John Laing Infrastructure Fund Scheme of Arrangement becomes Effective (3679C)

TIDMJLIF

RNS Number : 3679C

John Laing Infrastructure Fund

28 September 2018

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.

FOR IMMEDIATE RELEASE

28 September 2018

RECOMMED CASH ACQUISITION

of

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

(a 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)

Scheme of Arrangement becomes Effective

JLIF and Bidco are pleased to announce that at a hearing held earlier today the Royal Court of Guernsey has sanctioned the scheme of arrangement under Part VIII of the Companies Law of Guernsey (the "Scheme") to effect the recommended cash acquisition by Bidco of the entire issued and to be issued share capital of JLIF. All conditions to the Scheme have now been satisfied or waived and the Scheme has now become Effective in accordance with its terms.

The listing of JLIF Shares on the premium equity closed ended investment funds listing segment of the Official List and admission to trading of JLIF Shares on the London Stock Exchange's Main Market were suspended with effect from 7.30am on 28 September 2018. JLIF has made an application to the U.K. Listing Authority to cancel the listing of JLIF Shares on the Official List and the London Stock Exchange to cancel trading of JLIF Shares on the Main Market. These cancellations are expected to take effect at 8.00am (London time) on 1 October 2018.

JLIF Shareholders' cash consideration under the terms of the Scheme will be settled or despatched by no later than 12 October 2018.

Capitalised terms used in this announcement, unless otherwise defined, have the same meaning as set out in the Scheme Document published on 31 August 2018.

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.

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 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.

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.

END

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(END) Dow Jones Newswires

September 28, 2018 07:57 ET (11:57 GMT)