TIDMJLEN
RNS Number : 4964F
John Laing Environmental Assets Grp
21 February 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.
Potential investors should not apply for or buy any shares in John
Laing Environmental Assets Group Limited ("JLEN" or the "Company")
except on the basis of information contained in the prospectus to
be published by the Company in connection with the offer of shares
in the Company on or around 23 February 2018, as amended from time
to time by any supplementary prospectus (the "Prospectus") in
connection with the Company's issuance programme of up to 200
million New Ordinary Shares (the "Issuance Programme") and the
admission of any New Ordinary Shares issued pursuant to the
Issuance 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. The Prospectus
will be available on the Company's website http://www.jlen.com.
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. This
announcement is directed only at Relevant Persons (as defined
below).
21 February 2018
John Laing Environmental Assets Group Limited
Proposed Initial Placing
On 12 February 2018, John Laing Environmental Assets Group
Limited ("JLEN" or the "Company") announced the intention to
undertake a share issuance programme for up to 200 million New
Ordinary Shares (the "Issuance Programme") and today the Board
announces that the Company is proposing to raise GBP30 million by
way of an initial placing (the "Initial Placing") under the
Issuance Programme. A prospectus in connection with the Issuance
Programme is expected to be published on or around 23 February
2018.
The net proceeds of the Initial Placing will be used to repay
amounts drawn under the Company's revolving credit facility in
order to finance an identified pipeline of near term opportunities
across the Biomass and Anaerobic Digestion sectors, further
diversifying the Company's portfolio.
The Initial Placing will be undertaken by way of a bookbuilding
process, which will commence following the publication of the
Prospectus. To participate in the Initial 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 Initial 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 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
Net Asset Value per Share, at least sufficient to cover the costs
of the Initial 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 6 March 2018 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 to be sought at the Company's
extraordinary general meeting to be held at on 2 March 2018.
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 Initial
Placing.
By making an offer to subscribe for New Ordinary Shares under
the Initial Placing, investors will be deemed to have accepted the
terms and conditions of the Issuance Programme contained in the
Prospectus. An investor that has made an offer to subscribe for New
Ordinary Shares under the Initial 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 Initial 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 at 8.00 a.m. on 9 March 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, save for the
dividend for the quarter to 31 December 2017 which is expected to
be paid on 22 February 2018.
Expected timetable
Prospectus published On or around 23 February
and Initial Placing opens 2018
EGM 2 March 2018
Placing closes 2.00 pm on 6 March 2018
Results of Placing announced 7 March 2018
Admission 8.00 a.m. on 9 March
2018
Terms used in this announcement shall, unless the context
otherwise requires, bear the meanings given to them in the circular
published by the company on 12 February 2018, 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
Darren Willis
Neil Langford
Chris Mills +44(0)20 3100 0000
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.
Further details of the Company can be found on its website
www.jlen.com
LEI: 213800JWJN54TFBMBI68
Important Information
This announcement contains information that is inside
information for the purposes of the Market Abuse Regulation (EU)
No. 596/2014, and is being made by the Company solely to comply
with its regulatory disclosure obligations.
The content of this announcement has been prepared by and is the
sole responsibility of the Company.
This announcement is an advertisement and not a prospectus for
the purposes of EU Directive 2003/71/EC or Part VI of FSMA 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, when it becomes available, and any supplement or
supplements thereto. 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.
This announcement is directed at: (a) in the United Kingdom only
persons who: (i) have professional experience in matters relating
to investments, who are investment professionals, high net worth
companies, high net worth unincorporated associations or
partnerships or trustees of high value trusts and investment
personnel of any of the foregoing (each within the meaning of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005); and (ii) are "qualified investors" as defined in section 86
of the Financial Services and Markets Act 2000; or (b) otherwise,
only to persons to whom it may be lawful to communicate it, (each a
"Relevant Person").
This announcement is not directed at, and may not be acted on by
anyone other than, a Relevant Person. Persons who do not fall
within the definition of "Relevant Person" above should not rely on
this announcement, nor take any action upon it. This announcement
has not been approved by the FCA or any other regulator. Nothing in
this announcement constitutes a recommendation regarding the
securities of the Company.
Winterflood is authorised and regulated by the Financial Conduct
Authority and 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.
An investment in the Company involves a high degree of risk, and
potential investors should consider the following risks before
making any investment decision:
-- The value of an investment in the Company is subject to
normal market fluctuations and other risks inherent in investing in
securities, and there is no assurance that any appreciation in the
value of the New Ordinary Shares will occur or that the investment
objective of the Company will be achieved.
-- Future distributions by the Company, including potential
growth therein, and prospects for the Company's underlying Net
Asset Value, are based on assumptions, which are not profit
forecasts and cannot be committed to or guaranteed.
-- The past performance of the Company and other investments
owned, managed, monitored or advised by the Investment Adviser or
the John Laing Group may not be a reliable indication of the future
performance of the investments to be acquired by the Company.
-- The success of the Company will depend upon the expertise of
the Company and the Directors in formulating and implementing the
investment strategy of the Company, and of the Investment Adviser
in advising the Company. There is no certainty that key investment
professionals currently working for the Investment Adviser will
continue to work for the Investment Adviser, that the Investment
Adviser will continue as the Investment Adviser throughout the life
of the Company, or that the membership of the Board will not change
during the life of the Company.
-- The Company's revenues are materially dependent upon The
revenues upon which Project Entities are reliant depend in part on
the volume of waste or wastewater processed or energy/gas
generated, and thus have some exposure to volume risk. There is a
risk that volumes fall below current projections and this may
result in a reduction in expected revenues for these Project
Entities and thus for the Company.
-- The quality and performance of the material and equipment
with which the assets relating to each project are constructed and
maintained. Problems in the foregoing areas may result in the
generation of lower electricity volumes or processing of reduced
volumes of waste or wastewater and therefore lower revenues than
anticipated.
-- Broad regulatory changes to the electricity or gas markets in
countries where the Company invests could have a material adverse
effect on the Company's financial position, results of operations,
business prospects and returns to investors.
-- Prospective investors should read the section in the
Prospectus entitled "Risk Factors" for further information.
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 FSMA, 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
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(END) Dow Jones Newswires
February 21, 2018 03:18 ET (08:18 GMT)
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