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FTSV Foresight Solar & Technology Vct Plc

4.50
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Foresight Solar & Technology Vct Plc LSE:FTSV London Ordinary Share GB00B640GZ49 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 4.50 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

FORESIGHT SOLAR & INFRASTRUCTURE VCT PLC ORD 1P Foresight Solar & Infrastructure Vct Plc : Publication Of A Letter To Ordinar...

08/12/2016 12:49pm

UK Regulatory


 
TIDMFTSV 
 
   Foresight Solar & Infrastructure VCT PLC ("Company") 
 
 
 
   Publication of a Letter to Ordinary Shareholders 
 
   The board of the Company ("Board") is pleased to announce the 
publication of a Letter to Ordinary Shareholders with respect to the 
options available to them either remain invested or exit their holdings 
in the Ordinary Shares of the Company. 
 
   The letter is published in full below and a copy of the letter will be 
shortly available for inspection on both the Foresight Group LLP website 
(www.foresightgroup.eu) as well as at the National Storage Mechanism 
(www.morningstar.co.uk/uk/nsm). 
 
   For further information, please contact: 
 
   Gary Fraser 
 
   Foresight Group LLP 
 
   Telephone: 020 3667 8100 
 
 
 
   This document is for the attention of the holders of ordinary shares of 
1p each ('Ordinary Shares') in the capital of Foresight Solar & 
Infrastructure VCT plc ('the Company'). 
 
   This document is important and requires your immediate attention. If you 
are in any doubt as to any aspect of this document or as to any action 
you should take, you are recommended to seek financial advice from an 
independent financial adviser authorised under the Financial Services & 
Markets Act 2000 ('FSMA'). 
 
   If you have sold or otherwise transferred all of your Ordinary Shares, 
please pass this document to the purchaser or transferee, or to the 
person who arranged the sale or transfer so that they can pass the 
document on to the person who now owns the Ordinary Shares. 
 
   Letter to Ordinary Shareholders from David Hurst-Brown, Chairman 
 
   8 December 2016 
 
   Dear Shareholder, 
 
   Foresight Solar & Infrastructure VCT plc (formerly Foresight Solar VCT 
plc) 
 
   Ordinary Shareholder Option to Remain Invested or Exit 
 
   The fifth anniversary of the final closing of the original public offer 
for subscription for the Ordinary share class of the company occurred on 
8(th) November 2016. 
 
   Given this, and as we explained in correspondence at the start of the 
year, Foresight, the Company's investment manager, has undertaken an 
exercise to explore options to facilitate the realisation of part or all 
of each investor's shareholding, to give investors the choice of selling 
some or all of their shares back to the Company, or remain invested for 
the longer term to take advantage of tax-free dividends for qualifying 
holders.  Such options include selling or refinancing the solar assets 
as the current low interest rate environment presents the opportunity to 
raise relatively cheap debt in order to generate a value uplift prior to 
an ultimate exit of the solar assets. 
 
   As promised, we are now writing to you to determine your choice of 
whether you wish to sell your shares at the first available opportunity 
or whether you wish to remain fully or partially invested for a further 
period of time. Your response will be binding so that we can action the 
requests of all shareholders. Attached to this letter is a response form 
for you to complete and indicate how many, if any, shares you might like 
to sell. 
 
   We have previously stated that we are confident we will be able to 
satisfy those investors seeking to sell some or all of their shares. 
However in certain circumstances, particularly if a large number of 
investors elect to sell, it may be possible that either (i) we are 
unable to meet the demands of those investors who wish to remain 
invested if it is uneconomic to run a small investment portfolio in 
particular if we receive attractive offers for the outright sale of 
assets; or (ii) we might be unable to meet all of the demands for 
liquidity within the planned timescale for those investors wanting to 
sell. 
 
   Also it is important to note that we cannot predict the exact timing or 
price of the exit opportunity.  Your total return will depend on prices 
achieved on the ultimate sale of the solar assets and we continue to 
work hard to maximize the value of the portfolio. 
 
   To discuss your options in more detail we would strongly recommend that 
you contact your FCA Authorised adviser. 
 
   The final page of this letter asks you to select your chosen option. 
Please make your choice, sign the form and return it to us in the 
pre-paid envelope provided.  Your response will be binding and will need 
to be received by no later than 15(th) January 2017. 
 
   Once responses have been received and collated, it is expected that the 
Company will convene a general meeting to be held in the first quarter 
of 2017 at which shareholders' approval will be sought for the exact 
mechanics of the optimal liquidity scheme. The scheme selected will 
depend, amongst other things, on the number of shares that shareholders 
tell us they want to  sell in accordance with the 'Shareholder Options' 
described below  and it may be that a shareholder-approved buyback is 
the most efficient method. As part of the scheme for returning capital 
to investors, it is expected that a composite resolution will be 
proposed at the general meeting which will also approve, subject to the 
achievement of the target return to shareholders, the payment of a 
performance incentive fee to Foresight as set out in the original 
prospectus. 
 
   Option to Remaining Invested 
 
   As set out in the original prospectus, we believe that some investors 
may wish to stay invested for the longer- term to take advantage of the 
potential stream of tax-free future dividends from the 25-year income 
profile of solar power assets. The potential benefits of remaining 
invested are set out below. 
 
   Shareholders' Options 
 
   We anticipate that the first liquidity event (the "First Planned Exit 
Date"), will occur between March and July 2017. Relevant points to 
consider when evaluating your options regarding the First Planned Exit 
Date are: 
 
 
   -- For Ordinary Shares you elect to sell: 
 
          -- We anticipate shares will be acquired by the Company at a price in 
             the range of GBP0.95 to GBP1.01 per share. This assumes that total 
             dividends paid to ordinary shareholders by such date will be 29p, 
             of which 23p has already been paid. This would generate a total 
             return since original investment of GBP1.24 to GBP1.30 at such 
             point; and 
 
          -- Shares will be acquired at net asset value. 
 
   -- For Ordinary Shares you elect to remain invested: 
 
          -- We believe that very few asset classes can deliver such 
             predictable, non-equity correlating returns as solar PV power. 
             Further, the VCT has substantial exposure to Feed-in-Tariff 
             subsidised power plants which provide the most predictable of 
             income streams available to solar power; 
 
          -- The performance of Foresight Solar and Infrastructure "O" Shares 
             has been strong since launch and the Board remains confident that 
             the VCT can continue to deliver dividends of at least 6p per annum 
             in the long term; 
 
          -- Shares that remain in the VCT will continue to deliver to 
             qualifying holders tax-free dividends with potential for tax-free 
             capital growth at a time when there are limited possibilities to 
             access lower risk asset classes within tax advantageous 
             structures; new VCT fund raises cannot be invested into solar PV 
             generating assets, or indeed any energy generating assets; 
 
          -- The Investment Manager, Foresight Group, has substantial 
             experience in overseeing solar assets via its in-house team of 
             engineers and specialist portfolio managers and will actively 
             manage the portfolio in order to continually optimize performance; 
             and 
 
          -- We intend to offer further liquidity at net asset value within two 
             years from the First Planned Exit Date. 
 
 
   For the avoidance of doubt at this point only Ordinary shares of the 
Company can be sold under this proposal. Planned liquidity events for 
other share classes, such as C shares and D shares, will be provided 
after the relevant 5 year anniversaries have passed. 
 
   Action Points 
 
 
   -- Tick one box in the form overleaf with your binding preference; 
 
   -- Print your name, sign and date the form; and 
 
   -- Return the completed form in the pre-paid envelope provided by 15 January 
      2017. 
 
 
   Please note that where forms are received blank, where no forms are 
received at all, or if forms are received late, we will assume that you 
wish to remain invested. 
 
   This letter was originally sent to ordinary shareholders on 14 November 
2016, but we omitted to publish it on our website.  We have been made 
aware that some shareholders did not receive this letter, therefore we 
have now published the letter via the regulatory news service and it 
will be available on the Company's website.  If you have already 
completed your form and submitted your decision, you do not need to take 
any further action. 
 
   Although we cannot under any circumstances give advice should you have 
any queries please do not hesitate to contact our Investor Relations 
team on 020 3667 8159 or at investorrelations@foresightgroup.eu. 
 
   Yours faithfully, 
 
   David Hurst-Brown 
 
   Chairman 
 
   Important Notices 
 
   This document has not been approved by a person authorised under FSMA. 
Accordingly, this document is directed solely at holders of Ordinary 
Shares in the Company and their advisers authorised under FSMA. It is 
not intended that this document be distributed or passed on, directly or 
indirectly, to any other class of person and in any event and under no 
circumstances should persons of any other description rely on or act 
upon its contents. It must not be reproduced by, further distributed or 
published (in whole or part) by you or any other person save where you 
have sold all your Ordinary Shares and pass this letter to the 
transferee. 
 
   This document is not a prospectus or listing particulars, does not 
contain any representation or warranty as to its accuracy or 
completeness and does not constitute an offer or invitation to subscribe, 
underwrite or purchase any securities, or the solicitation of any offer 
or invitation to subscribe, underwrite or purchase any securities, nor 
shall it or any part of it form the basis of or be relied upon in 
connection with any offer to subscribe, underwrite or purchase any 
securities nor in connection with any contract therefor. Specifically, 
this document does not constitute a memorandum of sale for or an offer 
or an invitation to buy shares in the capital of the company and the 
form attached by which shareholders are invited to indicate their 
binding indication of preference does not constitute an offer or an 
invitation to sell shares in the company but it is anticipated that 
these documents, taken together, will form a significant component part 
of the liquidity arrangements for which shareholder's approval is likely 
to be sought in the New Year  the success of which will depend on 
shareholders' honouring their binding indications of preference if the 
liquidity scheme which is then proposed is to be implemented. If binding 
indications of preference are not honoured the company may not be able 
to proceed with a liquidity scheme as planned and the company may incur 
wasted expense and costs and might have realised assets needlessly which 
might compromise the qualifying status of the company as a venture 
capital trust in the future. Accordingly this document and the form 
attached for completion by ordinary shareholders need to be considered 
carefully and ordinary shareholders should regard themselves as bound by 
their indications of preference so  that a liquidity scheme can be 
developed and proposed in the best interests of all holders of ordinary 
shares in the capital of the company. 
 
   The statements in this document should not be regarded as a profit or 
dividend forecast and nor should they be regarded as forward looking 
statements. There is no guarantee that any full or partial exits of 
investments will be achieved and/or at any specified value. The payment 
and level of dividends will remain subject to the performance of the 
Fund and the Company as a whole, the sale values achieved and other 
statutory and regulatory requirements (including the need to maintain 
the Company's status as a VCT). 
 
   The market price of the shares in the Company may not be fully reflected 
in their underlying net asset value. The value of an investment in the 
Company may go down as well as up and an investor may not get back the 
full amount invested. Although the shares in the Company will be listed 
on the London Stock Exchange's main market for listed securities, it is 
likely that the shares will be illiquid and shareholders may have 
difficulty in selling them. Past performance is not necessarily a guide 
to future performance of the Company. 
 
   There can be no guarantee that the Company's investment objectives will 
be achieved. Investment in unquoted, AIM-traded and PLUS Markets-traded 
companies by its nature involves a higher degree of risk than investment 
in companies traded on the main market of the London Stock Exchange. The 
market for stock in smaller companies is often less liquid than that for 
stock in larger companies, bringing with it potential difficulties in 
acquiring, valuing and disposing of such stock. The Company's 
investments may, therefore, be difficult to realise. 
 
   The current VCT tax reliefs may change during the time shares are held 
and can be retrospective. The value of the tax reliefs depends on the 
personal circumstances of the investors, who should consult their own 
tax advisers before making, or taking action in relation to, an 
investment. There can be no guarantee that the Company will retain full 
VCT status which could lead to adverse tax consequences for investors, 
including a requirement to repay any upfront income tax relief. 
 
   Shareholders can refer to Company's recently published annual report and 
accounts for the year ended 30 June 2016 for further background 
information as regards the Company's recent performance and the 
estimated returns stated above. 
 
 
 
   Form for Completion: Binding Indication of Preference 
 
   Instructions: 
 
   Please tick one box only. Where forms are received blank or where no 
forms are received at all or if received late, we will assume that your 
intention is to remain invested. 
 
   The options below refer to the "First Planned Exit Date", which is 
scheduled between March and July 2017. 
 
   Tick One of the Boxes 
 
   Option 1 - Remain Fully Invested 
 
 
 
   I confirm that I wish to retain all of my Ordinary Shares in Foresight 
Solar 
 
   & Infrastructure VCT Plc. 
 
   Option 2 - Partial Retention and Sale 
 
 
 
   I confirm that I wish to sell half of my Ordinary Shares in Foresight 
Solar & Infrastructure VCT Plc at the First Planned Exit Date and retain 
the other half.  In the event of my holding an odd number of shares, I 
agree that the Shares to be sold will be rounded down to the nearest 
whole number. 
 
   Please note that the only available option for partial retention is to 
retain half your shares, and not any other proportion. 
 
   Option 3 - Full Exit 
 
   I confirm that I wish to sell all of my Ordinary Shares in Foresight 
Solar 
 
   & Infrastructure VCT Plc at the First Planned Exit Date. 
 
   Investor Name:                                                                                Investor Signature: 
 
 
   (please print)     __________________________                                                                           _________________ 
 
 
 
 
 
 
 
 
   Investor Shareholder Reference Number 
 
   (please note that this is an 11 digit reference that can be located on 
your share certificate) 
 
   Date:                   __________________________ 
 
   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 & Infrastructure VCT plc via Globenewswire 
 
 
  http://www.foresightgroup.eu/ 
 

(END) Dow Jones Newswires

December 08, 2016 07:49 ET (12:49 GMT)

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

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