Posting of Circular and Notice of General Meeting

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 £30.1 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 £23.54 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                [e-mail]             [phone]

Stifel Nicolaus Europe Limited                                                          [phone]

Mark Bloomfield

Neil Winward

Gaudi Le Roux

 

END

 

 

NOGEADNXEAEPEFF