TIDMFSG

RNS Number : 5032Q

Foresight Sustain. Forestry Co PLC

28 October 2021

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR 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 fsfc.foresightgroup.eu. If you are distributing the Ordinary Shares, it is your responsibility to ensure that the Key Information Document is provided to any clients that are "retail clients" pursuant to the PRIIPs Regulation.

The Investment Manager is the only manufacturer of the Ordinary Shares for the purposes of the PRIIPs Regulation and Jefferies is not a manufacturer for these purposes. Jefferies makes no representations, express or implied in respect of, and does not or accept any responsibility whatsoever for the contents of any Key Information Documents prepared by the Investment Manager. Furthermore, Jefferies does not accept any responsibility to update the contents of any Key Information Documents in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such Key Information Documents to future distributors of Ordinary Shares. Jefferies and its affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of any Key Information Documents prepared by the Investment Manager. Prospective investors should note that the procedure for calculating the risks, costs and potential returns in the Key Information Document are prescribed by laws. The figures in the Key Information Document may not reflect actual returns for the Ordinary Shares and anticipated performance returns cannot be guaranteed.

[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.

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 or visit 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.

END

MSCUBAORASURUUA

(END) Dow Jones Newswires

October 28, 2021 02:00 ET (06:00 GMT)

Foresight (LSE:FSG)
Historical Stock Chart
From Dec 2021 to Jan 2022 Click Here for more Foresight Charts.
Foresight (LSE:FSG)
Historical Stock Chart
From Jan 2021 to Jan 2022 Click Here for more Foresight Charts.