TIDMMHM TIDMJLT
RNS Number : 5633N
Marsh & McLennan Co Inc
18 January 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
18 January 2019
FOR IMMEDIATE RELEASE
JARDINE LLOYD THOMPSON GROUP PLC AND MARSH & MCLENNAN
COMPANIES, INC.
ACQUISITION: DOCUMENT UPDATE
CLEAN TEAM CONFIDENTIALITY AGREEMENT, DATA TRANSFER AGREEMENT
AND NON-DISCLOSURE AGREEMENT
Jardine Lloyd Thompson Group plc ("JLT") and Marsh &
McLennan Companies, Inc. ("MMC") have today, 18 January 2019,
entered into: (i) a clean team confidentiality agreement in
connection with the provision of competitively sensitive
information; (ii) a data transfer agreement in connection with the
sharing of certain personal data; and (iii) a mutual non-disclosure
agreement in connection with the provision of confidential
information, which supersedes the existing non-disclosure agreement
dated 13 September 2018. In accordance with Rule 26 of the City
Code, a copy of each of the clean team confidentiality agreement,
the data transfer agreement and the non-disclosure agreement will
be made available on the website of JLT at
http://www.jlt.com/investors and on the website of MMC at
www.mmc.com by no later than 12 noon (London time) on the Business
Day following this announcement.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the scheme
document published on 15 October 2018.
Enquiries:
JLT
Charles Rozes (Group Finance Director) +44 20 7558 3380
Paul Dransfield (Head of Investor Relations) +44 20 7528 4933
J.P. Morgan Cazenove (Financial Adviser
and Corporate Broker to JLT)
Conor Hillery +44 20 7742 4000
Edward Squire +44 20 7742 4000
James Robinson +44 20 7742 4000
Simon Robertson Associates (Financial
Adviser to JLT)
Tim Wise +44 20 7318 8888
Barclays Bank PLC (Corporate Broker
to JLT)
Kunal Gandhi +44 20 7623 2323
Mike Lamb +44 20 7623 2323
Tom Macdonald +44 20 7623 2323
Brunswick Group (PR Adviser to JLT)
Tom Burns +44 20 7404 5959
Dania Saidam +44 20 7404 5959
MMC and MMC BidCo
Dan Farrell +1 212 345 3713
Goldman Sachs (Financial Adviser to
MMC and MMC BidCo)
Victor Lopez Balboa +1 212 902 1000
Mark Sorrell +44 20 7774 1000
Nick Harper +44 20 7774 1000
LEI Number of JLT: 213800XRWB6SDDCZZ434
Further information
This announcement is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation
to purchase or subscribe for any securities. The Acquisition is
made solely pursuant to the terms of the Scheme Document, which
contains the full terms and conditions of the Acquisition.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove")
is authorised by the PRA and regulated by the FCA and the PRA in
the UK and is acting exclusively for JLT and no one else in
connection with the Acquisition or any other matters referred to in
this announcement and will not be responsible to anyone other than
JLT for providing the protections afforded to clients of J.P.
Morgan Cazenove or for providing advice in relation to the
Acquisition or any other matters referred to in this
announcement.
Simon Robertson Associates LLP ("Simon Robertson Associates") is
regulated by the FCA in the UK and is acting exclusively for JLT
and no one else in connection with the Acquisition or any other
matters referred to in this announcement and will not be
responsible to anyone other than JLT for providing the protections
afforded to clients of Simon Robertson Associates or for providing
advice in relation to the Acquisition or any other matters referred
to in this announcement.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the PRA and regulated in the
UK by the FCA and the PRA, is acting exclusively as corporate
broker for JLT and no one else in connection with the Acquisition
and will not be responsible to anyone other than JLT for providing
the protections afforded to clients of Barclays nor for providing
advice in relation to the Acquisition or any other matter referred
to in this announcement.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the UK, is acting exclusively
for MMC and MMC BidCo and no one else in connection with the
Acquisition or any other matters referred to in this announcement
and will not be responsible to anyone other than MMC and MMC BidCo
for providing the protections afforded to clients of Goldman Sachs
International or for providing advice in relation to the
Acquisition or any other matters referred to in this
announcement.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The availability of the Acquisition to JLT Shareholders who are
not resident in and citizens of the UK may be affected by the laws
of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in
relation to Overseas Shareholders will be contained in the Scheme
Document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom 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 purpose of complying
with English law and 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 of
jurisdictions outside the United Kingdom.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. If the Acquisition
is implemented by way of an Offer (unless otherwise permitted by
applicable law and regulation), the Offer may not be made directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
US holders of JLT Shares should note that the Acquisition
relates to the shares of an English company and is being made by
means of a scheme of arrangement provided for under English company
law. An acquisition effected by means of a scheme of arrangement is
not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition is
subject to the disclosure requirements and practices applicable in
the United Kingdom to schemes of arrangement which differ from the
disclosure requirements of United States tender offer and proxy
solicitation rules. If, in the future, MMC BidCo exercises the
right to implement the Acquisition by way of an Offer and
determines to extend the Offer into the United States, the
Acquisition will be made in compliance with applicable United
States laws and regulations. Financial information included in this
announcement and the Scheme Documentation has been or will have
been prepared in accordance with accounting standards applicable in
the United Kingdom that 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 United States.
It may be difficult for US holders of JLT Shares to enforce
their rights and any claim arising out of the US federal laws,
since MMC BidCo and JLT are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a
non-US jurisdiction. US holders of JLT Shares may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of the 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.
The receipt of cash pursuant to the Acquisition by US holders of
JLT Shares 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 US holder of JLT Shares
is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him.
Publication on website
A copy of this announcement and the documents required to be
published by Rule 26 of the City Code will be made available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on MMC's website at www.mmc.com and JLT's
website at http://www.jlt.com/investors no later than 12 noon
(London time) on the business day following this announcement. For
the avoidance of doubt, the contents of these websites are not
incorporated by reference and do not form part of this
announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
STRGGUQCGUPBGMR
(END) Dow Jones Newswires
January 18, 2019 13:05 ET (18:05 GMT)
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