Foresight Sustain. - Results of Placing and Offer for Subscription

Foresight Sustainable Forestry

24/06/2022 07:00

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RNS Number : 0471Q  Foresight Sustain. Forestry Co PLC  24 June 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY EEA STATE (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE
COMPANY'S SECURITIES MAY BE LEGALLY MARKETED) OR IN ANY OTHER JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL.

 

The information communicated in this announcement is deemed to constitute
inside information as stipulated under the UK version of the Market Abuse
Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended ("EUWA"), as further
amended by UK legislation from time to time ("UK MAR"). Upon the publication
of this announcement, this information is considered to be in the public
domain.

24 June 2022

 

Foresight Sustainable Forestry Company Plc

("FSF" or the "Company")

Results of Placing, Offer for Subscription and Total Voting Rights

 

 

Further to its announcement of 14 June 2022, the Board of Directors of FSF is
pleased to announce the results of the placing (the "Placing") of new ordinary
shares pursuant to the Placing Programme and the offer for subscription (the
"Offer for Subscription") (together the "Issue").

 

38,002,022 new ordinary shares (the "New Ordinary Shares") will be issued
pursuant to the Placing, and 4,054,052 New Ordinary Shares will be issued
pursuant to the Offer for Subscription, at 107 pence per New Ordinary Share,
raising combined gross proceeds of £45 million. The net proceeds of the Issue
will be used to acquire further assets within the Company's Imminent Pipeline
of opportunities.

Richard Davidson, Chair of FSF, said:

"This fundraising represents another significant milestone for Foresight
Sustainable Forestry. It has been a busy first eight months for the Company,
having fully deployed the proceeds of the Company's IPO and now undertaken a
further issuance of new shares. The net proceeds of the Issue, along with the
proceeds of a Revolving Credit Facility that is nearing completion, will be
used to acquire our imminent pipeline of forestry and afforestation assets and
to further enhance the growing reach and impact of FSF. We would like to thank
our existing Shareholders for their continued support and to welcome all new
Shareholders."

 

Robert Guest and Richard Kelly, FSF Co-Fund Managers, commented:

 

"We are delighted by the positive reception from both existing and new
investors, despite the current challenging broader equity market conditions.
We are also highly encouraged by the level of interest we have received from
investors in FSF and its future prospects. We are focused on continuing to
execute our strategy on behalf of our growing and high calibre investor base.
We are excited to deploy the proceeds of the issue into our pipeline of mostly
afforestation opportunities, that offer attractive capital appreciation
potential whilst further extending the direct contribution FSF makes to the
twin fights against climate change and biodiversity loss."

 

Application for Admission

 

Application has been made for 42,056,074 New Ordinary Shares to be admitted to
the premium listing segment of the Official List of the FCA and to trading
on the Main Market of the London Stock Exchange. It is expected that
admission ("Admission") will become effective and dealings in the New
Ordinary
Shares  will commence on the London Stock Exchange at 8.00 a.m. on 28
June 2022.

 

Total Voting Rights

 

On Admission, the Company's issued share capital will consist of 172,056,075
ordinary shares with voting rights. This figure may be used by Shareholders in
determining the denominator for the calculation by which they will establish
if they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

The New Ordinary Shares issued in connection with the Issue will be fully paid
and will rank pari passu in all respects with each other and with the
existing ordinary shares of the Company.

Jefferies International Limited ("Jefferies") acted as sole bookrunner and
sole global coordinator in respect of the Issue.

 

Capitalised terms will have the meanings given to them in the Company's
announcement dated 14 June 2022 unless otherwise defined in this announcement.

 

For further information:

 

 Foresight Sustainable Forestry Company Plc            +44 20 3667 8100

 Robert Guest

 Richard Kelly

 fsfc@foresightgroup.eu
 Jefferies International Limited                       +44 20 7029 8000

 Neil Winward

 Will Soutar

 Harry Randall
 Citigate Dewe Rogerson                                +44 7768 981 763

 Toby Moore (toby.moore@citigatedewerogerson.com       +44 7834 336 650
 (mailto:toby.moore@citigatedewerogerson.com) )

 Jos Bieneman (jos.bieneman@citigatedewerogerson.com
 (mailto:jos.bieneman@citigatedewerogerson.com) )

About the Company

 

Foresight Sustainable Forestry Company Plc ("the Company") is an externally
managed investment company investing in a diversified portfolio of UK forestry
and afforestation assets. Targeting a net total return of more than CPI +5%
p.a., the Company provides investors with the opportunity for real returns and
capital appreciation driven by the prevailing global imbalance between supply
and demand for timber; the inflation-protection qualities of UK land
freeholds; and biological tree growth of 3% to 4% not correlated to financial
markets. It also offers outstanding sustainability and ESG attributes and
access to carbon units related to carbon sequestration from new afforestation
planting. The Company targets value creation as the afforestation projects
successfully achieve development milestones in the process of converting open
ground into established commercial forest and woodland areas. The Company is
seeking to make a direct contribution in the fight against climate change
through forestry and afforestation carbon sequestration initiatives and to
preserve and proactively enhance natural capital and biodiversity across its
portfolio. It is managed by Foresight Group LLP.
https://fsfc.foresightgroup.eu/ (https://fsfc.foresightgroup.eu/)

Important Notice

Jefferies, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company in
connection with the Issue and will not regard any other person (whether or not
a recipient of this announcement) as its client in relation to the Issue and
will not be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice to any such person
in connection with the Issue, the contents of this announcement or any other
matter referred to in this announcement. Nothing in this paragraph shall serve
to exclude or limit any responsibilities which Jefferies may have under the
Financial Services and Markets Act 2000, as amended, or the regulatory regime
established thereunder.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States (as defined below). This announcement
is not an offer of securities for sale into the United States. The New
Ordinary Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction of the
United States (as defined below) and accordingly may not be offered, sold or
transferred within the United States of America, its territories or
possessions, any State of the United States or the District of Columbia
(the "United States") except pursuant to an exemption from, or in a
transaction not subject to, registration under the U.S. Securities Act and in
compliance with the securities laws of any State or other jurisdiction of the
United States. No public offering of securities is being made in the United
States.

 

The Company has not been and will not be registered under the U.S. Investment
Company Act of 1940, as amended (the "U.S. Investment Company Act") and
investors will not be entitled to the benefits of the U.S. Investment Company
Act.

 

The distribution of this announcement, and/or the issue of New Ordinary Shares
in certain jurisdictions may be restricted by law and/or regulation. No action
has been taken by the Company, Jefferies or any of their respective affiliates
as defined in Rule 501(b) under the U.S. Securities Act (as applicable in the
context used, "Affiliates") that would permit an offer of the New Ordinary
Shares or possession or distribution of this announcement or any other
publicity material relating to the New Ordinary Shares in any jurisdiction
where action for that purpose is required (other than the United Kingdom, the
Republic of Ireland and the Netherlands). Persons receiving this announcement
are required to inform themselves about and to observe any such restrictions.
Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction.

 

Information to distributors

Solely for the purposes of the product governance requirements contained
within PROD 3 of the FCA's Product Intervention and Product Governance
Sourcebook (the "Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the New Ordinary Shares have been subject
to a product approval process, which has determined that the New Ordinary
Shares to be issued pursuant to the Issue are: (i) compatible with an end
target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in COBS 3.5
and 3.6 of the FCA's Conduct of Business Sourcebook, respectively; and (ii)
eligible for distribution through all distribution channels as are permitted
by the Product Governance Requirements (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that:
(a) the price of the New Ordinary Shares may decline and investors could lose
all or part of their investment; the New Ordinary Shares offer no guaranteed
income and no capital protection; (b) an investment in the New Ordinary Shares
is compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Issue. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Jefferies will only procure
investors who meet the criteria of professional clients and eligible
counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of the
FCA's Conduct of Business Sourcebook; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other action
whatsoever with respect to the New Ordinary Shares.

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.

 

 

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