John Laing Group plc Publication of a Prospectus (1520H)

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

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March 08, 2018 07:59 ET (12:59 GMT)