TIDMNESF
RNS Number : 2046Y
NextEnergy Solar Fund Limited
07 September 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, 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 GBP236.2 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.GBP51
million.
-- The Company has fully drawn its debt facility with NIBC of
GBP22.7 million to finance its Cock Hill and Llwyndu plants. In
addition, as at 31 August 2015, the Company had drawn the full
GBP31.5 million available under its revolving credit facility with
Macquarie. The Company is currently negotiating an expansion of its
debt facilities up to c.GBP197 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.GBP274m:
- 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.GBP179 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.GBP335 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
Ticker NESF
ISIN for the New Ordinary Shares GG00BJ0JVY01
SEDOL for the New Ordinary Shares BJ0JVY0
Expected Timetable
Issue Price announced and Issue Opens Monday, 14 September 2015
Latest time for receipt of Application Forms to participate in the Issue via the Offer 12 noon on Wednesday,
23 September 2015
Latest time for receipt of Placing commitments 4.00 p.m. on Wednesday,
23 September 2015
Result of the Issue announced Thursday, 24 September
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 Wednesday,
30 September 2015
CREST accounts credited in respect of New Ordinary Shares issued pursuant to the Issue in
uncertificated form Wednesday,
30 September 2015
Share certificates despatched in respect of New Ordinary Shares issued pursuant to the
Issue Week commencing
in certificated form Monday, 5 October 2015
(MORE TO FOLLOW) Dow Jones Newswires
September 07, 2015 02:00 ET (06:00 GMT)
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