Last checked at 
10 Feb 2015 07:00
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).
SAVE IN RELATION TO THE UK AND THE REPUBLIC OF IRELAND, NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT BOOKRUNNERS OR THE SPONSOR THAT WOULD PERMIT AN OFFERING OF THE NEW ORDINARY SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT, ANY OTHER PUBLICITY MATERIAL OR ANY OFFERING MATERIAL RELATING TO SUCH SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT OR ANY OTHER SUCH MATERIALS COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH ANY SUCH RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. 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, INCLUDING THE UNITED STATES, NOR SHALL IT (OR ANY PART OF IT OR THE FACT OF ITS DISTRIBUTION) FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT THEREFOR OR INVESTMENT DECISION IS RESPECT OF ANY SUCH SECURITIES. WITHOUT PREJUDICE TO THE FOREGOING GENERALITY, THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES.
ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF THE PROSPECTUS PUBLISHED BY THE COMPANY ON 10 NOVEMBER 2014 (AND ANY SUPPLEMENT THERETO) IN CONNECTION WITH ITS PLACING PROGRAMME (THE "PROSPECTUS"). UNLESS THE CONTEXT REQUIRES OTHERWISE, WORDS AND EXPRESSIONS DEFINED IN THE PROSPECTUS HAVE THE SAME MEANINGS WHEN USED IN THIS ANNOUNCEMENT.
10 February 2015
NextEnergy Solar Fund Limited (the "Company")
Proposed Issue of Equity and Updated NAV
Further to the statement made by the Company as part of its quarterly trading update released on 15 January 2015 (the "Trading Update"), the Board is pleased to announce that it intends to proceed with an issue of New Ordinary Shares at a price of 102.77p per share (the "Issue Price"). This issue is the third tranche of the Placing Programme established by the Company in November 2014 and will comprise both an institutional placing under the Placing Programme and a further close of the offer for subscription made under the Placing Programme (together, the "Issue").
Highlights
· As anticipated in the Trading Update, the acquisitions of Bilsham, Gover Farm and Brickyard completed during January 2015.
· The Company's unaudited Net Asset Value as at 31 January 2015 was £182.4 million (101.0p per Share), up 0.7% from £181.2 million (100.3p per Share) as at 31 December 2014.
· The aggregate net proceeds of the first two tranches of the Placing Programme, amounting to c.£99.6 million, have been substantially invested or committed.
· As noted in the Trading Update, the Company has a strong pipeline of further assets available for acquisition: total capacity of c. 148MWp with investment value of c.£207 million secured (through letters of intent giving the Company exclusivity for a defined period) as at 31 January 2015, the majority of which are expected to be accredited under 1.4 ROC regime and the remainder already in operation.
· The Issue, in conjunction with the existing £31.5 million Revolving Credit Facility (which is currently undrawn), will allow the Company to maximise the current investment opportunities.
· The Issue Price represents a premium of 1.75% to the NAV per Ordinary Share as at 31 January 2015 and a premium of 2.8% to the closing share price of 100.0p per Ordinary Share on 9 February 2015. The proceeds of the Issue (net of fees and expenses associated with the Issue) are expected to be accretive to the NAV per existing Ordinary Share.
· The New Ordinary Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares, including the right to receive all future dividends and distributions declared, made or paid.
· The Company is currently targeting a final dividend of 2.625p per Ordinary Share for the six months ending 31 March 2015 and, thereafter, annual dividends of, in aggregate, 6.25p per Ordinary Share (adjusted subsequently on an annual basis in direct proportion to variations in RPI).
Net Asset Value as at 31 January 2015
As at 31 January 2015, the Company's unaudited Net Asset Value was £182.4 million (101.0p per Share), up 0.7% from £181.2 million (100.3p per Share) as at 31 December 2014.
During January 2015, the Company's NAV was positively impacted by the completed acquisition of three operating assets (the Bilsham, Gover Farm and Brickyard plants).
In addition, the Company has updated the forward electricity price projections used in the calculation of each operational asset's NAV as a result of the revised projections received from its appointed electricity market consultant. The updated electricity price projections imply a yearly average reduction of c.9% from the previous projections (with reductions in excess of 10% for the period 2015 to 2019) used in calculating the NAV attributable to the Company's operational assets.
A substantial proportion of the Company's NAV is attributable to assets in construction by third parties which are currently valued at acquisition cost or committed to assets in construction with an agreed acquisition price. The Company's remaining liquidity is available to fund the two in-construction assets currently contracted for acquisition by NextPower Development Limited (details of which are in the Trading Statement). All of these assets, with an aggregate value of £117.2 million, are unaffected by the recent changes in forward electricity price projections. Once the Company completes the acquisitions of these assets, which at that time will be operational, they will be valued on a discounted cash flow basis. Further details on the portfolio of assets and target completion dates are set out in the Trading Statement.
Placing Programme
Under the Placing Programme, which was approved by Shareholders on 4 November 2014 and, following the first two tranches of the Placing Programme, the Company has the authority to issue a further 155,000,000 Shares. New Ordinary Shares can only be issued at a premium to the prevailing NAV at the time of issue. The Placing Programme will end on 9 November 2015 or, if earlier, once all of the Shares authorised to be issued pursuant to it have been issued. Further details of the Placing Programme are set out in the Prospectus which is available on the Company's website at www.nextenergysolarfund.com.
Terms of the Issue
The Issue is being made pursuant to the terms and conditions of the Placings and the Offer set out in Parts 10 and 11, respectively, of the Prospectus and the Placing Agreement, details of which are set out in paragraph 6.1 of Part 8 of the Prospectus.
Participation in the Placing will be available only to persons falling within Articles 49(2)(a) to (d) or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005. Such persons are invited to apply for New Ordinary Shares by contacting Cantor Fitzgerald, Macquarie or Shore Capital Stockbrokers Limited. All other investors who wish to apply for New Ordinary Shares pursuant to the Issue must do so through the Offer. An application form for applying for New Ordinary Shares through the Offer can be found at the end of the Prospectus (and can be downloaded from the Company's website at www.nextenergysolarfund.com).
Applications will be 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 27 February 2015.
Dealing Codes
Ticker | NESF |
ISIN for the New Ordinary Shares | GG00BJ0JVY01 |
SEDOL for the New Ordinary Shares | BJ0JVY0 |
Expected Timetable
Issue opens | Tuesday, 10 February 2015 |
Latest time for receipt of Application Forms to participate in the Issue via the Offer | 12 noon on Friday, 20 February 2015 |
Latest time for receipt of Placing commitments | 4.00 p.m. on Friday, 20 February 2015 |
Result of the Issue announced | Monday, 23 February 2015 |
Admission becomes effective and dealings in New Ordinary Shares on London Stock Exchange's main market for listed securities commence | 8.00 a.m. on Friday, 27 February 2015 |
CREST accounts credited in respect of New Ordinary Shares issued pursuant to the Issue in uncertificated form | Friday, 27 February 2015 |
Share certificates despatched in respect of New Ordinary Shares issued pursuant to the Issue in certificated form | Week commencingMonday, 2 March 2015 |
For Further Information:
NextEnergy Capital Limited | 020 3239 9054 |
Michael Bonte-Friedheim |
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Aldo Beolchini |
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Cantor Fitzgerald Europe (Financial Adviser and Joint Lead Bookrunner) | 020 7894 7667 |
Sue Inglis (Corporate Finance) |
|
Andrew Worne / Andrew Davey / Tom Dixon (Sales) |
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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 (unless otherwise indicated), 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 or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed. The Company, the Manager, the Investment Adviser, the Joint Bookrunners, the Sponsor and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith. Accordingly, no reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this announcement is subject to change without notice and none of the Company, the Joint Bookrunners or the Sponsor assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained in this announcement.
The target dividends referred to in this announcement are targets only and not profit forecasts. There can be no assurance that these targets will be met and they should not be taken as an indication of the Company's expected or actual future results. Potential investors should not place any reliance on these targets and any investment decision should be made exclusively on the basis of the information in the Prospectus.
Past performance cannot be relied upon as a guide to future performance. The Company has a limited investment history and, for a variety of reasons, the comparability of the information on the Company's performance to date to its future performance is by its nature very limited. The Company's results may be positively or negatively affected by market conditions beyond its control. The price and value of the Shares and income from them may go down as well as up and investors may not get back the full amount invested on disposal of their Shares.
Cantor Fitzgerald, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company in connection with issue of New Shares pursuant to the Placing Programme and Admission 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 Placing Programme 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.
Macquarie Capital (Europe) Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company in connection with issue of New Shares pursuant to the Placing Programme and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Macquarie Capital (Europe) Limited or for advising any such person in connection with the Placing Programme or related matters. This does not limit or exclude any responsibilities which Macquarie Capital (Europe) Limited may have under FSMA or the regulatory regime established thereunder.
Shore Capital and Corporate Limited (the "Sponsor"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company in connection with issue of New Shares pursuant to the Placing Programme and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital and Corporate Limited or for advising any such person in connection with the Placing Programme or related matters. This does not limit or exclude any responsibilities which Shore Capital and Corporate Limited may have under FSMA or the regulatory regime established thereunder.
Shore Capital Stockbrokers Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company in connection with issue of New Shares pursuant to the Placing Programme and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital Stockbrokers Limited or for advising any such person in connection with the Placing Programme or related matters. This does not limit or exclude any responsibilities which Shore Capital Stockbrokers Limited may have under FSMA or the regulatory regime established thereunder.
In connection with the Issue, each of the Joint Bookrunners and any of their respective affiliates, acting as investors for their own accounts, may purchase New Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Issue or otherwise. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Notes to Editors:
NextEnergy Solar Fund
NextEnergy Solar Fund (www.nextenergysolarfund.com) is a specialist investment fund focused on operational solar photovoltaic ("PV") assets located in the UK. The Company intends to provide investors with a sustainable and attractive dividend that increases in line with RPI over the long term and an element of capital growth through the re-investment of net cash generated in excess of the target dividend.
Further information on NextEnergy Capital and WiseEnergy is available at www.nextenergycapital.com and www.wise-energy.eu.