John Laing Infrastructure Fund Results of Court Meeting and General Meeting (7594B)

TIDMJLIF

RNS Number : 7594B

John Laing Infrastructure Fund

24 September 2018

UK-617038129.1

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 OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

24 September 2018

RECOMMED CASH ACQUISITION

of

JOHN LAING INFRASTRUCTURE FUND LIMITED ("JLIF" or the "Company")

(a registered closed-ended investment company limited by shares incorporated in Guernsey with company number 52256)

by

JURA ACQUISITION LIMITED ("Bidco")

(a newly formed company owned by a consortium jointly-led by funds managed by Dalmore Capital Limited and funds managed by Equitix Investment Management Limited)

to be effected by means of a Scheme of Arrangement

under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)

Results of Court Meeting and General Meeting

The Board of JLIF can now announce that the Court Meeting and the General Meeting held in connection with the proposed recommended cash offer pursuant to which Bidco will acquire the entire issued and to be issued share capital of JLIF (the "Acquisition"), to be effected by means of a scheme of arrangement between JLIF and the Scheme Shareholders under Part VIII of the Companies Law of Guernsey (the "Scheme"), were each held today and the results of the proposed resolutions are set out below.

Capitalised terms used in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the scheme document published on 31 August 2018 containing the full terms and conditions of the Acquisition (the "Scheme Document").

Full details of the resolutions proposed are set out in the notices of the Court Meeting and General Meeting at Parts 10 and 11 of the Scheme Document, respectively.

Court Meeting

The Scheme was approved by the requisite majority on a poll vote at the Court Meeting held at 12.00 p.m. on 24 September 2018. A majority in number of Scheme Shareholders who voted (and who were entitled to vote), either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders present and voting, voted to approve the Scheme.

The results of the poll at the Court Meeting held on 24 September 2018 were as follows:

 
            Number        % of Scheme   Number of              % of Scheme     Number of Scheme 
             of Scheme     Shares        Scheme Shareholders    Shareholders    Shares voted as 
             Shares        voted         who voted              who voted       a % of the issued 
             voted                                                              ordinary share 
                                                                                capital* 
 For        458,761,316   85.85         148                    89.16           46.29 
           ------------  ------------  ---------------------  --------------  ------------------- 
 Against    75,611,763    14.15         18                     10.84           7.62 
           ------------  ------------  ---------------------  --------------  ------------------- 
 Total      534,373,079   100           166                    100             53.91 
           ------------  ------------  ---------------------  --------------  ------------------- 
 

* The total number of Scheme Shares in issue at the Voting Record Time was 991,057,224.

General Meeting

The Special Resolution was passed by the requisite majority on a poll vote at the General Meeting held at 12.20 p.m. on 24 September 2018.

The results of the poll at the General Meeting held on 24 September 2018 were as follows:

 
            Number        % of JLIF   Number of            % of JLIF       Number of JLIF 
             of JLIF       Shares      JLIF Shareholders    Shareholders    Shares voted as 
             Shares        voted       who voted            who voted       a % of the issued 
             voted                                                          ordinary share 
                                                                            capital** 
 For        443,273,185   85.40       261                  91.25           44.72 
           ------------  ----------  -------------------  --------------  ------------------- 
 Against    75,807,638    14.60       20                   8.75            7.64 
           ------------  ----------  -------------------  --------------  ------------------- 
 Total      519,080,823   100         286                  100             52.36 
           ------------  ----------  -------------------  --------------  ------------------- 
 

** The total number of JLIF Shares in issue at the Voting Record Time was 991,057,224.

In accordance with Rule 9.6.2 of the Listing Rules, a copy of the resolutions passed have been submitted to the National Storage Mechanism.

Next steps and timetable

The Scheme remains subject to the sanction of the Court at the Court Hearing and the satisfaction (or, where applicable, the waiver) of the other Conditions to the Scheme (as set out in the Scheme Document). Subject to the Scheme receiving the sanction of the Court or, where applicable, the waiver of the other Conditions, the Scheme is expected to become effective on 28 September 2018.

The current expected timetable of principal events for the implementation of the Scheme is set out below and in the Scheme Circular. If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service. All times shown in this Announcement are London times, unless otherwise states.

[1] 5 JLIF Shareholders returned a proxy and abstained from voting

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Event                                                                Time and/or date 
 Court Meeting                                                       12.00 p.m., Today 
 General Meeting                                                     12.20 p.m., Today 
 The following dates are indicative only 
  and are subject to change 
 Despatch of cheques or settlement through                           27 September 2018 
  CREST in respect of the Pre-Close Dividend 
 Last day of dealings in, and for registration                       27 September 2018 
  of transfers of JLIF Shares 
 Scheme Record Time                                          6.00 p.m. on 27 September 
                                                                                  2018 
 Dealings in JLIF Shares suspended                           7.30 a.m. on 28 September 
                                                                                  2018 
 Disablement in CREST of JLIF Shares                                 28 September 2018 
 Court Hearing                                              10.00 a.m. on 28 September 
                                                                                  2018 
 Effective Date of the Scheme                                        28 September 2018 
 Cancellation of listing of JLIF Shares                      By 8.00 a.m. on 1 October 
                                                                                  2018 
 Latest date for despatch of cheques or                                12 October 2018 
  settlement through CREST in respect of 
  the Cash Consideration. 
 

These dates and times are indicative only and will depend, among other things, upon the date upon which: (i) the Conditions set out in Part 4 of the Scheme Document are satisfied or (if applicable) waived; and (ii) the Court sanctions the Scheme, JLIF will give notice of the change(s) by issuing an announcement through a Regulatory Information Service. All JLIF Shareholders have the right to attend the Court Hearing.

Enquiries:

J.P. Morgan Cazenove (Lead Financial Adviser to JLIF)

Edward Gibson-Watt 020 7742 4000

Adam Laursen

Oliver Kenyon

Henry Capper

Rothschild (Financial Adviser to JLIF)

John Deans 020 7280 5000

Jessica Dale

Finsbury (PR Adviser to JLIF)

Faeth Birch 020 7251 3801

Philip Walters

James Kavanagh

Dalmore 020 3372 0490

Alistair Ray

Adrian Peacock

Equitix 020 7250 7333

Hugh Crossley

Achal Bhuwania

Lazard (Financial Adviser to the Consortium) 020 7187 2000

Richard Hoyle

Nicholas Millar

Stephen Dibsdale

Macquarie Capital (Financial Adviser to the Consortium) 020 3037 2000

Alex Reynolds

Nicholas Harland

Stifel (Corporate Broker to the Consortium) 020 7710 7600

Neil Winward

Tom Yeadon

TB Cardew (PR Adviser to the Consortium) 020 7930 0777

Ed Orlebar 077 3872 4630

Tom Allison 077 8999 8020

Further information

J.P. Morgan Securities plc, which conducts its U.K. investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for JLIF and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than JLIF for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to any matter referred to herein.

N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for JLIF and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than JLIF for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to any matter referred to in this Announcement.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to the Consortium and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than the Consortium for providing the protections afforded to clients of Lazard nor for providing advice in relation to the potential transaction or any other matters referred to in this Announcement. Neither Lazard 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 Lazard in connection with this Announcement, any statement contained herein or otherwise.

Macquarie Capital (Europe) Limited ("Macquarie"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to the Consortium and no one else in connection with the matters set out in this Announcement. In connection with such matters, Macquarie, its affiliates and its or their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than the Consortium for providing the protections afforded to their clients or for providing advice in relation to the contents of this Announcement or any other matter referred to in this Announcement.

Stifel Nicolaus Europe Limited ("Stifel") which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Consortium and for no-one else in connection with the matters set out in this Announcement. Stifel, its affiliates and its or their respective directors, offices, employees and agents, will not regard any other person as their client, nor will they be responsible to anyone other than the Consortium for providing the protections afforded to their clients or for providing advice in relation to the contents of this Announcement or any other matter referred to in this Announcement.

Important notice

This Announcement is for information purposes only and is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this Announcement or otherwise.

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom or Guernsey may be restricted by the laws of those jurisdictions and therefore persons who are subject to the laws of any jurisdiction other than England and Wales or Guernsey into whose possession this Announcement comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement and the accompanying documents have been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with Guernsey law, the laws of England and Wales, the Code and the Listing Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales and Guernsey. Nothing in this Announcement or the accompanying documents should be relied on for any other purpose.

The Acquisition relates to the shares in a Guernsey company and is proposed to be made by means of a scheme of arrangement or takeover offer, as applicable, provided for under the laws of Guernsey. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements, rules and practices applicable to schemes of arrangement involving a target company in Guernsey listed on the London Stock Exchange, which differ from the requirements of US proxy solicitation or tender offer rules. However, Bidco reserves the right, subject to the prior consent of the Panel and subject to the terms of the Co-operation Agreement, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and to be issued share capital of JLIF, as an alternative to the Scheme. If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, it shall be made in compliance with all applicable laws and regulations. Such a Takeover Offer would be made in the United States by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies or their nominees or brokers (acting as agents) may, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, make certain purchases of, or arrangements to purchase, JLIF Shares outside such a Takeover Offer during the period in which such a Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Such purchases or arrangements to purchase may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and Guernsey, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the SEC nor any US state securities commission has expressed an opinion about: (a) the Scheme or the Acquisition; (b) the merits or fairness of the Scheme or the Acquisition; or (c) the adequacy or accuracy of the disclosure in this Announcement and it is an offence in the United States to claim otherwise.

The JLIF financial information included in, and incorporated by reference into, this Announcement has been prepared in accordance with IFRS as adopted by the European Union, which may not be comparable to the financial statements of companies reporting their financial statements pursuant to home country generally accepted accounting principles ("GAAP"), which differ in certain significant respects from IFRS. None of the financial information included in, or incorporated by reference into, this Announcement has been audited in accordance with GAAP under any such countries' laws.

Further details in relation to Overseas Shareholders are contained in paragraph 11 of Part 2 of the Scheme Document. All JLIF Shareholders or other persons (including nominees, trustees and custodians) who would otherwise intend to or may have a contractual or legal obligation to forward this Announcement, the Scheme Document and the accompanying Forms of Proxy to a jurisdiction outside the United Kingdom and Guernsey should refrain from doing so and seek appropriate professional advice before taking any action.

No person has been authorised to make any representations on behalf of JLIF or Bidco concerning the Acquisition which are inconsistent with the statements contained in this Announcement and the Scheme Document and any such representations, if made, may not be relied upon as having been so authorised.

JLIF Shareholders should not construe the contents of this Announcement as legal, tax or financial advice and should consult with their own advisers as to the matters described in this Announcement.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

Forward-looking statements

This Announcement contains certain forward-looking statements with respect to the Consortium, Bidco and JLIF. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, (ii) business and management strategies and the expansion and growth of the operations of Bidco or JLIF, and (iii) the effects of government regulation on the business of Bidco or JLIF. There are many factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among such factors 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 disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of the Consortium, Bidco or JLIF. By their nature, these forward-looking statements involve known and unknown risks, uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this Announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. None of the Consortium, Bidco, JLIF, nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, 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. No forward-looking or other statements have been reviewed by the auditors of the Consortium, Bidco or JLIF.

None of the Consortium, Bidco, JLIF or their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them undertakes any intention or obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. All subsequent oral or written forward-looking statements attributable to the Consortium, Bidco or JLIF or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

No member of the Consortium, nor the JLIF Group, nor any of their respective associates, directors, officers, employees 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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 p.m. (London time) on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) 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 Code, any person who is, or becomes, interested in one per cent. 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, 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 p.m. (London time) on the Business Day (as defined in the Code) 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Information relating to JLIF Shareholders

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

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for Bidco, any member of the Consortium or JLIF for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per JLIF Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per JLIF Share.

Publication on website

A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.3 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) free of charge, on JLIF's website at www.jlif.com/investors/possibleoffer and on the Consortium's website at www.jlifoffer.com by no later than 12 noon on the Business Day following the date of this Announcement.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Requesting hard copy documents

JLIF Shareholders may request a hard copy of this Announcement (and any information incorporated into it by reference to another source in this Announcement) by contacting the Registrar, Link Market Services (Guernsey) Limited, at c/o Link Market Services Limited, 34 Beckenham Road, Beckenham, Kent BR3 4TU, or on 0871 664 0300 (calls cost 12 pence per minute plus network extras, lines are open 9.00 a.m. to 5.30 p.m. Monday to Friday) or on [phone] (if calling from outside the U.K.). JLIF Shareholders may also request that all future documents, announcements and information sent to that person in relation to the Offer should be in hard copy form. A hard copy of such documents, announcements (including this Announcement) and information will not be sent unless such a request is made.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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 [e-mail] or visit www.rns.com.

END

ROMLLFLEAFISFIT

(END) Dow Jones Newswires

September 24, 2018 11:18 ET (15:18 GMT)