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 SUCH
JURISDICTION
17 November 2015
RECOMMENDED CASH ACQUISITION
of
JELF GROUP PLC
by
MARSH & McLENNAN COMPANIES ACQUISITION LIMITED
an affiliate of
MARSH LIMITED
Update to timetable of principal events
Jelf Group plc (Jelf) announces an updated timetable of
principal events in connection with the proposed acquisition by
MMCAL of the entire issued and to be issued share capital of Jelf
(the Acquisition), which is
being implemented by way of a scheme of arrangement under Part 26
of the Companies Act 2006 (as described in the circular sent to
Jelf Shareholders on 6 October 2015 (the Scheme Circular)). This updated
timetable is further to MMCAL's announcement dated 16 November 2015
that the regulatory condition set out in Condition 1.3(b) of Part
Three of the Scheme Circular has been satisfied and confirmation
from HM Revenue and Customs has been received in respect of the
process for payment of stamp duty. Accordingly, the updated
timetable is as follows:
Last day of dealings in, and for registration
of transfer of, and disablement in CREST of, Jelf Shares
|
24 November 2015
|
Suspension of dealings in Jelf
Shares
|
by 7.30 a.m. on 25 November 2015
|
Court Hearing to sanction the Scheme
|
25 November 2015
|
Scheme Record Time
|
6.00 p.m. on 27 November 2015
|
Effective Date of the Scheme
|
1 December 2015
|
Cancellation of admission of Jelf Shares to
trading on the AIM market of the London Stock Exchange
|
7.00 a.m. on 2 December 2015
|
Latest date for despatch of cheques or
settlement through CREST
|
by 15 December 2015
|
Latest date by which Scheme must be
implemented
|
15 March 2016
|
The times and dates in respect of events taking place after the
Scheme Record Time are provided by way of indicative guidance only
and are subject to change due to, among other things, the Court
sanctioning the Scheme. If any of the above expected dates or
times change, Jelf will give notice of any such change and details
of the revised dates and/or times by issuing an announcement
through a Regulatory Information Service.
Jelf also confirms that applications will be made to
the London Stock Exchange for: (i) the suspension of trading of
Jelf Shares on AIM with effect as of 7.30 am on 25 November 2015;
and (ii) the cancellation of admission of Jelf Shares to trading on
AIM with effect from 7.00 a.m. on 2 December 2015.
Terms and expressions in this announcement shall,
unless the context otherwise requires, have the same meanings as
given to them in the Scheme Circular.
Enquiries:
Jelf
Alex Alway
John Harding
|
+44 (0) 1454 525 003
+44 (0) 1454 525 073
|
Fenchurch Advisory Partners LLP
(Financial Adviser to Jelf)
Duncan Buck
Brendan Perkins
|
+44 (0) 20 7382 2234
+44 (0) 20 7382 2214
|
finnCap (Financial Adviser and Broker to Jelf)
Matt Goode
Grant Bergman
|
+44 (0) 20 7220 0500
|
Marsh
Jason Groves
|
+44 (0) 20 7357 1455
|
Further information
This announcement is not intended to and does not
constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant
to the Acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities of Jelf in any jurisdiction in
contravention of applicable law. The Acquisition will be made
solely on the terms of the Scheme Document which contains the full
terms and conditions of the Acquisition.
Fenchurch Advisory Partners LLP, which is authorised
and regulated by the FCA, is acting exclusively for Jelf and no one
else in connection with the Acquisition and will not be responsible
to anyone other than Jelf for providing the protections afforded to
clients of Fenchurch Advisory Partners LLP nor for providing advice
in in relation to the Acquisition or any matter other matters
referred to in this announcement.
finnCap, which is authorised and regulated by the
FCA, is acting exclusively for Jelf and no-one else in connection
with the Acquisition and will not be responsible to anyone other
than Jelf for providing the protections afforded to clients of
finnCap nor for providing advice in relation to the Acquisition or
any other matters referred to in this announcement.
Overseas jurisdictions
The release, publication or distribution of this
announcement in or into jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the UK 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 purposes of complying
with English law, the AIM Rules 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 of England.
Copies of this announcement and the formal
documentation relating to the Scheme and the Acquisition will not
be and must not be, mailed or otherwise forwarded, distributed or
sent in, into or from any jurisdiction where to do so would violate
the laws of that jurisdiction.
US Holders should note that the Acquisition relates
to the securities of a UK company, is subject to UK disclosure
requirements (which are different from those of the US) and is
proposed to be implemented under a scheme of arrangement provided
for under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act. Accordingly, the Scheme will be subject
to UK disclosure requirements and practices, which are different
from the disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in this
announcement has been or will have been prepared in accordance with
IFRS and thus 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 US.
If MMCAL exercises its right to implement the acquisition of the
Jelf Shares by way of a takeover offer, such offer will be made in
compliance with applicable US tender offer and securities laws and
regulations.
The receipt of cash pursuant to the Acquisition by a
direct or indirect US Holder 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
Jelf Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him.
It may be difficult for US Holders to enforce their
rights and claims arising out of the US federal securities laws,
since MMCAL and Jelf are located in countries other than the US,
and some or all of their officers and directors may be residents of
countries other than the US. US Holders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of 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.
In accordance with normal UK practice and pursuant to
Rule 14e-5(b) of the US Exchange Act, MMCAL or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Jelf Shares outside of
the United States, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn. In addition, in accordance with
Rule 14e-5(b) of the US Exchange Act, Goldman Sachs International,
while serving as a Financial Adviser to MMC will continue to act as
an exempt principal trader in Jelf Shares on the London Stock
Exchange's AIM market. These purchases 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, will be reported to a Regulatory
Information Service of the London Stock Exchange and will be
available on the London Stock Exchange website,
www.londonstockexchange.com.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is
interested in 1 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 pm (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day 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 1 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(s), 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 pm
(London time) on the Business Day 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 on Takeovers and Mergers' 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. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
Publication on website
A copy of this announcement will be made available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Marsh Ltd's website at
http://uk.marsh.com/ (on behalf of MMCAL) and Jelf's website at
www.jelfgroup.com (under the "Investor Relations" section) by no
later than 12 noon (London time) on the Business Day following the
date of this announcement and will continue to be made available on
these websites during the Offer Period. For the avoidance of doubt,
the contents of these websites are not incorporated by reference
and do not form part of this announcement.
Requesting hard copy documents
Jelf Shareholders may request a hard copy of this
announcement by contacting the Company Secretary of Jelf during
business hours on +44 (0) 1454 272 727 or by submitting a request
in writing to the Company Secretary of Jelf at Jelf's offices
Hillside Court, Bowling Hill, Chipping Sodbury, Bristol BS37 6JX.
For persons who receive a copy of this announcement in electronic
form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Jelf
Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.