19 Feb 2014

Publication of Prospectus

Source: RNS
RNS Number : 4569A
John Laing Environmental Assets Grp
19 February 2014
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by John Laing Environmental Assets Group Limited in connection with the placing and initial public offering and the admission of its ordinary shares (the "Ordinary Shares") to the premium segment of the Official List of the UK Listing Authority (the "Official List") and to trading on London Stock Exchange plc's main market for listed securities (the "London Stock Exchange"). A copy of the Prospectus is available from the Company's website at www.jlen.com. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

 

John Laing Environmental Assets Group Limited

Publication of prospectus in relation to the Placing and Offer for Subscription to raise a minimum of £160 million and the admission of Ordinary Shares to the Official List of the UK Listing Authority and admission to trading on the Main Market of the London Stock Exchange

John Laing Environmental Assets Group Limited (the "Company" or "JLEN") has today published a prospectus in relation to its placing and initial public offering and the admission of its Ordinary Shares to the premium segment of the Official List of the UK Listing Authority (the "Official List") and to trading on London Stock Exchange plc's main market for listed securities (the "London Stock Exchange") and submitted it to the National Storage Mechanism. It will be available for inspection at www.morningstar.co.uk/uk/NSM.

The Company is seeking to raise a minimum of £160 million by means of a placing and offer for subscription of Ordinary Shares of no par value each (together the "Issue"), with the option to increase the size of the Issue up to approximately £174 million.

JLEN's seed portfolio (the "Seed Portfolio") will be made up of a diversified group of environmental infrastructure assets, specifically renewable energy and waste and waste water PFI assets in the UK purchased on or around Admission from John Laing and a fund managed by Henderson Equity Partners Limited. The Company is seeking to deliver a long-term sustainable dividend of 6 pence per Ordinary Share increasing in line with inflation.

The Company will be advised on a day to day basis by John Laing Capital Management Limited.

JLEN will apply for admission of its Ordinary Shares to the premium segment of the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange ("Admission"). The Company is structured as a Guernsey-incorporated closed-ended investment company with an indefinite life.

The latest time and date for receipt of Application Forms under the Offer for Subscription is 1.00 p.m. on 17 March 2014. The latest time and date for placing commitments under the Placing is 3.00 p.m. on 18 March 2014. Admission and unconditional dealings are expected to commence at 8.00 a.m. on 24 March 2014.

Expected timetable

Latest time and date for receipt of Application Forms and payment in full under the Offer for Subscription

1.00 p.m. on 17 March 2014

Latest time and date for receipt of Placing commitments

3.00 p.m. on 18 March 2014

Announcement of the results of the Issue

7.00 a.m. on 19 March 2014

Admission  to the premium segment of the Official

List and commencement of dealings on the London Stock Exchange

8.00 a.m. on 24 March 2014

CREST accounts credited

24 March 2014

Dispatch of definitive share certificates (where applicable)

Week commencing 31 March 2014

 

The dates and times specified are subject to change in which event details of the new times and dates will be notified, as required, through an RIS. References to times are to London times unless otherwise stated. Capitalised terms in this announcement shall (unless expressly stated otherwise) have the meaning given to them in the Prospectus.

For Further Details Contact:

John Laing Capital Management Limited

 

David Hardy

Chris Tanner

 

020 7901 3200

Barclays Bank PLC (Sole Global-Coordinator, Sole Bookrunner and Sponsor)

 

Richard Probert

Iain Smedley

Ben West

 

020 7623 2323

Winterflood Securities Limited (Co-Lead Manager)

 

Darren Willis

James Moseley

 

020 3100 0000

Redleaf Polhill

 

Rebecca Sanders-Hewett

Henry Columbine

Charlie Geller

020 7382 4731

 

Important Information

 

The contents of this announcement, which have been prepared by and are the sole responsibility of John Laing Environmental Assets Group Limited (the "Company"), have 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 ("FSMA").

The information in this announcement does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement is not intended, and should not be construed, as an offer of securities for sale in the United States or any other jurisdiction.

This announcement is an advertisement and not a prospectus and investors should not purchase any Ordinary Shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by the Company in connection with the admission (the "Admission") of the Ordinary Shares to the premium listing segment of the Official List and to trading on London Stock Exchange plc's main market for listed securities.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, Ordinary Shares to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company will not be registered under the US Investment Company Act of 1940, as amended. In addition, the Ordinary Shares referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under the securities laws of any state of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable State securities laws. The offer and sale of Ordinary Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada, South Africa or Japan.

A registered collective investment scheme is not permitted to be directly offered to the public in Guernsey but may be offered to regulated entities in Guernsey or offered to the public by entities appropriately licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended.

Neither the Company nor this document has been authorised by the Central Bank of Ireland. This document does not, and shall not be deemed to, constitute an invitation to the public in Ireland to purchase shares in the Company.

Each of the Company, the Investment Adviser, Barclays Bank PLC ("Barclays") and Winterflood Securities Limited ("Winterflood") and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision.

The initial public offering timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the initial public offering and the Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the initial public offering and Admission at this stage. The Company has no investment or trading history.  Acquiring Ordinary Shares to which this announcement relates may expose an investor to a 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 set out in the Prospectus. This announcement does not constitute a recommendation concerning the initial public offering and no information in this document should be construed as providing financial, investment or other professional advice. The value of Ordinary Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the initial public offering and placing for the person concerned. Past performance or information in this announcement or any of the documents relating to the initial public offering and placing cannot be relied upon as a guide to future performance.  The returns set out in this document are targets only.  There is no guarantee that any returns set out in this document can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever.  In all cases, each recipient should conduct its own investigations and analysis of the Company and the Investment Adviser and such recipient will be solely responsible for forming its own views as to the potential future performance of the Company.

Barclays is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. Each of the Investment Adviser and Winterflood is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Each of the Investment Adviser, Barclays and Winterflood is acting exclusively for the Company and no-one else in connection with the initial public offering, the placing and Admission. They will not regard any other person as their respective clients in relation to the initial public offering, the placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the initial public offering, the placing and Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the initial public offering, the placing and the Admission, each of Barclays and Winterflood and any of their respective affiliates, acting as investors for their own accounts, may purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the initial public offering, the placing and the Admission or otherwise. Accordingly, references in the Prospectus to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by either Barclays or Winterflood and any of their affiliates acting as investors for their own accounts. Barclays and Winterflood do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Company, the Investment Adviser, Barclays and Winterflood and 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, Barclays 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 announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's board of directors' current beliefs and expectations about future events. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, the results of operations, financial condition prospects, growth and dividend policy of the Company and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Forward looking statements speak only as of the date of this announcement.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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