TIDMFSG
RNS Number : 7553K
Foresight Sustain. Forestry Co PLC
06 September 2021
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PLEASE SEE THE SECTION ENTITLED "IMPORTANT LEGAL INFORMATION"
TOWARDS THE OF THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
("FCA") and is not a prospectus. This announcement does not
constitute or form part of, and should not be construed as, an
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subscribe for or to acquire, any ordinary shares in any
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Australia, the Republic of South Africa, Japan or any member state
of the European Economic Area. Investors should not subscribe for
or purchase any ordinary shares referred to in this announcement
except on the basis of information in a prospectus (the
"Prospectus") in its final form which may be published by the
Company in connection with the proposed admission of its ordinary
shares to the London Stock Exchange ("Admission"). A copy of any
Prospectus will, following publication, be available for inspection
from the Company's registered office and made available for viewing
at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
6 September 2021
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC
Proposed initial public offering on the London Stock Exchange
via an Initial Placing, Offer for Subscription and Intermediaries
Offer
Foresight Sustainable Forestry Company PLC (the "Company"), an
externally managed investment company that will invest in UK
forestry assets, today announces its intention to undertake an
initial public offering ("IPO") on the Main Market of the London
Stock Exchange, by way of an initial institutional placing, offer
for subscription and intermediaries offer for a target issue of up
to 200 million new ordinary shares (the "Ordinary Shares"), in
aggregate, at an initial issue price of 100 pence per Ordinary
Share (the "Initial Issue").
Company Highlights
-- Foresight Sustainable Forestry Company PLC was incorporated
in the United Kingdom on 31 August 2021 as an externally
managed investment company and will invest in UK forestry
assets. The Company's investment objective is to generate
an attractive net total return for shareholders over the
longer term, comprising capital growth and aperiodic dividends,
targeting sustainable impact through predominantly investing
in sustainably managed commercial forestry assets including
afforestation assets. The Company intends to carry on business
as an investment trust.
-- The Company will target a net asset value total return of
more than CPI + 5% per annum on a rolling five-year basis
once substantially invested.
-- The Company estimates that the IPO proceeds will directly
enable c.4 million tonnes of carbon sequestration from the
atmosphere from new afforestation planting. The Company
will seek to make a direct contribution in the fight against
climate change through forestry and afforestation carbon
sequestration initiatives and will seek opportunities to
preserve and enhance natural capital and biodiversity across
its portfolio.
The Investment Manager
-- The Company is to be managed by Richard Kelly and Robert
Guest of Foresight Group LLP ("Foresight Group"), a leading
infrastructure and private equity manager.
-- As investment manager, Foresight Group has been tracking
the UK and European forestry sector as an investment target
since 2016 with the aim of leveraging its sustainable infrastructure
expertise to develop its investment capability in the sector.
During the course of 2019, Foresight Group utilised its
extensive research to formulate its forestry investment
strategy, including developing its investment criteria,
acquisition strategy, valuation methodology and by developing
key relationships in the sector.
-- This investment strategy was then successfully implemented
during 2020 and 2021 via the Foresight Inheritance Tax Fund
("FITF"). Foresight Group has managed the acquisition of,
or holds exclusivity over, 11,700 hectares of UK forests
and afforestation opportunities valued at circa GBP130 million
(the "Seed Assets"), observes an annual forestry deal flow
of over GBP300 million, and has a strong live pipeline of
forestry investment opportunities in excess of GBP125 million.
-- IPO investors will be investing alongside the Foresight
Inheritance Tax Fund (which will be a cornerstone shareholder
of up to 29.99% of the issued share capital).
The Board
-- The Board of the Company will comprise Richard Davidson
(Chairman), Josephine Bush, Sarika Patel and Christopher
Sutton who together provide a broad, complementary skill
set and knowledge base for the Company.
-- The Company's prospective Chairman , Richard Davidson, has
a near 20-year track record investing in UK forestry. Since
his first forest purchase in 2004, Richard has been heavily
involved in the management of his own Scottish forestry
investments, including the planning and design of several
new planting projects. In addition, he is a partner in TFP,
one of the UK's largest private forestry owners and between
2016 and 2018, Richard was the chair of the investment committee
for Gresham House Forestry .
Richard was formerly a Partner and Manager of the Macro
Fund at Lansdowne Partners and prior to that was a Managing
Director and investment strategist at Morgan Stanley, where
he worked for 15 years. He is currently the Chairman of
two investment trusts, Miton Global Opportunities plc and
Aberforth Smaller Companies Trust plc and is the Convener
(Chairman) of the investment committee for the University
of Edinburgh, managing the investments of the third largest
university endowment in the UK.
-- Josephine Bush was a senior partner at EY for 14 years specialising
in the renewable energy sector. She built and led the UK
and Ireland Renewables Tax Practice, led on market leading
transactions such as structuring for the IPO of several
environmental yieldcos, and developed latterly the EY global
renewables business plan. She was a member of the Ernst
& Young Power and Utilities Board and UK&I Governance Board.
Josephine is a non-executive director for, and Chair of
the Audit, Risk and ESG committee of Vulcan Energy Resources
Ltd (AUX listed), a non-executive director of Net Zero Now
Ltd and a member of the investment committee of Gresham
Houses' sustainable infrastructure fund. She founded a not-for-profit,
Sustainability & You, to raise awareness of climate change
challenges and opportunities. She is a qualified solicitor,
and chartered tax advisor, as well as earning the CFA ESG
investing qualification and a sustainable finance certification.
She is a fellow of the Royal Geographic Society.
-- Sarika Patel is a business leader with nearly 30 years'
experience in a mixture of public and private organisations.
She is a Chartered Accountant and a Chartered Marketer.
Previously a partner at Zeus Capital, Sarika has been on
a host of public and private sector boards. Sarika is non-executive
director and Chair of the Audit Committee of Aberdeen Standard
Equity Income Trust plc and a non-executive director of
Sequoia Economic Infrastructure Income Fund Limited. Sarika
is also currently Chair of Action for Children, one of the
UK's leading charities for children, and a Board Member
of the Office for Nuclear Regulation where she chairs the
Audit, Risk and Assurance Committee.
-- Christopher Sutton was a Director of James Latham plc from
2005 until 2019. Quoted on the AIM Market of the London
Stock Exchange, James Latham, which was established in 1757,
is one of the UK's largest independent trade distributors
of timber, panels and decorative surfaces. Christopher is
currently the Chairman of Timber Development UK (a merger
between the Timber Federation and the Timber Research Development
Association). He is also a non-executive commercial director
of UNWASTED, a start-up company using recycled cardboard
to manufacture products for use in the construction sector.
Christopher also acts as a commercial board adviser to,
and ambassador for, the National Forest Company.
The IPO
-- The Prospectus for the proposed IPO is due to be released
in October 2021 and the close of the Initial Issue is expected
to take place in November 2021. The Company expects to apply
for admission of its Ordinary Shares to the premium listing
segment of the Official List of the Financial Conduct Authority
and to trade on the London Stock Exchange's main market
for listed securities. The Company intends to carry on business
as an investment trust.
-- Jefferies International Limited ("Jefferies") is acting
as Sole Sponsor, Global Coordinator and Bookrunner in relation
to the IPO.
-- Foresight Group's retail sales team will be leading on the
retail marketing of the launch and will be working closely
with PrimaryBid and Rothschild & Co., who will be advising
on the intermediaries offer. It is intended that the shares
will be available on the main UK retail platforms for those
interested investors.
-- The Company will uniquely offer the attractive investment
characteristics of UK forestry and afforestation in a direct
and liquid format, available to the everyday investor.
Richard Davidson, prospective Chairman of Foresight Sustainable
Forestry Company PLC, said:
"Foresight Sustainable Forestry Company's Board of Directors is
pleased to be able to bring this significant investment opportunity
for both institutional and retail investors to the equity capital
markets. Forestry provides a compelling investment opportunity,
meeting investor requirements on climate, sustainability and ESG
issues, inflation protection properties, and portfolio
diversification. Over the long term, managing a portfolio of
forestry assets is generally low risk, driven by growth in both
volume and value as the trees mature. We expect the significant
shortfall in timber in the UK to push up timber prices in the
coming years and are delighted to have Richard and Robert to manage
the portfolio on behalf of shareholders, overseen by a strong
independent Board."
Bernard Fairman, Executive Chairman and Co-Founder of Foresight Group, said:
"For some years now Foresight, as one of a very few significant
players in this sector, has been looking to scale up its forestry
investments in an appropriate structure for a wide range of
investors to participate in and this LSE Main Market listed
sustainable forestry company launch represents the next development
in that journey. Forestry is a real asset, and a natural and
growing store of value, independent of the economic cycle and if
ever there was a time for the world to embrace investment into more
trees, this is it. In the UK, we import the vast majority of our
sawn timber requirement, a situation which is not sustainable. The
UK and global economies are re-opening and demand for timber is
pushing significantly ahead of supply. There is an enormous drive
for us all to use more sustainable building and other products.
With international recognition that sustainable forestry and
afforestation can play a vital role in combatting climate change
through net C02 emissions reductions, we truly believe that this is
very much a fund of its time."
Foresight Group
Foresight Group was founded in 1984 and is a sustainable,
diversified asset manager. With a long-established focus on ESG and
sustainability-led strategies, it aims to provide attractive
returns to its institutional and private investors from
hard-to-access private markets. Foresight Group manages over 350
infrastructure assets (accounting for 90% of Foresight Group's AUM)
with a focus on solar and onshore wind assets, bioenergy and waste,
as well as renewable energy enabling projects, energy efficiency
management solutions, social and core infrastructure projects, and
sustainable forestry assets. Its private equity team manages
regionally focused investment funds across the UK, supporting 125
SMEs at the end of June 2021. Foresight Group operates from 12
offices across the UK, Europe and Australia with an AUM at end of
June 2021 of GBP7.8 billion. Foresight Group has a strong track
record of managing listed investment companies and is currently the
manager to two such entities, Foresight Solar Fund Limited and JLEN
Environmental Assets Group Limited, with combined assets under
management as at 30 June 2021 of GBP1.1 billion.
Forestry: Investment Opportunity Highlights
Investors and companies are currently facing an inflection
point, with calls for action on climate change becoming more urgent
by the day, sustainability and ESG considerations further gaining
in importance, and the risk of inflation increasing through
deglobalisation, supply chain bottlenecks, and monetary response to
COVID-19. In addition, 2020 saw the highest correlation across
asset classes and geographies in two decades[1], introducing higher
volatility into investment portfolios.
Forestry provides a unique investment opportunity, meeting
investor requirements on climate, sustainability and ESG issues,
inflation protection properties, and portfolio diversification.
Forestry is a real asset and a natural and growing store of value,
independent of the economic cycle. The Company's returns are
expected to be more than CPI + 5% per annum on a rolling five-year
basis, based on the NAV once substantially invested. The returns
are created by the capital appreciation of the underlying asset
freeholds and cash yield, which is generated by the sale of timber
from the harvesting of mature forest compartments, the value of
carbon units, opportunistic leases to renewable energy developers
and ecotourism.
Why UK Forestry?
-- Exacerbated supply and demand imbalances along with favourable
climatic suitability make the UK a highly attractive destination
for commercial forestry.
-- The UK is one of the least forested countries in Europe
(13 per cent. forest cover versus a European average of
46 per cent.) and global demand for timber products is expected
to quadruple by 2050[2] (,[3]) .
-- Forestry is an asset class with strong inflation-beating
characteristics and low correlations to other asset classes,
as well as to power prices.
-- Long-term macro-economic factors are expected to drive a
material capital appreciation opportunity enhanced further
by the opportunity to participate in the value investors
will receive from owning voluntary carbon credit units afforded
by investment in afforestation assets.
-- A truly sustainable asset class with exceptional sustainability
and ESG credentials.
Why Now?
-- Participating in the IPO directly contributes to combatting
climate change through the sequestration of over 4 million
tonnes of carbon[4].
-- Rapid expansion in corporate net zero pledges with demand
for carbon units forecast to increase by up to 100X by 2050
is expected to deliver annualised double-digit growth in
the price of voluntary carbon credits until 2030.
-- New UK Government grants and support for afforestation drive
step change in investment opportunities.
Why Foresight?
-- Established sustainable infrastructure and real estate investment
specialist that manages GBP7.8 billion, the majority of
which is within sustainable infrastructure assets, including
forestry[5].
-- Managing c.GBP1.1 billion in two Premium-listed investment
companies trading at a premium, with consistent payments
of growing dividends(5) and strong active asset management.
-- Attractive seed portfolio, assets under exclusivity and
proprietary investment pipeline as well as significant cornerstone
investment.
Inflation hedge
Recently bond yields have risen significantly, with the UK's
breakeven yield more than a percentage point ahead of the US,
implying strong anticipation of 'expected' inflation in the UK. UK
money supply has grown by 12% from GBP2.5 trillion to GBP2.8
trillion in the year to February 2021, whilst the UK's real GDP
fell by 1.6% in Q1-2021 and is 8.8% lower than pre-pandemic
levels[6](,[7],[8]) . In economic theory, increasing the money
supply faster than real output causes inflation as the growing pool
of capital acquires goods/services that are not supplied at the
same rate, putting upwards pressure on prices.
UK commercial timber prices have historically outstripped
inflation, offering an inflation hedge during current times of
unprecedented monetary and fiscal policy.
Returns and diversification
UK forestry investment returns were impressive over the decade
to the end of 2017, with annualised returns of 11.6%, 13.6% and
15.7% across 3, 5 and 10 year periods[9]. Strong performance in UK
forestry assets for the period 2017 to 2020 has also been
experienced, with compound annual growth in asset values of 16.9%
during that time frame[10].
Compared with renewable energy, forestry offers attractive,
risk-adjusted returns that are uncorrelated to power prices and
versus real estate, forestry offers uncorrelated returns. These low
correlations are driven by average annual biological tree growth of
3% to 4%, regardless of economic cycles.
Carbon sequestration
The Company estimates that the IPO proceeds will directly enable
c.4 million tonnes of carbon sequestration from the atmosphere from
new afforestation planting to support the fight against climate
change[11]. For each tonne of carbon sequestered (net of the
buffer), a carbon unit is expected to be generated in accordance
with the Woodland Carbon Code ("WCC"). Foresight expects to execute
a strategy for WCC units that generates maximum sustainability
credentials and value for Company shareholders. Future fundraising
by the Company after the IPO proceeds are deployed has the
potential to enable material further carbon sequestration via
additional afforestation.
ESG benefits
In addition to the contribution to the fight against climate
change, properly planned and managed commercial forest properties
offer other ESG benefits[12]:
-- Protected areas of rich natural habitat and biodiversity;
-- Clean water benefits;
-- Soil erosion, flood and landslide resilience;
-- Supporting rural jobs;
-- Supporting the UK economy through trade of timber; and
-- Active engagement, enabling educational and health benefits
for local communities.
Additionally, proper active management of forestry enables
recognition by the Forest Stewardship Council ("FSC") and Programme
for the Endorsement of Forest Certification ("PEFC"). FSC
certification indicates compliance with the highest social and
environmental standards on the market. PEFC is an international,
non-profit, non-governmental organisation which promotes
sustainable forest management through independent third-party
certification. Both certification programmes aim to protect forests
and ensure the timber is responsibly sourced.
The Company expects to achieve and will aim to exceed the
requirements of compliance with the EU Green Taxonomy and Article 9
of the Sustainable Finance Disclosure Regulation ("SFDR").
The Company will directly contribute to five of the United
Nations Sustainable Development Goals ("SDGs"):
Goal 3 (Health, Wellbeing); Goal 6 (Clean Water, Sanitation);
Goal 12 (Responsible consumption/production); Goal 13 (Climate
Action) and Goal 15 (Life on Land).
The Company is expected to qualify for the London Stock
Exchange's Green Economy Mark at Admission, which recognises
companies that derive 50% or more of their total annual revenues
from products and services that contribute to the global green
economy. The underlying methodology incorporates the Green Revenues
data model developed by FTSE Russell, which helps investors
understand the global industrial transition to a green and low
carbon economy with consistent, transparent data and indexes.
Foresight Group will apply its Sustainable Investment Criteria
when making investments and in the period of management following
investment to ensure that these (and the carbon sequestration)
characteristics and attributes within the Company's forestry
portfolio are maximised. In addition, Foresight Group, as
investment manager will report on its compliance with
sustainability and ESG on an annual basis.
The Seed Assets
The Seed Assets currently comprise 34 assets, diversified in
age, project type and geography, currently valued at circa GBP130
million. The Seed Assets extend across c.11,700 hectares
(equivalent to c.29,000 acres), with 86 per cent. by area located
in Scotland, 9 per cent. in Wales and 5 per cent. in England.
The Seed Assets comprise both existing standing forestry and
afforestation. 52 per cent. of the Seed Assets are mature standing
forestry assets (extending across c. 6,100 hectares); and 29 per
cent. of the Seed Assets are afforestation projects, that will be
planted (extending across c. 3,450 hectares). The remaining 19 per
cent. being mixed assets that contain some existing forestry
co-located with afforestation projects (extending c. 2,150
hectares). The age profile of the Seed Assets is diversified,
including compartments that are being actively felled and a
significant amount of unplanted afforestation land. Once all assets
are accounted for, the weighted average age of the Seed Forestry
Assets is 15 years.
There are over 80 hectares of Sites of Special Scientific
Interest designated land in the Seed Assets, most of which is
designated as ancient woodland. It is the intention of the Company
that this will be retained and treated in accordance with its
designation. There are also multiple cases of assets containing
Special Areas of Conservation, relating to waterways bisecting or
bordering an asset. These include protected habitats for otters and
Atlantic salmon and will again be treated in accordance with its
designation by the Company. In all cases, the Company will explore
methods and activities that will not only preserve but enhance
designated areas, through an active asset management approach. The
company will explore partnerships with market leading ecological
and bio-diversity specialists to support enhancement
activities.
All planted assets contain at least the Forestry Commission's
necessary amount (1 per cent.) of Long-Term Retention and Natural
Reserves stands. All assets are managed to PEFC and FSC standards
and are expected to qualify for certification by both standards.
For existing forestry acquisitions, it is anticipated that this
will be gained within 12 months of acquisition. For afforestation
acquisitions, this will be gained as soon after planting as
possible.
The Seed Assets are planted with a variety of species. More than
10 commercial species are used across the sites, and a wide variety
of natural broadleaves are selected in each case, dependent on
which species best suit the landscape.
Investment pipeline
Foresight Group has identified a number of specific
opportunities in line with the Company's investment policy which
are either, (i) under active discussion with the relevant
counterparties, or (ii) likely to be available for sale within the
12 months following Initial Admission. This pipeline represents a
total potential investment volume for the Company of GBP125
million.
As such, with the Seed Assets and investment pipeline, it is
anticipated that the full maximum proceeds raised at IPO would be
deployed well within 12 months.
Launch timing
The Prospectus for the proposed IPO is due to be released in
October 2021 and the close of the Initial Issue is expected to take
place in November 2021.
For further information, please contact:
Foresight Group LLP
Richard Kelly ( marketing@foresightgroup.eu ) +44 20 3667 8100
Robert Guest ( marketing@foresightgroup.eu )
Citigate Dewe Rogerson (PR advisor to Foresight)
Toby Moore ( toby.moore@citigatedewerogerson.com ) +44 7768 981763
Nick Reading ( nick.reading@citigatedewerogerson.com ) +44 7702 718740
Jefferies International Limited
Neil Winward
Lee Morton
Will Soutar +44 20 7029 8140
Rothschild & Co
Jeremy Wiseman +44 20 7653 0030
PrimaryBid
Charles Spencer
James Deal +44 20 4548 9455
IMPORTANT LEGAL INFORMATION
This announcement is a financial promotion and is not intended
to be investment advice. This announcement does not constitute, and
may not be construed as, an offer to sell or an invitation to
purchase investments of any description or a recommendation
regarding the issue or the provision of investment advice by any
party. No information set out in this announcement is intended to
form the basis of any contract of sale, investment decision or any
decision to purchase shares in the Company.
This announcement which has been prepared by, and is the sole
responsibility of, Foresight Group LLP, has been approved for the
purposes of section 21 of the Financial Services and Markets Act
2000 by Foresight Group LLP, which is authorised and regulated by
the FCA.
The target returns and dividends set out in this announcement
are targets only and are not profit forecasts. There can be no
assurance that these targets can or will be met and they should not
be seen as an indication of the Company's expected or actual
results or returns. The Company's ability to distribute dividends
will be determined by the existence of sufficient distributable
reserves, legislative requirements and available cash reserves.
Accordingly, investors should not place any reliance on these
targets in deciding whether to invest in Ordinary Shares or assume
that the Company will make any distributions at all.
The information in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may
be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. The material
contained in this announcement is given as at the date of its
publication (unless otherwise marked) and is subject to updating,
revision and amendment. In particular, any proposals referred to
herein are subject to revision and amendment.
Recipients of this announcement who are considering acquiring
Ordinary Shares following publication of the Prospectus are
reminded that any such acquisition must be made only on the basis
of the information contained in the Prospectus which may be
different from the information contained in this announcement. A
subscription for Ordinary Shares is subject to specific legal or
regulatory restrictions in certain jurisdictions. Persons
distributing this announcement must satisfy themselves that it is
lawful to do so. The Company assumes no responsibility in the event
that there is a violation by any person of such restrictions.
The Company may decide not to go ahead with the possible Initial
Issue and there is therefore no guarantee that a Prospectus will be
published, the Initial Issue will be made, or Admission will occur.
Potential investors should not base their financial decision on
this announcement. Acquiring investments to which this announcement
relates may expose an investor to a significant risk of losing all
of the amount invested. Persons considering making investments
should consult an authorised person specialising in advising on
such investments. This announcement does not constitute a
recommendation concerning a possible offer. The value of shares can
decrease as well as increase. Potential investors should consult a
professional advisor as to the suitability of a possible offer for
the person concerned.
This announcement may not be published, distributed or
transmitted by any means or media, directly or indirectly, in whole
or in part, in or into the United States. This announcement does
not constitute an offer to sell, or a solicitation of an offer to
buy, securities in the United States. The securities mentioned
herein have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "US Securities Act") or
with any securities regulatory authority of any state or other
jurisdiction of the United States and, subject to limited
exceptions, will not be offered, sold, exercised, resold,
transferred or delivered, directly or indirectly, in or into the
United States or to, or for the account or benefit of, any US
person (as defined under Regulation S under the US Securities Act).
The Company has not been, and will not be, registered under the
U.S. Investment Company Act of 1940, as amended. No public offering
of securities is being made in the United States.
Neither this announcement nor any copy of it may be taken or
transmitted into or distributed in any member state of the European
Economic Area, Canada, Australia, Japan or the Republic of South
Africa or to any resident thereof. Any failure to comply with these
restrictions may constitute a violation of the securities laws or
the laws of any such jurisdiction. The distribution of this
announcement in other jurisdictions may be restricted by law and
the persons into whose possession this announcement comes should
inform themselves about, and observe, any such restrictions.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements relate to matters
that are not historical facts regarding the Company's investment
strategy, financing strategies, investment performance, results of
operations, financial condition, prospects and the dividend
policies of the Company and the investments in which it will
invest. By their nature, forward-looking statements involve risks
and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. There are a number of factors that could cause actual
results and developments to differ materially from those expressed
or implied by these forward- looking statements. These factors
include, but are not limited to, changes in general market
conditions, legislative or regulatory changes, changes in taxation
regimes or development planning regimes, the Company's ability to
invest its cash in suitable investments on a timely basis and the
availability and cost of capital for future investments.
Jefferies International Limited ("Jefferies") is authorised and
regulated by the FCA and is acting exclusively for the Company and
for no one else in connection with the possible Initial Issue and
will not be responsible to anyone (whether or not a recipient of
this announcement) other than the Company for providing the
protections afforded to clients of Jefferies or for affording
advice in relation to the possible Initial Issue, the contents of
this announcement or any matters referred to herein. This does not
exclude any responsibility which Jefferies may have under FSMA or
the regulatory regime established thereunder.
Apart from the liabilities and responsibilities (if any) which
may be imposed on Jefferies by FSMA or the regulatory regime
established thereunder, Jefferies makes no representations, express
or implied, nor accepts any responsibility whatsoever for the
contents of this announcement nor for any other statement made or
purported to be made by Jefferies or on its behalf in connection
with the Company, the Ordinary Shares, the possible Initial Issue
or Admission. Jefferies and its affiliates accordingly disclaim all
and any liability (save for any statutory liability) whether
arising in tort or contract or otherwise which it or they might
otherwise have in respect of this announcement or any such
statement.
Subject to their respective legal and regulatory obligations
(including under the Prospectus Regulation Rules), the Company,
Foresight Group and Jefferies expressly disclaim any obligations or
undertaking to update or revise any forward-looking statements
contained herein to reflect any change in expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based unless required to do so by law
or any appropriate regulatory authority, including the Financial
Services and Markets Act 2000 ("FSMA"), the listing rules made by
the FCA under section 73A of FSMA (the "Listing Rules"), the rules
and regulations made by the FCA under Part VI of FSMA as amended
from time to time (the "Prospectus Regulation Rules"), the
disclosure guidance and transparency rules made by the FCA under
Part VI of FSMA (the "Disclosure Guidance and Transparency Rules"),
the UK version of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on the prospectus to
be published when securities are offered to the public or admitted
to trading on a regulated market which is part of UK law by virtue
of the European Union (Withdrawal) Act 2018, as amended by The
Prospectus (Amendment, etc) (EU Exit) Regulations 2019 (the
"Prospectus Regulation") and the UK version of on market abuse
which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended the Market Abuse Regula t ion
(EU) No. 596/2014 ("MAR").
None of the Company, Foresight Group, Jefferies, or any of their
respective affiliates, accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or
implied, as to this announcement, including the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company or associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of the announcement or its contents or
otherwise arising in connection therewith. The Company, Foresight
Group and Jefferies, and their respective affiliates, accordingly
disclaim all and any liability whether arising in tort, contract or
otherwise which they might otherwise have in respect of this
announcement or its contents or otherwise arising in connection
therewith.
[1] Bloomberg, Mar 2020, Investors are herding together like
never before in virus rout; Bloomberg, Jun 2020, JPMorgan warns on
market correlations at 20-year highs.
[2] Forestry Statistics 2020.
[3] World Bank
[4] Based on WCC calculator. Assumes that the c.40% allocation
to afforestation projects is sold and reinvested in new
afforestation projects every 8 - 12 years. Carbon is sequestered
over a 55-year period following the planting of each new
afforestation projects. Assumed on an investment trust size of
GBP150 million at IPO.
[5] As of 30 June 2021.
[6] Bloomberg Breakeven Yield Indices, Accessed 30th April
2021.
[7] Bloomberg: UK Money Supply M4, Year to February 2021.
[8] ONS - GDP First Quarterly Estimate, UK: January to March
2021.
[9] MSCI - IPD UK Forestry Index, Results for the year to 31st
December 2017.
[10] Source data: 2017, 2018, 2019 and 2020 UK Forest Market
Reports and Appendices, Tillhill and John Clegg & Co / Strutt
& Parker. CAGR measured on a weighted average GBP per
commercially stocked Hectare basis from transaction data.
[11] This is the equivalent of offsetting the carbon footprint
of 128,000 UK individuals for a year. Assuming 7.8 tCO(2) / person
/ year (from the Committee on Climate Change 6th Carbon
Budget).
[12] Forestry Commission, Social and environmental benefits of forestry, November 2004.
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