Equity Raise & Placing Programme
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.
20 May 2015
John Laing Environmental Assets Group Limited
Possible equity raise targeting £45 million through a placing and offer for subscription of new ordinary shares and a placing programme of up to 150 million new shares
Further to the announcement on 20 April 2015, John Laing Environmental Assets Group Limited (the "Company" or "JLEN") today announces its intention to launch an equity raise targeting an issue of £45 million of new ordinary shares of no par value in the capital of the Company ("Ordinary Shares") through a placing and offer for subscription (the "Issue"). JLEN also intends to implement a placing programme of up to 150 million new Ordinary Shares and/or new C-shares of no par value in the capital of the Company (the "Placing Programme").
JLEN recently announced the acquisition of Branden solar park and Carscreugh and Wear Point wind farms for a total consideration of £42.5m, which were funded by a draw-down under the Company's £50 million revolving credit facility. The Issue and the Placing Programme will enable JLEN to free up its credit facility and fund the strong pipeline of opportunities available to the Company from the John Laing group and third parties.
Richard Morse, Chairman of JLEN, said:
"We have been pleased with performance over the first 12 months since the successful IPO in March 2014. We acquired the initial portfolio shortly after admission and have since acquired three further assets, utilising the Company's credit facility. We have delivered dividends totalling six pence per share, in line with the target set out at the time of the IPO. The Company is now well placed for the next phase of growth that this equity raising will allow us to achieve."
Highlights
· Diversified portfolio - JLEN has a diversified portfolio of ten wind, solar, waste and wastewater management projects in the UK with thirteen fully operational sites.
· Multiple asset classes - Investing across multiple environmental asset classes allows JLEN to: (i) focus on the most attractive opportunities in the environmental sector; and (ii) minimise exposure to risks specific to any one asset class providing a balanced portfolio and stable cash flows.
· Progressive dividends - the Company's aim is to provide an annual dividend per Ordinary Share, initially of six pence for the period to 31 March 2015, increasing progressively in line with inflation from 1 April 20151.
· Revenue downside protection - cash flows supported by long-term contracts or stable regulatory frameworks.
· Revenues linked to inflation - Revenues are primarily either directly linked to RPI or are governed by indexation mechanisms correlated with RPI.
· Fully invested - JLEN is fully invested, with any capital raised in the Issue or Placing Programme to be used to repay its credit facility or finance near term acquisitions.
· Strong performance - JLEN has delivered total shareholder return of 11.9 per cent. for the period since IPO2, reflecting strong share price performance while the NAV has remained stable and dividends totalling six pence per Ordinary Share have been paid or declared for the first 12 month period, in line with the Company's target.
· Strong pipeline of assets - JLEN is party to a first offer agreement with the John Laing group and is also pursuing acquisitions from third parties.
· Capital efficiency - JLEN successfully raised a £50m multi-currency revolving credit facility, with £43.7m currently drawn.
1 This is an annualised target only and not a profit forecast. There can be no assurance that this target will be met or that the Company will make any distributions at all.
2 as at 18 May 2015.
Use of the proceeds
The Company intends to use the net proceeds of the Issue and the Placing Programme to:
(i) repay amounts drawn on the credit facility;
(ii) repay any additional amounts drawn on the credit facility in due course; and
(iii) fund the acquisition of further investments in accordance with the investment policy, or for other working capital purposes.
Expected timetable
|
Publication of the prospectus |
Early June 2015 |
|
Publication of the results of the Issue |
Early July 2015 |
|
Admission of and dealings in Ordinary Shares |
Mid July 2015 |
|
Placing Programme commences |
Mid July 2015 |
Winterflood Securities Limited is acting as sole sponsor, financial adviser and bookrunner to the Company.
For further information please contact:
|
John Laing Capital Management Limited David Hardy Chris Tanner Telephone: +44(0)20 7901 3559 |
|
Winterflood Securities Limited
Darren Willis
Joe Winkley
Neil Langford
Telephone: +44(0)20 3100 0000
Important information
The content of this announcement, which has been prepared by and is the sole responsibility of John Laing Environmental Assets Group Limited (the "Company"), has been approved by John Laing Capital Management Limited (the "Investment Adviser") solely for the purposes of section 21(2) (b) of the Financial Services and Markets Act 2000 (as amended).
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 following publication of the prospectus in connection with the Issue and the Placing Programme (the "Prospectus") 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.
Winterflood Securities Limited ("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 Issue, the Placing Programme 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 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.
There is no guarantee that the Issue or the Placing Programme will occur and you should not base your financial decisions on the Company's intentions in relation to the Issue or the Placing Programme at this stage. Acquiring shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments and should ensure that they fully understand and accept the risks which will be set out in the Prospectus, when published. This announcement does not constitute a recommendation concerning the Issue or the Placing Programme and no information in this announcement should be construed as providing financial, investment or other professional advice. The value of the Ordinary and/or C Shares can decrease as well as increase. Past performance or information in this announcement or any of the documents relating to the Issue and/or the Placing Programme cannot be relied upon as a guide to future performance. The returns set out in this announcement are targets only. There is no guarantee that any returns set out in this announcement can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever.
Apart from the responsibilities and liabilities, if any, which may be imposed by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, none of the Company, the Investment Adviser or Winterflood nor any of their respective affiliates accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, the Investment Adviser and Winterflood and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
This information is provided by RNS
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