TIDMFSFL
RNS Number : 9093C
Foresight Solar Fund Limited
04 October 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 drawn to the terms and conditions at the
bottom of this announcement.
4 October 2018
Foresight Solar Fund Limited (the "Company")
Proposed Placing of Ordinary Shares and NAV Announcement
Further to the announcement of 4 September 2018 and the
Extraordinary General Meeting on 24 September 2018 (the "EGM"), the
Board of Directors of Foresight Solar Fund Limited (the "Board")
announces its intention to raise a target amount in excess of GBP34
million by way of a placing of new ordinary shares of no par value
in the Company ("New Shares") (the "Placing"). The Placing will be
conducted under the Company's shareholder authorities granted at
the EGM to issue up to 53,994,250 Ordinary Shares on a non
pre-emptive basis.
The Company also announces its unaudited NAV as at 31 August
2018 of GBP523.4 million (30 June 2018: GBP473.1 million),
resulting in an NAV of 105.8 pence per existing Ordinary Share (30
June 2018: 105.2 pence).
The issue price of the New Shares will be 107.5 pence per New
Share (the "Placing Price"). The Placing Price represents a premium
to the 31 August 2018 NAV of approximately 1.6 per cent and a
discount of approximately 4.0 per cent to the closing share price
prior to the announcement of 4 September of 112.0 pence. The
Placing Price is greater than the total of the latest unaudited NAV
plus the estimated costs of the Placing and is therefore expected
to be accretive to the NAV attributable to existing
shareholder.
Use of Proceeds
As previously announced on 4 September 2018, the Company has
secured exclusivity over a portfolio of 10 operational solar assets
in the UK with a total installed capacity of 72 MW. Following due
diligence and discussions with the vendor, the Company has agreed,
subject to contract, to proceed with the acquisition of nine of the
10 assets, which represents 65.7 MW.
In addition, as announced earlier on 6 August 2018, the Company
had retained exclusivity over a portfolio of three operational
assets that it had previously identified with a total installed
capacity of 20 MW. Following completion of due diligence on these
assets, the Company has agreed, subject to contract, to proceed
with the acquisition of two of the three assets representing 15.2
MW.
In total, the 11 operational assets that the Company intends to
acquire represents 80.9 MW and are all located in the UK. The
equity interest of the 11 operational assets to be purchased is
proposed to be acquired for a consideration of approximately GBP34
million (the "Acquisition"), including the economic benefit of all
cashflows from 31 March 2018. The assets will be acquired from
funds managed by Foresight Group LLP.
The assets subject to the Acquisition currently have debt
facilities in place totaling GBP69.8 million, the majority of which
is provided by the Royal Bank of Scotland. All of these debt
facilities have been arranged on an asset by asset basis and do not
benefit from cross-collateralisation. These existing debt
facilities expire either on or before 30 September 2019 and it is
the Company's intention to refinance these facilities before the
end of June 2019.
The Company aims to use the Placing proceeds to fund the
Acquisition and reduce the Group's gearing by repaying some of the
Company's existing Bank Facilities that have been drawn down. The
Placing is not conditional on the completion of the Acquisition and
the Company reserves the right not to proceed with the Acquisition.
Accordingly, there is no minimum size required for the Placing to
proceed. In the event the Acquisition does not complete, the
Company will use the net proceeds of the Placing to acquire further
ground based solar power assets in accordance with the Company's
investment policy and/or to reduce the Group's gearing by repaying
some of the existing Bank Facilities. The maximum number of
Ordinary Shares that may be issued under the Placing is 53,994,250
Ordinary Shares.
Assuming completion of the Acquisition, the Company's solar
portfolio will represent a total of 869 MW of installed capacity
across 54 solar power assets which is expected to further drive
efficiencies of scale in terms of ongoing operational costs.
Stifel Nicolaus Europe Limited ("Stifel") is acting as financial
adviser and sole bookrunner to the Company. The Placing will be non
pre-emptive and shall commence immediately following this
announcement.
Unless otherwise defined, the terms in this announcement shall
have the same meaning as set out in the Company's circular
published on 7 September 2018.
Net Asset Value Update
The increase in NAV to 105.8 pence per existing Ordinary Share
is mainly attributable to an upward revision of the forward-looking
power price assumptions since the date of the last NAV publication
at 30 June 2018 and the positive impact of the 114 MW portfolio
acquisition announced on 6 August 2018.
Relative to the 30 June 2018 NAV, the 31 August NAV has been
reduced by the payment of the first interim dividend for 2018 of
1.64 pence per Ordinary Share, but includes further accrued income
for the period from 30 June 2018 until 31 August 2018. The
Company's equity discount rate used to value its UK assets remains
unchanged at 7.0% unlevered and 7.75% for levered assets. The
levered discount rate for the Australian portfolio remains
unchanged at 8.5%. The Gross Asset Value including Company and
subsidiaries as at 31 August 2018 was GBP909.0 million (30 June
2018: GBP749.0 million).
The Company's total outstanding debt as of 31 August 2018 was
GBP421.5 million, including long-term debt of GBP316.5 million and
Revolving Credit Facilities of GBP105 million.
Dividends
For the avoidance of doubt, Qualified Investors who participate
in the Placing will be entitled to the dividend of 1.64 pence per
Share in respect of the second interim dividend for 2018, for the
quarter to 30 June 2018 which was declared on 21 August 2018, to be
paid on 23 November 2018, with an ex-dividend date of 8 November
2018 and a record date of 9 November 2018.
The Company remains on target to deliver an annual dividend of
6.58 pence per Share for the year ending 31 December 2018.
Further Details of the Placing
A new prospectus is not a UK Listing Authority requirement in
respect of the Placing. This announcement, together with the
previous 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.
Application will be made for the admission of the New Shares to
the premium segment of the Official List of the UK Listing
Authority and to trading on the London Stock Exchange's main market
for listed securities. Participation in the Placing will only be
available to persons in member states of the EEA who are qualified
investors as defined in article 2.1(e) of the Prospectus Directive
("Qualified Investors").
Qualified Investors who wish to participate in the Placing
should communicate their firm interest to their usual sales contact
at Stifel. The decision to allot any New Shares to any Qualified
Investors shall be at the discretion of the Company and Stifel. The
Company reserves the right, after consultation with Stifel and the
Investment Manager, to scale back applications under the Placing at
their absolute discretion in such amounts as they consider
appropriate.
By choosing to participate in the Placing and by making an oral
and legally binding offer to subscribe for New Shares, investors
will be deemed to have read and understood this announcement and
any subsequent announcement related to the Placing (including the
Terms and Conditions of the Placing in the Appendix), in its
entirety and to be making such offer on the terms and subject to
the conditions in this announcement, and to be providing the
representations, warranties and acknowledgements contained
therein.
Expected Timetable
The timetable is subject to change at the discretion of the
Company and Stifel.
Placing opens 4 October 2018
Latest time and date for receipt 1:00pm on 17 October 2018
of Placing commitments
--------------------------
Results of Placing announced and 18 October 2018
Trade Date
--------------------------
Settlement and Admission of New Shares 22 October 2018
--------------------------
The dates and times specified above are subject to change. In
particular, the Directors may (with the prior approval of Stifel)
bring forward or postpone the closing time and date for the
Placing. In the event that a date or time is changed, the Company
will notify persons who have applied for New Shares of changes to
the timetable either by electronic mail or by the publication of a
notice through a Regulatory Information Service. References to
times are to London times unless otherwise stated.
Other Information
Prior publications and announcements released by the Company are
available on the Company's website:
http://fsfl.foresightgroup.eu/
LEI: 213800VO4O83JVSSOX33
For further information, please contact:
Foresight Group
Joanna Andrews +44 (0)20 3763 6951
(InstitutionalIR@ForesightGroup.eu)
Stifel Nicolaus Europe Limited +44 (0)20 7710 7600
Mark Bloomfield
Neil Winward
Gaudi Le Roux
Citigate Dewe Rogerson +44 (0)20 7638 9571
Louise Mason-Rutherford
Eleni Menikou
Elizabeth Kittle
Appendix 1 - Terms and Conditions of the Placing
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 (the "Sole Bookrunner") does not make any representation
to any Placees regarding an investment in the New Shares.
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.
Details of the Placing Agreement and of the New Shares
The Sole Bookrunner, the Company and the Investment Manager have
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 53,994,250 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.,
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 22 October 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 sole 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 107.5 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 17 October 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 22 October 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 22 October 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 22 October 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.
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
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
IOEZMMGGNFMGRZM
(END) Dow Jones Newswires
October 04, 2018 02:00 ET (06:00 GMT)
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