TIDMJLEN
RNS Number : 4796A
John Laing Environmental Assets Grp
12 September 2018
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 23 February 2018
(the "Prospectus"), the supplementary prospectus dated 22 June 2018
and any subsequent supplementary prospectus that may be issued by
the Company prior to the issue of New Ordinary Shares in connection
with the issuance programme of up to 200 million New Ordinary
Shares (the "Issuance Programme") and the admission of any New
Ordinary Shares 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.
12 September 2018
John Laing Environmental Assets Group Limited
("JLEN" or the "Company")
Proposed Placing, Offer for Subscription and Intermediaries
Offer
JLEN, the listed environmental infrastructure fund, is pleased
to announce that the Company is today launching a Placing, Offer
for Subscription and Intermediaries Offer (the "Issue") under the
issuance programme for up to 200 million New Ordinary Shares (the
"Issuance Programme"), outlined in the prospectus published on 23
February 2018 (the "Prospectus").
The Company is targeting an issue of GBP50 million through the
issue of New Ordinary Shares at a price of 102 pence per share (the
"Issue Price"). The Board reserves the right to increase the size
of the Issue, subject to investor demand.
The Issue Price of 102 pence per share represents a premium of
2.4% to the last published Net Asset Value as at 30 June 2018 of
99.6 pence per share and a discount of 5.3% to the closing share
price of 107.75 pence per share as at 11 September 2018.
In recent months, JLEN has continued to diversify its portfolio,
having acquired three anaerobic digestion ("AD") projects,
including the Merlin plant announced on 16 August 2018. JLEN's
investment in the AD sector, which now represents 17 per cent. of
its portfolio, has provided the Company with assets that have a low
exposure to merchant price (i.e. gas and electricity), while
providing Retail Price Inflation (RPI)-linked cashflows and higher
returns than wind and solar. The Company has a revolving credit
facility ("RCF"), which has funded the recent acquisitions, and
this has now been substantially drawn down.
JLEN continues to evaluate an attractive pipeline of
opportunities in the environmental infrastructure sector, including
further AD investments, Waste to Energy assets and Biomass plants,
each of which would further diversify portfolio income streams,
increase RPI linkage and increase the proportion of the portfolio
supported by subsidies. Accordingly, the funds raised will enable
JLEN to pay down its RCF, providing it with flexibility to take
advantage of these opportunities. JLEN is committed to securing
opportunities which deliver long-term predictable cash flows and
are supported by long-term contracts or stable and well-proven
regulatory and legal frameworks.
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 2 March 2018.
Applications 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 24 October 2018 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, including the
dividend payable by the Company for the quarter to 30 September
2018, expected to be announced in due course.
The Placing
The Placing is expected to close at 2.00 p.m. on 18 October
2018. To participate in the Placing, investors should place their
order with Winterflood prior to the closing date. The Placing is
being made on the terms and subject to the conditions set out in
Appendix 1 to the Prospectus.
The Offer for Subscription
The Offer for Subscription is expected to close at 11.00 a.m. on
17 October 2018. To participate in the Offer for Subscription,
investors should complete the Subscription Form contained in the
Prospectus which should be returned, by post or by hand (during
normal business hours only), to Link Asset Services, Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU,
so as to be received no later than 11.00 a.m. on 17 October 2018,
together in each case with payment in full in respect of the
subscription. A copy of the Prospectus is available on JLEN's
website www.jlen.com. The Offer for Subscription is being made on
the terms and subject to the conditions set out in Appendix 2 to
the Prospectus.
The Intermediaries Offer
The Intermediaries Offer is expected to close at 11.00 a.m. on
17 October 2018. Investors that wish to acquire New Ordinary Shares
in the Issue via participating Intermediaires should do so by
following the application procedures of the relevant Intermediary.
A list of participating Intermediaries will shortly be available on
JLEN's website www.jlen.com. The terms and conditions of the
Intermediaries Offer are set out in Appendix 3 to the
Prospectus.
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
Chris Holmes +44(0) 20 7901 3559
Winterflood Securities Limited
Neil Langford
Chris Mills +44(0) 20 3100 0000
Redleaf Communications +44 (0) 20 3757 6880
Elisabeth Cowell
Ian Silvera
About JLEN
JLEN's investment policy is to invest in environmental
infrastructure projects that have the benefit of long-term,
predictable, wholly or partially inflation-linked cash flows
supported by long-term contracts or stable regulatory
frameworks.
Environmental Infrastructure is defined by the Company as
infrastructure projects that utilise natural or waste resources or
support more environmentally-friendly approaches to economic
activity. This could involve the generation of renewable energy
(including solar, wind, hydropower and biomass technologies), the
supply and treatment of water, the treatment and processing of
waste, and projects that promote energy efficiency.
LEI: 213800JWJN54TFBMBI68
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 Companyand has been approved by JLCM
solely for the purposes of section 21(2)(b) of the Financial
Services and Markets Act 2000 (as amended) ("FSMA").
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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures, in the UK being the
FCA's Product Intervention and Governance Sourcebook (PROD)
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the New Ordinary Shares have been subject to
a product approval process, which has determined that the New
Ordinary Shares are: (i) compatible with an end target market of
retail investors who do not need a guaranteed income or capital
protection and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution a) if to retail investors,
through advised distribution channels only; or b) through such
distribution channels as are appropriate to professional clients
and eligible counterparties, (in each case) as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, Distributors should note that: the price
of New Ordinary Shares may decline and investors could lose all or
part of their investment; the New Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
New Ordinary Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Tap Issue.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to New Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEEANNFFLXPEFF
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