Foresight Sust Regulatory News (FSF)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY EEA STATE (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY MARKETED) OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

The information communicated in this announcement is deemed to constitute inside information as stipulated under the UK version of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA"), as further amended by UK legislation from time to time ("UK MAR"). Upon the publication of this announcement, this information is considered to be in the public domain.

24 June 2022

Foresight Sustainable Forestry Company Plc

("FSF" or the "Company")

Results of Placing, Offer for Subscription and Total Voting Rights

Further to its announcement of 14 June 2022, the Board of Directors of FSF is pleased to announce the results of the placing (the "Placing") of new ordinary shares pursuant to the Placing Programme and the offer for subscription (the "Offer for Subscription") (together the "Issue").

38,002,022 new ordinary shares (the "New Ordinary Shares") will be issued pursuant to the Placing, and 4,054,052 New Ordinary Shares will be issued pursuant to the Offer for Subscription, at 107 pence per New Ordinary Share, raising combined gross proceeds of £45 million. The net proceeds of the Issue will be used to acquire further assets within the Company's Imminent Pipeline of opportunities.

Richard Davidson, Chair of FSF, said:

"This fundraising represents another significant milestone for Foresight Sustainable Forestry. It has been a busy first eight months for the Company, having fully deployed the proceeds of the Company's IPO and now undertaken a further issuance of new shares. The net proceeds of the Issue, along with the proceeds of a Revolving Credit Facility that is nearing completion, will be used to acquire our imminent pipeline of forestry and afforestation assets and to further enhance the growing reach and impact of FSF. We would like to thank our existing Shareholders for their continued support and to welcome all new Shareholders."

Robert Guest and Richard Kelly, FSF Co-Fund Managers, commented:

"We are delighted by the positive reception from both existing and new investors, despite the current challenging broader equity market conditions. We are also highly encouraged by the level of interest we have received from investors in FSF and its future prospects. We are focused on continuing to execute our strategy on behalf of our growing and high calibre investor base. We are excited to deploy the proceeds of the issue into our pipeline of mostly afforestation opportunities, that offer attractive capital appreciation potential whilst further extending the direct contribution FSF makes to the twin fights against climate change and biodiversity loss."

Application for Admission

Application has been made for 42,056,074 New Ordinary Shares to be admitted to the premium listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange. It is expected that admission ("Admission") will become effective and dealings in the New Ordinary Shares  will commence on the London Stock Exchange at 8.00 a.m. on 28 June 2022.

Total Voting Rights

On Admission, the Company's issued share capital will consist of 172,056,075 ordinary shares with voting rights. This figure may be used by Shareholders in determining the denominator for the calculation by which they will establish if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

The New Ordinary Shares issued in connection with the Issue will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company.

Jefferies International Limited ("Jefferies") acted as sole bookrunner and sole global coordinator in respect of the Issue.

Capitalised terms will have the meanings given to them in the Company's announcement dated 14 June 2022 unless otherwise defined in this announcement.

For further information:

About the Company

Foresight Sustainable Forestry Company Plc ("the Company") is an externally managed investment company investing in a diversified portfolio of UK forestry and afforestation assets. Targeting a net total return of more than CPI +5% p.a., the Company provides investors with the opportunity for real returns and capital appreciation driven by the prevailing global imbalance between supply and demand for timber; the inflation-protection qualities of UK land freeholds; and biological tree growth of 3% to 4% not correlated to financial markets. It also offers outstanding sustainability and ESG attributes and access to carbon units related to carbon sequestration from new afforestation planting. The Company targets value creation as the afforestation projects successfully achieve development milestones in the process of converting open ground into established commercial forest and woodland areas. The Company is seeking to make a direct contribution in the fight against climate change through forestry and afforestation carbon sequestration initiatives and to preserve and proactively enhance natural capital and biodiversity across its portfolio. It is managed by Foresight Group LLP.  https://fsfc.foresightgroup.eu/

Important Notice

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company in connection with the Issue and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any such person in connection with the Issue, the contents of this announcement or any other matter referred to in this announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Jefferies may have under the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (as defined below). This announcement is not an offer of securities for sale into the United States. The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States (as defined below) and accordingly may not be offered, sold or transferred within the United States of America, its territories or possessions, any State of the United States or the District of Columbia (the "United States") except pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act and in compliance with the securities laws of any State or other jurisdiction of the United States. No public offering of securities is being made in the United States.

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act") and investors will not be entitled to the benefits of the U.S. Investment Company Act.

The distribution of this announcement, and/or the issue of New Ordinary Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, Jefferies or any of their respective affiliates as defined in Rule 501(b) under the U.S. Securities Act (as applicable in the context used, "Affiliates") that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement or any other publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required (other than the United Kingdom, the Republic of Ireland and the Netherlands). Persons receiving this announcement are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Information to distributors

Solely for the purposes of the product governance requirements contained within PROD 3 of the FCA's Product Intervention and Product Governance Sourcebook (the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares to be issued pursuant to the Issue are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in COBS 3.5 and 3.6 of the FCA's Conduct of Business Sourcebook, respectively; and (ii) eligible for distribution through all distribution channels as are permitted by the Product Governance Requirements (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: (a) the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; (b) an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Jefferies will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA's Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.