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John Laing Environ (JLEN)

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Wednesday 21 February, 2018

John Laing Environ

Proposed Initial Placing

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 £30 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 and Initial Placing opens

On or around 23 February 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.

 

 


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