FORESIGHT SOLAR & INFRASTRUCTURE VCT PLC ORD 1P Foresight Solar & Infrastructure Vct Plc : Publication Of A Letter To Ordinar...
08 December 2016 - 11:49PM
UK Regulatory
TIDMFTSV
Foresight Solar & Infrastructure VCT PLC ("Company")
Publication of a Letter to Ordinary Shareholders
The board of the Company ("Board") is pleased to announce the
publication of a Letter to Ordinary Shareholders with respect to the
options available to them either remain invested or exit their holdings
in the Ordinary Shares of the Company.
The letter is published in full below and a copy of the letter will be
shortly available for inspection on both the Foresight Group LLP website
(www.foresightgroup.eu) as well as at the National Storage Mechanism
(www.morningstar.co.uk/uk/nsm).
For further information, please contact:
Gary Fraser
Foresight Group LLP
Telephone: 020 3667 8100
This document is for the attention of the holders of ordinary shares of
1p each ('Ordinary Shares') in the capital of Foresight Solar &
Infrastructure VCT plc ('the Company').
This document is important and requires your immediate attention. If you
are in any doubt as to any aspect of this document or as to any action
you should take, you are recommended to seek financial advice from an
independent financial adviser authorised under the Financial Services &
Markets Act 2000 ('FSMA').
If you have sold or otherwise transferred all of your Ordinary Shares,
please pass this document to the purchaser or transferee, or to the
person who arranged the sale or transfer so that they can pass the
document on to the person who now owns the Ordinary Shares.
Letter to Ordinary Shareholders from David Hurst-Brown, Chairman
8 December 2016
Dear Shareholder,
Foresight Solar & Infrastructure VCT plc (formerly Foresight Solar VCT
plc)
Ordinary Shareholder Option to Remain Invested or Exit
The fifth anniversary of the final closing of the original public offer
for subscription for the Ordinary share class of the company occurred on
8(th) November 2016.
Given this, and as we explained in correspondence at the start of the
year, Foresight, the Company's investment manager, has undertaken an
exercise to explore options to facilitate the realisation of part or all
of each investor's shareholding, to give investors the choice of selling
some or all of their shares back to the Company, or remain invested for
the longer term to take advantage of tax-free dividends for qualifying
holders. Such options include selling or refinancing the solar assets
as the current low interest rate environment presents the opportunity to
raise relatively cheap debt in order to generate a value uplift prior to
an ultimate exit of the solar assets.
As promised, we are now writing to you to determine your choice of
whether you wish to sell your shares at the first available opportunity
or whether you wish to remain fully or partially invested for a further
period of time. Your response will be binding so that we can action the
requests of all shareholders. Attached to this letter is a response form
for you to complete and indicate how many, if any, shares you might like
to sell.
We have previously stated that we are confident we will be able to
satisfy those investors seeking to sell some or all of their shares.
However in certain circumstances, particularly if a large number of
investors elect to sell, it may be possible that either (i) we are
unable to meet the demands of those investors who wish to remain
invested if it is uneconomic to run a small investment portfolio in
particular if we receive attractive offers for the outright sale of
assets; or (ii) we might be unable to meet all of the demands for
liquidity within the planned timescale for those investors wanting to
sell.
Also it is important to note that we cannot predict the exact timing or
price of the exit opportunity. Your total return will depend on prices
achieved on the ultimate sale of the solar assets and we continue to
work hard to maximize the value of the portfolio.
To discuss your options in more detail we would strongly recommend that
you contact your FCA Authorised adviser.
The final page of this letter asks you to select your chosen option.
Please make your choice, sign the form and return it to us in the
pre-paid envelope provided. Your response will be binding and will need
to be received by no later than 15(th) January 2017.
Once responses have been received and collated, it is expected that the
Company will convene a general meeting to be held in the first quarter
of 2017 at which shareholders' approval will be sought for the exact
mechanics of the optimal liquidity scheme. The scheme selected will
depend, amongst other things, on the number of shares that shareholders
tell us they want to sell in accordance with the 'Shareholder Options'
described below and it may be that a shareholder-approved buyback is
the most efficient method. As part of the scheme for returning capital
to investors, it is expected that a composite resolution will be
proposed at the general meeting which will also approve, subject to the
achievement of the target return to shareholders, the payment of a
performance incentive fee to Foresight as set out in the original
prospectus.
Option to Remaining Invested
As set out in the original prospectus, we believe that some investors
may wish to stay invested for the longer- term to take advantage of the
potential stream of tax-free future dividends from the 25-year income
profile of solar power assets. The potential benefits of remaining
invested are set out below.
Shareholders' Options
We anticipate that the first liquidity event (the "First Planned Exit
Date"), will occur between March and July 2017. Relevant points to
consider when evaluating your options regarding the First Planned Exit
Date are:
-- For Ordinary Shares you elect to sell:
-- We anticipate shares will be acquired by the Company at a price in
the range of GBP0.95 to GBP1.01 per share. This assumes that total
dividends paid to ordinary shareholders by such date will be 29p,
of which 23p has already been paid. This would generate a total
return since original investment of GBP1.24 to GBP1.30 at such
point; and
-- Shares will be acquired at net asset value.
-- For Ordinary Shares you elect to remain invested:
-- We believe that very few asset classes can deliver such
predictable, non-equity correlating returns as solar PV power.
Further, the VCT has substantial exposure to Feed-in-Tariff
subsidised power plants which provide the most predictable of
income streams available to solar power;
-- The performance of Foresight Solar and Infrastructure "O" Shares
has been strong since launch and the Board remains confident that
the VCT can continue to deliver dividends of at least 6p per annum
in the long term;
-- Shares that remain in the VCT will continue to deliver to
qualifying holders tax-free dividends with potential for tax-free
capital growth at a time when there are limited possibilities to
access lower risk asset classes within tax advantageous
structures; new VCT fund raises cannot be invested into solar PV
generating assets, or indeed any energy generating assets;
-- The Investment Manager, Foresight Group, has substantial
experience in overseeing solar assets via its in-house team of
engineers and specialist portfolio managers and will actively
manage the portfolio in order to continually optimize performance;
and
-- We intend to offer further liquidity at net asset value within two
years from the First Planned Exit Date.
For the avoidance of doubt at this point only Ordinary shares of the
Company can be sold under this proposal. Planned liquidity events for
other share classes, such as C shares and D shares, will be provided
after the relevant 5 year anniversaries have passed.
Action Points
-- Tick one box in the form overleaf with your binding preference;
-- Print your name, sign and date the form; and
-- Return the completed form in the pre-paid envelope provided by 15 January
2017.
Please note that where forms are received blank, where no forms are
received at all, or if forms are received late, we will assume that you
wish to remain invested.
This letter was originally sent to ordinary shareholders on 14 November
2016, but we omitted to publish it on our website. We have been made
aware that some shareholders did not receive this letter, therefore we
have now published the letter via the regulatory news service and it
will be available on the Company's website. If you have already
completed your form and submitted your decision, you do not need to take
any further action.
Although we cannot under any circumstances give advice should you have
any queries please do not hesitate to contact our Investor Relations
team on 020 3667 8159 or at investorrelations@foresightgroup.eu.
Yours faithfully,
David Hurst-Brown
Chairman
Important Notices
This document has not been approved by a person authorised under FSMA.
Accordingly, this document is directed solely at holders of Ordinary
Shares in the Company and their advisers authorised under FSMA. It is
not intended that this document be distributed or passed on, directly or
indirectly, to any other class of person and in any event and under no
circumstances should persons of any other description rely on or act
upon its contents. It must not be reproduced by, further distributed or
published (in whole or part) by you or any other person save where you
have sold all your Ordinary Shares and pass this letter to the
transferee.
This document is not a prospectus or listing particulars, does not
contain any representation or warranty as to its accuracy or
completeness and does not constitute an offer or invitation to subscribe,
underwrite or purchase any securities, or the solicitation of any offer
or invitation to subscribe, underwrite or purchase any securities, nor
shall it or any part of it form the basis of or be relied upon in
connection with any offer to subscribe, underwrite or purchase any
securities nor in connection with any contract therefor. Specifically,
this document does not constitute a memorandum of sale for or an offer
or an invitation to buy shares in the capital of the company and the
form attached by which shareholders are invited to indicate their
binding indication of preference does not constitute an offer or an
invitation to sell shares in the company but it is anticipated that
these documents, taken together, will form a significant component part
of the liquidity arrangements for which shareholder's approval is likely
to be sought in the New Year the success of which will depend on
shareholders' honouring their binding indications of preference if the
liquidity scheme which is then proposed is to be implemented. If binding
indications of preference are not honoured the company may not be able
to proceed with a liquidity scheme as planned and the company may incur
wasted expense and costs and might have realised assets needlessly which
might compromise the qualifying status of the company as a venture
capital trust in the future. Accordingly this document and the form
attached for completion by ordinary shareholders need to be considered
carefully and ordinary shareholders should regard themselves as bound by
their indications of preference so that a liquidity scheme can be
developed and proposed in the best interests of all holders of ordinary
shares in the capital of the company.
The statements in this document should not be regarded as a profit or
dividend forecast and nor should they be regarded as forward looking
statements. There is no guarantee that any full or partial exits of
investments will be achieved and/or at any specified value. The payment
and level of dividends will remain subject to the performance of the
Fund and the Company as a whole, the sale values achieved and other
statutory and regulatory requirements (including the need to maintain
the Company's status as a VCT).
The market price of the shares in the Company may not be fully reflected
in their underlying net asset value. The value of an investment in the
Company may go down as well as up and an investor may not get back the
full amount invested. Although the shares in the Company will be listed
on the London Stock Exchange's main market for listed securities, it is
likely that the shares will be illiquid and shareholders may have
difficulty in selling them. Past performance is not necessarily a guide
to future performance of the Company.
There can be no guarantee that the Company's investment objectives will
be achieved. Investment in unquoted, AIM-traded and PLUS Markets-traded
companies by its nature involves a higher degree of risk than investment
in companies traded on the main market of the London Stock Exchange. The
market for stock in smaller companies is often less liquid than that for
stock in larger companies, bringing with it potential difficulties in
acquiring, valuing and disposing of such stock. The Company's
investments may, therefore, be difficult to realise.
The current VCT tax reliefs may change during the time shares are held
and can be retrospective. The value of the tax reliefs depends on the
personal circumstances of the investors, who should consult their own
tax advisers before making, or taking action in relation to, an
investment. There can be no guarantee that the Company will retain full
VCT status which could lead to adverse tax consequences for investors,
including a requirement to repay any upfront income tax relief.
Shareholders can refer to Company's recently published annual report and
accounts for the year ended 30 June 2016 for further background
information as regards the Company's recent performance and the
estimated returns stated above.
Form for Completion: Binding Indication of Preference
Instructions:
Please tick one box only. Where forms are received blank or where no
forms are received at all or if received late, we will assume that your
intention is to remain invested.
The options below refer to the "First Planned Exit Date", which is
scheduled between March and July 2017.
Tick One of the Boxes
Option 1 - Remain Fully Invested
I confirm that I wish to retain all of my Ordinary Shares in Foresight
Solar
& Infrastructure VCT Plc.
Option 2 - Partial Retention and Sale
I confirm that I wish to sell half of my Ordinary Shares in Foresight
Solar & Infrastructure VCT Plc at the First Planned Exit Date and retain
the other half. In the event of my holding an odd number of shares, I
agree that the Shares to be sold will be rounded down to the nearest
whole number.
Please note that the only available option for partial retention is to
retain half your shares, and not any other proportion.
Option 3 - Full Exit
I confirm that I wish to sell all of my Ordinary Shares in Foresight
Solar
& Infrastructure VCT Plc at the First Planned Exit Date.
Investor Name: Investor Signature:
(please print) __________________________ _________________
Investor Shareholder Reference Number
(please note that this is an 11 digit reference that can be located on
your share certificate)
Date: __________________________
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Foresight Solar & Infrastructure VCT plc via Globenewswire
http://www.foresightgroup.eu/
(END) Dow Jones Newswires
December 08, 2016 07:49 ET (12:49 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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