TIDMFSFL
RNS Number : 4961T
Foresight Solar Fund Limited
04 July 2018
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. Attention is also drawn to the terms and conditions at
the bottom of this announcement.
4 July 2018
Foresight Solar Fund Limited (the "Company")
Result of Placing
Further to the announcement on 18 June 2018, the Board of
Foresight Solar Fund Limited (the "Board") is pleased to announce
that it has raised approximately GBP48.1 million of gross proceeds
through a placing of new ordinary shares of no par value in the
Company ("New Shares") (the "Placing"). The Board is pleased to
note that the Placing has been significantly oversubscribed and
investor demand for the Placing has exceeded the maximum Placing
size of 44,995,209 New Shares. Accordingly, a scaling back exercise
has been undertaken with respect to applications received pursuant
to the Placing.
The net proceeds of the Placing will be used as part of the
funding for the purchase of a portfolio of 18 operational solar
assets in the UK with a total installed capacity of 134.2 MW for a
consideration of approximately GBP55.0 million (the "Acquisition").
The Acquisition is expected to complete by the end of July
2018.
Applications will be made in respect of the 44,995,209 New
Shares issued pursuant to the Placing to be admitted to the premium
segment of the Official List and to trading on the London Stock
Exchange's Main Market for listed securities ("Admission"). It is
expected that Admission will become effective and dealings in the
New Shares will commence on 6 July 2018. When issued, the New
Shares will rank pari passu with the existing Ordinary Shares.
Following Admission, the Company expects to have 494,947,300
Ordinary Shares in issue. The total number of voting rights of the
Company will be 494,947,300 and this figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company.
As part of the Placing, BlackRock Inc. ("BlackRock") subscribed
for, on behalf of its clients, 22,000,000 shares for a total
consideration of GBP23,540,000. The issue of shares to BlackRock,
which is a substantial shareholder of the Company under Chapter 11
of the Listing Rules, amounts to a smaller related party
transaction as defined in Listing Rule 11.1.10.
Unless otherwise defined herein, terms used in this announcement
shall have the same meanings as those defined in the announcement
published on 18 June 2018.
Alexander Ohlsson, Chairman of the Company, said: "We are
pleased to announce a successful and oversubscribed equity capital
raise, which will support the acquisition of this key, NAV
accretive transaction. Through the anticipated acquisition of 18
operational assets in the UK, Foresight Solar Fund Limited will
become the largest UK-listed dedicated solar energy investment
company by installed capacity, further diversifying our asset
portfolio and underpinning our long-term dividend policy. We would
like to thank shareholders for their significant interest, which
demonstrates their support and ongoing confidence in our low risk
proposition, focused acquisition strategy and track record in
delivering targeted returns".
For further information, please contact:
Foresight Group
+44 (0)20 3763
Joanna Andrews 6951
(InstitutionalIR@ForesightGroup.eu)
+44 (0)20 7710
Stifel Nicolaus Europe Limited 7600
Mark Bloomfield
Neil Winward
Gaudi Le Roux
+44 (0)20 7638
Citigate Dewe Rogerson 9571
Louise Mason-Rutherford
Nick Hayns
Eleni Menikou
Elizabeth Kittle
Disclaimer
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THE 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 THE TERMS AND CONDITIONS SET OUT IN THE APPIX
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. THE 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:
(a) 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
(b) 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 does not make any representation to any Placees regarding
an investment in the New Shares.
Further Details of the Placing
The issue of the New Shares will be undertaken under the
Company's existing general authority to dis-apply pre-emption
rights as approved by the shareholders at the Company's Annual
General Meeting on 11 June 2018 for up to a maximum 44,995,209 New
Shares, representing an aggregate amount of less than 10 per cent.
of the Ordinary Shares then in issue. A prospectus is not a UK
Listing requirement in respect of the Placing. This announcement,
together with the Prospectus forms the offer document in relation
to the New Ordinary Shares in accordance with the Collective
Investment Funds (Certified Funds - Prospectuses) (Jersey) Order
2012.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Shares
have been subject to a product approval process, which has
determined that such 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 MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Shares may decline
and investors could lose all or part of their investment; the
Shares offer no guaranteed income and no capital protection; and an
investment in the 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, Stifel 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 MiFID II; 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 Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Shares and determining appropriate distribution
channels.
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. 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 SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, INTO OR IN THE UNITED STATES. THE COMPANY HAS NOT BEEN,
AND WILL NOT BE, REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF
1940, AS AMED, AND INVESTORS IN THE PLACING WILL NOT HAVE THE
BENEFITS OF THAT ACT. 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:
(a) 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
(b) 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 "Sole Bookrunner") does not make any representation
to any Placees regarding an investment in the New Shares.
Details of the Placing Agreement and of the New Shares
The Sole Bookrunner, the Company and the Investment Manager have
today entered into a placing agreement (the "Placing Agreement")
under which, on the terms and subject to the conditions set out
therein, the Sole Bookrunner have agreed, as agent for and on
behalf of the Company, to use reasonable endeavours to procure
placees (the "Placees") for up to 44,995,209 New Shares at a price
to be determined following completion of a bookbuild process (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
dividend of 1.64 pence in respect of the quarter to 31 March 2018
which was declared on 30 April 2018.
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 6 July 2018 and that dealings
in the New Shares will commence at that time.
Bookbuild
The Sole 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 Sole Bookrunner shall be entitled to effect the Placing by
such alternative method to the Bookbuild as it may, in its 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 Sole Bookrunner. The Sole Bookrunner
and its affiliates are entitled to enter bids in the
Bookbuild as principal.
3. A single price of 107.0 pence per New Share shall be
payable to the Sole 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 Sole 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 Sole 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 Sole 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 Sole Bookrunner.
Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Sole
Bookrunner as agent 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 1:00pm
(London time) on 3 July 2018, but may be closed earlier
or later at the discretion of the Sole Bookrunner.
The Sole 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 Sole Bookrunner (in consultation with the Company
and the Investment Manager) and will be confirmed orally
by the Sole 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 Sole 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 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 Sole 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 it may determine.
The Sole 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 Sole 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 Sole 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
Sole Bookrunner nor any of its 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 Sole Bookrunner nor any of its 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 Sole Bookrunner and the Company
may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Sole Bookrunner under the Placing
Agreement in respect of the New Shares is conditional on, inter
alia:
(a) agreement being reached between the Company and the Sole
Bookrunner on the number of New Shares to be issued pursuant
to the Placing;
(b) none of the representations and warranties of the Company
and the Investment Manager contained in the Placing Agreement
being untrue and inaccurate or misleading (in the good
faith opinion of the Sole Bookrunner) on the date of the
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;
(c) each of the Company and the Investment Manager complying
with its obligations under the Placing Agreement to the
extent the same fall to be performed prior to Admission;
(d) the Company allotting, subject only to Admission, the
New Shares to the Placees in accordance with the Placing
Agreement; and
(e) Admission taking place by not later than 8.00 a.m. (London
time) on 31 July 2018.
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by the Sole 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 Sole Bookrunner may agree), or (ii) the 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 Sole Bookrunner nor any of its 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 Sole Bookrunner.
Right to terminate under the Placing Agreement
At any time before Admission, the Sole Bookrunner is entitled to
terminate the 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
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 Sole Bookrunner; or
(ii) there is a material breach by the Company or the Investment
Manager of their respective obligations under the 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 Placing
Agreement; or (iv) the occurrence of a force majeure or market
disruption event as specified in the Placing Agreement which is of
such severity or magnitude as to make it impracticable or
inadvisable to proceed with the Placing or which the Sole
Bookrunner considers to be material.
Upon such notice being given, the parties to the 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 Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by the Sole Bookrunner of any right of termination or other
discretion under the Placing Agreement shall be within its absolute
discretion and that it does not need to make any reference to
Placees and that the Sole Bookrunner shall not have any liability
to Placees whatsoever in connection with any such exercise or
failure so to exercise.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published and
Placees' commitments will be made solely on the basis of the
information contained in this announcement (including this
Appendix) released by the Company today and any information
publicly announced to a RIS by or on behalf of the Company on or
prior to the date of this announcement and subject to the further
terms set forth in the contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company, the Investment Manager or the Sole Bookrunner or any other
person and none of the Company, the Investment Manager, the Sole
Bookrunner or any of their respective affiliates will be liable for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company and the Investment
Manager in accepting a participation in the Placing. Nothing in
this paragraph shall exclude or limit the liability of any person
for fraudulent misrepresentation by that person.
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
Sole 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 Sole
Bookrunner.
The Company will deliver the New Shares to a CREST account
operated by Stifel as the Company's agent and on 6 July 2018 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 6 July 2018 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 Sole Bookrunner.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Sole 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 Sole 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:
(a) 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;
(b) that no offering document or prospectus has been
or will be prepared in connection with the Placing
and it has not received and will not receive a prospectus
or other offering document in connection with the
Bookbuild, the Placing or the New Shares;
(c) the Placing does not constitute a recommendation
or financial product advice and the Sole Bookrunner
has not had regard to its particular objectives,
financial situation and needs;
(d) 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;
(e) that none of the Company, the Investment Manager,
the Sole 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 Sole 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;
(f) unless otherwise specifically agreed with the Sole
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 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 South Africa and, subject to certain
exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly,
in or into those jurisdictions;
(g) that it 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);
(h) it is not within Australia, Canada, Japan 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;
(i) that the content of this announcement is exclusively
the responsibility of the Company and that neither
the Sole Bookrunner nor any of its affiliates, agents,
directors, officers or employees or 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, any 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 any 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 the Sole Bookrunner,
the Investment Manager or the Company and neither
the Sole 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
Sole 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;
(j) 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 Regulations 2007 (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;
(k) 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 Sole 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);
(l) 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 Sole Bookrunner has been given to
the proposed offer or resale;
(m) 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;
(n) 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;
(o) 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;
(p) if in a member state of the EEA, unless otherwise
specifically agreed with the Sole Bookrunner in writing,
that it is a Qualified Investor;
(q) 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;
(r) that no action has been or will be taken by either
the Company, the Investment Manager or the Sole Bookrunner
or any person acting on behalf of the Company, the
Investment Manager or the Sole 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;
(s) 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 the Sole 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;
(t) 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;
(u) 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 Sole Bookrunner may in its absolute discretion
determine and without liability to such Placee;
(v) 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 Sole
Bookrunner or the Company may call upon it to subscribe
for a lower number of New Shares (if any), but in
no event in aggregate more than the aforementioned
maximum;
(w) 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 Sole 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 Sole 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;
(x) that neither the Sole Bookrunner, any of its 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 Sole
Bookrunner and that the Sole Bookrunner does not
have any duties or responsibilities to it for providing
the protections afforded to the Sole 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 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;
(y) 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 Sole
Bookrunner;
(z) that in connection with the Placing, the Sole 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 Sole 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;
(aa) 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;
(bb) 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;
(cc) 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 Sole
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;
(dd) that the Company, the Investment Manager, the Sole
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 Sole Bookrunner on its
own behalf and on behalf of the Company and are irrevocable
and it irrevocably authorises the Company and the
Sole 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;
(ee) that it will indemnify on an after-tax basis and
hold the Company, the Investment Manager, the Sole
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;
(ff) that it has neither received nor relied on any inside
information concerning the Company in accepting the
invitation to participate in the Placing; and
(gg) 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 Sole 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 Sole Bookrunner owes any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
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 Sole Bookrunner will be responsible and the Placees shall
indemnify the Company, the Investment Manager and the Sole
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 Sole Bookrunner accordingly.
None of the Company, the Investment Manager or the Sole
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
Sole Bookrunner accordingly. Furthermore, each Placee agrees to
indemnify on an after-tax basis and hold the Sole 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 Sole Bookrunner or any of its
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the New Shares.
Stifel is entitled, at its discretion and out of its own
resources, at any time to rebate to some or all of its investors,
or to other parties, part or all of its fees relating to the
Placing.
When a Placee or person acting on behalf of the Placee is
dealing with the Sole Bookrunner, any money held in an account with
the Sole 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 Sole
Bookrunner's money in accordance with the client money rules and
will be used by the Sole Bookrunner in the course of its own
business; and the Placee will rank only as a general creditor of
the Sole Bookrunner.
All times and dates in this announcement may be subject to
amendment by the Sole Bookrunner (in its absolute discretion). The
Sole Bookrunner shall notify the Placees and any person acting on
behalf of the Placees of any changes.
213800VO4O83JVSSOX33
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIEAKXDEFLPEFF
(END) Dow Jones Newswires
July 04, 2018 02:00 ET (06:00 GMT)
Foresight Solar (LSE:FSFL)
Historical Stock Chart
From Apr 2024 to May 2024
Foresight Solar (LSE:FSFL)
Historical Stock Chart
From May 2023 to May 2024