Proposed Placing, Offer for Subscription

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 £50 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	[phone]
Winterflood Securities Limited Neil Langford Chris Mills	[phone]
Redleaf Communications	[phone]
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.

 

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