TIDMFSFL
RNS Number : 6708R
Foresight Solar Fund Limited
18 June 2018
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. Attention is drawn to the terms and conditions at the
bottom of this announcement.
18 June 2018
Foresight Solar Fund Limited (the "Company")
Proposed Placing of Ordinary Shares and NAV Update
The Board of Foresight Solar Fund Limited announces its
intention to raise a target amount of GBP40 million by way of a
placing of new ordinary shares of no par value in the Company ("New
Shares") (the "Placing").
The net proceeds from the Placing will be deployed into the
Company's pipeline, or used to repay outstanding debt in order to
facilitate such future deployment. In particular, the Company
intends that the proceeds will ultimately be used to fund the
purchase of a portfolio of 18 operational solar assets in the UK
with a total installed capacity of 134.2 MW (the "Target
Portfolio") for a consideration of approximately GBP55.0 million
(the "Acquisition"). The Target Portfolio is currently under
exclusivity with the Acquisition expected to complete in July 2018.
This Acquisition is part of the pipeline of value-accretive
investment opportunities announced in the Company's 2017 Audited
Annual Report and Financial Statements.
Once completed, the Target Portfolio will bring the Company's
total installed capacity to 808 MW across 46 solar assets. Through
the Acquisition, the Company will become the largest UK-listed
dedicated solar energy investment company by installed
capacity.
The Company also announces its unaudited NAV as at 18 May 2018
of GBP472.1 million (31 March 2018: GBP477.0 million), resulting in
a NAV of 104.9 pence per existing Ordinary Share (31 March 2018:
106.0 pence).
The issue price of the New Shares will be 107.0 pence per New
Share (the "Placing Price"). The Placing Price represents a premium
to the 18 May 2018 NAV of approximately 2.0 per cent. and a
discount of approximately 3.6 per cent. to the last closing share
price prior to this Announcement. The Placing Price is greater than
the total of the latest unaudited NAV plus the estimated costs of
the Placing and therefore expected to be accretive to the NAV
attributable to existing shareholders.
Stifel Nicolaus Europe Limited ("Stifel") is acting as financial
adviser and sole bookrunner to the Company. The Placing will be non
pre-emptive and shall commence immediately following this
announcement.
The Target Portfolio
The Company has secured exclusivity over a portfolio of 18
operational solar assets in the UK with a total installed capacity
of 134.2 MW. The assets have been in operation for a minimum period
of two years and have received Renewable Obligation Certificate
("ROC") accreditation ranging from 1.6 to 1.3 ROCs/MWh. The average
ROC accreditation banding of the Target Portfolio is 1.41
ROCs/MWh.
The equity interest in the Target Portfolio is being acquired
for a consideration of approximately GBP55.0 million, including the
economic benefit of all cashflows from 1 April 2018. The Target
Portfolio will be acquired from funds managed by Foresight Group
LLP.
The Target Portfolio currently has debt facilities in place
totaling GBP125.2 million provided by the Royal Bank of Scotland.
The debt facilities have been arranged on an asset by asset basis
and do not benefit from cross-collateralisation. The debt
facilities expire on 30 September 2019 and it is the Company's
intention to refinance the Target Portfolio within the next 12
months.
Assuming completion of the Acquisition, the Company's solar
portfolio will represent a total of 808 MW of peak capacity across
46 projects of which 131 MW are under construction.
The Placing is not conditional on acquiring the Target Portfolio
and the Company reserves the right not to proceed with the
Acquisition. Accordingly, there is no minimum size required for the
Placing to proceed. The maximum size of the Placing is the issue of
up to 44,995,209 New Shares.
Net Asset Value Update
The Company also announces its unaudited NAV as at 18 May 2018
of GBP472.1 million (31 March 2018: GBP477.0 million), resulting in
a NAV of 104.9 pence per existing Ordinary Share (31 March 2018:
106.0 pence).
The NAV has been reduced since 31 March 2018 by the payment of
the final 2017 dividend of 1.58 pence per Ordinary Share, but
includes accrued income for the period from 31 March 2018 until 18
May 2018. The Company's equity discount rate used to value its UK
assets remains unchanged at 7.0% unlevered and 7.75% for levered
assets and the methodology for calculating the NAV remains
consistent with that used to calculate the 31 March 2018 NAV. The
medium to long-term UK power price forecast remained unchanged
against the 31 March 2018 NAV. The Gross Asset Value including
Company and subsidiaries as at 18 May 2018 was GBP747.1 million (31
March 2018: GBP666.1 million).
The Company's total outstanding debt as of 18 May 2018 was
GBP303.5 million, including long-term debt of GBP208.5 million and
Revolving Credit Facilities of GBP95.0 million.
Dividends
For the avoidance of doubt, Qualified Investors who participate
in the Placing will be entitled to the dividend of 1.64 pence per
Share in respect of the quarter to 31 March 2018 which was declared
on 30 April 2018, to be paid on 24 August 2018, with an ex-dividend
date of 9 August 2018 and a record date of 10 August 2018.
The Company remains on target to deliver an annual dividend of
6.58 pence per Share for the year ending 31 December 2018.
Further Details of the Placing
The issue of the New Shares will be undertaken under the
Company's existing general authority to dis-apply pre-emption
rights as approved by shareholders at the Company's Annual General
Meeting on 11 June 2018 for up to a maximum 44,995,209 New Shares,
representing an aggregate amount of less than 10 per cent. of the
Ordinary Shares then in issue. A prospectus is not a UK Listing
Authority requirement in respect of the Placing. This announcement,
together with the Prospectus forms the offer document in relation
to the new Ordinary Shares in accordance with the Collective
Investment Funds (Certified Funds - Prospectuses) (Jersey) Order
2012.
Application will be made for the admission of the New Shares to
the premium segment of the Official List of the UK Listing
Authority and to trading on the London Stock Exchange's main market
for listed securities. Participation in the Placing will only be
available to persons in member states of the EEA who are qualified
investors as defined in article 2.1(e) of the Prospectus Directive
("Qualified Investors").
Qualified Investors who wish to participate in the Placing
should communicate their firm interest to their usual sales contact
at Stifel. The decision to allot any New Shares to any Qualified
Investors shall be at the discretion of the Company and Stifel. The
Company reserves the right, after consultation with Stifel and the
Investment Adviser, to scale back applications under the Placing at
their absolute discretion in such amounts as they consider
appropriate.
By choosing to participate in the Placing and by making an oral
and legally binding offer to subscribe for New Shares, investors
will be deemed to have read and understood this Announcement and
any subsequent announcement related to the Placing (including the
Terms and Conditions of the Placing in the Appendix), in its
entirety and to be making such offer on the terms and subject to
the conditions in this Announcement, and to be providing the
representations, warranties and acknowledgements contained
therein.
Expected Timetable
The timetable is subject to change at the discretion of the
Company and Stifel.
Placing opens 18 June 2018
Latest time and date for receipt of 1:00pm on 3 July 2018
Placing commitments
----------------------
Results of Placing announced and Trade 4 July 2018
Date
----------------------
Settlement and Admission of New Shares 6 July 2018
----------------------
The dates and times specified above are subject to change. In
particular, the Directors may (with the prior approval of Stifel)
bring forward or postpone the closing time and date for the
Placing. In the event that a date or time is changed, the Company
will notify persons who have applied for New Shares of changes to
the timetable either by electronic mail or by the publication of a
notice through a Regulatory Information Service. References to
times are to London times unless otherwise stated.
Other Information
Prior publications and announcements released by the Company are
available on the Company's website:
http://fsfl.foresightgroup.eu/
LEI: 213800VO4O83JVSSOX33
For further information, please contact:
Foresight Group
Joanna Andrews +44 (0)20 3763 6951
(InstitutionalIR@ForesightGroup.eu)
Stifel Nicolaus Europe Limited +44 (0)20 7710 7600
Mark Bloomfield
Neil Winward
Gaudi Le Roux
Citigate Dewe Rogerson +44 (0)20 7638 9571
Louise Mason-Rutherford
Nick Hayns
Eleni Menikou
Elizabeth Kittle
Disclaimer
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THE 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 THE TERMS AND CONDITIONS SET OUT IN THE APPIX
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. THE 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:
(a) 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
(b) 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 does not make any representation to any Placees regarding
an investment in the New Shares.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Shares
have been subject to a product approval process, which has
determined that such Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Shares may decline
and investors could lose all or part of their investment; the
Shares offer no guaranteed income and no capital protection; and an
investment in the Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Stifel will only procure investors who meet the
criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Shares and determining appropriate distribution
channels.
Definitions
Admission admission of the New Shares to the premium
segment of the Official List of the
UK Listing Authority and to trading
on the London Stock Exchange's main
market for listed securities.
Board the board of Directors
Companies Law the Companies (Jersey) Law 1991 (as
amended)
Company Foresight Solar Fund Limited
Directors the directors from time to time of the
Company and Director is to be construed
accordingly
FS Debtco FS Debtco Limited (a wholly owned subsidiary
of Holding Subsidiary 2)
Annual General Meeting the general meeting of the Company held
at 28 Esplanade, St. Helier, Jersey
JE4 2QP at on 11 June 2018
Gross Asset Value the aggregate of: (i) the fair value
of the Group's underlying investments
(whether or not subsidiaries); (ii)
the Group's consolidated cash balances
and cash equivalents; and (iii) the
Group's consolidated share of other
relevant assets or liabilities
Group the Company, the Subsidiary, the Holding
Subsidiary 1, Holding Subsidiary 2,
FS Debtco and their direct and indirect
subsidiaries from time to time or any
one or more of them, as the context
may require
Holding Subsidiary FS Holdco Limited (a wholly owned subsidiary
1 of the Subsidiary)
Holding Subsidiary FS Holdco 2 Limited (a wholly owned
2 subsidiary of the Subsidiary)
Investment Manager Foresight Group CI Limited
Net Asset Value the Gross Asset Value less Group's consolidated
or NAV third party borrowings
Portfolio the Company's existing portfolio of
28 UK and Australian ground based solar
power plants as at the date of this
document
Prospectus the prospectus published by the Company
on 3 March 2017, as supplemented on
28 February 2018, in relation to an
initial placing, offer for subscription
and private placement and subsequent
12 month placing programme
RCF 1 Agreement the revolving loan facility agreement
between among others, Holding Subsidiary
1 and Santander dated 31 March 2016
pursuant to which revolving loan facilities
of GBP40 million are made available
to Holding Subsidiary 1
RCF 2 Agreement the revolving loan facility agreement
between, among others, FS Debtco and
Santander dated 20 February 2017 pursuant
to which revolving loan facilities of
GBP55 million are made available to
FS Debtco
Revolving Credit the revolving loan facilities provided
Facilities pursuant to the RCF 1 Agreement and
RCF 2 Agreement
Santander Abbey National Treasury Services
Shareholder a registered holder of a Share
Shares or Ordinary ordinary shares of no par value in the
Shares capital of the Company
Subsidiary Foresight Solar (UK Holdco) Limited
(a wholly owned subsidiary of the Company)
subsidiaries the Subsidiary, Holding Subsidiary 1,
Holding Subsidiary 2, FS Debtco and
all direct and indirect subsidiaries
of the Company from time to time
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. 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 SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, INTO OR IN THE UNITED STATES. THE COMPANY HAS NOT BEEN,
AND WILL NOT BE, REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF
1940, AS AMED, AND INVESTORS IN THE PLACING WILL NOT HAVE THE
BENEFITS OF THAT ACT. 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:
(a) 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
(b) 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 "Sole Bookrunner") does not make any representation
to any Placees regarding an investment in the New Shares.
Details of the Placing Agreement and of the New Shares
The Sole Bookrunner, the Company and the Investment Manager have
today entered into a placing agreement (the "Placing Agreement")
under which, on the terms and subject to the conditions set out
therein, the Sole Bookrunner have agreed, as agent for and on
behalf of the Company, to use reasonable endeavours to procure
placees (the "Placees") for up to 44,995,209 New Shares at a price
to be determined following completion of a bookbuild process (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
dividend of 1.64 pence in respect of the quarter to 31 March 2018
which was declared on 30 April 2018.
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 6 July 2018 and that dealings
in the New Shares will commence at that time.
Bookbuild
The Sole 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 Sole Bookrunner shall be entitled to effect the Placing by
such alternative method to the Bookbuild as it may, in its 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
Sole Bookrunner. The Sole Bookrunner and its affiliates are
entitled to enter bids in the Bookbuild as principal.
3. A single price of 107.0 pence per New Share shall be payable
to the Sole 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 Sole 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 Sole 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 Sole
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 Sole Bookrunner. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the Sole Bookrunner as agent 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 1:00pm
(London time) on 3 July 2018, but may be closed earlier or later at
the discretion of the Sole Bookrunner. The Sole 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 Sole Bookrunner (in consultation with the Company and the
Investment Manager) and will be confirmed orally by the Sole
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 Sole 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
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 Sole 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 it may determine. The Sole 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 Sole 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 Sole 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 Sole
Bookrunner nor any of its 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 Sole Bookrunner nor any of
its 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 Sole
Bookrunner and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Sole Bookrunner under the Placing
Agreement in respect of the New Shares is conditional on, inter
alia:
(a) agreement being reached between the Company and the Sole
Bookrunner on the number of New Shares to be issued pursuant to the
Placing;
(b) none of the representations and warranties of the Company
and the Investment Manager contained in the Placing Agreement being
untrue and inaccurate or misleading (in the good faith opinion of
the Sole Bookrunner) on the date of the 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;
(c) each of the Company and the Investment Manager complying
with its obligations under the Placing Agreement to the extent the
same fall to be performed prior to Admission;
(d) the Company allotting, subject only to Admission, the New
Shares to the Placees in accordance with the Placing Agreement;
and
(e) Admission taking place by not later than 8.00 a.m. (London time) on 31 July 2018.
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by the Sole 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 Sole Bookrunner may agree), or (ii) the 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 Sole Bookrunner nor any of its 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 Sole Bookrunner.
Right to terminate under the Placing Agreement
At any time before Admission, the Sole Bookrunner is entitled to
terminate the 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
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 Sole Bookrunner; or
(ii) there is a material breach by the Company or the Investment
Manager of their respective obligations under the 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 Placing
Agreement; or (iv) the occurrence of a force majeure or market
disruption event as specified in the Placing Agreement which is of
such severity or magnitude as to make it impracticable or
inadvisable to proceed with the Placing or which the Sole
Bookrunner considers to be material.
Upon such notice being given, the parties to the 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 Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by the Sole Bookrunner of any right of termination or other
discretion under the Placing Agreement shall be within its absolute
discretion and that it does not need to make any reference to
Placees and that the Sole Bookrunner shall not have any liability
to Placees whatsoever in connection with any such exercise or
failure so to exercise.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published and
Placees' commitments will be made solely on the basis of the
information contained in this announcement (including this
Appendix) released by the Company today and any information
publicly announced to a RIS by or on behalf of the Company on or
prior to the date of this announcement and subject to the further
terms set forth in the contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company, the Investment Manager or the Sole Bookrunner or any other
person and none of the Company, the Investment Manager, the Sole
Bookrunner or any of their respective affiliates will be liable for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company and the Investment
Manager in accepting a participation in the Placing. Nothing in
this paragraph shall exclude or limit the liability of any person
for fraudulent misrepresentation by that person.
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
Sole 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 Sole
Bookrunner.
The Company will deliver the New Shares to a CREST account
operated by Stifel as the Company's agent and on 6 July 2018 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 6 July 2018 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 Sole Bookrunner.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Sole 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 Sole 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:
(a) 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;
(b) that no offering document or prospectus has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Bookbuild, the Placing or the New Shares;
(c) the Placing does not constitute a recommendation or
financial product advice and the Sole Bookrunner has not had regard
to its particular objectives, financial situation and needs;
(d) 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;
(e) that none of the Company, the Investment Manager, the Sole
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 Sole 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;
(f) unless otherwise specifically agreed with the Sole
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 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 South Africa and, subject to certain
exceptions, may not be offered, sold, transferred, delivered or
distributed, directly or indirectly, in or into those
jurisdictions;
(g) that it 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);
(h) it is not within Australia, Canada, Japan 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;
(i) that the content of this announcement is exclusively the
responsibility of the Company and that neither the Sole Bookrunner
nor any of its affiliates, agents, directors, officers or employees
or 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, any 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
any 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 the Sole
Bookrunner, the Investment Manager or the Company and neither the
Sole 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 Sole 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;
(j) 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 Regulations 2007 (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;
(k) 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 Sole 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);
(l) 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 Sole Bookrunner has
been given to the proposed offer or resale;
(m) 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;
(n) 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;
(o) 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;
(p) if in a member state of the EEA, unless otherwise
specifically agreed with the Sole Bookrunner in writing, that it is
a Qualified Investor;
(q) 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;
(r) that no action has been or will be taken by either the
Company, the Investment Manager or the Sole Bookrunner or any
person acting on behalf of the Company, the Investment Manager or
the Sole 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;
(s) 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 the Sole 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;
(t) 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;
(u) 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
Sole Bookrunner may in its absolute discretion determine and
without liability to such Placee;
(v) 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 Sole Bookrunner or the
Company may call upon it to subscribe for a lower number of New
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
(w) 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
Sole 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 Sole 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;
(x) that neither the Sole Bookrunner, any of its 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 Sole Bookrunner and that the
Sole Bookrunner does not have any duties or responsibilities to it
for providing the protections afforded to the Sole 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 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;
(y) 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 Sole
Bookrunner;
(z) that in connection with the Placing, the Sole 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 Sole
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;
(aa) 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;
(bb) 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;
(cc) 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 Sole 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;
(dd) that the Company, the Investment Manager, the Sole
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 Sole
Bookrunner on its own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises the Company and the Sole
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;
(ee) that it will indemnify on an after-tax basis and hold the
Company, the Investment Manager, the Sole 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;
(ff) that it has neither received nor relied on any inside
information concerning the Company in accepting the invitation to
participate in the Placing; and
(gg) 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 Sole 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 Sole Bookrunner owes any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
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 Sole Bookrunner will be responsible and the Placees shall
indemnify the Company, the Investment Manager and the Sole
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 Sole Bookrunner accordingly.
None of the Company, the Investment Manager or the Sole
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
Sole Bookrunner accordingly. Furthermore, each Placee agrees to
indemnify on an after-tax basis and hold the Sole 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 Sole Bookrunner or any of its
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the New Shares.
Stifel is entitled, at its discretion and out of its own
resources, at any time to rebate to some or all of its investors,
or to other parties, part or all of its fees relating to the
Placing.
When a Placee or person acting on behalf of the Placee is
dealing with the Sole Bookrunner, any money held in an account with
the Sole 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 Sole
Bookrunner's money in accordance with the client money rules and
will be used by the Sole Bookrunner in the course of its own
business; and the Placee will rank only as a general creditor of
the Sole Bookrunner.
All times and dates in this announcement may be subject to
amendment by the Sole Bookrunner (in its absolute discretion). The
Sole Bookrunner shall notify the Placees and any person acting on
behalf of the Placees of any changes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEFRMTTMBBBTPP
(END) Dow Jones Newswires
June 18, 2018 02:00 ET (06:00 GMT)
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