Johns Lyng Group shareholders to vote on acquisition by Sherwood BidCo

On September 2, 2025, Johns Lyng Group announced that the Supreme Court of New South Wales ordered separate meetings for General JLG Shareholders and Relevant Shareholders to consider the proposed Scheme on October 8, 2025.

Under the Scheme, General JLG Shareholders will receive A$4.00 cash per share. Relevant Shareholders have the option to elect for Scrip Consideration (4 shares in Bidder's ultimate holding company, Topco, for every 1 JLG share) or a combination of cash and scrip. The independent directors unanimously recommend voting in favor of the Scheme, noting a significant premium over JLG's undisturbed share prices and an attractive valuation.

The Scheme Booklet, registered with ASIC, details that if approved, JLG will be delisted from ASX, and Bidder will acquire full ownership. Funding for the cash consideration will come from a mix of debt and equity, totaling up to A$920.2 million for the maximum theoretical aggregate cash consideration. The Independent Expert's Report by Kroll Australia concludes that the Scheme is fair and reasonable and in the best interests of General JLG Shareholders, valuing JLG's equity between A$1,066.1 million and A$1,265.1 million.

The Independent Expert noted that the value of Topco Shares is less than the Cash Consideration. Key management, including Scott Didier and Nick Carnell, who hold substantial JLG shares, have agreed to elect for 100% Scrip Consideration and will enter into margin loan agreements with Topco. The Scheme is conditional on various approvals and has a break fee of A$11 million payable by JLG to Bidder under certain circumstances if the Scheme does not proceed.