TIDMFSFL
RNS Number : 6429Z
Foresight Solar Fund Limited
04 September 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.
Foresight Solar Fund Limited
LEI: 213800VO4O83JVSSOX33
4 September 2018
Foresight Solar Fund Limited (the "Company")
Publication of Circular, and potential Acquisition and
Placing
The board of directors of Foresight Solar Fund Limited (the
"Board") is seeking authority to issue ordinary shares in the
capital of the Company (the "Ordinary Shares") on a non pre-emptive
basis to allow the Company to fund the acquisition of a portfolio
of 10 ground-based, solar power assets in the UK with a total
installed capacity of 72MW (the "Target Portfolio") for an
aggregate consideration of GBP30.1 million (the "Acquisition"), to
reduce the Company's gearing and to be in a position to raise
additional capital when it identifies solar power assets that are
suitable for acquisition in accordance with the Company's
investment policy. The Board is therefore seeking shareholder
approval to disapply the pre-emption rights on the issue of
Ordinary Shares in the capital of the Company.
Accordingly, the Company expects to publish a Circular shortly
convening a general meeting (the "General Meeting") to be held on a
date to be confirmed in the Circular and announced shortly.
Unless otherwise defined, the terms used in this Announcement
shall have the same meaning as set out in the Circular.
Background
As at today's date, the Company has no further shareholder
issuance authority and the Group has drawn down, in aggregate,
GBP420.3 million under its bank facilities (GBP315.2 million
remains outstanding under its Term Loan Facilities and GBP105.0
million has been drawn under its Revolving Credit Facilities) (the
"Bank Facilities"). The Group's gearing, calculated as borrowings
as a percentage of the Group's Gross Asset Value was 41 per cent.
as at 30 June 2018. The Group's gearing as of 30 June 2018 does not
reflect the impact of the previous issue of Shares on 4 July 2018
nor the 114MW UK portfolio acquisition completed on 3 August 2018
in terms of the Group's Gross Asset Value and the outstanding
balances under the Bank Facilities.
The Target Portfolio
The Company has secured exclusivity over the Target Portfolio of
10 operational solar assets in the UK with a total installed
capacity of 72 MW. The assets have been in operation for a minimum
period of two years and have received accreditation under the
Renewable Obligation ("RO") scheme ranging from 1.4 to 1.3
ROCs/MWh. The average ROC accreditation banding of the Target
Portfolio is 1.35 ROCs/MWh.
The equity interest in the Target Portfolio is proposed to be
acquired for a consideration of approximately GBP30.1 million,
including the economic benefit of all cashflows from 30 June 2018.
The Target Portfolio will be acquired from funds managed by
Foresight Group LLP.
The Target Portfolio currently has debt facilities in place
totalling GBP62.1million, the majority of which is provided by the
Royal Bank of Scotland. All of these debt facilities have been
arranged on an asset by asset basis and do not benefit from
cross-collateralisation. These existing debt facilities expire
either on or before 30 September 2019 and it is the Company's
intention to refinance the Target Portfolio before the end of June
2019.
Assuming completion of the Acquisition, the Company's solar
portfolio will represent a total of 860 MW of installed capacity
across 53 solar power assets.
The Placing
The Board announces, subject to the shareholder approvals
described above, a placing of new Ordinary Shares to fund the
Acquisition and reduce the Group's gearing by repaying some of the
Company's existing Bank Facilities that have been drawn down to
finance the acquisition of other assets in the Company's portfolio
(the "Placing").
If Shareholders approve the proposed disapplication the
statutory pre-emption rights on the issue of Ordinary Shares in the
capital of the Company at the General Meeting, the Placing will
commence shortly thereafter. The Company intends to announce at
that time the placing price, the terms and conditions of the
Placing and its expected closing date, through a Regulatory
Information Service announcement.
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.
The Placing is not conditional on the completion of the
Acquisition and the Company reserves the right not to proceed with
the Acquisition. Accordingly, there is no minimum size required for
the Placing to proceed. In the event the Acquisition does not
complete, the Company will use the net proceeds of the Placing to
acquire further ground based solar power assets in accordance with
the Company's investment policy and/or to reduce the Group's
gearing by repaying some of the existing Bank Facilities that have
been drawn down to finance the acquisition of other assets within
the Company's portfolio. The maximum number of Shares that may be
issued under the Placing is 53,994,250 Shares.
Shareholder authority to allot shares on a non pre-emptive
basis
As noted above, the Company has already used up all of the
authority granted to it by Shareholders at its annual general
meeting held in June 2018 to issue up to 10 per cent. of its issued
share capital on a non pre-emptive basis. The disapplication of the
pre-emption rights in respect of the issue of further Shares is
required to be approved by the Ordinary Shareholders pursuant to
the Company's articles of association, the Companies Law and
Chapter 9 of the Listing Rules.
Since the implementation of the EU Prospectus Regulation in
2017, issuers such as the Company can issue up to (but not
including) 20 per cent. of their securities already admitted to
trading over a 12 month period without having to publish a
prospectus.
The Board is therefore seeking shareholder authority at the
General Meeting to issue up to 53,994,250 Ordinary Shares
representing 10.9 per cent. of its ordinary share capital, on a non
pre-emptive basis, being the Company's maximum remaining allowance
within this 20 per cent limit. If Shareholders grant this authority
at the General Meeting, the Directors will use it, in the first
instance, to carry out the Placing. To the extent that it is not
used entirely for the purposes of the Placing, the Directors intend
to use any remaining authority to allow the Company to raise
additional capital when it identifies solar power assets that are
suitable for acquisition, in accordance with the Company's
investment policy. If the authority sought for the Placing is not
utilised in its entirety, the Directors undertake not to issue or
sell more than 10.0 per cent. of the ordinary share capital of the
Company on a non pre-emptive basis.
The ability to issue these Ordinary Shares under the Placing
without the need for a pre-emptive offer, which would require the
issue of a prospectus, enables Company to raise funds within the
timeframe required for the Acquisition and in a cost-efficient
manner.
In addition to the Target Portfolio, the Company has identified
a further pipeline of attractive investment opportunities and
wishes to be in a position to raise further funds using any
remaining authority granted after the Placing (subject in this case
to a limit of less than 10.0 per cent. of its ordinary share
capital) to take advantage of such opportunities for the benefit of
Shareholders. Investments in solar power assets, in accordance with
the Company's investment policy, may require the Company to execute
a transaction within a relatively short time frame. If Shareholders
approve the Resolution at the General Meeting, the Company will be
able to issue up to 53,994,250 Shares less any Shares issued under
the Placing (subject in this case to a limit of up to 10.0 per
cent. of its ordinary share capital) within the period from 22
September 2018 until 21 September 2019 or the conclusion of the
annual general meeting in 2019 whichever is earlier. The Directors
believe that having this ability gives the Company the potential to
access capital within a relatively short time frame which is
important to being able to acquire accretive investment
opportunities whilst also mitigating the risk of cash drag on
Shareholders' funds.
If such authority is granted by Shareholders, the Directors will
only use the authority to issue Ordinary Shares on a non
pre-emptive basis: (i) to meet demand from investors; and (ii) when
the Directors believe that it is in the best interests of the
Company and Shareholders to do so.
Any new Shares issued pursuant to the authority under the
Resolution, under the Placing or any further share issue using the
remaining authority, will be issued at not less than the NAV per
Ordinary Share at the time of issue (as adjusted) plus a premium
intended to cover, at least, the expenses of any such issue of new
Ordinary Shares as determined by the Board at the time of each such
issue. Thus any such issue will not be dilutive to existing
Shareholders in terms of NAV per Ordinary Share.
The Ordinary Shares will be issued in registered form and may be
held in certificated or uncertificated form. The Ordinary Shares
issued will rank pari passu with the Ordinary Shares then in issue
(save for any dividends or other distributions declared, made or
paid by reference to a record date prior to the issue of the
relevant Ordinary Shares).
The Benefits of the Proposals
The Board believes that the issue of Ordinary Shares pursuant to
the Placing should provide the following benefits:
-- provide the Company with additional capital which would
enable it to take advantage of the Acquisition;
-- further diversify the Company's portfolio through the
Acquisition;
-- reduce the Company's gearing to the extent, if any, that the
net proceeds of the Placing will be used to repay some of the
Company's Bank Facilities;
-- diversify further the Shareholder register, potentially
enhancing the liquidity in the market for the Company's Shares;
and
-- allow the Company's operating costs to be spread across a
larger capital base, which should help improve returns to investors
through a reduction in the Ongoing Charges Ratio.
The Board further believes that being able to issue any
remaining Shares under the authority of the Resolution after the
Placing, through one or more further placings, will allow the
Company to take advantage of investment opportunities that are in
accordance with the Company's investment policy within relatively
short timeframes and/or further reduce the Group's gearing; and
maintain the Company's ability to issue Shares and enable the
Company to manage better any premium at which the Shares trade to
NAV.
Recommendation
The Board considers that the passing of the Resolution is in the
best interests of the Company and its Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders
vote in favour of the Resolution at the General Meeting. The
Directors intend to vote in favour of the Resolution in respect of
their own beneficial holdings of Ordinary Shares (amounting to
93,954 Ordinary Shares, representing approximately 0.02 per cent.
of the issued share capital of the Company) as at today's date.
All enquiries:
Foresight Group
Joanna Andrews InstitutionalIR@foresightgroup.eu +44 (0)20 3762 6951
Stifel Nicolaus Europe Limited +44 (0)20 7710 7600
Mark Bloomfield
Neil Winward
Gaudi Le Roux
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
MSCSSFESDFASEDU
(END) Dow Jones Newswires
September 04, 2018 02:01 ET (06:01 GMT)
Foresight Solar (LSE:FSFL)
Historical Stock Chart
From Apr 2024 to May 2024
Foresight Solar (LSE:FSFL)
Historical Stock Chart
From May 2023 to May 2024