Foresight Slr Fnd Ld Foresight Solar Fund Limited : Proposed Issue Of Equity Under The Placing Programme
May 18 2015 - 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 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.
Proposed Placing under the Placing Programme
The Board of Foresight Solar Fund Limited (the "Company") is pleased to
announce a proposed further placing of new Ordinary Shares under the
Placing Programme announced on 25 September 2014 in accordance with the
Prospectus (the "Placing").
The Placing price will be based on an updated NAV per Ordinary Share to
be announced on 1 June 2015 plus a premium to cover the costs of the
Placing. New Ordinary Shares to be issued under the Placing will carry
an entitlement to the first quarterly dividend of 1.52 pence, as
announced on 27 April 2015, in respect of the period from 1 January to
31 March 2015, which will be paid on 30 June 2015.
Unless otherwise defined herein, terms used in this announcement shall
have the same meanings as those defined in the Prospectus.
Investment Update
-- Following financial completion of the Kencot asset and Wymeswold
extension, the Company has invested a further GBP50 million since the
GBP36.1 million raised during March 2015 under the Placing Programme.
-- The Company has secured exclusivity over a pipeline of assets totalling
more than 100MW, including a 51MW operational portfolio which was
connected to the Grid in Q1 2015 and thus qualifies for the 1.4 Renewable
Obligation Certificate ("ROC") rate.
-- The successful acquisition of all of the exclusive pipeline would
represent an increase in capacity of c. 50% for the Company.
-- The proceeds from the Placing will therefore be used towards repaying the
existing acquisition facility and enabling the Company to take advantage
of this exclusive pipeline of assets.
-- Performance of the portfolio remains in line with the expectations of the
Investment Manager.
Timetable
The expected timetable is as follows but is subject to change at the
discretion of the Company, Stifel Nicolaus Europe Limited ("Stifel") and
J.P. Morgan Cazenove.
Event Date
Announcement of NAV and Placing price 1 June 2015
Placing Opens 1 June 2015
Latest time and date for receipt of Placing 12:00pm on 11 June
commitments 2015
Results of Placing announced 12 June 2015
Admission and Settlement 16 June 2015
Crediting of CREST in respect of New Shares 8.00am on 16 June 2015
Share certificates in respect of New Shares despatched On or around 23 June
(if applicable) 2015
ENDS
For further information, please contact:
Foresight Group
Elena Palasmith epalasmith@foresightgroup.eu +44 (0)203 667 8100
Stifel Nicolaus Europe Limited (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's
233MW, ten asset portfolio is fully operational.
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 GBP96.2m through issues under
the Placing Programme in October 2014 and March 2015.
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
San Francisco.
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
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#1921927
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