TIDMJLEN
RNS Number : 1238I
John Laing Environmental Assets Grp
15 June 2017
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA.
This announcement is an advertisement and not a prospectus.
Investors should not purchase or subscribe for any shares referred
to in this announcement except on the basis of information
contained in the prospectus published by John Laing Environmental
Assets Group Limited ("JLEN" or the "Company") on 16 December 2016,
as amended from time to time by any supplementary prospectus (the
"Prospectus") in connection with the Company's placing programme of
up to 150 million New Ordinary Shares (the "Placing Programme") and
the admission of any New Ordinary Shares issued pursuant to the
Placing Programme to the premium segment of the Official List of
the Financial Conduct Authority and to trading on London Stock
Exchange plc's main market for listed securities. This announcement
does not constitute and may not be construed as, an offer to sell
or an invitation to purchase, investments of any description, a
recommendation regarding the issue or the provision of investment
advice by any party. No information set out in this announcement or
referred to in other written or oral form is intended to form the
basis of any contract of sale, investment decision or any decision
to purchase shares in the Company.
15 June 2017
John Laing Environmental Assets Group Limited
Proposed Placing
The Board is pleased to announce that the Company is proposing
to raise up to GBP40 million by way of a placing under the Placing
Programme (the "Placing").
The Company intends to use the net proceeds of the Placing to
repay its credit facility and allow it to deliver on a near term
pipeline of attractive opportunities across Wind, Biomass and
Anaerobic Digestion.
The Placing will be made to Qualified Investors (as defined in
section 86(7) of the Financial Services and Markets Act 2000 (as
amended)) through Winterflood Securities Limited ("Winterflood"),
subject to the conditions set out in the Prospectus. The decision
to allot New Ordinary Shares to any Qualified Investor shall be at
the absolute discretion of the Board of JLEN, following
consultation with Winterflood and the Company's investment adviser,
John Laing Capital Management Limited (the "Investment
Adviser").
The Placing will be undertaken by way of a bookbuilding process
and to participate in the Placing, investors should communicate
their bid(s) to Winterflood, including the number of New Ordinary
Shares for which the investor wishes to subscribe and the price or
price range the investor is offering to pay for such New Ordinary
Shares.
The issue price per New Ordinary Share (the "Issue Price") will
be agreed between the Company, the Investment Adviser and
Winterflood following the close of the bookbuild and will be at a
premium to the Company's latest published Net Asset Value per
Share, at least sufficient to cover the costs of the Placing. The
Issue Price, together with the number of New Ordinary Shares to be
issued, will be announced shortly thereafter.
The bookbuild is expected to close at 2:00pm on 6 July 2017 but
may be closed earlier or later at the discretion of the Company and
Winterflood.
The New Ordinary Shares are being offered on a non-pre-emptive
basis pursuant to the authority granted at the Company's
extraordinary general meeting held on 15 December 2016.
Winterflood, in agreement with the Company and the Investment
Adviser, may choose to accept bids, either in whole or in part, on
the basis of allocations determined, and may scale down any bids
for this purpose, on such basis as the Company and Winterflood may
determine. Winterflood may also, notwithstanding the above, subject
to the prior consent of the Company: (i) allocate New Ordinary
Shares after the time of any initial allocation to any person
submitting a bid after that time; and (ii) allocate New Ordinary
Shares after the bookbuild has closed to any person submitting a
bid after that time. The Company will not increase the size of the
offering and applications will be scaled back accordingly.
By making an offer to subscribe for New Ordinary Shares under
the Placing, investors will be deemed to have accepted the terms
and conditions of the Placing Programme contained in the
Prospectus. An investor that has made an offer to subscribe for New
Ordinary Shares under the Placing accepts that following the
closing of the bookbuild such offer shall be irrevocable (subject
to any statutory withdrawal rights). Upon being notified of its
allocation of New Ordinary Shares in the Placing, an investor shall
be contractually committed to acquire the number of New Ordinary
Shares allocated to it at the Issue Price.
Application will be made to the Financial Conduct Authority for
admission of the New Ordinary Shares to the premium segment of the
Official List and to the London Stock Exchange for admission to
trading of the New Ordinary Shares on its main market for listed
securities ("Admission"). It is expected that Admission will become
effective on or around 12 July 2017 and that dealings in the New
Ordinary Shares will commence at that time.
The New Ordinary Shares will, when issued, be credited as fully
paid and rank pari passu with the existing Ordinary Shares in the
capital of the Company, including the right to receive all future
dividends and distributions declared, made or paid, save for the
dividend for the quarter to 31 March 2017 which is expected to be
paid on 30 June 2017.
Terms used in this announcement shall, unless the context
otherwise requires, bear the meanings given to them in the
Prospectus which can be found on JLEN's website at
www.jlen.com.
For further information please contact:
John Laing Capital Management
Limited
Chris Tanner
David Hardy +44(0)20 7901 3559
Winterflood Securities
Limited
Neil Langford
Chris Mills +44(0)20 3100 0000
Important Information
This announcement contains information that is inside
information for the purposes of the Market Abuse Regulation (EU)
No. 596/2014.
The content of this announcement has been prepared by and is the
sole responsibility of the Company.
This announcement is an advertisement. It does not constitute a
prospectus relating to the Company and does not constitute, or form
part of, any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for, any shares
in the Company in any jurisdiction nor shall it, or any part of it,
or the fact of its distribution, form the basis of, or be relied on
in connection with or act as any inducement to enter into, any
contract therefor.
Recipients of this announcement who are considering acquiring
shares in the Company are reminded that any such acquisition must
be made only on the basis of the information contained in the
Prospectus and any supplement or supplements thereto which may be
different from the information contained in this announcement. This
announcement does not contain sufficient information to support an
investment decision and investors should ensure that they obtain
all available relevant information before making any
investment.
Winterflood, which is authorised and regulated by the Financial
Conduct Authority, is acting only for the Company in connection
with the matters described in this announcement and is not acting
for or advising any other person, or treating any other person as
its client, in relation thereto and will not be responsible for
providing the regulatory protection afforded to clients of
Winterflood or advice to any other person in relation to the
matters contained herein.
The shares of the Company have not been, nor will they be,
registered under the US Securities Act of 1933, as amended, or with
any securities regulatory authority of any state or other
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan, New Zealand or South
Africa. Further, the Company has not been and will not be
registered under the US Investment Company Act of 1940, as amended.
Subject to certain exceptions, the shares of the Company may not be
offered or sold in any member state of the EU other than the United
Kingdom, the United States of America, Canada, Australia, Japan,
New Zealand or South Africa or to or for the account or benefit of
any national, resident or citizen of any member state of the EU
other than the United Kingdom, Canada, Australia, Japan, New
Zealand or South Africa or any person located in the United States.
The Placing and the distribution of this announcement in other
jurisdictions may be restricted by law and the persons into whose
possession this announcement comes should inform themselves about,
and observe, any such restrictions.
This announcement may include "forward-looking statements". All
statements other than statements of historical facts included in
this announcement, including, without limitation, those regarding
the Company's financial position, strategy, plans, proposed
acquisitions and objectives are forward-looking statements.
Forward-looking statements are subject to risks and
uncertainties and accordingly the Company's actual future financial
results and operational performance may differ materially from the
results and performance expressed in, or implied by, the
statements. These factors include but are not limited to those
described in the Prospectus. These forward-looking statements speak
only as at the date of this announcement. The Company, the
Investment Adviser and Winterflood expressly disclaim any
obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, the Prospectus Rules of the
Financial Conduct Authority or other applicable laws, regulations
or rules.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOELLFSDRFISLID
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June 15, 2017 02:01 ET (06:01 GMT)
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