TIDMFSG
RNS Number : 7438Y
Foresight Group Holdings Limited
08 September 2022
LEI: 213800NNT42FFIZB1T09
8 September 2022
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DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. FOR IMMEDIATE
RELEASE
Completion of Acquisition of Infrastructure Capital Holdings Pty
Ltd ("Infrastructure Capital") and Issuance of New Shares
Foresight Group Holdings Limited ("Foresight", "Foresight
Group", the "Group") today announces the timely completion of its
acquisition of 100% of the issued share capital of Infrastructure
Capital, previously announced on 12 July 2022, following receipt of
regulatory approval from the Foreign Investment Review Board in
Australia and satisfaction of certain change of control
conditions.
The up-front consideration of A$105 million for the acquisition
has been satisfied through the payment of A$52.5 million in cash
and the issue of 7,937,879 new ordinary Foresight shares (the
"Consideration Shares") to Infrastructure Capital's shareholders.
The Consideration Shares equate in value to A$52.5 million (GBP29.9
million(1) ) at a fixed share price of c.376p (the volume weighted
average price over the 30 trading days ending on 11 July 2022). The
Consideration Shares will (subject to certain customary good leaver
exceptions) be subject to forfeiture if a seller ceases to be
employed or contracted by Infrastructure Capital during the next 3
years, with 100% of a seller's Foresight shares being forfeited if
this occurs prior to 30 September 2023, 66.66% from 30 September
2023 to 29 September 2024 and 33.33% from 30 September 2024 to 30
September 2025. The Consideration Shares are also subject to
lock-up provisions, with one-third of the total Consideration
Shares being released from lock-up each year for the next 3
years.
Application has been made for the admission of the Consideration
Shares, which will rank pari passu in all respects with the
Company's existing ordinary shares in issue, to the premium listing
segment of the Official List of the Financial Conduct Authority and
to trading on the main market for listed securities of the London
Stock Exchange (together, "Admission"). Admission is expected to
become effective and unconditional at 8am on 9 September 2022 with
dealings in the Consideration Shares expected to commence on the
same day.
Following Admission, the total number of ordinary shares of nil
par value each with voting rights in issue will be 116,271,212.
Bernard Fairman, Executive Chairman of Foresight Group Holdings
Limited, commented:
"I am delighted that the acquisition of Infrastructure Capital
is now completed. It is a transformational deal for Foresight and
one which will benefit all our stakeholders.
The acquisition is financially and strategically accretive, and
significantly increases our geographic reach. Foresight Group AUM
as at the 30 June 2022, when including the AUM of Infrastructure
Capital, would increase by GBP3.0 billion to GBP12.4 billion(2) .
We have been working closely with our new colleagues and look
forward to benefiting from the exciting opportunities that this
transaction will generate."
Foresight's next scheduled market announcement will be its half
year FY23 trading update on 11 October 2022.
Notes:
1. Converted from AUD to GBP at an exchange rate of 0.5687.
2. Based on Foresight Group unaudited AUM as at 30 June 2022 and
Infrastructure Capital's unaudited AUM as at 30 June 2022 converted
from AUD to GBP at an exchange rate of 0.5846 as at 7 September
2022.
For further information please contact:
Foresight Group Investors Citigate Dewe Rogerson
Liz Scorer Caroline Merrell / Toby Moore
+44 (0) 7852 210329 / +44 (0) 7768
981763
+44 (0) 7966 966956 caroline.merrell@citigatedewerogerson.com
ir@foresightgroup.eu /
toby.moore@citigatedewerogerson.com
About Foresight Group Holdings Limited
Foresight Group was founded in 1984 and is a leading listed
infrastructure and private equity investment 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 manages
over 330 infrastructure assets 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 ten regionally focused investment
funds across the UK and an SME impact fund supporting Irish SMEs.
This team reviews over 2,500 business plans each year and currently
supports more than 200 investments in SMEs. Foresight Capital
Management manages four strategies across six investment vehicles
with an AUM of over GBP1.6 billion.
Foresight operates from 13 offices across seven countries in
Europe and Australia with AUM of GBP12.4 billion*. Foresight Group
Holdings Limited listed on the Main Market of the London Stock
Exchange in February 2021. https://www.fsg-investors.com/
* Based on Foresight Group unaudited AUM as at 30 June 2022 and
Infrastructure Capital's unaudited AUM as at 30 June 2022 converted
from AUD to GBP at an exchange rate of 0.5846 as at 7 September
2022.
Disclaimer - Forward-looking statements
This statement, prepared by Foresight Group Holdings Limited
(the "Company"), may contain forward-looking statements about the
Company and its subsidiaries (the "Group"). Such forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "projects",
"estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
various or comparable terminology. Forward-looking statements
involve known and unknown risks, uncertainties, assumptions and
other factors which are beyond the Company's control and are based
on the Company's beliefs and expectations about future events as of
the date the statements are made. If the assumptions on which the
Group bases its forward-looking statements change, actual results
may differ from those expressed in such statements. 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, including those set out under
"Principal Risks" in the Company's annual report for the financial
year ended 31 March 2021. The annual report can be found on the
Company's website ( www.fsg-investors.com ). Forward-looking
statements speak only as of the date they are made. Except as
required by applicable law and regulation, the Company undertakes
no obligation to update these forward-looking statements. Nothing
in this statement should be construed as a profit forecast.
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END
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