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NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS, OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN
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 neither an advertisement, a prospectus nor a financial promotion. Any investment in any shares referred to in this announcement may be made only on the basis of information in the prospectus (the "Prospectus") published by Foresight Solar Fund Limited on 25 September 2014 and the supplementary prospectus (the "Supplementary Prospectus”) published on 12 March 2015, in connection with a placing programme (the "Placing Programme”) for ordinary shares of no par value each ("Ordinary Shares”), to be admitted to the Premium Listing segment of the Official List of the UK Listing Authority and to trading on the Main Market for listed securities of the London Stock Exchange.
Proposed Issue of Equity and Repurchase into Treasury
The Board of Foresight Solar Fund Limited (the "Company") announces that, today, it intends to issue 28,152,143 new Ordinary Shares (the "Shares”) under the Placing Programme to Stifel Nicolaus Europe Limited ("Stifel”) at a price of 97.1 pence per Ordinary Share (the "Issue Price”) as part of a transaction to provide the Company with funding flexibility. The Issue Price is based on the unaudited NAV per Ordinary Share as at 30 June 2015 after adjustment to exclude the second quarterly dividend of 1.52 pence per Ordinary Share, to which the Shares will not be entitled.
Following Admission, the Shares will be immediately repurchased by the Company, at the same price, to be held in treasury (the "Repurchase”). The net cash position of the Company, following the issue and Repurchase, will remain unchanged.
The Shares will subsequently be available to be sold out of treasury to meet future market demand. The net proceeds of any subsequent sales of the Shares will provide the Company with additional capital to enable it to take advantage of investment opportunities in the market. The Shares will be sold only at a premium to the prevailing NAV per Ordinary Share.
Application will be made for the Shares to be admitted to the Premium Listing segment of the Official List of the UK Listing Authority 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 Shares will commence on 23 September 2015.
Following Admission and the Repurchase, the Company expects to have 309,955,375 Ordinary Shares in issue of which 28,152,143 ordinary shares will be held in treasury. The total number of voting rights of the Company will be 281,803,232 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.
Unless otherwise defined herein, terms used in this announcement shall have the same meanings as those defined in the Prospectus and the Supplementary Prospectus.
For further information, please contact:
Elena Palasmith firstname.lastname@example.org
+44 (0)20 3667 8100
Stifel Nicolaus Europe Limited (Sponsor and Joint Bookrunner)
+44 (0)20 7710 7600
J.P. Morgan Cazenove (Joint Bookrunner)
William Simmonds+44 (0)20 7742 4000
Notes to Editors
About Foresight Solar Fund Limited (the "Company" or "FSFL")
FSFL is a Jersey-registered closed-end investment company. The Company invests in ground based UK solar power assets 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 raised proceeds of £150 million through an initial public offering of Shares on the main market of the London Stock Exchange in October 2013. In October 2014, the Company announced a Placing Programme of up to 200 million Shares, open until September 2015, under which £134.9 million has been raised to date.
About Foresight Group
Foresight Group was established in 1984 and today is a leading independent infrastructure and private equity investment manager with £1.6 billion of assets under management. As one of the UK’s leading solar infrastructure investment teams, Foresight funds currently manage over £1 billion in over 60 separate operating photovoltaic plants in the UK, the USA and Southern Europe.
Foresight Group has offices in London, Nottingham, Guernsey, Rome and San Francisco.
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 as sponsor to the Company and is acting for no-one else in connection with the matters described in this announcement and the contents of this announcement 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 Issues, the Repurchase and the contents of this announcement or any other matter referred to herein.