Foresight Solar Fund Limited ("Foresight Solar" or "the Company")
Proposed change to Investment Policy, publication of Circular and Notice of Extraordinary General Meeting
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The Board of Directors of Foresight Solar Fund Limited, together with the Investment Manager, is pleased to announce the intention to seek shareholder approval to amend the Company’s investment policy to allow for up to 10 per cent of the Company's Gross Asset Value ("GAV"), at the time of investment, to be invested into utility scale battery storage system opportunities (“BSS”), the majority of which are currently intended to be located adjacent to the Company's existing PV solar sites.
Foresight Solar was launched in October 2013 with the objective of providing Shareholders with a sustainable, progressive quarterly dividend and enhanced capital value by investing in ground-based solar power plants in the UK and internationally. Since launch, the Company has acquired 58 ground based solar power plants, 50 of which are in the UK, and has paid all its target dividends to date.
During this period of time, the renewable technology markets in which it operates have, experienced a continuous period of growth, supported by worldwide commitments to decarbonise and decreasing solar installation costs. This trend is expected to create an attractive environment for further investment in solar power plants in the UK and internationally, either through renewable energy support mechanisms or, increasingly, on a subsidy-free basis. The continued growth in renewable energy generation is also expected to create a requirement for greater system flexibility as energy systems transition from a model of centralised generation and transmission to more flexible and decentralised systems. Battery storage systems are expected to have a significant role in the energy transition process, with the Company’s existing portfolio of operational solar power plants offering utility scale BSS co-location opportunities subject to available grid connection capacity and existing land lease agreements.
The Company will shortly publish a circular which sets out the background to and reasons for the proposed change to the Company's investment policy, and to explain why the Board recommends you vote in favour of the requisite resolution to be proposed at the General Meeting (the “Circular”). The Company's existing investment policy and the New Investment Policy are set out in full in Part 2 of the Circular.
Benefits of the proposed change
The Board believes that the proposed change to the Company's current investment policy will have the following benefits for Shareholders:
- provide increased scale, diversification and operating efficiencies to the Company’s portfolio;
- provide access to attractive returns on a risk adjusted basis from BSS assets to support the Company's dividend policy;
- allow the Company to continue to deploy funds in the Company's core UK market through BSS acquisitions, where possible without having to participate in competitive third-party sales processes; and
- broadening the base of the Company's renewable technologies will provide access to asset level distributions within a short-period following investments (generally six to nine months for assets under construction).
The Listing Rules require any proposed material changes to the Company's published investment policy to be submitted to the FCA for prior approval. The FCA has approved the New Investment Policy. The Listing Rules also require the approval of Shareholders prior to any material changes being made to the Company's published investment policy.
A notice convening the General Meeting which is to be held at 28 Esplanade, St Helier, Jersey, JE2 3QA on 15 February 2021 at 4.00 p.m. is set out at the end of this document. At this meeting an ordinary resolution will be proposed in respect of the New Investment Policy.
In order to be passed, it will require the approval of Shareholders representing at least 50 per cent. of the votes cast at the meeting. The Company's articles of association provide that at the General Meeting each Shareholder present in person or by proxy or who (being a corporation) is present by a representative shall, on a show of hands, have one vote and on a poll, shall have one vote for each Share of which he/she is a holder.
Given the risks posed by the spread of COVID 19 and in accordance with the provisions of the Company’s articles of association and Government guidance, the Directors will impose entry restrictions on attendance at the General Meeting in order to ensure the health, wellbeing and safety of the Company’s shareholders and officers as well as compliance with the venue’s security requirements. It should be noted that, in the light of these current circumstances, it is anticipated that only duly appointed representatives of the Company will be present in person to ensure that the quorum requirement under the Company’s articles of association is met. However, Shareholders may and are strongly encouraged to participate in the business of the General Meeting by exercising their votes in advance of the General Meeting by completing and returning the Form of Proxy.
Action to be taken
You are requested to complete and return the Form of Proxy accompanying the Circular in accordance with the instructions printed thereon so as to be received by the Registrars as soon as possible but in any event by no later than 4.00 p.m. on 11 February 2021. The completion and return of the Form of Proxy will ensure your vote is registered despite you being precluded from attending the General Meeting and voting in person.
The Board considers that the proposed changes to the Company's investment policy as set out in this document and the resolution to be proposed at the General Meeting are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the resolution to be proposed at the General Meeting.
The Board intends to vote in favour, or procure votes in favour, of the resolution at the General Meeting in respect of the Directors' own beneficial holdings of Shares, which in aggregate amount to 134,346 Shares (representing approximately 0.0002 per cent, of the issued Share capital (excluding Shares held in treasury) of the Company as at the date of this document).
Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.
For further information, please contact:
Jonathon McManus +44 (0)20 3667 8147
Jefferies International Limited +44(0)20 7029 8000
Gaudi Le Roux
Citigate Dewe Rogerson +44 (0)20 7638 9571