JAPAN RESIDENTIAL INVESTMENT CO LTD 30 December 2015
On 13 November 2015, Bidco and JRIC announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the entire issued, and to be issued, share capital of JRIC (the "Offer") at 72 pence in cash for each Scheme Share. It was intended that the Offer be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law.
The Bidco Board and the JRIC Board are pleased to announce that the Scheme has become Effective and the entire issued, and to be issued, share capital of JRIC is owned by Bidco. This follows the Court's sanction of the Scheme at the Scheme Court Hearing held earlier today.
Scheme Shareholders that were on the register at the Scheme Record Time, being 6.00 p.m. on 29 December 2015, will receive 72 pence for each Scheme Share held. Payment of the consideration due to Scheme Shareholders pursuant to the Scheme will be made by the despatch of cheques for those Scheme Shareholders holding their Scheme Shares in certificated form, or the crediting of CREST accounts for those Scheme Shareholders holding their Scheme Shares in CREST, by no later than 12 January 2016.
Following an application by JRIC to the London Stock Exchange, admission of JRIC Shares to trading on AIM will be cancelled by no later than 7.00 a.m. on 31 December 2015.
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document. A copy of this announcement and the Scheme Document are available on JRIC's website at www.jricl.com under the Shareholder Information sub-section of the Investors tab.
Shane Le Prevost Richard Crawley
+44 (0)20 3100 2222 Smith & Williamson Corporate Finance Limited (Nominated Adviser to JRIC)Azhic Basirov David Jones
+44 (0)20 7131 4000
Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to JRIC and no one else in connection with the Offer, and will not be responsible to anyone other than JRIC for providing the protections afforded to clients of Liberum or for providing advice in relation to the Offer or other matters referred to in this announcement. Neither Liberum 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 Liberum in connection with the Offer, any statement contained herein or otherwise.
Smith & Williamson, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as the nominated adviser to JRIC and no one else in connection with the Offer, and will not be responsible to anyone other than JRIC for providing the protections afforded to clients of Smith
& Williamson or for providing advice in relation to the Offer or other matters referred to in this announcement. Neither Smith & Williamson 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 Smith & Williamson in connection with the Offer, any statement contained herein or otherwise.
This announcement has been prepared for the purposes of complying with Guernsey law, the AIM Rules 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 and regulations of any jurisdiction outside the United Kingdom and Guernsey.
The JRIC Directors accept responsibility for the information contained in this announcement. To the best of the knowledge of the JRIC Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or Guernsey may be restricted by law. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Guernsey, or JRIC Shareholders who are not resident in the United Kingdom or Guernsey, 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. In particular, the ability of persons who are not resident in the United Kingdom or Guernsey to vote their JRIC Shares with respect to the Scheme and the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.
Unless otherwise determined by Bidco or required by the City Code, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer 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.
Copies of this announcement and all documents relating to the Offer (in whole or in part) are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement and such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Any person (including, without limitation, any agents, custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other documents relating to the Offer to any jurisdiction outside the United Kingdom and Guernsey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. If the Offer is implemented by way of a Takeover Offer, (unless otherwise permitted by applicable law and regulation) such Takeover Offer may not be made, directly or indirectly, in or into any Restricted Jurisdiction, by the use of mail or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone), or by any facility of a national, state or other securities exchange of any Restricted Jurisdiction and such Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facility. Further details in relation to overseas shareholders will be contained in the Scheme Document.
Under Rule 8.3(a) of the City 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 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 p.m. (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'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 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.
A copy of this announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on JRIC's website at www.jricl.com under the Shareholder Information sub-section of the Investors tab by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, save as expressly referred to in this announcement, the contents of this website are not incorporated in, and do not form part of, this announcement.
Japan Residential Investment Co. Ltd. issued this content on 2015-12-30 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-31 13:45:08 UTC
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