NextEnergy Solar Regulatory News (NESF)

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, INCLUDING THE SUPPLEMENTARY PROSPECTUS PUBLISHED BY THE COMPANY ON 19 AUGUST 2015) 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.

7 September 2015

NextEnergy Solar Fund Limited (the "Company" or "NESF")

Proposed Issue of Equity

The Board is pleased to announce a proposed issue of New Ordinary Shares. This issue will be the fourth 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").

The Issue Price will be based on the unaudited NAV per Ordinary Share as at 31 August 2015, which will be announced on 14 September 2015, plus a premium of 1.75%, which will cover the costs of the Issue. The New Ordinary Shares to be issued under the Issue will carry an entitlement to the proposed first interim dividend of 3.125p in respect of the period from 1 April to 30 September 2015, which is expected to be paid in December 2015.

Investment Update

· The Company's unaudited Net Asset Value as at 30 June 2015 (as adjusted for the impact of the Summer Budget and the payment of the second interim dividend for the year ended 31 March 2015 of 2.625p per Share in July 2015) was £236.2 million (98.275p per Share). 

· Post 30 June 2015, NESF has completed the acquisitions of the Bowerhouse, Cockhill Farm, Llwyndu and Park View plants, which have a total capacity of c.44MWp with an investment value of c.£51 million.

· The Company has fully drawn its debt facility with NIBC of £22.7 million to finance its Cock Hill and Llwyndu plants. In addition, as at 31 August 2015, the Company had drawn the full £31.5 million available under its revolving credit facility with Macquarie. The Company is currently negotiating an expansion of its debt facilities up to c.£197 million which would allow it to secure additional solar opportunities.

· The Company's existing portfolio comprises 18 operating plants with a total capacity of c.235MWp and an investment value of c.£274m:

- irradiation levels across the portfolio are above expectations (portfolio irradiation data +2.3% on expected values from connection and up to 30 June 2015); and

- the portfolio is performing above expectations (portfolio generation data +5.9% on expected values from connection and up to 30 June 2015) and with no significant unexpected operating events (outages, downtimes, costs, etc.).

· The Company has a strong pipeline of further assets available for acquisition:

- total capacity of c.155MWp with an investment value of c.£179 million secured (through letters of intent giving the Company exclusivity for a defined period) as at 31 August 2015, with target net unlevered returns of between 7% and 9%; and

- negotiations ongoing in respect of additional total capacity of c.256MWp with an investment value of c.£335 million.

The pipeline comprises predominantly ground-based assets, the majority of which are already grid-connected (in the case of the secured pipeline) or operational (in the case of the additional pipeline). The majority of the assets in the secured pipeline is accredited under the 1.4 Renewable Obligation Certificate ("ROC") regime, with the balance being accredited under 1.3 ROC or Feed-in Tariff ("FiT") regimes. The assets in the additional pipeline are or will be accredited under the 1.6, 1.5 or 1.3 ROC or FiT regimes.

Placing Programme

Under the Placing Programme, which was approved by Shareholders on 4 November 2014 and, following the first three tranches of the Placing Programme, the Company has the authority to issue a further 95,250,000 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. 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 30 September 2015.

Dealing Codes

Expected Timetable

For Further Information:

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

NESF is a specialist investment company that invests in operating solar power plants in the UK. Its objective is to secure attractive shareholder returns through RPI-linked dividends and long-term capital growth. The Company achieves this by acquiring solar power plants on agricultural, industrial and commercial sites.

NESF has raised equity proceeds of £246.6m since its initial public offering on the main market of the London Stock Exchange in April 2014. Its credit facilities include a two-year revolving facility of £31.5m from Macquarie and a £22.7 million facility from NIBC. 

NESF is differentiated by its access to NextEnergy Capital Group (NEC Group), its Investment Manager, which has a strong track record in sourcing, acquiring and managing operating solar assets. WiseEnergy is NEC Group's specialist operating asset management division, providing solar asset management, monitoring and other services to over 1,200 utility-scale solar power plants with an installed capacity in excess of 1.5 GW.

Further information on NESF, NEC Group and WiseEnergy is available at www.nextenergysolarfund.com, www.nextenergycapital.com and www.wise-energy.eu.