TIDMNESF
RNS Number : 4692E
NextEnergy Solar Fund Limited
10 February 2015
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 GBP182.4 million (101.0p per Share), up 0.7% from GBP181.2
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.GBP99.6 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.GBP207 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 GBP31.5 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 GBP182.4 million (101.0p per Share), up 0.7% from GBP181.2
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 GBP117.2 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 Week commencing
in certificated form Monday, 2 March 2015
For Further Information:
NextEnergy Capital Limited 020 3239 9054
Michael Bonte-Friedheim
Aldo Beolchini
Cantor Fitzgerald Europe (Financial Adviser and Joint Lead Bookrunner) 020 7894 7667
Sue Inglis (Corporate Finance)
Andrew Worne / Andrew Davey / Tom Dixon (Sales)
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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