Foresight Solar Fund Limited: Results of Initial Placing, Offer and Private Placement

THIS ANNOUNCEMENT, 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 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 CONTAINS INSIDE INFORMATION.
 
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 the prospectus 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.
 
29 March 2017
Foresight Solar Fund Limited (the "Company”) 
Results of Initial Placing, Offer and Private Placement
On 3 March 2017, the Board of Foresight Solar Fund Limited (the "Company") announced its intention to raise in excess of £50 million by way of an Initial Placing and Offer for Subscription (the "Initial Placing and Offer") and a secondary listing ("Secondary Listing") on the main board of the securities exchange operated by the JSE Limited ("JSE") and Private Placement in South Africa (the "Private Placement") of new Ordinary Shares ("New Shares") (together the "Initial Issues"). 
The Board is pleased to announce that £78.5 million of gross proceeds has been raised entirely from UK  investors in the Initial Placing and Offer, exceeding the initial target of £50 million.  Proceeds of the Initial Placing and Offer will allow the Company to repay the outstanding amounts under the short-term Revolving Credit Facility ("RCF”) and position the Company to take advantage of its attractive near-term pipeline.
 
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In response to the additional demand, the Board has elected to issue a total of 72,850,624 New Shares (subject to Admission), of which 70,664,031 New Shares will be issued pursuant to the Initial Placing and 2,186,593 New Shares will be issued pursuant to the Offer for Subscription. Based on the strong demand from UK investors the Board has elected to postpone the Company’s proposed Secondary Listing on the JSE at this time. The Company will continue to evaluate the opportunity for a Secondary Listing in South Africa. 
 
Application has been made for the New Shares to be admitted to the Official List and to trading on the London Stock Exchange's Main Market for listed securities ("Admission"). It is expected that Admission will become effective and dealings in the New Shares will commence on 31 March 2017.
 
Commenting on the fundraising, Alexander Ohlsson, Chairman, said:
 
"We are delighted with the result of the Initial Placing and Offer, with support from both existing and new investors meaning the initial target was exceeded. Proceeds of the Initial Placing and Offer will be deployed to refinance the Company’s short-term RCF, thereby avoiding any cash drag on investor funds, and positions the Company to take advantage of its attractive near-term pipeline of UK solar assets."
 
Following Admission, the Company expects to have 413,801,536 Ordinary Shares in issue. The total number of voting rights of the Company will be 413,801,536 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.
BlackRock Inc & its Associates ("BlackRock”), a Related Party to the Company has subscribed for 25,200,000 Ordinary Shares under the Initial Placing and Offer at the Initial Placing and Offer price. Following Admission BlackRock is expected to have a shareholding of 58,490,469 Ordinary Shares in the Company representing approximately 14% of the enlarged issued share capital of the Company.
 
For further information, please contact:
 
Foresight Group
Louise Chesworthlchesworth@foresightgroup.eu+44 (0)20 3667 8100
Stifel Nicolaus Europe Limited (Sponsor and Joint UK Bookrunner)+44 (0)20 7710 7600
Mark Bloomfield
Neil Winward
Tunga Chigovanyika
J.P. Morgan Cazenove (Joint UK Bookrunner)+44 (0)20 7742 4000
William Simmonds
Anne Ross
Oliver Kenyon
Rand Merchant Bank (South African Bookrunner)+27 (0)11 282 8000
Irshaad Paruk
Samuel Barton-Bridges
IMPORTANT NOTICE
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 into any other jurisdiction where to do so might constitute a violation or breach of any applicable law.  The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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 in any jurisdiction in which such offer or solicitation is unlawful (the "Excluded Territories"). 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 any state, province or territory of the Excluded Territories and, subject to certain exceptions, may not be offered or sold into or within any of the Excluded Territories or to any national, resident or citizen of any of the Excluded Territories. 
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 Nicolaus Europe Limited ("Stifel"), J.P. Morgan Securities plc, which carries on its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") or Rand Merchant Bank, a division of FirstRand Bank Limited ("RMB") 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 is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"). Stifel is acting as sponsor and joint UK bookrunner to the Company and is acting for no-one else in connection with the Issues, this announcement or any other matters referred to in this announcement, and will not regard any other person as its client in relation to the Issues or any other matters referred to in this announcement. Stifel will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Issues or any other matter referred to in this announcement.
J.P. Morgan Cazenove is authorised by the Prudential Regulatory Authority (the "PRA") and is regulated in the United Kingdom by the FCA and PRA. J.P. Morgan Cazenove is acting as joint UK bookrunner to the Company and is acting for no-one else in connection with the Issues, this announcement or any other matters referred to in this announcement, and will not regard any other person as its client in relation to the Issues or any other matters referred to in this announcement. J.P. Morgan Cazenove will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Issues or any other matter referred to in this announcement.
RMB is authorised and regulated by the Financial Services Board of South Africa. RMB is acting as JSE sponsor and South African bookrunner to the Company and is acting for no-one else in connection with the Issues, this announcement or any other matters referred to in this announcement, and will not regard any other person as its client in relation to the Issues or any other matters referred to in this announcement.  Apart from the responsibilities and liabilities, if any, which may be imposed on it by the Financial Services Board of South Africa or the regulatory regime established thereunder, RMB will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Issues or any other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Stifel and J.P. Morgan Cazenove under the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Stifel nor J.P. Morgan Cazenove nor any of their respective affiliates accept any responsibility or liability whatsoever for, nor make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by the Company, or on the Company’s behalf, or by Stifel or J.P. Morgan Cazenove, or on behalf of Stifel or J.P. Morgan Cazenove in connection with the Company, the Issues or the New Shares and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. To the fullest extent permitted by law, each of the Stifel and J.P. Morgan Cazenove and their respective affiliates disclaim all and any duty, liability or responsibility whatsoever, whether direct or indirect and whether in contract, in tort, under statute or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.