Foresight Solar Vct Section 311A Statutory Information

Circular, Summary and Registration Document relating to the £20,000,000 issue of a new class of D shares

For a copy of the Registration Document published 01.02.2016 click here

For a copy of the Summary approved 01.02.2016 click here

Publication of Circular 01.02.2016

For a pdf copy of the Circular click here

 

Foresight Solar & Infrastructure VCT plc ("Company") (formerly Foresight Solar VCT PLC)

Publication of a circular to shareholders of the Company including a notice of general meeting and publication of a Prospectus relating to an Offer for Subscription to raise in aggregate up to £20,000,000 by issues of a new class of D Shares ("Offer")

Summary

The board of the Company ("Board") has today issued a circular to its shareholders containing proposals to:

  • create and authorise the issue of D ordinary shares ("D Shares");
  • disapply pre-emption rights so that the Ordinary Shares can be allotted on a monthly basis without the need to make pre-emptive offers to existing Shareholders;
  • authorise the buyback of D Shares in the market;
  • reduce the share premium account arising on the issue of D Shares;
  • amend the Company's articles of association in order to set out the rights and restrictions applying to D Shares;
  • extend the Company's investment policy to allow it to make investments in a wider range of infrastructure companies, not limited to those generating solar electricity; and
  • approve the related party transactions.

These proposals require the approval of the Company's shareholders and this is being sought at a general meeting of the Company and subsequent class meetings of the Ordinary Shareholders and C Shareholders to be held on 7 March 2016 from 12 noon at the offices of Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG.

The Board is also pleased to announce the publication of a Prospectus relating to the Offer. Shareholders will shortly receive a copy of a securities note (which, together with a summary and registration documents dated 1 February 2016, form the "Prospectus") and a copy of the circular convening the general meeting.

Change of name

The Company announces that it has changed its name to Foresight Solar & Infrastructure VCT plc with effect from today, 1 February 2016. Trading is expected to commence on 3 February 2016 at 8.00 a.m. under the new name for the existing ordinary shares of 1p and C ordinary shares of 1p each. The tickers, SEDOL and ISIN for each existing class of share will not change.

The Board decided to make this change in light of the investment strategy of the proposed new D Share class, as well as the recent changes to the VCT Rules which restrict investments in UK-government subsidised solar assets and the recent announcement that from 6 April 2016, energy generation will no longer be a qualifying trade in which VCTs can invest.

Background and reasons for the offer

The Board is pleased to announce the publication of a Prospectus relating to the Offer to raise up to £20 million.

The Board, and the Company's investment manager Foresight Group CI Limited, believe there is an opportunity for the Company to take advantage of the evolution in the infrastructure and energy markets by forming a new share class to invest in infrastructure assets, in the wake of UK-subsidised solar assets no longer being a qualifying investment for VCTs. The D Share class will still invest in solar companies with overseas operations which remain qualifying but the Company will proceed on the understanding that all such investments will need to be completed by 5 April 2016.

The purpose of the D Share Offer is to provide individuals with an opportunity to invest in companies that develop, build, own or operate infrastructure assets that generate a regular and sustainable income. This will include investments into Smart Data companies which generate and sell energy usage data from the smart metering units they own and solar companies which will build and own (rooftop or ground mounted) photovoltaic plants internationally.

The D Shares

The D Shares are a new class of Share and are separate from the Company's existing class of Ordinary Shares and C Shares. All investments and cash attributable to the existing Ordinary Share class and C Share class will be kept separate from the D Share Fund. Accordingly, investors in the D Shares will not have any exposure to the investment gains or losses of the Ordinary Share class or C Share Class.

Investment policy

The issue of D Shares will require a change in the investment policy of the Company which requires approval of the Company's shareholders and is set out in full in the circular convening the General Meeting published today.

Related party transactions

It is also proposed, subject to Shareholders' approval, that Foresight Group CI Limited will be appointed by the Company as its investment manager in respect of the D Share Fund under the terms set out below and that Foresight Group LLP will be appointed as promoter of the Offer under the terms set out below. Foresight Group CI Limited, as the Company's investment manager, and Foresight Group LLP, as its agent and associate, are regarded as related parties of the Company under the Listing Rules. Therefore the terms of these appointments constitute related party transactions for the purpose of the Listing Rules and require Shareholders' approval.

Pursuant to the carried interest agreement dated 1 February 2016, between, among others, the Company and Foresight Group CI Limited (the "Investment Manager"), the Investment Manager will be entitled to a performance incentive (in cash or new D Shares in the Company issued at par) to a value equal to 20% of distributions in excess of 100p per D Share until total distributions reach 115p per Share and thereafter equal to 30% of distributions over that level. No performance incentive will be distributed to Foresight Group CI Limited until D Shareholders have received distributions of 100p per D Share.

Pursuant to a sponsor and promoter agreement dated 1 February 2016 relating to the Offer between, among others, the Company and Foresight Group LLP ("Promoter"), the Promoter will receive a fee of an amount up to a maximum of 5.5% of the amount subscribed under the Offer by Investors who apply through a financial intermediary, where permissible, (subject to a maximum aggregate payment of £1.1 million), for acting as promoter of the Offer.

Further Information

The Offer is now open and will close at noon on 4 April 2016 for the 2015/2016 tax year and 31 August 2016 for the 2016/2017 tax year or earlier if the Offer is fully subscribed or otherwise at the Board's discretion.

Full details of the Offer will be set out in the Registration Document, Summary and Securities Note which together comprise a Prospectus in accordance with the Prospectus Rules made under Section 84 of FSMA, and which is published as at today's date. The Offer is conditional on the passing of certain of the resolutions to be proposed at a general meeting to be held 7 March 2016 as set out in the circular published today.

All documents comprising the Prospectus will also available from the offices of the Promoter, The Shard, 32 London Bridge Street, London SE1 9SG and the following website: http://www.foresightgroup.eu.

A copy of the Prospectus has also been submitted to the Financial Conduct Authority and will be shortly available for inspection on both the Promoter's website (www.foresightgroup.eu) as well as at the National Storage Mechanism (www.morningstar.co.uk/uk/nsm).

For further information, please contact:
Gary Fraser
Foresight Group LLP
Telephone: 020 3667 8100

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