TIDMNESF
RNS Number : 8688H
NextEnergy Solar Fund Limited
13 June 2017
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM, IRELAND, THE
NETHERLANDS AND SWEDEN) OR ANY OTHER JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL OR RESTRICTED BY LAW (COLLECTIVELY, "RESTRICTED
JURISDICTIONS") OR TO US PERSONS (WITHIN THE MEANING OF REGULATION
S UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT")).
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER
TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR
SUBSCRIBE FOR, ANY SECURITIES IN THE COMPANY IN ANY RESTRICTED
JURISDICTION, NOR SHALL IT (OR ANY PART OF IT OR THE FACT OF ITS
DISTRIBUTION) FORM THE BASIS OF, BE RELIED ON IN CONNECTION WITH OR
ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT, COMMITMENT OR
INVESTMENT DECISION IS RESPECT OF ANY SUCH SECURITIES. THE
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED
STATES. WITHOUT PREJUDICE TO THE FOREGOING GENERALITY, THIS
ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMATION REGARDING ANY
SECURITIES.
ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF
THE PROSPECTUS PUBLISHED BY THE COMPANY ON 15 NOVEMBER 2016 (AND
ANY SUPPLEMENT THERETO, INCLUDING THE SUPPLEMENTARY PROSPECTUS
PUBLISHED BY THE COMPANY ON 5 JANUARY 2017) IN CONNECTION WITH ITS
SHARE ISSUANCE PROGRAMME (THE "PROSPECTUS").
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE
REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE
REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
UNLESS THE CONTEXT REQUIRES OTHERWISE, WORDS AND EXPRESSIONS
DEFINED IN THE PROSPECTUS HAVE THE SAME MEANINGS WHEN USED IN THIS
ANNOUNCEMENT.
13 June 2017
NextEnergy Solar Fund Limited ("NESF" or the "Company")
Company Update and Proposed Placing
Highlights
-- Unaudited NAV as at 31 May 2017 of GBP475.4m (31 December 2016: GBP466.6m).
-- Unaudited NAV per share as at 31 May 2017 increased to 104.2p
(31 December 2016: 102.6p).
-- Investment portfolio of 48 operating solar PV plants with a
total capacity of 483MWp and an investment value of GBP554.4m. In
addition, NESF has acquired project rights to build 59.8MWp of
solar plants.
-- NESF currently has c.GBP100m of cash and credit facilities
available to fund new investments. The Company is currently in
advanced negotiations on a pipeline of projects secured under
letters of intent in respect of 98.5MWp with an investment value of
c.GBP111m and is in negotiations on a further c.170MWp of projects
with an investment value of c.GBP147m.
-- As a result of NESF's funding requirements for its pending
transaction activity, the Board is proposing a placing of New
Ordinary Shares at 110p per share to raise a target of GBP100m (the
"Placing") pursuant to its Share Issuance Programme.
-- In addition, having consulted investors representing the
majority of NESF's issued share capital and subject to the FCA's
prior approval, the Board intends to seek Shareholder approval at
the Company's 2017 annual general meeting to broaden NESF's
investment policy to permit up to 15% of Gross Asset Value to be
invested in solar assets in OECD countries (other than the UK).
Company Update
-- The Company's unaudited NAV as at 31 May 2017 was GBP475.4m
(31 December 2016: GBP466.6m).
-- The unaudited NAV per Ordinary Share as at 31 May 2017
increased to 104.2p (31 December 2016: 102.6p). As at 12 June 2017,
the Ordinary Share price was 114.625p, which equates to a premium
of 10% to the unaudited NAV per Ordinary Share as at 31 May
2017.
-- The increase in the NAV per Ordinary Share was driven
principally by continued operating outperformance, higher inflation
expectations, reduction in discount rates and the impact of the
GBP150m long-term refinancing secured in January 2017, which were
partially offset by lower power price forecasts.
- During the year ended 31 March 2017, energy generated from the
portfolio amounted to 394GWh, 3.3% above budget (despite solar
irradiation being lower by 0.3%) with an Asset Management Alpha of
+3.6%. The valuation of one further plant now includes a higher
estimate for future operating outperformance, bringing the total to
four plants whose valuations includes a higher forecast electricity
generation on the basis of their historical performance.
- NESF's equity discount rate was lowered by 0.25% to 7.25% for
unlevered assets to reflect the increasing market value of UK
operating solar assets. The risk premium for levered assets was
unchanged at between 0.7% to 1.0%.
-- The Company's current portfolio comprises 48 operating plants
with a total capacity of 483MWp and an investment value of
GBP554.4m. In addition, NESF has acquired project rights to build
four solar plants with a total installed capacity of 59.8MWp (the
acquisition value of this development portfolio was less than 0.25%
of the Company's net asset value).
-- NESF currently has c.GBP100m of cash and credit facilities
available to fund new investments.
-- NESF is currently in advanced negotiations on a further 23
operating plants, secured by letters of intent granting exclusivity
rights, for a total capacity of 98.5MWp with an investment value of
c.GBP111m and has a significant pipeline of additional UK
investment opportunities in negotiations in respect of c.170MWp for
a total investment value of c.GBP147m, as well as being in
discussions on a further c.331MWp with an investment value of
c.GBP248m.
The Placing
As a result of the funding requirements for its pending
transaction activity, the Board is proposing an issue of New
Ordinary Shares at 110p per share (the "Placing Price"), targeting
gross proceeds of GBP100m, by way of a
non-pre-emptive placing pursuant to the Share Issuance Programme. The Placing Price represents:
-- a premium of 5.6% to the NAV per Ordinary Share of 104.2p as at 31 May 2017; and
-- a discount of 4.0% to the mid-market price per Ordinary Share
of 114.625p as at 12 June 2017.
The Placing, and an investor's participation in it, is subject
to the terms and conditions of the Placing set out in Part 8 of the
Securities Note which forms part of the Prospectus. Copies of the
Prospectus may, subject to any applicable law, be obtained from the
Company's registered office, on the Company's website
(www.nextenergysolarfund.com) or via the National Storage Mechanism
(www.morningstar.co.uk/uk/NSM).
Participation in the Placing will be available only to
qualifying investors (as defined in section 86(7) of the Financial
Services and Markets Act 2000 (as amended)). Such investors are
invited to apply for New Ordinary Shares by contacting Cantor
Fitzgerald, Fidante Capital, Macquarie or Shore Capital.
The Directors reserve the right to increase the size of the
Placing in the event of material excess demand for the New Ordinary
Shares.
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 22 June
2017.
The New Ordinary Shares will, when issued, rank pari passu with
the existing Ordinary Shares. The New Ordinary Shares will rank for
the first interim dividend for the year ending 31 March 2018, which
is expected to be announced in August 2017 and payable in September
2017.
It is intended that the proceeds of the Placing will be used to
fund new investments in accordance with the Company's investment
policy.
Expected Timetable
Placing opens Tuesday, 13 June 2017
Latest time for receipt of Placing commitments 3.00 p.m. on Tuesday, 20 June 2017
Result of Placing Issue announced Wednesday, 21 June 2017
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, 23 June 2017
CREST accounts credited in respect of New Ordinary Shares issued pursuant to
Placing in uncertificated
form Friday, 23 June 2017
Share certificates despatched in respect of New Ordinary Shares issued pursuant to
Placing Week commencing
in certificated form Monday, 26 June 2017
*The dates and times specified above are references to London
times and are subject to change, in which event details of the new
times and dates will be notified, as required, through an RIS.
Proposed Broadening of Investment Policy
There continue to be significant investment opportunities in the
UK solar market and the Company's Investment Adviser continues to
focus on securing investment opportunities at attractive
acquisition metrics / returns on capital employed. NESF has a large
pipeline of opportunities secured by letters of intent or in
negotiations and advanced discussions. However, increased interest
by new market entrants and existing financial investors is leading
to increasing price pressures for previously-constructed solar
power plants. Over the past year, NESF has focused on securing
multiple smaller projects from a broader group of counterparts to
drive attractively-priced portfolio growth.
Looking forward, future portfolio growth in the UK is expected
to result from the acquisition of previously-constructed solar
plants as well as, over the next 12 to 24-month period, from the
acquisition of subsidy-free solar plants. Subsidy-free solar plants
are expected to become financially viable in the UK over that time
frame as solar investment values and operating costs continue to
decline significantly. The Company's Investment Adviser is seeking
to be at the forefront of working with suppliers to drive
investment values and operating costs down to sustainable
levels.
Beyond the UK, there are a number of international solar markets
in developed economies that have very similar characteristics to
the domestic solar market. The Board believes that solar expertise
is readily transferred across geographies, as already demonstrated
by the Company's Investment Adviser, which has taken its expertise
developed in Italy and has successfully deployed it in the UK and
South African solar markets, and that the systems and know-how of
WiseEnergy, the Company's asset manager, are deployable in an
efficient manner across international markets. In addition, in many
instances the market participants in these solar markets are
well-known to NESF and its Investment Adviser due to their
activities in the UK market.
Having consulted Shareholders representing the majority of the
Company's issued share capital, the Board is proposing that the
Company should be permitted to invest up to 15% of its Gross Asset
Value (calculated at the time of investment) in solar PV assets
that are located outside the UK. Investments outside the UK would
be made only in Organisation for Economic Co-operation and
Development ("OECD") countries that the Investment Manager and
Investment Adviser believe have a stable solar energy regulatory
environment and provide investment opportunities with similar, or
better, investment characteristics and risk-weighted returns
relative to available solar investments in the UK. Furthermore, it
is envisaged that, where investments are made in currencies other
than sterling, currency hedging may be carried out to seek to
provide protection to the level of sterling dividends and other
distributions that the Company aims to pay on the Ordinary Shares
and in order to reduce the risk of currency fluctuations and the
volatility of returns that may result from such currency
exposure.
The Board believes that broadening the geographic scope of the
Company's investment policy will increase the range of investment
opportunities available to the Company at attractive acquisition
metrics / returns on capital employed and is consistent with the
Company's target returns to Shareholders.
The proposed changes to the Company's investment policy are
material and, as required by the Listing Rules, are subject to
approval by the FCA and by Shareholders. Shareholder approval will
be sought at the next annual general meeting of the Company, which
is expected to be held in late August 2017.
For further information:
NextEnergy Capital Limited 020 3239 9054
Michael Bonte-Friedheim
Aldo Beolchini
Cantor Fitzgerald Europe 020 7894 7667
Sue Inglis
Fidante Capital 020 7832 0900
Robert Peel
Justin Zawoda-Martin
Macquarie Capital (Europe) Limited 020 3037 2000
Nick Stamp
Shore Capital 020 7408 4090
Bidhi Bhoma
Anita Ghanekar
MHP Communications 020 3128 8100
Andrew Leach
Jamie Ricketts
Luke Briggs
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 GBP465m since its initial
public offering on the main market of the London Stock Exchange in
April 2014. It also has credit facilities of GBP270.2m in place
(GBP150m from a syndicate including MIDIS, NAB and CBA; MIDIS:
GBP54.7m; Bayerische Landesbank: GBP43.8m; and NIBC: GBP21.7m).
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 1,250 utility-scale solar power plants with an
installed capacity in excess of 1.7 GW.
Further information on NESF, NEC Group and WiseEnergy is
available at www.nextenergysolarfund.com, www.nextenergycapital.com
and www.wise-energy.eu.
Important Notices and Disclaimers
Each of Cantor Fitzgerald Europe ("Cantor Fitzgerald), Fidante
Partners (Europe) Limited ("Fidante"), Macquarie Capital (Europe)
Limited ("Macquarie Capital") and Shore Capital and Corporate
Limited ("Shore Capital") is authorised and regulated in the United
Kingdom by the FCA and acting only for the Company in connection
with the Placing. Persons receiving this announcement should note
that none of Cantor Fitzgerald, Fidante Capital, Macquarie Capital
or Shore Capital will be responsible to anyone other than the
Company for providing the protections afforded to customers of
Cantor Fitzgerald, Fidante Capital, Macquarie Capital or Shore
Capital, or for advising any other person on the matters described
in this announcement.
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 Investment
Manager, the Investment Adviser, the Joint Bookrunners or the
Sponsor or by any of their respective affiliates partners,
directors, officers, employees, advisers or agents as to, or in
relation to, the truth, accuracy or completeness of the information
in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the
Company, whether written, oral or in a visual or electronic form
and howsoever transmitted or made available, or any loss howsoever
arising from any use of this announcement or its contents or
otherwise in connection with it.
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 Investment Manager, the Investment
Adviser, 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 contents of this announcement, which has been prepared by
and is the sole responsibility of the Company, have been approved
as a financial promotion for the purposes of section 21(2)(b) of
the Financial Services and Markets Act 2000 by NextEnergy Capital
Limited, which is authorised and regulated by the Financial Conduct
Authority.
The value of investments may go down as well as up, and all of
the value of an investor's investment in the Company will be at
risk. Past performance is not a guide to future performance and the
information in this announcement or any documents relating to the
Placing (including, without limitation, the Prospectus) cannot be
relied upon as a guide to future performance. Any persons needing
advice should contact a professional adviser.
Accessing this announcement in certain jurisdictions may be
restricted by law. Persons accessing this announcement must satisfy
themselves that it is lawful to do so under any applicable
securities laws of the jurisdiction in which they access this
announcement. The Company assumes no responsibility in the event
there is a violation by any person of any such restrictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCQLLFFDQFEBBK
(END) Dow Jones Newswires
June 13, 2017 02:00 ET (06:00 GMT)
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