FTSV Foresight Solar & Technology Vct Plc

 
TIDMFTSV 
 
 
   Foresight Solar & Technology VCT plc ("Company") (formerly Foresight 
Solar & Infrastructure VCT Plc) 
 
   Publication of a circular to shareholders of the Company including a 
notice of general meeting and publication of a Prospectus relating to an 
Offer for Subscription to raise in aggregate up to GBP20 million (with 
an over-allotment facility for up to an additional GBP10 million) by 
issues of a new class of Foresight Williams Technology Shares ("FWT 
Shares") ("Offer") 
 
   Summary 
 
   The board of the Company ("Board") is pleased to announce the 
publication of a prospectus relating to the Offer. Shareholders will 
shortly receive a copy of a circular seeking their approval at a general 
meeting to various resolutions intended to facilitate the making of the 
Offer. 
 
   Background and reasons for the offer 
 
   The Board is pleased to announce the publication of a Prospectus 
relating to the Offer to raise up to GBP20 million (with an 
over-allotment facility for up to an additional GBP10 million). 
 
   The Board, and the Company's investment manager Foresight Group LLP, 
believe that Foresight's well established collaboration with Williams 
Advanced Engineering provides an attractive solution through the 
formation of a new share class within the Company focusing on innovative 
technology investments; a class which is separate from the existing 
solar portfolio while still leveraging the expertise and experience of 
the Investment Manager's energy, infrastructure and private equity teams, 
honed over many years of solar and technology investing. 
 
   The FWT Shares 
 
   The FWT Shares are a new class of Share and are separate from the 
Company's existing class of Ordinary Shares. All investments and cash 
attributable to the existing Ordinary Share class will be kept separate 
from the FWT Share Fund. Accordingly, investors in the FWT Shares will 
not have any exposure to the investment gains or losses of the Ordinary 
Share class. 
 
   Change of name 
 
   As announced earlier today, the Company has changed its name to 
Foresight Solar & Technology VCT plc with effect from,19 December 2019. 
 
   Trading in the Company's Ordinary Shares is expected to recommence 
shortly under the new name for the existing Ordinary Shares of 1p each 
shortly.  The tickers, SEDOL and ISIN for the existing Ordinary Share 
class will not change. 
 
   The Board decided to make this change in light of changes to the VCT 
Rules which restrict the making of new investments into energy 
generation businesses. These restrictions have recently been extended to 
prohibit the making of investments into companies which do not meet a 
widely drawn 'risk to capital' condition. 
 
   The Company has also today posted a circular to Shareholders (the 
"Circular") and form of proxy in relation to a general meeting of the 
Company in connection with the Offer.  The Circular contains, inter alia, 
an explanation of the resolutions required to implement the Offer 
including to: 
 
 
   -- authorise the Directors to allot FWT Shares pursuant to the Offer; 
 
   -- disapply pre-emption rights so that FWT Shares can be allotted on a 
      monthly basis without the need to make pre-emptive offers to existing 
      investors; 
 
   -- authorise future buybacks of FWT Shares; 
 
   -- authorise the Company to enter into an investment management agreement 
      and performance incentive agreement with, inter alias, Foresight Group 
      LLP in relation to the FWT Shares fund; 
 
   -- amend the Articles in order to set out the rights attaching to the FWT 
      Shares; and 
 
   -- authorise the Company to cancel its share premium account. 
 
 
 
   These proposals require the approval of the Company's shareholders and 
this is being sought at a general meeting of the Company to be held on 
27 January 2020 at 11.00 a.m. at the offices of Foresight Group LLP, The 
Shard, 32 London Bridge Street, London SE1 9SG. 
 
 
 
   Investment policy 
 
 
 
   The issue of FWT Shares will require a change in the investment policy 
of the Company which requires approval of the Company's shareholders and 
is set out in full in the circular convening the general meeting 
published today. 
 
   Related party transactions 
 
   It is also proposed, subject to Shareholders' approval, that the Company 
will enter into an amended investment management agreement pursuant to 
which Foresight Group LLP will be appointed by the Company as its 
investment manager, including in respect of the FWT Shares Fund, on the 
terms summarised below.  It is also proposed to amend the Company's 
carried interest agreement. Foresight Group LLP and Foresight Group CI 
Limited ("Foresight"), who are parties to these agreements as the 
Company's investment manager and adviser, are regarded as related 
parties of the Company under the Listing Rules, therefore the entry into 
these agreements constitute a related party transaction for the purpose 
of the Listing Rules and requires Shareholders' approval. 
 
   Pursuant to the amended investment management agreement, Foresight will 
be entitled to an annual management fee of 2.0% of net assets (plus VAT) 
per annum and secretarial and accounting fee of 0.3% of net assets 
(subject to a minimum of GBP60,000) per annum. Pursuant to the amended 
carried interest agreement, inter alia, Foresight will be entitled to a 
performance incentive (in cash or new FWT Shares in the Company issued 
at par) to a value equal to 20% of distributions in excess of 110p 
(including capital distributions of NAV) per FWT Share (subject to 
annual adjustment of this hurdle in line with the Retail Price Index). 
No performance incentive will be distributed to Foresight until FWT 
Shareholders have received distributions of 100p per FWT Share. 
 
   In addition, Foresight Group Promoter LLP (the "Promoter") will be 
appointed as promoter of the Offer under the terms set out below and the 
Promoter, as Foresight's agent and associate, is regarded as a related 
party of the Company under the Listing Rules, therefore the terms of 
this appointment constitute a related party transaction under rule 
11.1.10 of the Listing Rules. 
 
   Pursuant to a sponsor and promoter agreement dated 20 December 2019 
relating to the Offer between, among others, the Company and the 
Promoter, the Promoter will receive a fee of an amount up to a maximum 
of 5.5% of the amount subscribed under the Offer by Investors for acting 
as promoter of the Offer. 
 
   Further Information 
 
   The Offer is now open and will close on 3 April 2020 for the 2019/2020 
tax year and 18 December 2020 for the 2020/21 tax year or earlier if the 
Offer is fully subscribed or otherwise at the Board's discretion. 
 
   Full details of the Offer will be set out in the Registration Document, 
Summary and Securities Note which together comprise a Prospectus in 
accordance with the Prospectus Regulation, and which is published as at 
today's date.  The Offer is conditional on the passing of certain of the 
resolutions to be proposed at a general meeting to be held 27 January 
2020 as set out in the circular published today. 
 
   All documents comprising the Prospectus will also available from the 
offices of the Promoter, The Shard, 32 London Bridge Street, London SE1 
9SG and the following website: http://www.foresightgroup.eu. 
 
   A copy of the Prospectus has also been submitted to the Financial 
Conduct Authority and will be shortly available for inspection on both 
the Promoter's 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 
 
   Telephone: 020 3667 8181 
 
 
 
 

(END) Dow Jones Newswires

December 20, 2019 12:53 ET (17:53 GMT)

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