Foresight Solar Fund Limited : Connection of Bo...
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS, OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN
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 neither an advertisement, a prospectus nor a financial promotion. Any investment in any shares referred to in this announcement may be made only on the basis of information in a prospectus (the "Prospectus") to be published by Foresight Solar Fund Limited in connection, inter alia, with the proposed admission of its to be issued ordinary shares of no par value each to the Premium Listing segment of the Official List of the UK Listing Authority and to trading on the Main Market for listed securities of the London Stock Exchange.
Foresight Solar Fund Limited
Connection of Bournemouth and Kencot Assets & Proposed Initial Placing and Offer for Subscription and Placing Programme
25 September 2014
The Board of Foresight Solar Fund Limited (the "Company") is pleased to confirm the successful connection to the grid of the 37MW Bournemouth and the 37MW Kencot, Oxfordshire assets. The Company hereby announces its intention to raise up to a target amount of approximately £100 million, by way of an Initial Placing and Offer for Subscription (the "Initial Placing and Offer") of new Ordinary Shares ("New Shares") and to create a Placing Programme in relation to its New Shares (the Initial Placing and Offer and Placing Programme, together known as the "Issues"). The Initial Placing and Offer Price is based on the NAV per Share as at 30 September 2014 plus a premium of two per cent. to cover the costs of the Initial Placing and Offer.
Background and Reasons for the Issues
Following the Company's successful launch in October 2013, the Company has acquired, or agreed to acquire, subject only to the assets receiving ROC Accreditation, nine operational assets with an aggregate value of approximately £239 million. To enable the Board to take advantage of the prevailing market conditions and investment opportunities, the Board is proposing an Initial Placing and Offer with the proceeds, together with existing debt facilities, to be used to complete the acquisition of two assets which the Group has already contracted to acquire. The two assets are the 37MW Bournemouth solar power plant in Dorset, and the 37MW Kencot, Oxfordshire asset which are both now connected to the grid.
The Company is also proposing a Placing Programme to fund, together with its existing debt facilities, further acquisition opportunities which support the Company's investment objective and acquisition criteria, as and when they arise. This will provide the flexibility to enable the Investment Manager to act opportunistically, by making a series of accretive acquisitions whilst also mitigating the risk of cash drag on Shareholders' funds.
The Board further believes that the Issues offer significant benefits for all Shareholders as noted below:
- any proceeds raised under the Issues would increase the net assets of the Group and provide flexibility in managing the Group's leverage;
- the Issues offer the Company the potential opportunity to benefit from further acquisitions which will diversify the Group's portfolio;
- the Issues would significantly increase the market capitalisation of the Company which should therefore increase liquidity in the Ordinary Shares; and
- as a result of the Issues, the fixed costs of the Group would be spread over a larger asset base and therefore the total expense ratio of the Group would be reduced.
Details of the Issues
The Initial Placing and Offer
Following the announcement of connection and commencement of operations of the Bournemouth and Kencot solar power plants, the Company is proposing to target an initial issue of up to 100 million New Shares at the Initial Placing and Offer Price, to raise Gross Proceeds of approximately £100 million.
The Placing Programme
Following the Initial Placing and Offer, the Board intends to implement the Placing Programme. Under the Placing Programme, subject to shareholder approval, the Company intends to issue up to 200 million New Shares less any such shares issued pursuant to the Initial Placing and Offer. The Placing Programme is being implemented to enable the Company to raise additional capital in the period to 24 September 2015 as and when it identifies suitable assets for acquisition.
Extraordinary General Meeting
The Issues are subject to Shareholder approval to be sought at an extraordinary general meeting ("EGM") to be held at 1.00 p.m. on 13 October 2014 at Elizabeth House, 9 Castle Street, St. Helier, Jersey JE4 2QP. A circular and notice of EGM (the "Circular") to approve by special resolution the issue of the New Shares without having to first offer those New Shares to existing Shareholders, and to approve by ordinary resolution the Related Party Transaction that may arise if any of BlackRock, Inc. and its Associates, including funds controlled by it or any of them (the "BlackRock Related Parties") wish to take part in the Issues, is expected to be posted later today.
The Related Party Transaction
As the BlackRock Related Parties have held more than ten per cent. of the voting rights in the Company in the past 12 months, they are considered to be a ''related party'' for the purposes of the Listing Rules. Subject to the paragraph below, the issue of New Shares to any of the BlackRock Related Parties pursuant to the Issues would constitute a ''related party transaction'' and requires the approval of the Shareholders.
The BlackRock Related Parties can subscribe for New Shares issued pursuant to the Issues, without the approval of the Shareholders, if the aggregate gross proceeds of the New Shares issued to the BlackRock Related Parties pursuant to the Issues over a 12 month period represent five per cent. or less of the market capitalisation of the Company at the time of allocation to the BlackRock Related Parties and the number of New Shares issued to the BlackRock Related Parties in the 12 month period does not exceed five per cent. of the issued share capital.
As the aggregate gross proceeds and the number of any New Shares over a 12 month period issued to the BlackRock Related Parties pursuant to the Issues may breach the thresholds described above, the Listing Rules require the approval of the Related Party Transaction by Independent Shareholders to enable the BlackRock Related Parties to participate in the Issues.
Should the BlackRock Related Parties choose to participate in any Placing under the Placing Programme (including the Initial Placing) and/or the Offer for Subscription, their participation will be on the same terms as other placees in that placing (including the Initial Placing) and/or other subscribers in the Offer for Subscription (as applicable). In addition, any commissions paid by the Company to Oriel in respect of subscribers for New Shares procured by Oriel will be the same whether or not such subscriber is one of the BlackRock Related Parties.
The BlackRock Related Parties are not permitted to subscribe for New Shares pursuant to the Issues if the aggregate gross proceeds in respect of their participation over the course of the Issues represent more than £37.5 million (being approximately 24.10 per cent. of the market capitalisation of the Company as at 23 September 2014 or 24.13 per cent. of the Net Asset Value of the Company as at 30 June 2014).
In addition the Prospectus in relation to the Issues is expected to be published on or around today's date.
Words and expressions that are defined in the Prospectus and the Circular shall have the same meaning where they are used in this announcement, except where the context requires otherwise.
Timetable
The expected timetable for the Issues is as follows:
| Event | Date |
| Initial Placing and Offer | |
| Initial Placing and Offer opens | 25 September 2014 |
| Latest time and date for return of Forms of Proxy for the Extraordinary General Meeting | 1.00pm on 9 October 2014 |
| Extraordinary General Meeting | 1.00pm on 13 October 2014 |
| Initial Placing and Offer Price announced | 13 October 2014 |
| Latest time and date for receipt of Application Forms under the Offer | 11.00 a.m. on 15 October 2014 |
| Latest time and date for commitments under the Initial Placing | 12.00 p.m. on 16 October 2014 |
| Results of Initial Placing and Offer announced | 17 October 2014 |
| Admission and dealings in New Shares commence | 8.00 a.m. on 22 October 2014 |
| Crediting of CREST accounts in respect of the New Shares | 22 October 2014 |
| Share certificates in respect of New Shares despatched (if applicable) | on or around 29 October 2014 |
| Placing Programme | |
| Placing Programme opens | 22 October 2014 |
| Publication of Placing Programme Price in respect of each Issue | At the time of each Issue |
| Admission and dealings in New Shares commence | 8.00 a.m. on each day New Shares are issued |
| Crediting of CREST in respect of New Shares | 8.00 a.m. on each day New Shares are issued |
| Share certificates in respect of New Shares despatched (if applicable) | Approximately one week following the issue of any New Shares |
| Last date for New Shares to be issued under the Placing Programme | 24 September 2015 |
The dates and times specified above are subject to change.
ENDS
| For further information, please contact: | |
| Foresight Group | |
| Sarah Cole | +44 (0)203 667 8154 |
| Oriel Securities (Sponsor and Bookrunner) | +44 (0)20 7710 7600 |
| Mark Bloomfield Neil Winward Tunga Chigovanyika | |
This announcement is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, Japan or South Africa. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or South Africa. The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the US Investment Company Act of 1940, as amended and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US Person (within the meaning of Regulation S under the Securities Act). The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by, Oriel Securities Limited, or by any of their respective affiliates or agents as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or their advisers and any liability therefore is expressly disclaimed.
Oriel Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sponsor and bookrunner to the Company and is acting for no-one else in connection with the Issues and the contents of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Oriel Securities Limited nor for providing advice in connection with the Issues and the contents of this announcement or any other matter referred to herein.
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 Fund Limited via Globenewswire
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