Foresight Solar Fund Limited Posting of Circular and Notice of General Meeting (1682A)
September 07 2018 - 8:22AM
UK Regulatory
TIDMFSFL
RNS Number : 1682A
Foresight Solar Fund Limited
07 September 2018
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, 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 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
7 September 2018
Foresight Solar Fund Limited
(the "Company")
Posting of Circular and Notice of General Meeting
Further to the Company's announcement on 4 September 2018
regarding publication of a Circular, and a potential Acquisition
and Placing, the Company has today posted the Circular convening a
general meeting (the "General Meeting") to be held at 10 a.m. on 24
September 2018 at 28 Esplanade, St Helier, Jersey JE2 3QA.
Unless otherwise defined, the terms used in this Announcement
shall have the same meaning as set out in the Circular.
As previously announced, 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
("Resolution 1").
The Board further announces that it is also seeking shareholder
approval to be able to issue shares to BlackRock Inc.
("BlackRock"), a substantial shareholder in the Company and as a
result a related party under the Listing Rules ("Resolution
2").
The Related Party Transaction
BlackRock is a related party to the Company, pursuant to the
Listing Rules, having been a substantial shareholder of the Company
in the past 12 months. As part of the placing and share issue on 4
July 2018, BlackRock subscribed for an additional 22 million Shares
for a consideration of GBP23.54 million, which constituted a
smaller related party transaction under the Listing Rules and, as a
result, did not require shareholder approval. BlackRock may wish to
make further investment(s) in the Company by participating in the
Placing and/or any further share issuances under the authority of
Resolution 1.
Given BlackRock is a related party, the Listing Rules require
that any such further investment by BlackRock be conditional upon
the approval of the Independent Shareholders (being, in relation to
Resolution 2, Shareholders other than BlackRock). BlackRock will
not vote on Resolution 2 and has undertaken to take all reasonable
steps to ensure that its Associates will not vote on that
resolution.
Should BlackRock choose to participate in the Placing or any
other further share issuance under the authority of Resolution 1
then its participation will be on the same terms as any other
investor. In the event that applications under the Placing or any
fundraising cannot be satisfied in full, applications from
BlackRock will be scaled back under the same methodology as is
applicable to other investors in that fundraising.
On the assumption that all of the Shares available to be issued
by the Company under the Placing are issued and on the assumption
that 53,994,250 Shares (the maximum amount permitted) are issued to
BlackRock, BlackRock would own approximately 25.6 per cent. of the
enlarged issued share capital of the Company. However, it should be
noted that BlackRock has made no commitment to subscribe for Shares
and even if Resolution 2 is passed, may not subscribe at all.
Recommendation
The Board, which has been so advised by Stifel as Sponsor,
considers that the proposed Related Party Transaction is fair and
reasonable so far as Shareholders are concerned. In providing its
advice, Stifel has taken into account the Board's commercial
assessments.
The Board also considers that the passing of each of the
Resolutions 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 Resolutions at
the General Meeting. The Directors intend to vote in favour of each
of the Resolutions 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.
A copy of the circular will be available for inspection on the
Company's website at www.foresightgroup.eu.fsfl-home.
The circular will be also available for inspection on the
National Storage Mechanism which is located at
http://www.morningstar.co.uk/uk/nsm.do.
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
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Authority to act as a Primary Information Provider in the United
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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