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 OTHER 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.

23 February 2015

NextEnergy Solar Fund Limited (the "Company")

Result of Placing and Further Allotment of New Shares Pursuant to Offer

The Board is pleased to announce that the proposed issue of New Ordinary Shares announced on 10 February 2015 (the "Issue") has raised gross proceeds of £61.4 million.

The Company has received commitments under the institutional placing for 55,356,358 New Ordinary Shares and applications under the Offer for a further 4,393,642 New Ordinary Shares. Accordingly, a total of 59,750,000 New Ordinary Shares will be issued at a price of 102.77p per share. 

The net proceeds of the Issue will be used to invest in a number of suitable UK solar assets available for potential acquisition in the near term. As previously announced, 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 Company exclusivity for defined periods) as at 31 January 2015, the majority of which are expected to be accredited under 1.4 ROC regime.

Applications have been made to the Financial Conduct Authority for the New Ordinary Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for New Ordinary Shares to be admitted to trading on its main market for listed securities ("Admission"). Admission is expected to become effective, and dealings in the New Ordinary Shares are expected to commence, at 8.00 a.m. on 27 February 2015. Following Admission, the New Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares.

On Admission, the Company's issued share capital will comprise 240,350,000 Ordinary Shares, none of which will be held in treasury. Each Ordinary Share carries the right to one vote and, therefore, the total number of voting rights in the Company on Admission will be 240,350,000. This figure may be used by Shareholders and other investors as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Commenting on the fundraising, Kevin Lyon, Chairman, said:

"We are extremely pleased with the ‎results of this Placing and Offer. Shareholders, existing and new, continue to strongly support the Company and its growth ambitions. As a result, since the Company's IPO 10 months ago, its market capitalisation has nearly tripled through further share issues, including this Issue."

For Further Information:

Additional Important Notices

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, 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 (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 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.

Notes to Editors:

NextEnergy Solar Fund

NextEnergy Solar Fund (www.nextenergysolarfund.com) is a specialist investment company 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.