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FSFL Foresight Solar Fund Limited

84.40
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Foresight Solar Fund Limited LSE:FSFL London Ordinary Share JE00BD3QJR55 ORD NPV
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 84.40 84.20 84.70 84.70 84.10 84.20 974,498 16:35:21
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Finance Services 162.99M 154.47M 0.2610 3.23 498.25M

Foresight Slr Fnd Ld Foresight Solar Fund Limited : Initial Placing, Offer For Subscription, Introduction Of Placing Programm...

03/03/2017 7:00am

UK Regulatory


 
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 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. 
 
   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 an advertisement and not a prospectus.  Any 
investment in any shares referred to in this announcement may be made 
only on the basis of information in a prospectus to be published by 
Foresight Solar Fund Limited on or around 3 March 2017, in connection 
with an initial placing, offer for subscription, private placement and a 
placing programme of ordinary shares of no par value each, to be 
admitted to the premium listing segment of the Official List of the 
Financial Conduct Authority and to trading on the Main Market for listed 
securities of the London Stock Exchange plc ("the Prospectus"). 
 
   3 March 2017 
 
 
 
   Foresight Solar Fund Limited 
 
   Initial Placing, Offer for Subscription, Introduction of Placing 
Programme, 
 
   South African Secondary Listing and Private Placement, and 
 
   Net Asset Value Update 
 
 
 
   The Board of Foresight Solar Fund Limited (the "Company") is pleased to 
announce its intention to raise in excess of GBP50 million by way of an 
Initial Placing and Offer for Subscription (the "Initial Placing and 
Offer") and a secondary listing ("Secondary Listing") on the main board 
of the securities exchange operated by the JSE Limited ("JSE") and 
Private Placement in South Africa (the "Private Placement") of new 
Ordinary Shares ("New Shares") (together the "Initial Issues"). The 
Board of the Company is also pleased to announce its intention to 
implement a Placing Programme in relation to up to 250 million New 
Shares less any New Shares issued under the Initial Issues. The Initial 
Issues and the Placing Programme are together known as the "Issues". 
 
 
 
   A prospectus in relation to the Issues and a pre-listing announcement in 
relation to the Secondary Listing and Private Placement are expected to 
be published shortly. 
 
 
 
   The Company also announces its unaudited NAV as at 23 February 2017 of 
GBP360 million, resulting in a NAV per share of 105.6 pence (31 December 
2016: 102.9 pence). For the avoidance of doubt, this includes the impact 
of the acquisition of Shotwick and Sandridge announced in February 2017. 
The Company's equity discount rate used to value its assets remains 
unchanged at 7.5% and the methodology for calculating the NAV remains 
consistent with that used to calculate the 31 December 2016 NAV. 
 
 
 
   Rationale for the Issues 
 
 
 
   The Board believes that the UK solar market remains attractive, 
particularly given the recent recovery in wholesale power prices. 
Furthermore, the Company and Foresight Group CI Limited (the "Investment 
Manager") continue to see attractive investment opportunities in both 
the primary and secondary UK solar market and wish to be in a position 
to take advantage of these opportunities as and when they arise. The 
recent acquisitions of the Shotwick and Sandridge solar plants, which 
represent the Company's two largest acquisitions to date, are evidence 
of the attractive investment opportunities available in the market, 
which the Investment Manager has been able to source. 
 
 
 
   The Investment Manager is currently evaluating an investment pipeline of 
operational UK based solar power plants representing an installed 
capacity of approximately 250MW. 
 
 
 
   To date, the Company has used the net proceeds from its equity 
fundraisings and its Bank Facilities to acquire 18 ground based solar 
power plants. All of these assets are fully operational and have 
received accreditation under the RO scheme. The Portfolio has a total 
operational capacity of approximately 470 MW. Following the recent 
acquisitions of Shotwick and Sandridge, the Company has drawn down, in 
aggregate, GBP255 million under its Bank Facilities (GBP160 million 
under its Term Loan Facilities and GBP95 million under its Revolving 
Credit Facilities). 
 
 
 
   The Board has therefore been discussing with its advisers a proposal to 
raise additional equity by means of the issue of up to 250 million New 
Shares in aggregate over the following twelve months. 
 
 
 
   It is currently intended that the net proceeds of the Initial Issues 
will be used, in the first instance, to repay the Revolving Credit 
Facilities either in full or in part. The Group may then draw down again 
under the Revolving Credit Facilities or it may use any remaining net 
proceeds to invest in or commit to further ground based solar power 
plants in accordance with the Company's investment policy. 
 
 
 
   Any proceeds raised under the Placing Programme will be used to take 
advantage of investment opportunities in accordance with the Company's 
investment policy and/or to repay debt. 
 
 
 
   Rationale for the Secondary Listing and Private Placement in South 
Africa 
 
 
 
   The success of the South African Renewable Energy Program has created a 
sophisticated understanding and appreciation of solar and other 
renewable energy assets in South Africa, and interest in the Company. 
Due to South African exchange control regulations, South African 
investors' ability to invest and hold shares outside of South Africa is 
restricted in terms of size.  In order to facilitate participation by 
South African investors in the Issues, the Company has applied and has 
been granted approval by the Financial Surveillance Department of the 
South African Reserve Bank for an inward listing of the Company on the 
JSE and a Private Placement of New Shares to Qualifying South African 
Investors.  The inward listed shares will be classified as domestic 
investment on the JSE and will allow South African investors the 
opportunity to invest in the Company on an unrestricted basis.  The 
Company believes that the Secondary Listing and Private Placement will: 
 
 
   -- improve the depth and spread of the shareholder base of the Company which 
      should, as a result improve the liquidity and tradability of the Ordinary 
      Shares; 
 
   -- provide the Company with access to a wider pool of international capital; 
      and 
 
   -- provide the Company with an additional platform to raise equity funding 
      to pursue growth and investment opportunities in the future. 
 
 
   Following the Secondary Listing and Private Placement, the Ordinary 
Shares will be fully transferrable between the UK and South African 
share registers.  Rand Merchant Bank, a division of FirstRand Bank 
Limited ("RMB"), has been appointed by the Company as South African 
Bookrunner and JSE Sponsor for the Secondary Listing and Private 
Placement. 
 
 
 
   The Initial Issues 
 
 
 
   The Initial Placing and Offer 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") is acting as sponsor and joint 
bookrunner in connection with the Initial Placing and Offer and Placing 
Programme and J.P. Morgan Securities plc, which carries on its UK 
investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan 
Cazenove"), is acting as joint bookrunner in connection with the Initial 
Placing and Offer and Placing Programme. 
 
 
 
   The Offer for Subscription is being made in the UK only. The public 
generally (unless they are located or resident outside the UK) may apply 
for New Shares through the Offer for Subscription. 
 
 
 
   The price at which the New Shares will be issued pursuant to the Initial 
Placing and Offer ("Initial Placing and Offer Price") will be equal to 
the NAV per Share on 23 February 2017 plus a premium as determined by 
the Board and is expected to be announced via RIS on or around 14 March 
2017. 
 
 
 
   The price at which the New Shares will be issued pursuant to the Private 
Placement ("Private Placement Price") will be equal to the ZAR 
equivalent of the Initial Placing and Offer Price determined based on 
the ZAR/GBP spot rate at the closing of the Private Placement (as quoted 
on Bloomberg).  The Private Placement Price will be announced by the 
Company through SENS on 29 March 2017. 
 
 
 
   The total number of New Shares issued under the Initial Issues will be 
determined by the Company, Stifel, J.P. Morgan Cazenove and RMB. The 
Board has reserved the right, in consultation with Stifel, J.P. Morgan 
Cazenove and RMB, to increase the number of New Shares offered pursuant 
to the Initial Placing and Offer and the Private Placement to up to the 
maximum amount for which the Board is seeking shareholder authority 
pursuant to the Issues, being 250 million New Shares. 
 
 
 
   The New Shares will be entitled to receive the interim dividend of 1.55p 
per Ordinary Share in respect of the period from 1 October 2016 to 31 
December 2016 which will be paid on 5 May 2017 provided the holders of 
the New Shares are on the Register on 7 April 2017. 
 
 
 
   Extraordinary General Meeting 
 
 
 
   The Issues are subject to Shareholder approval to be sought at an 
extraordinary general meeting ("EGM") to be held at 4:30pm on 22 March 
2017 at Elizabeth House, 9 Castle Street, St. Helier, Jersey JE4 2QP. A 
circular and notice of EGM (the "Circular") to approve, amongst other 
proposals, 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 wish to take part in the Issues, are expected to be posted 
shortly. 
 
 
 
   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: 
 
 
 
 
 
 
                                            EXPECTED TIMETABLE 
Event                                                                                                 Date 
Initial Placing and Offer 
Initial Placing and Offer opens                                                               3 March 2017 
Initial Placing and Offer Price Announced                                                    14 March 2017 
Latest time and date for return of Forms of Proxy                               4.30 p.m. on 20 March 2017 
 for the General Meeting 
General Meeting                                                                 4.30 p.m. on 22 March 2017 
Results of General Meeting                                                                   22 March 2017 
Latest time and date for receipt of Application Forms                             11 a.m. on 28 March 2017 
 under the Offer 
Latest time and date for commitments under the Initial               11 a.m. on 29 March 2017 
 Placing 
Results of Initial Placing and Offer announced                                               29 March 2017 
Admission and dealings in New Shares on the Main Market                         8.00 a.m. on 31 March 2017 
 of the LSE commence 
Crediting of CREST accounts in respect of the New                                            31 March 2017 
 Shares 
Share certificates in respect of New Shares despatched                          on or around 10 April 2017 
 (if applicable) 
Secondary Listing and Private Placement 
Publication of the Pre-listing Announcement on SENS                                           3 March 2017 
 in South Africa 
JSE Private Placement opens                                                                   3 March 2017 
Publication of the Pre-listing Announcement in the                                            6 March 2017 
 South African press 
Latest time and date for commitments under the Private                     12 p.m. (SAST) on 29 March 2017 
 Placement 
JSE Private Placement closes                                               12 p.m. (SAST) on 29 March 2017 
JSE Private Placement Price announced                                                        29 March 2017 
Results of the Private Placement released on SENS                                            29 March 2017 
 in South Africa 
Notification of allotments                                                                   29 March 2017 
Anticipated Secondary Listing Date and commencement                       8.00 a.m. (SAST) on 3 April 2017 
 of trading on the Main Board of the JSE 
Accounts at CSDPs or brokers updated and accounts                                             3 April 2017 
 debited in respect of the Private Placement Shares 
 at the commencement of trade 
Placing Programme 
Placing Programme opens                                                                       4 April 2017 
Publication of Placing Programme Price in respect                                At the time of each Issue 
 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   Approximately one week following the issue of any 
 (if applicable)                                                                                New Shares 
Last date for New Shares to be issued under the Placing                                       2 March 2018 
 Programme 
The dates and times specified above and mentioned 
 throughout this document are subject to change. All 
 references to times in this document are to London 
 times, unless otherwise stated. In particular, subject 
 to those matters on which the Issues are conditional, 
 the Board may, with the prior approval of Stifel, 
 JPMC and RMB, bring forward or postpone the closing 
 time and date for the Issues. In the event that such 
 time and date is changed, the Company will notify 
 investors who have applied for Ordinary Shares of 
 changes to the timetable either by post, by electronic 
 mail or by the publication of a notice through a Regulatory 
 Information Service. 
 
 
   Your attention is drawn to the detailed Terms and Conditions of the 
Initial Placing and Offer set out in the Appendix to this announcement. 
 
 
 
   For further information, please contact: 
 
   Foresight Group 
 
   Louise Chesworth                            lchesworth@foresightgroup.eu 
+44 (0)20 3667 8100 
 
 
 
   Stifel Nicolaus Europe Limited (Joint UK Bookrunner) 
+44 (0)20 7710 7600 
 
   Mark Bloomfield 
 
   Neil Winward 
 
   Tunga Chigovanyika 
 
 
 
   J.P. Morgan Cazenove (Joint UK Bookrunner) 
+44 (0)20 7742 4000 
 
   William Simmonds 
 
   Anne Ross 
 
   Oliver Kenyon 
 
 
 
   Rand Merchant Bank (South African Bookrunner) 
+27 (0)11 282 8000 
 
   Irshaad Paruk 
 
 
   Samuel Barton-Bridges 
 
 
 
   IMPORTANT NOTICE 
 
 
 
   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 into any 
other jurisdiction where to do so might constitute a violation or breach 
of any applicable law.  The distribution of this announcement may be 
restricted by law in certain jurisdictions and persons into whose 
possession any document or other information referred to herein comes 
should inform themselves about and observe any such restriction. Any 
failure to comply with these restrictions may constitute a violation of 
the securities laws of any such jurisdiction. 
 
   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 in any jurisdiction in which such 
offer or solicitation is unlawful (the "Excluded Territories"). 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 
any state, province or territory of the Excluded Territories and, 
subject to certain exceptions, may not be offered or sold into or within 
any of the Excluded Territories or to any national, resident or citizen 
of any of the Excluded Territories. 
 
   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, Stifel, J.P. Morgan Cazenove or RMB 
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. 
 
   Stifel is authorised and regulated in the United Kingdom by the 
Financial Conduct Authority (the "FCA"). Stifel is acting exclusively 
for the Company and no-one else in connection with the Issues, this 
announcement or any other matters referred to in this announcement, and 
will not regard any other person as its client in relation to the Issues 
or any other matters referred to in this announcement. Stifel will not 
be responsible to anyone other than the Company for providing the 
protections afforded to its clients or for providing advice in relation 
to the Issues or any other matter referred to in this announcement. 
 
   J.P. Morgan Cazenove is authorised by the Prudential Regulatory 
Authority (the "PRA") and is regulated in the United Kingdom by the FCA 
and PRA. J.P. Morgan Cazenove is acting exclusively for the Company and 
no-one else in connection with the Issues, this announcement or any 
other matters referred to in this announcement, and will not regard any 
other person as its client in relation to the Issues or any other 
matters referred to in this announcement. J.P. Morgan Cazenove will not 
be responsible to anyone other than the Company for providing the 
protections afforded to its clients or for providing advice in relation 
to the Issues or any other matter referred to in this announcement. 
 
   RMB is authorised and regulated by the Financial Services Board of South 
Africa. RMB is acting exclusively for the Company and no-one else in 
connection with this announcement or any other matters referred to in 
this announcement, and will not regard any other person as its client in 
relation to the Issues or any other matters referred to in this 
announcement.  Apart from the responsibilities and liabilities, if any, 
which may be imposed on it by the Financial Services Board of South 
Africa or the regulatory regime established thereunder, RMB will not be 
responsible to anyone other than the Company for providing the 
protections afforded to its clients or for providing advice in relation 
to the Issues or any other matter referred to in this announcement. 
 
   Apart from the responsibilities and liabilities, if any, which may be 
imposed on Stifel and J.P. Morgan Cazenove under the Financial Services 
and Markets Act 2000 (as amended) or the regulatory regime established 
thereunder or under the regulatory regime of any jurisdiction where the 
exclusion of liability under the relevant regulatory regime would be 
illegal, void or unenforceable, neither Stifel nor J.P. Morgan Cazenove 
nor any of their respective affiliates accept any responsibility or 
liability whatsoever for, nor make any representation or warranty, 
express or implied, concerning the contents of this announcement, 
including its accuracy, completeness or verification, or for any other 
statement made or purported to be made by the Company, or on the 
Company's behalf, or by Stifel or J.P. Morgan Cazenove, or on behalf of 
Stifel or J.P. Morgan Cazenove in connection with the Company, the 
Issues or the New Shares and nothing in this announcement is, or shall 
be relied upon as, a promise or representation in this respect, whether 
as to the past or future. To the fullest extent permitted by law, each 
of the Stifel and J.P. Morgan Cazenove and their respective affiliates 
disclaim all and any duty, liability or responsibility whatsoever, 
whether direct or indirect and whether in contract, in tort, under 
statute or otherwise (save as referred to above), which it might 
otherwise have in respect of this announcement or any such statement. 
 
   This announcement contains (or may contain) certain forward-looking 
statements, beliefs or opinions, with respect to the financial condition, 
results of operations and business of the Company. These forward-looking 
statements, which sometimes use words such as "believe," "estimate," 
"target," "anticipate," "expect," "could," "would," "intend," "aim," 
"plan," "predict," "continue," "assume," "positioned," "may," "will," 
"should," "shall," "risk" their negatives and other similar expressions, 
include all matters that are not historical facts and reflect the 
directors' beliefs and expectations and involve a number of risks, 
uncertainties and assumptions that cause actual results and performance 
to differ materially from any expected future results or performance 
expressed or implied by the forward-looking statement.  By their nature, 
forward-looking statements are subject to unknown risks, uncertainties 
and other factors that could cause actual results to differ materially 
from those expressed or implied by such forward-looking statements. Past 
performance of the Company cannot be relied on as a guide to future 
performance and persons reading this announcement are cautioned not to 
place undue reliance on such forward-looking statements. The information 
contained in this announcement is subject to change without notice and 
except as required by applicable law, none of the Company, Stifel, J.P. 
Morgan Cazenove or RMB or any of their respective affiliates or agents 
assumes any responsibility or obligation to update, amend or revise 
publicly or review any of the forward-looking statements, which speak 
only as at the date of this announcement. No statement in this 
announcement is or is intended to be a profit forecast or profit 
estimate or to imply that the earnings of the Company for the current or 
future financial years will necessarily match or exceed the historical 
or published earnings of the Company. 
 
   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

March 03, 2017 02:00 ET (07:00 GMT)

Copyright (c) 2017 Dow Jones & Company, Inc.

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