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4 Jun 2015 07:00
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.
4 June 2015
John Laing Environmental Assets Group Limited
Equity Raise and Issue Price
On 20 May 2015, John Laing Environmental Assets Group Limited (the "Company" or "JLEN") announced 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"), and 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 today confirms that the issue price for the new Ordinary Shares to be issued pursuant to the Issue (the "New Shares") will be 101.0 pence per New Share, which represents a premium of 2.9 per cent. to the net asset value of 98.2 pence per Ordinary Share as at 31 March 2015 (excluding the dividend of 3.0 pence to be paid on 12 June 2015 to which the New Shares will not be entitled).
JLEN is today publishing a circular (the "Circular") which will be posted to Shareholders shortly. A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM as well as being made available on the Company's website www.jlen.com. The Issue and the Placing Programme are conditional on the approval by Shareholders of the Disapplication Resolution to be put to Shareholders at the Extraordinary General Meeting, which has been convened for 10:00 a.m. on 6 July 2015 at Sarnia House, Le Truchot, St Peter Port, Guernsey GY1 4NA.
The Prospectus in connection with the Issue and Placing Programme is expected to be published shortly.
Unless otherwise defined, capitalised words and phrases in this announcement shall have the meaning given to them in the Circular.
Expected timetable
Publication of the prospectus | 4 June 2015 | |
Latest time and date for receipt of Forms of Proxy | 10:00 a.m. on 2 July 2015 | |
Extraordinary General Meeting | 10:00 a.m. on 6 July 2015 | |
Latest time and date for receipt of Application Forms and payment in full under the Offer for Subscription | 11:00 a.m. on 8 July 2015 | |
Latest time and date for receipt of Placing commitments | 12 noon on 9 July 2015 | |
Announcement of the results of the Issue | 10 July 2015 | |
Admission | 15 July 2015 | |
Placing Programme commences | 16 July 2015 | |
Placing Programme closes | 3 June 2016 |
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") which is authorised and regulated by the Financial Conduct Authority, 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.
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.