FORESIGHT SOLAR & INFRASTRUCTURE VCT PLC ORD 1P Tender Offer
18 Dicembre 2019 - 7:28PM
UK Regulatory
TIDMFTSV
Foresight Solar & Infrastructure VCT plc ("Company")
Announcement of Posting of Circular and opening of Tender Offer
The board of the Company ("Board") is pleased to announce the
publication of a circular to Shareholders containing details of a tender
offer.
In the Chairman's Statement which accompanied the Company's report and
accounts for the period ended 31 March 2019, it was noted that the Board
would be writing to Shareholders in late 2019 regarding the opportunity
to participate in a tender offer, similar to that undertaken by the
Company in 2017 pursuant to which some GBP11 million was returned to
Shareholders.
The Company is now seeking Shareholder approval to conduct a tender
offer to buy back a maximum of 25% of the Ordinary Shares in issue,
being up to 10,738,453 Ordinary Shares (the "Tender Offer"). The Tender
Offer will allow the Company to return funds to Ordinary Shareholders
who now wish to exit from their investment, in full or in part, while
allowing those Shareholders who wish to continue to hold their Shares to
do so. The Board feels that the 25% limit is appropriate and should
allow Shareholders who wish to sell their Shares to do so whilst also
providing some 'headroom' to accommodate those Shareholders who were
unable to take part in the previous tender offer but now also wish to
exit some or all of their investment.
Following the Share Class Merger, completed in June 2018, the current
Ordinary Shareholder base is made up of Shareholders who originally
subscribed for Ordinary Shares as well as those who subscribed for Old C
Shares and/or Old D Shares, which were subsequently converted to
Ordinary Shares. It is not expected that those Shareholders who
subscribed for Old D Shares, pursuant to the offer undertaken in
2016/17, will wish to participate in the Tender Offer in respect of
those Old D Shares as they will not have held those shares for the full
five year period required to crystallise the income tax relief, obtained
on first subscription. Shareholders who originally subscribed for
Ordinary Shares or Old C Shares will have passed the five-year holding
period.
The Tender Offer is available to all Shareholders on the register at the
Record Date and is subject to the passing of the Resolution to be
proposed at the General Meeting to be held at 10:30 a.m. on 27 January
2020.
As the number of Ordinary Shares which may be repurchased pursuant to
the Tender Offer is limited to a maximum of 25% of the Company's issued
Ordinary Shares, in the event that Tender Forms are returned for a
greater number of Shares that can be repurchased, applications shall be
scaled back pro rata to the number of Ordinary Shares tendered.
The Tender Offer will be undertaken at the Tender Price, which will be
calculated based on the most recently announced NAV per Ordinary Share
prior to the Tender Date, adjusted for the estimated costs of the Tender
Offer.
Summary Timetable
Latest time and date for receipt of forms of proxy 10.30 a.m. on 23
for the General Meeting January 2020
General Meeting of the Company 10.30 a.m. on 27
January 2020
Latest time and date for receipt of Tender Forms and 1.00 p.m. on 14
TTE Instructions February 2020
Tender Offer closes 1.00 p.m. on 14
February 2020
Record Date for Tender Offer Close of business
on 14 February
2020
Announcement of the results of the General Meeting 8.00 a.m. on 17
and take up level under the Tender Offer February 2020
Settlement date for the Tender Offer: cheques dispatched, by 31 March 2020
assured payments made through CREST
CREST accounts credited for revised holdings of Ordinary by 31 March 2020
Shares
Dispatch of balance share certificates for unsold by 31 March 2020
Ordinary Shares
A copy of the Circular 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 8181
(END) Dow Jones Newswires
December 18, 2019 13:28 ET (18:28 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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