TIDMNESF
RNS Number : 7879E
NextEnergy Solar Fund Limited
06 November 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN,
SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL OR RESTRICTED BY LAW OR TO US PERSONS (WITHIN THE MEANING
OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED).
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
FINANCIAL PROMOTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY
OFFER TO SUBSCRIBE OR PURCHASE, ANY SECURITIES IN THE COMPANY IN
ANY JURISDICTION.
UNLESS THE CONTEXT REQUIRES OTHERWISE, WORDS AND EXPRESSIONS
DEFINED IN THE PROSPECTUS PUBLISHED BY THE COMPANY ON 10 NOVEMBER
2014 (AND ANY SUPPLEMENT THERETO, INCLUDING THE SUPPLEMENTARY
PROSPECTUS PUBLISHED BY THE COMPANY ON 19 AUGUST 2015) IN
CONNECTION WITH ITS PLACING PROGRAMME HAVE THE SAME MEANINGS WHEN
USED IN THIS ANNOUNCEMENT .
6 November 2015
NextEnergy Solar Fund Limited (the "Company" or "NESF")
Proposed Issue of New Ordinary Shares and Repurchase into
Treasury, NAV Update and Extension of Credit Facilities
Highlights
-- Proposed issue and repurchase into treasury of 30,850,000 New
Ordinary Shares to provide NESF with flexibility to raise
additional capital in an efficient and cost-effective manner in due
course (the issue and repurchase will not affect the NAV per Share
currently in issue or NESF's net cash position).
-- Shares will be sold out of treasury at premium to NAV to meet
market demand and provide NESF with additional capital to enable it
to take advantage of new investment opportunities.
-- Proposed issue price is based on the preliminary unaudited
NAV per Share at 30 September 2015 of 104.0p (31 August 2015:
101.5p per share).
-- NESF's unaudited interim results for the six months ended 30
September 2015 to be announced on or around 30 November 2015.
-- Increase of Revolving Credit Facility (the "RCF") from
GBP31.5 million to GBP100.0 million with term of new RCF portion of
GBP68.5 million to May 2017.
Proposed Issue of Equity and Repurchase into Treasury
The Board intends to issue today 30,850,000 New Ordinary Shares
under the Placing Programme to Cantor Fitzgerald at a price of
104.0p per Share (the "Latest Issue"). Following Admission, the New
Ordinary Shares will be immediately repurchased by the Company, at
the same price, to be held in treasury (the "Repurchase"). The
Latest Issue and Repurchase are being undertaken to provide the
Company with flexibility to raise additional capital in an
efficient and cost-effective manner in due course. The NAV per
Share currently in issue and the net cash position of the Company
will not be affected by the Latest Issue and Repurchase.
Following the Repurchase and the passing of the resolution at
the general meeting of the Company referred to below, the Shares
held in treasury will be available to be sold out of treasury on a
non-pre-emptive basis to meet future market demand. The net
proceeds of any sales of Shares out of treasury will provide the
Company with additional capital to enable it to take advantage of
new investment opportunities. Shares will only be sold out of
treasury at a premium to the then prevailing NAV per Ordinary
Share.
Applications have been made to the FCA for admission of the New
Ordinary Shares to the premium listing segment of the Official List
and to trading on the London Stock Exchange's main market for
listed securities ("Admission"). It is expected that Admission will
become effective and that unconditional dealings in the New
Ordinary Shares will commence at 8.00 a.m. (London time) on 9
November 2015.
NAV Update
The Board is pleased to announce the preliminary unaudited NAV
per Share as at 30 September 2015 of 104.0p and an increase in the
Company's NAV to GBP289.0 million from GBP243.9 million as at 30
August 2015. The overall increase in the Company's NAV is largely
attributable to the net proceeds of the issue of 37.6 million new
Shares in September 2015.
The increase in the NAV per Share is principally a result of
higher operating results achieved across the portfolio compared to
the acquisition case assumptions, such results now flowing through
to the effective working capital position of each individual asset,
as well as updated operating and financial analyses undertaken on
the portfolio assets post-acquisition and integration under the
investment and asset management of the NEC Group. In addition, NESF
has undertaken a further downward revision of power price forecasts
as a result of updated analyses provided by its external market
consultant and other relevant energy market information.
Details on the evolution of the NAV will be provided in the
interim accounts to be announced on or around 30 November 2015.
Increase in RCF
NESF has increased its RCF with Macquarie Bank Limited from
GBP31.5 million to GBP100.0 million. The new tranche of GBP68.5
million expires in May 2017.
The increased RCF will allow NESF to acquire further solar power
plants from its pipeline of opportunities amounting to c.250MW in
respect of which it has entered into letters of intent containing
exclusivity provisions or is in advanced negotiation.
The Company expects to refinance the entire RCF with further
equity issuance, new debt facilities or a combination of both.
General Meeting
The sale on a non-pre-emptive basis of the 30,850,000 Shares
held in treasury following the Repurchase requires Shareholder
approval. The requisite special resolution will be proposed at a
general meeting of the Company that has been convened for 2.00 pm
on 30 November 2015 and will be held at 1 Royal Plaza, Royal
Avenue, St Peter Port, Guernsey GY1 2HL (the "General Meeting"). A
circular to Shareholders containing the notice convening the
General Meeting will be posted to Shareholders later today.
Following publication, copies of that circular will, be available
on the Company's website at www.nextenergysolarfund.com and shortly
thereafter at www.morningstar.co.uk/uk/nsm.
Compliance with Model Code
Pursuant to Listing Rule 15.5.1 R (compliance with the Model
Code) the Company hereby announces that the close period of the
Company commenced on 30 September 2015 and is anticipated to end
following the release of its unaudited interim results for the six
months ended 30 September 2015 on or around 30 November 2015.
In accordance with Listing Rule 15.5.1 (4), the Company confirms
that, at the time of this announcement, the Directors and the
Company are not in possession of any additional price sensitive
information that has not been notified to an RIS. Accordingly the
Company will continue to adopt the Model Code during the close
period with the exception of the following activities, which may be
undertaken:
-- dealings by persons discharging managerial responsibilities in the Company;
-- purchases by the Company of its own securities;
-- issues by the Company of securities; and
-- sales of treasury shares for cash or transfers.
If, in the period leading up to the announcement of the final
results, the Directors or the Company come into possession of any
inside information, this will be notified to an RIS before any
transactions are undertaken.
For Further Information:
NextEnergy Capital Limited 020 3239 9054
Michael Bonte-Friedheim
Aldo Beolchini
Cantor Fitzgerald Europe (Financial Adviser and Joint Lead Bookrunner) 020 7894 7667
Sue Inglis (Corporate Finance)
Andrew Worne / Andrew Davey / Tom Dixon (Sales)
Shore Capital (Sponsor and Joint Bookrunner) 020 7408 4090
Bidhi Bhoma
Anita Ghanekar
Patrick Castle
Macquarie Capital (Europe) Limited (Joint Lead Bookrunner) 020 3037 2000
Ken Fleming
Nick Stamp
MHP Communications 020 3128 8100
Andrew Leach
Jamie Ricketts
Gina Bell
Additional Important Notices
This announcement has been issued by and is the sole
responsibility of the Company.
The information contained in this announcement is given at the
date of its publication, is for background purposes only and does
not purport to be full or complete. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Company, the Manager, the Investment Adviser, the Joint
Bookrunners, the Sponsor or by any of their respective affiliates
or agents as to or in relation to, the accuracy or completeness of
this announcement, and any liability therefor is expressly
disclaimed. Accordingly, no reliance may be placed for any purpose
on the information contained in this announcement or its accuracy
or completeness.
Cantor Fitzgerald, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for the Company in
connection with the Latest Issue and Repurchase and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Cantor Fitzgerald or for
advising any such person in connection with the Latest Issue and
Repurchase or related matters. This does not limit or exclude any
responsibilities which Cantor Fitzgerald Europe may have under FSMA
or the regulatory regime established thereunder.
Notes to Editors
NextEnergy Solar Fund
NESF is a specialist investment company that invests in
operating solar power plants in the UK. Its objective is to secure
attractive shareholder returns through RPI-linked dividends and
long-term capital growth. The Company achieves this by acquiring
solar power plants on agricultural, industrial and commercial
sites.
(MORE TO FOLLOW) Dow Jones Newswires
November 06, 2015 02:00 ET (07:00 GMT)
Nextenergy Solar (LSE:NESF)
Historical Stock Chart
From Jun 2024 to Jul 2024
Nextenergy Solar (LSE:NESF)
Historical Stock Chart
From Jul 2023 to Jul 2024