Foresight Group Holdings Limited Commencement of share buyback programme (6009R)
28 October 2023 - 2:44AM
UK Regulatory
TIDMFSG
RNS Number : 6009R
Foresight Group Holdings Limited
27 October 2023
Foresight Group Holdings Limited - Commencement of share buyback
programme
LEI: 213800NNT42FFIZB1T09
27 October 2023
Foresight Group Holdings Limited
Commencement of share buyback programme
Foresight Group Holdings Limited ("Foresight", the "Company" or
the "Group"), a sustainability-led infrastructure and private
equity investment manager, is pleased to announce that it has
appointed Numis Securities Limited (which is trading for these
purposes as Deutsche Numis) ("Deutsche Numis") to conduct a share
buyback programme of up to GBP5 million for Foresight (in
accordance with certain pre-set parameters) (the "Share Buyback")
to buy back (repurchase) Ordinary Shares (as defined in Foresight's
articles of incorporation) (the "shares" or "Ordinary Shares") in
the capital of Foresight. Deutsche Numis will be authorised by the
board of directors of Foresight (the "Board") to make trading
decisions in relation to the Share Buyback independently of
Foresight.
The Share Buyback will take place within the limitations of the
authority granted to the Board of Foresight at its annual general
meeting ("General Authority"), held on 10 August 2023 (the "AGM"),
pursuant to which the maximum number of shares which may be bought
back is 11,627,121.
About the Share Buyback
-- The Share Buyback will be financed through existing cash
resources.
-- The aggregate number of Ordinary Shares acquired by the
Company pursuant to the Share Buyback shall not exceed the
maximum number of Ordinary Shares which the Company is authorised
to purchase pursuant to the General Authority.
-- In accordance with the General Authority, the maximum price
paid per Ordinary Share acquired by the Company pursuant
to the Share Buyback is to be no more than the higher of
(i) 105% of the average middle market closing price of an
Ordinary Share on the London Stock Exchange for the five
business days preceding the date of purchase; and (ii) the
higher of the price of the last independent trade of an
Ordinary Share, and the highest independent bid for the
Ordinary Shares as derived from the London Stock Exchange
Trading System at the time of the purchase. Further, in
accordance with the General Authority the minimum price
payable per Ordinary Share acquired by the Company pursuant
to the Share Buyback is GBPnil.
-- The Share Buyback will commence on the date of this announcement
and will continue until the earlier of the expiration of
the General Authority or until the number of Ordinary Shares
equal to the maximum pecuniary amount have been purchased
under the Share Buyback or the process is terminated or
paused .
-- The purchased Ordinary Shares will be held by the Group
in treasury at the Group's discretion for later reissue
or cancellation. Shares held in treasury are, subject to
the Companies (Guernsey) Law, 2008, not entitled to distributions
or dividends and the rights and obligations of such shares
shall be suspended (including any voting rights at the Group's
general meetings).
-- Shareholders approved a waiver of Rule 9 of the Takeover
Code at the AGM. If the General Authority was exercised
in full, as the concert party of Bernard Fairman, Gary Fraser
and David Hughes are not participating, their aggregate
shareholdings would increase from 34.1% to 37.9%.
-- Share repurchases will take place in open market transactions
and may be made from time to time depending on market conditions,
share price and trading volume. There is no certainty that
any buybacks will be completed. The Share Buyback may be
paused at any time if deemed appropriate by Deutsche Numis
with respect to the market conditions.
-- The Company confirms that it is not in a closed period and
currently has no unpublished inside information.
-- The Share Buyback will operate in accordance with and under
the terms of the relevant General Authority, and within
the regulatory limit on the quantity of Ordinary Shares
the Company may purchase on a single day. The Share Buyback
will be conducted within the parameters of the Market Abuse
Regulation 596/2014/EU and the delegated regulations made
pursuant to it (as incorporated into English law by virtue
of the European Union (Withdrawal) Act 2018 and as amended
from time to time).
-- However, there will be circumstance where the Group conducts
share repurchases such that they exceed 25 per cent of the
average daily volume in Ordinary Shares for the 20 trading
days prior to the share repurchase.
-- As at 26 October 2023, the Group's total issued share capital
consisted of 116,271,212 Ordinary Shares, with one voting
right per share. The Group does not as at this date hold
any Ordinary Shares in treasury. Therefore, the total number
of voting rights in the Group was 116,271,212.
The Board has determined that the commencement of a share
buyback programme is an optimal use of cash resources and is in the
best interests of the Company and its shareholders.
For further information please contact:
Foresight Group Investors
Liz Scorer / Ben McGrory
+44 (0) 7966 966956 / +44 (0) 7443 821577
ir@foresightgroup.eu
Deutsche Numis
Stephen Westgate / Charles Farquhar
+44 (0) 207 260 1000
Citigate Dewe Rogerson
Caroline Merrell / Toby Moore
+44 (0) 7852 210329 / +44 (0) 7768 981763
caroline.merrell@citigatedewerogerson.com /
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 400 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 eleven 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 250 investments in SMEs. Foresight
Capital Management manages four strategies across seven investment
vehicles.
Foresight operates in eight countries across Europe, Australia
and United States with AUM of GBP12.1 billion (*) . Foresight Group
Holdings Limited listed on the Main Market of the London Stock
Exchange in February 2021 and is a constituent of the FTSE250
index. https://www.foresightgroup.eu/shareholders
(*) Based on unaudited AUM as at 30 September 2023.
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
POSEASEXALLDFFA
(END) Dow Jones Newswires
October 27, 2023 11:44 ET (15:44 GMT)
Foresight (LSE:FSG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Foresight (LSE:FSG)
Historical Stock Chart
From Apr 2023 to Apr 2024
