Jardine Lloyd Thompson Group PLC Scheme of Arrangement becomes Effective (6513U)

TIDMJLT

RNS Number : 6513U

Jardine Lloyd Thompson Group PLC

01 April 2019

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

FOR IMMEDIATE RELEASE

1 April 2019

RECOMMED CASH ACQUISITION

of

Jardine Lloyd Thompson Group plc

by

MMC Treasury Holdings (UK) Limited

a wholly-owned subsidiary of

Marsh & McLennan Companies, Inc.

Scheme of Arrangement becomes Effective

On 18 September 2018, Jardine Lloyd Thompson Group plc ("JLT") and MMC Treasury Holdings (UK) Limited ("MMC BidCo"), a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. ("MMC") announced that they had reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued ordinary share capital of JLT was to be acquired by MMC BidCo (the "Acquisition"), by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The circular in relation to the Scheme (the "Scheme Document") was published on 15 October 2018.

On 29 March 2019, JLT announced that the High Court of Justice in England and Wales had sanctioned the Scheme at the Scheme Court Hearing held on 29 March 2019.

JLT, MMC BidCo and MMC are pleased to announce that, following the delivery of the Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms and the entire issued and to be issued share capital of JLT is now owned by MMC BidCo.

A Scheme Shareholder on the register of members of JLT at the Scheme Record Time, being 6.00 p.m. (London time) on 29 March 2019, will be entitled to receive GBP19.15 in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) as soon as practicable and in any event not later than 14 days after the Effective Date, as set out in the Scheme Document.

Dealings in JLT Shares were suspended with effect from 7.30 a.m. (London time) on 1 April 2019. Applications have been made to the UK Listing Authority and the London Stock Exchange in relation to the delisting of JLT Shares from the Official List of the UK Listing Authority and the cancellation of the admission to trading of JLT Shares on the main market for listed securities of the London Stock Exchange, which are each expected to take effect at 8.00 a.m. (London time) on 2 April 2019.

Full details of the Acquisition are set out in the Scheme Document.

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be 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.

 
 Enquiries: 
 
   JLT 
 Charles Rozes (Group Finance Director)          [phone] 
 Paul Dransfield (Head of Investor Relations)    [phone] 
 
   J.P. Morgan Cazenove (Financial Adviser 
   and Corporate Broker to JLT) 
 Conor Hillery                                   [phone] 
 Edward Squire                                   [phone] 
 James Robinson                                  [phone] 
 
   Simon Robertson Associates (Financial 
   Adviser to JLT) 
 Tim Wise                                        [phone] 
 Barclays Bank PLC (Corporate Broker 
  to JLT) 
 Kunal Gandhi                                    [phone] 
 Mike Lamb                                       [phone] 
 Tom Macdonald                                   [phone] 
 
 Brunswick Group (PR Adviser to JLT) 
 Tom Burns                                       [phone] 
 Rosheeka Field                                  [phone] 
 
   MMC and MMC BidCo 
 Dan Farrell                                      [phone] 
 
   Goldman Sachs (Financial Adviser to 
   MMC and MMC BidCo) 
 Victor Lopez Balboa                              [phone] 
 Mark Sorrell                                    [phone] 
 Nick Harper                                     [phone] 
 
   LEI Number of JLT: 213800XRWB6SDDCZZ434 
 

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

END

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(END) Dow Jones Newswires

April 01, 2019 04:35 ET (08:35 GMT)