Foresight Solar Fund Limited Results of the Issue
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 on 20 September 2013 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 is 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.
FORESIGHT SOLAR FUND LIMITED
24 OCTOBER 2013
RESULT OF PLACING AND OFFER FOR SUBSCRIPTION
On 20 September 2013, Foresight Solar Fund Limited (the "Company") published a prospectus (the "Prospectus") in relation to an initial public offering by way of a placing and offer for subscription of ordinary shares of no par value in the capital of the Company (the "Ordinary Shares") at an issue price of 100 pence per Ordinary Share (the "Placing and Offer for Subscription").
The Board of the Company is pleased to announce that applications have been received for 150 million Ordinary Shares under the Placing and Offer for Subscription. Applications have been satisfied in full raising gross proceeds of £150 million.
RBC Capital Markets acted as sole Global Co-ordinator, Sponsor and Bookrunner to the Company. Winterflood Securities Limited acted as Co-Lead Manager.
Applications have been made to the UK Listing Authority for admission of 150 million Ordinary Shares to the premium segment of the Official List and to the London Stock Exchange for all such Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.
It is expected that Admission will become effective and dealings in the Ordinary Shares will commence on the London Stock Exchange at 8.00 a.m. on 29 October 2013. The Ordinary Shares will trade under the ticker FSFL.
The total number of Ordinary Shares with voting rights in the Company immediately following Admission will be 150 million Ordinary Shares.
Defined terms used in this announcement shall have the same meanings as in the Prospectus unless the context requires otherwise.
For further details contact:
|01732 471 800|
|RBC Europe Limited|
|020 7653 4000|
|Winterflood Securities Limited||Darren Willis||020 3100 0000|
|Citigate Dewe Rogerson|
|020 7638 9571|
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, as amended ("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 on 20 September 2013 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 LLP, 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 LLP, 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 referred to herein 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, as amended (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 date of Admission may be influenced by a range of circumstances such as market conditions. 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 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.