Foresight Slr Fnd Ld Foresight Solar Fund Limited : Issue Of Equity

 
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 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 (the "Prospectus"). Attention is also drawn to 
the terms and conditions at the bottom of this announcement. 
 
   25 October 2017 
 
 
 
   Foresight Solar Fund Limited 
 
 
 
   Proposed Placing and Net Asset Value Update 
 
 
 
   The Board of Foresight Solar Fund Limited (the "Company") is pleased to 
announce a placing of new ordinary shares (the "Placing") under its 
existing placing programme as described in the Prospectus (the "2017 
Placing Programme"). The Placing will seek to raise gross proceeds in 
excess of GBP75 million in accordance with the Prospectus. 
 
 
 
   The Company also announces its unaudited NAV as at 30 September 2017 was 
GBP426 million, resulting in a NAV per ordinary share of 102.9 pence (30 
June 2017: 104.6 pence). The decrease in NAV is mainly attributable to a 
downward revision of power price assumptions over the three months to 
the end September 2017. The Gross Asset Value ("GAV") including Company 
and Subsidiaries as at 30 September 2017 is GBP638.1 million. The 
Company's equity discount rate for UK investments remains unchanged at 
7.25%. 
 
 
 
   The placing price has been set at 108 pence per ordinary share. The 
Placing price represents a discount of 2.9% to the closing market price 
per ordinary share on 24 October 2017 and a premium to the latest NAV of 
4.9%.  Investors participating in the placing will be eligible for the 
second quarterly dividend of 1.58 pence per ordinary share, which is 
expected to be paid on 24 November 2017.  The Company has already 
announced that, in the absence of unforeseen circumstances, its target 
full year dividend for 2017 is 6.32 pence per ordinary share. 
 
 
 
   Use of Proceeds 
 
 
 
   The Board has recently announced its first overseas transactions in 
Australia with the acquisition of 48.5% of the 110MW Bannerton Solar 
Farm and the entering into binding commitments to acquire interests in 
the three construction stage assets from Canadian Solar Inc, Longreach 
(17MW), Oakey 1 (30MW) and Oakey 2 (70MW), representing a portfolio of 
117MW (the "Australian Assets"). The Australian solar assets are 
expected to connect to the grid between March and October 2018, with the 
projects being held at cost until each of their relevant operation start 
dates are reached. Following the acquisition of the Australian Assets, 
the Company's portfolio comprises of 23 assets with a net peak capacity 
of 621MW, of which 146MW are under construction. 
 
 
 
   The equity investment for the Australian Assets, including the expected 
construction costs, will amount to a total of approximately A$104 
million (equivalent to c.GBP61 million at current exchange rate([1] 
#_ftn1) ) and will result in the Company's existing GBP95 million 
revolving credit facilities ("RCFs") becoming fully allocated. 
 
 
 
   In addition to the Bannerton Solar Farm and Canadian Solar Australian 
portfolio the Company's existing RCFs were also utilised to partially 
fund the acquisition of the 49.6MW Sandridge Solar Farm and the 5MW 
Wally Corner Solar Farm in February and July this year, respectively. 
 
 
 
   The net proceeds from the Placing will be used to pay down debt and to 
allow the Company to take advantage of a number of further attractive 
investment opportunities in the UK and overseas markets, in accordance 
with the Company's investment policy. 
 
 
 
   The Board believes that the Australian solar market is attractive as it 
offers the opportunity to diversify the Company's portfolio into an 
overseas market that benefits from strong regulatory support while 
delivering further growth opportunities for the Company, supported by 
the Investment Manger's active presence in Australia since 2016. The 
Australian Assets will be managed by the Investment Manager's local team 
which is based in Sydney and has the full support of the UK based team. 
 
 
 
   Australian Solar Market Opportunity 
 
 
 
   The Australian solar market is a growing market with large-scale 
projects with an installed capacity above 1MW expected to represent 
560MW of total installed capacity in 2017 and significant growth is 
expected in the coming years with 4.5GW of new large-scale projects 
expected to be installed by 2020([2] #_ftn2) . 
 
 
 
   The Australian market presents a high irradiation profile with average 
levels of c.2,000 KWh/m2, approximately twice the average UK solar 
project, and a lower production seasonality with peak production months 
taking place between October and March. From a technical perspective the 
Australian projects predominately adopt a single axis tracking 
technology which provides an uplift in energy production versus fixed 
ground mounted solar solutions. 
 
   Regulatory support for solar projects in Australia is obtained under the 
Large Scale Renewable Energy Target ("LRET"), a scheme that has been in 
operation since 2001 with the aim to source 33,000 GWh of the nation's 
electricity generation from renewable sources by 2020, electricity 
generation that is expected to represent the equivalent of 20% of 
Australia's total generated electricity. Under current legislation the 
scheme will expire in 2030 independently of the date projects connect to 
the grid. 
 
   Under the LRET a renewable generator is entitled to a Large-Scale 
Generation Certificate ("LGC") for every 1 MWh of power generated. The 
price of each LGC will be defined based on supply and demand principles, 
however prices can be fixed through long term contracts. Prices for LGCs 
are expected to decrease over time as additional renewable projects are 
connected to the grid therefore increasing supply of certificates. 
 
   The LGC related revenue expected to be generated by the Australian 
Assets will represent 23% of the total Australian dollars ("AUD") 
revenue generated until 2030. The remaining 77% of the total revenue 
will be obtained from the sale of the electricity generated. 
 
   The sale of electricity generated can be performed on a wholesale spot 
electricity price basis or under long term, fixed-price power purchase 
agreements ("PPAs") for up to 20 years. As the Company has already 
announced, the Solar Farms at Longreach and Oakey 1 have entered into 
20-year fixed-price offtake agreements with the Queensland Government, 
while the Bannerton Solar Farm benefits from a 17 year fixed-price PPA 
with Alinta Energy, an Australian retailer. 
 
   The electricity sales under fixed price contracts during the initial 
20-year period of operations will represent c.50% of the total expected 
electricity sales. This calculation excludes the Solar Farm at Oakey 2 
as the PPA is still under negotiation. 
 
   Australia's National Electricity Market is the wholesale electricity 
market that covers the electrically connected states and territories of 
eastern and southern Australia, being Queensland, New South Wales, 
Victoria, South Australia and Tasmania. Western Australia and the 
Northern Territory are disconnected and have their own networks. 
 
   Wholesale power prices vary between states and power prices can be 
volatile in certain parts of Australia. Australian summer months of 
October to March are when power prices are typically higher, in part due 
to the high levels of air conditioning in use. Power prices have 
recently increased as coal fired power stations have been taken offline 
such as the closure of Hazelwood Power Station which had a capacity of 
1,600MW, equivalent to 12,000 GWh of generation a year, and provided 11% 
of Victoria's power supply. Queensland for example has been experiencing 
recent volatility in power prices with average prices of A$198, A$240, 
A$89, A$95, A$86 and A$76/MWh in the six months from January 2017 to 
June 2017. 
 
   The Company will update its power price forecasts for each asset in 
Australia on a quarterly basis using forecasts prepared by a market 
leading adviser. 
 
   Once in operation the Australian Assets will be valued based on a 
Discounted Cash Flow ("DCF") methodology applying an equity discount 
rate on a levered basis between 8.5% and 10%, depending on PPA strategy 
and gearing structure. The Company assumes a medium and long term 
inflation rate of 2.5% for the Australian market. 
 
   Gearing 
 
   The Australian Assets will benefit from AUD denominated senior debt 
facilities at project level, a capital structure which provides a 
natural hedge from a foreign exchange perspective. All the senior debt 
facilities are already in place with the exception of the facility in 
relation to the Solar Farm at Oakey 2 (the "Oakey 2 Facility") which is 
currently under negotiation. 
 
   Gearing levels supported by solar projects in Australia depend on the 
PPA strategy, with a maximum gearing of 85% achievable for projects with 
PPAs with a 20 year tenor. The average gearing for the Australian 
portfolio, once the projects are connected to the grid, is expected to 

be approximately 59%. 
 
   The applicable interest rates for senior debt facilities also vary 
significantly depending on the PPA structure and the level of contracted 
revenues. The expected all-in cost of debt will range from 4.5% to 6%, 
with the average all-in cost of debt for the Australian Assets of 4.7%, 
including the expected cost for the Oakey 2 Facility. The legal tenor of 
the senior debt facilities will range from 5 to 9 years across the 
Australian Assets. 
 
   At the date of this announcement, all the AUD denominated senior debt 
facilities remain undrawn. 
 
   As of 30 September 2017, the Company's total outstanding debt, including 
RCFs was GBP199 million, representing 31% of GAV. 
 
   The total gearing as a percentage of GAV is not expected to exceed 40% 
at the point in time when the totality of the AUD denominated senior 
debt facilities are fully utilised, assuming: 
 
 
   -- GBP75 million of gross proceeds are raised in the Placing and used to 
      repay the RCFs outstanding balance; 
 
   -- No further acquisitions funded by the RCFs are announced during that 
      period; and 
 
   -- The Company GAV is adjusted to reflect the DCF value of the Australian 
      portfolio once the operational stage is reached. 
 
 
   Hedging Strategy 
 
   The investment in the Australian Assets will result in the Company 
becoming exposed to foreign exchange movements as the Australian Assets 
will generate distributable cash flows in AUD. 
 
   In order to reduce the risk of currency fluctuations and to minimize the 
volatility of equity returns the Company will implement a hedging 
strategy of entering forward contracts for up to 2 years in length to 
hedge the majority of its distributable foreign currency cash flows at 
project level. The equity invested will not benefit from foreign 
exchange hedging. 
 
   The Company will be reviewing the foreign exchange strategy on a 
semi-annual basis with the objective of limiting the short term 
volatility in Sterling distributable cash flows caused by foreign 
exchange fluctuations and of optimising the hedging instruments 
associated costs. 
 
   The Placing 
 
   The Placing will be non pre-emptive and shall commence immediately 
following this announcement. 
 
   Stifel Nicolaus Europe Limited ("Stifel") is the Company's Sponsor and 
will be the sole bookrunner for the remainder of the 2017 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") and Rand Merchant Bank, a division of FirstRand Bank Limited 
("RMB") will no longer be involved. The Company will also no longer be 
pursuing a secondary listing in South Africa on the main board of the 
securities exchange operated by the JSE Limited. 
 
   Qualified investors should communicate their firm interest to their 
usual sales contact at Stifel, providing a clear indication of the 
number of new Ordinary Shares for which such qualified investors wish to 
subscribe under the Placing. 
 
   The decision to allot any new ordinary shares in the capital of the 
Company to any qualified investors shall be at the discretion of the 
Company and Stifel. Stifel reserves the right, after consultation with 
the Company and the Investment Adviser, to scale back applications under 
the Placing at their absolute discretion in such amounts as they 
consider appropriate. The Placing is subject to the updated terms and 
conditions of the 2017 Placing Programme as set out in the bottom of 
this announcement. 
 
   Applications will be made to the UK Listing Authority for all of the new 
ordinary shares issued pursuant to the Placing to be admitted to the 
premium segment of the Official List and for all such new ordinary 
shares to be admitted to trading on the London Stock Exchange's main 
market for listed securities. It is expected that such admission will 
become effective and dealings in such new ordinary shares will commence 
on 10 November 2017. 
 
   The expected timetable for the Placing is set out below and is subject 
to change at the discretion of the Company in consultation with Stifel. 
 
   Timetable 
 
 
 
   The expected timetable for the Placing is as follows: 
 
 
 
 
 
 
                              EXPECTED TIMETABLE 
Event                                                                     Date 
Placing opens                                                  25 October 2017 
Latest time and date for receipt of placing             12 pm, 7 November 2017 
commitments 
Results of Placing announced and trade date                    8 November 2017 
Admission and settlement                                      10 November 2017 
 
 
 
 
 
 
   For further information, please contact: 
 
   Foresight Group 
 
   Romy Abrahams                               [e-mail] 
[phone] 
 
 
 
   Stifel Nicolaus Europe Limited (Sole Sponsor & Bookrunner) 
[phone] 
 
   Mark Bloomfield 
 
   Neil Winward 
 
   Tunga Chigovanyika 
 
 
 
 
 
 
 
 
 
   APPIX 
 
   TERMS AND CONDITIONS OF THE PLACING 
 
   IMPORTANT INFORMATION FOR PLACEES ONLY 
 
   REGARDING THE PLACING 
 
 
 
   APPIX 
 
   TERMS AND CONDITIONS OF THE PLACING 
 
   IMPORTANT INFORMATION FOR PLACEES ONLY 
 
   REGARDING THE PLACING 
 
 
 
   MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. 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 Placing, 
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: 
 
 
   1. 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 
 
   2. 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 Placing 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 has been given to each such proposed offer or 
      resale. 
 
 
   Stifel (the "Bookrunner") does not make any representation to any 
Placees regarding an investment in the New Shares. 
 
 
 
   Details of the Restated Placing Agreement and of the New Shares 
 
 
 
   The Bookrunner has today entered into a restatement agreement relating 
to the placing agreement dated 3 March 2017 with inter alia the Company 
and the Investment Manager (the "Restated Placing Agreement") under 

which, on the terms and subject to the conditions set out therein, the 
Bookrunner has agreed, as agent for and on behalf of the Company, to use 
reasonable endeavours to procure placees (the "Placees") for the New 
Shares to be issued pursuant to the Company's placing programme (the 
"Placing"). 
 
 
 
   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 second quarterly dividend of 1.58 pence, which is 
expected to be paid on 24 November 2017. 
 
 
 
 
 
   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 
10 November 2017 and that dealings in the New Shares will commence at 
that time. 
 
 
 
   Bookbuild 
 
 
 
   The Bookrunner will today commence the bookbuilding process for 
participation in the Placing by Placees (the "Bookbuild"). This Appendix 
gives details of the terms and conditions of, and the mechanics of 
participation in, the Placing. No commissions will be paid to Placees or 
by Placees in respect of any New Shares. 
 
 
 
   The Bookrunner shall be entitled to effect the Placing 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 Placing 
 
 
   1. Stifel is acting as a bookrunner and agent of the Company in connection 
      with the Placing. 
 
   2. Participation in the Placing will only be available to persons who may 
      lawfully be, and are, invited to participate by the Bookrunner. The 
      Bookrunner and its respective affiliates are entitled to enter bids in 
      the Bookbuild as principal. 
 
   3.  A single price of 108.00 pence per New Share shall be payable to the 
      Bookrunner as agent for the Company by all Placees whose bids are 
      successful (the "Placing Price"). The results of the Placing 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 the Bookrunner. 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 
      Bookrunner 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 Bookrunner's 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 
      Bookrunner. Each Placee will also have an immediate, separate, 
      irrevocable and binding obligation, owed to the Bookrunner 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 12 pm (London time) on 7 
      November 2017, but may be closed earlier or later at the discretion of 
      the Bookrunner. The Bookrunner 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 determined by the Bookrunner 
      (in consultation with the Company and the Investment Manager) and will be 
      confirmed orally by the Bookrunner (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 Bookrunner 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 Placing will be subject to fulfilment of the 
      conditions referred to below under "Conditions of the Placing" and to the 
      Placing not being terminated on the basis referred to below under "Right 
      to terminate under the Restated Placing Agreement". By participating in 
      the Bookbuild, each Placee will agree that its rights and obligations in 
      respect of the Placing will terminate only in the circumstances described 
      below and will not be capable of rescission or termination by the 
      Placee. 
 
   8. The Bookrunner 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 Bookrunner 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 Bookrunner) to reduce or seek to increase the 
      amount to be raised pursuant to the Placing, in its absolute discretion. 
 
   9. Irrespective of the time at which a Placee's allocation pursuant to the 
      Placing is confirmed, settlement for all New Shares to be subscribed for 
      pursuant to the Placing 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 Bookrunner 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 the Bookrunner nor any 
      of its 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 the Bookrunner nor any of its 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 Placing as the Bookrunner and the Company may agree. 
 
 
   Conditions of the Placing 
 
 
 
   The Placing is conditional upon the Restated Placing Agreement becoming 
unconditional and not having been terminated in accordance with its 
terms. The obligations of the Bookrunner under the Restated Placing 
Agreement in respect of the New Shares is conditional on, inter alia: 
 
 
   1. agreement being reached between the Company and the Bookrunner on the 
      number of New Shares to be issued pursuant to the Placing; 
 
   2. none of the representations and warranties of the Company and the 
      Investment Manager contained in the Restated Placing Agreement being 
      untrue and inaccurate or misleading (in the good faith opinion of the 
      Bookrunner) on the date of the Restated 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; 
 
   3. each of the Company and the Investment Manager complying with its 
      obligations under the Restated Placing Agreement to the extent the same 
      fall to be performed prior to Admission; 
 
   4. the Company allotting, subject only to Admission, the New Shares to the 
      Placees in accordance with the Restated Placing Agreement; and 
 
   5. Admission taking place by not later than 8.00 a.m. (London time) on 10 
      November 2017. 
 
 
   If (i) any of the conditions contained in the Restated Placing Agreement, 
including those described above, are not fulfilled (or, where permitted, 
waived or extended in writing by the Bookrunner) 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 Bookrunner may 
agree), or (ii) the Restated Placing Agreement is terminated in the 
circumstances specified below, the Placing 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 the Bookrunner nor 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 Placing nor for any decision they may make as to 
the satisfaction of any condition or in respect of the Placing generally, 
and by participating in the Placing each Placee agrees that any such 
decision is within the absolute discretion of the Bookrunner. 
 
 
 
 
 
 
 
   Right to terminate under the Restated Placing Agreement 
 
 
 
   At any time before Admission, the Bookrunner is entitled to terminate 
the Restated Placing Agreement by giving notice in writing to the 
Company and the Investment Manager if, amongst other things, in its 
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 
Restated 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 Bookrunner; or (ii) there 
is a material breach by the Company or the Investment Manager of their 
respective obligations under the Restated 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 Restated Placing Agreement; or (iv) the occurrence of a 
force majeure or market disruption event as specified in the Restated 
Placing Agreement which is of such severity or magnitude as to make it 
impracticable or inadvisable to proceed with the Placing or which the 
Bookrunner considers to be material. 
 
 
 
   Upon such notice being given, the parties to the Restated 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 Restated Placing Agreement, subject 
to certain exceptions. 
 
 
 
   By participating in the Placing, Placees agree that the exercise by the 
Bookrunner of any right of termination or other discretion under the 
Restated Placing Agreement shall be within its absolute discretion and 
that it does not need to make any reference to Placees and that the 
Bookrunner shall not have any liability to Placees whatsoever in 
connection with any such exercise or failure so to exercise. 
 
 
 
   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 Bookrunner 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 Placing, each Placee 
allocated New Shares in the Placing 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 Bookrunner. 
 
 
 
   The Company will deliver the New Shares to a CREST account operated by 
Stifel as the Company's agent and on 10 November 2017 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 10 November 2017 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 
Bookrunner. 
 
 
 
   Each Placee is deemed to agree that, if it does not comply with these 
obligations, the Bookrunner (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 Placing. 
 
 
 
   Representations and warranties and further terms 
 
 
 
   By participating in the Placing, 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 the Bookrunner 
(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: 
 
 
   1. 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; 
 
   2. the Placing does not constitute a recommendation or financial product 
      advice and the Bookrunner has not had regard to its particular objectives, 
      financial situation and needs; 
 
   3. 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; 
 
   4. that none of the Company, the Investment Manager the Bookrunner 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 the Bookrunner, 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; 
 
   5. unless otherwise specifically agreed with the Bookrunner, 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 the Republic of 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 the Republic of 
      South Africa and, subject to certain exceptions, may not be offered, sold, 
      transferred, delivered or distributed, directly or indirectly, in or into 
      those jurisdictions; 
 
   6. that it (i) 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); 
 
   7. it is not within Australia, Canada, Japan, the Republic of 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; 
 
   8. that the content of this announcement is exclusively the responsibility 
      of the Company and that neither the Bookrunner nor any of its respective 
      affiliates, agents, directors, officers or employees nor 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, 

      the prospectus published by the Company on 3 March 2017 in relation to 
      inter alia the placing programme pursuant to which the Placing is being 
      undertaken (the "Prospectus") and any other 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 Placing 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/or the Prospectus and any other 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 
      any of the Bookrunner, the Investment Manager or the Company and  none of 
      the Bookrunner, the Investment Manager or the Company will be liable for 
      any Placee's decision to accept an invitation to participate in the 
      Placing 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 Placing. None of the 
      Company, the Investment Manager, the Bookrunner or any of their 
      respective affiliates has made any representations to it, express or 
      implied, with respect to the Company, the Investment Manager, the Placing 
      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; 
 
   9.  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, Terrorist Financing and Transfer of Funds (Information on the 
      Payer) Regulations 2017 (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; 
 
  10. that it is acting as principal only in respect of the Placing 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 Bookrunner for the performance of 
      all its obligations as a Placee in respect of the Placing (regardless of 
      the fact that it is acting for another person); 
 
  11. 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 
      Placing 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 Bookrunner has been 
      given to the proposed offer or resale; 
 
  12. 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; 
 
  13. 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; 
 
  14. 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; 
 
  15. if in a member state of the EEA, unless otherwise specifically agreed 
      with the Bookrunner in writing, that it is a Qualified Investor; 
 
  16. 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; 
 
  17. that no action has been or will be taken by either the Company, the 
      Investment Manager or the Bookrunner or any person acting on behalf of 
      the Company, the Investment Manager or the Bookrunner 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; 
 
  18. 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 Bookrunner, 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 Placing; 
 
  19. that it has all necessary capacity and has obtained all necessary 
      consents and authorities to enable it to commit to its participation in 
      the Placing 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; 
 
  20.  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 Bookrunner may in its 
      absolute discretion determine and without liability to such Placee; 
 
  21. 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 Bookrunner or the Company may call upon it to 
      subscribe for a lower number of New Shares (if any); 
 
  22. 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 the Bookrunner 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 the 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; 
 
  23. that neither the Bookrunner, nor any of its 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 Placing and that participation in the 
      Placing is on the basis that it is not and will not be a client of the 
      Bookrunner and that the Bookrunner has no duties or responsibilities to 
      it for providing the protections afforded to the Bookrunner's clients or 
      customers or for providing advice in relation to the Placing nor in 
      respect of any representations, warranties, undertakings or indemnities 
      contained in the Restated 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; 
 
  24. it irrevocably appoints any Director and any director of Stifel to be its 
      agent and on its behalf (without any obligation or duty to do so), to 
      sign, execute and deliver any documents and do all acts, matters and 
      things as may be necessary for, or incidental to, its subscription for 

      all or any of the Ordinary Shares for which it has given a commitment 
      under the Placing, in the event of its own failure to do so; 
 
  25. it accepts that if the Placing does not proceed or the conditions to the 
      Restated Placing Agreement are not satisfied or the Ordinary Shares for 
      which valid application are received and accepted are not admitted to 
      listing and trading on the Official List and the Main Market 
      (respectively) for any reason whatsoever then none of the Company, the 
      Investment Manager, Stifel or any of their affiliates, nor persons 
      controlling, controlled by or under common control with any of them nor 
      any of their respective employees, agents, officers, members, 
      stockholders, partners or representatives, shall have any liability 
      whatsoever to it or any other person; 
 
  26. 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 Placing. 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 Placing, including the merits and risks involved, and not upon any 
      view expressed or information provided by or on behalf of the Bookrunner; 
 
  27. that in connection with the Placing, the 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 Placing. The Bookrunner does not intend to disclose the extent 
      of any such investment or transactions otherwise than in accordance with 
      any legal or regulatory obligation to do so; 
 
  28. 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; 
 
  29.  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; 
 
  30. 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 the Bookrunner 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; 
 
  31. that the Company, the Investment Manager, the Bookrunner 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 the Bookrunner on its own behalf and on behalf of the 
      Company and are irrevocable and it irrevocably authorises the Company and 
      the Bookrunner 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; 
 
  32. that it will indemnify on an after-tax basis and hold the Company, the 
      Investment Manager, the Bookrunner 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 
      Placing; 
 
  33. any of its clients, whether or not identified to Stifel or any of their 
      affiliates or agents, will remain its sole responsibility and will not 
      become clients of Stifel or any of its affiliates or agents for the 
      purposes of the rules of the Financial Conduct Authority or for the 
      purposes of any other statutory or regulatory provision; 
 
  34. that it has neither received nor relied on any inside information 
      concerning the Company in accepting the invitation to participate in the 
      Placing; and 
 
  35. 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 
Bookrunner and are irrevocable. Each Placee, and any person acting on 
behalf of the Placee, acknowledges that none of the Company, the 
Investment Manager or the Bookrunner owes any fiduciary or other duties 
to any Placee in respect of any representations, warranties, 
undertakings or indemnities in the Restated Placing Agreement. 
 
 
 
   By participating in the Placing, 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 the 
Bookrunner will be responsible and the Placees shall indemnify the 
Company, the Investment Manager and the Bookrunner 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 Bookrunner accordingly. 
 
 
 
   None of the Company, the Investment Manager or the Bookrunner 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 Bookrunner accordingly. Furthermore, each Placee agrees 
to indemnify on an after-tax basis and hold the 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 Bookrunner or any of its 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 Bookrunner, any money held in an account with the 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 
the Bookrunner's money in accordance with the client money rules and 

will be used by the Bookrunner in the course of its own business; and 
the Placee will rank only as a general creditor of the Bookrunner. 
 
 
 
   All times and dates in this announcement may be subject to amendment by 
the  Bookrunner (in its absolute discretion). The Bookrunner shall 
notify the Placees and any person acting on behalf of the Placees of any 
changes. 
 
 
 
 
 
   ([1] #_ftnref1) Assuming a GBB/AUD rate of 1.69 as of 23 October 2017. 
 
   ([2] #_ftnref2) Source: Bloomberg New Energy Finance 
 
   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 25, 2017 07:34 ET (11:34 GMT)

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