TIDMJLG
RNS Number : 1520H
John Laing Group plc
08 March 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES,
AUSTRALIA, CANADA, OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO
SO MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR
REGULATIONS. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
This announcement is an advertisement and not a prospectus. It
does not constitute oR form part of, and should not be construed
as, an offering of Nil Paid Rights, Fully Paid Rights or Rights
Issue Shares for sale or subscription in any jurisdiction. Nothing
in this announcement should be interpreted as a term or condition
of the Rights Issue. Investors should not subscribe for, purchase,
or otherwise acquire, sell or otherwise dispose of any Nil Paid
Rights, Fully Paid Rights and/or Rights Issue Shares referred to in
this announcement except in compliance with applicable securities
laws and on the basis of THE information contained in and
incorporated by reference into the Prospectus. Copies of the
Prospectus will shortly be available for inspection, subject to
applicable securities laws, on the Company's website at
www.laing.com, and at the Company's registered office at: 1
Kingsway, London WC2B 6AN.
FOR IMMEDIATE RELEASE
8 March 2018
John Laing Group plc
(the "Company")
Publication of Prospectus
Further to the announcement earlier today by the Company
regarding the Rights Issue, the Company announces that the
Prospectus relating to the Rights Issue has been approved by the UK
Listing Authority.
Shareholders will shortly be sent a copy of the Prospectus or
notification of the availability of the Prospectus. The Prospectus
will be made available on the Company's website, www.laing.com, and
will be submitted to the National Storage Mechanism, where it will
be available for inspection at http://www.morningstar.co.uk/uk/NSM.
Copies of the prospectus will be available for inspection during
normal business hours on any Business Day, free of charge, at the
registered office of the Company at 1 Kingsway, London WC2B 6AN up
to and including the date of Admission.
Further Enquiries:
John Laing
Olivier Brousse, Chief Executive Officer
Patrick O'Donnell Bourke, Group Finance Director
Joint Global Coordinators and Joint Corporate Brokers
Barclays Bank PLC
Kunal Gandhi
Richard Probert
Neal West
020 7623 2323
HSBC Bank plc
Mark Dickenson
Richard Fagan
Keith Welch
02079918888
IMPORTANT NOTICE:
Defined terms used in the announcement published by the Company
this morning in respect of the Rights Issue shall have the same
meanings when used in this announcement unless the context
otherwise requires.
This announcement has been issued by and is the sole
responsibility of the Company. This announcement is not a
prospectus but an advertisement and investors should not acquire
any Nil Paid Rights, Fully Paid Rights and/or Rights Issue Shares
referred to in this announcement except on the basis of the
information contained in the Prospectus. The information contained
in this announcement is for background purposes only and does not
purport to be full or complete. No reliance may or should be placed
by any person for any purpose whatsoever on the information
contained in this announcement or on its accuracy or completeness.
The information in this announcement is subject to change.
The Prospectus is not, subject to certain exceptions, available
(through the website or otherwise) to Shareholders in the United
States of America, Australia, Canada or Japan. Neither the content
of the Company's website nor any website accessible by hyperlinks
on the Company's website is incorporated in, or forms part of, this
announcement. The Prospectus provides further details of the Rights
Issue Shares, the Nil Paid Rights and the Fully Paid Rights being
offered pursuant to the Rights Issue.
Neither this announcement nor any copy of it may be made or
transmitted into the United States of America (including its
territories or possessions, any state of the United States of
America and the District of Columbia) (the "United States"), or
distributed, directly or indirectly in the United States. Neither
this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada or Japan or to any
persons in any of those jurisdictions, except in compliance with
applicable securities laws. Any failure to comply with this
restriction may constitute a violation of United States,
Australian, Canadian or Japanese securities laws. The distribution
of this announcement in other jurisdictions may be restricted by
law and persons into whose possession this announcement comes
should inform themselves about, and observe, any such
restrictions.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The Nil Paid Rights, the Fully Paid Rights, the
Rights Issue Shares and the Provisional Allotment Letters have not
been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and may not be offered, sold, taken up, exercised,
resold, renounced, transferred or delivered, directly or
indirectly, within the United States or to or for the account or
benefit of U.S. persons (as such terms are defined in Regulation S
under the Securities Act), except to persons who are both: (i)
qualified institutional buyers, in reliance on Rule 144A under the
Securities Act and (ii) qualified purchasers, as defined in Section
2(a)(51) of the U.S. Investment Company Act of 1940 (the
"Investment Company Act"); or unless registered under the
Securities Act or pursuant to another exemption from or in a
transaction not subject to the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. There
will be no public offer of the securities in the United States.
None of the Rights Issue Shares, the Nil Paid Rights, the Fully
Paid Rights, the Provisional Allotment Letters, this announcement
or any other document connected with the Rights Issue has been or
will be approved or disapproved by the United States Securities and
Exchange Commission or by the securities commissions of any state
or other jurisdiction of the United States or any other regulatory
authority, and none of the foregoing authorities or any securities
commission has passed upon or endorsed the merits of the offering
of the Rights Issue Shares, the Nil Paid Rights, the Fully Paid
Rights, the Provisional Allotment Letters or the accuracy or
adequacy of this announcement or any other document connected with
the Rights Issue. Any representation to the contrary is a criminal
offence in the United States. The Company has not been and will not
be registered under the Investment Company Act and investors will
not be entitled to the benefits of the Investment Company Act.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or
Rights Issue Shares or to take up any entitlements to Nil Paid
Rights in any jurisdiction. No offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for,
Nil Paid Rights, Fully Paid Rights or Rights Issue Shares or to
take up any entitlements to Nil Paid Rights will be made in any
jurisdiction in which such an offer or solicitation is
unlawful.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain exceptions, this announcement, the Prospectus and the
Provisional Allotment Letters should not be distributed, forwarded
to or transmitted in or into the United States or any other
Excluded Territory.
Recipients of this announcement and/ or the Prospectus should
conduct their own investigation, evaluation and analysis of the
information described in this announcement and/or the Prospectus.
This announcement does not constitute a recommendation concerning
any investor's options with respect to the Rights Issue. The price
and value of securities can go down as well as up. Past performance
is not a guide to future performance. The contents of this
announcement are not to be construed as legal, business, financial
or tax advice. Each Shareholder or prospective investor should
consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
Notice to all investors
Barclays Bank PLC and HSBC Bank plc (together, the "Banks") are
each authorised in the United Kingdom by the PRA and regulated in
the United Kingdom by the FCA and the PRA. The Banks are acting
exclusively for the Company and no one else in connection with the
Rights Issue or any other matter, transaction or arrangement
referred to in this announcement and will not regard any other
person as a client in relation to the Rights Issue or any other
matter, transaction or arrangement referred to in this announcement
and are not, 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 connection with the Rights
Issue or any other matter, transaction or arrangement referred to
in this announcement.
Neither of the Banks nor any of their respective subsidiaries,
branches, affiliates or agents owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether
in contract, in tort, under statute or otherwise) to any person for
any acts or omissions of the Company in relation to the Rights
Issue and for the contents of this announcement, including its
accuracy, fairness, sufficiency, completeness or verification or
for any other statement made or purported to be made by it, or on
its behalf, in connection with the Company or the Nil Paid Rights,
Fully Paid Rights, Provisional Allotment Letters, Rights Issue
Shares or the Rights Issue and no representation or warranty,
express or implied, is made by any such persons in respect of the
forgoing. Nothing in this announcement is, or shall be relied upon
as, a promise or representation, whether as to the past or future.
Each of the Banks and their respective subsidiaries, branches,
affiliates and agents accordingly disclaim to the fullest extent
permitted by law all and any responsibility and liability whether
arising in tort, contract or otherwise which it might otherwise
have in respect of any acts or omissions of the Company in relation
to the Rights Issue and for this announcement or any such
statement. Each of the Banks and/or their affiliates provides
various investment banking, commercial banking and financial
advisory services from time to time to the Company.
Each of the Banks and their respective affiliates, acting as
investors for their own accounts, may, in accordance with
applicable legal and regulatory provisions, engage in transactions
in relation to the Nil Paid Rights, the Fully Paid Rights, the
Rights Issue Shares and/or related instruments for their own
account for the purpose of hedging their underwriting exposure or
otherwise. Accordingly, references in the Prospectus to the Nil
Paid Rights, Fully Paid Rights, Provision Allotment Letters or
Rights Issue 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 of the Banks and any of their respective affiliates acting
as investors for their own accounts. Except as required by
applicable law or regulation, neither Bank proposes to make any
public disclosure in relation to such transactions.
No action has been taken by the Company or either of the Banks
that would permit an offering of the Nil Paid Rights, Fully Paid
Rights or Rights Issue Shares or possession or distribution of this
announcement, the Prospectus, the Provisional Allotment Letter or
any other offering or publicity material relating to the Nil Paid
Rights, Fully Paid Rights or Rights Issue Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company and the Banks to inform themselves about, and to observe,
such restrictions.
No person has been authorised to give any information or to make
any representations other than those contained in this
announcement, the Prospectus and the Provisional Allotment Letters
and, if given or made, such information or representations must not
be relied on as having been authorised by the Company or the Banks.
Subject to the Listing Rules, the Prospectus Rules and the
Disclosure Guidance and Transparency Rules of the FCA and the
disclosure requirements (articles 17, 18 and 19 of EU Regulation
No. 596/2014 on market abuse), the issue of this announcement shall
not, in any circumstances, create any implication that there has
been no change in the affairs of the Company since the date of this
announcement or that the information in it is correct as at any
subsequent date.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Nil Paid Rights, Fully Paid Rights and Rights Issue Shares have
been subject to a product approval process, which has determined
that each are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Nil Paid Rights,
Fully Paid Rights and/or Rights Issue Shares may decline and
investors could lose all or part of their investment; the Nil Paid
Rights, Fully Paid Rights and Rights Issue Shares offer no
guaranteed income and no capital protection; and an investment in
the Nil Paid Rights, Fully Paid Rights and/or Rights Issue Shares
is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Rights Issue. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the Banks
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Nil Paid Rights,
Fully Paid Rights and/or Rights Issue Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Nil Paid Rights, Fully Paid
Rights and/or Rights Issue Shares and determining appropriate
distribution channels.
This information is provided by RNS
The company news service from the London Stock Exchange
END
PDIKMGGFZRNGRZM
(END) Dow Jones Newswires
March 08, 2018 07:59 ET (12:59 GMT)
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