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 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.
This announcement does not constitute an offer to sell, or the
solicitation of an offer to subscribe for, or to buy shares in any
jurisdiction.
This announcement is an advertisement and not a prospectus. Any
investment in any shares referred to in this announcement may be made
only on the basis of information in a prospectus to be published by
Foresight Solar Fund Limited on or around 3 March 2017, in connection
with an initial placing, offer for subscription, private placement and a
placing programme of ordinary shares of no par value each, to be
admitted to the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the Main Market for listed
securities of the London Stock Exchange plc ("the Prospectus").
3 March 2017
Foresight Solar Fund Limited
Initial Placing, Offer for Subscription, Introduction of Placing
Programme,
South African Secondary Listing and Private Placement, and
Net Asset Value Update
The Board of Foresight Solar Fund Limited (the "Company") is pleased to
announce its intention to raise in excess of GBP50 million by way of an
Initial Placing and Offer for Subscription (the "Initial Placing and
Offer") and a secondary listing ("Secondary Listing") on the main board
of the securities exchange operated by the JSE Limited ("JSE") and
Private Placement in South Africa (the "Private Placement") of new
Ordinary Shares ("New Shares") (together the "Initial Issues"). The
Board of the Company is also pleased to announce its intention to
implement a Placing Programme in relation to up to 250 million New
Shares less any New Shares issued under the Initial Issues. The Initial
Issues and the Placing Programme are together known as the "Issues".
A prospectus in relation to the Issues and a pre-listing announcement in
relation to the Secondary Listing and Private Placement are expected to
be published shortly.
The Company also announces its unaudited NAV as at 23 February 2017 of
GBP360 million, resulting in a NAV per share of 105.6 pence (31 December
2016: 102.9 pence). For the avoidance of doubt, this includes the impact
of the acquisition of Shotwick and Sandridge announced in February 2017.
The Company's equity discount rate used to value its assets remains
unchanged at 7.5% and the methodology for calculating the NAV remains
consistent with that used to calculate the 31 December 2016 NAV.
Rationale for the Issues
The Board believes that the UK solar market remains attractive,
particularly given the recent recovery in wholesale power prices.
Furthermore, the Company and Foresight Group CI Limited (the "Investment
Manager") continue to see attractive investment opportunities in both
the primary and secondary UK solar market and wish to be in a position
to take advantage of these opportunities as and when they arise. The
recent acquisitions of the Shotwick and Sandridge solar plants, which
represent the Company's two largest acquisitions to date, are evidence
of the attractive investment opportunities available in the market,
which the Investment Manager has been able to source.
The Investment Manager is currently evaluating an investment pipeline of
operational UK based solar power plants representing an installed
capacity of approximately 250MW.
To date, the Company has used the net proceeds from its equity
fundraisings and its Bank Facilities to acquire 18 ground based solar
power plants. All of these assets are fully operational and have
received accreditation under the RO scheme. The Portfolio has a total
operational capacity of approximately 470 MW. Following the recent
acquisitions of Shotwick and Sandridge, the Company has drawn down, in
aggregate, GBP255 million under its Bank Facilities (GBP160 million
under its Term Loan Facilities and GBP95 million under its Revolving
Credit Facilities).
The Board has therefore been discussing with its advisers a proposal to
raise additional equity by means of the issue of up to 250 million New
Shares in aggregate over the following twelve months.
It is currently intended that the net proceeds of the Initial Issues
will be used, in the first instance, to repay the Revolving Credit
Facilities either in full or in part. The Group may then draw down again
under the Revolving Credit Facilities or it may use any remaining net
proceeds to invest in or commit to further ground based solar power
plants in accordance with the Company's investment policy.
Any proceeds raised under the Placing Programme will be used to take
advantage of investment opportunities in accordance with the Company's
investment policy and/or to repay debt.
Rationale for the Secondary Listing and Private Placement in South
Africa
The success of the South African Renewable Energy Program has created a
sophisticated understanding and appreciation of solar and other
renewable energy assets in South Africa, and interest in the Company.
Due to South African exchange control regulations, South African
investors' ability to invest and hold shares outside of South Africa is
restricted in terms of size. In order to facilitate participation by
South African investors in the Issues, the Company has applied and has
been granted approval by the Financial Surveillance Department of the
South African Reserve Bank for an inward listing of the Company on the
JSE and a Private Placement of New Shares to Qualifying South African
Investors. The inward listed shares will be classified as domestic
investment on the JSE and will allow South African investors the
opportunity to invest in the Company on an unrestricted basis. The
Company believes that the Secondary Listing and Private Placement will:
-- improve the depth and spread of the shareholder base of the Company which
should, as a result improve the liquidity and tradability of the Ordinary
Shares;
-- provide the Company with access to a wider pool of international capital;
and
-- provide the Company with an additional platform to raise equity funding
to pursue growth and investment opportunities in the future.
Following the Secondary Listing and Private Placement, the Ordinary
Shares will be fully transferrable between the UK and South African
share registers. Rand Merchant Bank, a division of FirstRand Bank
Limited ("RMB"), has been appointed by the Company as South African
Bookrunner and JSE Sponsor for the Secondary Listing and Private
Placement.
The Initial Issues
The Initial Placing and Offer 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") is acting as sponsor and joint
bookrunner in connection with the Initial Placing and Offer and Placing
Programme and J.P. Morgan Securities plc, which carries on its UK
investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), is acting as joint bookrunner in connection with the Initial
Placing and Offer and Placing Programme.
The Offer for Subscription is being made in the UK only. The public
generally (unless they are located or resident outside the UK) may apply
for New Shares through the Offer for Subscription.
The price at which the New Shares will be issued pursuant to the Initial
Placing and Offer ("Initial Placing and Offer Price") will be equal to
the NAV per Share on 23 February 2017 plus a premium as determined by
the Board and is expected to be announced via RIS on or around 14 March
2017.
The price at which the New Shares will be issued pursuant to the Private
Placement ("Private Placement Price") will be equal to the ZAR
equivalent of the Initial Placing and Offer Price determined based on
the ZAR/GBP spot rate at the closing of the Private Placement (as quoted
on Bloomberg). The Private Placement Price will be announced by the
Company through SENS on 29 March 2017.
The total number of New Shares issued under the Initial Issues will be
determined by the Company, Stifel, J.P. Morgan Cazenove and RMB. The
Board has reserved the right, in consultation with Stifel, J.P. Morgan
Cazenove and RMB, to increase the number of New Shares offered pursuant
to the Initial Placing and Offer and the Private Placement to up to the
maximum amount for which the Board is seeking shareholder authority
pursuant to the Issues, being 250 million New Shares.
The New Shares will be entitled to receive the interim dividend of 1.55p
per Ordinary Share in respect of the period from 1 October 2016 to 31
December 2016 which will be paid on 5 May 2017 provided the holders of
the New Shares are on the Register on 7 April 2017.
Extraordinary General Meeting
The Issues are subject to Shareholder approval to be sought at an
extraordinary general meeting ("EGM") to be held at 4:30pm on 22 March
2017 at Elizabeth House, 9 Castle Street, St. Helier, Jersey JE4 2QP. A
circular and notice of EGM (the "Circular") to approve, amongst other
proposals, the issue of the New Shares without having to first offer
those New Shares to existing Shareholders, and to approve by ordinary
resolution the Related Party Transaction that may arise if any of
BlackRock, Inc. and its Associates, including funds controlled by it or
any of them wish to take part in the Issues, are expected to be posted
shortly.
Words and expressions that are defined in the Prospectus and the
Circular shall have the same meaning where they are used in this
announcement, except where the context requires otherwise.
Timetable
The expected timetable for the Issues is as follows:
EXPECTED TIMETABLE
Event Date
Initial Placing and Offer
Initial Placing and Offer opens 3 March 2017
Initial Placing and Offer Price Announced 14 March 2017
Latest time and date for return of Forms of Proxy 4.30 p.m. on 20 March 2017
for the General Meeting
General Meeting 4.30 p.m. on 22 March 2017
Results of General Meeting 22 March 2017
Latest time and date for receipt of Application Forms 11 a.m. on 28 March 2017
under the Offer
Latest time and date for commitments under the Initial 11 a.m. on 29 March 2017
Placing
Results of Initial Placing and Offer announced 29 March 2017
Admission and dealings in New Shares on the Main Market 8.00 a.m. on 31 March 2017
of the LSE commence
Crediting of CREST accounts in respect of the New 31 March 2017
Shares
Share certificates in respect of New Shares despatched on or around 10 April 2017
(if applicable)
Secondary Listing and Private Placement
Publication of the Pre-listing Announcement on SENS 3 March 2017
in South Africa
JSE Private Placement opens 3 March 2017
Publication of the Pre-listing Announcement in the 6 March 2017
South African press
Latest time and date for commitments under the Private 12 p.m. (SAST) on 29 March 2017
Placement
JSE Private Placement closes 12 p.m. (SAST) on 29 March 2017
JSE Private Placement Price announced 29 March 2017
Results of the Private Placement released on SENS 29 March 2017
in South Africa
Notification of allotments 29 March 2017
Anticipated Secondary Listing Date and commencement 8.00 a.m. (SAST) on 3 April 2017
of trading on the Main Board of the JSE
Accounts at CSDPs or brokers updated and accounts 3 April 2017
debited in respect of the Private Placement Shares
at the commencement of trade
Placing Programme
Placing Programme opens 4 April 2017
Publication of Placing Programme Price in respect At the time of each Issue
of each Issue
Admission and dealings in New Shares commence 8.00 a.m. on each day New Shares are issued
Crediting of CREST in respect of New Shares 8.00 a.m. on each day New Shares are issued
Share certificates in respect of New Shares despatched Approximately one week following the issue of any
(if applicable) New Shares
Last date for New Shares to be issued under the Placing 2 March 2018
Programme
The dates and times specified above and mentioned
throughout this document are subject to change. All
references to times in this document are to London
times, unless otherwise stated. In particular, subject
to those matters on which the Issues are conditional,
the Board may, with the prior approval of Stifel,
JPMC and RMB, bring forward or postpone the closing
time and date for the Issues. In the event that such
time and date is changed, the Company will notify
investors who have applied for Ordinary Shares of
changes to the timetable either by post, by electronic
mail or by the publication of a notice through a Regulatory
Information Service.
Your attention is drawn to the detailed Terms and Conditions of the
Initial Placing and Offer set out in the Appendix to this announcement.
For further information, please contact:
Foresight Group
Louise Chesworth lchesworth@foresightgroup.eu
+44 (0)20 3667 8100
Stifel Nicolaus Europe Limited (Joint UK Bookrunner)
+44 (0)20 7710 7600
Mark Bloomfield
Neil Winward
Tunga Chigovanyika
J.P. Morgan Cazenove (Joint UK Bookrunner)
+44 (0)20 7742 4000
William Simmonds
Anne Ross
Oliver Kenyon
Rand Merchant Bank (South African Bookrunner)
+27 (0)11 282 8000
Irshaad Paruk
Samuel Barton-Bridges
IMPORTANT NOTICE
This announcement is not for distribution, directly or indirectly, in or
into the United States of America (including its territories and
possessions, any state of the United States of America and the District
of Columbia) (the "United States"), Australia, Canada, Japan or into any
other jurisdiction where to do so might constitute a violation or breach
of any applicable law. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein comes
should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction.
This announcement does not constitute, or form part of, an offer to sell,
or a solicitation of an offer to purchase, any securities in the United
States, Australia, Canada, Japan or in any jurisdiction in which such
offer or solicitation is unlawful (the "Excluded Territories"). The
securities of the Company have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act") or
the US Investment Company Act of 1940, as amended and may not be offered
or sold directly or indirectly in or into the United States or to or for
the account or benefit of any US Person (within the meaning of
Regulation S under the Securities Act). The securities referred to
herein have not been registered under the applicable securities laws of
any state, province or territory of the Excluded Territories and,
subject to certain exceptions, may not be offered or sold into or within
any of the Excluded Territories or to any national, resident or citizen
of any of the Excluded Territories.
This announcement has been issued by and is the sole responsibility of
the Company. No representation or warranty, express or implied, is or
will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by, Stifel, J.P. Morgan Cazenove or RMB
or by any of their respective affiliates or agents as to or in relation
to the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available to
any interested party or their advisers and any liability therefore is
expressly disclaimed.
Stifel is authorised and regulated in the United Kingdom by the
Financial Conduct Authority (the "FCA"). Stifel is acting exclusively
for the Company and no-one else in connection with the Issues, this
announcement or any other matters referred to in this announcement, and
will not regard any other person as its client in relation to the Issues
or any other matters referred to in this announcement. Stifel will not
be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation
to the Issues or any other matter referred to in this announcement.
J.P. Morgan Cazenove is authorised by the Prudential Regulatory
Authority (the "PRA") and is regulated in the United Kingdom by the FCA
and PRA. J.P. Morgan Cazenove is acting exclusively for the Company and
no-one else in connection with the Issues, this announcement or any
other matters referred to in this announcement, and will not regard any
other person as its client in relation to the Issues or any other
matters referred to in this announcement. J.P. Morgan Cazenove will not
be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation
to the Issues or any other matter referred to in this announcement.
RMB is authorised and regulated by the Financial Services Board of South
Africa. RMB is acting exclusively for the Company and no-one else in
connection with this announcement or any other matters referred to in
this announcement, and will not regard any other person as its client in
relation to the Issues or any other matters referred to in this
announcement. Apart from the responsibilities and liabilities, if any,
which may be imposed on it by the Financial Services Board of South
Africa or the regulatory regime established thereunder, RMB will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation
to the Issues or any other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be
imposed on Stifel and J.P. Morgan Cazenove under the Financial Services
and Markets Act 2000 (as amended) or the regulatory regime established
thereunder or under the regulatory regime of any jurisdiction where the
exclusion of liability under the relevant regulatory regime would be
illegal, void or unenforceable, neither Stifel nor J.P. Morgan Cazenove
nor any of their respective affiliates accept any responsibility or
liability whatsoever for, nor make any representation or warranty,
express or implied, concerning the contents of this announcement,
including its accuracy, completeness or verification, or for any other
statement made or purported to be made by the Company, or on the
Company's behalf, or by Stifel or J.P. Morgan Cazenove, or on behalf of
Stifel or J.P. Morgan Cazenove in connection with the Company, the
Issues or the New Shares and nothing in this announcement is, or shall
be relied upon as, a promise or representation in this respect, whether
as to the past or future. To the fullest extent permitted by law, each
of the Stifel and J.P. Morgan Cazenove and their respective affiliates
disclaim all and any duty, liability or responsibility whatsoever,
whether direct or indirect and whether in contract, in tort, under
statute or otherwise (save as referred to above), which it might
otherwise have in respect of this announcement or any such statement.
This announcement contains (or may contain) certain forward-looking
statements, beliefs or opinions, with respect to the financial condition,
results of operations and business of the Company. These forward-looking
statements, which sometimes use words such as "believe," "estimate,"
"target," "anticipate," "expect," "could," "would," "intend," "aim,"
"plan," "predict," "continue," "assume," "positioned," "may," "will,"
"should," "shall," "risk" their negatives and other similar expressions,
include all matters that are not historical facts and reflect the
directors' beliefs and expectations and involve a number of risks,
uncertainties and assumptions that cause actual results and performance
to differ materially from any expected future results or performance
expressed or implied by the forward-looking statement. By their nature,
forward-looking statements are subject to unknown risks, uncertainties
and other factors that could cause actual results to differ materially
from those expressed or implied by such forward-looking statements. Past
performance of the Company cannot be relied on as a guide to future
performance and persons reading this announcement are cautioned not to
place undue reliance on such forward-looking statements. The information
contained in this announcement is subject to change without notice and
except as required by applicable law, none of the Company, Stifel, J.P.
Morgan Cazenove or RMB or any of their respective affiliates or agents
assumes any responsibility or obligation to update, amend or revise
publicly or review any of the forward-looking statements, which speak
only as at the date of this announcement. No statement in this
announcement is or is intended to be a profit forecast or profit
estimate or to imply that the earnings of the Company for the current or
future financial years will necessarily match or exceed the historical
or published earnings of the Company.
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
March 03, 2017 02:00 ET (07:00 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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