Foresight Slr Fnd Ld Publication Of Prospectus And Circular Including Notice Of General Meeting

 
TIDMFSFL 
 
 
   THIS ANNOUNCEMENT, AND 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 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 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. 
 
   3 March 2017 
 
   Foresight Solar Fund Limited (the "Company") 
 
   Publication of Prospectus and Circular including Notice of General 
Meeting 
 
   Introduction 
 
   The Company is pleased to announce the publication of a prospectus 
relating to the issue of up to 250 million new ordinary shares of no par 
value each in the capital of the Company pursuant to an initial placing, 
offer for subscription, private placement and a placing programme (the 
"Prospectus"). 
 
   The Company also announces the publication of a Circular including 
notice of a general meeting to be held at 4.30p.m. on 22 March 2017 at 
Elizabeth House, 9 Castle Street, St. Helier, Jersey JE2 3RT (the 
"General Meeting") to seek authority from Shareholders to approve the 
following recommended Proposals: 
 
 
   -- the disapplication of pre-emption rights in respect of the issue of up to 
      250 million New Shares pursuant to the Issues ); 
 
   -- a Related Party Transaction that may arise if BlackRock, having been a 
      substantial Shareholder in the Company wish to participate in the Issues; 
 
   -- amendments to the Company's investment objective and policy principally 
      to allow for a more flexible debt structuring policy and access to a wide 
      pipeline of attractive opportunities;  and 
 
   -- amendments to the Articles for the purposes of permitting electronic 
      communications with Shareholders and amending the quorum provisions at 
      Board meetings. 
 
 
   Initial Placing, Offer for Subscription, Private Placement and Placing 
Programme 
 
   The Board has today announced its intention to raise in excess of GBP50 
million, by way of an Initial Placing and Offer for Subscription (and 
Private Placement in South Africa of New Shares. The Board has also 
announced 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 Company does not have any authority remaining to issue any further 
shares on a non pre-emptive basis and is therefore seeking the 
disapplication of pre-emption rights in respect of the issue of up to 
250 million New Shares pursuant to the Issues. 
 
   If such authority is granted by Shareholders at the General Meeting, the 
Directors will only use that authority to issue shares at a premium to 
the net asset value per share. This authority, if granted, will expire 
at the conclusion of the Company's next annual general meeting or on the 
date falling 15 months after the date that the resolution is passed, 
whichever is earlier. 
 
   The Board believes that the Issues should provide the following 
benefits: 
 
 
   -- provide the Company with additional capital which would enable it to take 
      advantage of current investment opportunities in the market and make 
      further investments in accordance with the Company's investment policy; 
 
   -- maintain the Company's ability to issue shares and enable the Company to 
      better manage any premium at which the Shares trade to Net Asset Value; 
 
   -- enhance the Net Asset Value per Share of existing Shares through issuance 
      at a premium to the prevailing Net Asset Value per Share; 
 
   -- diversify further the Shareholder register, potentially enhancing the 
      liquidity in the market for the Company's Shares; and 
 
   -- allow the Company's operating costs to be spread across a larger capital 
      base, which should help improve returns to investors through a reduction 
      in the Ongoing Charges Ratio. 
 
 
   The Related Party Transaction 
 
   BlackRock is a substantial shareholder in and related party to the 
Company, pursuant to the Listing Rules, having been a substantial 
shareholder in the past 12 months. BlackRock has made no commitment to 
subscribe for any New Shares under the Issues.  However, BlackRock may 
wish to participate in the Initial Placing and/or Placing Programme and 
such participation would be a related party transaction under the 
Listing Rules.  The Directors believe that it would be in the interests 
of all Shareholders to allow a substantial Shareholder such as BlackRock 
to continue its support for the Company.  The Company is therefore 
seeking approval from Independent Shareholders (i.e. Shareholders other 
than BlackRock and its associates) for BlackRock to be able to 
participate in the Initial Placing and/or Placing Programme. Should 
BlackRock choose to participate in the Initial Placing or any Placing 
under the Placing Programme then its participation will be on the same 
terms as the other Placees. 
 
   However, BlackRock is not permitted to subscribe for New Shares pursuant 
to the Issues if: (i) the aggregate gross proceeds in respect of its 
participation over the course of the Issues represents more than 24.99 
per cent. of the market capitalisation of the Company as at 3 March 2017 
or of the Net Asset Value of the Company as at 3 March 2017; and (ii) 
the aggregate number of New Shares it subscribes for under the Issues, 
together with its existing holding of Ordinary Shares, represent more 
than 24.99 per cent. of the total issued ordinary share capital of the 
Company as at 3 March 2017. BlackRock could subscribe for New Shares 
under the Issues (on the same terms as the other Placees) without the 
approval of the Independent Shareholders, provided that the aggregate 
gross proceeds over a 12 month period represented 0.25 per cent. or less 
of the market capitalisation of the Company at the time of allocation to 
BlackRock. 
 
   The proposed changes to the investment objective and policy 
 
   Furthermore, as part of the Proposals, in the light of the maturing of 
the solar power market place for investment opportunities, the Company's 
investment objective is proposed to be changed to reduce the focus on 
the potential for capital growth. The Company will pursue its focus on 
delivering sustainable and inflation-linked quarterly dividends. 
Accordingly the new objective is proposing that the Company aims to 
preserve and where possible enhance capital value through the 
reinvestment of excess cash flows, not required for the payment of 
dividends, generated from investing in a diversified portfolio of 
predominantly UK ground-based solar PV assets 
 
   In order to provide the Company with greater flexibility and wider 
opportunities when acquiring assets, the Board is also proposing to 
amend the Company's investment policy in order to allow for a more 
flexible debt structuring policy and access to a wider pipeline of 
attractive opportunities. Since its launch in 2013, the Company has, in 
accordance with its current investment policy, only been able to invest 
in ground based solar power plants in the primary market and, as a 
reflection of this at present, the Company's investment policy does not 
allow gearing at the asset level. However, given the growth of UK 
installed solar capacity over the past five years, the investment 
opportunities within the secondary market are increasing and are 
expected to increase further. As these ground based solar power plants 
have already been owned, most likely by construction companies, solar 
developers or panel manufacturers, it is commonplace for the vendors in 
the secondary market to have incurred debt at the asset level. The Board 
is therefore proposing that the restriction contained within the 
Company's investment policy in relation to asset level gearing be 
removed and that asset level gearing be permitted in the future. 
 
   The investment policy and the Articles contain a hard gearing limit of 
50 per cent. of the Group's Gross Asset Value. The Board is not 
proposing to amend this hard limit or the method used to calculate this 
hard limit.  Any Group gearing (including any asset level gearing and 
any revolving credit facilities) will be included in the calculation of 
this hard gearing limit.  Intra-group borrowings (i.e. borrowings 
between members of the Group) will continue to be excluded. 
 
   The investment policy also contains the Board's current intention that 
gearing, calculated as borrowings as a percentage of the Gross Asset 
Value, will not exceed 40 per cent. at the time of drawdown. In 
calculating compliance with this limit, the Company currently takes into 
account all long-term gearing and revolving credit facilities. In order 
to provide further flexibility to the Group's debt structuring policy it 
is proposed that revolving credit facilities be excluded from the 
calculation of this limit going forward. Any long-term gearing at asset 
level (but not any revolving credit facilities that are put in place at 
asset level) will, if these amendments are approved by Shareholders, 
also be included within the calculation of the Board's current 40 per 
cent. gearing limit. Intra-group borrowings (i.e. borrowings between 
members of the Group) will continue to be excluded. 
 

   The Company is also proposing to amend the investment policy in order to 
reflect that a significant proportion of the expected income stream is 
derived from regulatory support (which will consist of, for example and 
without limitation, ROCs and FiTs for UK assets) as opposed to being 
derived from green benefits (which consist of, for example, ROCs, FiTs 
and LECs). This proposed change will allow the Group's income stream to 
be derived from a wider range of support, benefits and subsidies. It 
also reflects the change in UK Government policy to withdraw the Levy 
Exempt Certificates which took place in 2015. 
 
   The proposed changes to the Company's Articles 
 
   The Company is also seeking to amend its Articles to permit electronic 
communications with its Shareholders and amend the quorum provisions for 
Board meetings in order to provide the Board with further flexibility. 
However the Board will continue to ensure that non-Jersey resident 
Directors cannot control the Board. 
 
   Board recommendation 
 
   The Board which has been so advised by Stifel, considers that the 
Related Party Transaction is fair and reasonable so far as Shareholders 
are concerned.  In providing its advice, Stifel has taken into account 
the Board's commercial assessments.  The Board also considers that the 
passing of each of the Resolutions is in the best interests of the 
Company and  unanimously recommends Shareholders to vote in favour of 
the Resolutions being proposed at the General Meeting. Mr Ohlsson and Mr 
Dicks, who in aggregate have an interest in 76,433 Ordinary Shares 
(being 0.02 per cent. of the Company's issued share capital), intend to 
vote their entire beneficial holdings in favour of the Resolutions. Mr 
Ambler has confirmed that he intends to subscribe, under the Offer, for 
approximately 10,000 New Shares subject to applicable laws and 
regulations. 
 
   General Meeting 
 
   The Proposals are subject to Shareholder approval. Accordingly, a notice 
convening the General Meeting of the Company to be held at Elizabeth 
House, 9 Castle Street, St Helier, Jersey JE4 2QP at 4.30 p.m. on 22 
March 2017 is included in the Circular being posted to Shareholders. 
 
   Publication of Circular and Prospectus 
 
   Further details of the Proposals can be found in the Circular, which 
will shortly be posted to Shareholders.  In addition, the Company has 
published a prospectus which is available on the Company's website. 
 
   An electronic copy of each of the Prospectus and the Circular is also 
available on the Company's website 
http://www.foresightgroup.eu/fsfl-home 
 
   A copy of the each of the Circular and the Prospectus can be inspected 
at the National Storage Mechanism website at 
http://www.morningstar.co.uk/uk/NSM. 
 
   Enquiries 
 
   Foresight Group 
 
   Elena Palasmith 
 
   [e-mail] 
 
   [phone] 
 
   Louise Chesworth 
 
   [e-mail] 
 
   [phone] 
 
   Stifel Nicolaus Europe Limited (Sponsor and Joint Bookrunner) 
 
 
   [phone] 
 
   Mark Bloomfield 
 
   Neil Winward 
 
   Tunga Chigovanyika 
 
   J.P. Morgan Cazenove (Joint Bookrunner) 
 
   [phone] 
 
   William Simmonds 
 
   Anne Ross 
 
   Oliver Kenyon 
 
   APPENDIX 
 
   DEFINITIONS 
 
 
 
 
Admissions                       the admissions of the New Shares to the Official List 
                                  of the UKLA (premium listing) and the admission of 
                                  the New Shares to trading on the main market of the 
                                  London Stock Exchange 
Articles                         the articles of association of the Company 
Associates                       has the meaning given in the Listing Rules 
BlackRock                        BlackRock, Inc. and its associates (as defined in 
                                  the Listing Rules), including funds controlled by 
                                  it or any of them 
Board                            the board of Directors or a duly constituted committee 
                                  thereof 
Circular                         the circular published by the Company on 3 March 2017 
Directors                        the directors from time to time of the Company and 
                                  Director is to be construed accordingly the disclosure 
                                  rules and the transparency rules made by the UK Listing 
                                  Authority under Part VI of the FSMA as amended from 
                                  time to time 
Group                            the Company and its subsidiaries from time to time 
Issues                           the issue of up to 250 million New Shares pursuant 
                                  to the Initial Placing, the Offer for Subscription, 
                                  the 
                                  Private Placement and/or the Share Issuance 
                                  Programme 
Latest Practicable Date          1 March 2017 
JSE                              the exchange operated by the JSE Limited 
LEC                              levy exemption certificate 
Listing Rules                    the listing rules made by the UK Listing Authority 
                                  under section 73A of FSMA 
Net Asset Value or NAV           the Gross Asset Value less the Group's consolidated 
                                  third party borrowings 
New Shares                       new Ordinary Shares to be issued by the Company pursuant 
                                  to the Issues 
Offer or Offer for Subscription  the offer for subscription to the public in the UK 
                                  of 
                                  New Shares to be issued on the terms set out in the 
                                  Prospectus and the application form 
Placees                          The persons to whom the New Shares are issued pursuant 
                                  to the Initial Placing and the Placing Programme 
Placing Agents or UK Joint       Stifel and JPMC the programme of placings of New Shares 
Bookrunners                       which may include an offer for subscription by the 
                                  Company in the UK and a programme of private placement 
                                  of New Shares to selected persons in South Africa 
                                  as described in Part 7 of the Prospectus 
Private Placement                the private placement of New Shares to selected 
                                  persons in South Africa who the private placement 
                                  of New Shares to selected persons in South Africa 
                                  who fall within one of the specified categories listed 
                                  in section 96(1) of the South African Companies Act, 
                                  71 of 2008 as amended, at the Private Placement Price 
Private Placement Price          the price at which the New Shares will be issued under 
                                  the Private Placement which 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 at 12.00 p.m. (SAST) on 29 
                                  March 2017 as quoted on Bloomberg 
Proposals                        the Initial Placing, Offer and Placing Programme, 
                                  the proposed changes to the investment objective and 
                                  policy, the proposed changes to the Articles, the 
                                  Related Party Transaction and the Secondary Listing 
                                  and the Private Placement 
Prospectus                       the prospectus published by the Company on 3 March 
                                  2017 
Related Party Transaction        any participation by BlackRock, as a substantial 
                                  Shareholder under the Listing Rules, in the Initial 
                                  Placing and/or Placing Programme 
Shareholder                      a registered holder of a Share 
Shares or Ordinary Shares        ordinary shares of no par value in the capital 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 13:08 ET (18:08 GMT)

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