Foresight Slr Fnd Ld Foresight Solar Fund Limited : Replacement Announcement Placing Price & Net Asset Value
March 03 2015 - 1:50PM
UK Regulatory
TIDMFSFL
The following amendment has been made to the "Placing Price and Net
Asset Value" announcement released on 3 March 2015 at 12.22 GMT.
The new Ordinary Shares to be issued will not carry any entitlement to
the second interim dividend of 3.0 pence approved on 2 March 2015 to be
paid on 27 March 2015. The Placing price has been updated to 99.9 pence
per New Share to allow for the pro forma reduction of the NAV upon which
the Placing price is based to 98.20 pence per Share.
All other details remain unchanged.
The full amended text is shown below.
Foresight Solar Fund Limited: Placing Price and Net Asset Value
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 the
prospectus (the "Prospectus") published by Foresight Solar Fund Limited
on 25 September 2014, in connection with a placing programme (the
"Placing Programme") for ordinary shares of no par value each ("Ordinary
Shares"), to be admitted 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 (the "Company") announces that as at 15
February 2015, the unaudited Net Asset Value ("NAV") per Ordinary Share
was 101.20 pence (31 December 2014: 100.90 pence).
The increase in NAV from 31 December 2014 includes accrued interest and
income earned during the period and incorporates the seasonality
inherent in solar energy production. All other valuation assumptions
remain consistent with those previously outlined in the NAV statement
released on 16 January 2015.
Placing Price
On 19 February 2015, the Board of the Company announced its intention to
raise additional capital by way of a placing of new Ordinary Shares
under the Placing Programme announced on 25 September 2014 in accordance
with the Prospectus (the "Placing"). The Placing price is equal to the
NAV per Share as at 15 February 2015 plus a premium of 1.75 per cent.,
rounded to the nearest decimal place.
The new Ordinary Shares to be issued will not carry any entitlement to
the second interim dividend of 3.0 pence approved on 2 March 2015 to be
paid on 27 March 2015. Following the announcement of NAV as at 15
February 2015, as reduced to 98.20 pence on a pro forma basis to exclude
this second interim dividend, the Board therefore announces that the
Placing price is 99.9 pence per New Share.
Timetable
The timetable is subject to change at the discretion of the Company,
Stifel Nicolaus Europe Limited ("Stifel") and J.P. Morgan Cazenove.
Qualified investors are invited to apply for new Ordinary Shares by
contacting either Stifel or J.P. Morgan Cazenove. The decision to allot
any shares to any qualified investors shall be at the discretion of the
Company, Stifel and J.P. Morgan Cazenove.
Event Date
Announcement of NAV and Placing price 3 March 2015
Placing Opens 3 March 2015
Latest time and date for receipt of Placing commitments 12:00pm on 12 March 2015
Results of Placing announced 13 March 2015
Admission and Settlement 17 March 2015
Crediting of CREST in respect of New Shares 8.00am on 17 March 2015
Share certificates in respect of New Shares despatched On or around 24 March 2014
(if applicable)
Placing Agreement
Oriel Securities Limited, who were appointed as Sponsor and Joint
Bookrunner under the Placing Programme, became part of Stifel Financial
Corp. in July 2014. Oriel Securities Limited's business was combined
with other group UK businesses with effect from 1 March 2015 and its
rights and obligations under the Placing Agreement have been novated to
Stifel. J.P. Morgan Cazenove has been appointed Joint Bookrunner along
with Stifel under the Placing Programme, having signed a restated
placing agreement with the Company.
ENDS
For further information, please contact:
Foresight Group
Elena Palasmith epalasmith@foresightgroup.eu +44 (0)203 667 8100
Stifel (Sponsor and Joint Bookrunner) +44 (0)20 7710 7600
Mark Bloomfield
Neil Winward
Tunga Chigovanyika
J.P. Morgan Cazenove (Joint Bookrunner)
William Simmonds +44 (0)20 7742 4000
Notes to Editors
About Foresight Solar Fund Limited ("The Company" or "FSFL")
FSFL is a Jersey-registered closed-end investment company. The Company
invests in ground based UK solar power assets to achieve its objective
of providing Shareholders with a sustainable and increasing dividend
with the potential for capital growth over the long-term.
The Company raised proceeds of GBP150m through an initial public
offering ("IPO") of shares on the main market of the London Stock
Exchange in October 2013, and a further GBP60.1m through an Initial
Placing and Offer for Subscription in October 2014.
About Foresight Group
Foresight Group was established in 1984 and today is a leading
independent infrastructure and private equity investment manager with
over GBP1.3 billion of assets under management. As one of the UK's
leading solar infrastructure investment teams Foresight funds currently
manage c. GBP1 billion in over 40 separate operating Photovoltaic ("PV")
plants in the UK, the USA and southern Europe.
In May 2013 Foresight executed an innovative refinancing of its existing
UK solar assets through the issue of a GBP60m London Stock Exchange
listed index-linked Solar Bond.
Foresight Group has offices in London, Nottingham, Guernsey, Rome and
the USA.
www.foresightgroup.eu
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, Stifel or J.P. Morgan Cazenove 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, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting as sponsor to the Company and is
acting for no-one else in connection with the Placing 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 Stifel
Nicolaus Europe Limited nor for providing advice in connection with the
Issues and the contents of this announcement or any other matter
referred to herein.
J.P. Morgan Cazenove which is authorised by the Prudential Regulation
Authority and regulated by the Prudential Regulation Authority and the
Financial Conduct Authority and Stifel (together, the "Joint
Bookrunners"), are each acting exclusively for the Company and no-one
else in connection with the Placing or the matters referred to in this
announcement, will not regard any other person as their respective
client in relation to the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to their
respective clients or for providing advice in relation to the Placing or
any transaction or arrangement referred to in this announcement.
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#1899229
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