REG - Foresight Group Hldg - Commencement of share buyback programme

Foresight groupAnnouncement

11/04/2025 07:00

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RNS Number : 6007E  Foresight Group Holdings Limited  11 April 2025

LEI: 213800NNT42FFIZB1T09

11 April 2025

 

 

 

Commencement of share buyback programme

Foresight Group Holdings Limited ("Foresight", the "Group") is a leading
investment manager offering institutional and retail investors a diverse range
of private and listed investment solutions in real assets located in the UK,
Europe and Australia, and growth capital for SME businesses across the UK and
Ireland.

Today the Group is pleased to announce that it has appointed Joh. Berenberg,
Gossler & Co KG, London ("Berenberg") to conduct the share buyback
programme announced on 10 April 2025 of up to £50 million over the next three
years for Foresight (in accordance with certain pre-set parameters) (the
"Share Buyback") to buy back (repurchase) Ordinary Shares (as defined in
Foresight's articles of incorporation) (the "shares" or "Ordinary Shares") in
the capital of Foresight. Berenberg will be authorised by the Board of
Directors of Foresight (the "Board") to make trading decisions in relation to
the Share Buyback independently of Foresight, noting that the Group Board will
reassess the utilisation of this Share Buyback authority when considering
other capital allocation priorities, such as M&A.

 

Prior to the Company's next annual general meeting to be held in August 2025,
the Share Buyback will take place within the limitations of the authority
granted to the Board of Foresight at its annual general meeting ("General
Authority"), held on 2 August 2024 (the "AGM"), pursuant to which the maximum
number of shares which may be bought back is 11,589,254, of which 3,993,735
has been utilised through the previous share buyback programme of £17 million
that successfully completed on 2 April 2025. Thereafter the maximum number of
shares which may be bought back will not exceed the terms of the new authority
granted at future AGM's.

 

About the Share Buyback

 

·      The Share Buyback will be financed through existing and future
cash resources.

 

·      The aggregate number of Ordinary Shares acquired by the Company
pursuant to the Share Buyback shall not exceed the maximum number of Ordinary
Shares which the Company is authorised to purchase pursuant to the General
Authority.

 

·      In accordance with the General Authority, the maximum price paid
per Ordinary Share acquired by the Company pursuant to the Share Buyback is to
be no more than the higher of (i) 105% of the average middle market closing
price of an Ordinary Share on the London Stock Exchange for the five business
days preceding the date of purchase; and (ii) the higher of the price of the
last independent trade of an Ordinary Share, and the highest independent bid
for the Ordinary Shares as derived from the London Stock Exchange Trading
System at the time of the purchase. Further, in accordance with the General
Authority the minimum price payable per Ordinary Share acquired by the Company
pursuant to the Share Buyback is £nil.

 

·      The Share Buyback will commence on the date of this announcement
and will continue until the earlier of the expiration of the General Authority
or until the number of Ordinary Shares equal to the maximum pecuniary amount
have been purchased under the Share Buyback or the process is terminated or
paused.

 

·      The purchased Ordinary Shares will be held by the Group in
treasury at the Group's discretion for later reissue or cancellation. Shares
held in treasury are, subject to the Companies (Guernsey) Law, 2008, not
entitled to distributions or dividends and the rights and obligations of such
shares shall be suspended (including any voting rights at the Group's general
meetings).

 

·      Shareholders approved a waiver of Rule 9 of the Takeover Code at
the AGM. If the General Authority was exercised in full, as the concert party
of Bernard Fairman, Gary Fraser and David Hughes are not participating, their
aggregate shareholdings would increase from 34.8% to 37.3%.

 

·      Share repurchases will take place in open market transactions and
may be made from time to time depending on market conditions, share price and
trading volume. There is no certainty that any buybacks will be completed. The
Share Buyback may be paused at any time if deemed appropriate by Berenberg
with respect to the market conditions.

 

·      The Company confirms that it is not in a closed period and
currently has no unpublished inside information.

 

·      The Share Buyback will operate in accordance with and under the
terms of the General Authority, and within the regulatory limit on the
quantity of Ordinary Shares the Company may purchase on a single day. The
Share Buyback will be conducted within the parameters of the Market Abuse
Regulation 596/2014/EU and the delegated regulations made pursuant to it (as
incorporated into English law by virtue of the European Union (Withdrawal) Act
2018 and as amended from time to time) ("MAR").

 

·      However, there may be circumstance where the Group conducts share
repurchases such that they exceed 25 per cent of the average daily volume in
Ordinary Shares for the 20 trading days prior to the share repurchase and,
accordingly, Foresight may not benefit from the exemption contained in Article
5(1) of MAR.

 

·      As at 10 April 2025, the Group's total issued share capital
consisted of 116,347,803 Ordinary Shares, with one voting right per share, and
2,601,996 shares held in treasury. Therefore, the total number of voting
rights in the Group was 113,745,807.

 

The Board has determined that the commencement of a share buyback programme is
an optimal use of cash resources and is in the best interests of the Company
and its shareholders.

 

Contacts:

 

Foresight Group Investors

Liz Scorer / Ben McGrory

+44 (0) 796 696 6956 / +44 (0) 744 382 1577

ir@foresightgroup.eu (mailto:ir@foresightgroup.eu)

 

Berenberg (Joint Corporate Broker)

James Felix / John Welch / Dan Gee-Summons

+44 (0) 203 753 7800

 

H-Advisors Maitland (Financial PR)

Sam Cartwright

+44 (0) 782 725 4561

Foresight@h-advisors.global (mailto:Foresight@h-advisors.global)

 

About Foresight Group Holdings Limited

Founded in 1984, Foresight is a leading investment manager in real assets and
capital for growth, operating across the UK, Europe, and Australia.

With decades of experience, Foresight offers investors access to attractive
investment opportunities at the forefront of change. Foresight actively builds
and grows investment solutions to support the energy transition, decarbonise
industry, enhance nature recovery and realise the economic potential of
ambitious companies.

A constituent of the FTSE 250 index, Foresight's diversified investment
strategies combine financial and operational skillsets to maximise asset value
and provide attractive returns to its investors. Its wide range of private and
public funds is complemented with a variety of investment solutions designed
for the retail market.

Visit https://foresight.group (https://www.foresight.group/) for more
information.

Follow us on LinkedIn for key updates.

 

 

 

 

 

 

 

 

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