17th Feb 2015 08:17
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
17 February 2015
John Laing Group plc
Admission to Trading on the London Stock Exchange
Further to the publication of the Pricing Statement on 12 February 2015, John Laing Group plc ("John Laing" or the "Company") is pleased to announce that its ordinary share capital consisting of 366,923,076 ordinary shares (the "Shares") has today been admitted to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the London Stock Exchange's main market for listed securities under the ticker "JLG".
Further Enquiries
John Laing Olivier Brousse, Chief Executive Officer Patrick O'D Bourke, Group Finance Director
Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners
Barclays Richard Probert Kunal Gandhi Ben West
HSBC Adrian Lewis Stuart Dickson Arturo Recio Keith Welch
Lead Manager
RBC Darrell Uden Dai Clement
Financial Adviser
Greenhill Anthony Parsons Anand Jagannathan Edward Rowe
| +44 (0)20 7901 3200
+44 (0)20 7623 2323
+44 (0)20 7991 8888
+44 (0)20 7653 4000
+44 (0)20 7198 7400 |
Media Enquiries
Maitland George Trefgarne Peter Ogden James Isola
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+44 (0)20 7379 5151
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Intermediaries Offer Enquiries
Solid Solutions Associates Graham Webb Nigel Morris
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+44 (0)20 7549 1613 |
Important information
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, Japan or South Africa 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, Japanese or South African 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 constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The securities of John Laing have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any regulatory authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States 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 US Investment Company Act of 1940, as amended (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 applicable state laws. There will be no public offer of the securities in the United States. In addition, the Company has not been and will not be registered under the Investment Company Act and related rules.
The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa.
The securities to which this announcement relates have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities or the accuracy of adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
In any EEA Member State that has implemented Directive 2003/71/EC, as amended including by Directive 2010/73/EU (together with any applicable implementing measures in any Member State, the "Prospectus Directive"), other than the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. Any person who is not a qualified investor should not act or rely on this document or any of its contents.
Only for distribution to Australian 'exempt investors' as defined in Chapter 6D.2 of the Australian Corporations Act 2001 (Cth) ("Corporations Act") or 'wholesale clients' as defined in Chapter 7 of the Corporations Act.
This announcement does not constitute a recommendation to purchase securities. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that are set out in the Prospectus of the Company published on 29 January 2015 (the "Prospectus"). Information in this announcement or any of the documents relating to the offer of the Company's Shares (the "Offer") cannot be relied upon as a guide to future performance.
Each of Barclays Bank PLC ("Barclays"), HSBC Bank plc ("HSBC"), RBC Europe Limited ("RBC") and Barclays Capital Securities Limited ("BCSL" or the "Stabilising Manager") is authorised by the UK Prudential Regulation Authority (the "PRA") and regulated by the PRA and the FCA in the United Kingdom. Greenhill & Co. International LLP ("Greenhill") is authorised and regulated by the FCA in the United Kingdom. Each of Barclays, HSBC, RBC, BCSL and Greenhill is acting exclusively for the Company and no one else in connection with the Offer. Each of Barclays, HSBC, RBC, BCSL and Greenhill will not regard any other person as a client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Offer or any transaction, matter or arrangement referred to in this announcement.
In connection with the Offer, each of Barclays, HSBC, RBC and BCSL and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of John Laing or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus to the 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, Barclays, HSBC, RBC and BCSL or any of their respective affiliates acting as investors for their own accounts. Barclays, HSBC, RBC and BCSL and their respective affiliates 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.
Apart from the responsibilities and liabilities, if any, which may be imposed on any of Barclays, HSBC, RBC, BCSL and Greenhill by the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of Barclays, HSBC, RBC, BCSL and Greenhill or any of their respective affiliates accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this announcement or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Shares or the Offer and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future. Each of Barclays, HSBC, RBC, BCSL and Greenhill and their respective affiliates accordingly disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of this announcement or any such statement.
In connection with the Offer, the Stabilising Manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares up to a maximum of 15% of the total number of Shares comprised in the Offer or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period from 12 February 2015 and ending no later than 30 calendar days thereafter. There is no obligation on the Stabilising Manager or any other person (or any of their agents or affiliates) to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither the Stabilising Manager nor any of its agents or affiliates intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Shares effected by it during the stabilisation period, HPC Nominees Limited has granted to the Stabilising Manager an option (the "Over-allotment Option") pursuant to which the Stabilising Manager may require HPC Nominees Limited to sell Shares up to a maximum of 15% of the total number of Shares comprised in the Offer (the "Over-allotment Shares") at the offer price. The Over-allotment Option is exercisable in whole or in part, upon notice by the Stabilising Manager, at any time on or before the 30th calendar day after the commencement of conditional dealings of the Shares on the London Stock Exchange. Any Over-allotment Shares sold by the Stabilising Manager will be sold on the same terms and conditions as the Shares being sold or issued in the Offer and will form a single class for all purposes with the other Shares.
Related Shares:
JLG.L