TIDMNESF
RNS Number : 8848J
NextEnergy Solar Fund Limited
15 September 2016
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).
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, 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 RECOMMATION REGARDING ANY
SECURITIES.
INVESTORS SHOULD NOT PURCHASE OR SUBSCRIBE FOR ANY SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION
CONTAINED IN A PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN
MID-OCTOBER 2016 IN CONNECTION WITH THE COMPANY'S SHARE ISSUANCE
PROGRAMME. NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT SHALL FORM
THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN
INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER.
15 September 2016
NextEnergy Solar Fund Limited ("NESF" or the "Company")
Publication of Circular re. New Share Issuance Programme
The Board is pleased to announce that the Company has published
today a circular to shareholders (the "Circular") in connection
with a proposed share issuance programme which the Company intends
to put in place in respect of up to 350 million New Ordinary Shares
and/or C Shares (the "Share Issuance Programme"). The Circular,
which contains details of the resolution to be put to Shareholders
concerning the disapplication of pre-emption rights in respect of
the Share Issuance Programme (the "Resolution") and the notice
convening an extraordinary general meeting of the Company for 10.00
a.m. on 11 October 2016 (the "EGM") at which the Resolution will be
proposed, will be posted to Shareholders later today. Copies of the
Circular will be available shortly on the Company's website
(www.nextenergysolar.com) and the National Storage Mechanism
(www.morningstar.co.uk/uk/nsm).
Subject to the Resolution being passed at the EGM, the Company
expects to publish a prospectus in connection with the Share
Issuance Programme (the "Prospectus") in mid-October 2016,
following which it intends to undertake a first issue comprising a
placing and an offer for subscription (the "Initial Issue"). A
further announcement in respect publication of the Prospectus and
of the Initial Issue will be made in due course.
Unless otherwise defined, capitalised words and phrases in this
announcement shall have the meaning given to them in the
Circular.
Background to, and Reasons for the Share Issuance Programme
In April 2014 the Company raised gross proceeds of GBP85.6
million through an initial public offering. Subsequently, the
Company raised additional gross proceeds of GBP264.5 million
through a combination of a 12-month Share issuance programme
pursuant to a prospectus issued in October 2014 and the 2016 Tap
Issuance Programme. The last issue pursuant to the 2016 Tap
Issuance Programme, being the issue of 9,215,926 Ordinary Shares
raising gross proceeds of GBP9.5 million announced on 9 September
2016, was significantly oversubscribed.
The Group has also raised funds through debt facilities,
comprising a combination of short- and medium-term debt and
amortising long-term debt. As at 31 August 2016, the Group had
drawn down short- and medium-term debt and amortising long-term
debt of GBP73.2 million and GBP99.9 million respectively, whilst
GBP68.5 million remained undrawn under its GBP120 million revolving
credit facility.
As at 31 August 2016, the Company had invested GBP481.4 million
in 33 assets amounting to 414MW installed solar capacity. The
Investment Advisor is in advanced discussions, on behalf of the
Company, regarding opportunities to acquire a number of projects
with a total capacity in excess of 230MW. Although the Company may
not proceed with all or any of these opportunities, the Board is
confident that the Company's current available capital will be
substantially committed to new acquisitions by November 2016.
In addition to the near-term investment opportunities, the
Investment Advisor has identified a significant pipeline of
investment opportunities which it is considering for investment.
The Board anticipates that assets from this pipeline and other new
investment opportunities that may arise will be acquired out of
funds raised pursuant to the Share Issuance Programme, borrowings
or a combination of both.
The Share Issuance Programme will allow the Company to meet
investor demand for its Shares and to capitalise on its investment
pipeline and new investment opportunities.
Benefits of the Share Issuance Programme
The Directors believe that the Share Issuance Programme will
have the following principal benefits for Shareholders:
-- the Share Issuance Programme will allow the Company to tailor
the timing and quantum of the issue of New Shares to its pipeline
of investment opportunities, reducing cash drag and providing the
Company with the flexibility to undertake multiple issues of New
Shares over a 12-month period without incurring the costs of
publishing a further prospectus for each such issue;
-- issues of New Shares pursuant to the Share Issuance Programme
will only be undertaken on the basis that they are not, after fees
and expenses associated with the relevant Issue, NAV dilutive for
existing Shareholders;
-- it is expected that the net proceeds of each Issue will be
used to invest in additional UK solar assets, further diversifying
the Company's portfolio. The Company may also elect to reduce its
borrowings with a portion or all of the net proceeds;
-- an increase in the size of the Company should enhance its
marketability, broaden its investor base over the longer term and
improve secondary market liquidity in the Ordinary Shares; and
-- an increase in the size of the Company should result in a
reduction in its ongoing charges borne per Ordinary Share as its
operating costs will be spread over a larger capital base.
Overview of the Share Issuance Programme
Under the Share Issuance Programme, the Company is proposing to
issue up to 350 million New Shares through a series of issues. Each
Issue will comprise either a placing to institutional investors
(which, at the discretion of the Directors in consultation with the
Bookrunners, may be undertaken in conjunction with an offer for
subscription to the public) or an issue to one or more of the
Bookrunners for sale in the secondary market in response to market
demand for the Ordinary Shares.
The Company will have flexibility under the Share Issuance
Programme to issue both Ordinary Shares and/or C Shares. All New
Ordinary Shares will be issued at a premium to the prevailing Net
Asset Value per Ordinary Share which will be at least sufficient to
cover the costs and expenses of the relevant Issue. The issue price
of any C Shares issued pursuant to the Share Issuance Programme
will be GBP1.00 per C Share. Typically, C Shares convert into
Ordinary Shares on a Net Asset Value for Net Asset Value basis once
substantially all of the net proceeds of the C Share issue have
been invested. The costs and expenses of any issue of C Shares and
any other costs and expenses which the Directors believe are
attributable to the C Shares will be paid out of the pool of assets
attributable to the C Shares and accordingly will not dilute the
Net Asset Value of the Ordinary Shares. The Directors, in
consultation with the Bookrunners, will decide on the most
appropriate type of Shares to issue in relation to each Issue based
on a number of factors, including the anticipated net issue
proceeds from that Issue, the likely timing for investing those net
proceeds in acquiring solar assets and the expected operational
status of such assets at the time they are likely to be
acquired.
The Share Issuance Programme will open when the Company
publishes a prospectus in relation to the Share Issuance Programme,
which is expected to be in mid-October 2016, and it is anticipated
that there will be a separate closing for each Issue such that New
Shares will be allotted on such dates as are determined by the
Directors until the earliest to occur of:
-- the first anniversary of the date of the Prospectus;
-- the date on which an aggregate of 350 million New Shares have
been admitted to the Official List and to trading on the main
market of the London Stock Exchange; and
-- such other date as may be agreed between the Company and the Bookrunners.
The size and frequency of each Issue will be determined at the
discretion of the Directors in consultation with the Bookrunners.
Issuances may take place at any time prior to the final closing
date for the Share Issuance Programme (being the earliest to occur
of the above).
Applications will be made for admission of each Issue of New
Shares to the Official List (in the case of New Ordinary Shares, to
the premium segment and, in the case of C Shares, to the standard
segment) 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 (save for any dividends or other distributions
made, paid or declared out of the profits of the Company
attributable to the Ordinary Shares by reference to a record date
before the date of their issue).
The Share Issuance Programme is conditional on, inter alia, the
Resolution being passed at the EGM and the publication of the
Prospectus.
The net proceeds of New Shares issued pursuant to the Share
Issuance Programme will be used to fund acquisitions of additional
assets in accordance with the Company's investment policy, for
working capital purposes and/or to repay debt.
Initial Issue Pursuant to Share Issuance Programme
The Directors expect, subject to market conditions, to announce
an initial Issue pursuant to the Share Issuance Programme,
comprising a placing and offer for subscription, when the
Prospectus is published in mid-October 2016. The Directors have yet
to determine whether the Initial Issue will be in respect of New
Ordinary Shares or C Shares. Shareholders will be sent a copy of
the Prospectus when it is published, which will explain how they
can apply for New Shares pursuant to the Initial Issue through the
offer for subscription.
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 / Gina Bell
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 approximately GBP350m since
its initial public offering on the main market of the London Stock
Exchange in April 2014. It also has credit facilities of GBP242.5m
in place (Macquarie and Santander: GBP120m, MIDIS: GBP55.0m,
Bayersiche Landesbank: GBP44.9m and NIBC: GBP21.7m).
NESF is differentiated by its access to NextEnergy Capital Group
(NEC Group), its investment manager and adviser, 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. NextPower II is NEC
Group's private equity fund with initial commitments of EUR150m,
investing in operating solar power plants and focused on
consolidating the substantial, highly fragmented Italian solar
market.
Further information on NESF, NEC Group and WiseEnergy is
available at www.nextenergysolarfund.com, www.nextenergycapital.com
and www.wise-energy.eu.
Important Notice
Each of Cantor Fitzgerald Europe, Fidante Capital, Macquarie
Capital and Shore Capital is authorised and regulated in the United
Kingdom by the FCA and acting only for the Company in connection
with the matters described in this announcement. Persons receiving
this announcement should note that none of Cantor Fitzgerald
Europe, 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 Europe,
Fidante Capital, Macquarie Capital or Shore Capital, or for
advising any other person on the matters described in this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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