THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO U.S. PERSONS, OR IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION.
The Board of Foresight Solar Fund Limited (the "Company”) is pleased to announce a proposed tap issuance of up to 30,995,537 ordinary shares in the capital of the Company (the "New Shares”), representing approximately 9.99 per cent. of the Company's issued share capital at an issuance price of 103.00 pence per New Share (the "Tap Issuance”).
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Foresight Group CI Limited (the "Investment Manager”) believes the UK solar market remains attractive, particularly given the recent recovery and positive momentum in UK wholesale power prices. As detailed in the Company’s interim results released on 15 August 2016, the Investment Manager has identified an attractive pipeline of over 200MW to support the growth of the Company over the next twelve months. From this pipeline, the Company has entered into exclusivity/binding agreements to purchase operational, fully accredited UK solar assets totaling 82MW which it expects to acquire before the year end. The assets under exclusivity are a combination of 1.4 and 1.3 ROC assets.
The net proceeds of the proposed Tap Issuance will enable the Company to take advantage of these and other investment opportunities as and when they become available.
The Tap Issuance is being conducted, subject to the satisfaction of certain conditions, through a bookbuild process which will be launched immediately following this announcement. Stifel Nicolaus Europe Limited ("Stifel”) and J.P. Morgan Securities plc, which carries on its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove”), are acting as joint bookrunners in connection with the Tap Issuance. Members of the public are not entitled to participate in the Tap Issuance.
The Tap Issuance is being effected pursuant to the authority granted at the Company’s General Meeting on 18 October 2016, permitting the allotment of up to 30,995,537 ordinary shares in the capital of the Company (the "Ordinary Shares”) on a non pre-emptive basis. The Tap Issuance price of 103.00 pence per New Share is equal to the NAV per Ordinary Share of 100.7 pence as at 30 September 2016 plus an estimate of accrued income attributable to the Company since this date, plus a premium to cover issuance costs.
The New Shares will, when issued, be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including in respect of the right to receive all future dividends and distributions declared, made or paid by reference to a record date falling after their issue, including without limitation an entitlement to the third quarterly dividend of 1.54 pence in respect of the period from 1 July to 30 September 2016, which was approved by the Directors on 18 October 2016 and will be paid on 31 December 2016.
The Company will apply for admission of the New Shares to listing on the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA”) and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange”) ("Admission"). It is expected that settlement of subscriptions in respect of the New Shares and Admission will take place and that trading in the New Shares will commence at 8.00am (London Time) on Friday 28 October.
The Tap Issuance is conditional upon, inter alia, Admission becoming effective not later than 8.00am on Friday 28 October (or such later date as Stifel and J.P. Morgan Cazenove may agree with the Company and the Investment Manager) and the Placing Agreement dated 19 October 2016 among the Company, the Investment Manager, Stifel and J.P. Morgan Cazenove (the "Placing Agreement") becoming unconditional and not being terminated in accordance with its terms. Further details of the Placing Agreement can be found in the terms and conditions of the Tap Issuance set out in the Appendix to this announcement (which forms part of this announcement) (the "Terms and Conditions”).
By choosing to participate in the Tap Issuance and by making an oral and legally binding offer to subscribe for New Shares, investors will be deemed to have read and understood this announcement (including the Appendix), in its entirety and to be making such offer on the terms and subject to the conditions in this announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
Your attention is drawn to the detailed Terms and Conditions of the Tap Issuance set out in the Appendix to this announcement.
Alex Ohlsson, Chairman of the Company, said, "The recent upward movements in wholesale power prices have been positive for the sector, and the Company has identified an attractive pipeline of assets that will support the growth of the Company over the next 12 months. Having secured exclusivity over an 82MW operational portfolio, additional funds raised can be deployed quickly into income generating assets thereby avoiding the impact of cash drag on investors.”
Tap Issuance Timetable
The timetable is subject to change at the discretion of the Company, Stifel and J.P. Morgan Cazenove. The decision to allot any New Shares to placees pursuant to the Tap Issuance shall be at the discretion of the Company, Stifel and J.P. Morgan Cazenove.
Tap Issuance opens
Immediately upon release of this announcement on Wednesday 19 October 2016
Latest time and date for receipt of Tap Issuance commitments
01:00pm on Tuesday 25 October 2016
Results of Tap Issuance announced and Trade Date
Wednesday 26 October 2016
Friday 28 October 2016
For further information, please contact:
Elena Palasmith firstname.lastname@example.org +44 (0)20 3667 8100
Stifel Nicolaus Europe Limited (Joint Bookrunner) +44 (0)20 7710 7600
J.P. Morgan Cazenove (Joint Bookrunner) +44 (0)20 7742 4000
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014). Upon the publication of this announcement via Regulatory Information Service this inside information is now considered to be in the public domain.
This announcement, including the Appendix, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
This announcement does not constitute or form part of any offer or or any solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa.
The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or the U.S. 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 U.S. Person (within the meaning of Regulation S under the Securities Act). There will be no public offer of securities in the United States or elsewhere.
The New Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in Australia, Canada, Japan or South Africa. There will be no public offering of the New Shares in Australia, Canada, Japan or South Africa or elsewhere.
This announcement, including the Appendix, has been issued by, and is the sole responsibility, of the Company. This announcement is not an offer to sell nor a solicitation to buy any securities in any jurisdiction, nor is it a prospectus for the purposes of Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU, to the extent implemented in the relevant member state) (the "Prospectus Directive"). No prospectus has been or will be prepared or made available in connection with the matters contained in this announcement and no such prospectus is required under the Prospectus Directive to be published in connection with the Tap Issuance. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information about the Company that is publicly available.
This announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom ("FSMA"). To the extent that this announcement does constitute an inducement to engage in any investment activity included within this announcement, it is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Order and (ii) are "qualified investors" as defined in section 86 of FSMA and (C) otherwise, to persons to whom it may otherwise be lawful to communicate it to (each a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement you represent and agree that you are a Relevant Person.
Stifel, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and is acting for no-one else in connection with the Tap Issuance or the matters described in this announcement and the contents of this announcement, will not regard any other person as their respective client in relation to the Tap Issuance and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stifel nor for providing advice in connection with the Tap Issuance and the contents of this announcement or any other transaction, arrangement or matter referred to herein.
J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove, and which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with the Tap Issuance or the matters described in this announcement and the contents of this announcement, will not regard any other person as their respective client in relation to the Tap Issuance and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice in connection with the Tap Issuance and the contents of this announcement or any other transaction, arrangement or matter referred to herein.
Apart from the responsibilities and liabilities, if any, which may be imposed on Stifel and J.P. Morgan Cazenove by the Financial Services and Markets Act 2000, as amended or the regulatory regime established thereunder, neither Stifel nor J.P. Morgan Cazenove accepts any responsibility whatsoever, and makes no representation or warranty, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, its directors or any other person, in connection with the Company, the Tap Issuance or the New Shares, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Each of Stifel and J.P. Morgan Cazenove accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this Announcement or any such statement.
Certain statements in this announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity, dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the Financial Conduct Authority, London Stock Exchange plc or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The New Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the New Shares.
The New Shares to be issued pursuant to the Tap Issuance will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.