FORESIGHT SOLAR FUND LIMITED - Initial placing and offer price

Release Date: 14/03/2017 09:00
Code(s): FGS
 
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. 

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