Foresight Solar VCT Foresight Solar Vct Plc : Publication Of Prospectus

 
TIDMFTSV 
 
 
   Foresight Solar & Infrastructure VCT plc ("Company") (formerly Foresight 
Solar VCT PLC) 
 
   Publication of a circular to shareholders of the Company including a 
notice of general meeting and publication of a Prospectus relating to an 
Offer for Subscription to raise in aggregate up to GBP20,000,000 by 
issues of a new class of D Shares ("Offer") 
 
   Summary 
 
   The board of the Company ("Board") has today issued a circular to its 
shareholders containing proposals to: 
 
 
   -- create and authorise the issue of D ordinary shares ("D Shares"); 
 
   -- disapply pre-emption rights so that the Ordinary Shares can be allotted 
      on a monthly basis without the need to make pre-emptive offers to 
      existing Shareholders; 
 
   -- authorise the buyback of D Shares in the market; 
 
   -- reduce the share premium account arising on the issue of D Shares; 
 
   -- amend the Company's articles of association in order to set out the 
      rights and restrictions applying to D Shares; 
 
   -- extend the Company's investment policy to allow it to make investments in 
      a wider range of infrastructure companies, not limited to those 
      generating solar electricity; and 
 
   -- approve the related party transactions. 
 
   These proposals require the approval of the Company's shareholders and 
this is being sought at a general meeting of the Company and subsequent 
class meetings of the Ordinary Shareholders and C Shareholders to be 
held on 7 March 2016 from 12 noon at the offices of Foresight Group LLP, 
The Shard, 32 London Bridge Street, London SE1 9SG. 
 
 
 
   The Board is also pleased to announce the publication of a Prospectus 
relating to the Offer. Shareholders will shortly receive a copy of a 
securities note (which, together with a summary and registration 
documents dated 1 February 2016, form the "Prospectus") and a copy of 
the circular convening the general meeting. 
 
   Change of name 
 
   The Company announces that it has changed its name to Foresight Solar & 
Infrastructure VCT plc with effect from today, 1 February 2016.  Trading 
is expected to commence on 3 February 2016 at 8.00 a.m. under the new 
name for the existing ordinary shares of 1p and C ordinary shares of 1p 
each.  The tickers, SEDOL and ISIN for each existing class of share will 
not change. 
 
   The Board decided to make this change in light of the investment 
strategy of the proposed new D Share class, as well as the recent 
changes to the VCT Rules which restrict investments in UK-government 
subsidised solar assets and the recent announcement that from 6 April 
2016, energy generation will no longer be a qualifying trade in which 
VCTs can invest. 
 
   Background and reasons for the offer 
 
   The Board is pleased to announce the publication of a Prospectus 
relating to the Offer to raise up to GBP20 million. 
 
   The Board, and the Company's investment manager Foresight Group CI 
Limited, believe there is an opportunity for the Company to take 
advantage of the evolution in the infrastructure and energy markets by 
forming a new share class to invest in infrastructure assets, in the 
wake of UK-subsidised solar assets no longer being a qualifying 
investment for VCTs. The D Share class will still invest in solar 
companies with overseas operations which remain qualifying but the 
Company will proceed on the understanding that all such investments will 
need to be completed by 5 April 2016. 
 
   The purpose of the D Share Offer is to provide individuals with an 
opportunity to invest in companies that develop, build, own or operate 
infrastructure assets that generate a regular and sustainable income. 
This will include investments into Smart Data companies which generate 
and sell energy usage data from the smart metering units they own and 
solar companies which will build and own (rooftop or ground mounted) 
photovoltaic plants internationally. 
 
   The D Shares 
 
   The D Shares are a new class of Share and are separate from the 
Company's existing class of Ordinary Shares and C Shares. All 
investments and cash attributable to the existing Ordinary Share class 
and C Share class will be kept separate from the D Share Fund. 
Accordingly, investors in the D Shares will not have any exposure to the 
investment gains or losses of the Ordinary Share class or C Share Class. 
 
   Investment policy 
 
   The issue of D Shares will require a change in the investment policy of 
the Company which requires approval of the Company's shareholders and is 
set out in full in the circular convening the General Meeting published 
today. 
 
   Related party transactions 
 
   It is also proposed, subject to Shareholders' approval, that Foresight 
Group CI Limited will be appointed by the Company as its investment 
manager in respect of the D Share Fund under the terms set out below and 
that Foresight Group LLP will be appointed as promoter of the Offer 
under the terms set out below.  Foresight Group CI Limited, as the 
Company's investment manager, and Foresight Group LLP, as its agent and 
associate, are regarded as related parties of the Company under the 
Listing Rules. Therefore the terms of these appointments constitute 
related party transactions for the purpose of the Listing Rules and 
require Shareholders' approval. 
 
   Pursuant to the carried interest agreement dated 1 February 2016, 
between, among others, the Company and Foresight Group CI Limited (the 
"Investment Manager"), the Investment Manager will be entitled to a 
performance incentive (in cash or new D Shares in the Company issued at 
par) to a value equal to 20% of distributions in excess of 100p per D 
Share until total distributions reach 115p per Share and thereafter 
equal to 30% of distributions over that level. No performance incentive 
will be distributed to Foresight Group CI Limited until D Shareholders 
have received distributions of 100p per D Share. 
 
   Pursuant to a sponsor and promoter agreement dated 1 February 2016 
relating to the Offer between, among others, the Company and Foresight 
Group LLP ("Promoter"), the Promoter will receive a fee of an amount up 
to a maximum of 5.5% of the amount subscribed under the Offer by 
Investors who apply through a financial intermediary, where permissible, 
(subject to a maximum aggregate payment of GBP1.1 million), for acting 
as promoter of the Offer. 
 
   Further Information 
 
   The Offer is now open and will close at noon on 4 April 2016 for the 
2015/2016 tax year and 31 August 2016 for the 2016/2017 tax year or 
earlier if the Offer is fully subscribed or otherwise at the Board's 
discretion. 
 
   Full details of the Offer will be set out in the Registration Document, 
Summary and Securities Note which together comprise a Prospectus in 
accordance with the Prospectus Rules made under Section 84 of FSMA, and 
which is published as at today's date.   The Offer is conditional on the 
passing of certain of the resolutions to be proposed at a general 
meeting to be held 7 March 2016 as set out in the circular published 
today. 
 
   All documents comprising the Prospectus will also available from the 
offices of the Promoter, The Shard, 32 London Bridge Street, London SE1 
9SG and the following website: http://www.foresightgroup.eu. 
 
   A copy of the Prospectus has also been submitted to the Financial 
Conduct Authority and will be shortly available for inspection on both 
the Promoter's website (www.foresightgroup.eu) as well as at the 
National Storage Mechanism (www.morningstar.co.uk/uk/nsm). 
 
   For further information, please contact: 
 
   Gary Fraser 
 
   Foresight Group LLP 
 
   Telephone: 020 3667 8100 
 
   This announcement is distributed by NASDAQ OMX Corporate Solutions on 
behalf of NASDAQ OMX Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Foresight Solar VCT PLC via Globenewswire 
 
   HUG#1982865 
 
 
  http://www.foresightgroup.eu/
(END) Dow Jones Newswires
February 01, 2016 13:16 ET (18:16 GMT)
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