Partial Offer Declared Wholly Unconditional

RNS Number : 5864R

Jardine Matheson Hldgs Ld

07 November 2011

 



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 OF THAT JURISDICTION

7 November 2011

RECOMMENDED PARTIAL CASH OFFER

by

JMH INVESTMENTS LIMITED ("JMHI"), a direct wholly-owned subsidiary

of JARDINE MATHESON HOLDINGS LIMITED ("Jardine Matheson"),

so as to increase its shareholding in

JARDINE LLOYD THOMPSON GROUP PLC ("JLT")

by approximately 10 per cent.

PARTIAL OFFER DECLARED WHOLLY UNCONDITIONAL

1         Introduction

On 15 September 2011, Jardine Matheson and the Independent Directors of JLT announced that they had reached agreement on the terms of a unanimously recommended partial cash offer pursuant to which Jardine Matheson, through its direct wholly-owned subsidiary JMHI, would offer to acquire 21,734,665 JLT Shares, representing approximately 10.0 per cent. of the issued ordinary share capital of JLT (the "Partial Offer").

The full terms and conditions of the Partial Offer and the procedures for approval and acceptance of the Partial Offer were set out in the offer document dated 23 September 2011 (the "Offer Document").

On 24 October 2011, Jardine Matheson announced that the Partial Offer was unconditional as to acceptances and that certain of the other conditions to the Partial Offer had been satisfied.

2         Partial Offer declared wholly unconditional

Jardine Matheson announces that all of the conditions to the Partial Offer have now been satisfied or waived and, accordingly, the Partial Offer is declared unconditional in all respects.

3         Level of acceptances

As at 1.00 p.m. (London time) on 4 November 2011, being the final Closing Date of the Partial Offer, JMHI has received valid acceptances in respect of a total 127,836,638 JLT Shares, representing approximately 58.6577 per cent. of the issued ordinary share capital of JLT, which JMHI may count towards satisfaction of the Acceptance Condition to the Partial Offer. 

These acceptances include those received in respect of 74,106 JLT Shares (representing approximately 0.0340 per cent. of the issued ordinary share capital of JLT) which were subject to irrevocable undertakings given by JLT Directors. 

Interests in relevant securities

Save for the interests set out below, as at close of business on 4 November 2011, being the latest practicable date prior to publication of this announcement, neither JMHI nor any of the directors of JMHI nor (so far as JMHI is aware) any person acting in concert with JMHI (within the meaning of the Code) (a) is interested in, or has any rights to subscribe for, any relevant securities of JLT or securities convertible or exchangeable into JLT Shares, (b) has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of JLT, or (c) has borrowed or lent any relevant securities of JLT (save for any borrowed shares which have been either on-lent or sold).

As at close of business on 4 November 2011, being the latest practicable date prior to publication of this announcement, the following interests were disclosable by JMHI or persons acting in concert with it:

Name	Nature of interest or rights concerned	Number of JLT relevant securities (percentage of the existing issued ordinary share capital of JLT)
JMHI	JLT Shares	65,966,789 (30.2688%)
Jardine Matheson	JLT Shares	65,966,789 (30.2688%)
Ben Keswick	JLT Shares	1,349 (0.0006%)
Simon Keswick	JLT Shares	2,249 (0.0010%)
Lord Leach of Fairford	JLT Shares	22,500 (0.0103%)
UBS Financial Services Inc.	JLT Shares	1,104 (0.0005%)

4         Level of approvals

As at 1.00 p.m. (London time) on 4 November 2011, being the final Closing Date of the Partial Offer and the Record Date, JMHI had received approvals from JLT Shareholders holding 85.7237 per cent. of the voting rights of JLT not held by JMHI and persons acting in concert with it. Therefore, the Approval Condition in respect of the Partial Offer as set out in sub-paragraph (b) of paragraph 1 of Part A of Appendix 1 to the Offer Document has been satisfied.

5         Scaling back

The Partial Offer was substantially over-accepted, with acceptances in respect of 58.6577 per cent. of JLT's issued ordinary share capital, representing an over-acceptance of approximately 5.9 times the Partial Offer.

Qualifying JLT Shareholders who accepted the Partial Offer in respect of the Relevant Percentage of their registered holding or less, will have their acceptance satisfied in full. Qualifying JLT Shareholders who accepted in respect of all their JLT Shares or less but more than the Relevant Percentage of their registered holding will have their acceptances satisfied in respect of their Relevant Percentage and their acceptances in excess of the Relevant Percentage satisfied to the extent of 1.0027 per cent.  

For the purpose of calculating entitlements under the Partial Offer, the Relevant Percentage was 14.3020 per cent. and the Record Date was 4 November 2011.

6         Settlement of consideration

Settlement of consideration to which any accepting Qualifying JLT Shareholder is entitled under the Partial Offer will be despatched, in the case of acceptances which were received and complete in all respects by 1.00 p.m. (London time) on 4 November 2011, within 14 days of this announcement.

7         Further information

Enquiries

Jardine Matheson Holdings Limited / JMH Investments Limited
Neil McNamara	[phone]
Rothschild (Financial Adviser to Jardine Matheson and JMHI)
Crispin Wright John Nisbet	020 7280 5000
UBS Investment Bank (Financial Adviser and Corporate Broker to Jardine Matheson and JMHI)
Tim Waddell Tim Pratelli	020 7567 8000
Media Enquiries (Brunswick Group)
Rebecca Shelley Tom Burns	020 7404 5959

Unless expressly defined in this announcement, terms defined in the Offer Document dated 23 September 2011 have the same meaning when used in this announcement.

Figures contained in this announcement, including the Relevant Percentage, have been calculated based on the issued ordinary share capital of JLT as at 4 November 2011, being 217,936,664 ordinary shares.

This announcement will be available on Jardine Matheson's website www.jardines.com by no later than 12 noon (London time) on 8 November 2011.

N M Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Jardine Matheson and JMHI and no one else in connection with the matters set out in this announcement or the Offer Document and will not be responsible to anyone other than Jardine Matheson and JMHI for providing the protections afforded to clients of N M Rothschild & Sons Limited, nor for providing advice in relation to any matter referred to herein.

UBS is acting for Jardine Matheson and JMHI and no one else in connection with the Partial Offer and this announcement or the Offer Document and will not be responsible to anyone other than Jardine Matheson and JMHI for providing the protections afforded to clients of UBS nor for providing advice in connection with the Partial Offer or any matter referred to herein.

You may request a hard copy of this announcement by contacting the London Secretaries of Jardine Matheson, Matheson & Co., Ltd at 3 Lombard Street, London EC3V 9AQ, or on 020 7816 8100. You may also request that all future documents, announcements and information to be sent to you in relation to the Partial Offer should be in hard copy form.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Partial Offer or otherwise.

This announcement has been prepared for the purpose of complying with English law and the 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. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

 

END

 

 

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