FORESIGHT SOLAR & INFRASTRUCTURE VCT PLC ORD 1P Foresight Solar & Infrastructure Vct Plc : Publication Of Circular
06 June 2018 - 3:11AM
UK Regulatory
TIDMFTSV
Foresight Solar & Infrastructure VCT plc (the "Company")
Publication of Circular
On 29 March 2018, the Company released its half-yearly report for the
six months ended 31 December 2017, in which the Chairman noted that
clearance had been sought from HM Revenue & Customs ("HMRC") to a merger
of the Company's Ordinary Shares, C Shares and D Shares into a single
share class.
Clearance was accordingly received from HMRC on 4 May 2018 and the
Company has today issued a circular (the "Circular") to shareholders of
all three share classes seeking their approval to the proposals to merge
the classes into a single enlarged class of Ordinary Shares which will
involve the conversion of the C Shares and D Shares into Ordinary
Shares. Contained in the Circular is a notice of a general meeting of
the Company to be held at 2.00 p.m. on 29 June 2018 and separate notices
of class meetings of each of the Ordinary Shares, C Shares and D Shares
to be held shortly thereafter (the "Meetings").
The full proposed timetable for the class merger is set out below.
Latest time and date for receipt of forms of proxy 2.00 p.m., 2.05 p.m. 2.10 p.m. and 2.15 p.m. respectively
for the General Meeting, Ordinary Share Class Meeting, on 27 June 2018
C Share Class Meeting and D Share Class Meeting
Latest date for dealings in C Shares and D Shares 27 June 2018
Record Date for the entitlement of holders of C Shares 6.00 p.m. on 29 June 2018
and D Shares to their new holdings of Ordinary Shares
Calculation Date 29 June 2018
General Meeting of the Company 2.00 p.m. on 29 June 2018
Class Meetings of the holders of Ordinary Shares, 2.05 p.m., 2.10 p.m. and 2.15 p.m. respectively on
C Shares and D Shares 29 June 2018
Announcement of the results of the General Meeting 29 June 2018
and Class Meetings
CREST accounts credited for revised holdings of new by 3 July 2018
Ordinary Shares
Dispatch of share certificates for holdings of new by 9 July 2018
Ordinary Shares
The conversion ratio to determine the number of Ordinary Shares that
each holder of C Shares and D Shares will receive will be based on the
most recently published NAV of each class at the Calculation Date,
expected to be the NAVs as at 31 March 2018, as adjusted for dividends
declared but not paid (if necessary) and other factors as determined by
the Board.
Share certificates for those Ordinary Shares arising on conversion of
the C Shares and D shares will be dispatched by 9 July 2018 if the
proposals are approved.
It is proposed that upon the merger of the share classes taking effect
the existing arrangements between the Company and Foresight Group CI
Limited (the "Manager") for the C Shares fund and the D Shares fund will
be cancelled and that a new management agreement and performance
incentive agreement (the "New Management Agreements") will be entered
into between the Company and the Manager in relation to the Ordinary
Shares fund, as enlarged, whereby the Manager's appointment to act as
the investment manager in relation to the Ordinary Shares fund is
renewed on the terms set out in the table below:
Annual management fee 1.5% of net assets plus VAT per annum
Secretarial and accounting fee 0.3% of net funds raised (subject to a minimum of
GBP60,000) per annum
Performance incentive fee amount 20% of Distributions > 100p < 130p per share
30% of Distributions >130p per share
Performance incentive fee basic hurdle Distributions > 100 p per share
Performance incentive fee additional hurdle from 1 The 130p per share higher threshold increases at a
June 2017 rate of 5% simple per annum from 1 June 2017: 136.5p
for the year ending 30 June 2018, 143p for the year
ending 30 June 2019 and so on
Term of Agreement Fixed term to expire 1 February 2021 and thereafter
rolling on 12 months' notice
The Manager is regarded as a related party of the Company under the
Listing Rules. Therefore, entry into of the New Management Agreements
constitutes a related party transaction for the purpose of the Listing
Rules and requires Shareholders' approval which will be sought at the
Meetings.
The Circular has been submitted to the Financial Conduct Authority and
shall shortly be available for download from the Foresight website
(www.foresightgroup.eu) and the National Storage Mechanism
(www.morningstar.co.uk/uk/NSM).
For further information please contact:
Gary Fraser, Foresight Group: 020 3667 8100
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
June 05, 2018 13:11 ET (17:11 GMT)
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