NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS, OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN
This announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for, or to buy shares in any jurisdiction.
This announcement is neither an advertisement, a prospectus nor a financial promotion. Any investment in any shares referred to in this announcement may be made only on the basis of information in the prospectus (the "Prospectus") published by Foresight Solar Fund Limited on 25 September 2014, in connection with a placing programme (the "Placing Programme”) for ordinary shares of no par value each ("Ordinary Shares”), to be admitted to the Premium Listing segment of the Official List of the UK Listing Authority and to trading on the Main Market for listed securities of the London Stock Exchange.
Foresight Solar Fund Limited (the "Company") announces that as at 15 February 2015, the unaudited Net Asset Value ("NAV") per Ordinary Share was 101.20 pence (31 December 2014: 100.90 pence).
The increase in NAV from 31 December 2014 includes accrued interest and income earned during the period and incorporates the seasonality inherent in solar energy production. All other valuation assumptions remain consistent with those previously outlined in the NAV statement released on 16 January 2015.
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On 19 February 2015, the Board of the Company announced its intention to raise additional capital by way of a placing of new Ordinary Shares under the Placing Programme announced on 25 September 2014 in accordance with the Prospectus (the "Placing"). The Placing price is equal to the NAV per Share as at 15 February 2015 plus a premium of 1.75 per cent., rounded to the nearest decimal place.
The new Ordinary Shares to be issued will not carry any entitlement to the second interim dividend of 3.0 pence approved on 2 March 2015 to be paid on 27 March 2015. Following the announcement of NAV as at 15 February 2015, as reduced to 98.20 pence on a pro forma basis to exclude this second interim dividend, the Board therefore announces that the Placing price is 99.9 pence per New Share.
The timetable is subject to change at the discretion of the Company, Stifel Nicolaus Europe Limited ("Stifel") and J.P. Morgan Cazenove. Qualified investors are invited to apply for new Ordinary Shares by contacting either Stifel or J.P. Morgan Cazenove. The decision to allot any shares to any qualified investors shall be at the discretion of the Company, Stifel and J.P. Morgan Cazenove.
| Event||Date |
| Announcement of NAV and Placing price||3 March 2015 |
| Placing Opens||3 March 2015|
| Latest time and date for receipt of Placing commitments||12:00pm on 12 March 2015|
| Results of Placing announced||13 March 2015|
| Admission and Settlement||17 March 2015|
| Crediting of CREST in respect of New Shares||8.00am on 17 March 2015|
| Share certificates in respect of New Shares despatched (if applicable)||On or around 24 March 2014|
Oriel Securities Limited, who were appointed as Sponsor and Joint Bookrunner under the Placing Programme, became part of Stifel Financial Corp. in July 2014. . Oriel Securities Limited’s business was combined with other group UK businesses with effect from 1 March 2015 and its rights and obligations under the Placing Agreement have been novated to Stifel. J.P. Morgan Cazenove has been appointed Joint Bookrunner along with Stifel under the Placing Programme, having signed a restated placing agreement with the Company.
For further information, please contact:
Elena Palasmith firstname.lastname@example.org
+44 (0)203 667 8100
Stifel (Sponsor and Joint Bookrunner)
+44 (0)20 7710 7600
J.P. Morgan Cazenove (Joint Bookrunner)
William Simmonds+44 (0)20 7742 4000
Notes to Editors
About Foresight Solar Fund Limited ("The Company" or "FSFL")
FSFL is a Jersey-registered closed-end investment company. The Company invests in ground based UK solar power assets to achieve its objective of providing Shareholders with a sustainable and increasing dividend with the potential for capital growth over the long-term.
The Company raised proceeds of £150m through an initial public offering ("IPO”) of shares on the main market of the London Stock Exchange in October 2013, and a further £60.1m through an Initial Placing and Offer for Subscription in October 2014.
About Foresight Group
Foresight Group was established in 1984 and today is a leading independent infrastructure and private equity investment manager with over £1.3 billion of assets under management. As one of the UK’s leading solar infrastructure investment teams Foresight funds currently manage c. £1 billion in over 40 separate operating Photovoltaic ("PV”) plants in the UK, the USA and southern Europe.
In May 2013 Foresight executed an innovative refinancing of its existing UK solar assets through the issue of a £60m London Stock Exchange listed index-linked Solar Bond.
Foresight Group has offices in London, Nottingham, Guernsey, Rome and the USA.
This announcement is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, Japan or South Africa. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or South Africa. The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the US Investment Company Act of 1940, as amended and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US Person (within the meaning of Regulation S under the Securities Act). The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by, Stifel or J.P. Morgan Cazenove or by any of their respective affiliates or agents as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or their advisers and any liability therefore is expressly disclaimed.
Stifel, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sponsor to the Company and is acting for no-one else in connection with the Placing and the contents of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stifel Nicolaus Europe Limited nor for providing advice in connection with the Issues and the contents of this announcement or any other matter referred to herein.
J.P. Morgan Cazenove which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority and Stifel (together, the "Joint Bookrunners"), are each acting exclusively for the Company and no-one else in connection with the Placing or the matters referred to in this announcement, will not regard any other person as their respective client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any transaction or arrangement referred to in this announcement.