Foresight Group Holdings Limited - Extension to share buyback
programme
LEI: 213800NNT42FFIZB1T09
9 December 2024
Foresight Group Holdings
Limited
Extension to share buyback
programme
Foresight Group Holdings Limited
("Foresight", the "Company" or the "Group") is a leading
independent investment manager in UK&I private equity and
international infrastructure strategies.
Today the Group is pleased to
announce the extension of its share buyback programme to buy back
(repurchase) Ordinary Shares (as defined in Foresight's articles of
incorporation) (the "shares" or "Ordinary Shares") in the capital
of Foresight (the "Share Buyback") by a further £5m, with the new
maximum pecuniary amount being £15m. The Share Buyback was
originally announced on 27 October 2023 and was previously extended
on 27 June 2024. Since the commencement of the current buyback
programme, 2,133,380 shares have been repurchased for an aggregate
consideration of £9,910,994.57.
The Board has determined that the
continuation of its share buyback programme is an optimal use of
cash resources and is in the best interests of the Company and its
shareholders. Numis Securities Limited (which is trading for these
purposes as Deutsche Numis) ("Deutsche Numis") will continue be
authorised by the Board of Directors of Foresight (the "Board") to
make trading decisions in relation to the Share Buyback
independently of Foresight, noting that the Board will continue to
assess the ongoing utilisation of its remaining Share Buyback
allocation when considering other capital allocation priorities
such as M&A.
The Share Buyback will take place
within the limitations of the authority granted to the Board of
Foresight at its annual general meeting ("General Authority"), held
on 2 August 2024 (the "AGM"), pursuant to which the maximum number
of shares which may be bought back is 11,589,254, of which 1,503,818 has been
utilised.
About the Share
Buyback
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The Share
Buyback will be financed through existing
cash resources.
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The aggregate number of Ordinary
Shares acquired by the Company pursuant to the Share Buyback shall not exceed the
maximum number of Ordinary Shares which the Company is authorised
to purchase pursuant to the General Authority.
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In accordance with the General
Authority, the maximum price paid per Ordinary Share acquired by
the Company pursuant to the Share
Buyback is to be no more than the higher of
(i) 105% of the average middle market closing price of an Ordinary
Share on the London Stock Exchange for the five business days
preceding the date of purchase; and (ii) the higher of the price of
the last independent trade of an Ordinary Share, and the highest
independent bid for the Ordinary Shares as derived from the London
Stock Exchange Trading System at the time of the purchase. Further,
in accordance with the General Authority the minimum price payable
per Ordinary Share acquired by the Company pursuant to the Share
Buyback is £nil.
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The Share
Buyback will continue until the earlier of
the expiration of the General Authority or until the number of
Ordinary Shares equal to the maximum pecuniary amount have been
purchased under the Share Buyback or the
process is terminated.
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The purchased Ordinary Shares will
be held by the Group in treasury at the Group's discretion for
later reissue or cancellation. Shares held in treasury are, subject
to the Companies (Guernsey) Law, 2008, not entitled to
distributions or dividends and the rights and obligations of such
shares shall be suspended (including any voting rights at the
Group's general meetings).
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Shareholders approved a waiver of
Rule 9 of the Takeover Code at the AGM. If the General Authority
was exercised in full, as the concert party of Bernard Fairman,
Gary Fraser and David Hughes are not participating, their aggregate
shareholdings would increase from 34.4% to
37.7%.
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Share repurchases will take place in
open market transactions and may be made from time to time
depending on market conditions, share price and trading volume.
There is no certainty that any buybacks will be completed. The
Share Buyback may be paused at any time if deemed appropriate by
Deutsche Numis with respect to the market conditions.
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The Company confirms that it is not
in a closed period and currently has no unpublished inside
information.
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The Share
Buyback will operate in accordance with and
under the terms of the relevant General Authority, and within the
regulatory limit on the quantity of Ordinary Shares the Company may
purchase on a single day. The Share
Buyback will be conducted within the
parameters of the Market Abuse Regulation 596/2014/EU and the
delegated regulations made pursuant to it (as incorporated into
English law by virtue of the European Union (Withdrawal) Act 2018
and as amended from time to time) ("MAR").
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However, there will be circumstance
where the Group conducts share repurchases such that they exceed 25
per cent of the average daily volume in Ordinary Shares for the 20
trading days prior to the share repurchase, accordingly, Foresight
may not benefit from the exemption contained in Article 5(1) of
MAR.
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As at 6 December 2024, the Group's
total issued share capital consisted of 116,347,803 Ordinary Shares, with one voting
right per share and 1,248,641 shares held in treasury. Therefore,
the total number of voting rights in the Group was
115,099,162.
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For further information please
contact:
Foresight Group Investors
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Deutsche Numis
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Liz Scorer / Ben McGrory
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Charles Farquhar / Rajesh
Iyer
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+44 (0) 7966 966956 / +44 (0) 7443
821577
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+44 (0) 207 260
1000
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ir@foresightgroup.eu
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About Foresight Group Holdings Limited
Founded in 1984, Foresight is a
leading investment manager in real assets and capital for growth,
operating across the UK, Europe, and Australia.
With decades of experience,
Foresight offers investors access to attractive investment
opportunities at the forefront of change. Foresight actively builds
and grows investment solutions to support the energy transition,
decarbonise industry, enhance nature recovery and realise the
economic potential of ambitious companies.
A constituent of the FTSE 250 index,
Foresight's diversified investment strategies combine financial and
operational skillsets to maximise asset value and provide
attractive returns to its investors. Its wide range of private and
public funds is complemented with a variety of investment solutions
designed for the retail market.
Foresight is united by a shared
commitment to build a sustainable future and grow thriving
companies and economies.
Visit https://foresight.group for
more information.
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updates.