JLEN Regulatory News (JLEN)

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19 October 2018

John Laing Environmental Assets Group Limited

Result of Issue

On 12 September 2018, the Board of John Laing Environmental Assets Group Limited ("JLEN" or the "Company") announced a placing, offer for subscription and intermediaries offer for a target issue of £50 million (the "Issue") under its issuance programme with the ability to increase the size of the Issue, subject to investor demand.

The Board today announces that the Issue was very significantly oversubscribed and, in light of this demand, the Board has increased the size of the Issue from the target of £50 million to £105 million which results in the net proceeds of the Issue being sufficient to fully repay the outstanding balance on the Company's revolving credit facility. No cash will be taken onto JLEN's balance sheet as a result of increasing the size of the Issue.

In light of the significant level of demand, the John Laing Pension Fund ("JLPF") has agreed to make available £20 million of Ordinary Shares at 102 pence per share to investors that have subscribed pursuant to the Issue. 

Despite increasing the size of the Issue to £105 million and an additional £20 million being made available by JLPF, the fundraising remains significantly oversubscribed and accordingly, the Company, following consultation with Winterflood, has scaled back applications in accordance with the terms set out in the prospectus published by the Company on 23 February 2018 (the "Prospectus").

The Company will issue a total of 102,941,176 New Ordinary Shares at 102 pence per New Ordinary Share. A total of 86,694,028 New Ordinary Shares will be issued pursuant to the Placing, 10,384,829 New Ordinary Shares will be issued pursuant to the Offer for Subscription, and 5,862,319 New Ordinary Shares will be issued pursuant to the Intermediaries Offer. A total of 19,607,843 Ordinary Shares will be sold by JLPF.

JLEN intends to use the net proceeds to pay down its revolving credit facility, providing it with flexibility to take advantage of identified and future opportunities in the environmental infrastructure sector, including Anaerobic Digestion investments, Waste to Energy assets and Biomass plants, which would further diversify portfolio income streams. JLEN is committed to securing opportunities which deliver long-term predictable cash flows and are supported by long-term contracts or stable and well-proven regulatory and legal frameworks.

Applications have been 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 or around 8.00 a.m. on 24 October 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, including the dividend payable by the Company for the quarter to 30 September 2018, expected to be announced in due course.

Immediately following Admission, the Company's issued share capital will consist of 497,018,205 Ordinary Shares with voting rights. This figure may be used by shareholders in determining the denominator for the calculation by which they will establish if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

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.

Richard Morse, Chairman of JLEN, commented:

"The Board has been delighted by the response to the fundraising with significant interest from both existing shareholders and new investors. The Company will seek to further diversify its portfolio through investments in AD, Waste to Energy and Biomass, which are expected to enhance returns to shareholders. This fundraising places JLEN in a strong position to capitalise on its pipeline of opportunities and the Board looks forward to updating shareholders in due course."

For further information please contact:

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.

LEI: 213800JWJN54TFBMBI68

Important Information

This announcement contains information that is inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014.

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.