TIDMFSFL
RNS Number : 1159N
Foresight Solar Fund Limited
28 January 2021
Foresight Solar Fund Limited ("Foresight Solar" or "the
Company")
Proposed change to Investment Policy, publication of Circular
and Notice of Extraordinary General Meeting
The Board of Directors of Foresight Solar Fund Limited, together
with the Investment Manager, are pleased to announce the intention
to seek shareholder approval to amend the Company's investment
policy to allow for up to 10 per cent of the Company's Gross Asset
Value ("GAV"), at the time of investment, to be invested into
utility scale battery storage system opportunities ("BSS"), the
majority of which are currently intended to be located adjacent to
the Company's existing PV solar sites.
Foresight Solar was launched in October 2013 with the objective
of providing Shareholders with a sustainable, progressive quarterly
dividend and enhanced capital value by investing in ground-based
solar power plants in the UK and internationally. Since launch, the
Company has acquired 58 ground based solar power plants, 50 of
which are in the UK, and has paid all its target dividends to
date.
During this period of time, the renewable technology markets in
which it operates have, experienced a continuous period of growth,
supported by worldwide commitments to decarbonise and decreasing
solar installation costs. This trend is expected to create an
attractive environment for further investment in solar power plants
in the UK and internationally, either through renewable energy
support mechanisms or, increasingly, on a subsidy-free basis. The
continued growth in renewable energy generation is also expected to
create a requirement for greater system flexibility as energy
systems transition from a model of centralised generation and
transmission to more flexible and decentralised systems. Battery
storage systems are expected to have a significant role in the
energy transition process, with the Company's existing portfolio of
operational solar power plants offering utility scale BSS
co-location opportunities subject to available grid connection
capacity and existing land lease agreements.
The Company will shortly publish a circular which sets out the
background to and reasons for the proposed change to the Company's
investment policy, and to explain why the Board recommends you vote
in favour of the requisite resolution to be proposed at the General
Meeting (the "Circular"). The Company's existing investment policy
and the New Investment Policy are set out in full in Part 2 of the
Circular.
Benefits of the proposed change
The Board believes that the proposed change to the Company's
current investment policy will have the following benefits for
Shareholders:
-- provide increased scale, diversification and operating
efficiencies to the Company's portfolio;
-- provide access to attractive returns on a risk adjusted basis
from BSS assets to support the Company's dividend policy;
-- allow the Company to continue to deploy funds in the
Company's core UK market through BSS acquisitions, where possible
without having to participate in competitive third-party sales
processes; and
-- broadening the base of the Company's renewable technologies
will provide access to asset level distributions within a
short-period following investments (generally six to nine months
for assets under construction).
General Meeting
The Listing Rules require any proposed material changes to the
Company's published investment policy to be submitted to the FCA
for prior approval. The FCA has approved the New Investment Policy.
The Listing Rules also require the approval of Shareholders prior
to any material changes being made to the Company's published
investment policy.
A notice convening the General Meeting which is to be held at 28
Esplanade, St Helier, Jersey, JE2 3QA on 15 February 2021 at 4.00
p.m. is set out at the end of this document. At this meeting an
ordinary resolution will be proposed in respect of the New
Investment Policy.
In order to be passed, it will require the approval of
Shareholders representing at least 50 per cent. of the votes cast
at the meeting. The Company's articles of association provide that
at the General Meeting each Shareholder present in person or by
proxy or who (being a corporation) is present by a representative
shall, on a show of hands, have one vote and on a poll, shall have
one vote for each Share of which he/she is a holder.
Given the risks posed by the spread of COVID 19 and in
accordance with the provisions of the Company's articles of
association and Government guidance, the Directors will impose
entry restrictions on attendance at the General Meeting in order to
ensure the health, wellbeing and safety of the Company's
shareholders and officers as well as compliance with the venue's
security requirements. It should be noted that, in the light of
these current circumstances, it is anticipated that only duly
appointed representatives of the Company will be present in person
to ensure that the quorum requirement under the Company's articles
of association is met. However, Shareholders may and are strongly
encouraged to participate in the business of the General Meeting by
exercising their votes in advance of the General Meeting by
completing and returning the Form of Proxy.
Action to be taken
You are requested to complete and return the Form of Proxy
accompanying the Circular in accordance with the instructions
printed thereon so as to be received by the Registrars as soon as
possible but in any event by no later than 4.00 p.m. on 11 February
2021. The completion and return of the Form of Proxy will ensure
your vote is registered despite you being precluded from attending
the General Meeting and voting in person.
Recommendation
The Board considers that the proposed changes to the Company's
investment policy as set out in this document and the resolution to
be proposed at the General Meeting are in the best interests of the
Company and its Shareholders as a whole. Accordingly, the Board
unanimously recommends that Shareholders vote in favour of the
resolution to be proposed at the General Meeting.
The Board intends to vote in favour, or procure votes in favour,
of the resolution at the General Meeting in respect of the
Directors' own beneficial holdings of Shares, which in aggregate
amount to 134,346 Shares (representing approximately 0.0002 per
cent, of the issued Share capital (excluding Shares held in
treasury) of the Company as at the date of this document).
Defined terms used in this announcement have the meanings given
in the Circular unless the context otherwise requires.
For further information, please contact:
Foresight Group
Jonathon McManus +44 (0)20 3667 8147
(InstitutionalIR@ForesightGroup.eu)
Jefferie s International Limited +44(0)20 7029 8000
Neil Winward
Gaudi Le Roux
Citigate Dewe Rogerson +44 (0)20 7638 9571
Nick Hayns
Louise Mason-Rutherford
Elizabeth Kittle
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END
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