TIDMFSG
RNS Number : 5032Q
Foresight Sustain. Forestry Co PLC
28 October 2021
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INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF
THE EEA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION,
DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF
ANY OFFER TO SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR
PURCHASE, ANY INVESTMENT IN ANY JURISDICTION. PLEASE SEE THE
SECTION ENTITLED "DISCLAIMER" TOWARDS THE OF THIS ANNOUNCEMENT.
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the prospectus (the "Prospectus") published by
Foresight Sustainable Forestry Company Plc (the "Company") and not
in reliance on this announcement.
A copy of the Prospectus will be subject to certain access
restrictions, available for inspection on the Company's website:
fsfc.foresightgroup.eu and at the registered office of the Company.
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.
28 October 2021
Foresight Sustainable Forestry Company Plc (the "Company")
Launch of Initial Public Offering
Initial institutional placing, offer for subscription and
intermediaries offer for up to 200 million Ordinary Shares at 100
pence per Ordinary Share
Foresight Sustainable Forestry Company Plc, an externally
managed investment company that will invest in UK forestry and
afforestation assets ("Forestry Assets"), today announces the
launch of its initial public offering ("IPO") on the Premium
Segment of the Official List and 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 ordinary shares (the "Ordinary Shares") at an
initial issue price of 100 pence per Ordinary Share (the "Issue
Price") (the "Initial Issue"). This announcement follows the
Company's Intention to Float announcement dated 6 September
2021.
The Initial Placing, Offer for Subscription and Intermediaries
Offer will open today and are expected to close on 18 November
2021. Initial Admission and the commencement of dealings in the
Ordinary Shares issued pursuant to the Initial Issue is expected to
take place at 8.00 a.m. on 24 November 2021.
Highlights
-- The Company is targeting a Net Asset Value total return
of more than CPI + 5 per cent. per annum on a rolling five
year basis, based on Net Asset Value once the Company is
substantially invested. The Company intends to invest in
Forestry Assets with cash flow typically re-invested for
further accretive growth.
-- The Company will be managed by Foresight Group LLP (the
"Investment Manager" or "Foresight Group") and intends to
carry on business as an investment trust. Foresight Group
is an established sustainable infrastructure and natural
capital investment specialist that already manages c.GBP7.8
billion, c.GBP6.5 billion of which is within sustainable
infrastructure and natural capital assets, including forestry.
The Foresight Group has a robust track record of managing
listed investment companies and is the investment adviser
to five listed investment companies. Of these, the largest
two sustainable investment companies are Foresight Solar
Fund Limited and JLEN Environmental Assets Group Limited,
with a combined Gross Asset Value as at 30 June 2021 of
c. GBP2.0 billion, each trading at a premium and with a
history of consistent payment of growing dividends and strong
active asset management.
-- The Company will uniquely offer the attractive investment
characteristics of UK forestry and Afforestation in a direct
and liquid format, available to both institutional and retail
investors. Details of the Intermediaries and investment
platforms through which retail investors can participate
in the IPO can be found on the Company's website under "How
to Invest" ( fsfc.foresightgroup.eu). IPO investors will
be investing alongside a subsidiary of the Foresight Inheritance
Tax Fund which will be a cornerstone shareholder of 29.99
per cent. of the issued share capital (subject to possible
scaling back in the event of the over subscription of the
Initial Issue).
-- The Company has entered into an Option Agreement pursuant
to the terms of which the Company has the option to acquire
the issued shares of Blackmead Forestry Limited ("BFL I")
and Blackmead Forestry II Limited ("BFL II"), the holding
companies for the Target Seed Forestry Assets. The Target
Seed Forestry Assets comprise 34 assets, diversified in
age, project type and geography, and valued at approximately
GBP138.0 million as at 1September 2021. The Target Seed
Forestry Assets extend across c.11,000 hectares (equivalent
to c.27,000 acres), with 85 per cent. by area located in
Scotland, 10 per cent. in Wales and 5 per cent. in England.
Further details of the Target Seed Forestry Assets are provided
below.
-- As part of a wide and ongoing deal sourcing campaign, 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
potential investment volume for the Company of more than
GBP115 million at the date of this announcement.
-- Jefferies International Limited ("Jefferies") is acting
as Sponsor, Global Coordinator and Sole Bookrunner in relation
to the IPO.
Richard Davidson, prospective Chairman of Foresight Sustainable
Forestry Company PLC, said:
"While UK forestry investment has previously seen high barriers
to entry, we are delighted that Foresight Sustainable Forestry
Company Plc is uniquely offering liquid access to UK forestry and
afforestation assets to both institutional and retail investors. As
well as the attractive dynamics of the timber market, investors
will also benefit from significantly increasing demand for carbon
credits and from forestry grant schemes and new UK government
support for afforestation. The government is targeting 30,000
hectares of UK afforestation each year until 2050 and if the
Company achieves its target issue size, it expects to have
initiated around 10,000 hectares of afforestation development
within the next year. It is our IPO investors who will provide the
enabling capital to make this happen, who will help unlock this
positive change and make a true sustainability, biodiversity and
ESG impact. We look forward to welcoming them in due course."
Bernard Fairman, Executive Chairman and Co-Founder of Foresight
Group, said:
"As calls for action on climate change become louder each day
and corporate net zero pledges continue to rise, forestry provides
a unique investment opportunity as a truly sustainable asset class
with exceptional ESG and sustainability credentials. Until now,
there has been no listed UK-focused forestry investment company
available to investors. The opportunity to invest in UK forestry
strategies has only been open to investors who were willing to lock
into relatively illiquid private structures, often with high
minimum investment thresholds, or to acquire forest properties
directly themselves. By launching Foresight Sustainable Forestry
Company Plc, we are seeking to provide a unique offering which, as
well as delivering attractive returns, has the potential to drive
progressive sustainability results in the UK forestry industry over
the coming years."
The Investment Opportunity
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.
Foresight Group believes 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 is targeting returns of more than CPI + 5 per cent. per
annum on a rolling five-year basis, based on the Net Asset Value
once substantially invested. It is intended that the returns will
be created by the capital appreciation of the underlying asset
freeholds (timber asset value increases as well as value creation
as Afforestation assets successfully pass through project
development milestones) and cash yield, which is generated by the
sale of timber from the harvesting of mature forest compartments,
the value of Carbon Credits, and, on a more ancillary basis,
opportunistic leases to renewable energy developers and
ecotourism.
Why UK Forestry?
-- An exacerbated supply and demand imbalance 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 compared to the 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
and 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 Credits afforded
by investment in Afforestation assets.
-- Forestry is a truly sustainable asset class with exceptional
sustainability and ESG credentials.
Why now?
-- Participating in the Company's IPO directly will contribute
to combatting climate change through the additional sequestration
of over 4 million tonnes of carbon[4].
-- Rapid expansion in corporate net zero pledges with demand
for Carbon Credits forecast to increase by up to 100x by
2050 and expected to deliver annualised double-digit growth
in the price of voluntary Carbon Credits until 2030.
-- The Green Finance Institute has estimated that the Finance
Gap for UK Nature is GBP56 billion in the central estimate.
Protecting and restoring biodiversity accounts for GBP19
billion of this, climate mitigation through bio-carbon accounting
for GBP20 billion, improvement and engagement with the natural
environment account for GBP7 billion. Foresight Group believes
that Commercial Forestry can contribute to these finance
gaps and forestry grant schemes and new UK government support
for Afforestation will drive a step change in investment
opportunities. With UK Afforestation targets of 30,000 hectares
per annum until 2050 this represents a market opportunity
and requirement for capital commitment worth at least GBP10
billion. Including the Target Seed Forestry Assets, assuming
the Company achieves its target issue size the Company intends
to invest up to 10,000 hectares in its first year into Afforestation
projects, contributing 1/3rd of the annual target of the
UK government.
-- In Foresight Group's view, the combination of, (i) the government
drive for Afforestation, (ii) the uncertainty that the Brexit
farming subsidies transition creates for existing landowners,
and (iii) the long-term capital commitment and design complexity
of Afforestation schemes creates a material market opportunity
at this time for the Company to play a significant and positive
role in contributing to increased biodiversity levels, climate
change mitigation, and increased supply of much needed sustainable
timber in the UK.
Why the Foresight group?
-- The Foresight group is an established sustainable infrastructure
and natural capital investment specialist that already manages
c.GBP7.8 billion, c.GBP6.5 billion of which is within sustainable
infrastructure and natural capital assets, including forestry.
-- The Foresight group has a robust track record of managing
listed investment companies and is the investment adviser
to five listed investment companies. Of these, the largest
two sustainable investment companies are Foresight Solar
Fund Limited and JLEN Environmental Assets Group Limited,
with a combined Gross Asset Value as at 30 June 2021 of
c. GBP2.0 billion, each trading at a premium and with a
history of consistent payment of growing dividends and strong
active asset management.
-- The Foresight group has access to an attractive seed portfolio,
assets under exclusivity and a proprietary investment pipeline.
The Target Seed Forestry Assets
The Target Seed Forestry Assets comprise both existing Standing
Forests and Afforestation assets. 59 per cent. of the Target Seed
Forestry Assets are mature Standing Forests; and 38 per cent. of
the Target Seed Forestry Assets are Afforestation projects, that
will be planted; the remaining 3 per cent. of the portfolio is made
up of mixed assets (ie. existing forestry with adjacent
Afforestation potential as part of the same property). The age
profile of the Target Seed Forestry Assets is very varied,
including compartments that are being actively harvested and a
significant amount of unplanted Afforestation land. Once all assets
are accounted for, the weighted average age of the Target Seed
Forestry Assets is 19 years.
By number of assets (rather than area), the Target Seed Forestry
Assets are weighted towards Scotland, with 23 (68 per cent.) of the
34 Forestry Assets located in Scotland; 9 (26 per cent.) located in
Wales and 2 (6 per cent.) located in England.
The Target Seed Forestry Assets are planted with a variety of
species. More than 10 commercial species are used across the sites,
and a wide variety of native broadleaves are selected in each case,
dependent on which species best suit the landscape. There are also
areas of open ground and open water, much of which has potential
for biodiversity and other enhancements.
The Target Seed Forestry Assets have been valued by Savills
following the Royal Institution of Chartered Surveyors (RICS) Red
Book principles.
The below provides details of the valuations.
Target company Value (approx. GBP million)
Forestry Assets held by BFL I GBP118.4
Forestry Assets held by BFL II GBP19.6
Total Target Seed Forestry Assets GBP138.0
The Company has entered into an Option Agreement, pursuant to
the terms of which the Company has the option to acquire 100 per
cent. of the Target Seed Forestry Assets through the acquisition of
the shares in BFL I and BFL II.
The Option Agreement may be exercised at the discretion of
Company and is subject to completion of due diligence and the
agreement of satisfactory purchase agreement(s).
On-going annual expenses
The Company will also incur ongoing annual expenses which will
include fees paid to the Investment Manager and other service
providers in addition to other expenses which are currently
expected to amount to 1.3 per cent. of Net Asset Value per annum
(excluding all costs associated with making and realising
investments) assuming a Net Asset Value on Initial Admission of
GBP196 million.
Issue Statistics
Issue Price per Ordinary Share 100 pence
Target number of new Ordinary Shares being Up to 200 million
issued
Initial Gross Proceeds(*) GBP200 million
Estimated Net Proceeds(*) GBP196 million
Estimated Net Asset Value per Ordinary Share 98 pence
at Initial Admission(*)
Maximum size of the Placing Programme 200 million shares
Maximum Placing Programme Price in respect at least Net Asset
of Ordinary Shares Value per Ordinary
Share (published or
estimated, as applicable)
plus a premium intended
to at least cover the
costs and expenses
of the relevant Subsequent
Placing (including,
without limitation,
any placing commissions)
Placing Programme Price in respect of the 100 pence
C Shares
*Assuming Initial Gross Proceeds of GBP200 million. The Minimum
Gross Proceeds are GBP130 million (or such lesser amount as the
Company, the Investment Manager and Jefferies agree). The number
of Ordinary Shares to be issued pursuant to the Initial Issue,
and therefore the Initial Gross Proceeds and the Net Proceeds,
are not known as at the date of this announcement but will be
notified by the Company via a Regulatory Information Service prior
to Initial Admission. If the Initial Issue does not proceed (because
the Minimum Gross Proceeds (or such lesser amount as the Company,
the Investment Manager and Jefferies agree) are not raised or
otherwise), subscription monies received will be returned without
interest (at the risk of the applicant) to the applicant from
whom the money was received, within 14 calendar days. In the event
that such dates change, the Company will notify investors who
have applied for Ordinary Shares of changes to the timetable either
by post, by electronic mail or by the publication of a notice
through a Regulatory Information Service.
Expected Initial Issue Timetable
Publication of this document and Initial 28 October 2021
Placing, Offer for Subscription and
Intermediaries Offer open
Latest time and date for applications 11.00 a.m. on 18 November
under the Offer for Subscription (including 2021*
the Intermediaries Offer)
Latest time and date for receipt of 3.00 p.m. on 18 November
commitments under the Initial Placing 2021
Announcement of the results of the 8.00 a.m. on 23 November
Initial Issue 2021
Initial Admission and dealings in the 8.00 a.m. on 24 November
Ordinary Shares issued pursuant to 2021
the Initial Issue commence
Crediting of CREST stock accounts in 24 November 2021
respect of the Ordinary Shares issued
pursuant to the Initial Issue
Where applicable, definitive share week commencing 6 December
certificates despatched in respect 2021 (or as soon as possible
of the Ordinary Shares thereafter)
*Applicants under the Intermediaries Offer are advised to check
with their Intermediary as certain Intermediaries will close their
offer period sooner in the day
Expected Placing Programme Timetable
Placing Programme opens 24 November 2021
Announcement of the results of each as soon as practicable
Subsequent Placing after the closing of each
Subsequent Placing pursuant
to the Placing Programme
Admission and crediting of CREST stock as soon as practicable
accounts in respect of each Subsequent after the closing of each
Placing Subsequent Placing pursuant
to the Placing Programme
Share certificates despatched in respect approximately one week
of Shares issued pursuant to each Subsequent after the Admission of
Placing (if applicable) Shares pursuant to a Subsequent
Placing
Placing Programme closes and last date 27 October 2022
for Shares to be issued pursuant to
the Placing Programme
The dates and times specified are subject to change subject to
agreement between the Company, the Investment Manager and
Jefferies. All references to times in this document are to London
time unless otherwise stated. Any changes to the expected timetable
will be notified by the Company via a Regulatory Information
Service.
Dealing codes
The dealing codes for the Ordinary Shares will be as
follows:
ISIN GB00BMDPKM71
SEDOL BMDPKM7
Ticker FSF
The dealing codes for the C Shares will be as follows:
ISIN GB00BMDTQF47
SEDOL BMDTQF4
Ticker FSFC
Further details of the IPO will be set out in the Prospectus,
which, once approved by the FCA is expected to be made available
for viewing at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website fsfc.foresightgroup.eu. The Company will release
a further announcement upon the publication of the Prospectus. The
Initial Issue is being conducted in accordance with the terms and
conditions to be set out in the Prospectus. Any capitalised terms
used but not otherwise defined in this announcement have the
meaning set out in the Prospectus.
The Investment Manager has determined that the Company is
subject to Article 9 of the EU Sustainable Finance Disclosure
Regulation.
The Company's investment objective stipulates the targeted
sustainable impact it aims to achieve through predominantly
investment in sustainably managed Forestry Assets (including
Standing Forests and Afforestation assets). The Company will seek
to make a direct contribution in the fight against climate change
through forestry and Afforestation carbon sequestration
initiatives. The Company will seek to preserve and proactively
enhance natural capital and biodiversity across its portfolio.
The SFDR Product Disclosure in relation to the Company can be
viewed at fsfc.foresightgroup.eu.
Risks
Prospective investors should consider the suitability of such
investment in consideration of their own investment objectives,
attitude and appetite to risk. The attention of investors is drawn
to the risks associated with an investment in the Ordinary Shares
which are detailed in the Company's Prospectus. These risks include
the following.
-- The value of an investment in the Company, and the returns
derived from it, if any, may go down as well as up and an
investor may not get back the amount invested.
-- The Company's investment portfolio may not perform as anticipated
at the time of investment and may be loss-making.
-- The market price of the Ordinary Shares may fluctuate independently
of their Net Asset Value and the Ordinary Shares may trade
at a discount or premium to their Net Asset Value at different
times and it may be difficult for Shareholders to realise
their investment.
LEI: 213800W5S9JG5JFGYO91
For further information, please contact:
Foresight Sustainable Forestry Company plc
Robert Guest
Richard Kelly
marketing@foresightgroup.eu +44 20 3667 8100
Jefferies International Limited
Neil Winward
Will Soutar +44 20 7029 8000
Citigate Dewe Rogerson
Toby Moore (toby.moore@citigatedewerogerson.com)
Nick Reading ( nick.reading@citigatedewerogerson.com +44 7768 981763
) +44 7702 718740
Disclaimer
This is a financial promotion and is not intended to be
investment advice. The content of this announcement, which has been
prepared by and is the sole responsibility of the Company, has been
approved by Foresight Group LLP (the 'Investment Manager') solely
for the purposes of section 21(2)(b) of the Financial Services and
Markets Act 2000 (as amended). The Investment Manager is authorised
and regulated by the Financial Conduct Authority ("FCA"), under
reference number 198020, and its registered office is at The Shard,
32 London Bridge Street, London, SE1 9SG.
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the prospectus published by the Company (and in any
supplementary prospectus) (the "Prospectus") and not in reliance on
this announcement. Investors should read the Prospectus before
making an investment decision in order to fully understand the
potential risks and rewards associated with the decision to invest
in ordinary shares in the Company (the "Ordinary Shares"). Approval
of the Prospectus by the Financial Conduct Authority should not be
understood as an endorsement of the Ordinary Shares. When made
generally available, copies of the Prospectus may, subject to any
applicable law, be obtained from the registered office of the
Company and will be made available for viewing at the National
Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website. This announcement does not constitute, and may
not be construed as, an offer to sell or an invitation to purchase
investments of any description, 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 Ordinary Shares in the Company.
Jefferies International Limited ("Jefferies") is authorised and
regulated in the United Kingdom by the Financial Conduct Authority.
Each of the Investment Manager and Jefferies is acting exclusively
for the Company in connection with the matters described in this
announcement and neither the Investment Manager nor Jefferies is
acting for or advising any other person, or treating any other
person as their respective client, in relation thereto and neither
the Investment Manager nor Jefferies will be responsible for
providing the regulatory protection afforded to their respective
clients or advice to any other person in relation to the matters
contained herein. This does not exclude any responsibilities or
liabilities of Jefferies under the Financial Services and Markets
Act 2000 (FSMA) or the regulatory regime established
thereunder.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein may not be offered
or sold in the United States, except pursuant to an applicable
exemption from registration. No public offering of securities is
being made in the United States.
The Ordinary Shares have not been and will not be registered
under the United States 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 may not
be offered, sold, resold, pledged, delivered, distributed or
otherwise transferred, directly or indirectly, into or within the
United States. Outside the United States, the Ordinary Shares may
be sold to persons who are not "US Persons", as defined in and
pursuant to Regulation S under the US Securities Act ("US
Persons"). The Company has not been and will not be registered
under the US Investment Company Act and investors are not and will
not be entitled to the benefits of the US Investment Company
Act.
In addition, the Ordinary Shares have not been, nor will they
be, registered under the applicable securities laws of Australia,
Canada, New Zealand, the Republic of South Africa or Japan. Subject
to certain exceptions, the Ordinary Shares may not be offered or
sold in, Australia, Canada, New Zealand, the Republic of South
Africa, Japan or any member state of the EEA (other than to
professional investors in certain EEA member states in which the
Company is registered with the national private placement regime)
or to, or for the account or benefit of, any national, resident or
citizen of the United States, Australia, Canada, New Zealand, the
Republic of South Africa, Japan or any member state of the EEA
(other than to professional investors in certain EEA member states
in which the Company is registered with the national private
placement regime). The issue of Ordinary Shares to investors
subscribing for Ordinary Shares, and 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.
The value of shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than
you originally invested. Figures refer to past performance and past
performance is not a reliable indicator of future results. Returns
may increase or decrease as a result of currency fluctuations.
This announcement may include 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", "targeting" or
"should" or, in each case, their negative or other variations or
comparable terminology. All statements other than statements of
historical facts included in this announcement, including, without
limitation, those regarding the Company's financial position,
strategy, plans, proposed acquisitions and objectives, are
forward-looking statements.
Forward-looking statements are subject to risks and
uncertainties and, accordingly, the Company's actual future
financial results and operational performance may differ materially
from the results and performance expressed in, or implied by, the
statements. These factors include but are not limited to those
described in the Prospectus. These forward-looking statements speak
only as at the date of this announcement and cannot be relied upon
as a guide to future performance. The Company, the Investment
Manager and Jefferies expressly disclaim any obligation or
undertaking to update or revise any forward-looking statements
contained herein to reflect actual results or any change in the
assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, EU Prospectus Regulation (2017/1129)
which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018 (as amended and supplemented from time to
time (including, but not limited to, by the UK Prospectus Amendment
Regulations 2019 and The Financial Services and Markets Act 2000
(Prospectus) Regulations 2019), the Prospectus Regulation Rules of
the Financial Conduct Authority, the UK version of Regulation (EU)
No 596/2014 of the European Parliament and of the Council on 16
April 2014 on market abuse which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018 (as amended and supplemented
from time to time) or other applicable laws, regulations or
rules.
None of the Company, the Investment Manager, 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, the
Investment Manager, 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.
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 Ordinary Shares have been
subject to a product approval process, which has determined that
the Ordinary Shares to be issued pursuant to the Initial 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 Ordinary Shares may decline
and investors could lose all or part of their investment; the
Ordinary Shares offer no guaranteed income and no capital
protection; (b) an investment in the 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 Initial 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 Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
PRIIPS REGULATION
In accordance with the PRIIPs Regulation, a Key Information
Document in respect of the Ordinary Shares has been prepared by the
Investment Manager and is available to investors at
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[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 Commission Forestry Statistics 2020.
[3] World Bank - Forest Action Plan FY16-20.
[4] Based on WCC calculator. Assumes that the c.40 per cent.
allocation to Afforestation projects is sold and reinvested in new
Afforestation projects every 8 - 12 years during a 40 year time
frame. Carbon is sequestered over a 55-year period following the
planting of each new Afforestation projects.
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