Johns Lyng Group Limited (ASX:JLG), a national building services group delivering building and restoration services across Australia, today announced that shareholders will vote on the proposed scheme of arrangement with Sherwood BidCo Pty Ltd, an entity controlled by Pacific Equity Partners. The scheme, initially announced on July 11, 2025, proposes that Sherwood BidCo acquire 100% of JLG’s issued shares.
Under the scheme, general JLG shareholders will receive $4.00 cash for each share held on the record date. Relevant shareholders, defined as employees who are also shareholders as of July 11, 2025, have the option to elect to receive scrip consideration of 4 shares in BidCo’s holding company for every 1 JLG share, with the remainder in cash. Any relevant shareholder not making an election will receive 100% cash consideration.
The Supreme Court of New South Wales has ordered JLG to convene separate scheme meetings for general and relevant shareholders to vote on the scheme. These meetings will be held on Wednesday, October 8, 2025, at MinterEllison in Melbourne and via an online platform. A Scheme Booklet containing information about the scheme and notices convening the meetings will be dispatched to shareholders on or before Monday, September 8, 2025.
The Independent Directors of Johns Lyng Group unanimously recommend voting in favour of the scheme, provided there is no superior proposal and the Independent Expert concludes that the scheme is fair, reasonable, and in the best interest of JLG shareholders. Subject to these same conditions, the Independent Directors intend to vote all JLG shares held or controlled by them in favour of the scheme.
