TIDMUSF TIDMUSFP
RNS Number : 3456V
US Solar Fund PLC
13 April 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN
THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY
OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO
WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE, OR ANY
SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR OR OTHERWISE
ACQUIRE, ANY INVESTMENTS IN ANY JURISDICTION.
13 April 2021
US SOLAR FUND PLC ("USF", the "Company")
Publication of Prospectus
The Board of US Solar Fund plc today announces the publication
of a prospectus (the "Prospectus") in relation to the Placing
Programme to be conducted over the next 12 months which includes an
Initial Placing, Offer for Subscription and Intermediaries Offer of
new Ordinary Shares which was launched earlier on today.
A copy of the Prospectus will be submitted to the National
Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism shortly as
well as on the Company's website at http://www.ussolarfund.co.uk
.
Unless otherwise defined, the terms used in this announcement
shall have the same meaning as set out in the Prospectus.
For further information, please contact:
US Solar Fund
Whitney Voûte +1 718 230 4329
Cenkos Securities plc
James King
Tunga Chigovanyika
Will Talkington +44 20 7397 8900
Jefferies International Limited
Stuart Klein
Gaudi Le Roux +44 20 7029 8000
KL Communications +44 20 3995 6673
Charles Gorman
Charlotte Stickings
Solid Solutions Associates
(Intermediaries Offer Adviser)
Nigel Morris +44 7850 825701
About US Solar Fund plc
US Solar Fund plc listed on the premium segment of the London
Stock Exchange in April 2019, following its successful $200m IPO.
The Company's investment objective is to provide investors with
attractive and sustainable dividends with an element of capital
growth by investing in a diversified portfolio of solar power
assets in North America and other OECD countries in the
Americas.
The Company acquires or constructs, owns and operates solar
power assets that are expected to have an asset life of at least 30
years and generate stable and uncorrelated cashflows by selling
electricity to creditworthy offtakers under long-term power
purchase agreements (or PPAs).
Further information on the Company can be found on its website
at http://www.ussolarfund.co.uk .
About the Investment Manager
USF is managed by New Energy Solar Manager (NESM). NESM also
manages New Energy Solar, an Australian Securities Exchange
(ASX)-listed fund. NESM manages over US$1.4bn of invested capital
across US and Australian solar plants.
NESM is owned by E&P Funds, the funds management division of
E&P Financial Group, an ASX listed company (ASX: EP1) with over
A$20 billion of funds under advice.
IMPORTANT NOTICES
This communication is only addressed to, and directed at,
persons in the United Kingdom who are "qualified investors" within
the meaning of Article 2(e) of the UK Prospectus Regulation
(Qualified Investors). For the purposes of this provision, the
expression "UK Prospectus Regulation" means the UK version of the
EU Prospectus Regulation (2017/1129/EU) which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018. In the United
Kingdom, this communication is being distributed only to, and is
directed only at, Qualified Investors (i) who have professional
experience in matters relating to investments who fall within the
definition of "investment professional" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (Order), or (ii) who are high net worth companies,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order, and (iii)
other persons to whom it may otherwise lawfully be communicated
(all such persons together being referred to as "relevant
persons"). Any investment or investment activity to which this
communication relates is available only to and will only be engaged
in with such persons. This communication must not be acted on or
relied on in the United Kingdom, by persons who are not Qualified
Investors.
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 information in the
prospectus to be published by the Company in connection with the
admission of the shares in the capital of the Company to the
Official List of the Financial Conduct Authority and to trading on
the London Stock Exchange plc's main market for listed securities
(Prospectus). Copies of the Prospectus are available from the
Company's website.
This announcement is not an offer to sell or a solicitation of
any offer to buy the securities of the Company (such securities
being the Securities) in the United States, Australia, Canada,
Japan, South Africa or in any other jurisdiction where such offer
or sale would be unlawful.
The Company has not been and will not be registered under the US
Investment Company Act of 1940 (Investment Company Act) and, as
such, holders of the Securities 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. The Securities have not been and will not
be registered under the US Securities Act of 1933 (Securities Act),
or with any securities regulatory authority of any state or other
jurisdiction of the United States, and may not be offered, sold,
resold, pledged, distributed or 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 (US Persons) except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States and in a manner which would not require the
Company to register under the Investment Company Act. No public
offering of the Securities is being made in the United States.
Nothing in this announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
The information and opinions contained in this announcement are
provided as at the date of the document and are subject to change
and no representation or warranty, express or implied, is or will
be made in relation to the accuracy or completeness of the
information contained herein and no responsibility, obligation or
liability or duty (whether direct or indirect, in contract, tort or
otherwise) is or will be accepted by the Company, the Investment
Manager, the Joint Bookrunners or any of their affiliates or by any
of their respective officers, employees or agents in relation to
it. No reliance may be placed for any purpose whatsoever on the
information or opinions contained in this announcement or on its
completeness, accuracy or fairness. The document has not been
approved by any competent regulatory or supervisory authority.
Potential investors should be aware that any investment in the
Company is speculative, involves a high degree of risk, and could
result in the loss of all or substantially all of their investment.
Results can be positively or negatively affected by market
conditions beyond the control of the Company or any other person.
The returns set out in the Prospectus and in this announcement are
targets only. There is no guarantee that any returns set out in the
Prospectus and in this announcement can be achieved or can be
continued if achieved, nor that the Company will make any
distributions whatsoever. There may be other additional risks,
uncertainties and factors that could cause the returns generated by
the Company to be materially lower than the returns set out in this
announcement. Past performance cannot be relied on as a guide to
future performance.
The information in this announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur.
Each of the Company, the Investment Manager and the Joint
Bookrunners and their affiliates and their respective officers,
employees and agents expressly disclaim any and all liability which
may be based on this announcement and any errors therein or
omissions therefrom.
No representation or warranty is given to the achievement or
reasonableness of future projections, management targets,
estimates, prospects or returns, if any. Any views contained herein
are based on financial, economic, market and other conditions
prevailing as at the date of this announcement. The information
contained in this announcement will not be updated.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: the FCA's PROD3 Rules on product governance
within the FCA Handbook (FCA PROD3 Rules), and disclaiming all and
any liability, whether arising in tort, contract or otherwise,
which any "manufacturer" (for the purposes of the FCA PROD3 Rules)
may otherwise have with respect thereto, the Ordinary Shares the
subject of the Offer have been subject to a product approval
process, which has determined that such Ordinary Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in FCA Glossary; and (ii)
eligible for distribution through all distribution channels as are
permitted by PROD3 (Target Market Assessment). Notwithstanding the
Target Market Assessment, Distributors should note that: the price
of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the Ordinary
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of the FCA PROD3 Rules; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
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END
PDIDKNBNQBKDPQD
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April 13, 2021 10:39 ET (14:39 GMT)
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