Proposed Placing

RNS Number : 5462U

John Laing Environmental Assets Grp

19 January 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 (the "Prospectus") in connection with the placing of New Ordinary Shares pursuant to the Company's placing programme (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.

19 January 2017

John Laing Environmental Assets Group Limited

Proposed Placing

On 16 December 2016, JLEN published a prospectus in connection with a placing programme for up to 150 million New Ordinary Shares and today the Board announces that the Company is proposing to raise £25 million by way of an initial Placing under the Placing Programme.

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 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"). 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 7 February 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.

The Company intends to use the net proceeds of the Placing to fund a near term pipeline of attractive opportunities across the Solar, Wind and Biomass sectors in the UK from third party vendors.

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 reserves the right to reduce or increase the amount to be raised pursuant to the Placing.

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 13 February 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 December 2016 which is expected to be paid in February 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 David Hardy Chris Tanner	[phone]
Winterflood Securities Limited Neil Langford Chris Mills	[phone]

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.

 

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