22 Sep 2021 14:52
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 ANY SUCH JURISDICTION
FOR IMMEDIATE RELEASE
22 September 2021
Recommended Cash Acquisition
of
John Laing Group plc
by
Aqueduct Bidco Limited
(a newly formed company indirectly owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates)
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 19 May 2021, the John Laing Group plc (John Laing) board and Aqueduct Bidco Limited (Bidco) board announced that they had reached agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of John Laing (the Acquisition). Bidco is a newly formed company indirectly owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates (KKR). The Acquisition is to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme). Full details of the Acquisition are set out in the scheme document published on 11 June 2021 (the Scheme Document).
On 21 September 2021, John Laing announced that the Court had sanctioned the Scheme to effect the Acquisition. John Laing is pleased to announce that the Court Order has been delivered to the Registrar of Companies today and, accordingly, the Scheme has now become effective in accordance with its terms.
Settlement of Consideration
Under the terms of the Scheme, Scheme Shareholders on the register of members of John Laing at the Scheme Record Time (6.00 p.m. on 21 September 2021) will be entitled to receive 403 pence for each Scheme Share held at the Scheme Record Time. Settlement of the consideration to which each Scheme Shareholder is entitled will be effected by way of despatch of cheques or settlement via electronic BACS transfer (for Scheme Shareholders holding Scheme Shares in certificated form) or through CREST (for Scheme Shareholders holding Scheme Shares in uncertificated form) as soon as practicable and in any event not later than 6 October 2021.
Delisting of John Laing Shares
Dealings in John Laing Shares were suspended with effect from 7.30 a.m. on 22 September 2021. Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the delisting of John Laing Shares from the Official List and cancellation of the admission to trading of John Laing Shares on the main market of the London Stock Exchange, which are each expected to take place at 8.00 a.m. on 23 September 2021.
Board Changes
As the Scheme has now become effective, John Laing duly announces that, as of today's date, Oleg Shamovsky and Tara Davies have been appointed to the John Laing Board; and Will Samuel, Andrea Abt, David Rough, Jeremy Beeton, Leanne Bell, Lisa Stone and Philip Keller have tendered their resignation and stepped down from the John Laing Board.
Ben Loomes and Rob Memmott will remain on the John Laing Board.
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document dated 11 June 2021.
Enquiries:
Tulchan (PR Adviser to John Laing) +44 (0) 20 7353 4200
Olivia Peters JohnLaing@tulchangroup.com
Suniti Chauhan
Evercore (Lead Financial Adviser to John Laing) +44 (0) 20 7653 6000
Julian Oakley
Ben Catt
Julien Baril
Cillin Horgan
Barclays (Financial Adviser and Corporate Broker +44 (0) 20 7623 2323
to John Laing)
Neal West
Andrew Tusa
Richard Probert
Peel Hunt (Financial Adviser and Corporate Broker +44 (0) 20 7418 8900
to John Laing)
Andrew Buchanan
Tom Ballard
Charlie Batten
FGH (PR Adviser to Bidco and KKR) +44 (0) 20 7251 3801
Faeth Birch KKR-LON@finsbury.com
Alastair Elwen
Goldman Sachs International (Financial Adviser +44 (0) 20 7774 1000
to Bidco and KKR)
Nick Harper
Brian O'Keeffe
Warren Stables
Freshfields Bruckhaus Deringer LLP is retained as legal adviser to John Laing. Simpson Thacher & Bartlett LLP and Herbert Smith Freehills LLP are retained as legal advisers to KKR and Bidco.
Important notices relating to financial advisers
Goldman Sachs International (Goldman Sachs), which is authorised by the PRA and regulated by the FCA and the PRA in the UK, is acting exclusively for Bidco and KKR and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and KKR for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to herein.
Evercore Partners International LLP (Evercore), which is authorised and regulated by the FCA in the UK, is acting exclusively for John Laing as lead financial adviser and for no one else in connection with the Acquisition and will not be responsible to anyone other than John Laing for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or 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 Evercore in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with John Laing or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.
Barclays Bank PLC, acting through its Investment Bank, (Barclays), which is authorised by the PRA and regulated by the FCA and the PRA in the UK, is acting exclusively for John Laing as financial adviser and corporate broker and for no one else in connection with the Acquisition and the matters described in this announcement and will not be responsible to anyone other than John Laing for providing the protections afforded to clients of Barclays or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
Peel Hunt LLP (Peel Hunt), which is authorised and regulated in the UK by the FCA, is acting exclusively for John Laing as financial adviser and corporate broker and for no one else in connection with the matters described in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than John Laing for providing the protections afforded to clients of Peel Hunt LLP nor for providing advice in relation to matters described in this announcement.
Further information
This announcement is for information purposes only, and 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, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of John Laing in any jurisdiction in contravention of applicable law.
This announcement does not constitute a prospectus or a prospectus equivalent document.
This announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange, the Listing Rules and the City Code on Takeovers and Mergers (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 and regulations of any jurisdictions outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to the law of any other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Bidco or required by the City Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to John Laing Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements 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.
The Acquisition shall be subject to the applicable requirements of the City Code, the Takeover Panel, the London Stock Exchange and the Financial Conduct Authority. Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Notice to US investors in John Laing
The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards 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.
The receipt of cash pursuant to the Acquisition by a US John Laing Shareholder as consideration for the transfer of its John Laing Shares pursuant to the Scheme will be a taxable transaction for US federal income tax purposes and likely will be a taxable transaction under applicable US state and local, as well as foreign and other, tax laws. While John Laing believes that is not a passive foreign investment company (a "PFIC") for its current taxable year, no opinion has been obtained by John Laing in this regard. If John Laing were a PFIC in any year while a US John Laing Shareholder has owned John Laing Shares, gain recognised on the transfer of its John Laing Shares pursuant to the Scheme generally would be ordinary income and an additional interest charge may apply if the shares have been held for more than one taxable year. John Laing Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.
It may be difficult for US John Laing Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and John Laing 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 John Laing Shareholders 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 judgment.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, John Laing Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of Goldman Sachs, Evercore, Barclays and Peel Hunt will continue to act as an exempt principal trader in John Laing Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/.
Forward looking statements
This announcement (including information incorporated by reference into this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and John Laing contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and John Laing about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and John Laing, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or John Laing's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or John Laing's business.
Although Bidco and John Laing believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and John Laing can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the Conditions, as well as additional factors, such as: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor John Laing, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the Bidco Group or the John Laing Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Other than in accordance with their legal or regulatory obligations (including under the UK Listing Rules and the Disclosure and Transparency Rules of the FCA), neither Bidco or John Laing is under any obligation, and Bidco and John Laing expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Dealing disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested in 1% 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 City Code, any person who is, or becomes, interested in 1% 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, 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 Takeover Panel's 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 Takeover 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 and availability of hard copies
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, free of charge on John Laing's website at www.laing.com. For the avoidance of doubt, the contents of this website referred to in this announcement are not incorporated into and do not form part of this announcement.