Foresight Solar Fund Limited - Admission to Trading on London Stock Exchange and PDMR Shareholdings
Not for release, publication, or distribution, directly or indirectly, in whole or in part, to US persons or into or within the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa, Japan, or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by Foresight Solar Fund Limited on 20 September 2013 in connection with the initial public offering and the admission of its ordinary shares to the premium segment of the Official List of the UK Listing Authority (the "Official List") and to trading on London Stock Exchange plc's main market for listed securities (the "London Stock Exchange"). A copy of the Prospectus is available from here. This announcement is not an offer to sell, or a solicitation of an offer to acquire securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of, or be relied on, in connection with or act as an inducement to enter into any contract or commitment whatsoever.
29 October 2013
Foresight Solar Fund Limited
Admission to Trading on the London Stock Exchange and PDMR Shareholdings
Further to the announcement on 24 October 2013, Foresight Solar Fund Limited (the "Company"), announces that 150,000,000 Ordinary Shares in the Company will today be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. The Ordinary Shares will trade under the ticker FSFL.
On admission the beneficial interests of Directors in the issued share capital of the Company will be as follows:
||Number of Ordinary Shares
||% of issued share capital|
On admission the beneficial interests of the members and employees of the Investment Manager in the issued share capital of the Company will be as follows:
|Members and Employees of the Investment Manager||Number of Shares||% of issued share capital|
|Foresight Group LLP||1,100,000||0.733|
|01732 471 800|
|RBC Europe Limited||
|020 7653 4000|
|Winterflood Securities Limited||Darren Willis||020 3100 0000|
|Citigate Dewe Rogerson||
|020 7638 9571|
The contents of this announcement, which have been prepared by and are the sole responsibility of Foresight Solar Fund Limited ("Foresight Solar Fund" or the "Company"), have been approved by Foresight Group LLP solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended ("FSMA").
The information in this announcement is for information purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness.
RBC Europe Limited (trading as RBC Capital Markets) ("RBC"), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom, is acting as sole global co-ordinator, sponsor and bookrunner in connection with the initial public offering and Admission. Winterflood Securities Limited ("Winterflood" and, together with RBC, the "Managers"), which is authorised and regulated in the United Kingdom by the FCA, is acting as co-lead manager to the initial public offering and Admission. The Managers are acting exclusively for the Company and for no one else and will not regard any other person as a client in relation to the initial public offering and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Managers or for providing advice in relation to the initial public offering and Admission, the contents of this announcement or any transaction or arrangement or other matter referred to herein.
None of the Company, Foresight Group LLP, RBC and Winterflood and any of their respective affiliates accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or undertakes any obligation to update or revise any statement made in this announcement (including, without limitation any forward looking statements) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, Foresight Group LLP, RBC and Winterflood and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
The shares referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States, or to, or for the account or benefit of, US persons (as defined in Regulation S under the Securities Act). No public offering of the securities is being made in the United States. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act") and, as such, holders of the shares will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the securities may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act.
This announcement, and the information contained herein, is not for viewing release, distribution or publication in or into the United States, Canada, Australia, South Africa or Japan or any other jurisdiction where applicable laws prohibit its release, distribution or publication, and will not be made available to any national, resident or citizen of the United States, Canada, Australia or Japan. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes must inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the federal securities law of the United States and the laws of other jurisdictions. This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, securities to any person in the United States, Australia, Canada, South Africa or Japan.
In connection with the initial public offering and the Admission, each of RBC and Winterflood and any of their respective affiliates, acting as investors for their own accounts, may purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of the Company or related investments in connection with the initial public offering and the Admission or otherwise. Accordingly, references in the Prospectus to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of RBC and Winterflood and any of their affiliates acting as investors for their own accounts. RBC and Winterflood do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.