REG - Foresight Group Hldg - Extension to share buyback programme

Foresight groupAnnouncement

09/12/2024 07:15

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RNS Number : 2327P  Foresight Group Holdings Limited  09 December 2024

Foresight Group Holdings Limited - Extension to share buyback programme

LEI: 213800NNT42FFIZB1T09

9 December 2024

Foresight Group Holdings Limited

Extension to share buyback programme

Foresight Group Holdings Limited ("Foresight", the "Company" or the "Group")
is a leading independent investment manager in UK&I private equity and
international infrastructure strategies.

 

Today the Group is pleased to announce the extension of its share buyback
programme to buy back (repurchase) Ordinary Shares (as defined in Foresight's
articles of incorporation) (the "shares" or "Ordinary Shares") in the capital
of Foresight (the "Share Buyback") by a further £5m, with the new maximum
pecuniary amount being £15m. The Share Buyback was originally announced on 27
October 2023 and was previously extended on 27 June 2024. Since the
commencement of the current buyback programme, 2,133,380 shares have been
repurchased for an aggregate consideration of £9,910,994.57.

 

The Board has determined that the continuation of its share buyback programme
is an optimal use of cash resources and is in the best interests of the
Company and its shareholders. Numis Securities Limited (which is trading for
these purposes as Deutsche Numis) ("Deutsche Numis") will continue 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 Board will continue to assess the ongoing utilisation of its
remaining Share Buyback allocation when considering other capital allocation
priorities such as M&A.

 

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 1,503,818
has been utilised.

 

About the Share Buyback

 

 ·             The Share Buyback will be financed through existing 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 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.

 ·             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 34.4% to 37.7%.

 ·             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 Deutsche Numis 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
               relevant 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 will 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, accordingly,
               Foresight may not benefit from the exemption contained in Article 5(1) of MAR.

 ·             As at 6 December 2024, the Group's total issued share capital consisted of
               116,347,803 Ordinary Shares, with one voting right per share and 1,248,641
               shares held in treasury. Therefore, the total number of voting rights in the
               Group was 115,099,162.

 

 

For further information please contact:

 

 Foresight Group Investors                           Deutsche Numis
 Liz Scorer / Ben McGrory                            Charles Farquhar / Rajesh Iyer
 +44 (0) 7966 966956 / +44 (0) 7443 821577           +44 (0) 207 260 1000
 ir@foresightgroup.eu (mailto:ir@foresightgroup.eu)

 

 H-Advisors Maitland
 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.

 

Foresight is united by a shared commitment to build a sustainable future and
grow thriving companies and economies.

 

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

Follow us on LinkedIn for key updates.

 

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