TIDMNESF
RNS Number : 8300T
NextEnergy Solar Fund Limited
09 October 2014
NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR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 TO U.S. PERSONS (WITHIN THE MEANING OF REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED).
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE
CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR
SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SHARES IN
NEXTENERGY SOLAR FUND LIMITED OR SECURITIES IN ANY OTHER ENTITY, 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 OR INVESTMENT
DECISION WHATSOEVER, IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES.
ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF
THE PROSPECTUS PUBLISHED OR TO BE PUBLISHED BY THE COMPANY AND ANY
SUPPLEMENT THERETO
NextEnergy Solar Fund Limited
("NESF" or the "Company")
9 October 2014
Proposed Placing Programme in respect of up to 250 million New
Shares
Publication of Shareholder Circular and Notice of General
Meeting
Introduction
Following the announcement made by NESF on 18 September 2014
that the Company has deployed over 90 per cent of its IPO proceeds
and has signed a revolving credit facility ("RCF") of up to GBP31.5
million, the Company is pleased to announce a proposed Placing
Programme in respect of up to 250,000,000 New Shares.
The Company has, through the Developer and the Manager, secured
(through letters of intent giving the Company exclusivity for a
defined period) further sizeable investment opportunities with an
investment value of over GBP210 million. A number of these
opportunities are operational, with the remainder expected to be
fully operational by 31 March 2015. In addition, the Manager is in
negotiations with respect to a pipeline of further opportunities
with an investment value of up to GBP333 million.
In view of the scale of the Company's pipeline of potential
investments, it is targeting an initial issue of around 75,000,000
New Shares as part of the Placing Programme. This Initial Placing
is expected to take place in early November 2014, following
publication of the Prospectus, and, subject to there continuing to
be sufficient attractive investment opportunities, the Directors
will seek to utilise fully the Placing Programme over its 12-month
life.
The Directors are also proposing to make certain changes to the
Articles. Both the Placing Programme and the proposed amendments to
the Articles will require the approval of Shareholders.
A Shareholder circular which provides, amongst other things,
details of the Placing Programme and the proposed amendments to the
Articles and includes a Notice of General Meeting (the "Circular")
is being posted to Shareholders today. A copy of the Circular has
been submitted to the National Storage Mechanism and will shortly
be available for inspection at www.morningstar.co.uk/uk/NSM. The
Circular will also shortly be available on the Company's website at
www.nextenergysolarfund.com. Words and expressions that are defined
in the Circular have the same meanings where they are used in this
announcement, except where the context requires otherwise.
Placing Programme
Background to and reasons for the Placing Programme
The Directors believe the Company has performed well since its
IPO in April 2014:
-- having raised GBP85.6 million at the time of its IPO, the
Company has utilised substantially all of these funds by investing
in a portfolio of seven solar PV assets totalling 67.5MW
(representing an investment value of GBP80.4 million);
-- the Ordinary Shares having traded consistently at a premium
to their opening NAV of 100p; and
-- the Company is on track to deliver its targeted dividend of
5.25 pence per share for its first year, rising to 6.25 pence per
share for the financial year ending March 2016.
The Company has, through the Developer and the Manager,
identified in excess of GBP210 million of additional investment
opportunities, which are subject to letters of intent with the
relevant vendor, totalling circa 186 MWp. In addition, the Manager
is in negotiations with respect to a pipeline of further
opportunities with an investment value of up to GBP333 million.
Accordingly, the Company expects that the RCF will have been
committed to further investments within the next six weeks.
As the RCF will allow the Company to transact on only a small
proportion of its near term investment opportunities and having
regard to the Company's significant pipeline of attractive assets,
the Board has decided to seek Shareholder approval to issue, on a
non-pre-emptive basis, up to 250,000,000 New Shares pursuant to the
Placing Programme.
The Company will invest the Net Issue Proceeds in accordance
with its investment policy and intends to apply the Net Issue
Proceeds to repay part or all of any amounts drawn down under the
Revolving Credit Facility and to make further investments.
The Directors, who have been encouraged by a number of
Shareholders and potential new investors to proceed with a
substantial equity fund raising, believe that the Placing Programme
is consistent with both the Company's growth ambitions as stated at
the time of its IPO, and its objective of securing attractive
investment opportunities in line with its investment strategy.
Benefits of the Placing Programme
The Directors believe that a Placing Programme will have the
following benefits for Shareholders:
-- provide additional capital which will enable the Company to
fund the acquisition of additional solar assets from its
substantial pipeline of investment opportunities;
-- allow the Company to tailor the issue of New Shares to its
pipeline of investment opportunities, reducing cash drag and
providing the Company with the flexibility to undertake more than
one substantial issue of New Shares over a 12-month period without
incurring the costs of publishing a further prospectus;
-- the acquisition of additional solar assets will diversify further the Company's portfolio;
-- an increase in the Company's market capitalisation, which is
expected to enhance its marketability, help to diversify its share
register and improve secondary market liquidity in the Ordinary
Shares; and
-- reducing the ongoing charges borne per Share as the Company's
fixed operating costs will be spread over a larger capital
base.
Overview of the Placing Programme
The Placing Programme will provide the Company with the
flexibility to issue both Ordinary Shares and/or C Shares. C Shares
convert into Ordinary Shares on the occurrence of specified events,
or at specified times. The Directors will decide on the most
appropriate type of Shares to use at the time of any issuance. In
making such a determination, the Directors will consider a number
of factors, including the likely timing for making further
investments, the operational status of such investments at the time
they are likely to be acquired, the level of investor appetite for
the New Shares and the timing of the issue of New Shares relative
to the Company's next dividend record date.
New Shares issued under the Placing Programme will not be
dilutive of the Net Asset Value per Ordinary Share. In order to
ensure that is the case:
-- In respect of any New Ordinary Shares issued under the
Placing Programme, the issue price will be set at a premium to the
Net Asset Value per Ordinary Share sufficient at least to cover the
costs and expenses that the Directors believe are applicable to
that issue of the New Ordinary Shares, thereby avoiding any
dilution of the Net Asset Value of the existing Shares.
-- In respect of an issue of C Shares:
- The costs and expenses that the Directors believe are
attributable to the issue of C Shares will be paid out of the pool
of assets attributable to the C Shares.
- The C Shares will convert into Ordinary Shares on a Net Asset
Value for Net Asset Value basis.
- Prior to the conversion of C Shares into Ordinary Shares, the
assets attributable to each class of Share will be maintained as
separate pools and the Company's costs, expenses and liabilities
arising during that period will be allocated to the pool to which
they relate. General operating costs are expected to be borne
pro-rata across the separate pools of assets.
The Prospectus in relation to the Placing Programme is expected
to be published in November 2014. The Placing Programme will not be
underwritten.
The Placing Programme is conditional, inter alia, on Resolution
1 being passed at the General Meeting and the publication of the
Prospectus by the Company in relation to the offer of the New
Shares. If these conditions are not satisfied in respect of any
Placing under the Placing Programme, the relevant issue of the New
Shares will not proceed.
Assuming (i) only New Ordinary Shares are issued pursuant to the
Placing Programme at an issue price of 105 pence per Share (being
the mid-market price of the Ordinary Shares as at 8 October 2014,
being the last practicable date prior to publication of the
Circular); and (ii) the Company issues 250,000,000 New Ordinary
Shares (being the number of New Shares in respect of which the
Board is seeking Shareholders' consent to disapply the pre-emption
rights at the General Meeting), the Company would raise
GBP--262.5million of gross proceeds from the Placing Programme.
Applications will be made for admission of the New Shares issued
under the Placing Programme to the Official List (in the case of
New Ordinary Shares application will be to the Premium Listing
segment, and in the case of C Shares application will be to the
Standard Listing segment of the Official List) and to trading on
the main market of the London Stock Exchange. New Ordinary Shares,
including any arising on conversion of C Shares, will rank pari
passu in all respects with the existing Ordinary Shares. Both New
Ordinary Shares and C Shares will be capable of being held in
either certificated or uncertificated form.
The authority to allot the New Shares under the Placing
Programme will lapse on the date falling 12 months after
publication of the Prospectus, and the Directors' present intention
is to utilise the authority in full during this 12 month
period.
Amendments to the Articles
Amendments to the C Share rights
At present, the Company only has Ordinary Shares in issue. The
Articles allow the Company to issue both Ordinary Shares and C
Shares, with the C Shares being designed to ensure that a new issue
of Shares does not unfairly dilute returns which have accrued on
the Ordinary Shares already in issue. The Company has identified
certain scenarios where in certain circumstances the rights
presently attaching to C Shares and set out in the Articles may not
operate with the intended effect, and could therefore disadvantage
the existing Ordinary Shareholders. Resolution 2 to be proposed at
the General Meeting therefore seeks to make some technical changes
to the rights attaching to the C Shares so as to remove that
possibility, as follows:
-- Amending the definition of the "Calculation Date" so as to
provide flexibility for the Directors to determine, at the time of
any issue of C Shares, the most appropriate date for Conversion of
that series of C Shares into Ordinary Shares (at present Conversion
occurs either on a long-stop date of six months after issue or when
85% of the funds raised from the relevant C Share issue have been
invested);and
-- Amending the Conversion Ratio so that it (i) takes into
account any dividends declared by reference to a record date prior
to Conversion but not yet paid; and (ii) treats both the C Shares
and the Ordinary Shares as equity, notwithstanding that, for
technical reasons, IFRS requires the C Shares to be accounted for
as a liability of the Company.
Amendments to the Articles - proceedings of Directors
In order to prevent the Company being deemed to be tax-resident
in the United Kingdom, its Articles contain provisions requiring
meetings to be held in Guernsey. Due to recent changes in UK tax
policy, the holding of Board meetings in the UK will not of itself
result in the Company becoming tax resident in the UK. The Company
therefore proposes to amend its Articles so as to allow it to hold
Board meetings outside Guernsey. It remains the intention of the
Directors that Board meetings will be held in Guernsey, and that
the Board would only avail itself of the ability to hold them
elsewhere if circumstances dictated that this was necessary and
appropriate.
General Meeting
A General Meeting of the Company to consider and, if thought
fit, approve the Proposals has been convened to be held at 11.30 am
on 4 November 2014 at 1 Royal Plaza, St Peter Port, Guernsey, GY1
2HL. The notice convening the meeting is set out in Part 3 of the
Circular. The Resolutions to be proposed at the General Meeting
will be:
i. a special resolution giving the Directors authority to allot
up to 250,000,000 New Shares (which may be Ordinary Shares or C
Shares) under the Placing Programme on a non-pre-emptive basis;
ii. a special resolution amending the Articles with respect to
the rights attaching to the C Shares amending the Calculation Date
definition and Calculation Ratio; and
iii. a special resolution amending the Articles with respect to
the provisions relating to the holding of Board meetings in
Guernsey.
Expected Timetable
Event Time/date
------------------------------------------- ------------------------------
Latest time and date for receipt of 11.30 a.m. on 31 October 2014
Forms of Proxy
------------------------------------------- ------------------------------
Latest time and date for transmission 11.30 a.m. on 31 October 2014
of CREST proxy instructions
------------------------------------------- ------------------------------
General Meeting 11.30 a.m. on 4 November 2014
------------------------------------------- ------------------------------
Expected date of publication of Prospectus 5 November 2014
and commencement of Placing Programme
------------------------------------------- ------------------------------
The exact date of the publication of the Prospectus and the
start date of the Placing Programme, is not known as at the date of
the Circular but is expected to be on or around 5 November 2014.
The Placing Programme will end 12 months after the date of
publication of the Prospectus.
Notes:
1. These times and dates are indicative only. If any of the
above times and/or dates change, the revised times and/or dates
will be notified to Shareholders by announcement through a
Regulatory Information Service.
2. All references to times are to times in London, England, unless otherwise stated.
Enquiries:
NextEnergy Capital Limited 020 3714 8948
Michael Bonte-Friedheim
Aldo Beolchini
Cantor Fitzgerald Europe (Financial
Adviser & Joint Lead Bookrunner)
Sue Inglis (Corporate Finance) 020 7894 8016
Andrew Worne / Andrew Davey / Tom 020 7894 8529 / 020 7894 8646
Dixon (Sales) / 020 7894 8229
Shore Capital (Sponsor and Joint
Bookrunner) 020 7408 4090
Bidhi Bhoma
Anita Ghanekar
Patrick Castle
Macquarie Capital (Europe) Limited
(Joint Lead Bookrunner)
Ken Fleming 020 3037 2000
MHP Communications 020 3128 8100
Rupert Trefgarne
Jamie Ricketts
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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