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.
14 March 2017
Foresight Solar Fund Limited (the "Company”)
Initial Placing and Offer Price
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 Company also announced its unaudited NAV as at 23 February 2017 of £360 million, resulting in a NAV per share of 105.6 pence (31 December 2016: 102.9 pence).
The Board announces that the Initial Placing and Offer price is being set at 107.75 pence per New Share.
The New Shares will be entitled to receive the interim dividend of 1.55p per Ordinary Share in respect of the period from 1 October 2016 to 31 December 2016 which will be paid on 5 May 2017 provided the holders of the New Shares are on the Register on 7 April 2017.
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The timetable for the Initial Issues remains unchanged as per below.
|Initial Placing and Offer|
Latest time and date for return of Forms of Proxy for the General Meeting
|4.30 p.m. on 20 March 2017|
|General Meeting||4.30 p.m. on 22 March 2017|
|Results of General Meeting||22 March 2017|
|Latest time and date for receipt of Application Forms under the Offer||11 a.m. on 28 March 2017|
|Latest time and date for commitments under the Initial Placing||11 a.m. on 29 March 2017|
|Results of Initial Placing and Offer announced||29 March 2017|
|Admission and dealings in New Shares on the Main Market of the LSE commence||8.00 a.m. on 31 March 2017|
|Crediting of CREST accounts in respect of the New Shares||31 March 2017|
|Share certificates in respect of New Shares despatched (if applicable)||on or around 10 April 2017|
|Secondary Listing and Private Placement|
|Latest time and date for commitments under the Private Placement||12 p.m. (SAST) on 29 March 2017|
|JSE Private Placement closes||12 p.m. (SAST) on 29 March 2017|
|JSE Private Placement Price announced||29 March 2017|
|Results of the Private Placement released on SENS in South Africa||29 March 2017|
|Notification of allotments||29 March 2017|
|Anticipated Secondary Listing Date and commencement of trading on the Main Board of the JSE||8.00 a.m. (SAST) on 3 April 2017|
|Accounts at CSDPs or brokers updated and accounts debited in respect of the Private Placement Shares at the commencement of trade||3 April 2017|
The dates and times specified above and mentioned throughout this document are subject to change. All references to times in this document are to London times, unless otherwise stated. In particular, subject to those matters on which the Issues are conditional, the Board may, with the prior approval of Stifel Nicolaus Europe Limited, J.P. Morgan Securities plc (which carries on its UK investment banking activities as J.P. Morgan Cazenove) and Rand Merchant Bank (a division of FirstRand Bank Limited), bring forward or postpone the closing time and date for the Issues. In the event that such time and date is changed, the Company will notify investors who have applied for New Shares of changes to the timetable either by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.
For further information, please contact:
Louise Chesworthlchesworth@foresightgroup.eu+44 (0)20 3667 8100
Stifel Nicolaus Europe Limited (Sponsor and Joint UK Bookrunner)+44 (0)20 7710 7600
J.P. Morgan Cazenove (Joint UK Bookrunner)+44 (0)20 7742 4000
Rand Merchant Bank (South African Bookrunner)+27 (0)11 282 8000
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.