FSG Foresight Group Holdings Limited

LEI: 213800NNT42FFIZB1T09

27 June 2024

Foresight Group Holdings Limited

Extension to share buyback programme

Foresight Group Holdings Limited ("Foresight", the "Company" or the "Group"), a leading investment manager in real assets and providing capital for growth, is pleased to announce the extension of its share buyback programme to buy back (repurchase) Ordinary Shares (as defined in Foresight's articles of incorporation) (the "shares" or "Ordinary Shares") in the capital of Foresight, which was originally announced on 27 October 2023, from £5 million to £10 million (the "Share Buyback"). Since the commencement of the Share Buyback, 378,666 shares have been repurchased for an aggregate consideration of £1.6 million. Numis Securities Limited (which is trading for these purposes as Deutsche Numis) will be authorised by the board of directors of Foresight (the "Board") to make trading decisions in relation to the Share Buyback independently of Foresight.

The Share Buyback will be conducted in accordance with the Company's general authority to buy back up to 11,627,121 shares (the "2023 General Authority"), which was granted to the Board of Foresight at its annual general meeting held on 10 August 2023 (the "2023 AGM"). The 2023 General Authority expires at the forthcoming AGM, which will be held on 2 August 2024 (the "2024 AGM"), and therefore, the continuation of the Share Buyback subsequent to this date will be subject to the renewal of the Company's general authority to buy back shares (the "2024 General Authority") and the approval of a waiver of Rule 9 of the Takeover Code at the 2024 AGM.

About the Share Buyback

·      The Share Buyback will be financed through existing cash resources. 

·      The aggregate number of Ordinary Shares acquired by the Company pursuant to the Share Buyback shall not exceed the maximum number of Ordinary Shares which the Company is authorised to purchase pursuant to the 2023 General Authority (or any subsequent authority approved by shareholders at the 2024 AGM).

·      In accordance with the 2023 General Authority, the maximum price paid per Ordinary Share acquired by the Company pursuant to the Share Buyback is to be no more than the higher of (i) 105% of the average middle market closing price of an Ordinary Share on the London Stock Exchange for the five business days preceding the date of purchase; and (ii) the higher of the price of the last independent trade of an Ordinary Share, and the highest independent bid for the Ordinary Shares as derived from the London Stock Exchange Trading System at the time of the purchase. Further, in accordance with the 2023 General Authority the minimum price payable per Ordinary Share acquired by the Company pursuant to the Share Buyback is £nil. If the 2024 General Authority is approved, the Share Buyback will continue within the parameters of the 2024 General Authority.

·      If the 2024 General Authority is not approved, the Share Buyback will continue until the earlier of the expiry of the 2023 General Authority, or until the number of Ordinary Shares equal to the maximum pecuniary amount have been purchased under the Share Buyback or the process is terminated. If the 2024 General Authority is approved, the Share Buyback will continue until the earlier of the expiry of the 2024 General Authority, or until the number of Ordinary Shares equal to the maximum pecuniary amount have been purchased under the Share Buyback or the process is terminated.

·      The purchased Ordinary Shares will be held by the Group in treasury at the Group's discretion for later reissue or cancellation. Shares held in treasury are, subject to the Companies (Guernsey) Law, 2008, not entitled to distributions or dividends and the rights and obligations of such shares shall be suspended (including any voting rights at the Group's general meetings).

·      Shareholders approved a waiver of Rule 9 of the Takeover Code at the 2023 AGM. If the remainder of the 2023 General Authority was exercised in full, as the concert party of Bernard Fairman, Gary Fraser and David Hughes are not participating, their aggregate shareholdings would increase from 34.2% to 38.0%.

·      Share repurchases will take place in open market transactions and may be made from time to time depending on market conditions, share price and trading volume.  There is no certainty that any buybacks will be completed. The Share Buyback may be paused at any time if deemed appropriate by Deutsche Numis with respect to the market conditions.

·      The Company confirms that it is not in a closed period and currently has no unpublished inside information.

·      The Share Buyback will operate in accordance with and under the terms of the 2023 General Authority and any subsequent authority, and within the regulatory limit on the quantity of Ordinary Shares the Company may purchase on a single day. The Share Buyback will be conducted within the parameters of the Market Abuse Regulation 596/2014/EU and the delegated regulations made pursuant to it (as incorporated into English law by virtue of the European Union (Withdrawal) Act 2018 and as amended from time to time) ("MAR").

·      However, there will be circumstances where the Group conducts share repurchases such that they exceed 25 per cent of the average daily volume in Ordinary Shares for the 20 trading days prior to the share repurchase, accordingly, Foresight may not benefit from the exemption contained in Article 5(1) of MAR.

·      As at 26 June 2024, the Group's total issued share capital consisted of 116,271,212 Ordinary Shares, with 378,666 shares held in treasury. Therefore, the total number of voting rights in the Group was 115,892,546.

The Board has determined that the continuation of its share buyback programme is an optimal use of cash resources and is in the best interests of the Company and its shareholders.

For further information please contact:

About Foresight Group Holdings Limited

Founded in 1984, Foresight is a leading investment manager in real assets and providing capital for growth, operating across the UK, Europe and Australia.

With decades of experience, Foresight offers investors access to compelling opportunities at the forefront of change.  Foresight actively builds and grows investment solutions to support the energy transition, decarbonise industry, enhance nature recovery and realise the economic potential of ambitious companies. 

Constituent of the FTSE 250 index, Foresight's diversified investment strategies combine financial and operational skillsets to maximise asset value and provide attractive returns to its investors. The wide range of private and public funds is complemented with a variety of investment solutions designed for the retail market.

Foresight is united by a shared commitment to build a sustainable future and grow thriving economies.

Visit https://foresight.group for more information.

Follow us on LinkedIn for key updates.