Foresight Slr Fnd Ld Foresight Solar Fund Limited : Connection Of Bournemouth And Kencot Assets & Proposed Initial Placing An...
September 25 2014 - 2:01AM
UK Regulatory
TIDMFSFL
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO
U.S. PERSONS, OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH
AFRICA OR JAPAN
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 neither an advertisement, a prospectus nor a
financial promotion. Any investment in any shares referred to in this
announcement may be made only on the basis of information in a
prospectus (the "Prospectus") to be published by Foresight Solar Fund
Limited in connection, inter alia, with the proposed admission of its to
be issued ordinary shares of no par value each to the Premium Listing
segment of the Official List of the UK Listing Authority and to trading
on the Main Market for listed securities of the London Stock Exchange.
Foresight Solar Fund Limited
Connection of Bournemouth and Kencot Assets & Proposed Initial Placing
and Offer for Subscription and Placing Programme
25 September 2014
The Board of Foresight Solar Fund Limited (the "Company") is pleased to
confirm the successful connection to the grid of the 37MW Bournemouth
and the 37MW Kencot, Oxfordshire assets. The Company hereby announces
its intention to raise up to a target amount of approximately GBP100
million, by way of an Initial Placing and Offer for Subscription (the
"Initial Placing and Offer") of new Ordinary Shares ("New Shares") and
to create a Placing Programme in relation to its New Shares (the Initial
Placing and Offer and Placing Programme, together known as the
"Issues"). The Initial Placing and Offer Price is based on the NAV per
Share as at 30 September 2014 plus a premium of two per cent. to cover
the costs of the Initial Placing and Offer.
Background and Reasons for the Issues
Following the Company's successful launch in October 2013, the Company
has acquired, or agreed to acquire, subject only to the assets receiving
ROC Accreditation, nine operational assets with an aggregate value of
approximately GBP239 million. To enable the Board to take advantage of
the prevailing market conditions and investment opportunities, the Board
is proposing an Initial Placing and Offer with the proceeds, together
with existing debt facilities, to be used to complete the acquisition of
two assets which the Group has already contracted to acquire. The two
assets are the 37MW Bournemouth solar power plant in Dorset, and the
37MW Kencot, Oxfordshire asset which are both now connected to the grid.
The Company is also proposing a Placing Programme to fund, together with
its existing debt facilities, further acquisition opportunities which
support the Company's investment objective and acquisition criteria, as
and when they arise. This will provide the flexibility to enable the
Investment Manager to act opportunistically, by making a series of
accretive acquisitions whilst also mitigating the risk of cash drag on
Shareholders' funds.
The Board further believes that the Issues offer significant benefits
for all Shareholders as noted below:
-- any proceeds raised under the Issues would increase the net assets of the
Group and provide flexibility in managing the Group's leverage;
-- the Issues offer the Company the potential opportunity to benefit from
further acquisitions which will diversify the Group's portfolio;
-- the Issues would significantly increase the market capitalisation of the
Company which should therefore increase liquidity in the Ordinary Shares;
and
-- as a result of the Issues, the fixed costs of the Group would be spread
over a larger asset base and therefore the total expense ratio of the
Group would be reduced.
Details of the Issues
The Initial Placing and Offer
Following the announcement of connection and commencement of operations
of the Bournemouth and Kencot solar power plants, the Company is
proposing to target an initial issue of up to 100 million New Shares at
the Initial Placing and Offer Price, to raise Gross Proceeds of
approximately GBP100 million.
The Placing Programme
Following the Initial Placing and Offer, the Board intends to implement
the Placing Programme. Under the Placing Programme, subject to
shareholder approval, the Company intends to issue up to 200 million New
Shares less any such shares issued pursuant to the Initial Placing and
Offer. The Placing Programme is being implemented to enable the Company
to raise additional capital in the period to 24 September 2015 as and
when it identifies suitable assets for acquisition.
Extraordinary General Meeting
The Issues are subject to Shareholder approval to be sought at an
extraordinary general meeting ("EGM") to be held at 1.00 p.m. on 13
October 2014 at Elizabeth House, 9 Castle Street, St. Helier, Jersey JE4
2QP. A circular and notice of EGM (the "Circular") to approve by special
resolution 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 (the "BlackRock Related Parties") wish to take part in the
Issues, is expected to be posted later today.
The Related Party Transaction
As the BlackRock Related Parties have held more than ten per cent. of
the voting rights in the Company in the past 12 months, they are
considered to be a "related party" for the purposes of the Listing
Rules. Subject to the paragraph below, the issue of New Shares to any
of the BlackRock Related Parties pursuant to the Issues would constitute
a "related party transaction" and requires the approval of the
Shareholders.
The BlackRock Related Parties can subscribe for New Shares issued
pursuant to the Issues, without the approval of the Shareholders, if the
aggregate gross proceeds of the New Shares issued to the BlackRock
Related Parties pursuant to the Issues over a 12 month period represent
five per cent. or less of the market capitalisation of the Company at
the time of allocation to the BlackRock Related Parties and the number
of New Shares issued to the BlackRock Related Parties in the 12 month
period does not exceed five per cent. of the issued share capital.
As the aggregate gross proceeds and the number of any New Shares over a
12 month period issued to the BlackRock Related Parties pursuant to the
Issues may breach the thresholds described above, the Listing Rules
require the approval of the Related Party Transaction by Independent
Shareholders to enable the BlackRock Related Parties to participate in
the Issues.
Should the BlackRock Related Parties choose to participate in any
Placing under the Placing Programme (including the Initial Placing)
and/or the Offer for Subscription, their participation will be on the
same terms as other placees in that placing (including the Initial
Placing) and/or other subscribers in the Offer for Subscription (as
applicable). In addition, any commissions paid by the Company to Oriel
in respect of subscribers for New Shares procured by Oriel will be the
same whether or not such subscriber is one of the BlackRock Related
Parties.
The BlackRock Related Parties are not permitted to subscribe for New
Shares pursuant to the Issues if the aggregate gross proceeds in respect
of their participation over the course of the Issues represent more than
GBP37.5 million (being approximately 24.10 per cent. of the market
capitalisation of the Company as at 23 September 2014 or 24.13 per cent.
of the Net Asset Value of the Company as at 30 June 2014).
In addition the Prospectus in relation to the Issues is expected to be
published on or around today's date.
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:
Event Date
Initial Placing and Offer
Initial Placing and Offer opens 25 September 2014
Latest time and date for return of Forms of Proxy 1.00pm on 9 October 2014
for the Extraordinary General Meeting
Extraordinary General Meeting 1.00pm on 13 October 2014
Initial Placing and Offer Price announced 13 October 2014
Latest time and date for receipt of Application Forms 11.00 a.m. on 15 October 2014
under the Offer
Latest time and date for commitments under the Initial 12.00 p.m. on 16 October 2014
Placing
Results of Initial Placing and Offer announced 17 October 2014
Admission and dealings in New Shares commence 8.00 a.m. on 22 October 2014
Crediting of CREST accounts in respect of the New 22 October 2014
Shares
Share certificates in respect of New Shares despatched on or around 29 October 2014
(if applicable)
Placing Programme
Placing Programme opens 22 October 2014
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 24 September 2015
Programme
The dates and times specified above are subject to change.
ENDS
For further information, please contact:
Foresight Group
Sarah Cole +44 (0)203 667 8154
Oriel Securities (Sponsor and Bookrunner) +44 (0)20 7710 7600
Mark Bloomfield
Neil Winward
Tunga Chigovanyika
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 South
Africa. 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 South Africa. 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
Australia, Canada, Japan or South Africa and, subject to certain
exceptions, may not be offered or sold within Australia, Canada, Japan
or South Africa or to any national, resident or citizen of Australia,
Canada, Japan or South Africa.
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, Oriel Securities Limited, 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.
Oriel Securities Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as sponsor
and bookrunner to the Company and is acting for no-one else in
connection with the Issues and the contents of this announcement and
will not be responsible to anyone other than the Company for providing
the protections afforded to clients of Oriel Securities Limited nor for
providing advice in connection with the Issues and the contents of this
announcement or any other matter referred to herein.
This announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX 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
HUG#1858177
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