TIDMJRIC
RNS Number : 4163I
Japan Residential Inv. Co. Ltd
08 December 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS ANNOUNCEMENT
OR THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN
INDEPENDENT PERSONAL FINANCIAL ADVICE IMMEDIATELY FROM YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, FUND MANAGER OR
OTHER APPROPRIATE INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED
UNDER THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED)
IF YOU ARE RESIDENT IN THE UK OR, IF NOT, FROM ANOTHER
APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER
For immediate release
8 December 2015
Recommended Cash Offer for
JAPAN RESIDENTIAL INVESTMENT COMPANY LIMITED ("JRIC")
by Nikko III Pte. Ltd. ("Bidco")
an investment vehicle indirectly wholly-owned by the Blackstone
Funds
Offer Update
On 13 November 2015, Nikko III Pte. Ltd. ("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 JRIC Share.
On 25 November 2015, the JRIC board announced that it had
received a separate approach from another third party at a price of
73.5 pence per JRIC Share which may or may not lead to an offer.
This third party has notified JRIC that it is no longer interested
in making an offer for JRIC. This statement is subject to Rule 2.8
of the City Code on Takeovers and Mergers and has been made without
the consent of this third party.
Further announcements will be made as and when appropriate.
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the Scheme Document.
A copy of the Scheme Document is available on JRIC's website at
www.jricl.com under the Shareholder Information sub-section of the
Investors tab.
Enquiries:
Liberum Capital Limited (Rule
3 financial adviser to JRIC)
Shane Le Prevost +44 (0)20 3100
Richard Crawley 2222
Smith & Williamson Corporate
Finance Limited (Nominated Adviser +44 (0)20 7131
to JRIC) 4000
Azhic Basirov
David Jones
Important notices relating to financial advisers
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.
Further information
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.
Overseas jurisdictions
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.
Dealing disclosure requirements of the City Code
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.
(MORE TO FOLLOW) Dow Jones Newswires
December 08, 2015 11:30 ET (16:30 GMT)
Japan Residential ORD 10P (LSE:JRIC)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Japan Residential ORD 10P (LSE:JRIC)
Gráfica de Acción Histórica
De May 2023 a May 2024
