Foresight Slr Fnd Ld Foresight Solar Fund Limited : Initial Placing And Offer Price

 
TIDMFSFL 
 
 
   THIS ANNOUNCEMENT, 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 CONTAINS 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 the prospectus published by 
Foresight Solar Fund Limited on 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. 
 
   14 March 2017 
 
 
 
   Foresight Solar Fund Limited (the "Company") 
 
   Initial Placing and Offer Price 
 
 
 
   On 3 March 2017, the Board of Foresight Solar Fund Limited (the 
"Company") announced 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 Company also announced 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). 
 
 
 
   The Board announces that the Initial Placing and Offer price is being 
set at 107.75 pence per New Share. 
 
 
 
   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. 
 
 
 
   The timetable for the Initial Issues remains unchanged as per below. 
 
 
 
 
 
 
                              EXPECTED TIMETABLE 
Event                                                                     Date 
Initial Placing and Offer 
Latest time and date for return of Forms of Proxy        4.30 p.m. on 20 March 
 for the General Meeting                                                  2017 
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 
 under the Offer                                                          2017 
Latest time and date for commitments under the Initial    11 a.m. on 29 March 
 Placing                                                         2017 
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 
 of the LSE commence                                                      2017 
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 
 (if applicable)                                                          2017 
Secondary Listing and Private Placement 
Latest time and date for commitments under the Private    12 p.m. (SAST) on 29 
 Placement                                                          March 2017 
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 
 of trading on the Main Board of the JSE                            April 2017 
Accounts at CSDPs or brokers updated and accounts                 3 April 2017 
 debited in respect of the Private Placement Shares 
 at the commencement of trade 
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 Nicolaus 
 Europe Limited, J.P. Morgan Securities plc (which 
 carries on its UK investment banking activities as 
 J.P. Morgan Cazenove) and Rand Merchant Bank (a division 
 of FirstRand Bank Limited), 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 New Shares of 
 changes to the timetable either by post, by electronic 
 mail or by the publication of a notice through a Regulatory 
 Information Service. 
 
 
 
 
   For further information, please contact: 
 
   Foresight Group 
 
   Louise Chesworth                            [e-mail] 
[phone] 
 
 
 
   Stifel Nicolaus Europe Limited (Sponsor and Joint UK Bookrunner) 
[phone] 
 
   Mark Bloomfield 
 
   Neil Winward 
 
   Tunga Chigovanyika 
 
 
 
   J.P. Morgan Cazenove (Joint UK Bookrunner) 
[phone] 
 
   William Simmonds 
 
   Anne Ross 
 
   Oliver Kenyon 
 
 
 
   Rand Merchant Bank (South African Bookrunner) 
[phone] 
 
   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 Nicolaus Europe Limited 
("Stifel"), J.P. Morgan Securities plc, which carries on its UK 
investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan 
Cazenove") or Rand Merchant Bank, a division of FirstRand Bank Limited 
("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 as sponsor and 
joint UK bookrunner to the Company and is acting for 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 as joint UK bookrunner to the 
Company and is acting for 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 as JSE sponsor and South African bookrunner to the 
Company and is acting for 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.  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 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 14, 2017 03:00 ET (07:00 GMT)

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