18 Dec 2019 18:28
Tender Offer
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 £11 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 for the General Meeting | 10.30 a.m. on 23 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 TTE Instructions | 1.00 p.m. on 14 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 and take up level under the Tender Offer | 8.00 a.m. on 17 February 2020 |
| Settlement date for the Tender Offer: cheques dispatched, assured payments made through CREST | by 31 March 2020 |
| CREST accounts credited for revised holdings of Ordinary Shares | by 31 March 2020 |
| Dispatch of balance share certificates for unsold Ordinary Shares | by 31 March 2020 |
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