26th Mar 2018 07:00
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 END OF THIS ANNOUNCEMENT.
26 March 2018
John Laing Group plc
(the "Company")
Results of Rights Issue
The Company today announces that as at 11.00 a.m. on 23 March 2018 (being the latest time and date for receipt of valid acceptances), it had received valid acceptances in respect of 118,693,628 Rights Issue Shares, representing approximately 97.03 per cent. of the total number of Rights Issue Shares offered pursuant to the 1 for 3 rights issue announced by the Company on 8 March 2018 (the "Rights Issue").
It is expected that dealings in the Rights Issue Shares, fully paid, will commence on the London Stock Exchange's main market for listed securities from 8.00 a.m. on 26 March 2018.
It is also expected that the Rights Issue Shares held in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. on 26 March 2018, and that definitive share certificates in respect of Rights Issue Shares held in certificated form will be dispatched by no later than 6 April 2018 to Qualifying Non-CREST Shareholders who have taken up their Rights.
In accordance with their obligations under the Underwriting Agreement, Barclays Bank PLC ("Barclays") and HSBC Bank plc ("HSBC", together the "Underwriters") shall severally use their reasonable endeavours to procure, on behalf of the Company, by not later than 5.00 p.m. on 27 March 2018, subscribers for all (or as many as possible) of the remaining 3,626,416 Rights Issue Shares not validly accepted, failing which the Underwriters have agreed to subscribe for any remaining Rights Issue Shares on a several basis and in their agreed proportion.
To the extent that such Rights Issue Shares are sold at a premium to the Rights Issue offer price of 177 pence per Rights Issue Share, such premium (after deduction of applicable fees and expenses) will be paid (without interest) to those persons entitled pro rata to the entitlements not taken up in accordance with the terms of the Rights Issue, save that no payment will be made of amounts of less than £5.00 per holding, which amounts will ultimately accrue for the benefit of the Company.
A further announcement as to the number of Rights Issue Shares for which subscribers have been procured will be made in due course.
Capitalised terms not otherwise defined herein, are defined in Part 17 of the prospectus published by the Company on 8 March 2018 in connection with the Rights Issue (the "Prospectus"), which is available on the Company's website at www.laing.com.
Total Voting Rights
In accordance with the FCA's Disclosure and Transparency Rules, the Company notifies that, as at 26 March 2018, the total issued share capital of John Laing Group plc is 489,280,178 ordinary shares of 10 pence each with one voting right per share. There are no ordinary shares held in treasury.
Therefore the total number of voting rights in John Laing Group plc is 489,280,178. This figure should be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, John Laing Group plc under the Disclosure and Transparency Rules.
Director / PDMR Shareholding
In accordance with Article 19(3) of the Market Abuse Regulation (2014/596/EU), the transactions below were made by Directors / persons discharging managerial responsibility ("PDMRs") in the Company, or, where indicated, persons closely associated with a Director / PDMR. They reflect take up of Rights under the Rights Issue, connected with the Shares of 10 pence each in the Company held directly by the relevant Director or a person closely associated with them.
1. | Details of the person discharging managerial responsibilities / person closely associated | ||
(a) | Name | Phil Nolan | |
2. | Reason for the notification | ||
(a) | Position / status | Chairman (PDMR) | |
(b) | Initial notification / Amendment | Initial | |
3. | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name | John Laing Group plc | |
(b) | LEI | 213800GLLXRSIIKN6I12 | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of the financial instrument, type of instrument
Identification code | JOHN LAING GROUP PLC ORD 10P
GB00BVC3CB83 | |
(b) | Nature of the transaction | Take up of Rights in relation to John Laing Group plc 1 for 3 Rights Issue | |
(c) | Price(s) and volume(s) | Price(s) 177 pence | Volume(s) 36,752 |
(d) | Aggregated information - Aggregated Volume - Price |
- 36,752 - 177 pence | |
(e) | Date of the transaction | 23 March 2018 | |
(f) | Place of the transaction | London Stock Exchange, main market (XLON) |
1. | Details of the person discharging managerial responsibilities / person closely associated | ||
(a) | Name | (1) Olivier Brousse (2) Dr. Laura Watkins | |
2. | Reason for the notification | ||
(a) | Position / status | (1) CEO (PDMR) (2) Person closely associated to Olivier Brousse, CEO | |
(b) | Initial notification / Amendment | Initial | |
3. | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name | John Laing Group plc | |
(b) | LEI | 213800GLLXRSIIKN6I12 | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of the financial instrument, type of instrument
Identification code | JOHN LAING GROUP PLC ORD 10P
GB00BVC3CB83 | |
(b) | Nature of the transaction | Take up of Rights in relation to John Laing Group plc 1 for 3 Rights Issue | |
(c) | Price(s) and volume(s) | Price(s) (1) 177 pence (2) 177 pence | Volume(s) (1) 13,919 (2) 3,239 |
(d) | Aggregated information - Aggregated Volume - Price |
- 17,158 - 177 pence | |
(e) | Date of the transaction | 23 March 2018 | |
(f) | Place of the transaction | London Stock Exchange, main market (XLON) |
1. | Details of the person discharging managerial responsibilities / person closely associated | ||
(a) | Name | Patrick O'Donnell Bourke | |
2. | Reason for the notification | ||
(a) | Position / status | Group Finance Director (PDMR) | |
(b) | Initial notification / Amendment | Initial | |
3. | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name | John Laing Group plc | |
(b) | LEI | 213800GLLXRSIIKN6I12 | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of the financial instrument, type of instrument
Identification code | JOHN LAING GROUP PLC ORD 10P
GB00BVC3CB83 | |
(b) | Nature of the transaction | Take up of Rights in relation to John Laing Group plc 1 for 3 Rights Issue | |
(c) | Price(s) and volume(s) | Price(s) 177 pence | Volume(s) 47,128
|
(d) | Aggregated information - Aggregated Volume - Price |
- 47,128 - 177 pence | |
(e) | Date of the transaction | 23 March 2018 | |
(f) | Place of the transaction | London Stock Exchange, main market (XLON) |
1. | Details of the person discharging managerial responsibilities / person closely associated | ||
(a) | Name | (1) David Rough (2) Barbara Rough | |
2. | Reason for the notification | ||
(a) | Position / status | (1) Senior Independent Director (PDMR) (2) Person closely associated to David Rough, Senior Independent Director | |
(b) | Initial notification / Amendment | Initial | |
3. | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name | John Laing Group plc | |
(b) | LEI | 213800GLLXRSIIKN6I12 | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of the financial instrument, type of instrument
Identification code | JOHN LAING GROUP PLC ORD 10P
GB00BVC3CB83 | |
(b) | Nature of the transaction | Take up of Rights in relation to John Laing Group plc 1 for 3 Rights Issue | |
(c) | Price(s) and volume(s) | Price(s) (1) 177 pence (2) 177 pence | Volume(s) (1) 10,085 (2) 1,666 |
(d) | Aggregated information - Aggregated Volume - Price |
- 11,751 - 177 pence | |
(e) | Date of the transaction | 23 March 2018 | |
(f) | Place of the transaction | London Stock Exchange, main market (XLON) |
1. | Details of the person discharging managerial responsibilities / person closely associated | ||
(a) | Name | Jeremy Beeton | |
2. | Reason for the notification | ||
(a) | Position / status | Independent Non-Executive Director (PDMR) | |
(b) | Initial notification / Amendment | Initial | |
3. | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name | John Laing Group plc | |
(b) | LEI | 213800GLLXRSIIKN6I12 | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of the financial instrument, type of instrument
Identification code | JOHN LAING GROUP PLC ORD 10P
GB00BVC3CB83 | |
(b) | Nature of the transaction | Take up of Rights in relation to John Laing Group plc 1 for 3 Rights Issue | |
(c) | Price(s) and volume(s) | Price(s) (1) 177 pence | Volume(s) (1) 5,418 |
(d) | Aggregated information - Aggregated Volume - Price |
- 5,418 - 177 pence | |
(e) | Date of the transaction | 23 March 2018 | |
(f) | Place of the transaction | London Stock Exchange, main market (XLON) |
1. | Details of the person discharging managerial responsibilities / person closely associated | ||
(a) | Name | Toby Hiscock | |
2. | Reason for the notification | ||
(a) | Position / status | Independent Non-Executive Director (PDMR) | |
(b) | Initial notification / Amendment | Initial | |
3. | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name | John Laing Group plc | |
(b) | LEI | 213800GLLXRSIIKN6I12 | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of the financial instrument, type of instrument
Identification code | JOHN LAING GROUP PLC ORD 10P
GB00BVC3CB83 | |
(b) | Nature of the transaction | Take up of Rights in relation to John Laing Group plc 1 for 3 Rights Issue | |
(c) | Price(s) and volume(s) | Price(s) 177 pence | Volume(s) 6,833 |
(d) | Aggregated information - Aggregated Volume - Price |
- 6,833 - 177 pence | |
(e) | Date of the transaction | 23 March 2018 | |
(f) | Place of the transaction | London Stock Exchange, main market (XLON) |
1. | Details of the person discharging managerial responsibilities / person closely associated | ||
(a) | Name | Anne Wade | |
2. | Reason for the notification | ||
(a) | Position / status | Independent Non-Executive Director (PDMR) | |
(b) | Initial notification / Amendment | Initial | |
3. | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name | John Laing Group plc | |
(b) | LEI | 213800GLLXRSIIKN6I12 | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of the financial instrument, type of instrument
Identification code | JOHN LAING GROUP PLC ORD 10P
GB00BVC3CB83 | |
(b) | Nature of the transaction | Take up of Rights in relation to John Laing Group plc 1 for 3 Rights Issue | |
(c) | Price(s) and volume(s) | Price(s) 177 pence | Volume(s) 6,751 |
(d) | Aggregated information - Aggregated Volume - Price |
- 6,751 - 177 pence | |
(e) | Date of the transaction | 23 March 2018 | |
(f) | Place of the transaction | London Stock Exchange, main market (XLON) |
1. | Details of the person discharging managerial responsibilities / person closely associated | ||
(a) | Name | Carolyn Cattermole | |
2. | Reason for the notification | ||
(a) | Position / status | Group General Counsel and Company Secretary (PDMR) | |
(b) | Initial notification / Amendment | Initial | |
3. | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name | John Laing Group plc | |
(b) | LEI | 213800GLLXRSIIKN6I12 | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of the financial instrument, type of instrument
Identification code | JOHN LAING GROUP PLC ORD 10P
GB00BVC3CB83 | |
(b) | Nature of the transaction | Take up of Rights in relation to John Laing Group plc 1 for 3 Rights Issue | |
(c) | Price(s) and volume(s) | Price(s) 177 pence | Volume(s) 4,761 |
(d) | Aggregated information - Aggregated Volume - Price |
- 4,761 - 177 pence | |
(e) | Date of the transaction | 23 March 2018 | |
(f) | Place of the transaction | London Stock Exchange, main market (XLON) |
1. | Details of the person discharging managerial responsibilities / person closely associated | ||
(a) | Name | Chris Waples | |
2. | Reason for the notification | ||
(a) | Position / status | Group Managing Director - International Projects (PDMR) | |
(b) | Initial notification / Amendment | Initial | |
3. | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name | John Laing Group plc | |
(b) | LEI | 213800GLLXRSIIKN6I12 | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of the financial instrument, type of instrument
Identification code | JOHN LAING GROUP PLC ORD 10P
GB00BVC3CB83 | |
(b) | Nature of the transaction | Take up of Rights in relation to John Laing Group plc 1 for 3 Rights Issue | |
(c) | Price(s) and volume(s) | Price(s) 177 pence | Volume(s) 10,342 |
(d) | Aggregated information - Aggregated Volume - Price |
- 10,342 - 177 pence | |
(e) | Date of the transaction | 23 March 2018 | |
(f) | Place of the transaction | London Stock Exchange, main market (XLON) |
1. | Details of the person discharging managerial responsibilities / person closely associated | ||
(a) | Name | Anthony Phillips | |
2. | Reason for the notification | ||
(a) | Position / status | Regional Managing Director - North America (PDMR) | |
(b) | Initial notification / Amendment | Initial | |
3. | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name | John Laing Group plc | |
(b) | LEI | 213800GLLXRSIIKN6I12 | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of the financial instrument, type of instrument
Identification code | JOHN LAING GROUP PLC ORD 10P
GB00BVC3CB83 | |
(b) | Nature of the transaction | Take up of Rights in relation to John Laing Group plc 1 for 3 Rights Issue | |
(c) | Price(s) and volume(s) | Price(s) 177 pence | Volume(s) 11,666 |
(d) | Aggregated information - Aggregated Volume - Price |
- 11,666 - 177 pence | |
(e) | Date of the transaction | 23 March 2018 | |
(f) | Place of the transaction | London Stock Exchange, main market (XLON) |
1. | Details of the person discharging managerial responsibilities / person closely associated | ||
(a) | Name | Ross McArthur | |
2. | Reason for the notification | ||
(a) | Position / status | Regional Managing Director - Europe (PDMR) | |
(b) | Initial notification / Amendment | Initial | |
3. | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name | John Laing Group plc | |
(b) | LEI | 213800GLLXRSIIKN6I12 | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of the financial instrument, type of instrument
Identification code | JOHN LAING GROUP PLC ORD 10P
GB00BVC3CB83 | |
(b) | Nature of the transaction | Take up of Rights in relation to John Laing Group plc 1 for 3 Rights Issue | |
(c) | Price(s) and volume(s) | Price(s) 177 pence | Volume(s) 1,737 |
(d) | Aggregated information - Aggregated Volume - Price |
- 1,737 - 177 pence | |
(e) | Date of the transaction | 23 March 2018 | |
(f) | Place of the transaction | London Stock Exchange, main market (XLON) |
Each of the persons identified above is a "person discharging managerial responsibility", or PDMR, or a "person closely associated", or PCA, as defined in the Market Abuse Regulation.
Terms used in this Announcement shall have the same meanings as set out in the prospectus published by the Company on 8 March 2018 (the "Prospectus").
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:
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.
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JLG.L