REG-Foresight Solar VCT PLC : Publication of Prospectus <Origin Href="QuoteRef">FTSV.L</Origin>

Foresight Solar & Technology VCTAnnouncement

01/02/2016 18:20

Foresight Solar & Infrastructure VCT plc ("Company") (formerly Foresight
Solar VCT PLC) 
 
 Publication of a circular to shareholders of the Company including a notice
of general meeting and publication of a Prospectus relating to an Offer for
Subscription to raise in aggregate up to £20,000,000 by issues of a new class
of D Shares ("Offer") 
 
 Summary 
 
 The board of the Company ("Board") has today issued a circular to its
shareholders containing proposals to: 
 
* create and authorise the issue of D ordinary shares ("D Shares");  
* disapply pre-emption rights so that the Ordinary Shares can be allotted on a
monthly basis without the need to make pre-emptive offers to existing
Shareholders; 
* authorise the buyback of D Shares in the market; 
* reduce the share premium account arising on the issue of D Shares; 
* amend the Company's articles of association in order to set out the rights
and restrictions applying to D Shares; 
* extend the Company's investment policy to allow it to make investments in a
wider range of infrastructure companies, not limited to those generating solar
electricity; and 
* approve the related party transactions.  

 
 These proposals require the approval of the Company's shareholders and this
is being sought at a general meeting of the Company and subsequent class
meetings of the Ordinary Shareholders and C Shareholders to be held on 7 March
2016 from 12 noon at the offices of Foresight Group LLP, The Shard, 32 London
Bridge Street, London SE1 9SG. 
 
 The Board is also pleased to announce the publication of a Prospectus
relating to the Offer. Shareholders will shortly receive a copy of a
securities note (which, together with a summary and registration documents
dated 1 February 2016, form the "Prospectus") and a copy of the circular
convening the general meeting. 
 
 Change of name 
 
 The Company announces that it has changed its name to Foresight Solar &
Infrastructure VCT plc with effect from today, 1 February 2016.  Trading is
expected to commence on 3 February 2016 at 8.00 a.m. under the new name for
the existing ordinary shares of 1p and C ordinary shares of 1p each.  The
tickers, SEDOL and ISIN for each existing class of share will not change. 
 
 The Board decided to make this change in light of the investment strategy of
the proposed new D Share class, as well as the recent changes to the VCT Rules
which restrict investments in UK-government subsidised solar assets and the
recent announcement that from 6 April 2016, energy generation will no longer
be a qualifying trade in which VCTs can invest. 
 
 Background and reasons for the offer 
 
 The Board is pleased to announce the publication of a Prospectus relating to
the Offer to raise up to £20 million.   
 
 The Board, and the Company's investment manager Foresight Group CI Limited,
believe there is an opportunity for the Company to take advantage of the
evolution in the infrastructure and energy markets by forming a new share
class to invest in infrastructure assets, in the wake of UK-subsidised solar
assets no longer being a qualifying investment for VCTs. The D Share class
will still invest in solar companies with overseas operations which remain
qualifying but the Company will proceed on the understanding that all such
investments will need to be completed by 5 April 2016. 
 
 The purpose of the D Share Offer is to provide individuals with an
opportunity to invest in companies that develop, build, own or operate
infrastructure assets that generate a regular and sustainable income. This
will include investments into Smart Data companies which generate and sell
energy usage data from the smart metering units they own and solar companies
which will build and own (rooftop or ground mounted) photovoltaic plants
internationally. 
 
 The D Shares 
 
 The D Shares are a new class of Share and are separate from the Company's
existing class of Ordinary Shares and C Shares. All investments and cash
attributable to the existing Ordinary Share class and C Share class will be
kept separate from the D Share Fund. Accordingly, investors in the D Shares
will not have any exposure to the investment gains or losses of the Ordinary
Share class or C Share Class. 
 
 Investment policy 

 The issue of D Shares will require a change in the investment policy of the
Company which requires approval of the Company's shareholders and is set out
in full in the circular convening the General Meeting published today. 
 
 Related party transactions 
 
 It is also proposed, subject to Shareholders' approval, that Foresight Group
CI Limited will be appointed by the Company as its investment manager in
respect of the D Share Fund under the terms set out below and that Foresight
Group LLP will be appointed as promoter of the Offer under the terms set out
below.  Foresight Group CI Limited, as the Company's investment manager, and
Foresight Group LLP, as its agent and associate, are regarded as related
parties of the Company under the Listing Rules. Therefore the terms of these
appointments constitute related party transactions for the purpose of the
Listing Rules and require Shareholders' approval. 
 
 Pursuant to the carried interest agreement dated 1 February 2016, between,
among others, the Company and Foresight Group CI Limited (the "Investment
Manager"), the Investment Manager will be entitled to a performance incentive
(in cash or new D Shares in the Company issued at par) to a value equal to 20%
of distributions in excess of 100p per D Share until total distributions reach
115p per Share and thereafter equal to 30% of distributions over that level.
No performance incentive will be distributed to Foresight Group CI Limited
until D Shareholders have received distributions of 100p per D Share. 
 
 Pursuant to a sponsor and promoter agreement dated 1 February 2016 relating
to the Offer between, among others, the Company and Foresight Group LLP
("Promoter"), the Promoter will receive a fee of an amount up to a maximum of
5.5% of the amount subscribed under the Offer by Investors who apply through a
financial intermediary, where permissible, (subject to a maximum aggregate
payment of £1.1 million), for acting as promoter of the Offer.   
 
 Further Information 
 
 The Offer is now open and will close at noon on 4 April 2016 for the
2015/2016 tax year and 31 August 2016 for the 2016/2017 tax year or earlier if
the Offer is fully subscribed or otherwise at the Board's discretion. 
 
 Full details of the Offer will be set out in the Registration Document,
Summary and Securities Note which together comprise a Prospectus in accordance
with the Prospectus Rules made under Section 84 of FSMA, and which is
published as at today's date.   The Offer is conditional on the passing of
certain of the resolutions to be proposed at a general meeting to be held 7
March 2016 as set out in the circular published today. 
 
 All documents comprising the Prospectus will also available from the offices
of the Promoter, The Shard, 32 London Bridge Street, London SE1 9SG and the
following website: http://www.foresightgroup.eu . 
 
 A copy of the Prospectus has also been submitted to the Financial Conduct
Authority and will be shortly available for inspection on both the Promoter's
website (www.foresightgroup.eu) as well as at the National Storage Mechanism (
www.morningstar.co.uk/uk/nsm ). 
 
 For further information, please contact: 
 Gary Fraser 
 Foresight Group LLP 
 Telephone: 020 3667 8100 
 

 This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf
of NASDAQ OMX Corporate Solutions clients. 
 The issuer of this announcement warrants that they are solely responsible for
the content, accuracy and originality of the information contained therein. 
 Source: Foresight Solar VCT PLC via Globenewswire 
 HUG#1982865