laing, the expected timing and scope of the Acquisition and other statements other than historical facts.  Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.   Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or John Laing's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or John Laing's business.

Although Bidco and John Laing believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and John Laing can give no assurance that such expectations will prove to be correct.  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. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the Conditions, as well as additional factors, such as: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. 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 Bidco nor John Laing, 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, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the Bidco Group or the John Laing Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Other than in accordance with their legal or regulatory obligations (including under the UK Listing Rules and the Disclosure and Transparency Rules of the FCA), neither Bidco or John Laing is under any obligation, and Bidco and John Laing expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for John Laing for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for John Laing.

Dealing disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk , including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

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

Publication on website and availability of hard copies

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, free of charge on John Laing's website at www.laing.com .  For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.

John Laing Shareholders may request a hard copy of this announcement by contacting Equiniti Limited between 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays) on 0371 384 2030 from within the UK or on +44 (0)121 415 7047 if calling from outside the UK or by submitting a request in writing to the Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. John Laing Shareholders may also request that all future documents, announcements and information in relation to Acquisition should be sent to them in hard copy form. If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made.

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