Foresight Slr Fnd Ld Foresight Solar Fund Limited : Proposed Tap Issuance

 
TIDMFSFL 
 
 
   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 THE REPUBLIC OF SOUTH AFRICA 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. 
 
 
 
   Foresight Solar Fund Limited: Proposed Tap Issuance 
 
   The Board of Foresight Solar Fund Limited (the "Company") is pleased to 
announce a proposed tap issuance of up to 30,995,537 ordinary shares in 
the capital of the Company (the "New Shares"), representing 
approximately 9.99 per cent. of the Company's issued share capital at an 
issuance price of 103.00 pence per New Share (the "Tap Issuance"). 
 
   Foresight Group CI Limited (the "Investment Manager") believes the UK 
solar market remains attractive, particularly given the recent recovery 
and positive momentum in UK wholesale power prices. As detailed in the 
Company's interim results released on 15 August 2016, the Investment 
Manager has identified an attractive pipeline of over 200MW to support 
the growth of the Company over the next twelve months.  From this 
pipeline, the Company has entered into exclusivity/binding agreements to 
purchase operational, fully accredited UK solar assets totaling 82MW 
which it expects to acquire before the year end. The assets under 
exclusivity are a combination of 1.4 and 1.3 ROC assets. 
 
   The net proceeds of the proposed Tap Issuance will enable the Company to 
take advantage of these and other investment opportunities as and when 
they become available. 
 
   The Tap Issuance is being conducted, subject to the satisfaction of 
certain conditions, through a bookbuild process which will be launched 
immediately following this announcement.  Stifel Nicolaus Europe Limited 
("Stifel") and J.P. Morgan Securities plc, which carries on its UK 
investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan 
Cazenove"), are acting as joint bookrunners in connection with the Tap 
Issuance.  Members of the public are not entitled to participate in the 
Tap Issuance. 
 
   The Tap Issuance is being effected pursuant to the authority granted at 
the Company's General Meeting on 18 October 2016, permitting the 
allotment of up to 30,995,537 ordinary shares in the capital of the 
Company (the "Ordinary Shares") on a non pre-emptive basis. The Tap 
Issuance price of 103.00 pence per New Share is equal to the NAV per 
Ordinary Share of 100.7 pence as at 30 September 2016 plus an estimate 
of accrued income attributable to the Company since this date, plus a 
premium to cover issuance costs. 
 
   The New Shares will, when issued, be fully paid and will rank pari passu 
in all respects with the existing Ordinary Shares, including in respect 
of the right to receive all future dividends and distributions declared, 
made or paid by reference to a record date falling after their issue, 
including without limitation an entitlement to the third quarterly 
dividend of 1.54 pence in respect of the period from 1 July to 30 
September 2016, which was approved by the Directors on 18 October 2016 
and will be paid on 31 December 2016. 
 
   The Company will apply for admission of the New Shares to listing on the 
premium listing segment of the Official List of the Financial Conduct 
Authority (the "FCA") and to trading on the main market for listed 
securities of London Stock Exchange plc (the "London Stock Exchange") 
("Admission"). It is expected that settlement of subscriptions in 
respect of the New Shares and Admission will take place and that trading 
in the New Shares will commence at 8.00am (London Time) on Friday 28 
October. 
 
   The Tap Issuance is conditional upon, inter alia, Admission becoming 
effective not later than 8.00am on Friday 28 October (or such later date 
as Stifel and J.P. Morgan Cazenove may agree with the Company and the 
Investment Manager) and the Placing Agreement dated 19 October 2016 
among the Company, the Investment Manager, Stifel and J.P. Morgan 
Cazenove (the "Placing Agreement") becoming unconditional and not being 
terminated in accordance with its terms. Further details of the Placing 
Agreement can be found in the terms and conditions of the Tap Issuance 
set out in the Appendix to this announcement (which forms part of this 
announcement) (the "Terms and Conditions"). 
 
   By choosing to participate in the Tap Issuance 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 (including 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 in the 
Appendix. 
 
   Your attention is drawn to the detailed Terms and Conditions of the Tap 
Issuance set out in the Appendix to this announcement. 
 
   Alex Ohlsson, Chairman of the Company, said, "The recent upward 
movements in wholesale power prices have been positive for the sector, 
and the Company has identified an attractive pipeline of assets that 
will support the growth of the Company over the next 12 months.  Having 
secured exclusivity over an 82MW operational portfolio, additional funds 
raised can be deployed quickly into income generating assets thereby 
avoiding the impact of cash drag on investors." 
 
   Tap Issuance Timetable 
 
   The timetable is subject to change at the discretion of the Company, 
Stifel and  J.P. Morgan Cazenove. The decision to allot any New Shares 
to placees pursuant to the Tap Issuance shall be at the discretion of 
the Company, Stifel and J.P. Morgan Cazenove. 
 
 
 
 
Tap Issuance opens  Immediately upon release of this announcement on Wednesday 
                     19 October 2016 
Latest time and     01:00pm on Tuesday 25 October 2016 
date for receipt 
of Tap Issuance 
commitments 
Results of Tap      Wednesday 26 October 2016 
Issuance announced 
and Trade Date 
Settlement (T+2)    Friday 28 October 2016 
 
 
   For further information, please contact: 
 
   Foresight Group 
 
   Elena Palasmith                [e-mail] 
[phone] 
 
   Stifel Nicolaus Europe Limited (Joint Bookrunner) 
[phone] 
 
   Mark Bloomfield 
 
   Neil Winward 
 
   Tunga Chigovanyika 
 
   J.P. Morgan Cazenove (Joint Bookrunner) 
[phone] 
 
   William Simmonds 
 
 
 
   Disclaimer 
 
   The information contained within this announcement is deemed by the 
Company to constitute inside information as stipulated under the Market 
Abuse Regulations (EU) No. 596/2014). Upon the publication of this 
announcement via Regulatory Information Service this inside information 
is now considered to be in the public domain. 
 
   This announcement, including the Appendix, and the information contained 
herein is not for release, publication or distribution, directly or 
indirectly, in whole or in part, in, into or within the United States 
(including its territories and possessions, any State of the United 
States and the District of Columbia), Australia, Canada, Japan or South 
Africa, or any other jurisdiction where to do so might constitute a 
violation of the relevant laws or regulations of such jurisdiction. 
 
   This announcement does not constitute or form part of any offer or or 
any solicitation to purchase or subscribe for securities in the United 
States, Australia, Canada, Japan or South Africa. 
 
   The securities referred to herein have not been, and will not be, 
registered under the US Securities Act of 1933, as amended (the "US 
Securities Act") or the U.S. 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 U.S. Person 
(within the meaning of Regulation S under the Securities Act). There 
will be no public offer of securities in the United States or elsewhere. 
 
   The New Shares have not been and will not be registered under the 
applicable securities laws of Australia, Canada, Japan or South Africa 
and, subject to certain exceptions, may not be offered or sold, directly 
or indirectly, in Australia, Canada, Japan or South Africa. There will 
be no public offering of the New Shares in Australia, Canada, Japan or 
South Africa or elsewhere. 
 
   This announcement, including the Appendix, has been issued by, and is 
the sole responsibility, of the Company. This announcement is not an 
offer to sell nor a solicitation to buy any securities in any 
jurisdiction, nor is it a prospectus for the purposes of Directive 
2003/71/EC as amended (including amendments by Directive 2010/73/EU, to 
the extent implemented in the relevant member state) (the "Prospectus 
Directive"). No prospectus has been or will be prepared or made 
available in connection with the matters contained in this announcement 
and no such prospectus is required under the Prospectus Directive to be 
published in connection with the Tap Issuance. Investors should not 
subscribe for or purchase any securities referred to in this 
announcement except on the basis of information about the Company that 
is publicly available. 
 
   This announcement is not an invitation nor is it intended to be an 
inducement to engage in investment activity for the purpose of section 
21 of the Financial Services and Markets Act 2000 (as amended) of the 
United Kingdom ("FSMA"). To the extent that this announcement does 
constitute an inducement to engage in any investment activity included 
within this announcement, it is directed at and is only being 
distributed to: (A) persons in member states of the European Economic 
Area who are qualified investors within the meaning of Article 2(1)(e) 
of the Prospectus Directive, (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 amended (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 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. 
 
   Stifel, which is authorised and regulated in the United Kingdom by the 
Financial Conduct Authority, is acting exclusively for the Company and 
is acting for no-one else in connection with the Tap Issuance or the 
matters described in this announcement and the contents of this 
announcement, will not regard any other person as their respective 
client in relation to the Tap Issuance and will not be responsible to 
anyone other than the Company for providing the protections afforded to 
clients of Stifel nor for providing advice in connection with the Tap 
Issuance and the contents of this announcement or any other transaction, 
arrangement or matter referred to herein. 
 
   J.P. Morgan Securities plc, which conducts its UK investment banking 
activities as J.P. Morgan Cazenove, and which is authorised by the 
Prudential Regulation Authority and regulated by the Prudential 
Regulation Authority and the Financial Conduct Authority in the United 
Kingdom, is acting exclusively for the Company and no-one else in 
connection with the Tap Issuance or the matters described in this 
announcement and the contents of this announcement, will not regard any 
other person as their respective client in relation to the Tap Issuance 
and will not be responsible to anyone other than the Company for 
providing the protections afforded to clients of J.P. Morgan Cazenove 
nor for providing advice in connection with the Tap Issuance and the 
contents of this announcement or any other transaction, arrangement or 
matter referred to herein. 
 
   Apart from the responsibilities and liabilities, if any, which may be 
imposed on Stifel and J.P. Morgan Cazenove by the Financial Services and 
Markets Act 2000, as amended or the regulatory regime established 
thereunder, neither Stifel nor J.P. Morgan Cazenove accepts any 
responsibility whatsoever, and makes no representation or warranty, 
express or implied, in relation to the contents of this announcement, 
including its accuracy, completeness or for any other statement made or 
purported to be made by it or on behalf of it, the Company, its 
directors or any other person, in connection with the Company, the Tap 
Issuance or the New Shares, and nothing in this announcement shall be 
relied upon as a promise or representation in this respect, whether as 
to the past or the future. Each of Stifel and J.P. Morgan Cazenove 
accordingly disclaims all and any liability whatsoever, whether arising 
in tort, contract or otherwise (save as referred to above), which it 
might otherwise have in respect of this Announcement or any such 
statement. 
 
   Certain statements in this announcement are forward-looking statements 
which are based on the Company's expectations, intentions and 
projections regarding its future performance, anticipated events or 
trends and other matters that are not historical facts. These 
forward-looking statements, which may use words such as "aim", 
"anticipate", "believe", "intend", "estimate", "expect" and words of 
similar meaning, include all matters that are not historical facts. 
These forward-looking statements involve risks, assumptions and 
uncertainties that could cause the actual results of operations, 
financial condition, liquidity, dividend policy and the development of 
the industries in which the Company's businesses operate to differ 
materially from the impression created by the forward-looking 
statements. These statements are not guarantees of future performance 
and are subject to known and unknown risks, uncertainties and other 
factors that could cause actual results to differ materially from those 
expressed or implied by such forward-looking statements. Given these 
risks and uncertainties, prospective investors are cautioned not to 
place undue reliance on forward-looking statements.  Forward-looking 
statements speak only as of the date of such statements and, except as 
required by the Financial Conduct Authority, London Stock Exchange plc 
or applicable law, the Company undertakes no obligation to update or 
revise publicly any forward-looking statements, whether as a result of 
new information, future events or otherwise. 
 
   No statement in this announcement is intended to be a profit forecast 
and no statement in this announcement should be interpreted to mean that 
earnings per share of the Company for the current or future financial 
years would necessarily match or exceed the historical published 
earnings per share of the Company. The New Shares and the income from 
them may go down as well as up and investors may not get back the full 
amount invested on disposal of the New Shares. 
 
   The New Shares to be issued pursuant to the Tap Issuance will not be 
admitted to trading on any stock exchange other than the London Stock 
Exchange. 
 
   Neither the content of the Company's website (or any other website) nor 
the content of any website accessible from hyperlinks on the Company's 
website (or any other website) is incorporated into, or forms part of, 
this announcement. 
 
 
 
   APPIX 
 
   TERMS AND CONDITIONS OF THE TAP ISSUANCE 
 
   IMPORTANT INFORMATION FOR PLACEES ONLY 
 
   REGARDING THE TAP ISSUANCE 
 
   MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE TAP ISSUANCE. 
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS 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 THIS APPIX AND THE TERMS 
AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT 
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS 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 Tap 
Issuance, 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 
Tap Issuance 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 and J.P. Morgan 
Cazenove has been given to each such proposed offer or resale. 
 
   Neither Stifel nor J.P. Morgan Cazenove (the "Joint Bookrunners") makes 
any representation to any Placees regarding an investment in the New 
Shares. 
 
   Details of the Placing Agreement and of the New Shares 
 
   The Joint Bookrunners, the Company and the Investment Manager have today 
entered into a placing agreement (the "Placing Agreement") under which, 
on the terms and subject to the conditions set out therein, the Joint 
Bookrunners have agreed, as agent for and on behalf of the Company, to 
use reasonable endeavours to procure placees (the "Placees") for up to 
30,995,537 New Shares at a price to be determined following completion 
of a bookbuild process (the "Tap Issuance"). 
 
   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, including the third quarterly dividend of 1.54 pence in respect 
of the period from 1 July to 30 September 2016, which was approved by 
the Directors on 18 October 2016 and will be paid on 31 December 2016. 
 
   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 
Friday 28 October and that dealings in the New Shares will commence at 
that time. 
 
   Bookbuild 
 
   The Joint Bookrunners will today commence the bookbuilding process for 
participation in the Tap Issuance by Placees (the "Bookbuild"). This 
Appendix gives details of the terms and conditions of, and the mechanics 
of participation in, the Tap Issuance. No commissions will be paid to 
Placees or by Placees in respect of any New Shares. 
 
   The Joint Bookrunners shall be entitled to effect the Tap Issuance by 
such alternative method to the Bookbuild as they may, in their absolute 
discretion following consultation with the Company and the Investment 
Manager, determine. 
 
   Participation in, and principal terms of, the Tap Issuance 
 
   1.              Each of Stifel and J.P. Morgan Cazenove is acting as a 
bookrunner and agent of the Company in connection with the Tap Issuance. 
 
   2.              Participation in the Tap Issuance will only be available 
to persons who may lawfully be, and are, invited to participate by the 
Joint Bookrunners. The Joint Bookrunners and their respective affiliates 
are entitled to enter bids in the Bookbuild as principal. 
 
   3.              A single price of 103.00 pence per New Share shall be 
payable to the Joint Bookrunners as agent for the Company by all Placees 
whose bids are successful (the "Placing Price"). The results of the Tap 
Issuance 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 one 
of the Joint Bookrunners. 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 Joint Bookrunners 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 Joint 
Bookrunners' 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 Joint Bookrunners. Each Placee will also 
have an immediate, separate, irrevocable and binding obligation, owed to 
the Joint Bookrunners as agents 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 01:00pm 
(London time) on Tuesday 25 October 2016, but may be closed earlier or 
later at the discretion of the Joint Bookrunners. The Joint Bookrunners 
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 agreed 
between the Joint Bookrunners (in consultation with the Company and the 
Investment Manager) and will be confirmed orally by either of the Joint 
Bookrunners (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 Bookrunners 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 Tap Issuance will be subject to fulfilment of the conditions 
referred to below under "Conditions of the Tap Issuance" and to the Tap 
Issuance 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 Tap Issuance will terminate only in the circumstances 
described below and will not be capable of rescission or termination by 
the Placee. 
 
   8.              The Joint Bookrunners 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 they may determine. The Joint Bookrunners 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 Bookrunners) to reduce or seek to increase the amount 
to be raised pursuant to the Tap Issuance, in its absolute discretion. 
 
   9.              Irrespective of the time at which a Placee's allocation 
pursuant to the Tap Issuance is confirmed, settlement for all New Shares 
to be subscribed for pursuant to the Tap Issuance 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 Joint Bookrunners 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 of the 
Joint Bookrunners or any of their respective 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 of the Joint Bookrunners 
or any of their respective 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 Tap 
Issuance as the Joint Bookrunners and the Company may agree. 
 
   Conditions of the Tap Issuance 
 
   The Tap Issuance is conditional upon the Placing Agreement becoming 
unconditional and not having been terminated in accordance with its 
terms. The obligations of the Joint Bookrunners under the Placing 
Agreement in respect of the New Shares is conditional on, inter alia: 
 
   (a)           agreement being reached between the Company and the Joint 
Bookrunners on the number of New Shares to be issued pursuant to the Tap 
Issuance; 
 
   (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 
Joint Bookrunners) 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 Friday 28 October 2016. 
 
   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 Joint Bookrunners 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 Joint 
Bookrunners may agree), or (ii) the Placing Agreement is terminated in 
the circumstances specified below, the Tap Issuance 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 of the Joint Bookrunners or any of their respective 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 Tap Issuance nor for any decision they may make as 
to the satisfaction of any condition or in respect of the Tap Issuance 
generally, and by participating in the Tap Issuance each Placee agrees 
that any such decision is within the absolute discretion of the Joint 
Bookrunners. 
 
   Right to terminate under the Placing Agreement 
 
   At any time before Admission, the Joint Bookrunners are entitled to 
terminate the Placing Agreement by giving notice in writing to the 
Company and the Investment Manager if, amongst other things, in their 
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 Joint Bookrunners; 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 Tap Issuance or which the Joint 
Bookrunners consider 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 Tap Issuance, Placees agree that the exercise by 
the Joint Bookrunners of any right of termination or other discretion 
under the Placing Agreement shall be within their absolute discretion 
and that they do not need to make any reference to Placees and that the 
Joint Bookrunners 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 Tap Issuance 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 Tap Issuance, 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 either of the Joint Bookrunners or any other 
person and none of the Company, the Investment Manager, either of the 
Joint Bookrunners or any of their respective affiliates will be liable 
for any Placee's decision to participate in the Tap Issuance 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 Tap Issuance. 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 Joint Bookrunners 
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 Tap Issuance, each Placee 
allocated New Shares in the Tap Issuance 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 Joint Bookrunners. 
 
   The Company will deliver the New Shares to a CREST account operated by 
Stifel as the Company's agent and Friday 28 October 2016 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 28 October 2016 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 Joint 
Bookrunners. 
 
   Each Placee is deemed to agree that, if it does not comply with these 
obligations, the Joint Bookrunners (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 Tap Issuance. 
 
   Representations and warranties and further terms 
 
   By participating in the Tap Issuance, 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 each of the 
Joint Bookrunners (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 Tap Issuance and it has not received 
and will not receive a prospectus or other offering document in 
connection with the Bookbuild, the Tap Issuance or the New Shares; 
 
   (c)            the Tap Issuance does not constitute a recommendation or 
financial product advice and no Joint Bookrunner has 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 Joint 
Bookrunners 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 either of the Joint Bookrunners, 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 Joint 
Bookrunners, 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 of the Joint Bookrunners 
or any of their respective 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 Tap Issuance 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 either of the 
Joint Bookrunners, the Investment Manager or the Company and neither of 
the Joint Bookrunners, the Investment Manager or the Company will be 
liable for any Placee's decision to accept an invitation to participate 
in the Tap Issuance 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 Tap 
Issuance. None of the Company, the Investment Manager, the Joint 
Bookrunners or any of their respective affiliates has made any 
representations to it, express or implied, with respect to the Company, 
the Investment Manager, the Tap Issuance 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 Tap 
Issuance 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 Joint 
Bookrunners for the performance of all its obligations as a Placee in 
respect of the Tap Issuance (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 Tap Issuance 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 Joint Bookrunners 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 Joint Bookrunners 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 either of the Joint Bookrunners or 
any person acting on behalf of the Company, the Investment Manager or 
either of the Joint Bookrunners 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 
either of the Joint Bookrunners, 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 Tap Issuance; 
 
   (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 Tap Issuance 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 
Joint Bookrunners may in their 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 Joint Bookrunners 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 either of 
the Joint Bookrunners 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 each Joint 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 of the Joint Bookrunners, any of their 
respective 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 
Tap Issuance and that participation in the Tap Issuance is on the basis 
that it is not and will not be a client of any Joint Bookrunner and that 
no Joint Bookrunner has any duties or responsibilities to it for 
providing the protections afforded to such Joint Bookrunner's respective 
clients or customers or for providing advice in relation to the Tap 
Issuance 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 Tap Issuance. 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 Tap Issuance, including the merits and risks 
involved, and not upon any view expressed or information provided by or 
on behalf of either of the Joint Bookrunners; 
 
   (z)            that in connection with the Tap Issuance, a Joint 
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 Tap Issuance. Neither 
of the Joint Bookrunners intends 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 either of the Joint Bookrunners 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, each of the Joint 
Bookrunners 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 each Joint 
Bookrunner on its own behalf and on behalf of the Company and are 
irrevocable and it irrevocably authorises the Company and each of the 
Joint Bookrunners 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, each of the Joint Bookrunners 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 Tap Issuance; 
 
   (ff)          that it has neither received nor relied on any inside 
information concerning the Company in accepting the invitation to 
participate in the Tap Issuance; 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 Joint 
Bookrunners and are irrevocable. Each Placee, and any person acting on 
behalf of the Placee, acknowledges that none of the Company, the 
Investment Manager or either of the Joint Bookrunners 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 Tap Issuance, 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 
either of the Joint Bookrunners will be responsible and the Placees 
shall indemnify the Company, the Investment Manager and each of the 
Joint Bookrunners 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 Joint Bookrunners accordingly. 
 
   None of the Company, the Investment Manager or either of the Joint 
Bookrunners 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 Joint Bookrunners 
accordingly. Furthermore, each Placee agrees to indemnify on an 
after-tax basis and hold each Joint 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 Joint Bookrunners or any of their respective 
affiliates may, at their absolute discretion, agree to become a Placee 
in respect of some or all of the New Shares. 
 
   When a Placee or person acting on behalf of the Placee is dealing with 
the Joint Bookrunners, any money held in an account with any Joint 

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 such Joint Bookrunner's money in accordance with 
the client money rules and will be used by that Joint Bookrunner in the 
course of its own business; and the Placee will rank only as a general 
creditor of that Joint Bookrunner. 
 
   All times and dates in this announcement may be subject to amendment by 
the Joint Bookrunners (in their absolute discretion). The Joint 
Bookrunners shall notify the Placees and any person acting on behalf of 
the Placees of any changes. 
 
 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq 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 Fund Limited via Globenewswire 
 
 
 
 

(END) Dow Jones Newswires

October 19, 2016 05:25 ET (09:25 GMT)

Copyright (c) 2016 Dow Jones & Company, Inc.