Foresight Solar Fund Limited : Publication of Prospectus and Circular including Notice of General Meeting

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 an advertisement and not a prospectus.  Any investment in any shares referred to in this announcement may be made only on the basis of information in a prospectus to be published by Foresight Solar Fund Limited on 3 March 2017, in connection with an initial placing, offer for subscription, private placement and a placing programme of ordinary shares of no par value each, to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the Main Market for listed securities of the London Stock Exchange plc.

To view or print this announcement from a pdf click here
The Company is pleased to announce the publication of a prospectus relating to the issue of up to 250 million new ordinary shares of no par value each in the capital of the Company pursuant to an initial placing, offer for subscription, private placement and a placing programme (the "Prospectus”).
The Company also announces the publication of a Circular including notice of a general meeting to be held at 4.30p.m. on 22 March 2017 at Elizabeth House, 9 Castle Street, St. Helier, Jersey JE2 3RT (the "General Meeting") to seek authority from Shareholders to approve the following recommended Proposals:
  • the disapplication of pre-emption rights in respect of the issue of up to 250 million New Shares pursuant to the Issues );
  • a Related Party Transaction that may arise if BlackRock, having been a substantial Shareholder in the Company wish to participate in the Issues;
  • amendments to the Company's investment objective and policy principally to allow for a more flexible debt structuring policy and access to a wide pipeline of attractive opportunities;  and
  • amendments to the Articles for the purposes of permitting electronic communications with Shareholders and amending the quorum provisions at Board meetings.
Initial Placing, Offer for Subscription, Private Placement and Placing Programme
The Board has today announced its intention to raise in excess of £50 million, by way of an Initial Placing and Offer for Subscription (and Private Placement in South Africa of New Shares. The Board has also announced its intention to implement a Placing Programme in relation to up to 250 million New Shares less any New Shares issued under the Initial Issues. 
The Company does not have any authority remaining to issue any further shares on a non pre-emptive basis and is therefore seeking the disapplication of pre-emption rights in respect of the issue of up to 250 million New Shares pursuant to the Issues.
If such authority is granted by Shareholders at the General Meeting, the Directors will only use that authority to issue shares at a premium to the net asset value per share. This authority, if granted, will expire at the conclusion of the Company's next annual general meeting or on the date falling 15 months after the date that the resolution is passed, whichever is earlier.
The Board believes that the Issues should provide the following benefits:
  • provide the Company with additional capital which would enable it to take advantage of current investment opportunities in the market and make further investments in accordance with the Company’s investment policy; 
  • maintain the Company’s ability to issue shares and enable the Company to better manage any premium at which the Shares trade to Net Asset Value; 
  • enhance the Net Asset Value per Share of existing Shares through issuance at a premium to the prevailing Net Asset Value per Share; 
  • diversify further the Shareholder register, potentially enhancing the liquidity in the market for the Company’s Shares; and 
  • allow the Company’s operating costs to be spread across a larger capital base, which should help improve returns to investors through a reduction in the Ongoing Charges Ratio.
The Related Party Transaction
BlackRock is a substantial shareholder in and related party to the Company, pursuant to the Listing Rules, having been a substantial shareholder in the past 12 months. BlackRock has made no commitment to subscribe for any New Shares under the Issues.  However, BlackRock may wish to participate in the Initial Placing and/or Placing Programme and such participation would be a related party transaction under the Listing Rules.  The Directors believe that it would be in the interests of all Shareholders to allow a substantial Shareholder such as BlackRock to continue its support for the Company.  The Company is therefore seeking approval from Independent Shareholders (i.e. Shareholders other than BlackRock and its associates) for BlackRock to be able to participate in the Initial Placing and/or Placing Programme. Should BlackRock choose to participate in the Initial Placing or any Placing under the Placing Programme then its participation will be on the same terms as the other Placees.  
However, BlackRock is not permitted to subscribe for New Shares pursuant to the Issues if: (i) the aggregate gross proceeds in respect of its participation over the course of the Issues represents more than 24.99 per cent. of the market capitalisation of the Company as at 3 March 2017 or of the Net Asset Value of the Company as at 3 March 2017; and (ii) the aggregate number of New Shares it subscribes for under the Issues, together with its existing holding of Ordinary Shares, represent more than 24.99 per cent. of the total issued ordinary share capital of the Company as at 3 March 2017. BlackRock could subscribe for New Shares under the Issues (on the same terms as the other Placees) without the approval of the Independent Shareholders, provided that the aggregate gross proceeds over a 12 month period represented 0.25 per cent. or less of the market capitalisation of the Company at the time of allocation to BlackRock. 

The proposed changes to the investment objective and policy
Furthermore, as part of the Proposals, in the light of the maturing of the solar power market place for investment opportunities, the Company’s investment objective is proposed to be changed to reduce the focus on the potential for capital growth. The Company will pursue its focus on delivering sustainable and inflation-linked quarterly dividends. Accordingly the new objective is proposing that the Company aims to preserve and where possible enhance capital value through the reinvestment of excess cash flows, not required for the payment of dividends, generated from investing in a diversified portfolio of predominantly UK ground-based solar PV assets
In order to provide the Company with greater flexibility and wider opportunities when acquiring assets, the Board is also proposing to amend the Company’s investment policy in order to allow for a more flexible debt structuring policy and access to a wider pipeline of attractive opportunities.
Since its launch in 2013, the Company has, in accordance with its current investment policy, only been able to invest in ground based solar power plants in the primary market and, as a reflection of this at present, the Company’s investment policy does not allow gearing at the asset level. However, given the growth of UK installed solar capacity over the past five years, the investment opportunities within the secondary market are increasing and are expected to increase further. As these ground based solar power plants have already been owned, most likely by construction companies, solar developers or panel manufacturers, it is commonplace for the vendors in the secondary market to have incurred debt at the asset level. The Board is therefore proposing that the restriction contained within the Company’s investment policy in relation to asset level gearing be removed and that asset level gearing be permitted in the future.
The investment policy and the Articles contain a hard gearing limit of 50 per cent. of the Group's Gross Asset Value. The Board is not proposing to amend this hard limit or the method used to calculate this hard limit.  Any Group gearing (including any asset level gearing and any revolving credit facilities) will be included in the calculation of this hard gearing limit.  Intra-group borrowings (i.e. borrowings between members of the Group) will continue to be excluded.
The investment policy also contains the Board’s current intention that gearing, calculated as borrowings as a percentage of the Gross Asset Value, will not exceed 40 per cent. at the time of drawdown. In calculating compliance with this limit, the Company currently takes into account all long-term gearing and revolving credit facilities. In order to provide further flexibility to the Group’s debt structuring policy it is proposed that revolving credit facilities be excluded from the calculation of this limit going forward. Any long-term gearing at asset level (but not any revolving credit facilities that are put in place at asset level) will, if these amendments are approved by Shareholders, also be included within the calculation of the Board’s current 40 per cent. gearing limit. Intra-group borrowings (i.e. borrowings between members of the Group) will continue to be excluded.
The Company is also proposing to amend the investment policy in order to reflect that a significant proportion of the expected income stream is derived from regulatory support (which will consist of, for example and without limitation, ROCs and FiTs for UK assets) as opposed to being derived from green benefits (which consist of, for example, ROCs, FiTs and LECs). This proposed change will allow the Group’s income stream to be derived from a wider range of support, benefits and subsidies. It also reflects the change in UK Government policy to withdraw the Levy Exempt Certificates which took place in 2015.

The proposed changes to the Company's Articles
The Company is also seeking to amend its Articles to permit electronic communications with its Shareholders and amend the quorum provisions for Board meetings in order to provide the Board with further flexibility. However the Board will continue to ensure that non-Jersey resident Directors cannot control the Board.
Board recommendation
The Board which has been so advised by Stifel, considers that the Related Party Transaction is fair and reasonable so far as Shareholders are concerned.  In providing its advice, Stifel has taken into account   the Board's commercial assessments.  The Board also considers that the passing of each of the Resolutions is in the best interests of the Company and  unanimously recommends Shareholders to vote in favour of the Resolutions being proposed at the General Meeting. Mr Ohlsson and Mr Dicks, who in aggregate have an interest in 76,433 Ordinary Shares (being 0.02 per cent. of the Company’s issued share capital), intend to vote their entire beneficial holdings in favour of the Resolutions. Mr Ambler has confirmed that he intends to subscribe, under the Offer, for approximately 10,000 New Shares subject to applicable laws and regulations.
General Meeting
The Proposals are subject to Shareholder approval. Accordingly, a notice convening the General Meeting of the Company to be held at Elizabeth House, 9 Castle Street, St Helier, Jersey JE4 2QP at 4.30 p.m. on 22 March 2017 is included in the Circular being posted to Shareholders.  
Publication of Circular and Prospectus
Further details of the Proposals can be found in the Circular, which will shortly be posted to Shareholders.  In addition, the Company has published a prospectus which is available on the Company's website.
An electronic copy of each of the Prospectus and the Circular is also available on the Company's website 
A copy of the each of the Circular and the Prospectus can be inspected at the National Storage Mechanism website at
Foresight Group
Elena (0)20 3667 8100
Louise (0)20 3667 8100

Stifel Nicolaus Europe Limited (Sponsor and Joint Bookrunner) +44 (0)20 7710 7600
Mark Bloomfield
Neil Winward
Tunga Chigovanyika

J.P. Morgan Cazenove (Joint Bookrunner) +44 (0)20 7742 4000
William Simmonds
Anne Ross
Oliver Kenyon

Restricted Disclaimer


Before accessing this website you must confirm you meet the below criteria and are happy to proceed based on the information provided. If you are not able to make this confirmation you must not proceed any further and should decline to accept these terms.



The information contained within this website is issued by Foresight Solar Fund Limited in good faith and is provided for reference purposes only. Nothing herein is intended to be construed as an offer, invitation or inducement to engage in investment activity, or investment advice or recommendation, in relation to the shares of Foresight Solar Fund Limited (or any other entity), and should not be relied upon as such by any person. For the avoidance of doubt, the information provided in this website does not constitute advice or personal recommendation. If you are unsure about the meaning of any information provided on this website, please consult your financial or other professional adviser. Foresight Solar Fund Limited, Foresight Group LLP and Foresight Group CI Limited cannot and do not offer investment advice.

Prospective investors in Foresight Solar Fund Limited should carefully read the terms and conditions of any current legal documents, as well as all other documents that may be required on the basis of local provisions of law and regulations, before making any investment decision. Prospective investors should be aware that this website may not provide all the information which is necessary or desirable to make an investment decision and should undertake their own due diligence. Where relevant, a Prospectus will be prepared and it shall contain more complete information about the shares and should be read carefully before investing. A detailed study of the legal information and indications of risk contained within any Prospectus is of particular importance. Investment decisions should not be made on the basis of information on this website only.

It is recommended that persons take advice from their financial or other professional advisers before making any investment decision.

Nothing on this website is directed at any person outside the UK where the publication or availability of such information is prohibited or restricted. The information contained herein and on the pages that follow does not constitute an offer to purchase securities in the United States or in any jurisdiction in which such an offer or solicitation would be unlawful. In particular it should be noted that the ordinary shares of Foresight Solar Fund Limited have not been and will not be registered under the U.S. 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 and Foresight Solar Fund Limited has not registered, and does not intend to register, as an investment company under the U.S. Investment Company Act 1940 (the "Investment Company Act"). Accordingly, the ordinary shares of Foresight Solar Fund Limited may not be offered, sold, resold, pledged, distributed or otherwise transferred or delivered into or within the United States or to, or for the account or benefit of, any US persons (as defined in Regulation S under the Securities Act) except in a transaction meeting the requirements of an applicable exemption from the registration requirements of the Securities Act and in a manner that would not require registration of Foresight Solar Fund Limited under the Investment Company Act. There will be no offer of the ordinary shares of Foresight Solar Fund Limited in the United States.

If you are accessing this website from the Republic of South Africa, (or any person for whom you are acting) is in South Africa, you hereby confirm that you (and any such person) are included in the categories of persons pertaining to "offers that are not offers to the public" as contained in section 96(1) of the South African Companies Act.

This website should not be considered to be an invitation or inducement to engage in investment activity. Regardless, the information contained on the pages that follow is directed only at persons outside the United Kingdom to whom it is lawful to communicate to and/or persons within the UK who are (i) persons having 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), or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended); provided that in the case of persons falling into categories (i) or (ii), the communication is only directed at persons who are also "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (each a "Relevant Person"). Any investment or investment activity to which the information contained on the pages that follow relates is available only to and will be engaged in only with such Relevant Persons. Persons within the United Kingdom (other than persons falling within (i) and (ii) above) should not rely on or act upon the information contained on the pages that follow.

The information on this website is subject to copyright with all rights. It must not be reproduced, copied or redistributed in whole or in part. Third party links or other external websites accessed via this website will not have been developed or otherwise reviewed by Foresight Solar Fund Limited, Foresight Group LLP or Foresight Group CI Limited, and none of these  entities is responsible for damages or losses caused by any delays, defects or omissions that may exist in the services, information or other content provided in this website.

If you are not permitted to view any Prospectus and/or other materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

General Risk Warning:

Please remember that past performance of an investment is not necessarily a guide to future performance. The value of an investment and the income from it can fall as well as rise as a result of market and currency fluctuations and you may not get back the amount originally invested. The market value of the shares of Foresight Solar Fund Limited may not reflect the underlying net asset value of the investments held by Foresight Solar Fund Limited. Foresight Solar Fund Limited is able to borrow to raise further funds for investment purposes if the fund manager and the board of directors consider that it may be commercially advantageous to do so. This is generally described as "gearing". An investment fund which has made investments as a result of gearing may have a more volatile share price as a result; gearing can increase shareholder returns in rising markets but conversely can increase the extent to which the value of the funds attributable to shareholders decreases in falling markets. Tax assumptions may change if the law changes and the value of tax relief (if any) will depend upon your individual circumstances. Investors should consult their own tax advisers in order to understand any applicable tax consequences.

The information on the pages that follow may contain forward looking statements.  Any statement other than a statement of historical fact is a forward looking statement.  Actual results may differ materially from those expressed or implied by any forward looking statement.  Foresight Solar Fund Limited does not undertake any obligation to update or revise any forward looking statements, whether as a result of new information, future events, or otherwise.  You should not place undue reliance on any forward looking statement, which speaks only as of the date of its issuance.

Nothing in this website should be construed as investment, tax, legal, or other advice, nor is it to be relied upon in making an investment decision. Those accessing the website should consult their financial advisers regarding the suitability of any of the products referred to on this website. 


Foresight Solar Fund Limited believes that the information displayed on this website is accurate as at the date of publication, but we do not warrant or guarantee the accuracy, completeness or currentness of any information (including any opinions or projections). To the fullest extent permitted by law Foresight Solar Fund Limited and its directors, advisers or representatives shall not have any responsibility or liability whatsoever (for negligence or otherwise) for any loss howsoever arising from any use of this website or its contents or otherwise arising in connection with this website. Further, the information displayed may be amended at any time and without notice. By continuing to use this website, you agree to the exclusion by us, to the extent permitted by applicable law and regulation, of any and all liability for any direct, indirect, punitive, consequential, incidental, special or other damages, including, without limitation, loss of profits, revenue or data arising out of or relating to your use of and our provision of this website and its content. Reference in this website and/or the materials to any hypertext link, product, process, or service does not imply Foresight Solar Fund Limited’s support for, or endorsement or recommendation of the provider thereof or the product, process, or service to which reference is made. Foresight Solar Fund Limited's website may contain hypertext links to other websites, resources, or other third parties.  Foresight Solar Fund Limited is not responsible for the availability of, and accepts no liability in relation to, these external websites or their contents.  Foresight Solar Fund Limited is not a sponsor, partner, promoter, or publisher of any such website.

By proceeding, you are representing that you have understood and accepted the terms, conditions and restrictions noted herein. You also (i) agree that such information will apply to any subsequent access to the website, and that all such subsequent access will be subject to the disclaimers, risk warnings and other information set out herein and (ii) warrant that no other person will access this website from the same computer and logon as you are currently using.

Enforcement of terms and conditions

These terms and conditions are governed and interpreted pursuant to the laws of England and Wales. If any part of these terms and conditions is deemed unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. None of these terms and conditions are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to its terms.

If you are dissatisfied with any aspect of this website, or of its contents, your sole and exclusive remedy is to discontinue use of this website.