REG - Foresight Group Hldg - Extension to share Buyback Programme

Foresight groupAnnouncement

28/02/2025 13:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250228:nRSb9328Ya&default-theme=true

RNS Number : 9328Y  Foresight Group Holdings Limited  28 February 2025

LEI: 213800NNT42FFIZB1T09

28 February 2025

 

 

Foresight Group Holdings Limited

Extension to share buyback programme

Foresight Group Holdings Limited ("Foresight", the "Company" or the "Group")
is a leading investment manager in real assets and providing capital for
growth.

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 £2m, generated by the recent
sale of 500,000 treasury shares, with the new maximum pecuniary amount being
£17m. The Share Buyback was originally announced on 27 October 2023 and was
previously extended on 27 June 2024 and 09 December 2024. Since the
commencement of the buyback programme, 3,449,032 shares have been repurchased
for an aggregate consideration of £14,999,974.73

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 authority 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 3,449,032
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 34.7% 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 further 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 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 circumstances 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 28 February 2025, the Group's total issued share capital consisted of
116,347,803 Ordinary Shares, with one voting right per share, and 2,057,293
shares held in treasury. Therefore, the total number of voting rights in the
Group was 114,290,510.

 

 

For further information please contact:

 

 Foresight Group Investors
 Liz Scorer / Ben McGrory
 +44 (0) 7966 966956 / +44 (0) 7443 821577
 ir@foresightgroup.eu (mailto:ir@foresightgroup.eu)

 

Deutsche Numis

Charles Farquhar / Rajesh Iyer

+44 (0) 207 260 1000 

 

 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. 

 

 

 

 

 

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCBXGDDSDDDGUI