TIDMFSFL
THIS ANNOUNCEMENT, INCLUDING THE APPIX, 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 THE REPUBLIC OF SOUTH AFRICA 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 OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION.
Foresight Solar Fund Limited: Proposed Tap Issuance
The Board of Foresight Solar Fund Limited (the "Company") is pleased to
announce a proposed tap issuance of up to 30,995,537 ordinary shares in
the capital of the Company (the "New Shares"), representing
approximately 9.99 per cent. of the Company's issued share capital at an
issuance price of 103.00 pence per New Share (the "Tap Issuance").
Foresight Group CI Limited (the "Investment Manager") believes the UK
solar market remains attractive, particularly given the recent recovery
and positive momentum in UK wholesale power prices. As detailed in the
Company's interim results released on 15 August 2016, the Investment
Manager has identified an attractive pipeline of over 200MW to support
the growth of the Company over the next twelve months. From this
pipeline, the Company has entered into exclusivity/binding agreements to
purchase operational, fully accredited UK solar assets totaling 82MW
which it expects to acquire before the year end. The assets under
exclusivity are a combination of 1.4 and 1.3 ROC assets.
The net proceeds of the proposed Tap Issuance will enable the Company to
take advantage of these and other investment opportunities as and when
they become available.
The Tap Issuance is being conducted, subject to the satisfaction of
certain conditions, through a bookbuild process which will be launched
immediately following this announcement. Stifel Nicolaus Europe Limited
("Stifel") and J.P. Morgan Securities plc, which carries on its UK
investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), are acting as joint bookrunners in connection with the Tap
Issuance. Members of the public are not entitled to participate in the
Tap Issuance.
The Tap Issuance is being effected pursuant to the authority granted at
the Company's General Meeting on 18 October 2016, permitting the
allotment of up to 30,995,537 ordinary shares in the capital of the
Company (the "Ordinary Shares") on a non pre-emptive basis. The Tap
Issuance price of 103.00 pence per New Share is equal to the NAV per
Ordinary Share of 100.7 pence as at 30 September 2016 plus an estimate
of accrued income attributable to the Company since this date, plus a
premium to cover issuance costs.
The New Shares will, when issued, be fully paid and will rank pari passu
in all respects with the existing Ordinary Shares, including in respect
of the right to receive all future dividends and distributions declared,
made or paid by reference to a record date falling after their issue,
including without limitation an entitlement to the third quarterly
dividend of 1.54 pence in respect of the period from 1 July to 30
September 2016, which was approved by the Directors on 18 October 2016
and will be paid on 31 December 2016.
The Company will apply for admission of the New Shares to listing on the
premium listing segment of the Official List of the Financial Conduct
Authority (the "FCA") and to trading on the main market for listed
securities of London Stock Exchange plc (the "London Stock Exchange")
("Admission"). It is expected that settlement of subscriptions in
respect of the New Shares and Admission will take place and that trading
in the New Shares will commence at 8.00am (London Time) on Friday 28
October.
The Tap Issuance is conditional upon, inter alia, Admission becoming
effective not later than 8.00am on Friday 28 October (or such later date
as Stifel and J.P. Morgan Cazenove may agree with the Company and the
Investment Manager) and the Placing Agreement dated 19 October 2016
among the Company, the Investment Manager, Stifel and J.P. Morgan
Cazenove (the "Placing Agreement") becoming unconditional and not being
terminated in accordance with its terms. Further details of the Placing
Agreement can be found in the terms and conditions of the Tap Issuance
set out in the Appendix to this announcement (which forms part of this
announcement) (the "Terms and Conditions").
By choosing to participate in the Tap Issuance and by making an oral and
legally binding offer to subscribe for New Shares, investors will be
deemed to have read and understood this announcement (including the
Appendix), in its entirety and to be making such offer on the terms and
subject to the conditions in this announcement, and to be providing the
representations, warranties and acknowledgements contained in the
Appendix.
Your attention is drawn to the detailed Terms and Conditions of the Tap
Issuance set out in the Appendix to this announcement.
Alex Ohlsson, Chairman of the Company, said, "The recent upward
movements in wholesale power prices have been positive for the sector,
and the Company has identified an attractive pipeline of assets that
will support the growth of the Company over the next 12 months. Having
secured exclusivity over an 82MW operational portfolio, additional funds
raised can be deployed quickly into income generating assets thereby
avoiding the impact of cash drag on investors."
Tap Issuance Timetable
The timetable is subject to change at the discretion of the Company,
Stifel and J.P. Morgan Cazenove. The decision to allot any New Shares
to placees pursuant to the Tap Issuance shall be at the discretion of
the Company, Stifel and J.P. Morgan Cazenove.
Tap Issuance opens Immediately upon release of this announcement on Wednesday
19 October 2016
Latest time and 01:00pm on Tuesday 25 October 2016
date for receipt
of Tap Issuance
commitments
Results of Tap Wednesday 26 October 2016
Issuance announced
and Trade Date
Settlement (T+2) Friday 28 October 2016
For further information, please contact:
Foresight Group
Elena Palasmith epalasmith@foresightgroup.eu
+44 (0)20 3667 8100
Stifel Nicolaus Europe Limited (Joint Bookrunner)
+44 (0)20 7710 7600
Mark Bloomfield
Neil Winward
Tunga Chigovanyika
J.P. Morgan Cazenove (Joint Bookrunner)
+44 (0)20 7742 4000
William Simmonds
Disclaimer
The information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014). Upon the publication of this
announcement via Regulatory Information Service this inside information
is now considered to be in the public domain.
This announcement, including the Appendix, and the information contained
herein is not for release, publication or distribution, directly or
indirectly, in whole or in part, in, into or within the United States
(including its territories and possessions, any State of the United
States and the District of Columbia), Australia, Canada, Japan or South
Africa, or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such jurisdiction.
This announcement does not constitute or form part of any offer or or
any solicitation to purchase or subscribe for securities in the United
States, Australia, Canada, Japan or South Africa.
The securities referred to herein have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "US
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). There
will be no public offer of securities in the United States or elsewhere.
The New Shares have not been and will not be registered under the
applicable securities laws of Australia, Canada, Japan or South Africa
and, subject to certain exceptions, may not be offered or sold, directly
or indirectly, in Australia, Canada, Japan or South Africa. There will
be no public offering of the New Shares in Australia, Canada, Japan or
South Africa or elsewhere.
This announcement, including the Appendix, has been issued by, and is
the sole responsibility, of the Company. This announcement is not an
offer to sell nor a solicitation to buy any securities in any
jurisdiction, nor is it a prospectus for the purposes of Directive
2003/71/EC as amended (including amendments by Directive 2010/73/EU, to
the extent implemented in the relevant member state) (the "Prospectus
Directive"). No prospectus has been or will be prepared or made
available in connection with the matters contained in this announcement
and no such prospectus is required under the Prospectus Directive to be
published in connection with the Tap Issuance. Investors should not
subscribe for or purchase any securities referred to in this
announcement except on the basis of information about the Company that
is publicly available.
This announcement is not an invitation nor is it intended to be an
inducement to engage in investment activity for the purpose of section
21 of the Financial Services and Markets Act 2000 (as amended) of the
United Kingdom ("FSMA"). To the extent that this announcement does
constitute an inducement to engage in any investment activity included
within this announcement, it is directed at and is only being
distributed to: (A) persons in member states of the European Economic
Area who are qualified investors within the meaning of Article 2(1)(e)
of the Prospectus Directive, (B) if in the United Kingdom, persons who
(i) have professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net worth
companies, unincorporated associations or partnerships or trustees of
high value trusts as described in Article 49(2) of the Order and (ii)
are "qualified investors" as defined in section 86 of FSMA and (C)
otherwise, to persons to whom it may otherwise be lawful to communicate
it to (each a "Relevant Person"). No other person should act or rely on
this announcement and persons distributing this announcement must
satisfy themselves that it is lawful to do so. By accepting the terms of
this announcement you represent and agree that you are a Relevant
Person.
Stifel, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and
is acting for no-one else in connection with the Tap Issuance or the
matters described in this announcement and the contents of this
announcement, will not regard any other person as their respective
client in relation to the Tap Issuance 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 Tap
Issuance and the contents of this announcement or any other transaction,
arrangement or matter referred to herein.
J.P. Morgan Securities plc, which conducts its UK investment banking
activities as J.P. Morgan Cazenove, and which is authorised by the
Prudential Regulation Authority and regulated by the Prudential
Regulation Authority and the Financial Conduct Authority in the United
Kingdom, is acting exclusively for the Company and no-one else in
connection with the Tap Issuance or the matters described in this
announcement and the contents of this announcement, will not regard any
other person as their respective client in relation to the Tap Issuance
and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of J.P. Morgan Cazenove
nor for providing advice in connection with the Tap Issuance and the
contents of this announcement or any other transaction, arrangement or
matter referred to herein.
Apart from the responsibilities and liabilities, if any, which may be
imposed on Stifel and J.P. Morgan Cazenove by the Financial Services and
Markets Act 2000, as amended or the regulatory regime established
thereunder, neither Stifel nor J.P. Morgan Cazenove accepts any
responsibility whatsoever, and makes no representation or warranty,
express or implied, in relation to the contents of this announcement,
including its accuracy, completeness or for any other statement made or
purported to be made by it or on behalf of it, the Company, its
directors or any other person, in connection with the Company, the Tap
Issuance or the New Shares, and nothing in this announcement shall be
relied upon as a promise or representation in this respect, whether as
to the past or the future. Each of Stifel and J.P. Morgan Cazenove
accordingly disclaims all and any liability whatsoever, whether arising
in tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of this Announcement or any such
statement.
Certain statements in this announcement are forward-looking statements
which are based on the Company's expectations, intentions and
projections regarding its future performance, anticipated events or
trends and other matters that are not historical facts. These
forward-looking statements, which may use words such as "aim",
"anticipate", "believe", "intend", "estimate", "expect" and words of
similar meaning, include all matters that are not historical facts.
These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations,
financial condition, liquidity, dividend policy and the development of
the industries in which the Company's businesses operate to differ
materially from the impression created by the forward-looking
statements. These statements are not guarantees of future performance
and are subject to known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given these
risks and uncertainties, prospective investors are cautioned not to
place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the Financial Conduct Authority, London Stock Exchange plc
or applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result of
new information, future events or otherwise.
No statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean that
earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published
earnings per share of the Company. The New Shares and the income from
them may go down as well as up and investors may not get back the full
amount invested on disposal of the New Shares.
The New Shares to be issued pursuant to the Tap Issuance will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
Neither the content of the Company's website (or any other website) nor
the content of any website accessible from hyperlinks on the Company's
website (or any other website) is incorporated into, or forms part of,
this announcement.
APPIX
TERMS AND CONDITIONS OF THE TAP ISSUANCE
IMPORTANT INFORMATION FOR PLACEES ONLY
REGARDING THE TAP ISSUANCE
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE TAP ISSUANCE.
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPIX
ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND AMMENTS THERETO (THE "PROSPECTUS DIRECTIVE")
("QUALIFIED INVESTORS") AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO
FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF
HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II)
ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 ("FSMA") AND (C) OTHERWISE, TO PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT
IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU
REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPIX AND
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS
AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPIX
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THE NEW SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES ACT"), OR UNDER
THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY
RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE
NO PUBLIC OFFER OF THE NEW SHARES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
FINANCIAL AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE NEW SHARES.
Persons who are invited to and who choose to participate in the Tap
Issuance, by making an oral or written offer to subscribe for New Shares,
including any individuals, funds or others on whose behalf a commitment
to subscribe for New Shares is given ("Placees"), will be deemed to have
read and understood this announcement in its entirety and to be making
such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements and undertakings,
contained in this Appendix. In particular each such Placee represents,
warrants and acknowledges that:
(a) it is a Relevant Person (as defined above) and undertakes
that it will subscribe for, hold, manage or dispose of any New Shares
that are allocated to it for the purposes of its business; and
(b) if it is in a member state of the EEA and/or if it is a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, that any New Shares subscribed for by it in the
Tap Issuance will not be subscribed for on a non-discretionary basis on
behalf of, nor will they be subscribed for with a view to their offer or
resale to, persons in any member state of the EEA in circumstances which
may give rise to an offer of securities to the public other than an
offer or resale in a member state of the EEA which has implemented the
Prospectus Directive to Qualified Investors (as defined above), or in
circumstances in which the prior consent of Stifel and J.P. Morgan
Cazenove has been given to each such proposed offer or resale.
Neither Stifel nor J.P. Morgan Cazenove (the "Joint Bookrunners") makes
any representation to any Placees regarding an investment in the New
Shares.
Details of the Placing Agreement and of the New Shares
The Joint Bookrunners, the Company and the Investment Manager have today
entered into a placing agreement (the "Placing Agreement") under which,
on the terms and subject to the conditions set out therein, the Joint
Bookrunners have agreed, as agent for and on behalf of the Company, to
use reasonable endeavours to procure placees (the "Placees") for up to
30,995,537 New Shares at a price to be determined following completion
of a bookbuild process (the "Tap Issuance").
The New Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing ordinary shares in the
capital of the Company (the "Ordinary Shares"), including the right to
receive all dividends and other distributions declared, made or paid in
respect of the Ordinary Shares after the date of admission of the New
Shares, including the third quarterly dividend of 1.54 pence in respect
of the period from 1 July to 30 September 2016, which was approved by
the Directors on 18 October 2016 and will be paid on 31 December 2016.
Applications for listing and admission to trading
Applications will be made to the FCA for admission of the New Shares to
the premium listing segment of the Official List of the UK Listing
Authority (the "Official List") and to London Stock Exchange plc (the
"London Stock Exchange") for admission of the New Shares to trading on
its main market for listed securities (together, "Admission"). It is
expected that Admission will become effective on or around 8.00 a.m. on
Friday 28 October and that dealings in the New Shares will commence at
that time.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding process for
participation in the Tap Issuance by Placees (the "Bookbuild"). This
Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Tap Issuance. No commissions will be paid to
Placees or by Placees in respect of any New Shares.
The Joint Bookrunners shall be entitled to effect the Tap Issuance by
such alternative method to the Bookbuild as they may, in their absolute
discretion following consultation with the Company and the Investment
Manager, determine.
Participation in, and principal terms of, the Tap Issuance
1. Each of Stifel and J.P. Morgan Cazenove is acting as a
bookrunner and agent of the Company in connection with the Tap Issuance.
2. Participation in the Tap Issuance will only be available
to persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners. The Joint Bookrunners and their respective affiliates
are entitled to enter bids in the Bookbuild as principal.
3. A single price of 103.00 pence per New Share shall be
payable to the Joint Bookrunners as agent for the Company by all Placees
whose bids are successful (the "Placing Price"). The results of the Tap
Issuance will be announced on a Regulatory Information Service ("RIS")
following the completion of the Bookbuild (the "Placing Results
Announcement").
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at one
of the Joint Bookrunners. Each bid should state the number of New Shares
which the prospective Placee wishes to subscribe for at the Placing
Price. Bids may be scaled down by the Joint Bookrunners on the basis
referred to in paragraph 8 below.
5. A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Appendix and will be legally binding
on the Placee on behalf of which it is made and except with the Joint
Bookrunners' consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee's obligations will
be owed to the Company and the Joint Bookrunners. Each Placee will also
have an immediate, separate, irrevocable and binding obligation, owed to
the Joint Bookrunners as agents of the Company, to pay in cleared funds
immediately on the settlement date, in accordance with the registration
and settlement requirements set out below, an amount equal to the
product of the Placing Price and the number of New Shares such Placee
has agreed to subscribe for and the Company has agreed to allot.
6. The Bookbuild is expected to close no later than 01:00pm
(London time) on Tuesday 25 October 2016, but may be closed earlier or
later at the discretion of the Joint Bookrunners. The Joint Bookrunners
may, in agreement with the Company and the Investment Manager, accept
bids that are received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed
between the Joint Bookrunners (in consultation with the Company and the
Investment Manager) and will be confirmed orally by either of the Joint
Bookrunners (as agent for the Company) following the close of the
Bookbuild and a trade confirmation will be despatched thereafter. This
oral confirmation to such Placee will constitute an irrevocable legally
binding commitment upon that person (who will at that point become a
Placee) in favour of the Bookrunners and the Company to subscribe for
the number of New Shares allocated to it at the Placing Price on the
terms and conditions set out in this Appendix and in accordance with the
Company's articles of association. All obligations under the Bookbuild
and Tap Issuance will be subject to fulfilment of the conditions
referred to below under "Conditions of the Tap Issuance" and to the Tap
Issuance not being terminated on the basis referred to below under
"Right to terminate under the Placing Agreement". By participating in
the Bookbuild, each Placee will agree that its rights and obligations in
respect of the Tap Issuance will terminate only in the circumstances
described below and will not be capable of rescission or termination by
the Placee.
8. The Joint Bookrunners may choose to accept bids, either
in whole or in part, on the basis of allocations determined in agreement
with the Company and may scale down any bids for this purpose on such
basis as they may determine. The Joint Bookrunners may also,
notwithstanding paragraphs 4 and 5 above and subject to prior consent of
the Company (i) allocate New Shares after the time of any initial
allocation to any person submitting a bid after that time and (ii)
allocate New Shares after the Bookbuild has closed to any person
submitting a bid after that time. The Company reserves the right (upon
agreement with the Bookrunners) to reduce or seek to increase the amount
to be raised pursuant to the Tap Issuance, in its absolute discretion.
9. Irrespective of the time at which a Placee's allocation
pursuant to the Tap Issuance is confirmed, settlement for all New Shares
to be subscribed for pursuant to the Tap Issuance will be required to be
made at the same time, on the basis explained below under "Registration
and settlement".
10. Except as required by law or regulation, no press release
or other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written consent.
11. To the fullest extent permissible by law, neither of the
Joint Bookrunners or any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on behalf of
a Placee or otherwise). In particular, neither of the Joint Bookrunners
or any of their respective affiliates, agents, directors, officers or
employees shall have any liability (including to the fullest extent
permissible by law, any fiduciary duties) in respect of the conduct of
the Bookbuild or of such alternative method of effecting the Tap
Issuance as the Joint Bookrunners and the Company may agree.
Conditions of the Tap Issuance
The Tap Issuance is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Joint Bookrunners under the Placing
Agreement in respect of the New Shares is conditional on, inter alia:
(a) agreement being reached between the Company and the Joint
Bookrunners on the number of New Shares to be issued pursuant to the Tap
Issuance;
(b) none of the representations and warranties of the Company
and the Investment Manager contained in the Placing Agreement being
untrue and inaccurate or misleading (in the good faith opinion of the
Joint Bookrunners) on the date of the Placing Agreement and at all times
before Admission by reference to the facts and circumstances then
subsisting, in each case in a manner, or to an extent, which is
material;
(c) each of the Company and the Investment Manager complying
with its obligations under the Placing Agreement to the extent the same
fall to be performed prior to Admission;
(d) the Company allotting, subject only to Admission, the New
Shares to the Placees in accordance with the Placing Agreement; and
(e) Admission taking place by not later than 8.00 a.m. (London
time) on Friday 28 October 2016.
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where permitted,
waived or extended in writing by the Joint Bookrunners or have become
incapable of fulfilment on or before the date or time specified for the
fulfilment thereof (or such later date and/or time as the Joint
Bookrunners may agree), or (ii) the Placing Agreement is terminated in
the circumstances specified below, the Tap Issuance will not proceed and
the Placees' rights and obligations hereunder in relation to the New
Shares shall cease and terminate at such time and each Placee agrees
that no claim can be made by the Placee in respect thereof. Any such
extension or waiver will not affect Placees' commitments as set out in
this announcement.
Neither of the Joint Bookrunners or any of their respective affiliates,
agents, directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not
to waive or to extend the time and/or the date for the satisfaction of
any condition to the Tap Issuance nor for any decision they may make as
to the satisfaction of any condition or in respect of the Tap Issuance
generally, and by participating in the Tap Issuance each Placee agrees
that any such decision is within the absolute discretion of the Joint
Bookrunners.
Right to terminate under the Placing Agreement
At any time before Admission, the Joint Bookrunners are entitled to
terminate the Placing Agreement by giving notice in writing to the
Company and the Investment Manager if, amongst other things, in their
opinion (acting in good faith and following consultation with the
Company to the extent practicable) (i) any of the Company's or the
Investment Manager's warranties or representations contained in the
Placing Agreement are not or cease to be true and accurate or have
become misleading, in each case in a manner, or to an extent, which is
material in the good faith opinion of the Joint Bookrunners; or (ii)
there is a material breach by the Company or the Investment Manager of
their respective obligations under the Placing Agreement; or (iii) there
has been a material adverse change in the condition, financial,
operational or otherwise, or in the earnings, management, business
affairs, business prospects or financial prospects of the Company and
its subsidiaries, or the Investment Manager and its subsidiaries,
whether or not arising in the ordinary course of business, since the
date of the Placing Agreement; or (iv) the occurrence of a force majeure
or market disruption event as specified in the Placing Agreement which
is of such severity or magnitude as to make it impracticable or
inadvisable to proceed with the Tap Issuance or which the Joint
Bookrunners consider to be material.
Upon such notice being given, the parties to the Placing Agreement shall
be released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations under
or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Tap Issuance, Placees agree that the exercise by
the Joint Bookrunners of any right of termination or other discretion
under the Placing Agreement shall be within their absolute discretion
and that they do not need to make any reference to Placees and that the
Joint Bookrunners shall not have any liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No Prospectus
No offering document or prospectus has been or will be submitted to be
approved by the FCA or submitted to the London Stock Exchange in
relation to the Tap Issuance and no such prospectus is required (in
accordance with the Prospectus Directive) to be published and Placees'
commitments will be made solely on the basis of the information
contained in this announcement (including this Appendix) released by the
Company today and any information publicly announced to a RIS by or on
behalf of the Company on or prior to the date of this announcement and
subject to the further terms set forth in the contract note to be
provided to individual prospective Placees.
Each Placee, by accepting a participation in the Tap Issuance, agrees
that the content of this announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it has
neither received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company, the
Investment Manager or either of the Joint Bookrunners or any other
person and none of the Company, the Investment Manager, either of the
Joint Bookrunners or any of their respective affiliates will be liable
for any Placee's decision to participate in the Tap Issuance based on
any other information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company and the Investment Manager in
accepting a participation in the Tap Issuance. Nothing in this paragraph
shall exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
Registration and settlement
Settlement of transactions in the New Shares following Admission will
take place within the system administered by Euroclear UK & Ireland
Limited ("CREST"), subject to certain exceptions. The Joint Bookrunners
and the Company reserve the right to require settlement for and delivery
of the New Shares (or a portion thereof) to Placees in certificated form
if delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory requirements
in the Placee's jurisdiction.
Following the close of the Bookbuild for the Tap Issuance, each Placee
allocated New Shares in the Tap Issuance will be sent a contract note
stating the number of New Shares to be allocated to it at the Placing
Price and settlement instructions. Each Placee agrees that it will do
all things necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement
instructions that it has in place with the Joint Bookrunners.
The Company will deliver the New Shares to a CREST account operated by
Stifel as the Company's agent and Friday 28 October 2016 will enter its
delivery (DEL) instruction into the CREST system. The input to CREST by
a Placee of a matching or acceptance instruction will then allow
delivery of the relevant New Shares to that Placee against payment.
It is expected that settlement will be on 28 October 2016 on a delivery
versus payment basis in accordance with the instructions set out in the
trade confirmation.
Interest is chargeable daily on payments not received from Placees on
the due date in accordance with the arrangements set out above at the
rate of two percentage points above LIBOR as determined by the Joint
Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners (as agent for the Company) may sell
any or all of the New Shares allocated to that Placee on such Placee's
behalf and retain from the proceeds, for the Company's account and
benefit, an amount equal to the aggregate amount owed by the Placee plus
any interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) or other similar taxes imposed in any
jurisdiction which may arise upon the sale of such New Shares on such
Placee's behalf.
If New Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and
delivered immediately to the relevant person within that organisation.
Insofar as New Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as
agent or that of a nominee for such person, such New Shares should,
subject as provided below, be so registered free from any liability to
UK stamp duty or stamp duty reserve tax. Placees shall not be entitled
to receive any fee or commission in connection with the Tap Issuance.
Representations and warranties and further terms
By participating in the Tap Issuance, each Placee (and any person acting
on such Placee's behalf) irrevocably acknowledges, confirms, undertakes,
represents, warrants and agrees (as the case may be) with each of the
Joint Bookrunners (in its capacity as a bookrunner and agent of the
Company, in each case as a fundamental term of its application for New
Shares), the following:
(a) it has read and understood this announcement, including
this Appendix, in its entirety and that its acquisition of New Shares is
subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or
duplicate this announcement;
(b) that no offering document or prospectus has been or will
be prepared in connection with the Tap Issuance and it has not received
and will not receive a prospectus or other offering document in
connection with the Bookbuild, the Tap Issuance or the New Shares;
(c) the Tap Issuance does not constitute a recommendation or
financial product advice and no Joint Bookrunner has had regard to its
particular objectives, financial situation and needs;
(d) that the Ordinary Shares in the capital of the Company are
listed on the premium listing segment of the Official List of the UK
Listing Authority and admitted to trading on the main market of the
London Stock Exchange, and that the Company is therefore required to
publish certain business and financial information in accordance with
the rules and practices of the FCA and that it is able to obtain or
access such information, or comparable information concerning any other
publicly traded company, in each case without undue difficulty;
(e) that none of the Company, the Investment Manager the Joint
Bookrunners any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them has
provided, and none of them will provide, it with any material regarding
the New Shares or the Company or any other person other than this
announcement, nor has it requested either of the Joint Bookrunners, the
Company, the Investment Manager, any of their respective affiliates or
any person acting on behalf of any of them to provide it with any such
information;
(f) unless otherwise specifically agreed with the Joint
Bookrunners, that it is not, and at the time the New Shares are
subscribed for, neither it nor the beneficial owner of the New Shares
will be, a resident of Australia, Canada, Japan or South Africa and
further acknowledges that the New Shares have not been and will not be
registered under the securities legislation of Australia, Canada, Japan
or South Africa and, subject to certain exceptions, may not be offered,
sold, transferred, delivered or distributed, directly or indirectly, in
or into those jurisdictions;
(g) that it is not within the United States and will not be
within the United States at the time that any buy order for New Shares
is originated by it; (ii) is acquiring the New Shares in an "offshore
transaction" as defined in Regulation S under the US Securities Act; and
(iii) is not acquiring any of the New Shares as a result of any form of
"directed selling efforts" (within the meaning of Regulation S under the
US Securities Act);
(h) it is not within Australia, Canada, Japan South Africa or
any other jurisdiction in which it is unlawful to make or accept an
offer to subscribe for the New Shares, and it will not offer or sell
such New Shares into any such jurisdiction;
(i) that the content of this announcement is exclusively the
responsibility of the Company and that neither of the Joint Bookrunners
or any of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has or shall
have any liability for any information, representation or statement
contained in this announcement or any information previously or
subsequently published by or on behalf of the Company or the Investment
Manager, including, without limitation, any information required to be
published by the Company pursuant to applicable laws (the "Exchange
Information") and will not be liable for any Placee's decision to
participate in the Tap Issuance based on any information, representation
or statement contained in this announcement or otherwise. Each Placee
further represents, warrants and agrees that the only information on
which it is entitled to rely and on which such Placee has relied in
committing itself to subscribe for the New Shares is contained in this
announcement and any information previously published by the Company by
notification to a RIS, such information being all that it deems
necessary to make an investment decision in respect of the New Shares
and that it has neither received nor relied on any other information
given or representations, warranties or statements made by either of the
Joint Bookrunners, the Investment Manager or the Company and neither of
the Joint Bookrunners, the Investment Manager or the Company will be
liable for any Placee's decision to accept an invitation to participate
in the Tap Issuance based on any other information, representation,
warranty or statement. Each Placee further acknowledges and agrees that
it has relied on its own investigation of the business, financial or
other position of the Company in deciding to participate in the Tap
Issuance. None of the Company, the Investment Manager, the Joint
Bookrunners or any of their respective affiliates has made any
representations to it, express or implied, with respect to the Company,
the Investment Manager, the Tap Issuance and the New Shares or the
accuracy, completeness or adequacy of the Exchange Information, and each
of them expressly disclaims any liability in respect thereof. Nothing in
this paragraph or otherwise in this announcement excludes the liability
of any person for fraudulent misrepresentation made by that person;
(j) that it has complied with its obligations under the
Criminal Justice Act 1993 and all other applicable market abuse and
insider dealing legislation and in connection with money laundering and
terrorist financing under the Criminal Justice (Money Laundering and
Terrorist Financing) Acts 2010 and 2013 of Ireland, the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act
2006, the Money Laundering Regulations 2007 (the "Regulations") and the
Money Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by
the Regulations;
(k) that it is acting as principal only in respect of the Tap
Issuance or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person; and
(ii) it is and will remain liable to the Company and/or the Joint
Bookrunners for the performance of all its obligations as a Placee in
respect of the Tap Issuance (regardless of the fact that it is acting
for another person);
(l) if a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that the New Shares subscribed
for by it in the Tap Issuance will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed for
with a view to their offer or resale to, persons in a member state of
the EEA other than Qualified Investors, or in circumstances in which the
prior consent of the Joint Bookrunners has been given to the proposed
offer or resale;
(m) that it has not offered or sold and will not offer or sell
any New Shares to the public in any member state of the EEA except in
circumstances falling within Article 3(2) of the Prospectus Directive
which do not result in any requirement for the publication of a
prospectus pursuant to Article 3 of that Directive;
(n) that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the New Shares in circumstances in which
section 21(1) of FSMA does not require approval of the communication by
an authorised person;
(o) that it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation to
the New Shares in, from or otherwise involving, the United Kingdom;
(p) if in a member state of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners in writing, that it is a
Qualified Investor;
(q) if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments and who falls
within the definition of "investment professionals" in Article 19(5) of
the Order; or (ii) who is a high net worth entity falling within Article
49 of the Order; or (iii) to whom this announcement may otherwise
lawfully be communicated;
(r) that no action has been or will be taken by either the
Company, the Investment Manager or either of the Joint Bookrunners or
any person acting on behalf of the Company, the Investment Manager or
either of the Joint Bookrunners that would, or is intended to, permit a
public offer of the New Shares in any country or jurisdiction where any
such action for that purpose is required;
(s) that it and any person acting on its behalf is entitled
to subscribe for the New Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such laws
and obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required thereunder
and complied with all necessary formalities and that it has not taken
any action or omitted to take any action which will or may result in
either of the Joint Bookrunners, the Company, the Investment Manager or
any of their respective directors, officers, agents, employees or
advisers acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Tap Issuance;
(t) that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its
participation in the Tap Issuance and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
announcement) and will honour such obligations;
(u) that it (and any person acting on its behalf) will make
payment for the New Shares allocated to it in accordance with this
Appendix on the due time and date set out herein, failing which the
relevant New Shares may be placed with other persons or sold as the
Joint Bookrunners may in their absolute discretion determine and without
liability to such Placee;
(v) that its allocation (if any) of New Shares will represent
a maximum number of New Shares which it will be entitled, and required,
to subscribe for, and that the Joint Bookrunners or the Company may call
upon it to subscribe for a lower number of New Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
(w) that the person whom it specifies for registration as
holder of the New Shares will be (i) itself or (ii) its nominee, as the
case may be. None of the Company, the Investment Manager or either of
the Joint Bookrunners will be responsible for any liability to stamp
duty or stamp duty reserve tax or other similar taxes resulting from a
failure to observe this requirement. Each Placee and any person acting
on behalf of such Placee agrees to indemnify the Company, the Investment
Manager and each Joint Bookrunner in respect of the same on an after-tax
basis on the basis that the New Shares will be allotted to the CREST
stock account of Stifel who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
(x) that neither of the Joint Bookrunners, any of their
respective affiliates or any person acting on behalf of any of them, is
making any recommendations to it or, advising it regarding the
suitability of any transactions it may enter into in connection with the
Tap Issuance and that participation in the Tap Issuance is on the basis
that it is not and will not be a client of any Joint Bookrunner and that
no Joint Bookrunner has any duties or responsibilities to it for
providing the protections afforded to such Joint Bookrunner's respective
clients or customers or for providing advice in relation to the Tap
Issuance nor in respect of any representations, warranties, undertakings
or indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder including
any rights to waive or vary any conditions or exercise any termination
right;
(y) that in making any decision to subscribe for the New
Shares, it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits
and risks of subscribing for the New Shares. It further confirms that it
is experienced in investing in securities of this nature in this sector
and is aware that it may be required to bear, and is able to bear, the
economic risk of participating in, and is able to sustain a complete
loss in connection with, the Tap Issuance. It further confirms that it
relied on its own examination and due diligence of the Investment
Manager, the Company and their respective associates taken as a whole,
and the terms of the Tap Issuance, including the merits and risks
involved, and not upon any view expressed or information provided by or
on behalf of either of the Joint Bookrunners;
(z) that in connection with the Tap Issuance, a Joint
Bookrunner and any of its affiliates acting as an investor for its own
account may take up New Shares in the Company and in that capacity may
subscribe for, retain, purchase or sell for its own account such
Ordinary Shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Tap Issuance. Neither
of the Joint Bookrunners intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal
or regulatory obligation to do so;
(aa) that in making any decision to subscribe for the New
Shares, it acknowledges that the Company has been established in Jersey
as a listed fund under a fast-track authorisation process and is
therefore only suitable for professional or experienced investors, or
those who have taken appropriate professional advice. It further
acknowledges that regulatory requirements which may be deemed necessary
for the protection of retail or inexperienced investors, do not apply to
listed funds and it accepts the reduced requirements accordingly;
(bb) that in making any decision to subscribe for the New
Shares, it is responsible for ensuring that all aspects of the Company
are acceptable to it. It further acknowledges that investment in listed
funds may involve special risks that could lead to a loss of all or a
substantial portion of such investment. It further confirms that it
fully understands and accepts the nature of the Company and the
potential risks inherent in investing in the Company;
(cc) that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with such
agreements shall be governed by and construed in accordance with the
laws of England and Wales and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the New
Shares (together with any interest chargeable thereon) may be taken by
the Company or either of the Joint Bookrunners in any jurisdiction in
which the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange;
(dd) that the Company, the Investment Manager, each of the Joint
Bookrunners and their respective affiliates and others will rely upon
the truth and accuracy of the representations, warranties and
acknowledgements set forth herein and which are given to each Joint
Bookrunner on its own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises the Company and each of the
Joint Bookrunners to produce this announcement, pursuant to, in
connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth herein;
(ee) that it will indemnify on an after-tax basis and hold the
Company, the Investment Manager, each of the Joint Bookrunners and their
respective affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out
of or in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive after
completion of the Tap Issuance;
(ff) that it has neither received nor relied on any inside
information concerning the Company in accepting the invitation to
participate in the Tap Issuance; and
(gg) if it is a pension fund or investment company, its
acquisition of New Shares is in full compliance with applicable laws and
regulations.
The foregoing representations, warranties and confirmations are given
for the benefit of the Company, the Investment Manager and the Joint
Bookrunners and are irrevocable. Each Placee, and any person acting on
behalf of the Placee, acknowledges that none of the Company, the
Investment Manager or either of the Joint Bookrunners owes any fiduciary
or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement.
By participating in the Tap Issuance, each Placee (and any person acting
on the Placee's behalf) subscribing for New Shares acknowledges that the
New Shares have not been and will not be registered under the US
Securities Act and that the New Shares are being offered and sold only
in an "offshore transaction" within the meaning of and in reliance on
Regulation S under the US Securities Act.
Please also note that the agreement to allot and issue New Shares to
Placees (or the persons for whom Placees are contracting as agent) free
of stamp duty and stamp duty reserve tax relates only to their allotment
and issue to Placees, or such persons as they nominate as their agents,
direct from the Company for the New Shares in question. Such agreement
also assumes that the New Shares are not being subscribed for in
connection with arrangements to issue depositary receipts or to issue or
transfer the New Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the New
Shares, stamp duty or stamp duty reserve tax or other similar taxes may
be payable, for which none of the Company, the Investment Manager or
either of the Joint Bookrunners will be responsible and the Placees
shall indemnify the Company, the Investment Manager and each of the
Joint Bookrunners on an after-tax basis for any stamp duty or stamp duty
reserve tax paid by them in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own advice
and notify the Joint Bookrunners accordingly.
None of the Company, the Investment Manager or either of the Joint
Bookrunners are liable to bear any transfer taxes that arise on a sale
of New Shares subsequent to their acquisition by Placees or for transfer
taxes arising otherwise than under the laws of the United Kingdom. Each
Placee should, therefore, take its own advice as to whether any such
transfer tax liability arises and notify the Joint Bookrunners
accordingly. Furthermore, each Placee agrees to indemnify on an
after-tax basis and hold each Joint Bookrunner, the Investment Manager
and/or the Company and their respective affiliates harmless from any and
all interest, fines or penalties in relation to stamp duty, stamp duty
reserve tax and all other similar duties or taxes to the extent that
such interest, fines or penalties arise from the unreasonable default or
delay of that Placee or its agent.
Each Placee and any person acting on behalf of each Placee acknowledges
and agrees that the Joint Bookrunners or any of their respective
affiliates may, at their absolute discretion, agree to become a Placee
in respect of some or all of the New Shares.
When a Placee or person acting on behalf of the Placee is dealing with
the Joint Bookrunners, any money held in an account with any Joint
Bookrunner on behalf of the Placee and/or any person acting on behalf of
the Placee will not be treated as client money within the meaning of the
rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money will
not be segregated from such Joint Bookrunner's money in accordance with
the client money rules and will be used by that Joint Bookrunner in the
course of its own business; and the Placee will rank only as a general
creditor of that Joint Bookrunner.
All times and dates in this announcement may be subject to amendment by
the Joint Bookrunners (in their absolute discretion). The Joint
Bookrunners shall notify the Placees and any person acting on behalf of
the Placees of any changes.
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Foresight Solar Fund Limited via Globenewswire
(END) Dow Jones Newswires
October 19, 2016 05:25 ET (09:25 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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