Japan Residential Inv. Co. Ltd Result of Court Meeting and EGM (7609J)

TIDMJRIC

RNS Number : 7609J

Japan Residential Inv. Co. Ltd

21 December 2015

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

IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS ANNOUNCEMENT OR THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN INDEPENDENT PERSONAL FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, FUND MANAGER OR OTHER APPROPRIATE INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UK OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER

For immediate release

21 December 2015

Recommended Cash Offer for

JAPAN RESIDENTIAL INVESTMENT COMPANY LIMITED ("JRIC")

by Nikko III Pte. Ltd. ("Bidco")

an investment vehicle indirectly wholly-owned by the Blackstone Funds

Results of Court Meeting and JRIC EGM

On 13 November 2015, Bidco and JRIC announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the entire issued, and to be issued, share capital of JRIC (the "Offer") at 72 pence in cash for each Scheme Share. It is intended that the Offer be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law.

JRIC announces that the Scheme was today approved by the Scheme Shareholders at the Court Meeting and the resolutions to give effect to the Scheme and to approve the Asset Management Transition Agreement were passed by JRIC Shareholders and the Independent JRIC Shareholders (respectively) at the JRIC EGM.

Voting Results

The resolution to approve the Scheme proposed at the Court Meeting was decided on a poll. 66 Scheme Shareholders (representing 94.29 per cent. of the Scheme Shareholders voting), holding in aggregate 153,226,324 Scheme Shares (representing 99.90 per cent. of the Scheme Shares voting and 72.29 per cent. of the Scheme Shares in issue) voted in favour of the resolution to approve the Scheme. 4 Scheme Shareholders (representing 5.71 per cent. of the Scheme Shareholders voting), holding in aggregate 149,967 Scheme Shares (representing 0.10 per cent. of the Scheme Shares voting and 0.07 of the Scheme Shares in issue) voted against the resolution to approve the Scheme.

At the JRIC EGM the special resolution to give effect to the Scheme and the ordinary resolution to approve the Asset Management Transition Agreement were both decided on by way of a poll. The special resolution was passed with 153,226,253 JRIC Shares (representing 99.90 per cent. of the JRIC Shares voting) being voted in favour and 150,038 JRIC Shares (representing 0.10 per cent. of the JRIC Shares voting) voted against. The ordinary resolution was passed with 153,226,253 JRIC Shares held by Independent JRIC Shareholders (representing 99.96 per cent. of the JRIC Shares held by Independent JRIC Shareholders voting) being voted in favour and 65,277 of the JRIC Shares held by Independent Shareholders (representing 0.04 per cent. of the JRIC Shares held by Independent JRIC Shareholders voting) voted against.

Next steps

It is expected that the last day for dealings in JRIC Shares will be 29 December 2015, that dealings in JRIC Shares will be suspended with effect from 7.30 a.m. on 30 December 2015 and the Scheme will become effective on 30 December 2015, when it will be binding on all Scheme Shareholders, whether or not they attended or voted in favour of the Scheme and the resolutions at the Court Meeting or the JRIC EGM.

If the Scheme becomes effective on 30 December 2015, it is expected that admission of the JRIC Shares to trading on AIM will be cancelled by no later than 7.00 a.m. on 31 December 2015. The expected timetable of remaining principal events is set out below:

 
 Last day of dealings in JRIC         29 December 2015 
  Shares 
 Scheme Record Time                    6:00 p.m. on 29 
                                         December 2015 
 Dealings in JRIC Shares suspended     7:30 a.m. on 30 
  in London                              December 2015 
 Court Hearing and Effective           9:30 a.m. on 30 
  Date of the Scheme                  December 2015(1) 
 Cancellation of trading on AIM        7:00 a.m. on 31 
                                         December 2015 
 Latest date for despatch of           12 January 2016 
  cheques and crediting of CREST 
  accounts for cash consideration 
  due under the Scheme 
 Long Stop Date(2)                     6:00 p.m. on 30 
                                            April 2016 
 

Notes:

(1) On the Effective Date, JRIC will become a wholly-owned subsidiary of Bidco. Share certificates in respect of the JRIC Shares will cease to be valid and entitlements traded within the CREST system to JRIC Shares will be cancelled. Following the AIM Cancellation, JRIC Shares will not be quoted on any publicly traded market in the United Kingdom or elsewhere.

(2) This is the latest date by which the Scheme may become effective unless JRIC and Bidco agree, and the Panel and, if required, the Court, permits, a later date.

If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulated Information Service. All references in this announcement to times are to London time unless otherwise stated.

Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document. A copy of this announcement and the Scheme Document are available on JRIC's website at www.jricl.com under the Shareholder Information sub-section of the Investors tab.

Enquiries:

 
 
 Liberum Capital Limited (Rule 
  3 financial adviser to JRIC) 
  Shane Le Prevost                       [phone] 
  Richard Crawley                         2222 
 
   Smith & Williamson Corporate 
   Finance Limited (Nominated Adviser      [phone] 
   to JRIC)                                4000 
 Azhic Basirov 
  David Jones 
 

Important notices relating to financial advisers

Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to JRIC and no one else in connection with the Offer, and will not be responsible to anyone other than JRIC for providing the protections afforded to clients of Liberum or for providing advice in relation to the Offer or other matters referred to in this announcement. Neither Liberum nor any of its 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 Liberum in connection with the Offer, any statement contained herein or otherwise.

Smith & Williamson, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as the nominated adviser to JRIC and no one else in connection with the Offer, and will not be responsible to anyone other than JRIC for providing the protections afforded to clients of Smith & Williamson or for providing advice in relation to the Offer or other matters referred to in this announcement. Neither Smith & Williamson nor any of its 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 Smith & Williamson in connection with the Offer, any statement contained herein or otherwise.

Further information

This announcement has been prepared for the purposes of complying with Guernsey law, the AIM Rules 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 and regulations of any jurisdiction outside the United Kingdom and Guernsey.

The JRIC Directors accept responsibility for the information contained in this announcement. To the best of the knowledge of the JRIC Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or Guernsey may be restricted by law. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Guernsey, or JRIC Shareholders who are not resident in the United Kingdom or Guernsey, 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. In particular, the ability of persons who are not resident in the United Kingdom or Guernsey to vote their JRIC Shares with respect to the Scheme and 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 jurisdiction in which they are located.

Unless otherwise determined by Bidco or required by the City Code, and permitted by applicable law and regulation, the Offer shall 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 Offer 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.

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December 21, 2015 08:45 ET (13:45 GMT)