Foresight Solar Fund Limited Publication of Prospectus
Not for release, publication, or distribution, directly or indirectly, in whole or in part, to US persons or into or within the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa, Japan, or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus")published by Foresight Solar Fund Limited today in connection with the initial public offering and the admission of its ordinary shares to the premium segment of the Official List of the UK Listing Authority (the "Official List") and to trading on London Stock Exchange plc's main market for listed securities (the "London Stock Exchange"). A copy of the Prospectus will shortly be available from www.foresightsolarfund.co.uk. This announcement is not an offer to sell, or a solicitation of an offer to acquire securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of, or be relied on, in connection with or act as an inducement to enter into any contract or commitment whatsoever.
20 SEPTEMBER 2013
Foresight Solar Fund Limited Publication of Prospectus
Foresight Solar Fund Limited ("Foresight Solar Fund" or the "Company") today announces the publication of the prospectus dated 20 September 2013 (the "Prospectus") in relation to an initial public offering ("IPO") by way of a placing and offer for subscription of up to 200 million ordinary shares of no par value at a price of 100p per ordinary share (the "Issue").
Foresight Solar Fund intends to invest the net proceeds of the Issue in an identified portfolio of UK ground based solar power plants to achieve its objective of providing shareholders with a sustainable and increasing dividend with the potential for capital growth over the long term.
It is intended that the Company will seek admission of its shares to the premium listing segment of the Official List of the UK Listing Authority and for all such shares to be admitted to trading on the main market of the London Stock Exchange ("Admission"). The Company is structured as a Jersey incorporated closed-ended investment company with an indefinite life.
The IPO is being structured as a placing primarily targeted at institutional investors and an offer for subscription available to individual investors in the UK, who are likely to be eligible to hold such investment via an ISA. The Ordinary Shares should also be eligible for inclusion in a UK SIPP.
RBC Capital Markets has been appointed as sole Global Co-ordinator, Sponsor and Bookrunner to the Company. Winterflood Securities Limited has been appointed as the Co-Lead Manager.
Commenting on the announcement, Jamie Richards, Partner of Foresight Group, said:
"On Admission, the Foresight Solar Fund is expected to be the largest solar-focused UK listed fund, and, with binding commitments in place to acquire a portfolio of operating assets, presents investors with an infrastructure risk profile and the more predictable returns that UK solar offers over wind. A Government support regime which provides a stable 20 year revenue stream rising in line with RPI and the increasing availability of utility scale solar assets makes it the right time to launch the Company now.The UK solar sector is predicted to continue to grow in the coming years providing opportunities for further growth for the Company. Having issued the largest UK Solar Bond to date earlier this year and with approximately £450 million of solar assets under management, Foresight Group has proven expertise in solar investment and is well positioned to deliver on investor interest in this space."
|Offer for Subscription closes:||1pm, Tuesday 15 October 2013|
|Latest date for receipt of Placing commitments:||3pm, Wednesday 23 October 2013|
|Announcement of the results of the Issue:||Thursday 24 October 2013|
|Admission to the Official List and commencement of dealings on the London Stock Exchange:||Tuesday 29 October 2013|
|Despatch of share certificates:||By 8 November 2013|
The dates and times specified above and mentioned throughout the Prospectus are subject to change. Capitalised terms not otherwise defined in this announcement have the meaning given to them in the Prospectus.
Should investor appetite exceed the proposed 200 million Ordinary Shares, there is an option to extend the Issue by an additional 50 million Ordinary Shares.
Availability of the Prospectus
The Prospectus has been approved by the UK Listing Authority. A copy of the Prospectus will be available for inspection at the National Storage Mechanism which is located at www.morningstar.co.uk/uk/NSM. Copies of this document are also available for collection, free of charge during normal business hours from the offices of Dickson Minto, Broadgate Tower, 20 Primrose Street, London, EC2A 2EW and at the registered office of the Company up to and including the date of Admission. The Prospectus will also shortly be available to view on the Company's website www.foresightsolarfund.co.uk
|01732 471 800|
|RBC Europe Limited|
|020 7653 4000|
|Winterflood Securities Limited||Darren Willis||020 3100 0000|
|Citigate Dewe Rogerson|
|020 7638 9571|
Investment Objective and Target Returns
The Company's investment objective is to provide investors with a sustainable and increasing dividend together with the potential for capital growth over the long term from investing in a diversified portfolio of predominantly UK ground based solar assets.
Whilst not forming part of its investment policy, the Company intends to pay an initial annual dividend of 6p per Ordinary Share from 1 January 2014¹. The Board intends to increase the dividend in line with inflation. The Company will seek to enhance these returns through active management of its solar power plants and will seek to grow its investment portfolio through additional asset acquisitions throughout its life.
The Directors believe that an investment in the Company offers the following attractive characteristics:
Strong regulatory support, favourable radiation levels and low radiation variability
The UK Government has provided strong regulatory support for renewable energy and has included solar as a "key technology" to meet its 2020 carbon targets. The ROC regime provides a stable 20 year subsidised revenue stream that increases over time in line with RPI. Solar irradiance is less variable than wind speed and the UK has favourable radiation levels particularly in the south of England where they are consistent with those of Germany, the world’s largest solar market by installed capacity. This combination of Government support and consistent, favourable radiation levels is expected to enable the Company to provide investors with an attractive and predictable financial return from a portfolio of operational ground based solar power plants predominantly in the UK.
Binding agreements to acquire, subject to the satisfaction of certain conditions, investments in a committed portfolio comprising interests in six utility scale solar power plants in the UK. Exclusivity agreements have also been entered into to acquire an exclusive portfolio comprising interests in two utility scale solar power plants in the UK. If acquired, the committed portfolio and the exclusive portfolio would represent an aggregate investment of approximately £195.5 million (inclusive of Acquisition Costs at the SPV level).
Potential for future acquisitions
The UK has a legally binding obligation to ensure that 15 per cent. of primary energy use is derived from renewable sources by 2020 and the UK Government has included solar as a "key technology" in its strategy to meet these carbon targets. As a result of the stability of the ROC incentive mechanism in the short to medium term the Directors of the Company believe that there will be an expansion of the solar sector in the UK and that the Company will be able, through Foresight Group's strong connections to developers and position in the market, to acquire future solar power plants to benefit from the growth opportunity.
Controlled exposure to power prices
Approximately 60 per cent. of the Company’s revenues are expected by the Directors to be derived from "green benefits" which are payments, primarily from sales of ROCs, for generating renewable energy. The Directors consider that this provides sufficient revenue stability to allow the Company to retain long-term exposure to electricity prices on the remaining 40 per cent. of revenues therefore benefiting from the long term real growth in electricity prices, as is forecast by well recognised independent industry power advisers.
The express indexation of revenues derived from green benefits and the degree of inflation linkage of the wholesale electricity price and operating costs provide the Company with cash flows which the Company expects to be correlated with inflation, over the long term.
Majority independent Board and experienced Investment Manager
The Board comprises individuals from relevant and complementary backgrounds offering experience in the investment management of listed funds, as well as in the energy sector from both a public policy and commercial perspective.
The Company has appointed Foresight Group CI Limited, a member of the Foresight Group which has an experienced management team in the solar and renewable infrastructure sectors, as its investment manager.
- These are targets only and not profit forecasts. There can be no assurance that these targets can or will be met and it should not be seen as an indication of the Company's expected or actual results or returns. Accordingly investors should not place any reliance on these targets in deciding whether to invest in ordinary shares or assume that the Company will make any distributions at all.
- Based on unaudited figures as at 15 August 2013.
Notes to Editors
Foresight Group was established in 1984 and is now the investment manager to 16 investment funds including five venture capital trusts whose shares are listed on the Official List of the UK Listing Authority and traded on the main market of the London Stock Exchange. Foresight Group's assets under management are currently approximately £800 million2. The group has offices in the United States and Italy as well as in the UK.
The contents of this announcement, which have been prepared by and are the sole responsibility of Foresight Solar Fund Limited ("Foresight Solar Fund" or the "Company"), have been approved by Foresight Group LLP solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA").
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of the information in the prospectus (the "Prospectus") published by the Company today in connection with the admission of the shares of the Company to the Official List of the Financial Conduct Authority ("FCA") and to trading on the London Stock Exchange plc's main market for listed securities ("Admission"). Copies of the Prospectus are available from the offices of Dickson Minto W.S., Broadgate Tower, 20 Primrose Street, London EC2A 2EW and the Company's registered office.
This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in the Company, nor shall this announcement (or any part of it) be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the shares of the Company. Any decision to purchase securities of the Company must be made solely on the individual's own investigation and analysis of the Company on the basis of information contained in the Prospectus.
RBC Europe Limited (trading as RBC Capital Markets) ("RBC"), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom, is acting as sole global co-ordinator, sponsor and bookrunner in connection with the initial public offering and Admission. Winterflood Securities Limited ("Winterflood" and, together with RBC, the "Managers"), which is authorised and regulated in the United Kingdom by the FCA, is acting as co-lead manager to the initial public offering and Admission. The Managers are acting exclusively for the Company and for no one else and will not regard any other person as a client in relation to the initial public offering and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Managers or for providing advice in relation to the initial public offering and Admission, the contents of this announcement or any transaction or arrangement or other matter referred to herein.
The information in this announcement is for information purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness.
None of the Company, Foresight Group, RBC and Winterflood and any of their respective affiliates accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or undertakes any obligation to update or revise any statement made in this announcement (including, without limitation any forward looking statements) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, Foresight Group, RBC and Winterflood and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
The shares to be issued by the Company have not been and will not be registered under the US 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. The securities may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States, or to, or for the account or benefit of, US persons (as defined in Regulation S under the Securities Act). No public offering of the securities is being made in the United States. The Company has not been and will not be registered under the US Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the shares will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the securities may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act.
This announcement, and the information contained herein, is not for viewing release, distribution or publication in or into the United States, Canada, Australia, South Africa or Japan or any other jurisdiction where applicable laws prohibit its release, distribution or publication, and will not be made available to any national, resident or citizen of the United States, Canada, Australia or Japan. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes must inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the federal securities law of the United States and the laws of other jurisdictions. This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, securities to any person in the United States, Australia, Canada, South Africa or Japan.
The initial public offering timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the initial public offering and the Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the initial public offering and Admission at this stage. Acquiring securities to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the initial public offering. The value of securities can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the initial public offering for the person concerned. Past performance or information in this announcement or any of the documents relating to the initial public offering cannot be relied upon as a guide to future performance.
In connection with the initial public offering and the Admission, each of RBC and Winterflood and any of their respective affiliates, acting as investors for their own accounts, may purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of the Company or related investments in connection with the initial public offering and the Admission or otherwise. Accordingly, references in the Prospectus, once published, to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of RBC and Winterflood and any of their affiliates acting as investors for their own accounts. RBC and Winterflood do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's board of directors' current beliefs and expectations about future events. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, the results of operations, financial condition prospects, growth and dividend policy of the Company and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.
These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Forward looking statements speak only as of the date of this announcement.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.