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 published by Foresight
Solar Fund Limited on 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"). Attention is also drawn to
the terms and conditions at the bottom of this announcement.
25 October 2017
Foresight Solar Fund Limited
Proposed Placing and Net Asset Value Update
The Board of Foresight Solar Fund Limited (the "Company") is pleased to
announce a placing of new ordinary shares (the "Placing") under its
existing placing programme as described in the Prospectus (the "2017
Placing Programme"). The Placing will seek to raise gross proceeds in
excess of GBP75 million in accordance with the Prospectus.
The Company also announces its unaudited NAV as at 30 September 2017 was
GBP426 million, resulting in a NAV per ordinary share of 102.9 pence (30
June 2017: 104.6 pence). The decrease in NAV is mainly attributable to a
downward revision of power price assumptions over the three months to
the end September 2017. The Gross Asset Value ("GAV") including Company
and Subsidiaries as at 30 September 2017 is GBP638.1 million. The
Company's equity discount rate for UK investments remains unchanged at
7.25%.
The placing price has been set at 108 pence per ordinary share. The
Placing price represents a discount of 2.9% to the closing market price
per ordinary share on 24 October 2017 and a premium to the latest NAV of
4.9%. Investors participating in the placing will be eligible for the
second quarterly dividend of 1.58 pence per ordinary share, which is
expected to be paid on 24 November 2017. The Company has already
announced that, in the absence of unforeseen circumstances, its target
full year dividend for 2017 is 6.32 pence per ordinary share.
Use of Proceeds
The Board has recently announced its first overseas transactions in
Australia with the acquisition of 48.5% of the 110MW Bannerton Solar
Farm and the entering into binding commitments to acquire interests in
the three construction stage assets from Canadian Solar Inc, Longreach
(17MW), Oakey 1 (30MW) and Oakey 2 (70MW), representing a portfolio of
117MW (the "Australian Assets"). The Australian solar assets are
expected to connect to the grid between March and October 2018, with the
projects being held at cost until each of their relevant operation start
dates are reached. Following the acquisition of the Australian Assets,
the Company's portfolio comprises of 23 assets with a net peak capacity
of 621MW, of which 146MW are under construction.
The equity investment for the Australian Assets, including the expected
construction costs, will amount to a total of approximately A$104
million (equivalent to c.GBP61 million at current exchange rate([1]
#_ftn1) ) and will result in the Company's existing GBP95 million
revolving credit facilities ("RCFs") becoming fully allocated.
In addition to the Bannerton Solar Farm and Canadian Solar Australian
portfolio the Company's existing RCFs were also utilised to partially
fund the acquisition of the 49.6MW Sandridge Solar Farm and the 5MW
Wally Corner Solar Farm in February and July this year, respectively.
The net proceeds from the Placing will be used to pay down debt and to
allow the Company to take advantage of a number of further attractive
investment opportunities in the UK and overseas markets, in accordance
with the Company's investment policy.
The Board believes that the Australian solar market is attractive as it
offers the opportunity to diversify the Company's portfolio into an
overseas market that benefits from strong regulatory support while
delivering further growth opportunities for the Company, supported by
the Investment Manger's active presence in Australia since 2016. The
Australian Assets will be managed by the Investment Manager's local team
which is based in Sydney and has the full support of the UK based team.
Australian Solar Market Opportunity
The Australian solar market is a growing market with large-scale
projects with an installed capacity above 1MW expected to represent
560MW of total installed capacity in 2017 and significant growth is
expected in the coming years with 4.5GW of new large-scale projects
expected to be installed by 2020([2] #_ftn2) .
The Australian market presents a high irradiation profile with average
levels of c.2,000 KWh/m2, approximately twice the average UK solar
project, and a lower production seasonality with peak production months
taking place between October and March. From a technical perspective the
Australian projects predominately adopt a single axis tracking
technology which provides an uplift in energy production versus fixed
ground mounted solar solutions.
Regulatory support for solar projects in Australia is obtained under the
Large Scale Renewable Energy Target ("LRET"), a scheme that has been in
operation since 2001 with the aim to source 33,000 GWh of the nation's
electricity generation from renewable sources by 2020, electricity
generation that is expected to represent the equivalent of 20% of
Australia's total generated electricity. Under current legislation the
scheme will expire in 2030 independently of the date projects connect to
the grid.
Under the LRET a renewable generator is entitled to a Large-Scale
Generation Certificate ("LGC") for every 1 MWh of power generated. The
price of each LGC will be defined based on supply and demand principles,
however prices can be fixed through long term contracts. Prices for LGCs
are expected to decrease over time as additional renewable projects are
connected to the grid therefore increasing supply of certificates.
The LGC related revenue expected to be generated by the Australian
Assets will represent 23% of the total Australian dollars ("AUD")
revenue generated until 2030. The remaining 77% of the total revenue
will be obtained from the sale of the electricity generated.
The sale of electricity generated can be performed on a wholesale spot
electricity price basis or under long term, fixed-price power purchase
agreements ("PPAs") for up to 20 years. As the Company has already
announced, the Solar Farms at Longreach and Oakey 1 have entered into
20-year fixed-price offtake agreements with the Queensland Government,
while the Bannerton Solar Farm benefits from a 17 year fixed-price PPA
with Alinta Energy, an Australian retailer.
The electricity sales under fixed price contracts during the initial
20-year period of operations will represent c.50% of the total expected
electricity sales. This calculation excludes the Solar Farm at Oakey 2
as the PPA is still under negotiation.
Australia's National Electricity Market is the wholesale electricity
market that covers the electrically connected states and territories of
eastern and southern Australia, being Queensland, New South Wales,
Victoria, South Australia and Tasmania. Western Australia and the
Northern Territory are disconnected and have their own networks.
Wholesale power prices vary between states and power prices can be
volatile in certain parts of Australia. Australian summer months of
October to March are when power prices are typically higher, in part due
to the high levels of air conditioning in use. Power prices have
recently increased as coal fired power stations have been taken offline
such as the closure of Hazelwood Power Station which had a capacity of
1,600MW, equivalent to 12,000 GWh of generation a year, and provided 11%
of Victoria's power supply. Queensland for example has been experiencing
recent volatility in power prices with average prices of A$198, A$240,
A$89, A$95, A$86 and A$76/MWh in the six months from January 2017 to
June 2017.
The Company will update its power price forecasts for each asset in
Australia on a quarterly basis using forecasts prepared by a market
leading adviser.
Once in operation the Australian Assets will be valued based on a
Discounted Cash Flow ("DCF") methodology applying an equity discount
rate on a levered basis between 8.5% and 10%, depending on PPA strategy
and gearing structure. The Company assumes a medium and long term
inflation rate of 2.5% for the Australian market.
Gearing
The Australian Assets will benefit from AUD denominated senior debt
facilities at project level, a capital structure which provides a
natural hedge from a foreign exchange perspective. All the senior debt
facilities are already in place with the exception of the facility in
relation to the Solar Farm at Oakey 2 (the "Oakey 2 Facility") which is
currently under negotiation.
Gearing levels supported by solar projects in Australia depend on the
PPA strategy, with a maximum gearing of 85% achievable for projects with
PPAs with a 20 year tenor. The average gearing for the Australian
portfolio, once the projects are connected to the grid, is expected to
be approximately 59%.
The applicable interest rates for senior debt facilities also vary
significantly depending on the PPA structure and the level of contracted
revenues. The expected all-in cost of debt will range from 4.5% to 6%,
with the average all-in cost of debt for the Australian Assets of 4.7%,
including the expected cost for the Oakey 2 Facility. The legal tenor of
the senior debt facilities will range from 5 to 9 years across the
Australian Assets.
At the date of this announcement, all the AUD denominated senior debt
facilities remain undrawn.
As of 30 September 2017, the Company's total outstanding debt, including
RCFs was GBP199 million, representing 31% of GAV.
The total gearing as a percentage of GAV is not expected to exceed 40%
at the point in time when the totality of the AUD denominated senior
debt facilities are fully utilised, assuming:
-- GBP75 million of gross proceeds are raised in the Placing and used to
repay the RCFs outstanding balance;
-- No further acquisitions funded by the RCFs are announced during that
period; and
-- The Company GAV is adjusted to reflect the DCF value of the Australian
portfolio once the operational stage is reached.
Hedging Strategy
The investment in the Australian Assets will result in the Company
becoming exposed to foreign exchange movements as the Australian Assets
will generate distributable cash flows in AUD.
In order to reduce the risk of currency fluctuations and to minimize the
volatility of equity returns the Company will implement a hedging
strategy of entering forward contracts for up to 2 years in length to
hedge the majority of its distributable foreign currency cash flows at
project level. The equity invested will not benefit from foreign
exchange hedging.
The Company will be reviewing the foreign exchange strategy on a
semi-annual basis with the objective of limiting the short term
volatility in Sterling distributable cash flows caused by foreign
exchange fluctuations and of optimising the hedging instruments
associated costs.
The Placing
The Placing will be non pre-emptive and shall commence immediately
following this announcement.
Stifel Nicolaus Europe Limited ("Stifel") is the Company's Sponsor and
will be the sole bookrunner for the remainder of the 2017 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") and Rand Merchant Bank, a division of FirstRand Bank Limited
("RMB") will no longer be involved. The Company will also no longer be
pursuing a secondary listing in South Africa on the main board of the
securities exchange operated by the JSE Limited.
Qualified investors should communicate their firm interest to their
usual sales contact at Stifel, providing a clear indication of the
number of new Ordinary Shares for which such qualified investors wish to
subscribe under the Placing.
The decision to allot any new ordinary shares in the capital of the
Company to any qualified investors shall be at the discretion of the
Company and Stifel. Stifel reserves the right, after consultation with
the Company and the Investment Adviser, to scale back applications under
the Placing at their absolute discretion in such amounts as they
consider appropriate. The Placing is subject to the updated terms and
conditions of the 2017 Placing Programme as set out in the bottom of
this announcement.
Applications will be made to the UK Listing Authority for all of the new
ordinary shares issued pursuant to the Placing to be admitted to the
premium segment of the Official List and for all such new ordinary
shares to be admitted to trading on the London Stock Exchange's main
market for listed securities. It is expected that such admission will
become effective and dealings in such new ordinary shares will commence
on 10 November 2017.
The expected timetable for the Placing is set out below and is subject
to change at the discretion of the Company in consultation with Stifel.
Timetable
The expected timetable for the Placing is as follows:
EXPECTED TIMETABLE
Event Date
Placing opens 25 October 2017
Latest time and date for receipt of placing 12 pm, 7 November 2017
commitments
Results of Placing announced and trade date 8 November 2017
Admission and settlement 10 November 2017
For further information, please contact:
Foresight Group
Romy Abrahams RAbrahams@ForesightGroup.eu
+44 (0)20 3763 6956
Stifel Nicolaus Europe Limited (Sole Sponsor & Bookrunner)
+44 (0)20 7710 7600
Mark Bloomfield
Neil Winward
Tunga Chigovanyika
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
REGARDING THE PLACING
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPIX ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND AMMENTS THERETO (THE "PROSPECTUS DIRECTIVE")
("QUALIFIED INVESTORS") AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO
FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF
HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II)
ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 ("FSMA") AND (C) OTHERWISE, TO PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT
IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU
REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPIX AND
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS
AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPIX
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THE NEW SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES ACT"), OR UNDER
THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY
RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE
NO PUBLIC OFFER OF THE NEW SHARES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
FINANCIAL AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE NEW SHARES.
Persons who are invited to and who choose to participate in the Placing,
by making an oral or written offer to subscribe for New Shares,
including any individuals, funds or others on whose behalf a commitment
to subscribe for New Shares is given ("Placees"), will be deemed to have
read and understood this announcement in its entirety and to be making
such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements and undertakings,
contained in this Appendix. In particular each such Placee represents,
warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes that it will
subscribe for, hold, manage or dispose of any New Shares that are
allocated to it for the purposes of its business; and
2. if it is in a member state of the EEA and/or if it is a financial
intermediary, as that term is used in Article 3(2) of the Prospectus
Directive, that any New Shares subscribed for by it in the Placing will
not be subscribed for on a non-discretionary basis on behalf of, nor will
they be subscribed for with a view to their offer or resale to, persons
in any member state of the EEA in circumstances which may give rise to an
offer of securities to the public other than an offer or resale in a
member state of the EEA which has implemented the Prospectus Directive to
Qualified Investors (as defined above), or in circumstances in which the
prior consent of Stifel has been given to each such proposed offer or
resale.
Stifel (the "Bookrunner") does not make any representation to any
Placees regarding an investment in the New Shares.
Details of the Restated Placing Agreement and of the New Shares
The Bookrunner has today entered into a restatement agreement relating
to the placing agreement dated 3 March 2017 with inter alia the Company
and the Investment Manager (the "Restated Placing Agreement") under
which, on the terms and subject to the conditions set out therein, the
Bookrunner has agreed, as agent for and on behalf of the Company, to use
reasonable endeavours to procure placees (the "Placees") for the New
Shares to be issued pursuant to the Company's placing programme (the
"Placing").
The New Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing ordinary shares in the
capital of the Company (the "Ordinary Shares"), including the right to
receive all dividends and other distributions declared, made or paid in
respect of the Ordinary Shares after the date of admission of the New
Shares, including the second quarterly dividend of 1.58 pence, which is
expected to be paid on 24 November 2017.
Applications for listing and admission to trading
Applications will be made to the FCA for admission of the New Shares to
the premium listing segment of the Official List of the UK Listing
Authority (the "Official List") and to London Stock Exchange plc (the
"London Stock Exchange") for admission of the New Shares to trading on
its main market for listed securities (together, "Admission"). It is
expected that Admission will become effective on or around 8.00 a.m. on
10 November 2017 and that dealings in the New Shares will commence at
that time.
Bookbuild
The Bookrunner will today commence the bookbuilding process for
participation in the Placing by Placees (the "Bookbuild"). This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to Placees or
by Placees in respect of any New Shares.
The Bookrunner shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their absolute
discretion following consultation with the Company and the Investment
Manager, determine.
Participation in, and principal terms of, the Placing
1. Stifel is acting as a bookrunner and agent of the Company in connection
with the Placing.
2. Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by the Bookrunner. The
Bookrunner and its respective affiliates are entitled to enter bids in
the Bookbuild as principal.
3. A single price of 108.00 pence per New Share shall be payable to the
Bookrunner as agent for the Company by all Placees whose bids are
successful (the "Placing Price"). The results of the Placing will be
announced on a Regulatory Information Service ("RIS") following the
completion of the Bookbuild (the "Placing Results Announcement").
4. To bid in the Bookbuild, prospective Placees should communicate their bid
by telephone to their usual sales contact at the Bookrunner. Each bid
should state the number of New Shares which the prospective Placee wishes
to subscribe for at the Placing Price. Bids may be scaled down by the
Bookrunner on the basis referred to in paragraph 8 below.
5. A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and except with the Bookrunner's consent will
not be capable of variation or revocation after the time at which it is
submitted. Each Placee's obligations will be owed to the Company and the
Bookrunner. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Bookrunner as agents of
the Company, to pay in cleared funds immediately on the settlement date,
in accordance with the registration and settlement requirements set out
below, an amount equal to the product of the Placing Price and the number
of New Shares such Placee has agreed to subscribe for and the Company has
agreed to allot.
6. The Bookbuild is expected to close no later than 12 pm (London time) on 7
November 2017, but may be closed earlier or later at the discretion of
the Bookrunner. The Bookrunner may, in agreement with the Company and the
Investment Manager, accept bids that are received after the Bookbuild has
closed.
7. Each prospective Placee's allocation will be determined by the Bookrunner
(in consultation with the Company and the Investment Manager) and will be
confirmed orally by the Bookrunner (as agent for the Company) following
the close of the Bookbuild and a trade confirmation will be despatched
thereafter. This oral confirmation to such Placee will constitute an
irrevocable legally binding commitment upon that person (who will at that
point become a Placee) in favour of the Bookrunner and the Company to
subscribe for the number of New Shares allocated to it at the Placing
Price on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association. All obligations
under the Bookbuild and Placing will be subject to fulfilment of the
conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Right
to terminate under the Restated Placing Agreement". By participating in
the Bookbuild, each Placee will agree that its rights and obligations in
respect of the Placing will terminate only in the circumstances described
below and will not be capable of rescission or termination by the
Placee.
8. The Bookrunner may choose to accept bids, either in whole or in part, on
the basis of allocations determined in agreement with the Company and may
scale down any bids for this purpose on such basis as they may determine.
The Bookrunner may also, notwithstanding paragraphs 4 and 5 above and
subject to prior consent of the Company (i) allocate New Shares after the
time of any initial allocation to any person submitting a bid after that
time and (ii) allocate New Shares after the Bookbuild has closed to any
person submitting a bid after that time. The Company reserves the right
(upon agreement with the Bookrunner) to reduce or seek to increase the
amount to be raised pursuant to the Placing, in its absolute discretion.
9. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all New Shares to be subscribed for
pursuant to the Placing will be required to be made at the same time, on
the basis explained below under "Registration and settlement".
10. Except as required by law or regulation, no press release or other
announcement will be made by the Bookrunner or the Company using the name
of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
11. To the fullest extent permissible by law, neither the Bookrunner nor any
of its respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise). In particular,
neither the Bookrunner nor any of its respective affiliates, agents,
directors, officers or employees shall have any liability (including to
the fullest extent permissible by law, any fiduciary duties) in respect
of the conduct of the Bookbuild or of such alternative method of
effecting the Placing as the Bookrunner and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Restated Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Bookrunner under the Restated Placing
Agreement in respect of the New Shares is conditional on, inter alia:
1. agreement being reached between the Company and the Bookrunner on the
number of New Shares to be issued pursuant to the Placing;
2. none of the representations and warranties of the Company and the
Investment Manager contained in the Restated Placing Agreement being
untrue and inaccurate or misleading (in the good faith opinion of the
Bookrunner) on the date of the Restated Placing Agreement and at all
times before Admission by reference to the facts and circumstances then
subsisting, in each case in a manner, or to an extent, which is material;
3. each of the Company and the Investment Manager complying with its
obligations under the Restated Placing Agreement to the extent the same
fall to be performed prior to Admission;
4. the Company allotting, subject only to Admission, the New Shares to the
Placees in accordance with the Restated Placing Agreement; and
5. Admission taking place by not later than 8.00 a.m. (London time) on 10
November 2017.
If (i) any of the conditions contained in the Restated Placing Agreement,
including those described above, are not fulfilled (or, where permitted,
waived or extended in writing by the Bookrunner) or have become
incapable of fulfilment on or before the date or time specified for the
fulfilment thereof (or such later date and/or time as the Bookrunner may
agree), or (ii) the Restated Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the New Shares
shall cease and terminate at such time and each Placee agrees that no
claim can be made by the Placee in respect thereof. Any such extension
or waiver will not affect Placees' commitments as set out in this
announcement.
Neither the Bookrunner nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to any Placee
(or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not
to waive or to extend the time and/or the date for the satisfaction of
any condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing generally,
and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Bookrunner.
Right to terminate under the Restated Placing Agreement
At any time before Admission, the Bookrunner is entitled to terminate
the Restated Placing Agreement by giving notice in writing to the
Company and the Investment Manager if, amongst other things, in its
opinion (acting in good faith and following consultation with the
Company to the extent practicable) (i) any of the Company's or the
Investment Manager's warranties or representations contained in the
Restated Placing Agreement are not or cease to be true and accurate or
have become misleading, in each case in a manner, or to an extent, which
is material in the good faith opinion of the Bookrunner; or (ii) there
is a material breach by the Company or the Investment Manager of their
respective obligations under the Restated Placing Agreement; or (iii)
there has been a material adverse change in the condition, financial,
operational or otherwise, or in the earnings, management, business
affairs, business prospects or financial prospects of the Company and
its subsidiaries, or the Investment Manager and its subsidiaries,
whether or not arising in the ordinary course of business, since the
date of the Restated Placing Agreement; or (iv) the occurrence of a
force majeure or market disruption event as specified in the Restated
Placing Agreement which is of such severity or magnitude as to make it
impracticable or inadvisable to proceed with the Placing or which the
Bookrunner considers to be material.
Upon such notice being given, the parties to the Restated Placing
Agreement shall be released and discharged (except for any liability
arising before or in relation to such termination) from their respective
obligations under or pursuant to the Restated Placing Agreement, subject
to certain exceptions.
By participating in the Placing, Placees agree that the exercise by the
Bookrunner of any right of termination or other discretion under the
Restated Placing Agreement shall be within its absolute discretion and
that it does not need to make any reference to Placees and that the
Bookrunner shall not have any liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
Registration and settlement
Settlement of transactions in the New Shares following Admission will
take place within the system administered by Euroclear UK & Ireland
Limited ("CREST"), subject to certain exceptions. The Bookrunner and the
Company reserve the right to require settlement for and delivery of the
New Shares (or a portion thereof) to Placees in certificated form if
delivery or settlement is not possible or practicable within the CREST
system or would not be consistent with the regulatory requirements in
the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee
allocated New Shares in the Placing will be sent a contract note stating
the number of New Shares to be allocated to it at the Placing Price and
settlement instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance
with the standing CREST or certificated settlement instructions that it
has in place with the Bookrunner.
The Company will deliver the New Shares to a CREST account operated by
Stifel as the Company's agent and on 10 November 2017 will enter its
delivery (DEL) instruction into the CREST system. The input to CREST by
a Placee of a matching or acceptance instruction will then allow
delivery of the relevant New Shares to that Placee against payment.
It is expected that settlement will be on 10 November 2017 on a delivery
versus payment basis in accordance with the instructions set out in the
trade confirmation.
Interest is chargeable daily on payments not received from Placees on
the due date in accordance with the arrangements set out above at the
rate of two percentage points above LIBOR as determined by the
Bookrunner.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunner (as agent for the Company) may sell any or
all of the New Shares allocated to that Placee on such Placee's behalf
and retain from the proceeds, for the Company's account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required to
bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) or other similar taxes imposed in any
jurisdiction which may arise upon the sale of such New Shares on such
Placee's behalf.
If New Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and
delivered immediately to the relevant person within that organisation.
Insofar as New Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as
agent or that of a nominee for such person, such New Shares should,
subject as provided below, be so registered free from any liability to
UK stamp duty or stamp duty reserve tax. Placees shall not be entitled
to receive any fee or commission in connection with the Placing.
Representations and warranties and further terms
By participating in the Placing, each Placee (and any person acting on
such Placee's behalf) irrevocably acknowledges, confirms, undertakes,
represents, warrants and agrees (as the case may be) with the Bookrunner
(in its capacity as a bookrunner and agent of the Company, in each case
as a fundamental term of its application for New Shares), the following:
1. it has read and understood this announcement, including this Appendix, in
its entirety and that its acquisition of New Shares is subject to and
based upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate this
announcement;
2. the Placing does not constitute a recommendation or financial product
advice and the Bookrunner has not had regard to its particular objectives,
financial situation and needs;
3. that the Ordinary Shares in the capital of the Company are listed on the
premium listing segment of the Official List of the UK Listing Authority
and admitted to trading on the main market of the London Stock Exchange,
and that the Company is therefore required to publish certain business
and financial information in accordance with the rules and practices of
the FCA and that it is able to obtain or access such information, or
comparable information concerning any other publicly traded company, in
each case without undue difficulty;
4. that none of the Company, the Investment Manager the Bookrunner any of
their respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, and none of them
will provide, it with any material regarding the New Shares or the
Company or any other person other than this announcement, nor has it
requested the Bookrunner, the Company, the Investment Manager, any of
their respective affiliates or any person acting on behalf of any of them
to provide it with any such information;
5. unless otherwise specifically agreed with the Bookrunner, that it is not,
and at the time the New Shares are subscribed for, neither it nor the
beneficial owner of the New Shares will be, a resident of Australia,
Canada, Japan or the Republic of South Africa and further acknowledges
that the New Shares have not been and will not be registered under the
securities legislation of Australia, Canada, Japan or the Republic of
South Africa and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in or into
those jurisdictions;
6. that it (i) is not within the United States and will not be within the
United States at the time that any buy order for New Shares is originated
by it; (ii) is acquiring the New Shares in an "offshore transaction" as
defined in Regulation S under the US Securities Act; and (iii) is not
acquiring any of the New Shares as a result of any form of "directed
selling efforts" (within the meaning of Regulation S under the US
Securities Act);
7. it is not within Australia, Canada, Japan, the Republic of South Africa
or any other jurisdiction in which it is unlawful to make or accept an
offer to subscribe for the New Shares, and it will not offer or sell such
New Shares into any such jurisdiction;
8. that the content of this announcement is exclusively the responsibility
of the Company and that neither the Bookrunner nor any of its respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them has or shall have any liability for any
information, representation or statement contained in this announcement
or any information previously or subsequently published by or on behalf
of the Company or the Investment Manager, including, without limitation,
the prospectus published by the Company on 3 March 2017 in relation to
inter alia the placing programme pursuant to which the Placing is being
undertaken (the "Prospectus") and any other information required to be
published by the Company pursuant to applicable laws (the "Exchange
Information") and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this announcement or otherwise. Each Placee
further represents, warrants and agrees that the only information on
which it is entitled to rely and on which such Placee has relied in
committing itself to subscribe for the New Shares is contained in this
announcement and/or the Prospectus and any other information previously
published by the Company by notification to a RIS, such information being
all that it deems necessary to make an investment decision in respect of
the New Shares and that it has neither received nor relied on any other
information given or representations, warranties or statements made by
any of the Bookrunner, the Investment Manager or the Company and none of
the Bookrunner, the Investment Manager or the Company will be liable for
any Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has relied
on its own investigation of the business, financial or other position of
the Company in deciding to participate in the Placing. None of the
Company, the Investment Manager, the Bookrunner or any of their
respective affiliates has made any representations to it, express or
implied, with respect to the Company, the Investment Manager, the Placing
and the New Shares or the accuracy, completeness or adequacy of the
Exchange Information, and each of them expressly disclaims any liability
in respect thereof. Nothing in this paragraph or otherwise in this
announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
9. that it has complied with its obligations under the Criminal Justice Act
1993 and all other applicable market abuse and insider dealing
legislation and in connection with money laundering and terrorist
financing under the Criminal Justice (Money Laundering and Terrorist
Financing) Acts 2010 and 2013 of Ireland, the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 (the "Regulations") and the Money Laundering
Sourcebook of the FCA and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to verify
the identity of the third party as required by the Regulations;
10. that it is acting as principal only in respect of the Placing or, if it
is acting for any other person: (i) it is duly authorised to do so and
has full power to make the acknowledgments, representations and
agreements herein on behalf of each such person; and (ii) it is and will
remain liable to the Company and/or the Bookrunner for the performance of
all its obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person);
11. if a financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, that the New Shares subscribed for by it in the
Placing will not be subscribed for on a non-discretionary basis on behalf
of, nor will they be subscribed for with a view to their offer or resale
to, persons in a member state of the EEA other than Qualified Investors,
or in circumstances in which the prior consent of the Bookrunner has been
given to the proposed offer or resale;
12. that it has not offered or sold and will not offer or sell any New Shares
to the public in any member state of the EEA except in circumstances
falling within Article 3(2) of the Prospectus Directive which do not
result in any requirement for the publication of a prospectus pursuant to
Article 3 of that Directive;
13. that it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of FSMA)
relating to the New Shares in circumstances in which section 21(1) of
FSMA does not require approval of the communication by an authorised
person;
14. that it has complied and will comply with all applicable provisions of
FSMA with respect to anything done by it in relation to the New Shares in,
from or otherwise involving, the United Kingdom;
15. if in a member state of the EEA, unless otherwise specifically agreed
with the Bookrunner in writing, that it is a Qualified Investor;
16. if in the United Kingdom, that it is a person (i) having professional
experience in matters relating to investments and who falls within the
definition of "investment professionals" in Article 19(5) of the Order;
or (ii) who is a high net worth entity falling within Article 49 of the
Order; or (iii) to whom this announcement may otherwise lawfully be
communicated;
17. that no action has been or will be taken by either the Company, the
Investment Manager or the Bookrunner or any person acting on behalf of
the Company, the Investment Manager or the Bookrunner that would, or is
intended to, permit a public offer of the New Shares in any country or
jurisdiction where any such action for that purpose is required;
18. that it and any person acting on its behalf is entitled to subscribe for
the New Shares under the laws of all relevant jurisdictions which apply
to it and that it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities and that it has not taken any action or omitted to take any
action which will or may result in either of the Bookrunner, the Company,
the Investment Manager or any of their respective directors, officers,
agents, employees or advisers acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the Placing;
19. that it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to its participation in
the Placing and to perform its obligations in relation thereto (including,
without limitation, in the case of any person on whose behalf it is
acting, all necessary consents and authorities to agree to the terms set
out or referred to in this announcement) and will honour such
obligations;
20. that it (and any person acting on its behalf) will make payment for the
New Shares allocated to it in accordance with this Appendix on the due
time and date set out herein, failing which the relevant New Shares may
be placed with other persons or sold as the Bookrunner may in its
absolute discretion determine and without liability to such Placee;
21. that its allocation (if any) of New Shares will represent a maximum
number of New Shares which it will be entitled, and required, to
subscribe for, and that the Bookrunner or the Company may call upon it to
subscribe for a lower number of New Shares (if any);
22. that the person whom it specifies for registration as holder of the New
Shares will be (i) itself or (ii) its nominee, as the case may be. None
of the Company, the Investment Manager or the Bookrunner will be
responsible for any liability to stamp duty or stamp duty reserve tax or
other similar taxes resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees to
indemnify the Company, the Investment Manager and the Bookrunner in
respect of the same on an after-tax basis on the basis that the New
Shares will be allotted to the CREST stock account of Stifel who will
hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
23. that neither the Bookrunner, nor any of its respective affiliates or any
person acting on behalf of any of them, is making any recommendations to
it or, advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and that participation in the
Placing is on the basis that it is not and will not be a client of the
Bookrunner and that the Bookrunner has no duties or responsibilities to
it for providing the protections afforded to the Bookrunner's clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or indemnities
contained in the Restated Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination right;
24. it irrevocably appoints any Director and any director of Stifel to be its
agent and on its behalf (without any obligation or duty to do so), to
sign, execute and deliver any documents and do all acts, matters and
things as may be necessary for, or incidental to, its subscription for
all or any of the Ordinary Shares for which it has given a commitment
under the Placing, in the event of its own failure to do so;
25. it accepts that if the Placing does not proceed or the conditions to the
Restated Placing Agreement are not satisfied or the Ordinary Shares for
which valid application are received and accepted are not admitted to
listing and trading on the Official List and the Main Market
(respectively) for any reason whatsoever then none of the Company, the
Investment Manager, Stifel or any of their affiliates, nor persons
controlling, controlled by or under common control with any of them nor
any of their respective employees, agents, officers, members,
stockholders, partners or representatives, shall have any liability
whatsoever to it or any other person;
26. that in making any decision to subscribe for the New Shares, it has
knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
subscribing for the New Shares. It further confirms that it is
experienced in investing in securities of this nature in this sector and
is aware that it may be required to bear, and is able to bear, the
economic risk of participating in, and is able to sustain a complete loss
in connection with, the Placing. It further confirms that it relied on
its own examination and due diligence of the Investment Manager, the
Company and their respective associates taken as a whole, and the terms
of the Placing, including the merits and risks involved, and not upon any
view expressed or information provided by or on behalf of the Bookrunner;
27. that in connection with the Placing, the Bookrunner and any of its
affiliates acting as an investor for its own account may take up New
Shares in the Company and in that capacity may subscribe for, retain,
purchase or sell for its own account such Ordinary Shares in the Company
and any securities of the Company or related investments and may offer or
sell such securities or other investments otherwise than in connection
with the Placing. The Bookrunner does not intend to disclose the extent
of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so;
28. that in making any decision to subscribe for the New Shares, it
acknowledges that the Company has been established in Jersey as a listed
fund under a fast-track authorisation process and is therefore only
suitable for professional or experienced investors, or those who have
taken appropriate professional advice. It further acknowledges that
regulatory requirements which may be deemed necessary for the protection
of retail or inexperienced investors, do not apply to listed funds and it
accepts the reduced requirements accordingly;
29. that in making any decision to subscribe for the New Shares, it is
responsible for ensuring that all aspects of the Company are acceptable
to it. It further acknowledges that investment in listed funds may
involve special risks that could lead to a loss of all or a substantial
portion of such investment. It further confirms that it fully
understands and accepts the nature of the Company and the potential risks
inherent in investing in the Company;
30. that these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions and any non-contractual
obligations arising out of or in connection with such agreements shall be
governed by and construed in accordance with the laws of England and
Wales and it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the New Shares (together with any interest
chargeable thereon) may be taken by the Company or the Bookrunner in any
jurisdiction in which the relevant Placee is incorporated or in which any
of its securities have a quotation on a recognised stock exchange;
31. that the Company, the Investment Manager, the Bookrunner and their
respective affiliates and others will rely upon the truth and accuracy of
the representations, warranties and acknowledgements set forth herein and
which are given to the Bookrunner on its own behalf and on behalf of the
Company and are irrevocable and it irrevocably authorises the Company and
the Bookrunner to produce this announcement, pursuant to, in connection
with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect to
the matters set forth herein;
32. that it will indemnify on an after-tax basis and hold the Company, the
Investment Manager, the Bookrunner and their respective affiliates
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection with
any breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
33. any of its clients, whether or not identified to Stifel or any of their
affiliates or agents, will remain its sole responsibility and will not
become clients of Stifel or any of its affiliates or agents for the
purposes of the rules of the Financial Conduct Authority or for the
purposes of any other statutory or regulatory provision;
34. that it has neither received nor relied on any inside information
concerning the Company in accepting the invitation to participate in the
Placing; and
35. if it is a pension fund or investment company, its acquisition of New
Shares is in full compliance with applicable laws and regulations.
The foregoing representations, warranties and confirmations are given
for the benefit of the Company, the Investment Manager and the
Bookrunner and are irrevocable. Each Placee, and any person acting on
behalf of the Placee, acknowledges that none of the Company, the
Investment Manager or the Bookrunner owes any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Restated Placing Agreement.
By participating in the Placing, each Placee (and any person acting on
the Placee's behalf) subscribing for New Shares acknowledges that the
New Shares have not been and will not be registered under the US
Securities Act and that the New Shares are being offered and sold only
in an "offshore transaction" within the meaning of and in reliance on
Regulation S under the US Securities Act.
Please also note that the agreement to allot and issue New Shares to
Placees (or the persons for whom Placees are contracting as agent) free
of stamp duty and stamp duty reserve tax relates only to their allotment
and issue to Placees, or such persons as they nominate as their agents,
direct from the Company for the New Shares in question. Such agreement
also assumes that the New Shares are not being subscribed for in
connection with arrangements to issue depositary receipts or to issue or
transfer the New Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the New
Shares, stamp duty or stamp duty reserve tax or other similar taxes may
be payable, for which none of the Company, the Investment Manager or the
Bookrunner will be responsible and the Placees shall indemnify the
Company, the Investment Manager and the Bookrunner on an after-tax basis
for any stamp duty or stamp duty reserve tax paid by them in respect of
any such arrangements or dealings. If this is the case, each Placee
should seek its own advice and notify the Bookrunner accordingly.
None of the Company, the Investment Manager or the Bookrunner are liable
to bear any transfer taxes that arise on a sale of New Shares subsequent
to their acquisition by Placees or for transfer taxes arising otherwise
than under the laws of the United Kingdom. Each Placee should, therefore,
take its own advice as to whether any such transfer tax liability arises
and notify the Bookrunner accordingly. Furthermore, each Placee agrees
to indemnify on an after-tax basis and hold the Bookrunner, the
Investment Manager and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation to
stamp duty, stamp duty reserve tax and all other similar duties or taxes
to the extent that such interest, fines or penalties arise from the
unreasonable default or delay of that Placee or its agent.
Each Placee and any person acting on behalf of each Placee acknowledges
and agrees that the Bookrunner or any of its respective affiliates may,
at their absolute discretion, agree to become a Placee in respect of
some or all of the New Shares.
When a Placee or person acting on behalf of the Placee is dealing with
the Bookrunner, any money held in an account with the Bookrunner on
behalf of the Placee and/or any person acting on behalf of the Placee
will not be treated as client money within the meaning of the rules and
regulations of the FCA made under FSMA. The Placee acknowledges that the
money will not be subject to the protections conferred by the client
money rules; as a consequence, this money will not be segregated from
the Bookrunner's money in accordance with the client money rules and
will be used by the Bookrunner in the course of its own business; and
the Placee will rank only as a general creditor of the Bookrunner.
All times and dates in this announcement may be subject to amendment by
the Bookrunner (in its absolute discretion). The Bookrunner shall
notify the Placees and any person acting on behalf of the Placees of any
changes.
([1] #_ftnref1) Assuming a GBB/AUD rate of 1.69 as of 23 October 2017.
([2] #_ftnref2) Source: Bloomberg New Energy Finance
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
October 25, 2017 07:34 ET (11:34 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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