TIDMJLEN
RNS Number : 5537C
Jlen Environmental Assets Grp
11 February 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA.
11 February 2020
JLEN Environmental Assets Group Limited
Proposed Placing
JLEN Environmental Assets Group Limited ("JLEN" or the
"Company") today announces that it is proposing to undertake a
placing for up to 49.7m new ordinary shares ("New Ordinary Shares")
by way of a bookbuilding process (the "Placing").
Since the Company raised GBP105m in October 2018 to repay
amounts drawn under its revolving credit facility (the "Facility"),
the Company has made four acquisitions across a number of different
sectors including anaerobic digestion, food waste, hydro-electric
and battery storage. The Facility is currently GBP69.8m drawn with
further outstanding commitments of EUR25m and so the net proceeds
of the Placing will be used to repay these amounts drawn under the
Facility in order to finance an identified pipeline of near term
opportunities across the bioenergy and flexible generation sectors,
further diversifying the Company's portfolio.
The New Ordinary Shares are being offered on a non-pre-emptive
basis pursuant to the authority granted by shareholders at the
Company's annual general meeting held on 14 August 2019, and
therefore the maximum number of New Ordinary Shares that will be
issued under the Placing is 49,701,820 New Ordinary Shares,
representing approximately 10 per cent of the Company's issued
share capital.
To participate in the Placing, investors should communicate
their bid(s) to Winterflood Securities Limited ("Winterflood"),
including: (i) the number of New Ordinary Shares for which the
investor wishes to subscribe; and (ii) the price or price range the
investor is offering to pay for such New Ordinary Shares. Any bid
price must be for a full pence or half pence amount.
The Placing will be made to Qualified Investors (as defined in
section 86(7) of the Financial Services and Markets Act 2000 (as
amended)) through Winterflood, subject to the terms and conditions
set out below in the Appendix to this announcement. The decision to
allot New Ordinary Shares to any Qualified Investor shall be at the
absolute discretion of the Board of JLEN, following consultation
with Winterflood and the Company's investment adviser, Foresight
Group LLP (the "Investment Adviser").
The New Ordinary Shares are not being offered at a fixed price,
but at a placing price per New Ordinary Share which will be
determined by the bookbuild (the "Placing Price"). The Placing
Price will be agreed between the Company, the Investment Adviser
and Winterflood following the close of the bookbuild. The Placing
Price, together with the number of New Ordinary Shares to be
issued, will be announced shortly thereafter.
The bookbuild is expected to close at 2:00 p.m. on 26 February
2020 but may be closed earlier or later at the discretion of the
Company and Winterflood.
Winterflood, in agreement with the Company and the Investment
Adviser, may choose to accept bids, either in whole or in part, on
the basis of allocations determined, and may scale down any bids
for this purpose, on such basis as the Company and Winterflood may
determine. Winterflood may also, notwithstanding the above, subject
to the prior consent of the Company: (i) allocate New Ordinary
Shares after the time of any initial allocation to any person
submitting a bid after that time; and (ii) allocate New Ordinary
Shares after the bookbuild has closed to any person submitting a
bid after that time. The Company reserves the right to reduce the
amount to be raised pursuant to the Placing.
By making an offer to subscribe for New Ordinary Shares under
the Placing, investors will be deemed to have accepted the terms
and conditions set out below in the Appendix to this announcement.
An investor that has made an offer to subscribe for New Ordinary
Shares under the Placing accepts that following the closing of the
bookbuild such offer shall be irrevocable without the consent of
the Directors. Upon being notified of its allocation of New
Ordinary Shares in the Placing, an investor shall be contractually
committed to acquire the number of New Ordinary Shares allocated to
it at the Placing Price.
Application will be made to the Financial Conduct Authority for
admission of the New Ordinary Shares to the premium segment of the
Official List and to the London Stock Exchange for admission to
trading of the New Ordinary Shares on its main market for listed
securities ("Admission"). It is expected that Admission will become
effective at 8.00 a.m. on 3 March 2020 and that dealings in the New
Ordinary Shares will commence at that time.
The New Ordinary Shares will, when issued, be credited as fully
paid and rank pari passu with the existing Ordinary Shares in the
capital of the Company, including the right to receive all future
dividends and distributions declared, made or paid, save for the
dividend for the quarter to 31 December 2019 which is expected to
be paid on 13 March 2020.
Expected timetable
2020
Placing opens 11 February
Placing closes 2.00 p.m. on 26 February
Results of Placing announced 27 February
Admission 8.00 a.m. on 3 March
For further information please contact:
Foresight Group
Chris Tanner
Chris Holmes +44(0)20 7901 3559
Winterflood Securities Limited
Darren Willis
Innes Urquhart
Neil Langford
Chris Mills +44(0)20 3100 0000
About JLEN
JLEN's investment policy is to invest in environmental
infrastructure projects that have the benefit of long-term,
predictable, wholly or partially inflation-linked cash flows
supported by long-term contracts or stable regulatory
frameworks.
Environmental Infrastructure is defined by the Company as
infrastructure projects that utilise natural or waste resources or
support more environmentally-friendly approaches to economic
activity. This could involve the generation of renewable energy
(including solar, wind, hydropower and biomass technologies), the
supply and treatment of water, the treatment and processing of
waste, and projects that promote energy efficiency.
JLEN's aim is to provide investors with an annual dividend that
is sustainable and increases in line with inflation. The target
dividend for the year to 31 March 2020 is 6.66 pence per share. The
dividend is payable quarterly.
Further details of the Company can be found on its website
www.jlen.com.
LEI: 213800JWJN54TFBMBI68
Important Information
This announcement contains information that is inside
information for the purposes of the Market Abuse Regulation (EU)
No. 596/2014, and is being made by the Company solely to comply
with its regulatory disclosure obligations.
The content of this announcement has been prepared by and is the
sole responsibility of the Company, save that for the purposes of
section 21 of the Financial Services and Markets Act 2000 it has
been approved by Foresight Group LLP which is authorised and
regulated by the Financial Conduct Authority.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) IS DIRECTED ONLY
AT PERSONS SELECTED BY WINTERFLOOD WHO ARE "INVESTMENT
PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
FPO) OR "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC"
FALLING WITHIN ARTICLE 49(2) OF THE FPO OR TO PERSONS TO WHOM IT
MAY OTHERWISE LAWFULLY BE COMMUNICATED UNDER THE FPO (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ONLY
RELEVANT PERSONS MAY PARTICIPATE IN THE PLACING AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS.
THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING ARE
NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN ECONOMIC
AREA (EEA), OTHER THAN TO PERSONS WHO ARE BOTH (I) "QUALIFIED
INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC
(THE "PROSPECTUS DIRECTIVE"), WHICH INCLUDES LEGAL ENTITIES WHICH
ARE REGULATED BY THE FINANCIAL CONDUCT AUTHORITY OR ENTITIES WHICH
ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN
SECURITIES AND (II) PERSONS TO WHOM THE NEW ORDINARY SHARES MAY BE
LAWFULLY MARKETED UNDER THE EU ALTERNATIVE INVESTMENT FUND MANAGERS
DIRECTIVE (NO. 2011/ 61/EU) (THE "AIFM DIRECTIVE") OR THE
APPLICABLE IMPLEMENTING LEGISLATION (IF ANY) OF THE MEMBER STATE OF
THE EEA IN WHICH SUCH PERSON IS DOMICILED OR IN WHICH SUCH PERSON
HAS A REGISTERED OFFICE.
The New Ordinary Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act") or with any securities regulatory authority of any
State or other jurisdiction of the United States (as defined
below), and accordingly may not be offered, sold or transferred
within the United States of America, its territories or
possessions, any State of the United States or the District of
Columbia (the United States) except pursuant to an exemption from,
or in a transaction not subject to, registration under the U.S.
Securities Act. The Placing is being made (i) outside the United
States in reliance on the exemption from the registration
requirements of the U.S. Securities Act provided by Regulation S
and (ii) to persons located inside the United States or to U.S.
Persons that are "qualified institutional buyers" (as the term is
defined in Rule 144A under the U.S. Securities Act) that are also
"qualified purchasers" within the meaning of section 2(A)(51) of
the U.S. Investment Company Act in reliance on an exemption from
registration provided by section 4(A)(2) under the U.S. Securities
Act.
The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940, as amended (the "U.S.
Investment Company Act") and investors will not be entitled to the
benefits of the U.S. Investment Company Act. This Announcement does
not constitute an offer to sell or issue or a solicitation of an
offer to buy or subscribe for Tap Shares in any jurisdiction
including, without limitation, the United States, Australia,
Canada, Japan or South Africa or any other jurisdiction in which
such offer or solicitation is or may be unlawful (an "Excluded
Territory"). This Announcement and the information contained
therein are not for publication or distribution, directly or
indirectly, to persons in an Excluded Territory unless permitted
pursuant to an exemption under the relevant local law or regulation
in any such jurisdiction.
The distribution of this Announcement, and/or the issue of New
Ordinary Shares in certain jurisdictions may be restricted by law
and/or regulation. No action has been taken by the Company,
Winterflood or any of their respective affiliates as defined in
Rule 501(b) under the U.S. Securities Act (as applicable in the
context used, Affiliates) that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement
or any other publicity material relating to the New Ordinary Shares
in any jurisdiction where action for that purpose is required.
Persons receiving this announcement are required to inform
themselves about and to observe any such restrictions.
Winterflood, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting for the
Company and for no one else in connection with the Placing and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the Placing, or any other matters referred to
herein.
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, in the UK being the
FCA's Product Intervention and Governance Sourcebook (PROD)
(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 New Ordinary Shares have been subject to
a product approval process, which has determined that the New
Ordinary Shares are: (i) compatible with an end target market of
professionally advised retail investors who do not need a
guaranteed income or capital protection and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution a) if to
professionally advised retail investors, through advised
distribution channels only; or b) through such distribution
channels as are appropriate to professional clients and eligible
counterparties, (in each case) as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors should note that: the price of New
Ordinary Shares may decline and investors could lose all or part of
their investment; the New Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in New Ordinary
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 Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Winterflood will only contact prospective Applicants
for participation in the Placing 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 New Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Appendix
Terms and Conditions of the Placing
1. General
1.1 By participating in the Placing each applicant for New
Ordinary Shares (an "Applicant") is deemed to have read and
understood this Announcement (including this Appendix) in its
entirety and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in this
Appendix.
1.2 Each Applicant which confirms its agreement (whether orally
or in writing) to Winterflood to acquire New Ordinary Shares under
the Placing will be bound by these terms and conditions and will be
deemed to have accepted them.
1.3 The Company and/or Winterflood may require any Applicant to
agree to such further terms and/or conditions and/or give such
additional warranties and/or representations as it (in its absolute
discretion) sees fit and/or may require any such Applicant to
execute a separate letter (a "Placing Letter"). The terms and
conditions contained in any such Placing Letter shall be
supplemental and in addition to the terms and conditions contained
in this Appendix.
2. Agreement to Acquire New Ordinary Shares
2.1 Conditional upon:
(a) Admission occurring and becoming effective by 8.00 a.m. on
the date indicated in the Announcement (or such later time and/or
date as the Company and Winterflood may agree), not being later
than 3 March 2020;
(b) the placing agreement between the Company, the Investment
Adviser and Winterflood dated 11 February 2020 (the "Placing
Agreement") becoming otherwise unconditional in all respects in
relation to the Placing, as applicable, (save as to the Admission
of the New Ordinary Shares) and not having been terminated on or
before Admission; and
(c) Winterflood confirming to the Applicants their allocation of
the relevant New Ordinary Shares,
an Applicant agrees to become a member of the Company and agrees
to take those New Ordinary Shares allocated to it by Winterflood at
the Placing Price per New Ordinary Share, provided that the
Applicant has applied to acquire New Ordinary Shares under the
Placing at a price equal to or greater than the Placing Price.
2.2 To the fullest extent permitted by law, each Applicant
acknowledges and agrees that it will not be entitled to exercise
any remedy of rescission at any time. This does not affect any
other rights the Applicant may have.
3. Payment for New Ordinary Shares
3.1 Each Applicant must pay the Placing Price for the New
Ordinary Shares issued to or for the benefit of the Applicant in
the manner and by the time directed by Winterflood. If any
Applicant fails to pay as so directed and/or by the time required,
the relevant Applicant's application for the New Ordinary Shares
shall at Winterflood's discretion either be accepted or rejected in
which case paragraphs 4.6 or 7.5 of these terms and conditions
shall apply to such application respectively.
4. Participation in, and principal terms of, the Placing
4.1 Prospective Applicants will be identified and contacted by Winterflood.
4.2 The latest time and date for receipt of commitments under
the Placing is 2.00 p.m. (London time) on Wednesday 26 February
2020. Winterflood reserves the right to bring this date forward, or
to extend the timetable at its discretion.
4.3 Winterflood will re-contact and confirm orally to Applicants
the size of their respective allocations and a trade confirmation
will be dispatched as soon as possible thereafter. Winterflood's
oral confirmation of the size of allocations and each Applicant's
oral commitment to accept the same or such lesser number as
determined in accordance with paragraph 4.4 below will constitute a
legally binding agreement pursuant to which each such Applicant
will be required to accept the number of New Ordinary Shares
allocated to the Applicant at the Issue Price and otherwise on the
terms and subject to the conditions set out in this Appendix.
4.4 The Company (after consultation with Winterflood) reserves
the right to scale back the number of New Ordinary Shares to be
subscribed by any Applicant in the event of an oversubscription in
the Placing. The Company and Winterflood also reserve the right not
to accept offers to subscribe for New Ordinary Shares or to accept
such offers in part rather than in whole. Winterflood shall be
entitled to effect the Placing by such method as it shall in its
sole discretion determine. To the fullest extent permissible by
law, neither Winterflood, nor any holding company of Winterflood,
nor any subsidiary, branch or affiliate of Winterflood (each an
"Affiliate") nor any person acting on behalf of any of the
foregoing shall have any liability to Applicants (or to any other
person whether acting on behalf of an Applicant or otherwise). In
particular, neither Winterflood, nor any Affiliate thereof nor any
person acting on their behalf shall have any liability to
Applicants in respect of their conduct of the Placing. No
commissions will be paid to Applicants or directly by Applicants in
respect of the New Ordinary Shares. Under the terms of the Placing
Agreement the Company shall pay Winterflood a commission equal to a
proportion of the gross
proceeds raised from Applicants that have been procured by
Winterflood.
4.5 Each Applicant's obligations will be owed to the Company and
to Winterflood. Following the oral confirmation referred to above,
each Applicant will have an immediate, separate, irrevocable and
binding obligation, owed to Winterflood, to pay to Winterflood (or
as Winterflood may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of New Ordinary Shares
which such Applicant has agreed to acquire under the Placing.
Commitments under the Placing, once made, cannot be withdrawn
without the consent of the Directors. The Company shall allot such
New Ordinary Shares to each Applicant (or to Winterflood for onward
transmission to the relevant Applicant) following each Applicant's
payment to Winterflood of such amount.
4.6 Each Applicant agrees to indemnify on demand and hold each
of Winterflood, the Company and the Investment Adviser and its and
their respective Affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
acknowledgements, undertakings, representations, warranties and
agreements set forth in these terms and conditions as supplemented
by any Placing Letter.
4.7 All obligations of Winterflood under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions".
5. Conditions
5.1 The Placing is conditional upon the Placing Agreement
becoming unconditional in relation to the Placing and not having
been terminated in accordance with its terms. The conditions in the
Placing Agreement are customary for an agreement of this nature and
include (inter alia) Admission occurring in relation to the New
Ordinary Shares and none of the representations, warranties and
undertakings given by the Company and the Investment Adviser being
breached or untrue.
5.2 If the Placing does not become unconditional, the Placing
will lapse and each Applicant's rights and obligations under the
Placing shall cease and determine at such time and no claim may be
made by an Applicant in respect thereof. Winterflood shall have no
liability to any Applicant (or to any other person whether acting
on behalf of an Applicant or otherwise) in respect of any decision
they may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition relating to the
Placing in the Placing Agreement.
5.3 By participating in the Placing, each Applicant agrees that
its rights and obligations hereunder terminate only in the
circumstances described above and will not be capable of rescission
or termination by the Applicant.
5.4 By participating in a Placing, each Applicant agrees with
Winterflood that the exercise by Winterflood of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Winterflood and that
Winterflood needs not make any reference to the Applicant in this
regard and that, to the fullest extent permitted by law,
Winterflood shall not have any liability whatsoever to the
Applicant in connection with any such exercise.
6. No Prospectus
6.1 The Placing is only available to Relevant Persons that are
identified and contacted by Winterflood and the New Ordinary Shares
will only be offered in such a way as to not require a prospectus
in the United Kingdom or elsewhere. No offering document or
prospectus has been or will be submitted to be approved by the FCA
in relation to the Placing and Applicants' commitments will be made
solely on the basis of the information contained in this
Announcement (including this Appendix) and information that has
been published by the Company in accordance with the FCA's
Disclosure Guidance and Transparency Rules and the Company's
pre-investment disclosure document prepared for the purposes of
Article 23 of the Alternative Investment Fund Managers Directive
(collectively "Regulatory Information").
6.2 Each Applicant, by accepting a participation in the Placing,
agrees that the content of this Announcement, including this
Appendix, is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information (other than the Regulatory Information),
representation, warranty, or statement made by or on behalf of the
Company or Winterflood, or the Investment Adviser or any other
person and none of the Company, Winterflood or the Investment
Adviser nor any other person will be liable for any Applicant's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Applicant may have obtained or received. Each Applicant
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing, and confirms that it has
understood the risks of investing in the Company and acquiring New
Ordinary Shares and has read the risk factors detailed in the
Company's latest annual report and financial statements, in the
Company's most recently published prospectus and in the Article 23
pre-investment disclosure document, each of which are available on
the Company's website www.jlen.com. Each Applicant also
acknowledges that it has had an opportunity to review and access
the information on the Company's ongoing charges detailed in the
Regulatory Information. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
7. Registration and settlement
7.1 Settlement of transactions in the relevant New Ordinary
Shares following their Admission will take place within the CREST
system, using the DVP mechanism, subject to certain exceptions.
Winterflood reserves the right to require settlement for and
delivery of the relevant New Ordinary Shares to Applicants by such
other means as they may deem necessary, if delivery or settlement
is not possible or practicable within the CREST system within the
timetable set out in the Announcement or would not be consistent
with the regulatory requirements in the Applicant's
jurisdiction.
7.2 Each Applicant allocated New Ordinary Shares in the Placing
will be sent a trade confirmation stating the number of New
Ordinary Shares allocated to it, the aggregate amount owed by such
Applicant to Winterflood and settlement instructions. Applicants
should settle against CREST Participant ID: LLUAA. Each Applicant
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the standing
CREST or certificated settlement instructions which it has in place
with Winterflood.
7.3 It is expected that settlement will be on a T+3 basis in
accordance with the instructions set out in the trade
confirmation.
7.4 Interest is chargeable daily on payments not received from
Applicants on the due date in accordance with the arrangements set
out above at the rate of 2 percentage points above the base rate of
Barclays Bank Plc.
7.5 Each Applicant is deemed to agree that if it does not comply
with these obligations, Winterflood may sell any or all of the New
Ordinary Shares allocated to the Applicant on such Applicant's
behalf and retain from the proceeds, for their own account and
profit, an amount equal to the aggregate amount owed by the
Applicant plus any interest due. The Applicant will, however,
remain liable for any shortfall below the aggregate amount owed by
such Applicant and it may be required to bear any tax or other
charges (together with any interest or penalties) which may arise
upon the sale of such New Ordinary Shares on such Applicant's
behalf.
7.6 If New Ordinary Shares are to be delivered to a custodian or
settlement agent, the Applicant should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
7.7 Insofar as New Ordinary Shares are registered in the
Applicant's name or that of its nominee or in the name of any
person for whom the Applicant is contracting as agent or that of a
nominee for such person, such New Ordinary Shares will, subject as
provided below, be so registered free from any liability to PTM
levy, stamp duty or stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve
tax is payable in respect of the issue of the New Ordinary Shares,
neither Winterflood nor the Company shall be responsible for the
payment thereof. Applicants will not be entitled to receive any fee
or commission in connection with the Placing.
8. Representations and Warranties
By participating in the Placing, each Applicant will (and any
person acting on such Applicant's behalf) be deemed to acknowledge,
agree, represent and warrant to each of the Company, the Investment
Adviser and Winterflood that:
8.1 it has read this Announcement, including this Appendix, in
its entirety and acknowledges that its acquisition of New Ordinary
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this Announcement
(including this Appendix);
8.2 no offering document or prospectus has been prepared in
connection with the New Ordinary Shares and represents and warrants
that it has not received a prospectus or other offering document in
connection therewith;
8.3 the Ordinary Shares are listed on the premium listing
segment of the Official List of the UK Listing Authority, and the
Company is therefore required to publish Regulatory Information,
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that the Applicant is able to obtain or access
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded company, without undue difficulty;
8.4 it is relying solely on this Announcement (including this
Appendix) and the Regulatory Information published by the Company
prior to Admission of the New Ordinary Shares issued pursuant to
the Placing and not on any other information given, or
representation or statement made at any time, by any person
concerning the Company or the Placing;
8.5 the content of this Announcement and the Regulatory
Information is exclusively the responsibility of the Company and
(in respect of the Regulatory Information) in addition to the
Company, the persons stated therein as accepting responsibility,
and apart from the liabilities and responsibilities, if any, which
may be imposed on Winterflood under any regulatory regime, none of
the Investment Adviser, Winterflood nor any person acting on their
behalf nor any of their Affiliates makes any representation,
express or implied, nor accepts any responsibility whatsoever for
the contents of this Announcement and the Regulatory Information
nor for any other statement made or purported to be made by them or
on its or their behalf in connection with the Company, the New
Ordinary Shares or the Placing, including but without limitation
the Company Key Information Document published in accordance with
Regulation (EU) 1286/2014 of the European Parliament and the
Council (commonly known as the 'PRIIPs Regulation');
8.6 if the laws of any territory or jurisdiction outside the
United Kingdom are applicable to its agreement to acquire New
Ordinary Shares under the Placing, it warrants that it has complied
with all such laws, obtained all governmental and other consents
which may be required, complied with all requisite formalities and
paid any issue, transfer or other taxes due in connection with its
application in any territory and that it has not taken any action
or omitted to take any action which will result in the Company, the
Investment Adviser or Winterflood or any of their respective
officers, agents or employees acting in breach of the regulatory or
legal requirements, directly or indirectly, of any territory or
jurisdiction outside the United Kingdom in connection with the
Placing;
8.7 it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the New Ordinary Shares and
it is not acting on a non-discretionary basis for any such
person;
8.8 it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account
for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of
the increased rates referred to in section 67, 70, 93 or 96
(depository receipts and clearance services) of the Finance Act
1986;
8.9 it accepts that none of the New Ordinary Shares have been or
will be registered in any jurisdiction other than the United
Kingdom and that the New Ordinary Shares may not be offered, sold
or delivered, directly or indirectly, within any Excluded
Territory;
8.10 if it is applying for New Ordinary Shares in circumstances
under which the laws or regulations of a jurisdiction other than
the United Kingdom would apply, that it is a person to whom the New
Ordinary Shares may be lawfully offered under that other
jurisdiction's laws and regulations;
8.11 if it is resident in the UK, it is a qualifying investor
(as defined in section 86(7) of the Financial Services and Markets
Act 2000 (as amended) as well as a Qualified Investor for the
purposes of the Prospectus Regulation and also a person (i) who has
professional experience in matters relating to investments falling
with Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); or (ii) falling
within Article 49(2)(A) to (D) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order; or (iii) to whom
this Announcement (including this Appendix) may otherwise be
lawfully communicated;
8.12 it has not been engaged to acquire the New Ordinary Shares
on behalf of any other person who is not a Qualified Investor
unless the terms on which it is engaged enable it to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client as described in
section 86(2) of FSMA;
8.13 if it is a resident in the EEA (other than the United
Kingdom): (a) it is a qualified investor within the meaning of the
Prospectus Regulation; and (b) that it is a person to whom the New
Ordinary Shares may be lawfully marketed under the AIFM Directive
or under the applicable implementing legislation (if any) of that
Relevant Member State; and (c) if it is a financial intermediary,
as that term is used in Article 5 of the Prospectus Regulation,
that the New Ordinary Shares purchased by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in a Relevant Member State other than Qualified Investors (within
the meaning of the Prospectus Regulation), or in circumstances in
which the prior consent of Winterflood has been given to the offer
or resale;
8.14 if it is outside the United Kingdom, neither the
Announcement (including this Appendix) or any other information of
document issued by or on behalf of or in respect of the Company or
Winterflood constitutes an invitation, offer or promotion to, or
arrangement with, it or any person whom it is procuring to
subscribe for New Ordinary Shares pursuant to the Placing unless,
in the relevant territory, such offer, invitation or other course
of conduct could lawfully be made to it or such person and such
documents or materials could lawfully be provided to it or such
person and the New Ordinary Shares could lawfully be distributed to
and subscribed and held by it or such person without compliance
with any unfulfilled approval, registration or other regulatory or
legal requirements;
8.15 it acknowledges that neither Winterflood nor any of its
affiliates nor any person acting on its behalf is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing or
providing any advice in relation to the Placing and participation
in the Placing is on the basis that it is not and will not be a
client of Winterflood or any of its affiliates and that Winterflood
and any of its affiliates do not have any duties or
responsibilities to it for providing the protections afforded to
its clients or for providing advice in relation to the Placing in
respect of any representations, warranties, undertaking or
indemnities contained in these terms and conditions;
8.16 it acknowledges that where it is acquiring New Ordinary Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to acquire the New Ordinary Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Appendix; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and/or Winterflood. It agrees that the provision of this paragraph shall survive any resale of the New Ordinary Shares by or on behalf of any such account;
8.17 it accepts that if the Placing does not proceed (for
whatever reason) then none of the Company, Winterflood, the
Investment Adviser, or any of their affiliates, nor persons
controlling, controlled by or under common control with any of them
nor any of their respective employees, agents, officers, members,
stockholders, partners or representatives, shall have any liability
whatsoever to it or any other person;
8.18 in connection with its participation in the Placing it has
observed all relevant legislation and regulations, in particular
(but without limitation) those relating to money laundering and
countering terrorist financing and that its application is only
made on the basis that it accepts full responsibility for any
requirement to identify and verify the identity of its clients and
other persons in respect of whom it has applied. In addition, it
warrants that it is a person: (i) subject to the UK Money
Laundering Regulations 2017 (SI 2017/692) and any other applicable
anti-money laundering guidance, regulations or legislation in force
and applicable in the UK ("Money Laundering Regulations"); or (ii)
subject to the EU Directive 2015/849 on the prevention of the use
of the financial system for the purposes of money laundering or
terrorist financing, as amended (the "Money Laundering Directive");
or (iii) acting in the course of a business in relation to which an
overseas regulatory authority exercises regulatory functions and is
based or incorporated in, or formed under the law of, a country in
which there are in force provisions at least equivalent to those
required by the Money Laundering Directive;
8.19 it agrees that, due to anti-money laundering and the
countering of terrorist financing requirements, Winterflood and/or
the Company may require proof of identity of the Applicant and
related parties and verification of the source of the payment
before the application can be processed and that, in the event of
delay or failure by the Applicant to produce any information
required for verification purposes, Winterflood and/or the Company
may refuse to accept the application and the subscription monies
relating thereto. It holds harmless and will indemnify Winterflood
and the Company against any liability, loss or cost ensuing due to
the failure to process this application, if such information as has
been required has not been provided by it or has not been provided
on a timely basis;
8.20 it acknowledges and agrees that information provided by it
to the Company and/or Winterflood will be stored on the Company's
and/or Winterflood's computer system and manually. It acknowledges
and agrees that for the purposes of means applicable data
protection legislation (including the Data Protection Act 2018, the
Data Protection (Bailiwick of Guernsey) Law, 2017 and the General
Data Protection Regulation (EU) 2016/679) and regulatory
requirements in the UK and/or the EEA, as appropriate, in force
from time to time (the "Data Protection Laws"), the Company and
Winterflood are/may be required to specify the purposes for which
they will hold personal data. The Company and Winterflood will only
use such information for the purposes set out below (collectively,
the "Purposes"), being to: (a) process its personal data (including
sensitive personal data) as required by or in connection with its
holding of New Ordinary Shares, including processing personal data
in connection with credit and money laundering checks on it; (b)
communicate with it as necessary in connection with its affairs and
generally in connection with its holding of the New Ordinary
Shares; (c) provide personal data to such third parties as the
Company or Winterflood may consider necessary in connection with
its affairs and generally in connection with its holding of the New
Ordinary Shares or as the Data Protection Laws may require,
including to third parties outside the United Kingdom or the
European Economic Area; and (d) without limitation, provide such
personal data to the Company, Winterflood, the Company's registrar
and the Investment Adviser and their respective associates for
processing, notwithstanding that any such party may be outside the
United Kingdom or the European Economic Area;
8.21 In providing the Company and/or Winterflood with
information, it hereby represents and warrants to the Company,
Winterflood and the Investment Adviser that it has obtained the
consent of any data subject to the Company, Winterflood, the
Investment Adviser, the Company's registrar and their respective
associates holding and using their personal data for the Purposes
(including the explicit consent of the data subjects for the
processing of any sensitive data or sensitive personal data for the
Purposes). For the purposes of this document, "data subject",
"personal data", "sensitive data" and "sensitive personal data"
shall have the meanings attributed to them in the Data Protection
Laws;
8.22 if it is acting as a "distributor" (for the purposes of the MiFID II Product Governance Requirements):
(a) it acknowledges that the Target Market Assessment undertaken
by Winterflood and the Investment Adviser does not constitute: (i)
an assessment of suitability or appropriateness for the purposes of
MiFID II; or (ii) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the New Ordinary Shares, and each
distributor is responsible for undertaking its own target market
assessment in respect of the New Ordinary Shares and determining
appropriate distribution channels;
(b) notwithstanding any Target Market Assessment undertaken by
Winterflood and the Investment Adviser, it confirms that it has
satisfied itself as to the appropriate knowledge, experience,
financial situation, risk tolerance and objectives and needs of the
investors to whom it plans to distribute the New Ordinary Shares
and with the end target market; and
(c) it acknowledges that the price of the New Ordinary Shares
may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the New Ordinary 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.
8.23 the representations, undertakings and warranties contained
in this Appendix are irrevocable. It acknowledges that Winterflood,
the Company, the Investment Adviser and their respective affiliates
will rely upon the truth and accuracy of the foregoing
representations and warranties and it agrees that if any of the
representations or warranties made or deemed to have been made by
its subscription of the relevant New Ordinary Shares are no longer
accurate, it shall promptly notify Winterflood and the Company in
writing;
8.24 where it or any person acting on behalf of it is dealing
with Winterflood, any money held in an account with Winterflood on
behalf of it and/or any person acting on behalf of it will not be
treated as client money within the meaning of the relevant rules
and regulations of the Financial Conduct Authority which therefore
will not require Winterflood to segregate such money, as that money
will be held by Winterflood under a banking relationship and not as
trustee;
8.25 any of its clients, whether or not identified to
Winterflood or any of their affiliates or agents, will remain its
sole responsibility and will not become clients of Winterflood or
any of its affiliates or agents for the purposes of the rules of
the Financial Conduct Authority or for the purposes of any other
statutory or regulatory provision;
8.26 it accepts that the allocation of New Ordinary Shares shall
be determined by the Company (in consultation with Winterflood and
the Investment Adviser) in their absolute discretion and that such
persons may scale down any Placing commitments for this purpose on
such basis as they may determine;
8.27 time shall be of the essence as regards its obligations to
settle payment for the relevant New Ordinary Shares and to comply
with its other obligations under the Placing; and
8.28 it requests, at its own initiative, that the Company (or
its agents) notifies it of all future opportunities to acquire
securities in the Company and provides it with all available
information in connection therewith.
9. United States Purchase and Transfer Restrictions
By participating in the Placing, each Applicant will (and any
person acting on such Applicant's behalf) be deemed to acknowledge,
agree, represent and warrant to each of the Company, the Investment
Adviser and Winterflood that:
9.1 If it is located outside the United States, it is not a U.S.
Person, it is acquiring the New Ordinary Shares in an "offshore
transaction" within the meaning of, and in reliance on, Regulation
S and it is not ac quiring the New Ordinary Shares for the account
or benefit of a U.S. Person;
9.2 if it is located inside the United States or is a U.S.
Person, it is a "qualified institutional buyer" (as the term is
defined in Rule 144A under the U.S. Securities Act) that is also a
"qualified purchaser" within the meaning of Section 2(a)(51) of the
Investment Company Act, and the related rules thereunder and is
acquiring the New Ordinary Shares for its own account or for the
account of one or more "qualified institutional buyers" that are
also "qualified purchasers" for which it is acting as a duly
authorised agent or for a discretionary account with respect to
which it exercises sole investment discretion and not with a view
to any resale, distribution or other disposition of any such
securities in violation of any US federal or state securities
laws;
9.3 it acknowledges that the New Ordinary Shares have not been
and will not be registered under the U.S. Securities Act or with
any securities regulatory authority of any State or other
jurisdiction of the United States and may not be offered or sold in
the United States or to, or for the account or benefit of, U.S.
Persons, absent registration, or an exemption from registration,
under the U.S. Securities Act;
9.4 it acknowledges that the Company has not registered under
the U.S. Investment Company Act and that the Company has put in
place restrictions for transactions not involving any public
offering in the United States, and to ensure that the Company is
not and will not be required to register under the U.S. Investment
Company Act;
9.5 it acknowledges that the Investment Adviser has not
registered under the U.S. Investment Advisers Act and that the
Company has put in place restrictions on the sale and transfer of
the New Ordinary Shares to ensure that the Investment Adviser is
not and will not be required to register under the U.S. Investment
Advisers Act;
9.6 no portion of the assets used to purchase, and no portion of
the assets used to hold, the New Ordinary Shares or any beneficial
interest therein constitutes or will constitute the assets of (i)
an "employee benefit plan" as defined in Section 3(3) of the U.S.
Employee Retirement Income Security Act of 1974, as amended
("ERISA") that is subject to Title I of ERISA; (ii) a "plan" as
defined in Section 4975 of the U.S. Internal Revenue Code of 1986,
as amended (the "Code"), including an individual retirement account
or other arrangement that is subject to Section 4975 of the Code;
or (iii) an entity which is deemed to hold the assets of any of the
foregoing types of plans, accounts or arrangements that is subject
to Title I of ERISA or Section 4975 of the Code. In addition, if an
investor is a governmental, church, non-U.S. or other employee
benefit plan that is subject to any federal, state, local or
non-U.S. law that is substantially similar to the provisions of
Title I of ERISA or Section 4975 of the Code, its purchase,
holding, and disposition of the New Ordinary Shares must not
constitute or result in a non-exempt violation of any such
substantially similar law;
9.7 that if any New Ordinary Shares offered and sold pursuant to
Regulation S are issued in certificated form (or if a request to
re-materialise uncertificated New Ordinary Shares into certificated
form), then such certificates evidencing ownership will contain a
legend substantially to the following effect unless otherwise
determined by the Company in accordance with applicable law:
"JLEN ENVIRONMENTAL ASSETS GROUP LIMITED (THE "COMPANY") HAS NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY
ACT OF 1940, AS AMENDED (THE "U.S. INVESTMENT COMPANY ACT"). IN
ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THIS SECURITY MAY
NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE U.S. SECURITIES ACT OR
AN EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES WHICH WILL NOT
REQUIRE THE COMPANY TO REGISTER UNDER THE U.S. INVESTMENT COMPANY
ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS."
provided, that if any New Ordinary Shares are being sold
pursuant to paragraph 9.9 below, and if the Company is a "foreign
issuer" within the meaning of Regulation S at the time of sale, any
such legend may be removed upon delivery of the certification
described in paragraph 9.9 below, and provided further, that, if
any New Ordinary Shares are being sold pursuant to paragraph 9.9
below, the legend may be removed by delivery to the Company of an
opinion of counsel of recognised standing in form and substance
reasonably satisfactory to the Company, to the effect that such
legend is no longer required under applicable requirements of the
U.S. Securities Act, U.S. Investment Company Act or State
securities laws;
9.8 if in the future, the investor decides to offer, sell,
transfer, assign or otherwise dispose of the New Ordinary Shares,
it will do so only in compliance with an exemption from, or in a
transaction not subject to, the registration requirements of the
U.S. Securities Act and under circumstances which will not require
the Company to register under the U.S. Investment Company Act. It
acknowledges that any sale, transfer, assignment, pledge or other
disposal made other than in compliance with such laws and the above
stated restrictions will be subject to the compulsory transfer
provisions as provided in the Company's Articles;
9.9 if it is a person described in paragraph 9.2 above and, if
in the future it decides to offer, resell, pledge or otherwise
transfer any of the New Ordinary Shares, it understands and
acknowledges that the New Ordinary Shares are "restricted
securities" within the meaning of Rule 144 under the U.S.
Securities Act and such New Ordinary Shares may be offered, resold,
pledged or otherwise transferred only (i) outside the United States
to non-U.S. Persons in an offshore transaction in accordance with
Rule 904 of Regulation S (including, for example, an ordinary trade
over the London Stock Exchange), provided that the Company is a
"foreign issuer" within the meaning of Regulation S at the time of
sale, upon delivery to the Company of an exit certificate executed
by the transferor in a form reasonably satisfactory to the Company,
(ii) in a transaction that does not require registration under the
U.S. Securities Act or any applicable United States securities laws
and regulations or require the Company to register under the U.S.
Investment Company Act, subject to delivery to the Company of a US
investor representation letter executed by the transferee in a form
reasonably satisfactory to the Company, or (iii) to the
Company;
9.10 it is purchasing the New Ordinary Shares for its own
account or for one or more investment accounts for which it is
acting as a fiduciary or agent, in each case for investment only,
and not with a view to or for sale or other transfer in connection
with any distribution of the New Ordinary Shares in any manner that
would violate the U.S. Securities Act, the U.S. Investment Company
Act or any other applicable securities laws;
9.11 it acknowledges that the Company reserves the right to make
inquiries of any holder of the New Ordinary Shares or interests
therein at any time as to such person's status under the U.S.
federal securities laws and to require any such person that has not
satisfied the Company that holding by such person will not violate
or require registration under the U.S. securities laws to transfer
such New Ordinary Shares or interests in accordance with the
Articles;
9.12 it acknowledges and understands that the Company is
required to comply with FATCA and that the Company will follow
FATCA's extensive reporting and withholding requirements from their
effective date. The Applicant agrees to furnish any information and
documents the Company may from time to time request, including but
not limited to information required under FATCA;
9.13 it is entitled to acquire the New Ordinary Shares under the
laws of all relevant jurisdictions which apply to it, it has fully
observed all such laws and obtained all governmental and other
consents which may be required thereunder and complied with all
necessary formalities and it has paid all issue, transfer or other
taxes due in connection with its acceptance in any jurisdiction of
the New Ordinary Shares and that it has not taken any action, or
omitted to take any action, which may result in the Company, the
Investment Adviser or Winterflood, or their respective directors,
officers, agents, employees and advisers being in breach of the
laws of any jurisdiction in connection with the Placing or its
acceptance of participation in the Placing;
9.14 it has received, carefully read and understands this
Announcement (including this Appendix), and has not, directly or
indirectly, distributed, forwarded, transferred or otherwise
transmitted this Announcement (including this Appendix) or any
other materials concerning the Company or the New Ordinary Shares
to within the United States or to any U.S. Persons, nor will it do
any of the foregoing; and
9.15 if it is acquiring any New Ordinary Shares as a fiduciary
or agent for one or more accounts, the investor has sole investment
discretion with respect to each such account and full power and
authority to make such foregoing representations, warranties,
acknowledgements and agreements on behalf of each such account.
The Company, the Investment Adviser, Winterflood and their
respective directors, officers, agents, employees, advisers and
others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgments and agreements. If any
of the representations, warranties, acknowledgments or agreements
made by the Applicant are no longer accurate or have not been
complied with, the Applicant will immediately notify the Company in
writing.
10. Miscellaneous
10.1 The rights and remedies of Winterflood and the Company
under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
10.2 The contract to acquire New Ordinary Shares under the
Placing will be governed by, and construed in accordance with, the
laws of England and Wales. For the exclusive benefit of
Winterflood, the Company and the Investment Adviser, each Applicant
irrevocably submits to the jurisdiction of the courts of England
and Wales and waives any objection to proceedings in any such court
on the ground of venue or on the ground that proceedings have been
brought in an inconvenient forum. This does not prevent an action
being taken against an Applicant in any other jurisdiction.
10.3 In the case of a joint agreement to apply for New Ordinary
Shares under the Placing, references to an "Applicant" in these
terms and conditions are to each of the Applicants who are a party
to that joint agreement and their liability is joint and
several.
10.4 Winterflood and the Company expressly reserve the right to
modify the Placing (including, without limitation, the timetable
and settlement) at any time before allocations are determined.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEEAFAEFDXEEAA
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