NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, 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.
Further to the announcement released on 16 August 2016, the Board of Foresight Solar Fund Limited (the "Company") is pleased to announce a proposed placing of up to 28,152,143 Ordinary Shares held in Treasury (the "Placing").
On 23 September 2015, the Company issued and immediately repurchased 28,152,143 new Ordinary Shares which are currently held in Treasury (the "Treasury Shares"). At the time, the Company highlighted that these Treasury Shares would subsequently be available to be sold out of Treasury to meet future market demand.
As detailed in the Company's interim results released on 15 August 2016, the Company's Investment Manager has identified an attractive 200MW pipeline of assets which will support the growth of the Company over the next 12 months. The net proceeds of the Placing will enable the Company to take advantage of these and other investment opportunities as and when they become available. The Placing will be pursuant to the authority granted at the Company's AGM on 25 April 2016, allowing the allotment of up to 28,180,232 Ordinary Shares on a non pre-emptive basis.
The Placing price of 102.5 pence per Treasury Share is equal to the NAV per Ordinary Share as at 30 June 2016 plus an estimate of accrued income attributable to the Company since 30 June 2016 and a premium to cover placing costs. Treasury Shares sold under the Placing will carry an entitlement to the second quarterly dividend of 1.54 pence per Ordinary Share, as announced on 15 August 2016, in respect of the period from 1 April to 30 June 2016, which will be paid on 30 September 2016.
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 Treasury Shares by contacting either Stifel or J.P. Morgan Cazenove. The decision to allot any Treasury Shares to any qualified investors shall be at the discretion of the Company, Stifel and J.P. Morgan Cazenove.
|Placing opens||07:00am on Monday 5 September 2016|
|Latest time and date for receipt of Placing commitments||01:00pm on Thursday 8 September 2016|
|Results of Placing announced and Trade Date||Friday 9 September 2016|
|Settlement (T+2)||Tuesday 13 September 2016|
For further information, please contact:
Elena Palasmith [email protected] +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
Notes to Editors
About Foresight Solar Fund Limited ("FSFL")
FSFL is a Jersey-registered closed-end investment company. The Company invests in ground based UK solar power asset 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's 338MW, sixteen asset portfolio is fully operational and accredited.
About Foresight Group
Foresight Group was established in 1984 and today is a leading independent infrastructure and private equity investment manager with over £1.8 billion of assets under management. As one of the UK's leading solar infrastructure investment teams Foresight funds currently manage c. £1.1 billion in over 70 separate operating Photovoltaic plants in the UK, the USA and Southern Europe.
Foresight Group has offices in London, Nottingham, Manchester, Guernsey, Rome, San Francisco and Australia.
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 is neither an advertisement, a prospectus nor a financial promotion.
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 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). 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 exclusively for the Company and is acting for no-one else in connection with the Placing 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 Placing 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 Placing 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, 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 Placing 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 Placing 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 Placing and the contents of this announcement or any other transaction, arrangement or matter referred to herein.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Foresight Solar Fund Limited via Globenewswire