Wrap Text
Initial placing and offer price
Foresight Solar Fund Limited
Incorporated in Jersey, Channel Islands under the Companies (Jersey) Law
Registered Number: 113721
LSE ticker code: FSFL
JSE share code: FGS
ISIN: JEOOBD3QJR55
(“the Company”)
INITIAL PLACING AND OFFER PRICE
THIS ANNOUNCEMENT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO U.S. PERSONS, OR IN OR
INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR INTO ANY OTHER JURISDICTION
WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
This announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for, or to
buy shares in any jurisdiction.
This announcement is an advertisement and not a prospectus. Any investment in any shares referred to in
this announcement may be made only on the basis of information in the prospectus published by Foresight
Solar Fund Limited on 3 March 2017, in connection with an initial placing, offer for subscription, private
placement and a placing programme of ordinary shares of no par value each, to be admitted to the premium
listing segment of the Official List of the Financial Conduct Authority and to trading on the Main Market for
listed securities of the London Stock Exchange plc.
On 3 March 2017, the Board of Foresight Solar Fund Limited (the "Company") announced its intention to
raise in excess of GBP50 million by way of an Initial Placing and Offer for Subscription (the "Initial
Placing and Offer") and a secondary listing ("Secondary Listing") on the main board of the securities
exchange operated by the JSE Limited ("JSE") and Private Placement in South Africa (the "Private
Placement") of new Ordinary Shares ("New Shares") (together the "Initial Issues"). The Company also
announced its unaudited NAV as at 23 February 2017 of GBP360 million, resulting in a NAV per share of
105.6 pence (31 December 2016: 102.9 pence).
The Board announces that the Initial Placing and Offer price is being set at 107.75 pence per New Share.
The New Shares will be entitled to receive the interim dividend of 1.55p per Ordinary Share in respect of
the period from 1 October 2016 to 31 December 2016 which will be paid on 5 May 2017 provided the
holders of the New Shares are on the Register on 7 April 2017.
The timetable for the Initial Issues remains unchanged as per below.
EXPECTED TIMETABLE
Event Date
Initial Placing and Offer
Latest time and date for return of Forms of Proxy for the 4.30 p.m. on 20 March 2017
General Meeting
General Meeting 4.30 p.m. on 22 March 2017
Results of General Meeting 22 March 2017
Latest time and date for receipt of Application Forms under 11 a.m. on 28 March 2017
the Offer
Latest time and date for commitments under the Initial 11 a.m. on 29 March 2017
Placing
Results of Initial Placing and Offer announced 29 March 2017
Admission and dealings in New Shares on the Main Market of 8.00 a.m. on 31 March 2017
the LSE commence
Crediting of CREST accounts in respect of the New Shares 31 March 2017
Share certificates in respect of New Shares despatched (if on or around 10 April 2017
applicable)
Secondary Listing and Private Placement
Latest time and date for commitments under the Private 12 p.m. (SAST) on 29
Placement March 2017
JSE Private Placement closes 12 p.m. (SAST) on 29
March 2017
JSE Private Placement Price announced 29 March 2017
Results of the Private Placement released on SENS in South 29 March 2017
Africa
Notification of allotments 29 March 2017
Anticipated Secondary Listing Date and commencement of 8.00 a.m. (SAST) on 3
trading on the Main Board of the JSE April 2017
Accounts at CSDPs or brokers updated and accounts debited 3 April 2017
in respect of the Private Placement Shares at the
commencement of trade
The dates and times specified above and mentioned throughout this document are subject to
change. All references to times in this document are to London times, unless otherwise stated.
In particular, subject to those matters on which the Issues are conditional, the Board may, with
the prior approval of Stifel Nicolaus Europe Limited, J.P. Morgan Securities plc (which carries
on its UK investment banking activities as J.P. Morgan Cazenove) and Rand Merchant Bank (a
division of FirstRand Bank Limited), bring forward or postpone the closing time and date for
the Issues. In the event that such time and date is changed, the Company will notify investors
who have applied for New Shares of changes to the timetable either by post, by electronic mail
or by the publication of a notice through a Regulatory Information Service.
14 March 2017
For further information, please contact:
Foresight Group
Louise Chesworth lchesworth@foresightgroup.eu +44 (0)20 3667 8100
Stifel Nicolaus Europe Limited (Sponsor and Joint UK Bookrunner) +44 (0)20 7710 7600
Mark Bloomfield
Neil Winward
Tunga Chigovanyika
J.P. Morgan Cazenove (Joint UK Bookrunner) +44 (0)20 7742 4000
William Simmonds
Anne Ross
Oliver Kenyon
Rand Merchant Bank (South African Bookrunner) +27 (0)11 282 8000
Irshaad Paruk
Samuel Barton-Bridges
IMPORTANT NOTICE
This announcement is not for distribution, directly or indirectly, in or into the United States of America
(including its territories and possessions, any state of the United States of America and the District of
Columbia) (the "United States"), Australia, Canada, Japan or into any other jurisdiction where to do so
might constitute a violation or breach of any applicable law. The distribution of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to
purchase, any securities in the United States, Australia, Canada, Japan or in any jurisdiction in which such
offer or solicitation is unlawful (the "Excluded Territories"). The securities of the Company have not been
and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the
US Investment Company Act of 1940, as amended and may not be offered or sold directly or indirectly in
or into the United States or to or for the account or benefit of any US Person (within the meaning of
Regulation S under the Securities Act). The securities referred to herein have not been registered under
the applicable securities laws of any state, province or territory of the Excluded Territories and, subject to
certain exceptions, may not be offered or sold into or within any of the Excluded Territories or to any
national, resident or citizen of any of the Excluded Territories.
This announcement has been issued by and is the sole responsibility of the Company. No representation
or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability
is or will be accepted by, Stifel Nicolaus Europe Limited ("Stifel"), J.P. Morgan Securities plc, which carries
on its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") or Rand
Merchant Bank, a division of FirstRand Bank Limited ("RMB") or by any of their respective affiliates or
agents as to or in relation to the accuracy or completeness of this announcement or any other written or
oral information made available to or publicly available to any interested party or their advisers and any
liability therefore is expressly disclaimed.
Stifel is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA").
Stifel is acting as sponsor and joint UK bookrunner to the Company and is acting for no-one else in
connection with the Issues, this announcement or any other matters referred to in this announcement,
and will not regard any other person as its client in relation to the Issues or any other matters referred to
in this announcement. Stifel will not be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the Issues or any other matter
referred to in this announcement.
J.P. Morgan Cazenove is authorised by the Prudential Regulatory Authority (the "PRA") and is regulated
in the United Kingdom by the FCA and PRA. J.P. Morgan Cazenove is acting as joint UK bookrunner to the
Company and is acting for no-one else in connection with the Issues, this announcement or any other
matters referred to in this announcement, and will not regard any other person as its client in relation to
the Issues or any other matters referred to in this announcement. J.P. Morgan Cazenove will not be
responsible to anyone other than the Company for providing the protections afforded to its clients or for
providing advice in relation to the Issues or any other matter referred to in this announcement.
RMB is authorised and regulated by the Financial Services Board of South Africa. RMB is acting as JSE
sponsor and South African bookrunner to the Company and is acting for no-one else in connection with
the Issues, this announcement or any other matters referred to in this announcement, and will not regard
any other person as its client in relation to the Issues or any other matters referred to in this
announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on it by the
Financial Services Board of South Africa or the regulatory regime established thereunder, RMB will not be
responsible to anyone other than the Company for providing the protections afforded to its clients or for
providing advice in relation to the Issues or any other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Stifel and J.P. Morgan
Cazenove under the Financial Services and Markets Act 2000 (as amended) or the regulatory regime
established thereunder or under the regulatory regime of any jurisdiction where the exclusion of liability
under the relevant regulatory regime would be illegal, void or unenforceable, neither Stifel nor J.P.
Morgan Cazenove nor any of their respective affiliates accept any responsibility or liability whatsoever
for, nor make any representation or warranty, express or implied, concerning the contents of this
announcement, including its accuracy, completeness or verification, or for any other statement made or
purported to be made by the Company, or on the Company’s behalf, or by Stifel or J.P. Morgan Cazenove,
or on behalf of Stifel or J.P. Morgan Cazenove in connection with the Company, the Issues or the New
Shares and nothing in this announcement is, or shall be relied upon as, a promise or representation in this
respect, whether as to the past or future. To the fullest extent permitted by law, each of the Stifel and J.P.
Morgan Cazenove and their respective affiliates disclaim all and any duty, liability or responsibility
whatsoever, whether direct or indirect and whether in contract, in tort, under statute or otherwise (save
as referred to above), which it might otherwise have in respect of this announcement or any such
statement.
Date: 14/03/2017 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
