FORESIGHT SOLAR & INFRASTRUCTURE VCT PLC ORD 1P Foresight Solar & Infrastructure Vct Plc : Publication Of Circular

 
TIDMFTSV 
 
 
   Foresight Solar & Infrastructure VCT plc (the "Company") 
 
   Publication of Circular 
 
   On 29 March 2018, the Company released its half-yearly report for the 
six months ended 31 December 2017, in which the Chairman noted that 
clearance had been sought from HM Revenue & Customs ("HMRC") to a merger 
of the Company's Ordinary Shares, C Shares and D Shares into a single 
share class. 
 
   Clearance was accordingly received from HMRC on 4 May 2018 and the 
Company has today issued a circular (the "Circular") to shareholders of 
all three share classes seeking their approval to the proposals to merge 
the classes into a single enlarged class of Ordinary Shares which will 
involve the conversion of the C Shares and D Shares into Ordinary 
Shares. Contained in the Circular is a notice of a general meeting of 
the Company to be held at 2.00 p.m. on 29 June 2018 and separate notices 
of class meetings of each of the Ordinary Shares, C Shares and D Shares 
to be held shortly thereafter (the "Meetings"). 
 
   The full proposed timetable for the class merger is set out below. 
 
 
 
 
Latest time and date for receipt of forms of proxy       2.00 p.m., 2.05 p.m. 2.10 p.m. and 2.15 p.m. respectively 
 for the General Meeting, Ordinary Share Class Meeting,   on 27 June 2018 
 C Share Class Meeting and D Share Class Meeting 
Latest date for dealings in C Shares and D Shares        27 June 2018 
Record Date for the entitlement of holders of C Shares   6.00 p.m. on 29 June 2018 
 and D Shares to their new holdings of Ordinary Shares 
Calculation Date                                         29 June 2018 
General Meeting of the Company                           2.00 p.m. on 29 June 2018 
Class Meetings of the holders of Ordinary Shares,        2.05 p.m., 2.10 p.m. and 2.15 p.m. respectively on 
 C Shares and D Shares                                    29 June 2018 
Announcement of the results of the General Meeting       29 June 2018 
 and Class Meetings 
CREST accounts credited for revised holdings of new      by 3 July 2018 
 Ordinary Shares 
Dispatch of share certificates for holdings of new       by 9 July 2018 
 Ordinary Shares 
 
 
   The conversion ratio to determine the number of Ordinary Shares that 
each holder of C Shares and D Shares will receive will be based on the 
most recently published NAV of each class at the Calculation Date, 
expected to be the NAVs as at 31 March 2018, as adjusted for dividends 
declared but not paid (if necessary) and other factors as determined by 
the Board. 
 
   Share certificates for those Ordinary Shares arising on conversion of 
the C Shares and D shares will be dispatched by 9 July 2018 if the 
proposals are approved. 
 
   It is proposed that upon the merger of the share classes taking effect 
the existing arrangements between the Company and Foresight Group CI 
Limited (the "Manager") for the C Shares fund and the D Shares fund will 
be cancelled and that a new management agreement and performance 
incentive agreement (the "New Management Agreements") will be entered 
into between the Company and the Manager in relation to the Ordinary 
Shares fund, as enlarged, whereby the Manager's appointment to act as 
the investment manager in relation to the Ordinary Shares fund is 
renewed on the terms set out in the table below: 
 
 
 
 
 
  Annual management fee                               1.5% of net assets plus VAT per annum 
Secretarial and accounting fee                      0.3% of net funds raised (subject to a minimum of 
                                                     GBP60,000) per annum 
Performance incentive fee amount                    20% of Distributions > 100p < 130p per share 
                                                     30% of Distributions >130p per share 
Performance incentive fee basic hurdle              Distributions > 100 p per share 
Performance incentive fee additional hurdle from 1  The 130p per share higher threshold increases at a 
 June 2017                                           rate of 5% simple per annum from 1 June 2017: 136.5p 
                                                     for the year ending 30 June 2018, 143p for the year 
                                                     ending 30 June 2019 and so on 
 
  Term of Agreement                                   Fixed term to expire 1 February 2021 and thereafter 
                                                      rolling on 12 months' notice 
 
 
   The Manager is regarded as a related party of the Company under the 
Listing Rules. Therefore, entry into of the New Management Agreements 
constitutes a related party transaction for the purpose of the Listing 
Rules and requires Shareholders' approval which will be sought at the 
Meetings. 
 
   The Circular has been submitted to the Financial Conduct Authority and 
shall shortly be available for download from the Foresight website 
(www.foresightgroup.eu) and the National Storage Mechanism 
(www.morningstar.co.uk/uk/NSM). 
 
   For further information please contact: 
 
   Gary Fraser, Foresight Group:                            020 3667 8100 
 
   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

June 05, 2018 13:11 ET (17:11 GMT)

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