John Laing Share Discussion Threads

[jonwig] 20/5/2021 07:02

topvest - a good point about the share price; it's signalling hope at least of a counter-bid. If the price starts sagging or major holders show support for KKR, I'd be a seller rather than wait.

[williamcooper104] 19/5/2021 22:11

Far from a terrible result Reinvestment ideas??

[topvest] 19/5/2021 21:01

Yes, a pretty good deal. 403p. Can sell for nearly this at the moment, which indicates the possibility of a competitive bidding war. Sitting tight for 6 months or so for it to go unconditional is quite a long wait. I think John Laing lost its way a little a few years back, with the lack of direction leading to this bid. It does have a great team and position, hampered only by the pension scheme deficit. I never really understood why they sold their investment management business, but I suppose losing one of their mandates (on a bid) led to this. Overall, its a good business but a new owner could probably do better. Hence, the bid!

[essentialinvestor] 19/5/2021 13:45

Many congrats folks.

[chc15] 19/5/2021 09:29

Up to the major shareholders then, Aberdeen Standard and Schroders will have big say..

[salpara111] 19/5/2021 08:31

Decent price, I'm happy enough.
I am going to hold for a week or so on the slim chance that another bidder shows their hand.

[riverman77] 19/5/2021 07:50

It was trading at 400p at the end of 2019 so very much taking advantage of recent weakness to get on the cheap. Think 430-440 would be a fairer offer, but don't see much prospect of counter bid at this stage.

[miti 1000] 19/5/2021 07:31

Hopefully, we will get a counter bidder .Its a prize asset being sold on the cheap.

[jonwig] 19/5/2021 07:21

It looks as though the scheme won't be effective until at least July. Meanwhile other big holders will indicate their intentions.

So far, the BoD plus Soros don't count for much.

[skinny] 19/5/2021 07:05

403p then.

[skinny] 19/5/2021 07:02

.




Summary

-- The boards of John Laing and Bidco are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of John Laing by Bidco. The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

-- Under the terms of the Acquisition, each John Laing Shareholder shall be entitled to receive:
for each John Laing Share 403 pence in cash
-- The Acquisition Price represents an attractive premium of approximately:
-- 35 per cent. to John Laing's Adjusted Net Asset Value of 299 pence per John Laing Share as at 31 December 2020;

-- 27 per cent. to the Closing Price per John Laing Share of 318 pence on 5 May 2021 (being the latest practicable date prior to the announcement by John Laing that it was in discussions with KKR (the "Pre-Announcement Date"));

-- 30 per cent. to the volume weighted average price per John Laing Share of 311 pence for the one-month period ending on the Pre-Announcement Date; and

-- 30 per cent. to the volume weighted average price per John Laing Share of 311 pence for the three-month period ending on the Pre-Announcement Date.

-- The Acquisition values the entire issued and to be issued ordinary share capital of John Laing at approximately GBP2.0 billion on a fully diluted basis.

-- If any dividend or other distribution is declared, made or paid in respect of John Laing Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Acquisition Price by the amount of such dividend or other distribution. In such circumstances, John Laing Shareholders would be entitled to retain any such dividend or other distribution.

-- A revised valuation of John Laing's asset portfolio and net asset value as at 31 May 2021 will be published pursuant to Rule 29 of the Takeover Code in the Scheme Document.

Transaction overview

-- All-cash acquisition of John Laing by Bidco, intended to be recommended unanimously by the John Laing Board.

-- John Laing is a leading international investor which develops and owns mid-market infrastructure assets across the UK & Europe, North America, Latin America and Australia.

-- KKR believes that John Laing has an attractive, established portfolio of infrastructure assets and a platform with significant expertise and growth potential. These provide the appropriate risk/returns and an attractive pipeline of future infrastructure projects to meet the objectives of KKR's diversified core infrastructure strategy.

-- KKR intends to support John Laing's management team and its strategy of investing in mid-market economic infrastructure assets and businesses and by providing flexible access to long-term capital to fund further growth opportunities. KKR's extensive access to long-term capital and its global network and expertise will enable the John Laing team to accelerate its investment strategy and grow John Laing's asset base under private ownership.

-- KKR has agreed to partner with Equitix, an experienced infrastructure investor, to jointly own John Laing's existing asset portfolio. Immediately following completion of the Acquisition, Equitix will acquire a 50 per cent. shareholding in the existing asset portfolio which will continue to be managed by John Laing's management team.

-- KKR and Bidco have given assurances to the John Laing Directors that the existing employment rights, including pension rights, of the management and employees of John Laing shall be fully safeguarded.

John Laing recommendation

-- The John Laing Directors, who have been so advised by Evercore as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the John Laing Directors, Evercore has taken into account the commercial assessments of the John Laing Directors.

-- Accordingly, the John Laing Directors intend to recommend unanimously that John Laing Shareholders vote in favour of the Scheme at the Court Meeting and John Laing Shareholders vote in favour of the resolutions to be proposed at the John Laing General Meeting as the John Laing Directors who hold interests in John Laing Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 555,083 John Laing Shares representing, in aggregate, approximately 0.11 per cent. of John Laing's issued ordinary share capital on 18 May 2021 (being the latest practicable date prior to publication of this Announcement).

Irrevocable undertakings and letter of intent

-- In addition to the irrevocable undertakings from the John Laing Directors who hold interests in John Laing Shares, Bidco has received a letter of intent from Soros Fund Management LLC to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the John Laing General Meeting in respect of 20,384,506 John Laing Shares, representing, in aggregate, approximately 4.13 per cent. of John Laing's issued ordinary share capital on 18 May 2021 (being the latest practicable date prior to publication of this Announcement).

-- Bidco has therefore received irrevocable undertakings or a letter of intent in respect of a total of 20,939,589 John Laing Shares representing, in aggregate, approximately 4.24 per cent. of John Laing's issued ordinary share capital on 18 May 2021 (being the latest practicable date prior to publication of this Announcement).

-- Further details of these irrevocable undertakings (and the circumstances in which they shall cease to be binding or otherwise fall away) and letter of intent are set out in Appendix III to this Announcement.

more......

[salpara111] 18/5/2021 10:18

I don't think a deal will be done and I say that as a holder.
Private equity will want to sell off parts of the portfolio which means that they cant really afford to pay more than 20% over book value......which would give you a takeout price around 365/370.
Their timing is perfect in terms of launching a bid when the share price was very weak.
My expectation was for a return to the 350/360 level in the next 6-9 months which, along with the divi would mean I have little incentive to take the money now.
It would appear that no one else is going to throw their hat in the ring so no bidding war.
It will be down to the big holders to decide and I suspect that they will vote no.
Dont get me wrong, if there was an agreed bid at 390 or above I would happily take the money and run but I cant see an offer being tabled at that level and clearly the market doesnt think so either.

[jonwig] 17/5/2021 09:34

I've seen nothing since a week ago (384p). 500p sounds a bit wild to me!

[halfpenny] 17/5/2021 09:12

News breaking as I see potentially others also reviewing and targeting JLG. I see a massive offer above £5 as their pipeline is increasing rapidly. Remember as news flow the move will be rapid so its onwards and upwards.

[livewireplus] 07/5/2021 11:35

Liberum downgrades John Laing but lifts price target price on KKR talkshTTps://www.sharecast.com/news/broker-recommendations/liberum-downgrades-john-laing-but-lifts-price-target-price-on-kkr-talks--7915258.html .... so Liberum expects a takeover bid at 380 ....

[riverman77] 07/5/2021 11:14

Strange drop - almost tempted to top up here as can't see this going for much under 400p, and probably more. Last reported NAV was 310p so current share price of 362p is a mere 16% premium - can't believe KKR would get it for this.

[riverman77] 07/5/2021 10:03

St Modwen under offer at a 25% premium to book value from Blackstone. A 25% premium would put this at around 400p,although think this is rather a better company than St Modwen (which has very patchy track record) so would hope for something higher than this.

[williamcooper104] 07/5/2021 08:59

That is exactly what will happen Existing management will get more out of KKR than while running a public company

[salpara111] 07/5/2021 08:36

As a recent holder I was happy to see the share price make a slow and steady climb while I collected the decent divi.
I would not be thrilled to see it go private at the current 370p, a decent return for me in a short time but that was not my objective.
The dream scenario would be for another bidder to show their hand.
I guess it will be next week before we get any additional information.

[chc15] 07/5/2021 08:28

maybe, then up to the shareholders, top shareholder= Aberdeen Standard, will have a big say here..

[18bt] 07/5/2021 07:27

CHC - I suspect that they would keep the current management and that they will be on side with a low ball offer leaving the "independents" to agree what is fair and reasonable.

[williamcooper104] 06/5/2021 20:49

I'm struggling to think of anywhere else that you can get the development returns from infrastructure in the listed market So while if it goes at £4 that would be a roughly 15 IRR since IPO which is not bad, I'd far rather keep it for the long term

[chc15] 06/5/2021 20:24

Yes I'm hoping the bid is poor, and gets rejected, highly opportunistic, even if 450. Just as the uk and economy is going to explode, this bid comes in from these pe vultures. We are better off with the current mgmt.

[jonwig] 06/5/2021 19:07

FT has a brief report, concluding with:

Joe Brent, analyst at Liberum, called the approach “opportunistic” and pointed to the company’s transformation under new management.

“The shares have underperformed and are cheap relative to similar companies,” he said.