Rights Issue

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.

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 once published. Copies of the Prospectus will, following publication, 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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 695/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE.

8 March 2018

John Laing Group plc

(the "Company" or the "Group")

1 for 3 fully underwritten £210 million (net) Rights Issue

The Company announces a fully underwritten rights issue to raise proceeds of approximately £210.2 million (net of expenses) to take advantage of a larger proportion of its growing pipeline of opportunities. A prospectus containing full details of the Rights Issue (the "Prospectus") is expected to be made available on the Company's website, www.laing.com, later today. The Company's full year results for the financial year ended 31 December 2017 have also been released today in a separate announcement.

Details of the Rights Issue

· 1 for 3 fully underwritten rights issue of 122,320,044 new ordinary shares of 10 pence each in the capital of the Company (the "Rights Issue Shares") to raise approximately £210.2 million, net of expenses.

· The issue price of 177 pence per Rights Issue Share represents a 29.2 per cent. discount to the theoretical ex-rights price based on the closing middle-market price as derived from the Stock Exchange Daily Official List of 274.2 pence per Existing Share on 7 March 2018 (being the last Business Day prior to the date of this announcement).

· The Rights Issue Shares will be issued pursuant to the authority granted under the resolutions passed at the Annual General Meeting of the Company held in May 2017.

· The Rights Issue is fully underwritten by Barclays Bank PLC and HSBC Bank plc.

Reasons for the Rights Issue

In 2017, the Group made investment commitments of £383 million, well ahead of both guidance for the year of approximately £200 million and investment commitments of £182 million and £180 million in 2016 and 2015, respectively. There are two principal factors leading to this increase:

· The US market has shown faster growth than the Group had been anticipating. In 2017, the Group committed more to investments in the US (including its largest ever investment commitment) than it did across all three of its geographical regions in either 2016 or 2015.

· The Group has focused strongly on developing its relationships with international partners, including construction companies, rolling stock manufacturers and renewable energy developers, and this is resulting in more investment opportunities.

As a consequence, the Group has seen growth in its pipeline of new investment opportunities in both PPP and renewable energy across its existing geographical regions: North America, Asia Pacific and Europe. As at 31 December 2017, the Group's investment pipeline stood at £2,150 million, significantly higher than the £1,331 million identified as at 31 December 2014, shortly before the Company's initial public offering ("IPO") in February 2015. Some 95 per cent. of the Group's pipeline consists of investments outside the UK.

The Group's activities remain focused on investment in greenfield infrastructure projects (social, transport and environmental) awarded under Governmental PPP programmes and in renewable energy. Outside the current pipeline, we also see opportunities to invest alongside established partners in other infrastructure asset classes as well as new geographies, such as selected countries in Latin America and Asia Pacific, that could feed into our pipeline.

Historically, the Group has operated under a "self-funding model" whereby new investment commitments are financed through operational cash flows and realisations of investments in operating assets, together with the benefit of flexible corporate banking facilities. Realisations in the years ended 31 December 2017, 2016 and 2015 were, £289 million, £147 million and £86 million, respectively. Other than the new funds of £121.3 million raised at the Company's IPO, this self-funding model has operated since 2007.

The Board believes strongly in the discipline the self-funding model brings. While the Group assesses each investment on a hold-to-maturity basis, it also has to be confident that any investment it makes can ultimately be realised. However, while realisations have increased each year since the Company's IPO, they have not kept pace with investment commitments in part because of the construction periods for the underlying projects. The recent increase in investment opportunities available to the Group, including the potential size of some opportunities, could lead to a situation where the Group has to realise assets earlier than the optimal time in order to fund new investments.

The Rights Issue will enable the Group to take advantage of a higher proportion of the attractive investment opportunities currently available to the Group and maintain its appeal to international partners. It will also give the Group increased flexibility on the timing of realisations of investments in operating assets ("secondary assets") to allow maximisation of value creation for shareholders. The increased equity base resulting from the Rights Issue will also facilitate more debt funding should that be required.

Before the proceeds from the Rights Issue, the Board's expectation for investment commitments in 2018 is approximately £250 million, with realisations for 2018 broadly in line with this. With the benefit of the Rights Issue, John Laing will have greater ability both to position itself for, and execute on, investment commitments in excess of £250 million. This is consistent with the Board's intention to continue to increase the scale of the Group over the medium term.

The principal value creation mechanic inherent in John Laing's business model is the difference between the discount rate implied by the hold-to-maturity IRR at the financial close of an investment and the discount rate applied to that investment once the underlying project has entered the operational phase (as a secondary investment). Although John Laing has in recent years experienced pressure on hold-to-maturity IRRs as its Primary teams bid for new greenfield projects, this has typically been accompanied by a reduction in secondary discount rates. This has allowed the Group to maintain attractive "yield shifts", which drive one of the principal measures applied to the Group's investments, namely annualised rate of return ("ARR").

The Board's strategy is to create value for shareholders through growth in Net Asset Value ("NAV") and dividends. The Group is looking to raise £210.2 million (net) via the Rights Issue in order to access additional investment opportunities which generate ARRs consistent with this strategy.

Over the three years ended 31 December 2017, the Group achieved compound average growth of 15.5 per cent. in NAV per share (after adjusting for dividends paid and funds raised at the Company's IPO). In the year ended 31 December 2017, NAV per share grew by 13.5 per cent. (including dividends paid in the period).

Following the Rights Issue, the Group plans to continue to operate its self-funding model. We plan to retain our disciplined approach as to which investment opportunities we invest in. Consistent, and in parallel with the self-funding model, the Group is actively considering a number of disposals which are yet to be confirmed. One potential disposal which is at a reasonably advanced stage is the disposal of the Group's remaining 15 per cent. shareholding in IEP (Phase 1), which could be announced during the rights issue period.

Use of proceeds

As at 31 December 2017, the Group's total pipeline comprised 84 projects giving a total investment opportunity of £2,150 million, made up of £1,585 million in PPP projects and £565 million in renewable energy projects. Within these totals, the Group's primary investment teams have been successful in securing one preferred bidder position with an investment opportunity of approximately £20 million, nine shortlisted PPP positions, with an investment opportunity of approximately £200 million, and exclusive positions on four potential renewable energy investments, with an investment opportunity of approximately £150 million.

John Laing will use the proceeds of the Rights Issue to make investment commitments in PPP projects, in renewable energy projects and in other appropriate greenfield infrastructure investments which fit its business model and meet its investment criteria. At this stage, John Laing cannot be certain as to which projects it will invest in. This depends on the success of its Consortium in the case of PPP projects or the outcome of negotiations for renewable energy projects. Proceeds will also be used to pay costs relating to the Rights Issue, estimated at approximately £6.3 million.

Subject to the specific investment commitments entered into with the proceeds of the Rights Issue and the timing thereof, the Directors' belief is that the Rights Issue should be accretive to NAV per share (adjusted for the Rights Issue) within two years following the Rights Issue, compared to the position without the Rights Issue.

If, under unforeseen circumstances or due to adverse market conditions, the Group fails to win the expected number of projects, or a material proportion of projects in the pipeline are significantly delayed or cancelled, and the Group is not able to deploy the additional capital from the Rights Issue for these specific and other investment opportunities over the medium term, consistent with the three-year time horizon of the Group's current pipeline of investment opportunities, it will consider returning any excess capital to shareholders on the basis of the opportunities that are prevailing at that particular time.

Update on current trading

Earlier today the Group announced its results for the year ended 31 December 2017. The financial highlights are set out below:

· 10.5 per cent. increase in NAV, from £1,017 million at 31 December 2016 to £1,124 million;

· 13.5% increase in NAV including dividends paid in 2017;

· NAV per share at 31 December 2017 of 306p (31 December 2016-277p);

· New investment commitments of £383 million (2016-£182 million);

· Realisations of £289 million from the sale of investments (2016-£147 million);

· Profit before tax of £126 million (2016-£192 million);

· 12 per cent. increase in external AUM to £1,649 million; and

· Cash yield from investment portfolio of £40 million (2016-£35 million).

Dividends and dividend policy

The Company will continue with its existing dividend policy, namely: (i) a progressive base dividend targeting growth at least in line with inflation; and (ii) a special dividend of approximately 5 to 10 per cent. of gross proceeds from the sale of investments on an annual basis, subject to specific investment requirements in any one year.

Interim base dividends will continue to be paid in October of the relevant financial year and final base dividends in May of the following financial year along with any special dividend.

The Rights Issue Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Shares, including the right to receive dividends or distributions made, paid or declared after the date of issue of the Rights Issue Shares including the final base dividend and special dividend for the year ended 31 December 2017.

For the year ended 31 December 2017 and, in accordance with its existing dividend policy, the Company intends to pay a final dividend of £31.9 million comprising:

(i) a final base dividend of £14.0 million, equating to 3.82 pence per share before taking into account the effects of the Rights Issue; and

(ii) a special dividend of £17.9 million equivalent to 6.2% of total realisations in 2017 of £289 million, equating to 4.88 pence per share before taking into account the effects of the Rights Issue.

The total final base dividend of £14.0 million will be increased to include the Rights Issue Shares issued pursuant to the Rights Issue, while the Special dividend of £17.9 million will be paid over the Existing Shares and the Rights Issue Shares issued pursuant to the Rights Issue.

The record date for the final dividend will be 20 April 2018, with the final dividend to be paid on 18 May 2018.

Shareholders will be given the opportunity to vote on the Company's proposed final dividend for the year ended 31 December 2017 at the Company's next annual general meeting on 10 May 2018.

Olivier Brousse, Chief Executive Officer said:

"2017 was a strong year for John Laing. We made record investment commitments, driven in large part by our success in our core Asia Pacific and North America markets. We continued to grow our pipeline, 95% of which is now made up of opportunities outside the UK, and to scale up our business. We are exclusively focused on investment in greenfield projects that meet our strict criteria, and our strategy remains to generate value for shareholders through growth in NAV and dividends. We are today launching a rights issue to take advantage of more of our pipeline of opportunities, and we hope all shareholders will support it."

Indicative abridged timetable of principal events

Prospectus

· The Prospectus is expected to be made available on the Company's website, www.laing.com, later today.

· The Prospectus will be submitted to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/NSM following publication.

Capitalised terms used in this announcement shall have the meanings set out in Appendix 1.

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. 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.

This announcement, which contains inside information, 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.

A copy of the Prospectus will, following publication, be available from the registered office of the Company and on the Company's website, www.laing.com. 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 will provide 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 (once published) 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 (when published), 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.

Cautionary statement regarding forward looking statements

This announcement contains forward looking statements, including with respect to financial information, that are based on current expectations or beliefs, as well as assumptions about future events. These forward looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could", "is confident", or other words of similar meaning. Undue reliance should not be placed on any such statements because they speak only as at the date of this announcement and, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and the Company's plans and objectives, to differ materially from those expressed or implied in the forward looking statements.

You are advised to read the Prospectus when published and the information incorporated by reference therein in their entirety and, in particular, the section of the Prospectus headed "Risk Factors", for a discussion of the factors that could affect the Group's future performance and the industry in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward looking statements, including statements regarding prospective financial information, in this announcement may not occur. These statements are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this announcement are cautioned not to place undue reliance on the forward-looking statements, including those regarding prospective financial information.

No statement in this announcement is intended as a profit forecast for the Company for 2018 and no statement in this announcement should be interpreted to mean that statutory operating (loss)/profit or underlying operating profit before tax for the current or future financial years would necessarily be above a minimum level, or match or exceed the historical published operating profit or set a minimum level of operating profit.

Neither the Company nor the Banks are under any obligation to update or revise publicly any forward-looking statement contained within this announcement, whether as a result of new information, future events or otherwise, other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Transparency Rules, the Prospectus Rules and the Disclosure Requirements).

Appendix