FORESIGHT SOLAR FUND LIMITED

INITIAL PLACING, OFFER FOR SUBSCRIPTION, PRIVATE PLACEMENT AND A PLACING PROGRAMME 2017

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Prospectus you should consult your accountant, legal or professional adviser, financial adviser or a person authorised for the purposes of the Financial Services and Markets Act 2000, as amended, who specialises in advising on the acquisition of shares and other securities.

This document comprises a prospectus relating to Foresight Solar Fund Limited (the "Company"), prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the "FCA") made under section 73A of the Financial Services and Markets Act 2000, as amended ("FSMA") and approved by the FCA in accordance with section 85 of the FSMA. This document has been filed with the FCA in accordance with Rule 3.2 of the Prospectus Rules and will be made available to the public in accordance with the Prospectus Rules at http://www.foresightgroup.eu/fsfl-home. Foresight Group CI Limited, the Company's investment manager, has notified the FCA that the Ordinary Shares are being marketed in the UK.

It should be remembered that the price of shares and the income from them can go down as well as up and that shareholders may not receive, on the sale or the cancellation or redemption of their shares, the amount that they invested. Potential investors are strongly recommended to read and consider this prospectus before completing an application.

This document has also been prepared, and a copy of it has also been sent to the Jersey Financial Services Commission, in accordance with the Collective Investment Funds (Certified Funds — Prospectuses) (Jersey) Order 2012. The Jersey Financial Services Commission does not take any responsibility for the financial soundness of the Company or for the correctness of any statements made or expressed in this document.

This fund has been established in Jersey as a listed fund under a fast-track authorisation process. It is suitable therefore only for professional or experienced investors, or those who have taken appropriate professional advice. Regulatory requirements which may be deemed necessary for the protection of retail or inexperienced investors do not apply to listed funds. By investing in this fund you will be deemed to be acknowledging that you are a professional or experienced investor, or have taken appropriate professional advice, and accept the reduced requirements accordingly. You are wholly responsible for ensuring that all aspects of this fund are acceptable to you. Investment in listed funds may involve special risks that could lead to a loss of all or a substantial portion of such investment. Unless you fully understand and accept the nature of this fund and the potential risks inherent in this fund you should not invest in this fund.

The Company and its Directors, whose names appear on page 46 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Prospective investors should read this entire document and in particular, the matters set out under the heading "Risk Factors" on pages 19 to 37 of this document, when considering an investment in the Company.

FORESIGHT SOLAR FUND LIMITED

(Incorporated in Jersey, Channel Islands under the Companies (Jersey) Law, 1991 (as amended) with registered number 113721)

Issue of up to 250 million New Shares pursuant to an Initial Placing, Offer for Subscription, Private Placement and a Placing Programme

Sponsor, Joint Broker and Joint UK Bookrunner

Stifel Nicolaus Europe Limited

Joint Broker and Joint UK Bookrunner

J.P. Morgan Cazenove

JSE Sponsor and South African Bookrunner

FirstRand Bank Limited

Investment Manager Foresight Group CI limited

Applications will be made to the UK Listing Authority for the New Shares to be admitted to the Official List (premium listing) and to the London Stock Exchange for all such New Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities. It is expected that such admission will become effective, and that dealings in the New Shares will commence during the period from 3 April 2017 to 2 March 2018.

The JSE has granted approval to the Company for the Secondary Listing, by way of a Private Placement under the fast-track listing process contemplated in Section 18 of the JSE Listing Requirements to selected persons in South Africa who fall within one of the specified categories listed in section 96(1) of the South African Companies Act, 71 of 2008, as amended, of all of the Ordinary Shares and the New Shares. The Secondary Listing will be a foreign inward listing. The Financial Surveillance Department of the South African Reserve Bank ("SARB") has approved the private placement in South Africa and the inward listing of the Company on the Main Board of the JSE, and classified the inward listed Ordinary Shares as 'domestic' for South African exchange control purposes.

Stifel Nicolaus Europe Limited ("Stifel") is authorised and regulated in the United Kingdom by the FCA. Stifel is acting exclusively for the Company and no-one else in connection with the Issues, this document or any other matters referred to in this document, will not regard any other person (whether or not a recipient of this document) as its client in relation to the Issues or any other matters referred to in this document. Stifel will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Issues or any transaction or arrangement referred to in this document.

J.P. Morgan Securities plc (which conducts its investment banking activities in the UK as J.P Morgan Cazenove, "J.P. Morgan Cazenove") is authorised by the Prudential Regulatory Authority (the "PRA") and is regulated in the United Kingdom by the FCA and PRA. JPMC is acting exclusively for the Company and no-one else in connection with the Issues, this document or any other matters referred to in this document, will not regard any other person (whether or not a recipient of this document) as its client in relation to the Issues or any other matters referred to in this document. JPMC will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Issues or any transaction or arrangement referred to in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on Stifel and J.P. Morgan Cazenove under FSMA or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Stifel nor J.P. Morgan Cazenove nor any of their respective affiliates accept any responsibility or liability whatsoever for, nor make any representation or warranty, express or implied, concerning the contents of this document, including its accuracy, completeness or verification, or for any other statement made or purported to be made by the Company, or on the Company's behalf, or by Stifel or J.P. Morgan Cazenove, or on behalf of Stifel or J.P. Morgan Cazenove in connection with the Company, the Issues, the New Shares or Admission and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. To the fullest extent permitted by law, each of the Stifel and J.P. Morgan Cazenove and their respective affiliates disclaim all and any duty, liability or responsibility whatsoever, whether direct or indirect and whether in contract, in tort, under statute or otherwise (save as referred to above), which it might otherwise have in respect of this document or any such statement.

FirstRand Bank Limited (acting through its division Rand Merchant Bank) ("RMB") is authorised and regulated by the Financial Services Board of South Africa. RMB is acting exclusively for the Company and no-one else in connection with the Issues, this document or any other matter referred to in this document, it will not regard any other person (whether or not a recipient of this document) as its client in relation to the Issues this document or any other matter referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on it by the Financial Services Board of South Africa or the regulatory regime established thereunder, RMB will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Issues or any transaction or arrangement referred to in this document.

No person has been authorised to give any information or make any representations other than those contained in this document and any such information or representations must not be relied upon as having been so authorised by the Company, the Directors, Stifel, J.P. Morgan Cazenove, RMB or any other person. The Company will comply with its obligation to publish supplementary prospectuses containing further updated information required by law or by any regulatory authority but assumes no further obligation to publish additional information.

Subject to FSMA, the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Rules, neither the delivery of this document nor any subscription made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in this document is correct as at any time after this date. Without limitation, the contents of the Company's website do not form part of this document.

The contents of this document or any subsequent communication from the Company, Stifel or J.P. Morgan Cazenove, RMB or any of their respective affiliates, officers, directors, employees or agents are not to be construed as legal, financial or tax advice. Each prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

The Ordinary Shares offered by this document have not been and will not be registered under the United States Securities Act of 1933 as amended (the "U.S. Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any U.S. person (within the meaning of Regulation S under (the U.S. Securities Act). In addition, the Company has not been, and will not be, registered under the United States Investment Company Act of 1940, as amended, the "U.S. Investment Company Act").

Prospective investors should consider carefully (to the extent relevant to them) the notices to residents of various countries set out on pages 151 to 152 of this document.

3 March 2017

	Page 4
SUMMARY
RISK FACTORS
IMPORTANT INFORMATION
EXPECTED TIMETABLE	43
ISSUE STATISTICS	45
DIRECTORS, INVESTMENT MANAGER AND ADVISERS	46
DEFINITIONS	48
PART 1 THE COMPANY	59
PART 2 THE COMPANY'S INVESTMENT OBJECTIVE, POLICY AND STRATEGY	65
PART 3 RENEWABLE ENERGY AND THE SOLAR ENERGY MARKET IN THE UK	71
PART 4 THE COMPANY'S PORTFOLIO	81
PART 5 FURTHER DETAILS OF THE COMPANY	88
PART 6 THE INITIAL PLACING, OFFER AND PRIVATE PLACEMENT	99
PART 7 THE PLACING PROGRAMME	106
PART 8 FINANCIAL INFORMATION	110
PART 9 TAXATION	114
PART 10 ADDITIONAL INFORMATION	118
PART 11 TERMS AND CONDITIONS OF THE INITIAL PLACING AND THE PLACING PROGRAMME	141
PART 12 TERMS AND CONDITIONS OF THE OFFER FOR SUBSCRIPTION	145
NOTICES TO OVERSEAS INVESTORS	151
NOTES ON HOW TO COMPLETE THE APPLICATION FORM	153
APPLICATION FORM	157

SUMMARY

Summaries are made up of disclosure requirements known as 'Elements'. These Elements are numbered in Sections A — E (A.1 — E.7).

This summary contains all the Elements required to be included in a summary for this type of security and issuer. Because some Elements are not required to be addressed there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted into the summary because of the type of security and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of 'not applicable'.

Element	Disclosure
A.1	Warning
	This summary should be read as an introduction to the Prospectus. Any decision to invest in the Ordinary Shares should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the EEA States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who are responsible for this summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in such securities.
A.2	Subsequent resale of securities or final placement of securities through financial intermediaries
	Not applicable. The Company is not engaging any financial intermediaries for any resale of securities or final placement of securities requiring a prospectus after publication of this document.

Section A — Introduction and warnings

Element	Disclosure
B.1	Legal and commercial name The issuer's legal and commercial name is Foresight Solar Fund Limited.
B.2	Domicile and legal form The Company is a closed-ended investment company and was incorporated with limited liability in Jersey under the Companies Law on 13 August 2013, with registered number 113721.
B.5	Group description The Company is the holding company of the Subsidiary, Foresight Solar (UK Holdco) Ltd. Up to 31 March 2016, the Subsidiary invested in further holding companies (the "SPVs") which then invested in ground-based solar power plants. On 11 January 2016, the Subsidiary incorporated a subsidiary, FS Holdco Limited (Holding Subsidiary 1). On 31March 2016, the Subsidiary transferred all equity investments and related shareholder loans in the SPVs to Holding Subsidiary 1 in consideration for 16 ordinary shares issued by Holding Subsidiary 1 and a loan receivable on a pari passu basis. The Company is the ultimate holding company of the Group.

Section B — Issuer

	The Company currently Holding Subsidiary 2 wholly-owned by the Subsidiaries to ensure the investment restrictions are both parties to the principal investment each of which own, wholly owned subsidiary Shotwick and the other equity and shareholder Facilities and RCF 1	makes its which are both Company. The that they comply that apply Investment holding company directly or indirectly, of Holding which owns loans. Holding Agreement. FS Debtco	investments principally wholly-owned by Company controls with the investment to the Company. Management Agreement. for the Company a ground based Subsidiary 2, invests Sandridge. Each Subsidiary 1 is the is the borrower	via Holding the Subsidiary, the investment policy of the The Company and Holding and currently solar power plant. in two SPVs one of the SPVs is borrower under under the RCF	Subsidiary 1 and which is, in turn, policy of the Company and the Subsidiary Subsidiary 1 is the invests in 16 SPVs FS Debtco, a of which owns funded by way of the Term Loan 2 Agreement.
B.6	Major shareholders As at 1 March 2017 document), the Company the Company's issued	(being the latest was aware of share capital:	practicable date the following	prior to the interests in five per	publication of this cent. or more of
				No. of	Percentage of issued share
				Shares	capital
	Newton Investment	Management Limited		33,899,066	9.94%
	BlackRock Inc. and its	Associates		33,290,469	9.76%
	Schroders plc Legal & General Investment	Management	Limited	30,841,666 24,588,350	9.04% 7.21%
	Rathbone Investment	Management	Limited	21,003,511	6.16%
	The Directors are not jointly or severally, rights for any Shareholder.	aware of any exercise control	person or persons over the Company.	who could, directly There are no	or indirectly, different voting
B.7	Key financial information
	Selected historical financial condition of 2014 and the two financial	financial information the Company for years ended	relating to the the period from 31 December 2016	Company which 13 August 2013 is set out in the	summarises the to 31 December following table:
		Period ended 31 December 2014	Year ended 31 December 2015 (A)	Year ended 31 December 2015 (B)	Year ended 31 December 2016
	Net asset value Total assets	£264,595,022	£439,258,000	£279,382,000	£350,886,000
	Total equity Net asset value per	£209,832,917	£279,106,000	£279,106,000	£350,770,000
	Ordinary Share	£1.01	99.0p	99.04p	102.88p
	Consolidated income statement
	Total revenue Total expenditure Earnings per Ordinary	£13,560,330 £5,453,107	£23,072,000 £7,189,000	£18,500,000 £3,286,000	£34,237,000 £3,498,000
	Share (p)	5.90	5.91	5.91	10.38
	In the table above, the in column (A) has been the selected financial been extracted from statutory accounts for	selected financial extracted from information for the the restated the year ended 31	information for the Company's year ended 31 comparatives for December 2016.	the year ended 31 statutory accounts December 2015 in 2015 as set out in	December 2015 for that year and, column (B) has the Company's
	There has been no Group during or subsequent out above and since 31	significant change in to the period December 2016	the financial covered by the (being the end	condition or operating historical financial of the last financial	results of the information set period of the

	Company for which audited financial information has been published) other than in relation to the acquisitions of Shotwick and Sandridge, including the entering into of the RCF 2 Agreement, which completed on 3 February 2017 and 23 February 2017 respectively.
B.8	Key pro forma financial information Not applicable. No pro forma financial information is included within this document.
B.9	Profit forecast Not applicable. There are no profit forecasts or estimates made in this document.
B.10	Description of the nature of any qualifications in the audit report on the historical financial information
	Not applicable. The audit reports on the historical financial information incorporated by reference into this document are not qualified.
B.13	Working capital insufficiency
	Not applicable. The Company is of the opinion that the working capital available to the Group is sufficient for its present requirements, that is for at least the next twelve months from the date of this document.
B.34	Investment objective and policy
	Current investment objective and policy
	The Company's current investment objective and policy is as follows.
	Investment objective
	The Company's investment objective is to provide investors with a sustainable and increasing dividend together with the potential for capital growth over the long term from investing in a diversified portfolio of predominantly UK ground-based solar PV assets.
	Investment policy
	The Company will pursue its investment objective by acquiring a portfolio of ground based, operational solar power plants predominantly in the UK. Investments outside the UK and assets which are still, when acquired, under construction will be limited to 25 per cent. of the Gross Asset Value of the Company, calculated at the time of investment.
	The Company will seek to acquire majority or minority stakes in individual ground-based solar assets. When investing in a stake of less than 100 per cent. in a solar power plant SPV, the Company will secure its shareholder rights through shareholders' agreements and other legal transaction documents.
	Power purchase agreements ("PPAs") will be entered into between each of the individual solar power plant SPVs in its portfolio and creditworthy offtakers in the UK. Under the PPAs, the SPVs will sell solar generated electricity and green benefits to the designated offtaker. The Company may retain exposure to UK power prices through PPAs that avoid mechanisms such as fixed prices or price floors.
	Investments may be made in equity or debt or intermediate instruments but not in any instruments traded on any investment exchange.
	The Company is permitted to invest cash held for working capital purposes and awaiting investment in cash deposits, gilts and money market funds.
	In order to spread risk and diversify its portfolio, at the time of investment no single asset shall exceed in value (or, if it is an additional stake in an existing investment, the combined value of both the existing stake and the additional stake acquired) 30 per cent. of the Company's Gross Asset Value post-acquisition. The Gross Asset Value of the Company will be calculated based on the last published gross investment valuation of the Company's portfolio, including cash, plus acquisitions made since the date of such

valuation at their cost of acquisition. The Company's portfolio will provide diversified exposure through the inclusion of not less than five individual solar power plants and the Company will also seek to diversify risk by ensuring that a significant proportion of its expected income stream is derived from green benefits (which will consist of, for example, ROCs, FiTs and LECs). Diversification will also be achieved by the Company using a number of different third party providers such as developers, EPC contractors, O&M contractors, panel manufacturers, landlords and distribution network operators.

The Articles provide that gearing, calculated as borrowings as a percentage of the Company's Gross Asset Value, will not exceed 50 per cent. at the time of drawdown. It is the Board's current intention that gearing, calculated as borrowings as a percentage of the Company's Gross Asset Value, will not exceed 40 per cent. at the time of drawdown.

There will be no asset level borrowings in the future.

Proposed investment objective and policy

As part of the Proposals, the Company is proposing that in the light of the maturity of the market place for solar power investment opportunities the investment objective, be changed in order to reduce the focus on the potential for capital growth. The Company will pursue its focus on delivering sustainable and inflation-linked quarterly dividends.

The investment policy and the Articles contain a hard gearing limit of 50 per cent. of the Group's Gross Asset Value at the time of drawdown. Any Group gearing (including any asset level gearing and any revolving credit facilities) will be included in the calculation of this hard gearing limit. Intra-group borrowings (i.e. borrowings between members of the Group) will continue to be excluded.

The investment policy also contains the Board's current intention that gearing, calculated as borrowings as a percentage of the Gross Asset Value, will not exceed 40 per cent. at the time of drawdown. In calculating compliance with this limit, the Company currently takes into account all long-term gearing and revolving credit facilities. In order to provide further flexibility to the Group's debt structuring policy it is proposed that revolving credit facilities be excluded from the calculation of this intended limit going forward. Any longterm gearing at asset level (but not any revolving credit facilities that are put in place at asset level) will, if these amendments are approved by Shareholders, also be included within the calculation of the Board's current 40 per cent. gearing limit. Intra-group borrowings (i.e. borrowings between members of the Group) will continue to be excluded.

The Company is also proposing to amend the investment policy in order to reflect that a significant proportion of the expected income stream is derived from regulatory support (which will consist of, for example and without limitation, ROCs and FiTs for UK assets) as opposed to being derived from green benefits (which consist of, for example, ROCs, FiTs and LECs). This proposed change will allow the Group's income stream to be derived from a wider range of supports, benefits and subsidiaries. It also reflects the change in UK Government policy to withdraw the Levy Exempt Certificates which took place in 2015 and the withdrawal of the Renewables Obligation scheme with effect from 31 March 2017.

The full text of the Company's proposed new investment objective and policy are set out below:

	Investment objective The Company's objective is to provide investors with a sustainable and inflation-linked quarterly dividend and to aim to preserve and where possible enhance capital value, through the reinvestment of excess cash flows, not required for the payment of dividends, in a diversified portfolio of predominantly UK ground-based solar PV assets.
	Investment policy The Company will pursue its investment objective by acquiring ground-based, operational solar power plants predominantly in the UK. Investments outside the UK and assets which are still, when acquired, under construction will be limited to 25 per cent. of the Gross Asset Value of the Company, calculated at the time of investment.
	The Company will seek to acquire majority or minority stakes in individual ground-based solar assets. When investing in a stake of less than 100 per cent. in a solar power plant SPV, the Company will secure its shareholder rights through shareholders' agreements and other legal transaction documents.
	Power purchase agreements ("PPAs") will be entered into between each of the individual solar power plant SPVs in its portfolio and creditworthy offtakers in the UK. Under the PPAs, the SPVs will sell solar generated electricity and green benefits to the designated offtaker. The Company may retain exposure to UK power prices through PPAs that avoid mechanisms such as fixed prices or price floors.
	Investment may be made in equity or debt or intermediate instruments but not in any instruments traded on any investment exchange.
	The Company is permitted to invest cash held for working capital purposes and awaiting investment in cash deposits, gilts and money market funds.
	In order to spread risk and diversify its portfolio, at the time of investment no single asset shall exceed in value (or, if it is an additional stake in an existing investment, the combined value of both the existing stake and the additional stake acquired) 30 per cent. of the Company's Gross Asset Value post-acquisition. The Gross Asset Value of the Company will be calculated based on the last published gross investment valuation of the Company's portfolio, including cash, plus acquisitions made since the date of such valuation at their cost of acquisition. The Company's portfolio will provide diversified exposure through the inclusion of not less than five individual solar power plants and the Company will also seek to diversify risk by ensuring that a significant proportion of its expected income stream is derived from regulatory support, (which will consist of for example, without limitation ROCs and FiTs for UK assets). Diversification will also be achieved by the Company using a number of different third party providers such as developers, EPC contractors, O&M contractors, panel manufacturers, landlords and distribution network operators.
	The Articles provide that gearing, calculated as Group borrowings (including any asset level gearing) as a percentage of the Company's Gross Asset Value will not exceed 50 per cent. at the time of drawdown. It is the Board's current intention that long-term gearing (including any long-term, asset level gearing), calculated as Group borrowings (excluding intra-group borrowings (ie borrowings between members of the Group) and any revolving credit facilities) as a percentage of the Company's Gross Asset Value will not exceed 40 per cent. at the time of drawdown.
	Any material change to the investment policy will require the prior approval of Shareholders by way of an ordinary resolution (for so long as the Ordinary Shares are listed on the Official List) in accordance with the Listing Rules.
B.35	Borrowing limits
	The Articles provide that gearing, calculated as borrowings as a percentage of the Company's Gross Asset Value will not exceed 50 per cent. at the time of drawdown. The Board is not proposing to amend this hard limit or the method used to calculate this hard

	limit. Any Group gearing (including any asset level gearing and any revolving credit facilities) will continue to be included in the calculation of this hard gearing limit.
	It is the Board's current intention that gearing calculated as borrowings as a percentage of the Gross Asset Value will not exceed 40 per cent. at the time of drawdown. Subject to Shareholders approving the new investment policy at the General Meeting, the Board intends to amend the investment policy in order that long-term gearing, calculated as borrowings as a percentage of the Company's Gross Asset Value, will not exceed 40 per cent. at the time of drawdown. The Board is therefore proposing to exclude any revolving credit facilities from the calculation of this 40 per cent. gearing limit going forward. Intra group borrowings will continue to be excluded as well.
	The Company's current investment policy also provides that there will be no asset level borrowings. The Board is also proposing to amend the investment policy in order that asset level borrowings may be permitted.
B.36	Regulatory status
	The Company is not regulated or authorised by the Financial Conduct Authority but is subject to the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Rules as applicable to closed-ended investment companies. The Company is regulated in Jersey as a listed fund.
B.37	Typical investor
	The profile of a typical investor in the Company is an institutional, sophisticated investor or professionally advised private client who is seeking a sustainable and inflation-linked quarterly dividend together with capital preservation from investing in a diversified portfolio of predominantly UK ground-based solar PV assets, who understand and accept the risks inherent in the Company's investment policy.
B.38	Investment of 20 per cent. or more in single underlying asset or investment company

	Not applicable. The Company does not currently invest 20 per cent. or more of its Gross Asset Value in a single underlying asset.
B.39	Investment of 40 per cent. or more in single underlying asset or investment company
	Not applicable. The Company will, in accordance with its investment policy, not invest over 30 per cent. of its Gross Asset Value in a single underlying asset.
B.40	Applicant's service providers

	Investment Manager The Company has appointed Foresight Group CI Limited as its investment manager. The Investment Manager is a limited liability company and was incorporated in Guernsey under the Companies (Guernsey) Law, 2008 with the registered number 51471 on 12 February 2010. The Investment Manager is authorised and regulated by the GFSC.
	The Company and the Subsidiary have entered into the Investment Management Agreement with the Investment Manager under which the Investment Manager is responsible for the day-to-day management of the Company's investment portfolio, subject to the overall control and supervision of the Board. The Investment Manager manages the Company's investments in accordance with the policies laid down by the Board from time to time and in accordance with the investment restrictions referred to in the Investment Management Agreement.
	The Investment Manager provides investment management services to the Company and acts within the strategic guidelines set out in the investment policy. The Investment Manager reports to the Board.

amount of the Net Asset Value of the Company which is in excess of £500 million. The Investment Management Agreement does not provide for any performance fees or acquisition fees to be payable to the Investment Manager.

The Investment Management Agreement can be terminated by any of the parties to it on 12 months written notice provided that any such notice shall not be served prior to the fifth anniversary of the admission of the Company's shares to the Official List of the UKLA and to trading on the main market of the London Stock Exchange. The Investment Management Agreement may be terminated by the Company on less than 12 months written notice at any time after the fourth anniversary of admission provided that the Company pays compensation to the Investment Manager. The Investment Management Agreement may be terminated immediately without compensation if the Investment Manager is in material breach of the agreement, guilty of negligence, wilful default or fraud, is the subject of insolvency proceedings or there occurs a change of two Key Managers to which the Board has not given its prior consent.

The Investment Manager is entitled to be reimbursed for certain expenses under the Investment Management Agreement, including travel expenses and attendance at Board meetings.

The Administrator and Company Secretary

JTC (Jersey) Limited has been appointed as company secretary and administrator pursuant to the Administration Agreement. In such capacity, the Administrator is responsible for the Company's general administrative functions such as the calculation, in accordance with the Company's accounting policies, and publication of the Company's Net Asset Value per Share and the maintenance of accounting records.

Pursuant to the Administration Agreement, the Administrator is entitled to a fee of £200,000 per annum for providing administration services to the Company.

The Administration Agreement can be terminated by the Company or Administrator on 90 days' written notice.

The Registrar

Computershare Investor Services (Jersey) Limited has been appointed as registrar in relation to the transfer and settlement of Ordinary Shares held in uncertificated form.

Given that the fees payable under the registrar agreement are calculated as, inter alia, a multiple of the number of Shareholders admitted to the register each year plus a multiple of the number of share transfers made each year, there is no maximum amount payable under the registrar agreement. The Registrar is however, entitled to a minimum fee of £6,000 per annum.

The Auditor

KPMG LLP has been appointed to provide audit services to the Company. The annual report and accounts will be prepared according to accounting standards in line with IFRS.

The fees charged by the Auditor will depend on the services provided, computed, inter alia, on the time spent by the Auditor on the affairs of the Company and there is no maximum amount payable.

B.41 Regulatory status of investment manager

The Investment Manager was incorporated in Guernsey on 12 February 2010 under the Companies (Guernsey) Law, 2008 (registered number 51471). It is authorised and regulated by the GFSC (registration number 2006518).

B.42 Calculation of Net Asset Value

B.46	aggregate value of these assets is approximately £586 million as of 23 February 2017. All 18 of these power plants have received ROC Accreditation under the RO scheme. Net Asset Value The net asset value per Share as at 23 February 2017 was 105.6 pence.
B.45	Portfolio The Company has acquired 18 utility scale solar power plants all of which are fully operational and located in the UK, with a total capacity of approximately 470 MW. The
B.44	No financial statements have been made up Not applicable. The Company has commenced operations and historical financial information is included within and incorporated by reference into this document.
B.43	Cross liability Not applicable. The Company is not an umbrella collective investment undertaking and as such there is no cross liability between classes or investment in another collective investment undertaking.
	The calculation of the Company's Net Asset Value per Share will only be suspended in circumstances where the underlying data necessary to value the investments of the Company cannot readily, or without undue-expenditure, be obtained. Details of any suspension in making such calculations will be announced through a Regulatory Information Service.
	The Company may in accordance with its investment policy hold minority stakes in SPVs and, in these circumstances, the Investment Manager or the Administrator may not be in a position to confirm the completeness, genuineness or accuracy of such information or data. In addition, the financial reports, where not provided by the Investment Manager and/or the Administrator, are typically provided on a quarterly or half yearly basis only and generally are issued one to four months after the end of the relevant quarter. Consequently, each quarterly Net Asset Value published by the Company will contain information that may be out of date and require updating and be incomplete. Shareholders should bear in mind that where the Company holds a minority stake in such SPV the actual net asset values may be materially different from the quarterly calculations.
	Net Asset Value and the Net Asset Value per Share on a quarterly basis as at each calendar quarter and reports such calculations to the Board for approval. These calculations are reported quarterly to Shareholders and reconciled in the Company's annual report. The Company's Net Asset Value will be published through a Regulatory Information Service as soon as possible after the relevant quarter. All calculations made by the Investment Manager and the Administrator are based, in part, on the valuation information provided by the SPVs.

Section C — Securities

Element	Disclosure
C.1	Type and class of security
	The Company proposes to issue up to 250 million New Shares in aggregate under the Issues. Application will be made to the UK Listing Authority for the New Shares to be admitted to the Official List with a premium listing and to the London Stock Exchange for all the New Shares to be admitted to trading on the Main Market. The ISIN number of the New Shares is JEOOBD3QJR55 and the SEDOL is BD3QJR5.
	The JSE has granted approval to the Company for the Secondary Listing, by way of a Private Placement under the fast-track listing process contemplated by Section 18 of the JSE Listing Requirements to selected persons in South Africa who fall within one of the specified categories listed in section 96(1) of the South African Companies Act, 71 of 2008 as amended, of all of the existing Ordinary Shares and New Shares with effect from

	the commencement of trade on 3 April 2017. The abbreviated name for the Company is "FSTSOLAR" the JSE share code is FGS and the JSE ISIN is JEOOBD3QJR55.
C.2	Currency
	The Company will issue Ordinary Shares denominated in Sterling. Ordinary Shares which are listed on the JSE, the Company's Secondary Listing, are to be sold in ZAR and then repatriated into Sterling.
C.3	Number of securities to be issued
	The Ordinary Shares have no par value. As at 1 March 2017 (being the latest practicable date prior to the publication of this document) the Company had 340,950,912 million Ordinary Shares in issue.
	The Company is proposing to issue up to 250 million New Shares in aggregate pursuant to an Initial Placing, Offer for Subscription, Private Placement and Placing Programme.
C.4	Description of the rights attaching to the securities
	Voting Rights
	Subject to any special rights, restrictions or prohibitions as regards voting for the time being attached to any Ordinary Shares, Shareholders shall have the right to receive notice of and to attend and vote at general meetings of the Company.
	Each Shareholder being present in person or by proxy or by a duly authorised representative (if a company) at a general meeting shall upon a show of hands have one vote and upon a poll all Shareholders shall have one vote for every Ordinary Share held.
	Dividend rights
	Shareholders will be entitled to receive such dividends as the Directors may resolve to pay to them out of the assets attributable to their Ordinary Shares.

	Return of capital
	Ordinary Shareholders are entitled to participate (in accordance with the rights specified in the Articles) in the assets of the Company attributable to their Ordinary Shares in a winding up of the Company or a winding up of the business of the Company.
C.5	Restrictions on the free transferability of the securities
	The Board may, in its absolute discretion, refuse to register any transfer of a share or renunciation of a renounceable letter of allotment unless:
	(a) it is in respect of only one class of shares;
	(b) it is in favour of a single transferee or not more than four joint transferees;
	(c) it is duly stamped (if so required); and

	uncertificated share in such other circumstances as may be permitted or required by the regulations and the relevant electronic system.
	Following the Secondary Listing, the Ordinary Shares will have full transferability between the LSE and the JSE and the UK and South African share registers.
	The Ordinary Shares have not been, nor will be, registered in the United States under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and are subject to restrictions on transfer contained in such laws. There are restrictions on the purchase of Ordinary Shares by persons who are located in the United States or who are U.S. Persons (as defined in the U.S. Securities Act) and on the resale of Ordinary Shares by any Shareholders to any person who is located in the United States or is a U.S. Person.
C.6	Admission
	Applications will be made to the UK Listing Authority for the New Shares to be admitted to the Official List with a premium listing and to the London Stock Exchange for the New Shares to be admitted to trading on the Main Market.
	The JSE has granted approval to the Company for the Secondary Listing, by way of a Private Placement under the fast-track listing process contemplated in Section 18 of the JSE Listing Requirements to selected persons in South Africa who fall within one of the specified categories listed in section 96(1) of the South African Companies Act, 71 of 2008 as amended, of all the existing Ordinary Shares and New Shares with effect from the commencement of trade on 3 April 2017.
C.7	Dividend policy
	Subject to market conditions and the Company's performance, financial position and financial outlook, it is the Directors' intention to pay a sustainable and inflation-linked quarterly dividend income to Shareholders on a quarterly basis.
	Dividends on the Ordinary Shares are typically expected to be paid quarterly in respect of each financial year in August, November, February and May.
	There are no assurances that the Company will pay any dividends in the future. The New Shares will rank pari passu with the Ordinary Shares in respect of dividends.

Section D — Risks

Element	Disclosure
D.1	Key information on the risks specific to the issuer or its industry
	• There is no guarantee that the expected dividend in respect of any period will be paid. The Company's ability to pay dividends will be dependent principally upon the amounts periodically received by the Company in repayment of, or being distributions on, its investment in ground-based solar PV assets. The timing of certain investments in such assets will depend, inter alia, on the ability of the assets (in the primary market) to receive ROC Accreditation, satisfactory commissioning and to satisfy preliminary acceptance tests. Accordingly, there may be a period of time between completion of each Issue and the proceeds of the Issues being fully invested by the Company. Until the proceeds of the Issue are invested they are not expected to generate significant amounts of income and dividends payable in respect of the Ordinary Shares. Furthermore, given the withdrawal of the Renewable Obligation scheme, there may be increased demand for assets, in the primary market, which have received ROC accreditation prior to 31 March 2017. As a result, it may take longer to secure acquisitions for the Company's portfolio and the acquisition price may be higher which may have an impact on the expected returns from the asset which could have a material adverse impact on the returns available to Shareholders.

Element

Disclosure

D.1

Key
information
on
the
risks
specific
to
the
issuer
or
its
industry

•
There
is
no
guarantee
that
the
expected
dividend
in
respect
of
any
period
will
be
paid.
The
Company's
ability
to
pay
dividends
will
be
dependent
principally
upon
the
amounts
periodically
received
by
the
Company
in
repayment
of,
or
being
distributions
on,
its
investment
in
ground-based
solar
PV
assets.
The
timing
of
certain
investments
in
such
assets
will
depend,
inter alia,
on
the
ability
of
the
assets
(in
the
primary
market)
to
receive
ROC
Accreditation,
satisfactory
commissioning
and
to
satisfy
preliminary
acceptance
tests.
Accordingly,
there
may
be
a
period
of
time
between
completion
of
each
Issue
and
the
proceeds
of
the
Issues
being
fully
invested
by
the
Company.
Until
the
proceeds
of
the
Issue
are
invested
they
are
not
expected
to
generate
significant
amounts
of
income
and
dividends
payable
in
respect
of
the
Ordinary
Shares.
Furthermore,
given
the
withdrawal
of
the
Renewable
Obligation
scheme,
there
may
be
increased
demand
for
assets,
in
the
primary
market,
which
have
received
ROC
accreditation
prior
to
31
March
2017.
As
a
result,
it
may
take
longer
to
secure
acquisitions
for
the
Company's
portfolio
and
the
acquisition
price
may
be
higher
which
may
have
an
impact
on
the
expected
returns
from
the
asset
which
could
have
a
material
adverse
impact
on
the
returns
available
to
Shareholders.

•	The Company is reliant on the skills of the Investment Manager and may be adversely affected if it underperforms or its services cease to be available to the Company.
•	The departure of key skilled professionals from the Investment Manager could have a material adverse effect on the Company's business, financial condition, results of operation and business prospects.
•	If at any point the international community or the UK Government was to withdraw, reduce or change its support for the increased use of energy from renewable sources, including solar PV, for whatever reason, this may have a material adverse effect on the support of national or international authorities in respect of the promotion of the use of energy from solar PV generation in the UK. If this reduces the value of the green benefits that solar PV power operators are entitled to it would have a material adverse effect on the Group if applied retrospectively to operating projects acquired by the Group in accordance with the Company's investment policy. Any changes having a prospective effect (such as the closure of the Renewable Obligation scheme for projects commissioned after 31 March 2017) may affect the availability of the assets for acquisition (in the primary market) and the Company's future growth prospectus. In addition, unexpected success in other areas of renewable energy (such as renewable heat) may reduce pressure on national governments to develop renewable electricity production. This may affect the Company's future investment opportunities.
•	A decline in the market price of electricity could materially adversely affect the Group's revenues and financial condition. Similarly, a decline in the costs of other sources of electricity generation, such as fossil fuels or nuclear power, could reduce the wholesale price of electricity and thus the price achieved for electricity generated by solar PV plants.
•	Solar PV assets and plants rely upon adequate solar radiation for the purposes of producing power. It is possible that temporary or semi permanent or permanent changes in weather patterns could affect the amount of solar radiation received annually or during any shorter or longer period of time in locations where the investments may be located. Such changes could lead to a reduction in the electricity generated which would have a material adverse effect on the Group's business, financial position, results of the operations and business prospects. Such changes could also make solar PV less attractive as an investment opportunity and so impair the Company's potential returns, which could have a material adverse effect on the Group's business, financial position, results of the operations and business prospects.
•	It is anticipated that a significant proportion or potentially all of the solar PV assets to be acquired by the Group will be located on commercial and agricultural properties among others, to which entitlement will be secured through a lease agreement. Reliance upon a third party owned property gives rise to a range of risks including deterioration in the property during the investment life, damages or other lease related costs, counterparty and third party risks in relation to the lease agreement and property, termination of the lease following breach or due to other circumstances such as a mortgagee taking possession of the property which could lead to losses on an investment and thereby have a material adverse effect on the Company's business, financial position, results of operations and business prospects.
•	Construction of solar PV assets is likely to result in reliance upon services being delivered by one or more contractors. Whilst the performance of contractor services will usually be guaranteed, any such guarantees are expected to be limited in their scope and quantum and may not always cover the full loss of profit incurred by a project. Failure of a contractor or change in a contractor's financial circumstances may, among other things, result in the relevant asset underperforming or becoming impaired in value and there can be no assurance

		that such underperformance or impairment will be fully or partially compensated by any contractor warranty or bank guarantee.
	•	The making of any investment will be conditional upon a number of conditions precedent being satisfied, such as, amongst other things, receipt of all necessary consents, approvals, authorisations and permits (including ROC Accreditation), the Company deciding to proceed with the acquisition, the Company being able to finance its commitment to a particular investment, satisfactory completion of due diligence and the entering into of binding agreements in a form satisfactory to all the parties thereto, including the Company. In the event that an acquisition of an asset identified is delayed or does not proceed, the relevant net proceeds from the Issues will be used to acquire other ground-based solar PV assets in accordance with the Company's investment policy. In such an event and until such proceeds are invested, the Board expects the income generated by the relevant proceeds of the Issues to be lower than the income generated from funds invested by the Company in solar PV assets which could have a material adverse effect on the financial position and results of operations of the Company. Furthermore, in the event that a proportion of the consideration for an asset has been paid to a vendor and the acquisition is subsequently unable to be completed (for example due to ROC Accreditation not being granted) the Company would have a contractual right to recover any consideration monies paid to that vendor. However, there is a risk that the Company may not be able to recover from that vendor all or part of the consideration monies already paid due to, for example, the vendor being in economic or financial difficulties and, as a result, the expected returns projected for such asset may not be achievable. Such events could have a material adverse effect on the Company's business, financial position, results of operations and business prospects.
D.3	Key	information on the risks specific to the securities
	•	The market value of, and the income derived from, the Shares can fluctuate. The market value of the Shares, as well as being affected by their Net Asset Value and prospective Net Asset Value, also takes into account their dividend yield and prevailing interest rates.
	•	There is no guarantee that the expected dividends will be paid. The Company's future distribution growth will depend on the Company's underlying investment portfolio and its ability to pay dividends in accordance with the Companies Law. Any change or incorrect assumption in relation to the dividends or interest or other receipts receivable by the Company (including in relation to projected power prices, the amount of electricity generated by the Group's assets, availability and operating performance of equipment used in the operation of the solar PV plants within the Company's portfolio and the tax treatment of distributions to Shareholders) may reduce the level of distributions received by Shareholders.
	•	The Ordinary Shares may trade at a discount to NAV per Share and Shareholders may find it difficult to realise their investments through the secondary market at NAV per Share.
	•	The Company's ability to pay dividends and repurchase its Ordinary Shares is governed by the Companies Law, which requires the Company to satisfy a solvency test.

Element	Disclosure
E.1	Net proceeds and costs of the Issue
	The maximum aggregate number of New Shares available under the Initial Placing, the Offer, the Private Placement and the Placing Programme is 250 million. The net proceeds of the Initial Placing, Offer, the Private Placement and the Placing Programme are dependent on the Initial Placing and Offer Price, the Private Placement Price and the Placing Programme Price and the number of New Shares issued. There is no minimum

Section E — Securities

	amount that is required to be raised pursuant to the Issues. It is estimated that the fixed costs of the Initial Placing, the Offer, the Private Placement and the Placing Programme to be incurred by the Company (which principally relate to the preparation of this document and the Circular) will, in aggregate, be approximately £562,000. These costs and expenses will be borne equally by the Shareholders.
E.2a	Reason for offer and use of proceeds It is currently intended that the net proceeds of the Initial Placing, the Offer and the Private Placement will be used, in the first instance, to repay the Revolving Credit Facilities either in full or in part. The Group may then draw down again under the Revolving Credit Facilities and/or it may use any remaining net proceeds from the Initial Issues to invest in or commit to further ground based solar power plants in accordance with the Company's investment policy.
E.3	Terms and conditions of the offer
	The Initial Placing and Offer
	The Initial Placing and Offer are conditional, inter alia, on:
	(i) the Issue Resolution being passed at the General Meeting;
	(ii) the Placing Agreement becoming wholly unconditional (save as to Initial Admission and JSE Admission) and not having been terminated in accordance with its terms prior to Initial Admission; and
	(iii) Initial UK Admission occurring by 8.00 a.m. on 31 March 2017 (or such later date as the Company, Stifel, JMPC and RMB may agree in writing, being not later than 8.00a.m. on 30 April 2017).
	The Offer for Subscription is being made in the UK only. The public generally (unless they are located or resident outside the UK) may apply for New Shares through the Offer for Subscription. Completed Application Forms and the accompanying payment in relation to the Offer for Subscription must be posted to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE so as to be received by no later than 11.00 a.m. on 28 March 2017.
	Commitments under the Offer for Subscription, once made, may not be withdrawn without the consent of the Directors.
	Applicants under the Offer must specify a fixed sum in Sterling, being the aggregate subscription price for the New Shares for which they wish to apply at the Initial Placing and Offer Price. The aggregate subscription price is payable in full on application. Individual applications must be for a minimum of £1,000 and applications in excess of that amount should be made in multiples of £100, although the Board may accept applications below the minimum amounts stated above in their absolute discretion. Multiple subscriptions under the Offer for Subscription by individual investors will not be accepted. Fractions of a New Share will not be issued.
	The Initial Placing will close at 11.00 a.m. on 29 March 2017 (or such later date, not being later than 30 April 2017 as the Company, Stifel JMPC and RMB may agree).
	The Private Placement
	The Company is also proposing to implement the Private Placement of the New Shares in South Africa. The JSE has granted permission to the Company for the Secondary Listing. The SARB has approved the Secondary Listing and has classified the inward listed Ordinary Shares as 'domestic' for South African exchange control purposes.
	The Private Placement is conditional on:
	i. the conditions to the Initial Placing and Offer being satisfied; and

	ii. JSE Admission in respect of the New Shares issued pursuant to the Initial Issues occurring by the commencement of trading on the JSE on 3 April 2017 (or such later date as the Company and RMB may agree in writing, being not later than the commencement of trading on the JSE on 30 April 2017).
	The number of New Shares to be issued will be determined by the Company, Stifel, JPMC and RMB after taking into account the demand for the New Shares in the UK and South Africa, prevailing market conditions and the acquisition costs of assets that the Investment Manager has identified as being suitable for purchase by the Company.
	The price at which the New Shares will be issued under the Private Placement will be equal to the ZAR equivalent of the Initial Placing and Offer Price determined based on the ZAR/GBP spot rate at the closing of the Private Placement at 12.00 p.m. (SAST) on 29 March 2017 as quoted on Bloomberg (the "Private Placement Price").
	The Private Placement will close at 12 noon (SAST) on 29 March 2017 and the results will be announced via SENS and via an RIS together with the results of the Initial Placing and Offer.
	Pursuant to the Private Placement the New Shares will be issued in ZAR and repatriated into Sterling.
	It is expected that dealings in the New Shares on the JSE will commence at 9.00 a.m. on 3 April 2017.
	The Placing Programme
	Following the Initial Placing and Offer and the Private Placement the Directors intend to implement the Placing Programme. Conditional on the Issue Resolution being passed, the Directors will be authorised to issue up to 250 million New Shares pursuant to the Placing Programme less any shares issued pursuant to the Initial Placing and Offer and Private Placement. The Placing Programme is being implemented to enable the Company to raise additional capital in the period from 4 April 2017 to 2 March 2018 as and when it identifies suitable assets for acquisition. Each issue pursuant to the Placing Programme is conditional upon, inter alia, the following:
	(i) the Issue Resolution having been passed at the General Meeting;
	(ii) the relevant Placing Programme Price being determined by the Directors in conjunction with Stifel, JPMC and RMB as described below;
	(iii) Admission and/or JSE Admission of the New Shares issued pursuant to such Issue;
	(iv) a valid supplementary prospectus being published by the Company if such is required by the Prospectus Rules; and
	(v) the Placing Agreement becoming unconditional in respect of each Issue and not having been terminated in accordance with its terms prior to such Admission and/or JSE Admission.
	In circumstances where these conditions are not fully met, the relevant issue of New Shares pursuant to the Placing Programme will not take place.
E.4	Material interests Not applicable. No interest is material to the Issue.
E.5	Name of person selling Securities/lock up agreements Not applicable. No person or entity is offering to sell the security as part of the Issues.
E.6	Dilution
	Existing Shareholders are not obliged to participate in the Issues. However, those Shareholders who do not participate in the Issues will suffer a dilution to the percentage

	of the issued share capital that their current holding represents based on the actual number of New Shares issued. Assuming 250 million New Shares are issued under the Initial Placing and Offer and Private Placement, Shareholders will suffer a dilution of 42 per cent. to their existing holding.
E.7	Expenses charged to the investor It is estimated that the fixed costs of the Initial Placing, the Offer, the Private Placement and Placing Programme to be incurred by the Company (which principally relate to the preparation of this document and the Circular) will, in aggregate, be approximately £562,000. These costs and expenses will be borne equally by the Shareholders.

RISK FACTORS

The risk factors referred to below are the risks which are considered by the Company and the Directors to be material as at the date of this document but are not the only risks relating to the Company or the Ordinary Shares. Additional risks and uncertainties relating to the Company or the Ordinary Shares that are not currently known to the Company or the Directors or that the Directors or the Company do not currently consider to be material may also have a material adverse effect on the Company. Potential investors should review this Prospectus carefully and in its entirety and consult with their stockbroker, bank manager, solicitor, accountant or other independent financial adviser before acquiring any Ordinary Shares.

Prospective investors should note that the risks relating to the group, its industry and the Ordinary Shares summarised in the section of this document headed "Summary" are the risks that the Company believes to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares. However, as the risks which the Group faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this document headed "Summary" but also, among other things, the risks and uncertainties described below.

Investors should carefully consider the following material risk factors in relation to the Company and the Ordinary Shares.

Risks relating to the Ordinary Shares

Risks relating to the market value of the Ordinary Shares

An investment in the Company is suitable only for investors who are capable of evaluating the risks and merits of such investment, who understand the potential risk of capital loss, for whom an investment in the Ordinary Shares constitutes part of a diversified investment portfolio, who fully understand and are willing to assume the risks involved in investing in the Company and who have sufficient resources to bear any loss (which may be equal to the whole amount invested) which might result from such investment.

The Ordinary Shares are designed to be held over the long term and may not be suitable as shortterm investments. There is no guarantee that any appreciation in the value of the Company's investments will occur and investors may not get back the full value of their investment.

Any investment objectives of the Company are targets only and should not be treated as assurance or guarantees of performance.

A prospective investor should be aware that the value of an investment in the Company is subject to normal market fluctuations and other risks inherent in investing in securities. There is no assurance that any appreciation in the value of the Ordinary Shares will occur or that the investment objectives of the Company will be achieved. The value of investments and the income derived therefrom by way of green benefits which are payments received primarily from the sale of ROCs and electricity prices or other subsidies may fall as well as rise and investors may not recoup the original amount invested in the Company.

The value of the Ordinary Shares and income derived from them (if any) can go down as well as up. There is no guarantee that the market price of the Ordinary Shares will fully reflect their underlying Net Asset Value. In the event of a winding-up of the Company, Shareholders will rank behind any creditors of the Company and, therefore, any positive return for Shareholders will depend on the Company's assets being sufficient to meet the prior entitlements of any creditors.

The price of an Ordinary Share may also be affected by speculation in the press or investment community regarding the business or investments of the Company or factors or events (including interest rates) that may directly or indirectly affect their respective investments.

Risks relating to the trading price of the Ordinary Shares

The Shares may trade at a discount to their Net Asset Value and Shareholders may be unable to realise their investments through the secondary market at Net Asset Value. The Shares may trade at a discount to their Net Asset Value for a variety of reasons, including market conditions or to the extent investors undervalue the management activities of the Investment Manager or discount its valuation methodology and judgments of value. While the Board may seek to mitigate any discount to the Net Asset Value of the Shares through discount management mechanisms, there can be no guarantee that they will do so or that such mechanisms will be successful and the Board accepts no responsibility for any failure of any such strategy to effect a reduction in any discount.

Risks relating to the liquidity of the Ordinary Shares

The Company does not have a fixed winding-up date and therefore, unless Shareholders vote to windup the Company, Shareholders will only be able to realise their investment through the market. Although the Shares are, and the New Shares will be, listed on the Official List and traded on the Main Market, it is possible that there may not be a liquid market in the Shares and Shareholders may have difficulty in selling them. Accordingly, Shareholders may be unable to realise their Shares at the quoted market price (or at the prevailing Net Asset Value per Share), or at all.

The London Stock Exchange has the right to suspend or limit trading in a company's securities. Any suspension or limitation on trading in the Ordinary Shares may affect the ability of Shareholders to realise their investment.

Risks relating to target returns and dividends

There is no guarantee that the expected dividend in respect of any period will be paid. The Company's ability to pay dividends will be dependent principally upon the amounts periodically received by the Company in repayment of, or being distributions on, its investments in ground based solar PV assets.

The Company's target returns and its intended dividends for the Ordinary Shares are based on assumptions which the Board and the Investment Manager consider reasonable. However, there is no assurance that all or any assumptions will be justified, and the returns and dividends may be correspondingly reduced. In particular, there is no assurance that the Company will achieve its stated policy on returns and dividends or distributions. The target return is not a profit forecast or hard commitment and should not be taken as an indication of the Company's expected future performance or results over any period. The target return is a target only and there is no guarantee that it can or will be achieved and it should not be seen as an indication of the Company's expected or actual return. Accordingly, investors should not place any reliance on the target return in deciding whether to invest in the Ordinary Shares and should consult their own professional adviser in relation to the tax treatment of any dividends.

The Company's intended dividend, future distribution growth and NAV growth over the long term will be affected by the Company's underlying investment portfolio, the ability of the Company to reinvest capital and acquire additional assets throughout the life of the Company. Any change or incorrect assumption in relation to the dividends or interest or other receipts receivable by the Company from the SPVs (including assumptions in relation to projected power prices, levels of solar radiation, availability and operating performance of equipment used in the operation of the solar PV assets within the Company's portfolio, ability to make distributions to Shareholders (especially where the Group has a minority interest in a particular solar PV asset) and tax treatment of distributions to Shareholders) may reduce the level of distributions received by Shareholders and the growth of the NAV. Furthermore, the withdrawal of the Renewable Obligation scheme from 31 March 2017 may have a material adverse impact on the target returns available to investors given that the returns available in respect of new assets acquired after this withdrawal (ie any new assets acquired without any ROC accreditation) are likely to be less than the returns available in respect of assets accredited under the RO scheme.

The net proceeds of the Issues will be used by the Company to make investments principally in, UK ground-based solar PV assets in accordance with the Company's investment policy. The timing of certain investments in such assets will depend, inter alia, on the ability of the assets (in the primary market) to receive ROC Accreditation, satisfactory commissioning and to satisfy preliminary acceptance tests. Accordingly there may be a period of time between completion of any Issue and the proceeds of such Issue being fully invested by the Company. Until the proceeds of the Issues are invested they are not expected to generate significant amounts of income and dividends payable in respect of the Ordinary Shares. Furthermore, given the withdrawal of the Renewal Obligation scheme, there may be increased demand for assets, in the primary market, which have received ROC accreditation prior to 31 March 2017. As a result, it may take longer to secure acquisitions for the Company's portfolio and the acquisition price may be higher which may have an impact on the expected returns from the asset which could have a material adverse impact on the returns available for Shareholders.

In the absence of capital and/or income growth in the portfolio of the Company once the net proceeds of the Issues have been invested, the expected dividend policy of the Company will lead to a reduction in the Net Asset Value per Share.

To the extent that there are impairments to the value of the Company's investments that are recognised in the Company's income statement, this may affect the profitability of the Company (or lead to losses) and affect the ability of the Company to pay dividends.

If under Jersey law there were to be a change to the basis on which dividends could be paid by Jersey companies, this could have a negative effect on the Company's ability to pay dividends. Furthermore, if there are changes to the accounting standards or to the interpretation of accounting standards this could have an adverse effect on the Company's ability to pay dividends.

Risks relating to exchange rate fluctuations which may impact the price of Ordinary Shares or the value of any dividends paid

The Ordinary Shares admitted to trading on the London Stock Exchange, and any dividends to be announced in respect of such Ordinary Shares, will be quoted in pounds sterling, while the Ordinary Shares listed on the Main Board of the JSE, and any dividends announced in respect of such shares, will be quoted in South African rand. An investment in Ordinary Shares by an investor in a jurisdiction whose principal currency is not pounds sterling exposes the investor to foreign currency rate risk. Exchange rates between pounds sterling have fluctuated significantly. Any depreciation of pounds sterling or the South African rand in relation to such foreign currency will reduce the value of the investment in the Ordinary Shares in foreign currency terms and may adversely impact the value of any dividends.

Risks relating to the Company

Risks relating to the Company's investment objective

There can be no guarantee that the investment objectives of the Company will continue to be met. If these objectives are not met, Shareholders may not receive an attractive level of income or any income or capital growth in the underlying value of their Ordinary Shares. Shareholders could lose all or part of their investment in the Company.

The past performance of investments managed and monitored by the Investment Manager or its associates is not a reliable indication of the future performance of the investments held by the Company.

Risks relating to gearing

The Group currently has borrowings of approximately £253 million of which £158 million is outstanding under the Term Loan Facilities and £95 million has been drawn down under the Revolving Credit Facilities. Under the terms of the Facility Agreements, Holding Subsidiary 1 and FS Debtco have agreed to covenants as to their operation and financial conditions. Any failure by Holding Subsidiary 1 and/or FS Debtco to fulfil obligations under the Facility Agreements (including repayment) may permit the relevant lenders to demand repayment of the related loans and to realise the associated security, which may mean the loss of solar power assets. In the event that such security involves the lenders taking control (whether by possession or transfer of ownership) of any of the underlying assets, the Company's returns may be adversely impacted. In either case, this may have a material adverse effect on the Company's business, financial position, results of operations, business prospects and delivery of its investment objective.

Furthermore, the Revolving Credit Facilities have shorter terms (the repayment dates are 31 March 2019 in respect of the RCF 1 Facility and 20 February 2020 in respect of RCF 2 Facility) than would be expected under the Term Loan Facilities. Although the Company may repay the amounts currently drawn down under the Revolving Credit Facilities with the net proceeds of the Initial Issues, there can be no guarantee that the Group will be able to refinance these facilities on reasonable terms on their final repayment dates. If the conditions in credit markets are unfavourable at the time when the Revolving Credit Facilities require to be refinanced, the Group may not be able to obtain new sources of such financing or may only be able to obtain new sources of financing at higher costs or on more restrictive terms. In either of these circumstances the Company may have to limit investment activity and reduce the level of dividends payable by the Company. Also if the Group had to repay the Revolving Credit Facilities at their maturity and it was unable to do so, the relevant lenders could take control over one or more of the Group's investments which could have an adverse impact on the Company's business, financial position, results of operations, business prospects and delivery of its investment objective.

Prospective investors should be aware that, whilst the use of borrowings should enhance the Net Asset Value of the Shares where the value of the Company's underlying assets is rising, it will have the opposite effect where the underlying asset value is falling. In addition, in the event that revenues from the Company's portfolio fall for whatever reason, the cost of borrowings will increase the impact of such a fall on the net revenues of the Company and accordingly will have an adverse effect on the Company's ability to pay dividends to Shareholders.

Risks relating to leverage at the SPV level

The Company is proposing to change its investment policy in order to enable gearing to be incurred at the SPV level. If Shareholders approve the proposed changes to the investment policy it is likely that the Group's gearing will increase when the Group acquires solar power assets in the secondary market as gearing will also, at that point, be introduced to the Group at the level of the SPVs.

Any cashflow volatility in those SPVs will be exacerbated by such leverage, because cashflows must first be used to repay the borrowings which could lead to a reduction in the amounts available to be paid up the Group as dividends, and then out the Group as returns to investors.

When gearing is incurred at the level of the Holding Subsidiary 1 and FS Debtco within the Group, compliance with the covenants within the Facility Agreements is able to be achieved by reference to a number of the Group's SPVs and their underlying assets. One asset may therefore be underperforming but the performance of other assets may mean that the Group, as a whole, is able to continue to comply with its banking covenants. When gearing is incurred at the individual SPV level, only the performance of the specific underlying asset can be taken into account in complying with the covenants. To the extent such asset and SPV are not able to meet the covenants, for example in the event that the cashflows from the relevant SPVs are insufficient to meet the repayment obligations to the lenders, the security taken by the lenders over the SPVs and the underlying assets may be enforced resulting in a loss of assets to the Group which may have a material adverse impact on the financial position of the Group, the Net Asset Value of the Company and the returns available to Shareholders.

Risks relating to the reliance on key individuals

The past performance of the Investment Manager is not indicative of the future performance and prospects of the Company. The underperformance or the departure of key skilled professionals from the Investment Manager could have a material adverse effect on the Company's business, financial condition and results of operations.

Risks relating to the initial term of the Investment Management Agreement

Save in certain circumstances (for example in the event that there is a change of control of the Investment Manager or the Investment Manager commits a material breach of its obligations under the Investment Management Agreement) the Company is not able to terminate the Investment Management Agreement until after 29 October 2018 (being the fifth anniversary of the IPO Admission) unless it pays compensation to the Investment Manager in relation to such termination. This could make it costly to terminate the Investment Management Agreement and could have a material adverse effect on the financial position of the Company and the returns available to Shareholders.

Risks relating to conflicts of interest

The services of the Investment Manager, its respective associates and their respective officers and employees, are not exclusive to the Company. Although the Investment Manager has in place a conflicts of interest and asset allocation policy, in fulfilling its responsibilities to the Company, including allocating investments and effecting transactions, it may be subject to certain conflicts of interest arising from its relations with third parties to whom it also owes duties or in whom it has an interest. In particular, the Investment Manager may provide investment management, investment advice or other services in relation to a number of funds, that may have similar investment objectives and/or policies to that of the Company and may receive ad valorem and/or performance-related fees for doing so which may result in the Investment Manager investing funds for other funds as opposed to the Company, which may increase the period of time that the proceeds of the Issues are not fully invested.

There is a risk that, as the Investment Manager's fees are based on the Net Assets, the Investment Manager may be incentivised to grow the Net Assets, rather than just the value of the Ordinary Shares.

There is a Framework Agreement in place between BGE and Holding Subsidiary 1 pursuant to which BGE provides operation and maintenance services to certain SPVs nominated by the Investment Manager. Although the Group carried out a tender for the services of an O&M Contractor and regularly internally benchmarks BGE's service and fees, BGE is a member of the Foresight Group. As such, there is a risk that over time BGE's fees increase or the standard of the services it provides to the Group decreases and (given its relationship with the Investment Manager) the Investment Manager either recommends the fees increase or the continued service of BGE and a tender process or peer analysis is not repeated. This could lead to the Group's Ongoing Charges Ratio increasing which could have an adverse effect on the returns available for distribution.

Risks relating to laws and regulations which may affect the Company

The Company and the Investment Manager are both subject to laws and regulations enacted by national, regional and local governments and institutions. In particular, the Company is required to comply with certain statutory requirements under Jersey law applicable to a Jersey company, the Listing Rules and the Disclosure Guidance and Transparency Rules. Breach of the Listing Rules could result in the Ordinary Shares of the Company being suspended from listing.

The solar PV energy sector is subject to extensive legal and regulatory controls, and the Group and each of its solar PV assets must comply with all applicable laws, regulations and regulatory standards which, among other things, require the Group to obtain and maintain certain authorisations, licences and approvals for the construction and operation of the solar PV assets. In addition, environmental regulators may seek to impose injunctions or other sanctions on the Group's operations that may have a material adverse effect on the Group's results of operations or financial condition.

The Company has not obtained political risk insurance. As such, government action could have a significant impact on the target investments of the Company particularly in the light of the high regulation of the energy sector by the UK Government. Changes to the existing legislation or policy or additional legislation or policies may be burdensome for the Company to implement and may as a result have a negative impact on the returns of the Company.

Risks relating to the Foreign Account Tax Compliance Act

US tax provisions commonly known as the Foreign Account Tax Compliance Act provisions (FATCA) may impose a 30 per cent. withholding tax on payments of U.S. source interest and dividends made on or after 1 July 2014 and of gross proceeds from the sale of certain U.S. assets made on or after 1 January 2017 to a foreign financial institution ("FFI") (such as the Company) that, unless exempted or deemed compliant, does not enter into, and comply with, an agreement with the U.S. Internal Revenue Service ('IRS") to provide certain information on its U.S. shareholders.

Beginning earlier than 1 January 2017 a portion of income that is otherwise a non-US source may be treated as US source for this purpose.

To avoid the withholding tax, the Company may enter into an agreement (an "IRS Agreement") with the IRS or, alternatively, comply with the requirements of the intergovernmental agreement (an "IGA") between the United States and Jersey in respect of FATCA (including any legislation enacted by Jersey in furtherance of the IGA). An FFI that fails to comply with the applicable IGA or, if required, does not enter into an IRS Agreement or whose agreement is voided by the IRS will be treated as a "non-Participating FFI".

In general, an IRS Agreement will require the Company (or an intermediary financial institution, broker or agent (each, an "Intermediary") through which a beneficial owner holds its interest in Shares) to agree to (i) obtain certain identifying information regarding the holder of such Shares to determine whether the holder is a U.S. person or a U.S. owned foreign entity and to periodically provide identifying information about the holder to the IRS and (ii) comply with withholding and other requirements. In order to comply with its information reporting obligation under the IRS Agreement, the Company will be obliged to obtain information from all Shareholders. To the extent that any payments in respect of the Shares are made to a Shareholder by an Intermediary, such Shareholder may be required to comply with the Intermediary's requests for identifying information that would permit the Intermediary to comply with its own IRS Agreement. Any Shareholder that fails to properly comply with the Company's or an Intermediary's requests for certifications and identifying information or, if applicable, a waiver of non-U.S. law prohibiting the release of such information to a taxing authority, will be treated as a "Recalcitrant Holder". The Company will not be required to enter into an IRS Agreement provided that it complies with legislation enacted by the Jersey that generally requires similar information to be collected and reported to the Jersey authorities.

Under the Jersey IGA (including any legislation enacted in furtherance of the IGA) or an IRS Agreement, an Intermediary (and possibly the Company) may be required to deduct a withholding tax of up to 30 per cent. on payments (including gross proceeds and redemptions) made on or after 1January 2017 to a Recalcitrant Holder or a Shareholder that itself is an FFI and, unless exempted or otherwise deemed to be compliant, does not have in place an effective IRS Agreement (i.e., the Shareholder is a non-Participating FFI). Neither the Company nor an Intermediary will make any additional payments to compensate a Shareholder or beneficial owner for any amounts deducted pursuant to FATCA. It is also possible that the Company may be required to cause the disposition or transfer of Shares held by Shareholders that fail to comply with the relevant requirements of FATCA and the proceeds from any such disposition or transfer may be an amount less than the then current fair market value of the Shares transferred.

If the Company (or any Intermediary) is treated as a non-Participating FFI, the Company may be subject to a 30 per cent. withholding tax on certain payments to it.

The foregoing is only a general summary of certain provisions of FATCA. Prospective investors are urged to consult with their own tax advisors regarding the application of FATCA to their investment in the Company. The application of the withholding rules and the information that may be required to be reported and disclosed are uncertain and subject to change.

Risks relating to the taxation of the Company

Taxation is subject to change on a regular basis. Therefore, the levels of, and reliefs from, taxation may change during the period of investment. The tax reliefs referred to in this document are those currently available and their value depends on the individual circumstances of investors. Any change in the Company's tax status or in taxation legislation in the United Kingdom, Jersey or any other tax jurisdiction affecting Shareholders or investors, or changes in accounting practices and standards could affect the value of the investments held by the Company, or affect the Company's ability to achieve its investment objective for the Ordinary Shares or alter the post-tax returns to Shareholders. Changes to tax legislation could include the imposition of new taxes or increases in tax rates in the United Kingdom or Jersey. Furthermore, HMRC could launch enquiries in respect of the self-assessment UK corporation tax returns submitted by the Group and as a result of their findings the final tax liability may differ from the original tax liability calculated. If you are in any doubt as to your tax position, you should consult your own professional adviser without delay.

The investment objectives and expected returns included in this document are based on the Company remaining resident in Jersey for tax purposes. HMRC may seek to examine whether the Company is tax resident in Jersey by assessing where central management and control is exercised. If the Company were to be UK resident or carrying on a trade in the UK through a permanent establishment, the Company would be subject to UK corporation tax on its profits (currently 20 per cent. reducing to 19 per cent. on 1 April 2017 and 17 per cent. on 1 April 2020).

Risks relating to the UK's implementation of the Organisation for Economic Co-operation and Development's (OECD) Base Erosion and Profit Shifting Proposals

Base Erosion and Profit Shifting (BEPS) refers to tax planning strategies that exploit gaps and mismatches in the tax rules of the numerous and various national tax laws to artificially shift profits to low or no-tax locations where there is little or no economic activity, resulting in little or no overall corporate tax being paid.

The OECD has published its final report on BEPS and the UK has published draft legislation in response to certain BEPS action points and has also published consultation documents on certain other action points. The scope and implications of the UK's response to the OECD's BEPS proposals has not yet been fully determined and any legislation implemented may have a material impact on the post-tax profits of the Group and, as a result, the post-tax returns available to Shareholders.

Risks relating to interest deductibility

The Group manages its UK tax liabilities by relying on tax deductions for interest. There are a number of provisions that could restrict the availability of those tax deductions. UK transfer pricing legislation limits the tax deductibility of interest should any terms of the loans with related parties be considered not to reflect the normal arm's length terms which would have been agreed between two independent enterprises. This includes both the rate of interest charged and the amount of debt. In particular, an entity may be said to be thinly capitalised if it has excessive debt in relation to its arm's length borrowing capacity leading to the possibility of excessive interest deductions. Any restriction to the tax deductibility of interest could result in increased UK corporation tax liabilities of the Group and this could in turn adversely affect the returns to the investors.

Although the Group doesn't currently fall within the World Wide Debt Cap Regime based on its current intended size, we expect it to fall within this regime and, as a result, there could be a restriction on the amount of finance expense allowable for tax purposes based on the Group's worldwide external gross finance expense. The Scope and implication of this regime on the Company has not yet been fully determined and any legislation implemented may have a material impact on the post-tax profits of the Group and, as a result, the post-tax returns available to Shareholders.

Risk relating to capital allowance claims

The Group utilises capital allowances to reduce its UK tax liabilities. Capital allowances are available on qualifying capital expenditure at varying rates. Claims for capital allowances in relation to solar installations could be scrutinised by HMRC. Any successful challenge from HMRC could lead to increased UK tax liabilities which could impact the returns available for distribution to the investors in the Company.

Risks relating to withholding taxes

The funding of the Group was structured so that interest is paid from the Subsidiary to the Company on bonds. The interest paid should not be subject to UK withholding tax at 20 per cent. due to a specific exemption. If the legislation were changed to remove the statutory exemption or if HMRC sought to challenge the arrangements as so structured, tax would need to be withheld at the basic rate (currently 20 per cent.) on payments of interest to the Company and paid to HMRC. At this point the Company would need to consider restructuring the funding to avoid an additional leakage of tax within the structure that could adversely impact the returns available for distribution to the investors in the Company.

Risks relating to chargeable gains

Under section 13 of the Taxation of Chargeable Gains Act 1992 a proportion of capital gains made by the Company can be attributed to a Shareholder in certain situations. The Finance Bill 2013 contains provisions which mean that section 13 should not apply where such proportion does not exceed one quarter of the gain. These rules would apply if the Company is a close company for the purposes of UK taxation. It is not anticipated that the Company would be regarded as a close company if it were resident in the UK although this cannot be guaranteed.

Risks relating to changes in beneficial tax and subsidy regimes

A number of countries have introduced beneficial tax and subsidy regimes to support the generation of renewable energy. In at least one instance this regime has been subject to retrospective change by the jurisdiction concerned. There is no guarantee such changes will not be introduced in the UK. Any such change could have a material adverse effect on the Company.

Risks relating to UK taxation of investors in offshore funds

Part 8 of the Taxation (International and Other Provisions) Act 2010 contains provision for the UK taxation of investors in offshore funds. Whilst it is not anticipated that the Company should be treated as an offshore fund, it does not make any commitment to investors that it will not be treated as one. Investors should not expect to realise their investment at a value calculated by reference to Net Asset Value per Share.

Risks relating to the Initial Placing and Offer and Placing Programme

Risks relating to costs and expenses

The Company will incur fixed costs in respect of the Issues and the publication of the Prospectus of approximately £562,000. These costs will be payable regardless of whether any amounts are raised under the Issues.

Risks relating to the Company's investments

Changes in economic conditions may adversely affect the Group's prospects

Changes in general economic and market conditions including, for example, interests rates, rates of inflation, the market/index against which the wholesale price of electricity is sold industry conditions, competition, political events and trends, tax laws, national and international conflicts and other factors could substantially and adversely affect the Company's prospects and thereby the performance of its Shares.

Risks relating to movements in currency

The Company's investment policy permits the Company to invest up to 25 per cent. of the Gross Asset Value of the Company (calculated at the time of investment) in investments outside the UK. Movements in exchange rates may affect the Sterling value of any assets favourably or unfavourably that are denominated in currencies other than Sterling. There can be no assurances or guarantees that the Company will successfully hedge against such risks or that adequate hedging arrangements will be available on an economically viable basis. Hedging arrangements may result in additional costs being incurred or losses being greater than if hedging had not been used.

The UK's exit from the EU may affect the Net Asset Value per Share and prospects

The UK is expected to leave the EU following the result of the June 2016 EU Referendum. This may result in changes in the appetite for UK-based solar power assets or the availability of such assets for purchase, which may affect the Group's growth prospects and returns and the Company's Net Asset Value. It is also likely that the macroeconomic impact of Brexit, for example, changes in inflation rates, interest rates, power prices, may have an impact on the Group and its prospects and results and the Company's Net Asset Value. In addition, it is unclear whether a Brexit will result in political change to support for renewable energy.

Risks relating to political support for solar PV

In the event that international, EU and UK obligations and incentives to reduce greenhouse gas emissions and support for the production and development of renewable energy were to decline, be withdrawn or change, whether on a prospective or retrospective basis for any reason, including as a result of the fiscal status of sovereign states or the adoption of a different energy mix or the discovery or development of a more preferred fuel and/or energy source, this could have a material adverse effect on the business, financial position, results of operations and future growth prospects of the Company as well as returns to investors.

Furthermore, the confirmation of the nuclear power station development at Hinkley Point in Somerset could signal a shift towards support for a programme of new nuclear plants. However the market expectation is that any new build plant would have a lead time of several years for permitting and construction. The UK Government's position on renewable energy following the EU Referendum is not yet clear and it is possible that it will diverge from EU policy and potentially cause support for renewable energy to decrease.

Changes to the level of political support for renewable energy may result in changes to the levels of subsidy and incentives for renewable generation. Any changes having a retrospective effect may adversely impact the Company's Net Asset Value. Any changes having a prospective effect (such as the closure of the Renewable Obligation scheme for projects commissioned after 31 March 2017) may affect the availability of the assets for acquisition (in the primary market) and the Company's future growth prospects hence the proposals to amend the Company's investment policy.

Risks relating to changes in public attitude

The solar PV sector currently relies upon specific regulatory support to provide financial incentives for solar PV electricity generators. Such support has been legislated in a number of countries based upon the desire to increase electricity generation from renewable sources due to the need to ensure security of energy supply, particularly in the context of depleting natural resources and political instability in certain regions, in some cases in order to meet binding renewable energy targets and to reflect increasing public and political concerns about climate change and environmental sustainability. A change in public attitude to solar PV or renewable energy installations may result in an increase in security and regulatory risk to operating solar PV installations, for example due to a resentment of the cost burden created by solar PV production relative to alternative conventional energy sources, to the appearance or environmental impact of solar PV plants or to the benefits to certain investor groups, perceived to be granted at the cost of the public. Whilst the Company will seek to ensure that appropriate measures are taken in respect of each project to encourage local support and to manage security risks, there can be no guarantee that changes in public attitude will not result in a loss of actual or perceived value of investments.

Public attitudes can also have an impact at a more localised level, where low levels of community support or public protests could have a negative impact on the number of solar PV sites which are successfully taken through the planning process, which could in turn impact the availability of future sites thereby increasing the competition for solar PV assets going forward.

Risks relating to regulatory changes in the UK electricity market

From 31 March 2017, the UK Government intends to close the Renewables Obligation to the accreditation of projects commissioned after that date. It is uncertain what support, if any, will be put in place after March 2017 in order to provide subsidies to new solar projects, which may limit the number of investment opportunities available in the primary market and/or increase competition for existing ROC accredited assets which may, as a result, reduce the attractiveness of the returns from investment opportunities in the primary market. Furthermore, any amendment to policy or regulatory support may trigger change in law provisions under power purchase agreements ("PPAs"), giving counterparties an opportunity to re-open or even terminate some PPAs, which could have a material adverse effect on the business operations of the Company.

Furthermore, a result of the introduction of the capacity mechanism (designed to ensure that the UK has sufficient and reliable generating capacity to meet a specified capacity margin and prevent blackouts), wholesale electricity prices may be depressed, because some fossil-fuel power plants will receive capacity payments which will cover part of the costs of constructing and operating them which could have a material adverse effect on the returns of the Company's investments and the operating results of the Company.

Some projects that are not or cannot be accredited under the Renewables Obligation may not be entitled to CFD FiT Support. Future CFD auction allocation to solar technologies is not guaranteed under existing CFD subsidy framework.

The Carbon Price Floor is an element of the Electricity Market Reform which is designed to support the deployment of renewable generation technologies by underpinning the price of carbon emissions allowances (required to be surrendered by fossil-fuelled combustion plants) under the ETS (the "Carbon Price Floor"). The legislation to implement it is already in place. However, the UK Government may decide to abolish the Carbon Price Floor or set a lower trajectory for the increase of the Carbon Price Floor. Such abolition, or the UK Government setting a lower trajectory for the increase of the Carbon Price Floor, would likely reduce the wholesale power price and could have a material adverse effect on the Company's business, financial position, results of operations and business prospects.

Risks relating to the Levy Control Framework

The Levy Control Framework was established to make sure that the BEIS achieved its fuel poverty, energy and climate change goals in a way that is consistent with economic recovery and minimising the impact on consumer bills. Where the cost of renewables support regimes exceed the relevant cap, support levels for projects under these regimes may require to be adjusted. This could negatively impact returns to the Group, where the Group has invested in projects which take advantage of such regimes and, consequently, investors.

Risks relating to revenue related to the sale of electricity

Generally, the price at which a solar PV plant sells its electricity is determined by market prices in the UK. Risks relating to the price of electricity can broadly be separated into supply side risks, demand side risks and regulatory risk. A decline in the market price of electricity could materially adversely affect the price of electricity generated by solar PV assets and thus the Company's business, financial position, results of operations and business prospects.

On the supply side, a decline in the costs of other sources of electricity generation, such as fossil fuel generated or nuclear generated power or newer generations of renewable plants, could reduce the wholesale price of electricity. A significant amount of new electricity generation capacity becoming available could also reduce the wholesale price of electricity. Technological advancements such as the development of a new or more efficient electricity generation source, the development of largescale electricity storage technology on a more commercial scale or the introduction of more interconnection capability could also negatively impact the price of wholesale electricity.

Wholesale prices are also dictated by the level of electricity demand which varies depending on the time of day, day of the week or through seasonality and the market within which or the index against which they are sold. Other demand side measures such as energy efficiency and demand response management could also result in lower wholesale electricity prices.

A number of broader regulatory changes to the electricity market (such as changes to integration of transmission allocation and changes to energy trading and transmission charging) are being implemented across the EU which could have an impact on electricity prices.

Within the terms of the EMR, the Government has established Capacity Markets. This framework is intended to secure forward generator capacity with a resulting reduction in short term merchant risk but with the effect of reducing the price for generated energy. The consequential impact of this reform may be to depress energy prices and energy price inflation, with a specific impact on the post ORC period revenues of projects but with a likely effect on prices.

Should the market price for electricity decline, this could materially adversely affect the price achieved for electricity generated by solar PV plants, and thus the Group's business, financial position, results of operations, and business prospects. The risk of declines in the wholesale price of electricity can be mitigated through a variety of means through trading strategies.

Risks relating to UK electricity suppliers

The UK Government does not guarantee the solvency of electricity suppliers and if an electricity supplier was to collapse or if its financial strength deteriorate then, such supplier may not be able to fulfil its obligations under the PPAs and the provision of the PPAs may become worthless which could materially affect the operational results of the Company.

Risks relating to the price of green benefits

Generally, the level of subsidy (FiTs or the price at which ROCs can be sold) is determined by UK renewable energy policies. The value of green benefits can therefore be affected by changes in the political will to support solar PV and other factors such as the cost of solar PV equipment. From 31 March 2017, no new renewable energy projects will be able to gain accreditation under the Renewable Obligation scheme.

Therefore, depending on how quickly the Company invests its funds, the level of subsidy available may be affected which may affect the financial model and future cashflows of the Group. At present, there is uncertainty as to the CfD regime and its availability for future solar PV projects.

Reductions in levels or market value of green benefits or regulatory support available could have a material adverse effect on the Group's ability to acquire ground based solar PV assets which, as a result could have a material adverse effect on the Company's business, financial position, results of operations and business prospects. ROC prices could be materially and adversely affected by an imbalance of supply and demand.

Risks relating to the Electricity Market Reform

As a result of the changes arising from Electricity Market Reform (EMR) counterparties to existing PPAs may attempt to re-open negotiations or even terminate their agreements, relying on change of law provisions, as a result of changes brought about by EMR. The commercial terms available under replacement or newer PPAs may be less attractive. These charges may impact on the Company's income and Net Asset Value. This could include the possible scenario of the date for replacing ROCs with fixed price certificates being brought forward. Under the new CfD regime, the Government has introduced "strike prices".

Risks relating to RPI

The revenues and expenditure of solar PV assets are frequently partly or wholly subject to indexation, typically with reference to RPI and the Company's target distributions are linked to RPI. RPI is the result of factors outside the control of the Company and, in absolute terms, the Company's distributions would be adversely affected by deflation.

RPI is published by the Office for National Statistics on a monthly basis and measures the change in the cost of a basket of retail goods and services. Its calculation may be subject to change in the future. Should the basis of calculation of RPI be changed in the future, including inter alia through changes to the constituent basket of retail goods and services or through changes to the formulae used at the elementary aggregate level, such a change may reduce future published RPI figures, which could have an adverse effect on the absolute level of the Company's distributions.

Risks relating to grandfathering

The UK has generally revised its policies supporting the renewable energy sector from time to time in order to reduce the benefits available to new renewable power generation projects. However, there is significantly less risk of support being reduced, withdrawn or changed for existing supportaccredited projects than there is for new projects which have not yet been accredited for support. In order to maintain investor confidence, the UK has ensured that the benefits already granted to operating renewable power generation projects are exempted from future regulatory change. This practice is referred to as "grandfathering". Grandfathering is a policy decision and, as such, there is no guarantee that the practice of grandfathering will be continued. The Group is likely to suffer a loss if the UK was to abandon the practice of grandfathering and apply adverse retrospective changes to the levels of support for operating projects in which the Group has a financial interest which in turn, could have a material adverse effect on the Group's business, financial position, results of operation and business prospects.

Risks relating to the price of solar PV equipment

The price of solar PV equipment can increase or decrease and it can be influenced by a number of factors, including the price and availability of raw materials, demand for PV equipment, currency movements and any import duties or restrictions that may be imposed on PV equipment. This would generally be expected to lead to corresponding changes in the value of green benefits or government support available to new renewable power generation projects which may have a material adverse effect on the results of operations of the Company and the absolute level of the Company's distributions.

Furthermore, changes in the cost of solar PV equipment could have a material adverse effect on the Company's ability to source projects that meet its investment criteria and consequently its business, financial position, results of operations and business prospects.

Risks relating to gas power generation

The development of new gas power projects may discourage the deployment of renewable technologies. This could be exacerbated by the uptake of significant volumes of domesticallyproduced shale gas or any other factor that results in falls in wholesale gas prices. Further, lower marginal costs for gas-fired generating plants will likely lead to lower overall electricity prices. Any significant move to gas power generation or other modern gas technologies and away from renewable technologies greater than that currently assumed in the market, could negatively impact the Group's prospects and performance.

Risks relating to the concentration of the Company's investment portfolio

The Company's investment policy is limited to investments in ground-based solar power plants, the majority of which will be located in the UK. This means that, although the Company is subject to the investment and diversification restrictions in its investment policy, within those limits, the Company has a significant concentration risk relating to the UK solar power sector. Significant concentration of investments in any one sector may result in greater volatility in the value of the Group's investments and consequently its Net Asset Value and may materially and adversely affect the performance of the Company and returns to Shareholders.

Risks relating to weather conditions

The profitability of a solar PV asset, and as a result the Company's revenues, are dependent on the solar radiation conditions at the solar PV plants owned by the Company and upon the meteorological conditions at the particular site. Temporary or semi-permanent or permanent changes in meteorological conditions could occur as a result of fluctuations in the levels of sunlight and cloud cover on a daily, monthly and seasonal basis, and over the long-term as a result of more general changes in the climate including global warming. Such changes in weather patterns could affect the amount of solar radiation received annually or during any shorter or longer period of time in locations where the Company's solar PV assets may be located and could lead to a reduction in the electricity generated which would have a material adverse effect on the Group's business, financial position, results of the operations and business prospects. Such changes, perceived or otherwise, could also make solar PV less attractive as an investment opportunity and so impair the Company's potential returns which could have a material adverse effect on the Group's business, financial position, results of the operations and business prospects.

Adverse weather conditions, including hotter ambient temperatures and extreme weather could reduce the efficiency of solar energy, thereby reducing the Company's revenues which would have a material adverse effect on the Company's business, financial position, results of the operations and business prospects.

Risks relating to natural disasters

Natural disasters (including fire and floods), severe weather or accidents could damage solar PV assets, which could have a material adverse effect on the Company's business, financial position, results of operations and business prospects. Earthquakes, lightning strikes, tornadoes, extreme winds, severe storms, wildfires and other unfavourable weather conditions or natural disasters may damage, or require the shutdown of, solar modules or related equipment or facilities which will decrease electricity production levels and results of operations.

Risks relating to the intermittent nature of solar PV

The output of a solar PV plant relies entirely on the level of irradiation at the site in order to convert solar energy into electricity, whereby irradiation is naturally highest during the day and summer months. Therefore electricity generation from solar PV is inherently intermittent and will always need to be balanced with other sources of generation such as coal, gas-fired or peaking power plants unless electricity storage can be economically achieved.

As part of its objective to ensure security of energy supply in the UK, the UK Government is introducing a capacity market mechanism, whereby a fixed annual payment will be made to reliable sources of capacity, alongside their electricity revenues, to ensure they deliver electricity when required. This will therefore provide back-up for more intermittent low carbon technologies but it is unclear what impact this will have on the long-term demand for renewable electricity and the wholesale power price.

Risks relating to counterparties

The Group is exposed to third party credit risk in several instances, including, without limitation, with respect to contractors who may be engaged to construct or operate assets held by the Group, property owners or tenants who are leasing ground space to the Company for the locating of assets, or the offtakers of energy and green benefits supplied, banks which may provide guarantees of the obligations of other parties or which may commit to provide leverage to the Group at a future date, insurance companies which may provide coverage against various risks applicable to the Group's assets (including the risk of terrorism or natural disasters affecting the assets) and other third parties who may owe sums to the Group. In the event that such credit risk crystallises in one or more instances (for instance, an insurer which grants coverage becomes insolvent as a result of claims made due to a natural disaster by several persons insured by it and the investment is, consequently, unable to make substantial recovery under its own insurance policy with such insurer), this may materially adversely impact on the investment returns.

Risks relating to the renewal of the Group's power purchase agreements

Power purchase agreements between the SPVs and power purchase contractors are not in place for the expected useful life of the solar power asset, and new power purchase agreements will have to be put in place at the expiry of their terms which are generally for 5 years. Any such replacement power purchase agreements may not be available or may only be available on less favourable terms. This could have a material adverse effect on the Group's financial position, results of operation and business prospects.

Risks relating to third party service providers

The Company expects to use third parties to provide certain administrative services to the Company. Where a service provider needs replacing, whether due to expiry of an existing contract, insolvency, poor performance or any other reason, the Company will be required to appoint a replacement service provider. There is no assurance that contracts can be negotiated on similar terms and less favourable terms could result in increased operation and costs. Any replacement service provider may be more expensive and there is a further risk that finding a suitable service provider may take a long time, which could potentially lead to downtime for the relevant asset. This could have a material adverse effect on the Company's financial position, results of operation and business prospects.

Risks relating to operation and maintenance contracts

The Company relies on third party professionals and independent contractors and other companies to provide the required operator and maintenance support services throughout the operating phases of the solar PV assets in the Company's investment portfolio. If such contracted parties are not able to fulfil their contractual obligations, the Company's ability to operate the solar plants could be adversely affected and the Company may be forced to seek recourse against such parties, provide additional resources to complete their work, or to engage other companies to complete their work.

Any such legal action or financial difficulty, breach of contract or delay in services by these thirdparty professionals and independent contractors could have a material adverse effect on the Company's business, financial condition and results of operations.

In addition, if a contractor's work was not of the requisite quality, this could have an adverse effect on projects in which the Company is invested and might not only reduce financial returns but could adversely affect the Company's reputation.

Where an operation and maintenance contractor, or any other contractor, needs replacing, whether due to expiry of an existing contract, insolvency, poor performance or any other reason, the Company will be required to appoint a replacement contractor. There is no assurance that contracts can be negotiated on similar terms and less favourable terms could result in increased operation and maintenance costs. Any replacement contractor may be more expensive and there is a further risk that finding a suitable contractor may take a long time, which could potentially lead to downtime for the relevant asset. This could have a material adverse effect on the Company's financial position, results of operation and business prospects.

Risks relating to technology and operations

Whilst the Investment Manager will procure that appropriate legal and technical due diligence is undertaken on behalf of the Company in connection with any proposed acquisition of solar PV assets, this may not reveal all facts that may be relevant in connection with an investment. In particular, operating projects which have not been properly authorised or permitted may be subject to closure, seizure, enforced dismantling or other legal action.

Any unforeseen loss of performance and/or efficiency in solar modules, beyond the warranted degradation, on an acquired or developed asset would have a direct effect on the yields produced by a solar PV plant and, as a consequence, could have a material adverse effect on the Company's business, financial condition and results of operations. Furthermore, should recourse against the vendor of such an asset or supplier of such modules be sought by the Company or if the equipment supplier is not able, for example due to it being in economic or financial difficulty, to pay the Company the amounts due under any such warranty claims, this could also have a material adverse effect on the Company's business, financial condition and results of operations.

Risks relating to the operational life span of solar panels

Although ground-based solar PV installations have few moving parts and operate, generally, over long periods with minimal maintenance, PV power generation employs solar panels composed of a number of solar cells containing a PV material. These panels are, over time, subject to degradation since they are exposed to the elements and carry an electrical charge, and will age. In addition, the solar radiation which produces solar electricity carries heat with it that may cause the components of a PV solar panel to become altered and less able to capture radiation effectively. There is a risk of equipment failure due to wear and tear, design error or operator error with respect to each PV facility and this failure, among other things, could adversely affect the returns to the Company.

Risks relating to property matters

The Company's existing assets and a significant proportion or potentially all of the solar PV assets to be acquired by the Group are or will be located on commercial and agricultural properties, to which entitlement will be secured through a lease agreement. Reliance upon a third party owned property gives rise to a range of risks including deterioration in the property during the investment life, damages or other lease related costs, counterparty and third party risks in relation to the lease agreement and the property, termination of the lease following breach or due to other circumstances such as a mortgagee taking possession of the property. Whilst the Company seeks to minimise these risks through appropriate insurances, lease negotiation and site selection there can be no guarantee that any such circumstances will not arise and result in losses to the investment.

Risks relating to harm to the natural environment

All utility-scale solar energy facilities require relatively large areas for solar radiation collection when used to generate electricity at utility-scale. Solar facilities may interfere with existing land uses and could impact the use of nearby specially designated areas such as wilderness areas, areas of critical environmental concern, or special recreation management areas.

PV panels may contain hazardous materials, and although they are sealed under normal operating conditions, there is the potential for environmental contamination if they were damaged or improperly disposed of following decommissioning. This could lead to a material reduction in the returns from the affected solar PV assets and, as a result, the operational results of the Company.

The Company cannot guarantee that its solar PV assets will not be considered a source of nuisance, pollution or other environmental harm or that claims will not be made against the Group in connection with its solar PV assets and their effects on the natural environment. This could also lead to increased cost of compliance and/or abatement of the generation activities for the affected solar PV assets which could also lead to a material reduction in the returns from the affected assets and, as a result, the results of operation of the Company.

Environmental laws and regulations may have an impact on the Company's activities. It is not possible to predict accurately the effects of future changes in such laws or regulations on the Company's financial performance and results of operations. There can be no assurance that environmental costs and liabilities will not be incurred in the future. In addition, environmental regulators may seek to impose injunctions or other sanctions on the Company's operations that may have a material adverse effect on the Company's results of operations or financial condition.

To the extent there are environmental liabilities arising in the future in relation to any sites owned or used by a solar PV plant operating company (such as the Company) including, but not limited to, clean-up and remediation liabilities, such operating company may, subject to its contractual arrangements, be required to contribute financially towards any such liabilities. The level of such contribution may not be restricted by the value of the sites or by the value of the total investment in the relevant solar PV asset.

Risks relating to maintaining the connections of solar PV assets to the electricity transmission and distribution network

PV facilities must be, and must remain, connected to the distribution or transmission grid to sell their energy output. Therefore, the Company is dependent on electricity distribution or transmission facilities owned by third parties to sell the electricity produced by its solar PV assets. Typically, the Company will not be the owner of, nor will it be able to control, the transmission or distribution facilities except those needed to interconnect its solar PV plants to the electricity network. Accordingly, a solar PV plant must have in place the necessary connection agreements and comply with their terms in order to avoid potential disconnection or de-energisation of the relevant connection point.

In the event that the transmission or distribution facilities break down without fault of the distribution or transmission grid operator or are not available for the export of electricity generated at solar PV asset level due to schedule maintenance works, the Company may be unable to sell its electricity and this could have a material adverse effect on the Company's business, financial status and results of operations. The circumstances in which compensation, if any, would be payable are limited and the amounts payable are unlikely to be sufficient to cover any losses of revenue. Thus, the Company would have to rely on business interruption insurance to compensate for its losses. Business interruption insurance is likely to have a minimum claim amount and not all losses sustained by the Company may be recovered which could have a material adverse effect on the Company's financial position and results of operation.

Risks relating to participation in the balancing mechanism

As electricity cannot be stored in useful quantities, the transmission system operator or the National Grid Electricity Transmission in Great Britain ("NGET") is able to use a process called the balancing mechanism to ensure that electricity generation and demand are continuously matched. Pursuant to the balancing mechanism electricity generators and suppliers inform NGET of the quantities of electricity that they intend to generate or consume and NGET uses the information to balance generation and demand on the system.

Where NGET predicts that there will be a discrepancy it can: (i) accept bids from generators or suppliers to buy electricity (i.e. take electricity off the system), either by a generator generating less electricity or by a supplier increasing its consumption; or (ii) accept offers from generators or suppliers to sell energy (i.e. put electricity in to the system), either by a generator generating more electricity or by a supplier decreasing its consumption.

A risk inherent to the connection to any electricity network is therefore that generators could be required by NGET to curtail their output or de-energise altogether. Generators on large projects which participate in the balancing mechanism would be compensated, in the event that NGET curtailed their output, because, under the balancing mechanism, the mechanism for curtailment would be to accept a bid/offer pair that has been submitted by the larger project. However, smaller projects (including projects in which the Company may invest) do not participate in the balancing mechanism and therefore may not be compensated for such curtailment or the circumstances in which compensation would be payable are limited and the amounts payable may not be sufficient to cover any actual losses of revenue. Participating in the balancing mechanism entails a certain degree of risk (especially for renewable projects that are not controllable) as where there is an imbalance on the electricity system, generators and/or suppliers must pay "imbalance charges" to compensate NGET for the balancing actions (buying or selling) that it contracts for in the balancing mechanism.

Risks relating to untested nature of long term operational environment

Given the long term nature of ground-based solar panel investments, and the fact that solar power plants are a relatively new investment class, there is limited experience of the long term operational problems that may be experienced in the future and which may affect solar power plants, their components and the SPVs and, therefore, the Company's investment returns.

Risks relating to the construction of solar PV assets

Pursuant to the Company's investment policy, the Company may, in the future, invest up to 25 per cent. of its Gross Asset Value in assets under construction. If an investment is made prior to the completion of construction there is a risk that the project will fail to be grid-connected, to qualify for ROC Accreditation, or will be connected after a Renewables Obligation scheme deadline resulting in reduced ROCs. Delays in project construction may result in a reduction in returns caused by a delay in the project generating revenue. Failure in the construction of a plant, for example, faulty components or insufficient structural quality, may not be evident at the time of acquisition or during any period during which a warranty claim may be brought against the contractor and may result in loss of value without full or any recourse to insurance or construction warranties. Warranties and performance guarantees typically only apply for a limited period, and may also be conditional on the equipment supplier being engaged to provide maintenance services to the project. Performance guarantees may also be linked to certain specified causes and can exclude other causes of failure in performance, such as unscheduled and scheduled grid outages. Should equipment fail or not perform properly after the expiry of any warranty or performance guarantee period and should insurance policies not cover any related losses or business interruption the Company will bear the cost of repair or replacement of that equipment.

In addition, the timing of any payments under warranties and performance guarantees may result in delays in cash flow.

Construction of solar PV assets is likely to result in reliance upon services being delivered by one or more contractors. Whilst the performance of contractor services will usually be guaranteed with penalties linked to underperformance, and potentially in some cases backed by guarantees, any such guarantees are expected to be limited in their scope and quantum and may not always cover the full costs or loss of profit incurred by a project. Failure of a contractor or a change in a contractor's financial circumstances may, among other things, result in the relevant asset underperforming or becoming impaired in value and there can be no assurance that such underperformance or impairment will be fully or partially compensated by any contractor warranty or bank guarantee.

A limited number of third-party suppliers may be contracted for the supply of certain components, inverters and modules for new projects. These suppliers may not be able to meet agreed minimum levels of supply. If the Group fails to develop or maintain relationships with these and other suppliers, the Group may not be able to secure a supply of the components, inverters and modules in the required quantities or quality, at competitive and cost effective prices, on a timely basis or at all which may lead to delays or eventual project abortion. Failure to obtain a continued supply of components, inverters and modules on competitive terms or at all could harm the Group's ability to develop solar PV assets, and consequently its financial condition and results of operations.

In addition, the relevant suppliers may be unable to meet their warranty obligations in respect of acquired or developed projects with respect to modules or inverters, in whole or in part, due to production, economic or financial difficulties or for other reasons. Such circumstances could cause the Group to experience increased costs and harm its reputation, any of which could have a material adverse effect on the business, prospects, financial condition or results of operations of the Group.

In addition, a change in prices for certain key components, in particular modules and inverters, may have a material adverse effect on the business, prospects, financial condition and results of operations of the Group.

Risks relating to the acquisition of majority or minority stakes in individual ground-based solar PV assets

Pursuant to the Company's investment policy, the Company may acquire minority or majority stakes in individual ground-based solar PV assets. Any contractual documentation entered into with coinvestors will include finance and shareholder agreements which will contain certain minority restrictions and protections. These protections may limit the ability of the Group to have control over the underlying investments and the Group may, therefore, have only limited influence over material decisions taken in relation to any investment in which it is a minority shareholder. The interests of the Group and those of any co-investors (including majority shareholders) may not always be aligned and this may lead to investment decisions being taken that are not in the best interests of the Group which could lead to a reduction in the returns to the Company from that assets and, as a result, the financial position of the Company may be materially adversely affected.

Risks relating to the market value of investments and valuations

Returns from the Group's investments will be affected by the price at which they are acquired. The value of these investments will be (amongst other risk factors) a function of the discounted value of their expected future cash flows, and as such will vary with, inter alia, movements in interest rates and the competition for such assets.

A valuation is only an estimate of value and is not a precise measure of realisable value. Valuations are built on a series of assumptions that are or could be subjective. Such assumptions can be servative and small changes could result in changes in the valuations. Ultimate realisation of the market value of an asset depends to a great extent on economic and other conditions beyond the control of the Company, and valuations do not necessarily represent the price at which an investment can be sold or that the assets of the Group are saleable readily or otherwise. It follows that some inequality may arise between departing, continuing and new investors.

All calculations made by the Administrator and the Investment Manager will be based on financial reports provided by the Investment Manager and, where the Company holds minority stakes in investee companies such calculations will be made, in part, on valuation information provided by these companies. Although the Administrator and the Investment Manager will evaluate all information and data provided by the companies in which the Company has invested, they may not be in a position to confirm the completeness, genuineness or accuracy of such information or data. In addition, the financial reports are typically provided on a quarterly or half yearly basis and generally are issued one to four months after the end of the relevant quarter. Consequently, each quarterly Net Asset Value published by the Company will contain information that may be out of date and require updating and be incomplete. Shareholders should bear in mind that the actual net asset values may be materially different from these quarterly estimates.

Risks relating to modelling future returns

Solar PV asset acquisitions rely on large and complex financial models to support their valuations. These financial models are made up of a number of revenue and cost assumptions, which are often based on future expectations which may or not materialise over the medium to long term e.g. power price forecasts which are anticipated to rise in real terms. There is also a risk that errors may be made in the assumptions or methodology used in a financial model e.g. meteorological measurement errors. In such circumstances the returns generated by any solar PV asset acquired by the Company may be different from those expected. In particular, forecasters look at long-term data and there can be short term fluctuations which could negatively impact returns in a specific period or set of periods.

As a consequence the returns from operating efficiency improvements and energy sale could be less attractive than originally anticipated and should the operation and economics of the assets fall short of the Company's expectations, there could be a material adverse effect on the returns to the Company.

Furthermore, investment decisions are based upon assumptions as to timing and ongoing costs of the Group. To the extent that the actual costs incurred differ, from the forecast costs and cannot be passed on to contractors, the expected investment returns may be adversely affected.

Risk of theft and other adverse actions against solar PV assets

The Company may incur significant damage to its operations due to theft of components and modules.

Solar PV assets may also constitute a high risk target for terrorist acts, political actions or vandalism, in light of their strategic profile and nature. If the assets do become targeted by such terrorist or other political actions, they may, for an indefinite period of time, be unable to generate further electricity and/or their value may be adversely affected, in turn, materially affecting the returns and financial position of the Company.

While the Group will seek to obtain insurance to cover theft of its components and also for terrorist acts, political actions and vandalism, such insurance, if obtained, may not prove adequate. Furthermore, while it is typical that there is an obligation on the O&M Contractor to secure the power plant pursuant to the terms of the O&M Contract and therefore in the event of theft or vandalism the Company may be able to make a claim against the relevant O&M Contractor, there is no guarantee that the Company would be able to recover anything from the O&M Contractor. These events could, therefore, have a material adverse effect on the Group's financial condition and results of operations.

Risks relating to health and safety

The physical location, construction, maintenance and operation of a solar power plant pose health and safety risks to those involved. Their construction and maintenance may result in bodily injury or industrial accidents, particularly if an individual were to be crushed or be electrocuted. If an accident were to occur in relation to one or more of the Group's solar power plants, the Group could be liable for damages or compensation to the extent such loss is not covered under existing insurance policies. The UK Government could also impose fines or make claims against the Group in relation to any accidents involving the Group's solar power plants. Liability for health and safety could have a material adverse effect on the business, financial position, results of operations and business prospects of the Group.

Risks relating to the acquisition of solar PV assets

Risks relating to due diligence

Prior to the acquisition of a solar PV asset or any entity that holds a solar PV asset or rights to construct a solar PV asset, the Company and its advisers (including with the Investment Manager) will undertake commercial, financial, technical and legal due diligence on the assets. The Company has relied on its own due diligence in relation to any proposed assets to satisfy itself in respect of any issues and to ascertain and evaluate any associated risks. Notwithstanding that such due diligence is undertaken, such due diligence may not uncover all of the material risks affecting the solar PV asset or entity, as the case may be, and/or such risks may not be adequately protected against in the acquisition documentation. The Group may acquire assets with unknown liabilities and without any recourse, or with limited recourse, with respect to unknown liabilities. However, if an unknown liability was later asserted against the acquired assets, the Group might be required to pay substantial sums to settle it or enter into litigation proceedings, which could adversely affect cash flow and the results of its operations.

Technical analysis of the build quality, lifecycle costs and asset life will be undertaken by the technical advisers appointed by the Group in connection with any proposed acquisition. It is not intended that the equipment and systems purchased will rely substantially on new technology and it is expected that such equipment and systems will have a track record in other solar PV assets. Even so, components such as cabling, PV panels, inverters, transformers and control systems can fail and repair or replacement costs, in addition to the costs of lost production, can be significant.

Risks relating to the existence of competition for further acquisitions

The Company faces significant competition for assets in solar power sectors. Large European and international utility companies and other financial organisations are participants in the solar power sectors and many of the Company's competitors have a long history in the solar power sector as well as greater financial, technical and human resources. Competition for appropriate investment opportunities may therefore increase, reducing the number of opportunities available to and adversely affecting the terms upon which investments can be made by the Company and thereby limiting the growth potential of the Company.

Such competition may cause a decrease in expected profit margins and adversely affect the Company's market share. Increased competition could therefore have a material adverse effect on the business, financial condition, results of operation and prospects of the Company. The ability of the Company to achieve its investment objective depends upon the Company identifying, selecting and executing investments which offer the potential for satisfactory returns. The availability of suitable investment opportunities will depend, in part, upon conditions in the UK solar power markets. The withdrawal of the Renewable Obligation scheme from 31 March 2017 may lead to increased competition, in the primary market, for assets which have received ROC accreditation. Such competition may lead to the acquisition prices for assets in the solar power sectors being increased which could have a material adverse impact on the expected profit margins from that asset and the returns available to Shareholders may, as a consequence, decrease. There can be no assurance that the Company will be able to identify and secure investments that satisfy its investment criteria. Failure to identify and secure such investments could have a material adverse effect on the business, financial condition, results of operation and prospects of the Company.

If prospective investors are in any doubt as to the consequences of their acquiring, holding or disposing of Ordinary Shares, they should consult their stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

IMPORTANT INFORMATION

The document should be read in its entirety before making any application for Ordinary Shares. In assessing an investment in the Company, investors should rely only on the information in this document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Board, the Investment Manager or the Bookrunners or any of their respective affiliates, directors, officers, employees or agents or any other person.

Without prejudice to any obligation of the Company to publish a supplementary prospectus, neither the delivery of this Prospectus nor any subscription or purchase of Ordinary Shares made pursuant to this Prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of this document.

Prospective Shareholders must not treat the contents of this document or any subsequent communications from the Company, the Investment Manager or the Bookrunners or any of their respective affiliates, officers, directors, employees or agents as advice relating to financial, legal, taxation, accounting, regulatory, investment or any other matter.

Apart from the liabilities and responsibilities (if any) which may be imposed on the Bookrunners by FSMA or the regulatory regime established thereunder, none of Stifel, JPMC or RMB makes any representation or warranty, express or implied, nor accepts any responsibility whatsoever for the contents of this document including its accuracy, completeness or verification or for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Investment Manager, the Ordinary Shares or the Issues and nothing in this document is or shall be read as a promise or representation in this respect, whether as to the past or future. The Bookrunners (and each of their respective affiliates, directors, officers or employees) accordingly disclaim all and any liability whatsoever (save for any statutory liability) whether arising in tort or contract or otherwise which they might otherwise have in respect of this document or any such statement.

The Bookrunners and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Company or the Investment Manager for which they would have received fees. The Bookrunners and their respective affiliates may provide such services to the Company, the Investment Manager or any of their respective affiliates in the future.

In connection with the Issues, the Bookrunners and any of their affiliates acting as an investor for its or their own account(s), may subscribe for the Ordinary Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such securities of the Company, any other securities of the Company or other related investments in connection with the Issues or otherwise. Accordingly, references in this document to the Ordinary Shares being issued, offered, subscribed or otherwise dealt with, should be read as including any issue or offer to, or subscription or dealing by, the Bookrunners and any of their affiliates acting as an investor for its or their own account(s). The Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

United States (U.S.) Tax Withholding and Reporting under the Foreign Account Tax Compliance Act ("FATCA")

The FATCA provisions may impose a 30 per cent. withholding tax on payments of U.S. source interest and dividends made on or after 1 July 2014 and of gross proceeds from the sale of certain U.S. assets made on or after 1 January 2017 to a foreign financial institution (or "FFI") (such as the Company) that, unless exempted or deemed compliant, does not enter into, and comply with, an agreement with the U.S. Internal Revenue Service ("IRS") to provide certain information on its U.S. shareholders. Beginning no earlier than January 1, 2017 a portion of income that is otherwise non-US source may be treated as US source for this purpose.

To avoid the withholding tax, the Company may enter into an agreement (an "IRS Agreement") with the IRS or alternatively, comply with the requirements of the intergovernmental agreement (an "IGA") between the United States and Jersey in respect of FATCA (including any legislation enacted by Jersey in furtherance of the IGA). An FFI that fails to comply with the applicable IGA or, if required, does not enter into an IRS Agreement or whose agreement is voided by the IRS will be treated as a "non-Participating FFI".

In general, an IRS Agreement will require the Company (or an intermediary financial institution, broker or agent (each, an "Intermediary") through which a beneficial owner holds its interest in Shares) to agree to: (i) obtain certain identifying information regarding the holder of such Shares to determine whether the holder is a U.S. person or a U.S. owned foreign entity and to periodically provide identifying information about the holder to the IRS; and (ii) comply with withholding and other requirements. In order to comply with its information reporting obligation under the IRS Agreement, the Company will be obliged to obtain information from all Shareholders. To the extent that any payments in respect of the Shares are made to a Shareholder by an Intermediary, such Shareholder may be required to comply with the Intermediary's requests for identifying information that would permit the Intermediary to comply with its own IRS Agreement. Any Shareholder that fails to properly comply with the Company's or an Intermediary's requests for certifications and identifying information or, if applicable, a waiver of non-U.S. law prohibiting the release of such information to a taxing authority, will be treated as a "Recalcitrant Holder". The Company will not be required to enter into an IRS Agreement provided that it complies with legislation enacted by Jersey that generally requires similar information to be collected and reported to the Jersey authorities.

Under the Jersey IGA (including any legislation enacted in furtherance of the IGA) or an IRS Agreement, an Intermediary (and possibly the Company) may be required to deduct a withholding tax of up to 30 per cent. on payments (including gross proceeds and redemptions) made on or after 1January 2017 to a Recalcitrant Holder or a Shareholder that itself is an FFI and, unless exempted or otherwise deemed to be compliant, does not have in place an effective IRS Agreement (i.e. the Shareholder is a non-Participating FFI). Neither the Company nor an Intermediary will make any additional payments to compensate a Shareholder or beneficial owner for any amounts deducted pursuant to FATCA. It is also possible that the Company may be required to cause the disposition or transfer of Shares held by Shareholders that fail to comply with the relevant requirements of FATCA and the proceeds from any such disposition or transfer may be an amount less than the then current fair market value of the Shares transferred.

If the Company (or any Intermediary) is treated as a non-Participating FFI, the Company may be subject to a 30 per cent. withholding tax on certain payments to it.

If prospective investors are in any doubt as to the consequences of their acquiring, holding or disposing of Ordinary Shares, they should consult their stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

Regulatory information

The Company is a closed-ended Jersey listed fund. Further information in relation to the regulatory treatment by the JFSC of listed funds domiciled in Jersey may be found on the website of the JFSC at www.jerseyfsc.org. The JFSC is protected by the Collective Investment Funds (Jersey) Law 1998 and the Financial Services (Jersey) Law 1998 against liability arising from the discharge of its functions under such laws.

This document does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. The issue or circulation of this Prospectus may be prohibited in some countries.

The Ordinary Shares offered by this document may not be offered or sold directly or indirectly in or into the United States, or to or for the account or benefit of a U.S. Person (within the meaning of Regulation S under the U.S. Securities Act).

Prospective investors should consider carefully (to the extent relevant to them) the notices to residents of various countries set out on pages 151 to 152 of this document.

Investment considerations

The Company has been established in Jersey as a listed fund under a fast-track authorisation process. An investment in the Company is suitable only for investors who are capable of evaluating the risks and merits of such investment, who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company, for whom an investment in the Ordinary Shares constitutes part of a diversified investment portfolio, who fully understand and are willing to assume the risks involved in investing in the Company and who have sufficient resources to bear any loss (which may be equal to the whole amount invested) which might result from such investment.

Typical investors in the Company are expected to be institutional or sophisticated investors or private clients who are seeking an attractive level of income with the potential for income and capital growth from investing in a diversified portfolio of ground-based solar PV assets, located predominantly in the UK, and who understand and accept the risks inherent in the Company's investment policy. Investors may wish to consult their stockbroker, bank manager, solicitor, accountant or other independent financial adviser before making an investment in the Company.

Regulatory requirements in Jersey which may be deemed necessary for the protection of retail or inexperienced investors, do not apply to listed funds. By investing in the Company you will be deemed to be acknowledging that you are a sophisticated or experienced investor, or have taken appropriate professional advice, and accept the reduced requirements accordingly.

You are wholly responsible for ensuring that all aspects of the Company are acceptable to you. An investment in listed funds may involve special risks that could lead to a loss of all or a substantial portion of such investment. Unless you fully understand and accept the nature of the Company and its Shares and the potential risks inherent in the Company and its Shares you should not invest in the Company.

The contents of this document or any other communications from the Company, the Investment Manager or the Bookrunners, any of their respective affiliates, directors, officers, employees or agents are not to be construed as advice relating to legal, financial, taxation, investment or any other matters. Prospective investors should inform themselves as to:

the legal requirements within their own countries for the purchase, holding, transfer or other disposal of Ordinary Shares;
any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Ordinary Shares which they might encounter; and
the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of Ordinary Shares.

Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein.

An investment in the Company should be regarded as a long-term investment. There can be no assurance that the Company's investment objectives will be achieved. It should be remembered that the price of securities and the income from them can go down as well as up.

This document should be read in its entirety before making any investment in the Ordinary Shares of the Company. All Shareholders are entitled to the benefit of, are bound by and are deemed to have notice of the provisions of the Articles of Association, which investors should review. A summary of the Articles of Association can be found in Part 10 of this document.

Overseas investors

The New Shares have not been and will not be registered or qualified under the relevant laws of any state, province or territory of the Excluded Territories and may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within any of the Excluded Territories except pursuant to an applicable exemption from registration or qualification requirements. Neither this document nor the Application Form is or constitutes an invitation or offer to sell or the solicitation of any invitation or an offer to buy New Shares in Japan, Australia, New Zealand or a jurisdiction in which such offer or solicitation is unlawful. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.

No public offer of the New Shares is being made by virtue of this document or the Application Form in or into any jurisdiction outside the United Kingdom, the Channel Islands, the Republic of Ireland and Switzerland in which such offer would be unlawful. Subject to certain exceptions, the Application Form will not be distributed in or into any Excluded Territories and neither this document nor the Application Form constitutes a public offer of New Shares to any person with a registered address in, or who is resident or located in (as applicable), any Excluded Territory.

For the attention of Irish investors

The distribution of this Prospectus and the offering of purchase of Shares is restricted to the individual to whom this Prospectus is addressed. Accordingly, it may not be reproduced in whole or in part, nor may its contents be distributed in writing or orally to any third party and it may be read solely by the person to whom it is addressed and his/her professional advisers. Shares must not be marketed to investors in Ireland without the prior approval of the Central Bank of Ireland (the "Central Bank"). Accordingly, notification has been made to the Central Bank in accordance with Regulation 43 of the European Union (Alternative Investment Fund Managers) Regulations 2013 and Shares in the Company will only be marketed on a private placement basis to professional investors in Ireland once approved to do so by the Central Bank. For the avoidance of doubt this Prospectus has not been reviewed or approved by the Central Bank.

For the attention of Swiss investors

Foresight Solar Fund Limited has not been licensed for distribution to non-qualified investors with the Swiss Financial Market Supervisory Authority FINMA ("FINMA") as a foreign collective investment scheme pursuant to article 120(1) of the Swiss Federal Act on Collective Investment Schemes of June 23, 2006, as amended ("CISA") and no representative or paying agent in Switzerland have been appointed pursuant to article 120(4) CISA. Accordingly, the New Shares may only be offered, advertised or otherwise distributed, directly or indirectly, in or from Switzerland and this Prospectus and any other marketing or offering documents relating to Foresight Solar Fund Limited may only be distributed in or from Switzerland by way of distribution to financial intermediaries that are subject to prudential supervision by FINMA as defined in article 10(3)(a) CISA or insurance institutions that are subject to prudential supervision by FINMA as defined in article 10(3)(b) CISA. Investors in the New Shares do not benefit from the specific investor protection provided by CISA and the supervision by FINMA in connection with the licensing for distribution or the appointment of a representative and a paying agent in Switzerland.

Forward-looking statements

This document includes statements that are, or may be deemed to be, "'forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "target", "estimates", "anticipates", "forecasts'", "projects", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts.

All forward-looking statements address matters that involve risks and uncertainties and are not guarantees of future performance. Accordingly, there are or will be important factors that could cause the Company's actual results of operations, performance or achievement or industry results to differ materially from those indicated in these statements. These factors include, but are not limited to, those described in the part of this document entitled "Risk Factors", which should be read in conjunction with the other cautionary statements that are included in this document.

Any forward-looking statements in this document reflect the Company's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company's operations, results of operations and growth strategy.

Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements.

These forward-looking statements apply only as of the date of this document. Subject to any obligations under the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Rules, the Company undertakes no obligation publicly to update or review any forward looking statement whether as a result of new information, future developments or otherwise. Prospective investors should specifically consider the factors identified in this Prospectus which could cause actual results to differ before making an investment decision.

The actual number of Ordinary Shares to be issued pursuant to the Issues will be determined by the Directors, the Investment Manager and the Bookrunners. In such event, the information in this document should be read in the light of the actual number of Ordinary Shares to be issued in the Issues.

Nothing in this section seeks to limit or qualify, in any way, the working capital statement in paragraph 7 of Part 8 of this document.

Definitions

A list of defined terms used in this document is set out before Part 1 of this document. References to the Issues being fully subscribed are to (unless otherwise stated) 250 million Ordinary Shares being subscribed for under the Issues. References to the latest practicable date prior to the publication of this document is to (unless otherwise stated) is to 1 March 2017.

No incorporation of website

The contents of the Company's website at http://www.foresightgroup.eu/fsfl-home do not form part of this document. Investors should base their decision to invest on the contents of this document alone and should consult their professional advisers prior to making an application to subscribe for Ordinary Shares.

Presentation of information

Market, economic and industry data

Market, economic and industry data used throughout this document is derived from various industry and other independent sources. The Company and the Directors confirm that such data has been accurately reproduced and, so far as they are aware and are able to ascertain from information published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Currency presentation

Unless otherwise indicated, all references in this document to "GBP", "Sterling", "pounds sterling", "pence" or "p" are to the lawful currency of the UK.

Performance data

Without limitation, results can be positively or negatively affected by market conditions beyond the control of the Investment Manager, which market conditions may be different in many respects from those that prevail at present or in the future, including (without limitation) with the result that the performance of portfolios originated now may be significantly different from those originated in the past.

Governing law

Unless otherwise stated, statements made in this document are based on the law and practice currently in force in England and are subject to changes therein.

EXPECTED TIMETABLE

Event Initial Placing and Offer	Date
Initial Placing and Offer opens	3 March 2017
Initial Placing and Offer Price announced	14 March 2017
Latest time and date for return of Forms of Proxy for the General Meeting	4.30 p.m. on 20 March 2017
General Meeting	4.30 p.m. on 22 March 2017
Results of General Meeting announced	22 March 2017
Latest time and date for receipt of Application Forms under the Offer	11.00 a.m. on 28 March 2017
Latest time and date for commitments under the Initial Placing	11.00 a.m. on 29 March 2017
Results of Initial Placing and Offer announced	29 March 2017
Admission and dealings in New Shares on the Main Market of the LSE commence	8.00 a.m. on 31 March 2017
Crediting of CREST accounts in respect of the New Shares	31 March 2017
Share certificates in respect of New Shares despatched (if applicable)	on or around 10 April 2017
Private Placement
Publication of the Pre-listing Announcement	3 March 2017
JSE Private Placement opens	3 March 2017
Publication of the Pre-listing Announcement in the South African press	6 March 2017
Latest time and date for commitments under the Private Placement	12.00 p.m. (SAST) on 29 March 2017
JSE Private Placement Price announced	29 March 2017
Results of the JSE Private Placement released on SENS	29 March 2017
Notification of allotments	29 March 2017
Anticipated Listing Date and commencement of trading on the Main Board of the JSE	9.00 a.m. (SAST) on 3 April 2017
Accounts at CSDPs or brokers updated and accounts debited in respect of the JSE Private Placement Shares at the commencement of trade	3 April 2017

Placing Programme

Placing Programme opens	4 April 2017
Publication of Placing Programme Price in respect of each Issue	At the time of each Issue
Admission and dealings in New Shares commence	8.00 a.m. on each day New Shares are issued
Crediting of CREST in respect of New Shares	8.00 a.m. on each day New Shares are issued
Share certificates in respect of New Shares despatched (if applicable)	Approximately one week following the issue of any New Shares
Last date for New Shares to be issued under the Placing Programme	2 March 2018

The dates and times specified above and mentioned throughout this document are subject to change. All references to times in this document are to London times, unless otherwise stated. In particular, subject to those matters on which the Issues are conditional the Board may, with the prior approval of Stifel, JPMC and RMB, bring forward or postpone the closing time and date for the Issues. In the event that such time and date is changed, the Company will notify investors who have applied for Ordinary Shares of changes to the timetable either by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.

ISSUE STATISTICS

Number of Ordinary Shares in issue at the date of this document	340,950,912
Initial Placing and Offer and Private Placement Target amount of gross proceeds from Initial Issues	in excess of £50,000,000
Number of New Shares available under the Initial Placing and Offer and Private Placement(1)	Up to 250,000,000
Initial Placing and Offer Price and Private Placement Price(2)	the NAV per Share as at 23 February 2017 plus a premium as determined by the Board(3)
Placing Programme
Maximum number of New Shares to be issued pursuant to the Issues in both the UK and South Africa (which includes New issued under the Initial Placing, Offer and Private Placement)	Shares 250,000,000
Placing Programme Price per New Share	Not less than the NAV per Share at the time of issue (as adjusted) plus a premium intended to cover the expenses of such issue as determined by the Board at the time of each Issue under the Placing Programme
Ordinary Shares
ISIN of the Ordinary Shares	JE00BD3QJR55
SEDOL of the Ordinary Shares	BD3QJR5
Ticker Code	FSFL
JSE Share Code	FGL

JSE ISIN JEOOBDQJR55

⁽¹⁾ There is no minimum size of the Initial Placing and Offer or Private Placement. The Company is proposing to target an issue of New Shares in the UK under the Initial Placing and Offer and in South Africa under the Private Placement to raise gross proceeds in excess of £50 million in aggregate. The number of New Shares to be issued pursuant to the Initial Issues, can be up to 250 million New Shares, in aggregate, at the discretion of the Company and the Bookrunners.

⁽²⁾ The Initial Placing and Offer Price will be announced by the Company through an RIS on 14 March 2017. The Private Placement Price will be announced by the Company through SENS on 29 March 2017.

⁽³⁾ The NAV per Share as at 23 February 2017 was 105.6 pence and was calculated in accordance with the Company's normal accounting policies (as adjusted). The Initial Placing and Offer Price will be at a premium to this NAV per Share as determined by the Board. The premium will be intended to cover the direct costs of the issue of the New Shares. The Initial Placing and Offer Price will also take into account the prevailing price of the existing Shares in the market.

DIRECTORS, INVESTMENT MANAGER AND ADVISERS

Directors (all non-executive)	Alexander Ohlsson (Chairman) Christopher Ambler Peter Dicks
	all of:
	Elizabeth House 9 Castle Street St Helier Jersey JE4 2QP
Investment Manager	Foresight Group CI Limited PO Box 156 Dorey Court St. Peter Port Guernsey GY1 4EU
Sponsor, Joint Broker and Joint UK Bookrunner	Stifel Nicolaus Europe Limited 150 Cheapside London EC2V 6ET
Joint Broker and Joint UK Bookrunner	J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP
JSE Sponsor and South African Bookrunner	FirstRand Bank Limited (acting through its Rand Merchant Bank division) 1 Merchant Place Corner Fredman Drive and Rivonia Road Sandton South Africa
Administrator and Company Secretary	JTC (Jersey) Limited Elizabeth House 9 Castle Street St Helier Jersey JE4 2QP
Legal advisers to the Company as to English law	Dickson Minto W.S. Broadgate Tower 20 Primrose Street London EC2A 2EW
Legal advisers to the Company as to Jersey law	Ogier LLP Ogier House 44 Esplanade St. Helier Jersey JE4 9WG
Legal advisers to the Company as to South African law	Allen & Overy (South Africa) LLP 6th Floor 90 Grayston 90 Grayston Drive Sandton 2196 South Africa

Legal advisers to the Sponsor Ashurst LLP and Joint Bookrunners Broadwalk House as to English law 5 Appold Street

Reporting Accountant BDO LLP

London EC2A 2HA

55 Baker Street London W1U 7EU

Queensway House

Registrar and transfer agent Computershare Investor Services (Jersey) Limited

Auditors KPMG LLP

Hilgrove Street St. Helier Jersey JE1 1ES

Receiving Agent Computershare Investor Services PLC Corporate Actions Projects Bristol BS99 6AH

15 Canada Square Canary Wharf London E14 5GL

DEFINITIONS

The meanings of the following terms shall apply throughout this document unless the context otherwise requires:

2017 AGM	the forthcoming annual general meeting which is expected to be held on 12 June 2017 at 9.30 a.m.
Administration Agreement	the agreement between the Administrator and the Company dated 19 September 2013 (as amended) a summary of which is set out in paragraph 8.3 of Part 10 of this document
Administrator or Company Secretary	JTC (Jersey) Limited in its capacity as the Company's administrator and secretary
Admission	admission of the New Shares to the Official List of the UKLA (premium listing) and admission of the New Shares to trading on the main market for listed securities of the London Stock Exchange
AIC	the Association of Investment Companies
AIC Code	the AIC Code of Corporate Governance, as amended from time to time
AIF	an Alternative Investment Fund as defined in the AIFMD
AIFM	Alternative Investment Fund Manager as defined in the AIFMD
Alternative Investment Fund Managers Directive or AIFMD	Directive 2011/61/EU of the European Parliament and of the Council
Application	the offer made by an Applicant in connection with the Offer for Subscription by completing an Application Form and posting (or delivering by hand during normal business hours only) it to Computershare Investor Services PLC
Application Form	the application form in connection with the Offer which is attached to this document
Articles or Articles of Association	the articles of association of the Company
Associates	has the meaning given in the Listing Rules
Auditor	the auditors from time to time of the Company, the current such auditors being KPMG LLP
Australia	the Commonwealth of Australia, its territories and possessions and all areas under its jurisdiction and political sub-divisions thereof
Bank Facilities	the Term Loan Facilities and the Revolving Credit Facilities
Banks	Santander, associates and affiliates of MIDIS and other lenders who are party to the Holdco Facility Agreements
BEIS	Department for Business, Energy and Industrial Strategy
BGE	Brighter Green Engineering Limited

BlackRock	BlackRock Inc. and its Associates (as defined in the Listing Rules), including any funds controlled by it or any of them
Board	the board of Directors or a duly constituted committee thereof
Bookrunners	Stifel, JPMC and RMB
BREXIT	the departure of the United Kingdom from the EU
BSC	the Balancing and Settlement Code, which contains the governance arrangements for electricity balancing and settlement in Great Britain
Business Day	a day on which the London Stock Exchange and banks in London and Jersey are normally open for business
Capacity Market	the scheme established by the Electricity Capacity Regulations 2014 and capacity market notes to incentivise investment in more substantial, low carbon electricity capacity at the least cost for energy consumers
CCC	the Committee on Climate Change
CfD	Contract for Difference
CfD FiT Support	Contract for Difference, Feed-in Tariff support
Circular	the circular published by the Company on 3 March 2017
Climate and Energy Package	the legislation proposed in 2008 by the European Commission to implement the 20-20-20 targets including Directive 2009/29/EC, Directive 2009/28/EC, Directive 2009/31/EC and Decision No. 406/2009/EC of the European Parliament and the European Council.

	The 20-20-20 targets include:
	• Reduction of EU greenhouse gas emissions by at least 20 per cent. below 1990 levels by 2020
	• 20 per cent. of EU energy consumption to come from renewable resources by 2020
	• 20 per cent. reduction in primary energy use compared with projected levels, by improving energy efficiency
Climate Change Act	the Climate Change Act 2008
Climate Change Levy	the tax imposed by the UK Government to encourage reduction in gas emissions and greater efficiency of energy used for business or non-domestic purposes
Common Terms Agreement	the common terms agreement between, among others, Holding Subsidiary 1 and the Banks dated 31March 2016

Companies Law	the Companies (Jersey) Law, 1991 (as amended)
Company	Foresight Solar Fund Limited
CPI	the UK consumer prices index as published by the Office of National Statistics or any comparable index which may replace it for all items
CREST	the computerised settlement system operated by Euroclear UK and Ireland Limited which facilitates the transfer of title to shares in uncertificated form
CSDP	a Central Securities Depository Participant, as defined in the Financial Markets Act of South Africa, appointed by a shareholder for purposes of, and in regard to, dematerialisation of shares evidenced by physical documents of title into the Strate system
Debtco Facility Agreements	RCF2 Agreement
DECC	the UK Department of Energy and Climate Change
Directors	the directors from time to time of the Company and Director is to be construed accordingly
Disclosure Guidance and Transparency Rules	the disclosure guidance and the transparency rules made by the UK Listing Authority under Part VI of the FSMA, as amended from time to time
EEA	European Economic Area
EMR	Electricity Market Reform
Energy Act	Energy Act 2016
EPC	engineering procurement and construction
EPC Contractor	the contractor appointed pursuant to the relevant EPC Contract
EPC Contracts	engineering procurement and construction contracts
ERISA	the US Employee Retirement Income Security Act of 1974, as amended from time to time
ETS	Emissions Trading Scheme
EU	the European Union
EU Referendum	the referendum held on Thursday 23 June 2016 to determine whether the United Kingdom should leave or remain in the EU
Excluded Territories	Australia, Japan and New Zealand and any other jurisdiction where the extension or availability of the Issues (and any other transaction contemplated thereby) would breach any applicable law or regulation
Facility Agreements	the Debtco Facility Agreements and the Holdco Facility Agreements
FATCA	the US Foreign Account Tax Compliance Act

FCA	the United Kingdom Financial Conduct Authority or any successor entity or entities
FiT	Feed-in Tariff
Foresight Group	Foresight Group CI Limited, Foresight Group LLP, Foresight Fund Managers and any other subsidiaries from time to time
Foresight Solar VCT	Foresight Solar VCT plc
Framework Agreement	the framework agreement for the provision of operation and maintenance services for various solar plants in the United Kingdom between Holding Subsidiary 1 and BGE dated 10 March 2016
FS Debtco	FS Debtco Limited (a wholly owned subsidiary of Holding Subsidiary 2)
FSMA	the UK Financial Services and Markets Act 2000, as amended from time to time
General Meeting	the general meeting of the Company to be held at 4.30 p.m. on 22 March 2017 (or any adjournment thereof) notice of which is set out in the Circular to Shareholders
GFSC	Guernsey Financial Services Commission
Gross Asset Value	the aggregate of: (i) the fair value of the Group's underlying investments (whether or not subsidiaries); (ii) the Group's consolidated cash balances and cash equivalents; and (iii) the Group's consolidated share of other relevant assets or liabilities
Gross Proceeds	the aggregate gross proceeds of the Issues
Group	the Company, the Subsidiary, Holding Subsidiary 1, Holding Subsidiary 2, FS Debtco and their direct and indirect subsidiaries from time to time or any one or more of them, as the context may require
Guernsey Law	the Companies (Guernsey) Law, 2008
gWh	gigawatt hour
GWp	gigawatt peak
HMRC	Her Majesty's Revenue and Customs
Holdco Facility Agreements	The following agreements between, among others, the banks who have agreed to provide these facilties and certain members of the Group:
	• Common Terms Agreement
	• RCF 1 Agreement
	• Tranche A Term Loan Agreement

• Tranche B Term Loan Agreement

summaries of which are set out in paragraph 8.4 of Part 10 of this document

Holding Subsidiary 1	FS Holdco Limited (a wholly owned subsidiary of the Subsidiary)
Holding Subsidiary 2	FS Holdco 2 Limited (a wholly owned subsidiary of the Subsidiary)
IFRS	International Financial Reporting Standards, as adopted by the EU
Independent Shareholders	Shareholders other than BlackRock and its Associates
Industrial Emissions Directive	Directive 2010/75/EU of the European Parliament and the Council on industrial admissions which aims to achieve a high level of protection of human health and the environment taken as a whole by reducing harmful admissions across the UK
Initial UK Admission	Admission of the New Shares issued under the Initial Placing and Offer
Initial Issues	the Initial Placing, Offer and Private Placement
Initial Placing	the initial placing of Ordinary Shares by Stifel and JPMC as described in this document
Initial Placing and Offer Price	the price at which New Shares will be issued under the Initial Placing and Offer which will be equal to a premium to the published NAV per Share, calculated as at 23 February 2017 on the basis of the Company's normal accounting policies (as adjusted) and as determined by the Board and announced through an RIS on or around 14 March 2017
Initial Placing and Offer Shares	the New Shares issued pursuant to the Initial Placing and Offer
Intercreditor Deed	the intercreditor deed dated 31 March 2016 between, among others, Holding Subsidiary 1, certain of its susidiaries and the relevant lenders
Investment Management Agreement	the agreement between the Investment Manager, the Company and the Subsidiary dated 19 September 2013 (as amended) pursuant to which the Investment Manager has agreed to manage and administer the assets of the Company and its Subsidiaries, a summary of which is set out in paragraph 8.2 of Part 10 of this document
Investment Manager	Foresight Group CI Limited
IPO Admission	the admission of Ordinary Shares to the premium segment of the Official List and to trading on the Main Market on 29 October 2013
IRR	internal rate of return
ISA	UK individual savings account
ISIN	the International Securities Identification Number
Issue Costs	the costs and expenses payable by the Company in respect of the Issues

Issue Resolution	the special resolution to be proposed at the General Meeting to waive the pre-emption rights in respect of the issue of up to 250 million New Shares in connection with Initial Issues and the Share Issuance Programme
Issues	the issue of up to 250 million New Shares pursuant to the Initial Placing, the Offer for Subscription, the Private Placement and/or the Share Issuance Programme
Japan	Japan, its cities, prefectures, territories and possessions
J.P. Morgan Cazenove or JPMC	J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove)
JSE	the exchange operated by the JSE Limited
JSE Admission	admission of the New Shares to be issued pursuant to the Private Placement to the Main Board of the JSE
JSE Listings Requirements	the listings requirements of the JSE, as amended from time to time
JSE Pre-listing Announcement	the announcement released on the Stock Exchange News Service operated by the JSE, in relation to the Secondary Listing, as required in terms of section 18 of the JSE Listing Requirements and setting out the terms and conditions, and other salient information in respect of the Private Placement
JSE Subsequent Private Placement	a private placement of New Shares under the Placing Programme to selected Persons in South Africa as described in Part 7 of this document
Key Managers	Jamie Richards, Ricardo Pineiro and Gary Fraser
kWh	kilowatt hours
LEC	levy exemption certificate
Large Combustion Plant Directive	Directive 2001/80/EC of the European Parliament and the Council of the Limitation of Emissions of certain pollutants into the air from large combustion plants
Levy Control Framework or LCF	a framework for renewable energy policy costs introduced in 2011 which sets a cap on the total amount of support
Listing Rules	the listing rules made by the UK Listing Authority under section 73A of FSMA
London Stock Exchange	London Stock Exchange plc
Main Board	the main board of the JSE
Main Market	the main market of the London Stock Exchange
Member States	those states which are members of the EU from time to time

MIDIS	Macquarie Infrastructure Debt Investment Solutions
Money Laundering Regulations	the UK Money Laundering Regulations 2007 (SI 2007/ 2157) and any other applicable anti-money laundering guidance, regulations or legislation
MWh	megawatt hours
MWp	megawatt peak
Net Asset Value	the Gross Asset Value less the Group's consolidated third party borrowings
New Shares	new Ordinary Shares issued by the Company pursuant to the Issues
NAV per Share or Net Asset Value per Share	the Net Asset Value divided by the number of Shares in issue on the relevant date
Offer or Offer for Subscription	the offer for subscription to the public in the UK of up to 250 million New Shares to be issued on the terms set out in Part 6 of this document and the Application Form
Official List	the official list maintained by the UK Listing Authority
Ofgem	the Office of Gas and Electricity Markets
O&M	operation and maintenance
O&M Contract	operation and maintenance contracts
O&M Contractor	the contractor appointed pursuant to the relevant O&M Contract
Ongoing Charges Ratio	the figure published annually by the Company which shares the drag on performance caused by operational expenses
Ordinary Shares or Shares	ordinary shares of no par value in the capital of the Company
Placee	a placee under the Placing
Placing Agents or Joint UK Bookrunners	Stifel and JPMC
Placing Agreement	the placing agreement between the Company, Stifel, JPMC, RMB, the Investment Manager and the Directors dated 3 March 2017, a summary of which is set out in paragraph 8.1 of Part 10 of this document
Placing Programme or Share Issuance Programme	the programme of placings of New Shares which may include an offer for subscription by the Company in the UK and a programme of private placements of New Shares to selected persons in South Africa as described in Part 7 of this document
Placing Programme Price	the price at which New Shares will be issued under the Placing Programme which will be determined as explained in Part 7 of this document
Portfolio	the Company's existing portfolio of 18 UK ground based solar power plants as at the date of this document and as described in Part 4 of this document

PPA	power purchase agreement
Private Placement	the private placement to selected persons in South Africa who fall within one of the specified categories listed in section 96(1) of the South African Companies Act, 71 of 2008 as amended, at the Private Placement Price
Private Placement Price	the price at which the New Shares will be issued under the Private Placement which will be equal to the ZAR equivalent of the Initial Placing and Offer Price which shall be determined on the basis of the ZAR/GBP spot rate at the closing of the Private Placement at 12.00 p.m. (SAST) on 29 March 2017 as quoted on Bloomberg
Proposals	the Initial Placing, Offer and Placing Programme, the proposed changes to the investment objective and policy, the proposed changes to the Articles, the Related Party Transaction, the Secondary Listing and the Private Placement
Prospectus Rules	the prospectus rules made by the FCA under section 73A of FSMA
PV	Photovoltaic
Q2	the second quarter of the calendar year beginning on 1 April and ending on 30 June
Q3	the third quarter of the calendar year beginning on 1 July and ending on 30 September
Quintas	Quintas Energy S.L.
RCF 1 Agreement	the revolving loan facility agreement between, among others, Holding Subsidiary 1 and Santander dated 31 March 2016 pursuant to which revolving loan facilities of £40 million are made available to Holding Subsidiary 1
RCF 1 Facility	the revolving loan facility made available pursuant to the RCF 1 Agreement
RCF 2 Agreement	the revolving loan facility agreement between, among others, FS Debtco and Santander dated 20 February 2017 pursuant to which revolving loan facilities of £55 million are made available to FS Debtco
RCF 2 Facility	the revolving loan facility made available pursuant to the RCF 2 Agreement
Receiving Agent	Computershare Investor Services PLC
Register	the register of members of the Company
Registrar	Computershare Investor Services (Jersey) Limited
Regulated Market	has the meaning given to it in the FCA Handbook
Regulation S	Regulation S under the U.S. Securities Act

Regulatory Information Service or RIS	a regulatory information service approved by the FCA and on the list of Regulatory Information Services maintained by the FCA
Related Party Transaction	the potential participation by BlackRock, as a related party under the Listing Rules, in the Initial Placing and/or Placing Programme
Renewable Energy Directive	Directive 2009/28/EC of the European Parliament and of the Council of 23 April 2009 on the promotion of the use of energy from renewable sources and amending and subsequently repealing Directives 2001/77/EC and 2003/30/EC
Renewables Obligation or RO	the financial mechanism by which the UK Government incentivises the deployment of large-scale renewable electricity generation by placing a mandatory requirement on licensed UK electricity suppliers to source a specified and annually increasing proportion of electricity they supply to customers from eligible renewable sources or pay a penalty
Renewables Obligation Order or ROO	the Renewables Obligations Order 2009 (SI 2009 No. 785) as amended
Revolving Credit Facilities	the revolving loan facilities provided pursuant to the RCF 1 Agreement and the RCF 2 Agreement
RMB or South African Bookrunner	FirstRand Bank Limited (acting through its Rand Merchant Bank division)

ROC	renewables obligation certificate
ROC Accreditation	means accreditation of a generating solar power plant which is capable of generating electricity from renewable sources by the Gas and Electricity Markets Authority
RPI	the UK retail prices index as published by the Office for National Statistics or any comparable index which may replace it for all items
RWE	RWE AG and/or any member of its group (including RWE npower Limited and RWE npower Renewables Limited), as the context requires
Sandridge	the 50 MW peak installed capacity ground based solar power plant situated at Sandridge solar farm in Wiltshire
Santander	Abbey National Treasury Services plc (trading as Santander Global Corporate Banking)
SAST	South African Standard Time
Scottish and Southern Energy	SSE plc
Secondary Listing	the listing of the New Shares on the Main Board of the JSE
SEDOL	the Stock Exchange Daily Official List

Shareholder	a registered holder of a Share
Shotwick	the 72 MW peak installed capacity ground based solar power plant situated at Shotwick solar farm in Flintshire
SIPP	self-invested personal pension
South African Renewable Energy Programme	South Africa's Renewable Energy Independent Power Producer Procurement Programme which was launched by the South African Government in August 2011
SPVs	the special purpose vehicles which hold the solar power plants
SSAS	small self-administered scheme
Sterling and £	the lawful currency of the United Kingdom and any replacement currency thereto
Stifel	Stifel Nicolaus Europe Limited
STRATE	an electronic settlement environment for transactions to be settled and transfer of ownership to be recorded electronically, operated by Strate Proprietary Limited, a company incorporated under the laws of South Africa with registration number 1998/022242/07, and a registered central securities depository in terms of the Financial Markets Act of South Africa and responsible for the electronic custody and settlement system used by the exchange operated by the JSE
Subsidiary	Foresight Solar (UK Holdco) Limited (a wholly owned subsidiary of the Company)
Subsidiaries	the Subsidiary, Holding Subsidiary 1, Holding Subsidiary 2, FS Debtco and all direct and indirect subsidiaries of the Company from time to time
Term Loan Facilities	the long term debt facilities provided to Holding Subsidiary 1 by the relevant lenders pursuant to the Term Loan Facility Agreements which in aggregate amount to £160 million
Term Loan Facility Agreements	the Tranche A Term Loan Agreement and the Tranche B Term Loan Agreement
Tranche A Term Loan Agreement	the term loan agreement between, among others, Holding Subsidiary 1 and Santander dated 31 March 2016, pursuant to which a term loan facility of up to £34 million is made available to Holding Subsidiary 1 by Santander
Tranche B Term Loan Agreement	the term loan agreement between, among others, FS Debtco and the relevant lenders party thereto dated 31 March 2016, pursuant to which term loan facilities of up to £126 million are made available to Holding Subsidiary 1 by the banks who have agreed to provide these facilities
Total	Total Gas & Power Limited

UK Corporate Governance Code or Code	the Financial Reporting Council's UK Corporate Governance Code issued in April 2016
UKLA or UK Listing Authority	the FCA acting in its capacity as the competent authority for the purposes of admissions to the Official List
UNPRI	the United Nations Principles for Responsible Investment
United States or U.S.	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction
U.S. Exchange Act	the United States Exchange Act of 1934, as amended
U.S. Investment Company Act	the U.S. Investment Company Act of 1940, as amended from time to time, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated pursuant to it
U.S. Person	has the meaning given to it under Regulation S
U.S. Securities Act	United States Securities Act of 1933 (as amended)
ZAR	South African Rand

PART 1 THE COMPANY

Introduction

Foresight Solar Fund Limited is a Jersey incorporated closed-ended investment company which was launched in October 2013 having raised proceeds of £150 million at IPO Admission. The Company has a single class of Ordinary Shares in issue which are listed on the premium segment of the Official List and traded on the London Stock Exchange's Main Market. It has also received approval for its Ordinary Shares to be listed on the Main Board of the JSE as a Secondary Listing. The Company invests in a portfolio of predominantly UK ground-based solar PV assets to achieve its objective of providing Shareholders with a sustainable and increasing dividend with the potential for capital growth over the long term.

Foresight Group CI Limited, a member of the Foresight Group, is the Investment Manager of the Company and advises the Company on asset acquisitions and on the development and management of the assets within its portfolio from time to time. Foresight Group has extensive fund management experience. It established its solar investment team in 2007 and launched its first solar fund, the Foresight European Solar Fund, in early 2008. Foresight Group currently has approximately £1.3 billion of solar assets under management totalling approximately 900 MW across 84 separate sites in Australia, the UK, Italy and the US.

The progress made by the Company since its launch

The Company last published a prospectus on 25 September 2014 in relation to an initial placing and offer for subscription and subsequent 12 month placing programme pursuant to which the Company raised gross proceeds of £134.9 million. Since the completion of that 2014 placing programme, the Company has raised additional gross proceeds of £60.8 million by way of a reissue of Ordinary Shares out of treasury in September 2015 and a tap issue in October 2016 of Ordinary Shares both of which were oversubscribed.

On 31 March 2016, the Group entered into the £160 million Term Loan Facilities. The Group has also entered into the Revolving Credit Facilities of up to £95 million which provides the Group with the flexibility to take advantage of acquisition opportunities as and when they arise.

The Company has used the net proceeds from its equity fundraisings and its Bank Facilities to acquire 18 ground based solar power plants. All of these assets are fully operational and have all received accreditation under the RO scheme. The Portfolio has a total operational capacity of approximately 470 MW. The Group's most recent acquisitions were Shotwick and Sandridge which were both acquired in February this year. Shotwick, a 72 MW peak installed capacity power plant which was completed on 2 February 2017 with ROC Accreditation of 1.3 ROCs/MWh, represents the Group's largest acquisition to date and was financed using £34 million from the RCF1 Facility and £40.9 million from the Group's existing cash resources. Sandridge, a 50 MW peak installed capacity power plant which was acquired on 23 February 2017 with ROC Accreditation of 1.3 ROCs/MWh, represents the Group's second largest acquisition to date and was financed using £2 million from the Group's existing cash resources and £55 million from the RCF 2 Facility. Furthermore, the Company has paid a total of nine dividends amounting to 15.18 pence per Ordinary Share.

Therefore, as at the date of this document the Company has drawn down, in aggregate, £253 million under its Bank Facilities (£158 million remains outstanding under its Term Loan Facilities and £95 million has been drawn down under its Revolving Credit Facilities) and although it has retained sufficient cash to meet its working capital requirements, it does not have any remaining cash resources available for investment.

Foresight Group is also currently in early stage discussions and has commenced due diligence in respect of a number of further attractive acquisition opportunities, with operational capacity amounting to approximately 250 MW, in line with the Company's investment policy.

The Proposals

The Company and the Investment Manager continue to see attractive investment opportunities in the UK solar market and wish to continue to be in a position to take advantage of these opportunities when they arise. The Company is therefore proposing to raise additional equity by means of an Initial Placing, Offer for Subscription, Private Placement and Placing Programme of up to 250 million New Shares in aggregate. The Company is targeting gross proceeds in excess of £50 million under the Initial Issues (although the Company has the ability to issue up to 250 million New Shares, in aggregate, at the discretion of the Company and the Bookrunners). The maximum number of New Shares available under the Placing Programme will be 250 million less the number of New Shares issued under the Initial Issues. Pursuant to the Issues, it is intended that New Shares will be available to UK and South African investors.

As part of the Proposals, the Company intends to: (i) undertake the Secondary Listing of its Ordinary Shares on the Main Board of the JSE; (ii) carry out the Private Placement (alongside the Initial Placing and Offer); and (iii) carry out a programme of placings of New Shares for selected persons in South Africa. The success of the South African Renewable Energy Programme has created a sophisticated understanding and appreciation of solar and other renewable energy assets in South Africa. In addition, South African investors have recently shown strong appetite for yield based assets. The Company has applied for an inward listing on the JSE which will result in the Company being considered a 'domestic asset' from an exchange control perspective. This will allow South African investors to invest in the Company on an unrestricted basis, and provides the Company with a much larger potential pool of capital.

The Board believes that the Secondary Listing should provide the following benefits:

improve the depth and spread of the shareholder base of the Company which should, as a result, improve the liquidity and tradability of the Ordinary Shares;
provide the Company with access to a wider pool of international capital; and
provide the Company with an additional platform to raise equity funding to pursue growth and investment opportunities in the future.

Following the Secondary Listing, the Ordinary Shares will be fully transferable between the UK and South African share registers.

It is currently intended that the net proceeds of the Initial Placing, Offer and Private Placement will be used, in the first instance, to repay the Revolving Credit Facilities either in full or in part. The Group may then draw down again under the Revolving Credit Facilities to invest in or commit to further ground based solar power plants in accordance with the Company's investment policy and/or it may use any remaining proceeds of the Initial Issues to make such investments or commitments.

Following the Initial Placing, Offer and Private Placement the Directors intend to raise additional capital under the Placing Programme in the period from 4 April 2017 to 2 March 2018 as and when it identifies suitable assets for acquisition.

There is no minimum amount that is required to be raised under the Issues. The Company is cash generative and would still be able to meet its working capital requirements if no or minimal proceeds were raised pursuant to the Issues. In this event, given that the Company grows in size and value by acquiring ground based solar power plants, further growth of the Company's portfolio may be limited in the short term. However, the Company could choose to use further debt to acquire more ground based solar power plants within the limits defined in the Company's investment policy.

The issue of New Shares pursuant to the Initial Placing, Offer for Subscription, Private Placement and Share Issuance Programme is subject to the approval of Shareholders at the General Meeting.

As part of the Proposals the Board is also seeking the authority to amend its investment policy in order to provide the Company with greater flexibility and wider opportunities when acquiring assets, particularly in the secondary market, by excluding revolving credit facilities from the calculation of the Board's current 40 per cent. gearing limit and by allowing the introduction of gearing at asset level. In the light of the maturity of the solar power market place for new solar power investment opportunities, the Company's investment objective is also proposed to be changed to reduce the focus on the potential for capital growth. The Company will pursue its focus on delivering a sustainable and inflation-linked quarterly dividend. The Company is also seeking to amend its Articles to permit electronic communications with Shareholders and to amend the quorum provisions for Board Meetings in order to provide the Board with further flexibility. The Board will continue to ensure that non-Jersey resident Directors cannot control the Board.

In addition BlackRock is a related party to the Company having been a substantial Shareholder in the Company within the past 12 months. BlackRock has made no commitment to subcribe for any New Shares under the Issues. However, BlackRock may wish to participate in the Initial Placing and/or Placing Programme and such participation would be a related party transaction under the Listing Rules. The Directors believe that it would be in the interests of all Shareholders to allow a substantial Shareholder, such as BlackRock to continue its support for the Company should it so wish. The Company is therefore seeking approval from Independent Shareholders (i.e. Shareholders other than BlackRock and its Associates) for BlackRock to be able to participate in the Initial Placing and/or Placing Programme.

Should BlackRock choose to participate in the Initial Placing or any Placing under the Placing Programme then its participation will be on the same terms as the other Placees. However, BlackRock is not permitted to subscribe for New Shares pursuant to the Issues if: (i) the aggregate gross proceeds in respect of its participation over the course of the Issues represents more than 24.99 per cent. of the market capitalisation of the Company as at 3 March 2017 or of the Net Asset Value of the Company as at 3 March 2017; and (ii) the aggregate number of New Shares it subscribes for under the Issues, in addition to its existing holding of Ordinary Shares, represent more than 24.99 per cent. of the total issued ordinary share capital of the Company as at 3 March 2017. BlackRock could subscribe for New Shares under Issues (on the same terms as the other Placees) without the approval of the Independent Shareholders, provided that the aggregate gross proceeds over a 12 month period represented 0.25 per cent. or less of the market capitalisation of the Company at the time of allocation to BlackRock.

The Board has convened the General Meeting at which Shareholders will have the opportunity to vote on the proposed changes to the Company's investment objective and policy (further details of which are set out in Part 2 of this document), the Issue Resolution in connection with the Initial Issues and the Share Issuance Programme, the proposed changes to the Articles and Independent Shareholders will also have the opportunity to vote on the Related Party Transaction. The Circular, which was sent to Shareholders on 3 March 2017 sets out the details of the General Meeting, which has been convened for 4.30 p.m. on 22 March 2017, and the reasons why the Directors are recommending that Shareholders vote in favour of the Proposals.

The Board believes that the Proposals should provide the following benefits:

provide the Company with additional capital which would enable it to take advantage of current investment opportunities in the market and make further investments in accordance with the Company's investment policy;
maintain the Company's ability to issue shares and enable the Company to better manage any premium to Net Asset Value at which the Shares trade;
enhance the Net Asset Value per Share of existing Shares through issuance at a premium to the prevailing Net Asset Value per Share;
diversify further the Shareholder register, potentially enhancing the liquidity in the market for the Company's Shares; and
allow for the Company's operating costs to be spread across a larger capital base, which should help improve returns to investors through a reduction in the Ongoing Charges Ratio.

Investment opportunity

The Directors believe that the UK solar market remains attractive, particularly given the recent recovery in wholesale power prices. There is uncertainty regarding the UK Government's future support for providing subsidies to new solar power projects on the basis of the Renewable Obligations Scheme being withdrawn with effect from 31 March 2017. However, the Directors believe that solar energy infrastructure assets continue to provide an attractive, risk-adjusted return for the following reasons.

1. Expected steady growth in demand

In its 2015 projections, the DECC forecasted that the UK's electricity demand would increase by between 14 per cent. and 25 per cent. by 2035. Despite increasing energy demand, the UK's electricity supply is decreasing. Existing nuclear and coal-fired power stations are reaching the end of their technical lives and European environmental legislation has resulted in the closure of approximately 12 Mtoe of coal capacity since 2012.

Furthermore, in 2008 the UK passed the Climate Change Act requiring an 80 per cent. reduction in greenhouse gas emissions by 2050 (and at least a 26 per cent. reduction by 2020) against the level of greenhouse gas emissions recorded in 1990. In October 2016 the UK's Committee on Climate Change (the "CCC") noted that the vote, passed by the UK electorate on 23 June 2016 to leave the European Union, did not change the UK's legal commitments to reduce its greenhouse gas emissions under the Climate Change Act. The Board believes that this increasing demand, decreasing supply and required reduction in greenhouse gasses highlights the importance of the move towards renewable and low carbon technologies in electricity generation.

2. Regulated revenues linked to RPI

The UK Government has provided regulatory support for renewable energy and included solar as a "key technology" to meet its 2020 carbon targets. The UK's Renewable Obligation Certificate regime provides a stable 20 year subsidised revenue stream for accredited solar assets which is linked to RPI inflationary increases applied by Ofgem in April of each year. It is estimated that, for the year ending 31 December 2016, approximately 60 per cent. of the Company's revenues were derived from regulated revenues (ROCs and embedded benefits, both of which are linked to RPI) and 40 per cent. were derived from selling electricity on the wholesale market.

3. High degree of contracted revenues

Approximately 59 per cent. of the revenues derived from the Company's portfolio are fixed and index-linked and received in the form of regulated revenues. The remaining 41 per cent. are received through the sale of electricity through PPAs, entered into on a bi-lateral basis between the individual solar power plant SPVs and creditworthy offtakers in the UK. Exposure to merchant power prices can be mitigated further through fixed price PPAs.

4. Active secondary market providing further pipeline

The growth and scale of UK installed solar capacity over the past five years has created an active market in large-scale secondary assets. The Board believes that a large proportion of UK solar assets are currently held by short-term investors, including construction companies, solar developers or panel manufacturers, that are not intending to hold the assets for the entirety of the anticipated asset life.

Notwithstanding the announcement by the UK Government to withdraw the RO scheme to all new renewable energy projects with effect from 31 March 2017, the UK solar sector is expected to remain attractive given its size and the opportunities to acquire operating assets as an active secondary market emerges in the UK.

5. Low volatility of solar irradiation

Irradiation is the key determinant of solar power production and it is dependent on the hours of daylight available as opposed to direct sunlight. This means that there is less variability in the generation of the electricity by solar power plants as they are still able to generate electricity even on days without clear skies. It has been demonstrated that levels of solar irradiation exhibit lower variability than wind. The standard deviation of annual irradiation across the existing utility scale solar power plants operated by the Foresight Group in the UK is relatively low at only approximately 4 per cent., over the past 21 years.

In addition, the levels of solar irradiance in the southern parts of the UK compare favourably with other established European solar markets such as Germany, making the UK a similarly viable location for solar investment. Regions in the south west of England experience irradiance up to approximately 1,200kWh per M2 per annum. The majority of solar power plants in the UK tend to be located in the southern parts of England and Wales to maximise levels of production.

6. Mature technology

Solar PV systems rely on well proven technology that has a demonstrated lifespan in excess of its guaranteed life of 25 years along with low technical degradation over time. The initial application of PV technology took place in the 1960's with one of the first UK grid connected systems in the UK being installed for 22 years, presenting a performance above the expected technical degradation.

7. Managed by Foresight Group CI Limited

The Company has appointed Foresight Group CI Limited, a member of the Foresight Group, as its investment manager. Foresight Group CI Limited has an experienced management team in the solar and renewable infrastructure sectors.

Foresight Group, founded in 1984, is a privately-owned infrastructure and private equity investment manager. Foresight Group manages assets of approximately £2.3 billion, raised from pension funds and other institutional investors, UK and international private and high net-worth individuals and family offices across private equity, environmental waste to energy, and infrastructure sectors. The Foresight Group's head office is located in The Shard, London, with further offices in Guernsey, Nottingham, Manchester, Rome, San Francisco and Sydney.

The Foresight Group's dedicated solar team of 35 professionals comprises individuals with operational, financing, legal, tax and structuring expertise in the renewable energy and PFI sectors and has been active since 2007. Foresight Group has particular expertise in the solar PV sector having invested approximately £1.3 billion in over 84 operating solar power plants totalling approximately 900 MW of existing operational capacity across Australia, Italy, USA and the UK.

The Investment Manager has demonstrated its ability to raise and deploy equity and debt proceeds having raised and invested approximately £562 million of net equity and debt proceeds on behalf of the Company to date.

Investment Manager's track record in relation to the Company, of raising equity proceeds, arranging debt financing and investing such funds in ground based solar power assets

Costs of issuance, existing cash balances and debt arranging costs have been included in this chart

Source: Foresight Group CI Limited

The Investment Manager has also developed its own centralised monitoring system so that all of the ground based solar power plants can be remotely monitored by the Investment Manager in real time. This sophisticated asset management database forms the basis of all performance analysis and reporting as well as enabling the enforcement of contractual compliance. This is a powerful tool for being able to continually assess the performance of the solar power sites, ensuring that all information is consistent, accurate and relevant. It also allows the Investment Manager's engineers to identify and notify on-site contractors of incidents rapidly and work with them in order to minimise the impact on portfolio production.

PART 2 THE COMPANY'S INVESTMENT OBJECTIVE, POLICY AND STRATEGY

Investment objective and policy

As part of the Proposals, in the light of the maturity of the market place for new solar power investment opportunities, the Board is seeking to amend the Company's investment objective in order to reduce the focus of the potential for capital growth. The Company will pursue its focus on delivering sustainable and inflation-linked quarterly dividends.

As part of the Proposals the Board is also seeking authority from Shareholders to change the Company's investment policy in order to, inter alia, allow for a more flexible debt structuring policy and access to a wider pipeline of attractive opportunities. Since its launch in 2013, the Company has, in accordance with its current investment policy, only been able to invest in ground based solar PV plants in the primary market and, as a reflection of this, at present the Company's investment policy does not allow gearing at asset level. However, given the growth of UK installed solar capacity over the past five years, the investment opportunities within the secondary market are increasing and are expected to increase further. As these ground based solar power plants have already been owned, most likely by construction companies, solar developers or panel manufacturers, it is commonplace for the operators in the secondary market to have incurred debt at the asset level. The Board has therefore convened the General Meeting at which Shareholders will be asked to approve, inter alia, the proposed change that the restriction contained within the Company's investment policy in relation to asset level gearing be removed and that asset level gearing be permitted in the future.

The investment policy and the Articles contain a hard gearing limit of 50 per cent. of the Group's Gross Asset Value. The Board is not proposing to amend this hard limit or the method used to calculate this hard limit. Any Group gearing (including any asset level gearing and any revolving credit facilities) will be included in the calculation of this hard gearing limit. Intra-group borrowings (i.e borrowings between members of the Group) will continue to be excluded.

The investment policy also contains the Board's current intention that gearing, calculated as borrowings as a percentage of the Gross Asset Value, will not exceed 40 per cent. at the time of drawdown. In calculating compliance with this limit, the Company currently takes into account all long-term gearing and revolving credit facilities. In order to provide further flexibility to the Group's debt structuring policy it is proposed that revolving credit facilities be excluded from the calculation of this limit going forward. Any long-term gearing at asset level (but not any revolving credit facilities that are put in place at asset level) will, if these amendments are approved by Shareholders, also be included within the calculation of the Board's current 40 per cent. gearing limit. Intra-group borrowings (i.e borrowings between members of the Group) will continue to be excluded.

The Company is also proposing to amend the investment policy in order to reflect that a significant proportion of the expected income stream is derived from regulatory support (which will consist of, for example and without limitation, ROCs and FiTs for UK assets) as opposed to being derived from green benefits (which consist of, for example, ROCs, FiTs and LECs). This proposed change will allow the Group's income stream to be derived from a wider range of supports, benefits and subsidies. It also reflects the change in UK Government policy to withdraw the Levy Exempt Certificates which took place in 2015.

The full text of the Company's current investment objective and policy and the proposed investment objective and policy are set out below.

Any future material changes to the investment objective and policy will require the prior approval of Shareholders.

The Company's investment objective is to provide investors with a sustainable and increasing dividend together with the potential for capital growth over the long term from investing in a diversified portfolio of predominantly UK ground-based solar PV assets.

The Company will pursue its investment objective by acquiring a portfolio of ground based, operational solar power plants predominantly in the UK. Investments outside the UK and assets which are still, when acquired, under construction will be limited to 25 per cent. of the Gross Asset Value of the Company, calculated at the time of investment.

The Company will seek to acquire majority or minority stakes in individual ground-based solar assets. When investing in a stake of less than 100 per cent. in a solar power plant SPV, the Company will secure its shareholder rights through shareholders' agreements and other legal transaction documents.

Power purchase agreements ("PPAs") will be entered into between each of the individual solar power plant SPVs in its portfolio and creditworthy offtakers in the UK. Under the PPAs, the SPVs will sell solar generated electricity and green benefits to the designated offtaker. The Company may retain exposure to UK power prices through PPAs that avoid mechanisms such as fixed prices or price floors.

Investments may be in equity or debt or intermediate instruments but not in any instruments traded on any investment exchange.

The Company is permitted to invest cash held for working capital purposes and awaiting investment in cash deposits, gilts and money market funds.

In order to spread risk and diversify its portfolio, at the time of investment no single asset shall exceed in value (or, if it is an additional stake in an existing investment, the combined value of both the existing stake and the additional stake acquired) 30 per cent. of the Company's Gross Asset Value post acquisition. The Gross Asset Value of the Company will be calculated based on

Current investment objective Proposed investment objective

The Company's objective is to provide investors with a sustainable and inflation-linked quarterly dividend and to aim to preserve and where possible enhance capital value through the reinvestment of excess cash flows, not required for the payment of dividends, in a diversified portfolio of predominantly UK ground-based solar PV assets.

Current investment policy Proposed investment policy

Investments may be in equity or debt or intermediate instruments but not in any instruments traded on any investment exchange.

The Company is permitted to invest cash held for working capital purposes and awaiting investment in cash deposits, gilts and money market funds.

Current investment policy Proposed investment policy

the last published gross investment valuation of the Company's portfolio, including cash, plus acquisitions made since the date of such valuation at their cost of acquisition. The Company's portfolio will provide diversified exposure through the inclusion of not less than five individual solar power plants and the Company will also seek to diversify risk by ensuring that a significant proportion of its expected income stream is derived from green benefits (which will consist of, for example, ROCs, FiTs and LECs). Diversification will also be achieved by the Company using a number of different third party providers such as developers, EPC contractors, O&M contractors, panel manufacturers, landlords and distribution network operators.

The Articles provide that gearing, calculated as (Ann VX) 1.2 borrowings as a percentage of the Company's Gross Asset Value will not exceed 50 per cent. at the time of drawdown. It is the Board's current intention that gearing, calculated as borrowings as a percentage of the Gross Asset Value will not exceed 40 per cent. at the time of drawdown.

There will be no asset level borrowings in the future.

the last published gross investment valuation of the Company's portfolio, including cash, plus acquisitions made since the date of such valuation at their cost of acquisition. The Company's portfolio will provide diversified exposure through the inclusion of not less than five individual solar power plants and the Company will also seek to diversify risk by ensuring that a significant proportion of its expected income stream is derived from regulatory support (which will consist of, for example, without limitation ROCs and FiTs for UK assets). Diversification will also be achieved by the Company using a number of different third party providers such as developers, EPC contractors, O&M contractors, panel manufacturers, landlords and distribution network operators.

The Articles provide that gearing, calculated as Group borrowings (including asset level gearing) as a percentage of the Company's Gross Asset Value will not exceed 50 per cent. at the time of drawdown.

It is the Board's current intention that long-term gearing (including long-term, asset level gearing), calculated as Group borrowings (excluding intra-group borrowings (i.e. borrowings between members of the Group) and revolving credit facilities) as a percentage of the Company's Gross Asset Value will not exceed 40 per cent. at the time of drawdown.

Target returns(4)

Whilst not forming part of its investment policy, given the nature of the Company's income streams, the Board intends to increase the annual dividend in line with inflation. The Company intends to target returns to investors equivalent to an ungeared IRR of 7 to 8 per cent. after having accounted for fees and expenses. The Company will seek to achieve these returns through active management of its solar power plants in accordance with the Company's investment policy and it will look to grow its investment portfolio through additional asset acquisitions throughout its life.

Dividends

Dividend policy

Subject to market conditions and the Company's performance, financial position and financial outlook, it is the Directors' intention to continue to pay a sustainable and inflation-linked quarterly dividend to Shareholders.

⁽⁴⁾ These are targets only and not profit forecasts. There can be no assurance that these targets can or will be met and it should not be seen as an indication of the Company's expected or actual results or returns. Accordingly investors should not place any reliance on these targets in deciding whether to invest in Ordinary Shares or assume that the Company will make any distributions at all.

Payment of dividends

Dividends on the Ordinary Shares are expected to be paid quarterly in respect of each financial year typically in August, November, February and May. All dividends are paid as interim dividends.

The Company has declared a fourth interim dividend of 1.55 pence per Ordinary Share for the quarter ending 31 December 2016 which will be paid on 5 May 2017. The record date for this fourth interim dividend is 7 April 2017 and, as such, existing Shareholders and the holders of New Shares issued pursuant to the Initial Issues, will be entitled to this fourth interim dividend provided their name is on the Register on the Record Date.

The Company has also paid three interim dividends each of 1.54 pence per Share in respect of the financial year to 31 December 2016. These four interim dividends represent an aggregate annual dividend of 6.17 pence per Ordinary Share and a dividend yield of 5.69 per cent. based on the 1 March 2017 closing price of 108.26 pence per Share.

The aggregate dividend paid in respect of the financial year to 31 December 2016 was 6.10 pence per Share. The Company is aiming to achieve a target dividend of 6.32 pence per Share in respect of the financial year to 31 December 2017. 5

There are no assurances that such future dividends will be paid or that the Company will pay any dividends.

Gearing policy

The Articles provide that gearing, calculated as borrowings as a percentage of the Company's Gross Asset Value will not exceed 50 per cent. at the time of drawdown. The Board is not proposing to amend this hard limit or the method used to calculate this hard limit. Any Group gearing (including any asset level gearing and any revolving credit facilities) will continue to be included in the calculation of this hard gearing limit. Intra-group borrowings (i.e. borrowings between members of the Group) will continue to be excluded.

It is the Board's current intention that gearing, calculated as borrowings as a percentage of the Gross Asset Value, will not exceed 40 per cent. at the time of drawdown. Subject to the Shareholders approving the proposed changes to the investment policy at the General Meeting, the Board intends to amend the investment policy in order that long-term gearing, calculated as borrowings as a percentage of the Company's Gross Asset Value will not exceed 40 per cent. at the time of drawdown. The Board is therefore proposing to exclude any revolving credit facilities from the calculation of this 40 per cent. gearing limit going forward. Intra-group borrowings (i.e. borrowings between members of the Group) will continue to be excluded as well.

The Company's current investment policy also provides that there will be no asset level borrowings. The Board is also proposing to amend the investment policy in order to remove this restriction and consequently allow asset level borrowing. In the event Shareholders approve these changes to the investment policy, it is likely that the Group's gearing will increase when the Group acquires solar power assets in the secondary market as gearing will also, at that point, be introduced to the Group at the level of the SPVs which hold the direct interests in the solar power plants. Asset level gearing and all revolving credit facilities will be included within the calculation of the hard 50 per cent. gearing limit contained within the Company's Articles and the investment policy. Long term asset level gearing (but not any asset level revolving credit facilities) will also be included within the calculation of the Board's current 40 per cent. gearing limit.

On 31 March 2016, Holding Subsidiary 1 and its subsidiaries entered into the Term Loan Facility Agreements in relation to the £160 million Term Loan Facilities. Holding Subsidiary 1 has also put in place the short-term RCF 1 Facility of up to £40 million. On 20 February 2017, FS Debtco entered into the RCF 2 Agreement of up to £55 million. The Revolving Credit Facilities provide the Group with the flexibility to take advantage of future pipeline opportunities.

⁽⁵⁾ This is a target only and not profit forecast. There can be no assurance that this target can or will be met and it should not be seen as an indication of the Company's expected or actual results or returns. Accordingly investors should not place any reliance on this target in deciding whether to invest in Ordinary Shares or assume that the Company will make any distributions at all.

Approximately £158 million remains outstanding under the Term Loan Facilities and approximately £95 million has been drawn down under the Revolving Credit Facilities. As at 23 February 2017 the Group's total gearing level (including the Term Loan Facilities (i.e. long term debt) and the Revolving Credit Facilities) was 41.3 per cent. As at 23 February 2017 the Group's gearing level, including the Term Loan Facilities (i.e. the long term debt) but excluding the Revolving Credit Facilities was 25.8 per cent.

It is currently expected that the net proceeds of the Initial Placing, Offer and Private Placement will be used to repay the Revolving Credit Facilities either in full or in part in the first instance. The Group may then draw down again under the Revolving Credit Facilities or it may use any remaining net proceeds to invest in or commit to further ground based solar power plants in accordance with the Company's investment policy.

Investment process and strategy

Sourcing

The deal sourcing for additional investments is primarily through the Investment Manager's extensive contacts and relationships with vendors in the sector. Vendors are typically the contractors and developers that build solar power plants who wish to sell or reduce their holdings, possibly to enable them to recycle capital into new development and construction activities. Assets are also put out to tender from time to time by such parties and the Investment Manager will consider whether the Company should bid for these. In general, in acquiring additional investments, the emphasis is on how those investments will enhance the creation of distributable cash flow within the Company's portfolio.

Due diligence procedures

Members of the investment management team of the Investment Manager, led by Jamie Richards, evaluate the risks which they believe are material to making an investment decision and assess how those risks are to be mitigated. Where appropriate, they will complement their analysis through the use of other professional expertise including technical consultants, accountants, taxation and legal advisers and insurance experts. These advisers may carry out due diligence which is intended to provide a second and independent review of key aspects of a project, providing confidence as to the project's deliverability and likely revenue production.

Investment approval

The Investment Manager has an investment committee which reviews prospective new investments at various stages and ultimately recommends a prospective acquisition to the Board for approval. They consider, inter alia, the suitability of any prospective acquisition in relation to the existing portfolio and its match with the Company's investment policy. Foresight Group's Executive Committee which comprises Jamie Richards, Bernard Fairman, Gary Fraser and David Hughes also provides strategic investment advice to the Board in relation to any prospective new investments.

Diversification strategy

The Company and the Investment Manager seek to maintain diversification within the Company's portfolio through the Company investing in a number of solar power plants with varying characteristics which mitigates exposure to a number of different technical (as well as geographical) risks. The grid connections for the solar power plants in the Company's portfolio are managed by a number of different distribution network operators. The Company also uses a number of different third party providers in respect of each solar power plant such as developers, EPC Contractors, panel manufacturers, landlords and offtakers. Further details of the Company's Portfolio and the diversification within the Portfolio are set out in Part 4 of this document.

Investment monitoring

The day-to-day operations of the solar power plants in the Company's portfolio are typically managed, under service contracts, by either the contractors who built the plants, or other experienced third party operations and maintenance contractors. Under those contracts, the SPVs that own the solar power plants normally receive monthly or quarterly management and annual audited accounts relating to the relevant assets as well as management progress reports addressing critical factors such as actual performance against performance requirements, which are passed on to the Investment Manager.

In addition, the Investment Manager has developed its own centralised monitoring system so that all of the ground based solar power plants can be remotely monitored by the Investment Manager in real time.

In conjunction with the service providers, or any co-investment partner, the Investment Manager develops management plans for each asset and is responsible for monitoring and reporting upon the implementation of the plans to the Board. In particular the Investment Manager monitors aspects such as: power prices; operational plant performance; portfolio and asset optimisation opportunities; corporate actions and valuation.

Investment review

The investment review focuses on the revenue, costs and profitability of the underlying assets and considers their appropriateness in conjunction with the risk profile of each individual solar power plant. The Investment Manager analyses the revenue characteristics of an investment and identifies the opportunities for enhancing its full utilisation, value and efficiency. It also analyses the business model to determine whether the stated revenues and costs are appropriate, can be better managed or further optimised. The Investment Manager also carries out periodic reviews of costs in order to take advantage, to the extent possible, of economies of scale and implements cost saving measures through negotiation of operation and maintenance contracts, implementation of portfolio procurement initiatives, tax planning and capital structuring. The review also focuses on the profitability of the assets and how their performance directly impacts the investment yield of the asset and the Company's portfolio as a whole.

The investment management team ensures that the Company is represented on the boards of the SPVs holding interests in the solar power assets in order to maintain influence over the management of the assets.

Any key issues arising out of any of the asset management processes will be communicated to the Board.

Co-investment strategy

As permitted by the Company's investment policy, the Company may hold minority shares or majority shares, which are less than 100 per cent. of the share capital of a SPV. In such circumstances it is expected that shareholder agreements will be put in place to manage the relationship between the co-invest parties in order to regulate the affairs of these SPVs which are in typical terms for an investment of this nature.

The other shareholders in these SPVs are likely to be other funds or institutional investors and may include other funds managed by Foresight Group. Where the Company holds a majority stake in an SPV and the remaining minority interests are held entirely by other funds managed by Foresight Group, the Company will retain full control of the relevant SPV under any shareholder agreement (including control of the board of directors of the SPV and the right to draw funds on any sale) and the rights of the other funds are expected to be limited to their ability to sell their interests in the SPV at the same time and on the same terms as the Company and to participate in any fundraising for the SPV on a pre-emptive basis.

PART 3 RENEWABLE ENERGY AND THE SOLAR ENERGY MARKET IN THE UK

Overview of the UK energy market

Historically, UK electricity generation has mainly comprised coal, natural gas and nuclear generation technologies. However, in recent years, the global electricity industry has been subject to strict regulation focusing on limiting the use of fossil fuels in order to reduce greenhouse gas emissions. Over the past few years, the source of the UK's energy supply has therefore been going through a transitionary period.

Between Q3 2015 and Q3 2016 the market share of generation from coal decreased from 16.7 per cent. to a record low of 3.6 per cent. On 10 May 2016, for four hours, there was no electricity circulating on the national grid that was generated from coal. This was the first time since 1882, when the world's first centralised public coal-fired generator opened at Holborn Viaduct, that Britain generated no electricity from coal. In the same year period (i.e. between Q3 2015 and Q3 2016), the share of electricity generation from renewables (hydro, wind and other renewables) increased from 23.6 per cent. to 25.0 per cent. This was in part due to high growth in solar PV generation which increased by 30 per cent. from 2.7 TWh to 3.5 TWh due to increased capacity. 6

In recent years, European Union policy has provided support for this change. However, on 23 June 2016, the UK voted for the UK to leave the EU. Whilst this unexpected result has triggered a period of increased economic and political uncertainty, the UK has made its own commitments to tackling climate change, for example, with the implementation of the Climate Change Act, the Renewable Obligation and the Levy Control Framework, the withdrawal of the UK from the European Union may have a limited impact on the UK's immediate climate change policy and regulation of the solar sector.

The UK energy market continues to face the dual challenge of replacing life-expiring coal and nuclear generation capacity. In addition, international policy requirements significantly cut carbon emissions and increase the proportion of our energy supply generated from renewable sources have been incorporated into UK law by the implementation of the Climate Change Act and must be complied with, while also managing the long term trends in electricity demand.

In July 2016, it was announced that the DECC would be dissolved and its functions would be transferred to the new Department of Business, Energy and Industrial Strategy ("BEIS") a combination of the DECC and the Department of Business, Innovation and Skills. While the impact this will have on the renewable energy sector is, at this point, also unclear, there are several positives that may result from the decision such as the ability for more co-ordinated policy decisions. The Company will continue to monitor any future impact that Brexit and the newly created BEIS may have on the solar sector in general and in particular the Company's Portfolio and prospects.

Security of supply

The DECC forecasted, prior to its dissolution, that electricity demand would continue to increase over the next two decades. In its 2015 energy projections, the DECC forecasted that the UK's electricity demand would increase by between 14 per cent. and 25 per cent. by 2035.

Despite increasing demand, the UK's electricity generation capacity decreased over 4 per cent. between 2012 and 20157. Also in 2015, the DECC estimated that approximately 8.5 per cent. of the UK's electricity generation capacity may have to be shut down by 20208. The DECC also predicted that almost all existing nuclear and coal-fired power stations, which together generate almost half of the UK's power, will be retired by 20359. As well as power stations reaching the end of their technical life, closures can also be attributed to European environmental legislation, notably the Large

⁽⁶⁾ BEIS statistical press release UK energy statistics Q3 2016, 23 February 2017

⁽⁷⁾ https://www.ofgem.gov.uk/data-portal/all-charts?page=1

⁽⁸⁾ "2015 Energy and Emissions Projections, Annex I: major power producers' total electricity generating capacity" DECC 18 November 2015

⁽⁹⁾ "Nuclear Power in the UK" The Department of Energy and Climate Change, National Audit Office, 13 July 2016

Combustion Plant Directive and the Industrial Emissions Directive, which have resulted in the closure of approximately 12 GW of coal capacity since 2012. The UK reserve margins (ie the measured gaps between the UK's energy needs and its power supply) are expected to tighten to approximately 6.6 per cent. in 2016/17, far tighter than the 14 per cent. level in 2012.

It is estimated that in order to meet the UK Government's decarbonisation objectives and ensure the security of supply, around 95 GW of new generating capacity will need to be built over the next two decades. Furthermore, it is estimated that approximately 140 GW of electricity generation capacity will be necessary to meet demand in 2035, amounting to a 32 per cent. increase from the 106 GW level in 2015.

While aiming to improve reserve margins by incentivising investment in new generation, the UK Government's energy policy is also driven by the EU's policies to reduce greenhouse gas emissions. It is currently anticipated that the UK Government will trigger Article 50 of the Treaty of Lisbon and thereby formally notify the EU of the UK's intention to withdraw from the EU by the end of March 2017. As a result, it is anticipated that the UK should officially leave the EU by no later than April 2019. However, for as long as the UK is a member of the EU, and possibly beyond, it will have to continue to adhere to the following targets:

1. EU Climate and Energy Package

In 2009, the EU adopted the Climate and Energy Package as part of the on-going reform of the European Energy Market, focusing on emissions cuts, renewables and energy efficiency. The package is often referred to as the "20-20-20" package as it has set the following targets for EU member states:

to reduce the EU greenhouse gas emissions by 20 per cent. from the 1990 levels by 2020;
to raise the share of EU energy consumption produced from renewable resources to 20 per cent. by 2020; and
to improve the EU's energy efficiency by 20 per cent. by 2020.

2. The Renewable Energy Directive

As part of the EU Climate and Energy Package, the EU introduced a directive requiring Member States to derive a pre-agreed proportion of energy generation from renewable sources such that the EU as a whole will obtain at least 20 per cent. of its total energy consumption from renewables by 2020. The target for the UK was set at 15 per cent. against an actual level of 8.3 per cent. in 2015.

3. EU renewable energy targets

In June 2015, the European Commission published its most recent progress report under the Renewable Energy Directive, which reported that the vast majority of Member States were advancing well towards their 2020 targets. In 2014 the EU's estimated combined share of renewable energy was 15.3 per cent. which was above the target trajectory for the EU as a whole. However, it was noted that additional efforts by Member States are required to remove key barriers to renewable energy growth in order to meet the 2020 targets. The transport sector in particular has seen a slow adoption of renewable technologies, with a projection of only 5.7 per cent. renewable energy in the transport sector in 2014; the EU target for 2020 is to achieve 10 per cent. ¹⁰ renewable energy in the transport sector.

The UK electorate voted on 23 June 2016 to leave the EU. However, in the light of the UK Government's fifth cabinet budget passed in July 2016, the Company believes that the withdrawal of the UK from the EU may have a limited impact on the UK's immediate climate change policy. Furthermore, in October 2016 the UK's Committee on Climate Change (the "CCC") noted that the vote to leave the EU does not change the UK's legal commitments to reduce its emissions by 57 per cent. by 2030 and at least 80 per cent. by 2050 (relative to the levels of greenhouse gas emissions recorded in 1990) under the Climate Change Act.

⁽¹⁰⁾ "Report From The Commission To The European Parliament, The Council, The European Economic And Social Committee And The Committee Of The Regions" 15th June 2015, European Commission, Brussels

Renewable energy in the UK

UK Climate Change Act

In 2008, the UK passed the Climate Change Act requiring an 80 per cent. reduction in greenhouse gas emissions by 2050, a 57 per cent. reduction by 2030 (and, at least, a 26 per cent. reduction by 2020) all against the greenhouse gas emissions recorded in 1990. The Climate Change Act also established a carbon budgeting system, which caps carbon emissions over five years, three periods at a time, to set out a trajectory to 2050.

The required reduction of greenhouse gas emissions which are prescribed by the Climate Change Act highlights the importance of shifting the mix of energy generation towards renewable, low-carbon technologies over the coming decades.

Carbon budgets

The UK's first carbon budget (2008-2012) was met through a combination of the impact of the recession from Q2 2008 to Q2 2009 and low carbon policies. The net carbon account was 2,982 MtCO2e compared to the legislated budget of 3,018 MtCO2e. The CCC has reported that it believes that the UK is well on track to meet the second and third carbon budgets.

However, the UK is not on track to meet its fourth carbon budget, which covers the period 2023- 2027. In order to meet this target, existing progress will need to be supplemented by more challenging measures to fill the current policy gap11 .

The fifth carbon budget was passed in July 2016. If adhered to, it will limit annual emissions to an average of 57 per cent. below the 1990 baseline. This would require a huge reduction in carbon emissions by 2028, considering UK emissions were only 35 per cent. below 1990 levels in 201412. The Board believes that coming after the EU Referendum, this budget, together with the CCC's statement in October 2016 that the vote to withdraw from the EU does not change the UK's legal commitments to reduce its greenhouse gas emissions has helped allay concerns that the UK's carbon reduction policies could be materially adversely impacted by the decision to withdraw from the EU.

UK wholesale power price

The UK electricity market mainly comprises a series of bilateral arrangements between generators and suppliers rather than a single pooled market. Wholesale power prices for the Company are therefore derived from the PPAs entered into directly with utilities and therefore are likely to be less volatile than spot prices (i.e. the price in the market at which electricity can be bought and sold for immediate delivery). Generally, the UK wholesale power prices are driven by many factors including the following three major factors which can result in significant short term volatility:

1. Supply and demand in the market

Electricity prices fluctuate depending on seasonality, time of day and in line with electricity demand. This is further compounded by the fact that electricity cannot currently be economically stored in any significant quantity. Therefore at peak times electricity demand increases, moving the price setting technology up the merit order which increases the marginal cost of electricity generation, thereby increasing the wholesale price.

These fluctuations in electricity prices are expected to be exacerbated as supply is expected to continue to decrease in the medium to long term due to the decommissioning of certain coal and nuclear power stations under the Large Combustion Plant Directive and Industrial Emissions Directive. 12 GW of capacity has already been retired under these Directives since 2012 and it is likely that a further 48 GW of capacity will be retired by 203513. This is compounded by the intermittent nature of renewable generation.

⁽¹¹⁾ https://documents.theccc.org.uk/wp-content/uploads/2015/06/6.738_CCC_ExecSummary_2015_FINAL_WEB_250615.pdf

⁽¹²⁾ https://www.theccc.org.uk/tackling-climate-change/reducing-carbon-emissions/how-the-uk-is-progressing/

⁽¹³⁾ "Nuclear Power in the UK" The Department of Energy and Climate Change, National Audit Office, 13 July 2016

2. The cost of fuel for power generation

Assuming the majority of power generation will remain hydrocarbon based over the medium to long term then the UK power price will be affected by the commodity prices for coal and gas. Renewable energy generation therefore, with a very low marginal cost of generation, in comparison to coal and gas is expected to be well placed.

3. The price of carbon

The price of carbon is passed directly to the power price, as a result, if the UK's marginal power generator is more carbon intensive the UK power price will go up. In the light of the decommissioning of approximately 21 GW of coal and nuclear capacity over the past four years and the intermittency of renewable energy, the UK power price is expected to rise over time.

UK irradiation

UK irradiation is still in excess of 1,000 kwh/m2 over much of the country, particularly the southern regions. This makes solar power an economically viable solution. Irradiation levels on the whole are in line with those of Germany which has the largest solar market in Europe.

UK solar insolation

Source: Element Energy Report "Design of Feed-in-Tariffs for sub-5MW Electricity in Great Britain, Quantative Analysis for DECC" Final Report July 2009

UK Government support schemes

In recent years the UK Government has placed a strong emphasis on incentivising investment in renewable generation, including solar PV, in order to comply with EU and domestic targets in reducing greenhouse gas emissions. While there has been some unexpected policy decisions by the UK Government, which have meant that there is now less support for new UK solar projects than had been anticipated, there are currently three main support schemes in the UK that are designed to incentivise solar deployment:

1. Renewables Obligation ("RO"),

ROs mainly apply to large installations (above 50 kW), although they can also apply to installations with a net capacity of less than 50 kW. The RO places an obligation on electricity suppliers to source a proportion of their electricity supply from renewable sources.

2. Feed-in Tariff ("FiT")

FiTs provide generators with a fixed tariff for generation and export capacity. FiTs apply to projects of any size, but the rates are far more favourable towards smaller systems, and so only installations that are less than 50 kw are viable under this support.

3. Contract for Difference ("CfD")

CfDs offer low carbon generators a fixed strike price for 15 years. Generators are either paid, or have to pay the difference between the strike price and the average market clearing price for electricity in the UK market.

Currently all of the projects in the Portfolio are accredited under the RO scheme.

The Renewables Obligation scheme

The current legislation governing renewables obligation schemes is the Renewables Obligation Order ("ROO") via banded support levels for the various technologies.

A Renewable Obligation Certificate ("ROC") is issued to generators for each MWh of electricity supplied from renewable sources. These carry a fixed value, known as the ROC buy-out price which was set in 2002 at £30.00/MWh and is indexed by RPI, with the 2016/17 price level reaching £44.77/MWh.

Under the RO, licenced electricity suppliers are obliged to source a certain proportion of electricity supplied from renewable sources. This amount is fixed by legislation and increases annually. In order to demonstrate they have sourced sufficient levels of electricity from renewable sources, the licensed electricity suppliers must purchase ROCs directly from electricity generators. To the extent electricity suppliers are unable to source the requisite number of ROCs they are obliged to make a penalty payment equal to the level of shortfall into a buy-out fund administered by Ofgem. Ofgem collects these payments and recycles them to suppliers who have submitted the required number of ROCs. This payment is known as the ROC recycle price. As a result of this payment mechanism the value of a ROC to renewable electricity generators is equal to the ROC buy-out plus the ROC recycle price.

The ROO sets out a headroom mechanism, which ensures that ROCs are not in excess supply. This requires the Secretary of State to announce the following year's obligation level six months preceding the obligation period and the obligation is calculated as the amount of renewable generation expected in a given period plus a 10 per cent. margin, guaranteeing that there will always be a shortage of ROCs if the expected generation is equal to the actual generation for a period.

Furthermore, the UK Government has committed to "grandfathering" banding levels. This means that when banding levels are changed, existing generating plants already accredited under the scheme keep the old banding level.

Each banding level will remain in place for the 20 year accreditation period. Since 2013, the banding level in England, Scotland and Wales for ground based solar has been reduced by the DECC over time, from the initial 2 ROCs/MWh to 1.2 ROCs/MWh. All of the assets in the Portfolio have been accredited 2, 1.6, 1.4 and 1.3 ROCs.

The RO scheme officially closed to large-scale solar (i.e. greater than 5 MW) on 1 April 2015. Accreditation is now only available to new solar projects which are less than 5 MW and which are installed prior to 31 March 2017. However, an active secondary market has emerged in the UK over recent years.

As part of the EMR transitional arrangements, the UK Government has confirmed that all existing solar power plants accredited under the ROC regime will be grandfathered at their existing levels for 20 years until 2035. This means that the Portfolio's existing ROCs will not change.

The UK Government has indicated that it plans to replace ROCs with 'fixed priced certificates', the price of which would be set at the prevailing ROC buy-out price plus a fixed percentage. The defining feature of the fixed price scheme would be the obligation on the purchasing body appointed by the UK Government to purchase certificates at a fixed price, which will replace the obligation on suppliers to purchase ROCs or to pay into the recycle fund. In moving to the fixed certificate price scheme, the UK Government has stated that its intention is that there will be no change in the level or length of support received by operators in relation to capacity within the RO, or the frequency with which certificates are issued. The UK Government's stated intention is that generating capacity which qualified for ROCs under the RO will qualify for the fixed price certificates on a like-for-like basis.

Electricity Market Reform ("EMR") 14

In 2010 the UK Government announced the EMR, a wide-reaching reform programme designed to incentivise the investment needed to replace the UK's ageing electricity infrastructure with a more diverse and low-carbon energy mix, which was subsequently followed by the draft Energy Bill which was presented to the UK Parliament in November 2012.

The Government's objectives for EMR are to:

ensure a secure electricity supply;
ensure sufficient investment in sustainable low-carbon technologies, and
minimise costs to, and ensure fair value for, consumers.

There are two key mechanisms under the EMR. The first is a mechanism to support investment in lowcarbon generation via Feed-in Tariffs (FiTs) with Contracts for Difference (CfD) for new low carbon generation projects above 5 MW. The second is a mechanism to support security of supply in the form of a Capacity Market.

These mechanisms are supported by the following:

1) The Carbon Price Floor. This is proposed as a tax to underpin the carbon price in the EU Emissions Trading System.
2) An Emissions Performance Standard. This is proposed as a regulatory measure which provides a backstop to limit emissions from new fossil fuel power stations.
3) Electricity Demand Reduction. This includes measures to support market liquidity and access to the market for independent generators and effective transitional arrangements.

FiTs with CfDs

To incentivise future low-carbon generation, the UK Government implemented the CfD/FiT mechanism. Under this incentive scheme, generators receive a fixed 'strike' price based on the technology type, indexed annually with Consumer Price Index ("CPI"). This strike price is fixed for 15 years and aims to remove any revenue volatility deriving from market electricity price fluctuations, and promote investment into the renewables sector. To the extent that the market price for electricity is below the strike price, generators will receive a 'top-up' payment from the CfD counterparty equal to the level of the shortfall, and to the extent the market price is above the strike price, generators will be obliged to pay back the difference between the strike price and the market price.

The CfD budget is set annually under the wider Levy Control Framework ("LCF") which governs the UK Government's energy policy expenditure. Under the LCF this expenditure is currently set at £4.9 billion for the years 2016/17, increasing to £7.6 billion in 2020/21. ¹⁵ The CfD budget for the first allocation round was divided into groups for different technology sectors:

Group 1 — 'Established technologies' such as onshore wind and solar: £50 million for projects commissioning from 2015/16, and an additional £15 million (£65 million in total) for projects commissioning from 2016/17 onwards.

⁽¹⁴⁾ https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/335865/government_response_use_ technology_groupings_minima_maxima.pdf

⁽¹⁵⁾ https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/209361/Levy_Control_Framework_and_ Draft_CfD_Strike_Prices.pdf

Group 2 — 'Less established technologies' such as offshore wind and biomass CHP (combined woodfuelled heating and power systems decentralised renewable energy): £155 million for projects commissioning from 2016/17 onwards, and an additional £105 million (£260 million in total) for projects commissioning from 2017/18 onwards.

Group 3 — 'Biomass conversion': No budget has been released to this group this allocation round but this does not precluding budget being allocated to this group in future rounds.

Eligible generators are able to enter the CfD auction (provided they have received planning consent and can demonstrate a connection agreement)16 according to the above groupings via sealed bids. Auctions are set according to a competitive process where the highest market clearing price will prevail for all applicants within that group, capped at each technology's respective strike price for that delivery year17.

The strike prices under the CfD for Solar PV were determined by competitive auction process. The first auction was held in December 2014, the results of which were announced in February 2015 with five solar PV projects totalling 71.55 MW of capacity being allocated a CfD/FiT. In November 2015, it was announced that solar PV will be excluded from the second CfD auction (to be held in April 2017), reflecting the Government's policy to reduce subsidies for what is considered a more established sector of the renewable energy market.

The Carbon Price Floor

The Carbon Price Floor, which will impact solar PV through a likely increase in the wholesale electricity price18 is achieved via the introduction of the Carbon Price Support Tax. The Carbon price Support Tax ("CPS") must be paid off if an entity generates electricity using: (i) gas of a kind supplied by a gas utility; (ii) any petroleum gas or other gaseous hydrocarbon in a liquid state; or (iii) coal and other solid fossil fuels (petroleum coke, lignite, coke and semi-coke of coal or lignite). An entity becomes liable for carbon price support rates when (a) gas passes through the motor of the generating station; and (b) LPG, coal and other solid fossil fuels are delivered through the entrance gate at the generating station. The CPS rate is charged per unit of each of (i), (ii) and (iii) noted above and are fired from 1 April 2016 to 31 March 2019. This aims to provide a minimum price for electricity generation from hydrocarbons and therefore encourage generation from renewable sources. The current 2016/17 Carbon Price Support Tax rate is £0.00331/KWh for gas. This rate is now set until 201919.

⁽¹⁶⁾ https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/302725/af_event__9_april_slides.pdf

⁽¹⁷⁾ Bloomberg New Energy Finance – 'Beginning of the end game: UK set for CfD competition', 26th June 2014

⁽¹⁸⁾ https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/42639/consult_carbon_price_support_ condoc.pdf

⁽¹⁹⁾ https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/293849/TIIN_6002_7047_carbon_price _floor_and_other_technical_amendments.pdf

UK solar revenue breakdown

For the year ending 31 December 2016, approximately 60 per cent. of the Company's revenues were derived from subsidies (included ROC buy-out and ROC recycle revenues) and 40 per cent. were derived from selling electricity on the wholesale market. Currently two-thirds of the assets in the Portfolio are accredited 1.4 ROCs and under. The illustrative breakdown of revenue streams available to a solar project accredited under 1.4 ROCs in 2016/2017 can be seen below:

Illustrative revenue breakdown of 1.4 ROC accredited solar power plant

Solar energy in the UK

The UK is making good progress against its EU targets, for which solar is partly responsible. Between Q3 of 2015 and Q3 of 2016 renewables' share of electricity generation increased by 1.4 per cent. from 23.6 per cent. to 25.0 per cent. of total generation. Renewable generation was 18.8 TWh in Q3 2016, an increase of 4.3 per cent. from the previous year. Of the renewable technologies, solar PV showed the highest increase in relative terms, increasing by 30 per cent. in the period, from 2.7 TWh in 2015 to 3.5 TWh in 2016. The UK's renewable capacity totalled 33.4 GW at the end of Q3 2016, which was 3.4 GW higher than the previous quarter. Of the 3.4 GW increase, over 70 per cent. came from solar PV from a combination of small scale 1.2 ROC projects and larger scale 1.3 ROC projects. Compared to Q3 2015, solar PV capacity increased by 28 per cent. to 11.1 GW. By the end of Q3 2016, solar PV, was one-third of all renewable capacity, providing the highest share of electricity from renewable technologies. This demonstrates substantial growth in the solar sector. 20

Source: Ofgem, Bloomberg, NFPA, Foresight Analysis Notes: (1) 1.4x ROC multiplier

⁽²⁰⁾ https://www.gov.uk/government/statistics/solar-photovoltaics-deploymenthttps://www.gov.uk/government/ uploads/system/uploads/attachment_data/file/533822/Energy_Trends_June_2016.pdf

Source: https://www.gov.uk/government/statistics/solar-photovoltaics-deployment

In particular, over the last three years the development of large scale (i.e. projects greater than 5 MW) and ground-mounted sites has greatly increased. At the end of 2013 there were 55 projects between 5 and 25 MWp and 2 projects which were less than 25 MWp. These 57 projects had an aggregate capacity of 415 MWp. By October 2016, there were over 3 projects between 5 and 25 MWp and 37 projects which were greater than 25 MWp, totalling approximately 5.5 GWp capacity. This number is expected to increase as more projects are completed in order for them to qualify for ROCs under the RO scheme prior to it ending in March 201721.

The cost of solar

The development of the UK solar market has been supported by a reduction in solar panel prices over recent years, with the average price of polycrystalline modules reducing by over 50 per cent. from November 2011 to November 201622. This has resulted in increased installation of solar PV which has enabled the UK Government support for solar PV to be reduced from 2 ROCs/MWh to 1.2 ROCs/MWh, a level which is considered more sustainable. It is anticipated that, in the long term, solar power generation will achieve grid parity and will be able to deliver a commercial return without the requirement for subsidies.

The Board is of the view that there is likely to be a sustained reduction in the cost of solar electricity (albeit at a slower level to that displayed from 2008 to 2011), as panel efficiency improves and the cost of the panel components and balance of systems is expected to continue to decrease. If the CfD provides a strong and sustainable support mechanism for solar power generation from 2017, the anticipated increase in capital availability in this sector is likely to result in a significant increase in solar power generation capacity in the UK.

Reduction of global panel prices

The expected decrease in module prices, together with a general expected reduction in the remaining balance of plant works is highlighted below, which demonstrates that installation costs for solar PV are expected to decrease significantly over the medium/long term23:

⁽²¹⁾ https://www.gov.uk/government/statistics/solar-photovoltaics-deployment

⁽²²⁾ "Solar Spot Price Index Analytics", Bloomberg New Energy Finance, February 2016.

⁽²³⁾ New Energy Outlook 2016 – Solar ", Bloomberg New Energy Finance, June 2016

Historic and Forecast Utility PV Capex Costs

Source: Bloomberg New Energy Finance

Increase in panel efficiency

As well as decreasing in cost, solar PV panels have seen an overall improvement in efficiency over time. The higher the efficiency of the cells, the less resources are needed to produce the same capacity. This in turn reduces the cost of installation and amount of land (and therefore cost) on which to mount the panels. The improvements in solar cell efficiency over the past six years can be seen in the graph below:

Average efficiency of Crystalline Silicon Solar Cells

Source: Bloomberg New Energy Finance

PART 4 THE COMPANY'S PORTFOLIO

Where information contained in this Part 4 has been sourced from a third party, the Company confirms that such information has been accurately reproduced and the source identified and, so far as the Company is aware, and is able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Details of the current Portfolio

The information contained in this Part 4 provides an analysis of the Portfolio which comprises 18 ground based solar power plants as at the date of this document and is based on the valuations as at 23 February 2017. The information contained in this Part 4 is unaudited. There has been no material change in the value of the ground based solar power plants from the date of their valuation to the date of this document.

The following table sets out a summary of the key information in respect of the Portfolio.

				Acquisition	Fair value as at 23 February 2017	% of
Asset	Location	ROCs	MWs	Date	£'000	portfolio
Wymeswold	Leicestershire	2	32	Nov-13	46,950	6.8%
		1.4	2	Mar-15	2,850	0.4%
Castle Eaton	Wiltshire	1.6	18	Jun-14	21,570	3.8%
Highfields	Essex	1.6	12	Jun-14	14,800	2.6%
High Penn	Wiltshire	1.6	10	Jun-14	11,810	2.1%
Pitworthy	North Devon	1.4	16	Jun-14	17,980	3.4%
Hunters Race	West Sussex	1.4	11	Sep-14	13,590	2.3%
Spriggs Farm	Essex	1.6	12	Nov-14	14,730	2.6%
Bournemouth	Dorset	1.4	37	Dec-14	50,960	7.9%
Landmead	Oxfordshire	1.4	46	Dec-14	54,020	9.8%
Kencot	Oxfordshire	1.4	37	Mar-15	48,960	7.9%
Copley	Lincolnshire	1.3	30	Jun-15	37,970	6.4%
Atherstone	Warwickshire	1.4	15	Jul-15	16,580	3.2%
Paddock Wood	Kent	1.4	9	Jul-15	11,520	1.9%
Southam	Warwickshire	1.4	10	Jul-15	11,820	2.1%
Port Farm	Wiltshire	1.4	35	Aug-15	45,940	7.5%
Membury	Berkshire	1.4	16	Sep-15	21,910	3.4%
Shotwick	Flintshire	1.3	72	Feb-16	83,970	15.3%
Sandridge	Wiltshire	1.3	50	Feb-16	58,490	10.6%
Total Portfolio			470		586,420	100

Summary of the typical terms of the key operational contracts in relation to the Company's Portfolio

Each of the SPVs has entered into a number of contracts which will provide the SPVs with certain protections in respect of the design, construction, performance operation and maintenance of the individual solar power plants. The key contracts are the EPC Contracts and the O&M Contracts and in each case a summary of the typical key terms of each type of contract is outlined below.

The EPC Contracts

The EPC Contractors guarantee that the solar power plant will meet certain performance ratios during the first two years of operation. If they do not meet the set performance ratio, the EPC Contractor will have to pay liquidated damages to cover the performance ratio shortfalls over the two year contract term as well as assumed future shortfalls on a discounted cash flow basis. The liability of the EPC Contractor to pay liquidated damages is typically subject to a separate cap of around 10 per cent. of the contract price. The EPC Contractors, pursuant to the EPC Contract, have obligations to rectify any defects that become apparent within the solar power plant within the typical initial term of two years.

The EPC Contracts also provide for the SPVs to take security, usually for up to two years, which may take the form of a cash retention of up to 10 per cent., an on-demand performance bond of up to 10 per cent. and/or a guarantee from the parent company of the EPC Contractor. The security is likely to be released once the solar power plant has passed its performance tests or, in the event it doesn't pass these performance tests, once all the performance liquidated damages due to the SPVs have been paid.

At the end of the two year term, the EPC Contractors are usually obliged to assign to each SPV the manufacturer warranties in relation to the component parts of the solar power plants which extend beyond such term. These manufacturer warranties typically relate to the solar panels, inverters and sometimes other components. Such manufacturers' warranties offer a degree of on-going protection in connection with the repair or replacement of the warranted components if they break down.

The above summary is of the typical terms of an EPC Contract and those to which the SPVs are a party. There is no guarantee that any other EPC Contract in respect of any solar power plant will be on such terms.

The O&M Contracts

The SPVs have also entered into O&M Contracts with different O&M Contractors pursuant to which the O&M Contractor provides both preventative and corrective maintenance. Under the terms of the O&M Contracts an annual test is carried out on each of the solar power plants which analyses the respective solar power plant's availability to generate power over the previous 12 month period. If the respective solar power plant's availability were to be less than that guaranteed under the O&M Contract, typically 99 per cent., the O&M Contractor will be liable to pay liquidated damages according to the formula that is set out in the O&M Contract, which is usually capped per annum to the level of the annual fees paid to the O&M Contractor.

The above summary is of the typical terms of an O&M Contract and those to which the SPVs are a party. There is no guarantee that any other O&M Contracts in respect of any solar power plant will be on such terms. Holding Subsidiary 1 entered into the Framework Agreement with BGE under which BGE would provide operational and maintenance services for various solar power plants. Under the terms of the Framework Agreement, BGE will enter into separate contracts with the SPVs nominated by the Investment Manager for the provision of services for the solar power plants owned by the SPVs.

Asset management services

Foresight Group LLP has entered into an agreement with Quintas pursuant to which Quintas provides the Company and Foresight Group with back office and administration services in relation to the solar power plants in the Company's portfolio. In particular, Quintas oversees each of the O&M Contractors' performance, incident control and technical reporting in order to ensure that each solar power plant is operated and managed so as to maximise revenues. Quintas also carries out the invoicing and financial reporting for each solar power plant. The fees for the services provided by Quintas are payable by Foresight Group LLP which shall, in turn, invoice the SPVs for such services.

Valuation of the portfolio

The Investment Manager is responsible for providing fair market valuations of Group's assets to the Directors. The Directors review and approve these valuations following appropriate challenge and examination. Valuations are carried out quarterly.

The Portfolio consists of non-market traded investments, being 18 ground based solar power plants across the UK, and valuations are based on a discounted cash flow methodology in accordance with IFRS.

It is the policy of the Investment Manager to value the assets with reference to discounted cash flows immediately following acquisition. This is partly due to the long periods between agreeing an acquisition price and financial completion of the acquisition. Quite often this delay incorporates construction as well as time spent applying for, and achieving, accreditation, which the Group's acquisition of assets is contingent on. Whilst revenues generally accrue for the benefit of the purchaser, revenues accrued do not form part of the discounted cash flow calculation when making a fair and proper valuation until ROC Accreditation is achieved.

A broad range of assumptions are used in the valuation models. These assumptions are based on long-term forecasts and are not affected by short term fluctuations in inputs, be it economic or technical.

Valuation sensitivities

A broad range of assumptions are used in the valuation models. Where possible, assumptions are based on observable market and technical data. In many cases, such as the forward power price, the Company makes use of professional advisors to provide reliable and evidenced information. Set out below are the inputs that the Board believes would have a material effect upon the NAV should they be flexed. The following information assumes the relevant input is flexed over the entire useful life of an asset. All sensitivities are calculated independently of each other.

All assets in the portfolio are valued using discounted cash flow methodology at a constant discount rate. This sensitivity demonstrates the effect of a change in the weighted average discount rate applied across all the assets in the Portfolio and its impact on the expected NAV per Share. The sensitivity currently assumes a range of +/-0.5 per cent. against an assumed weighted average discount rate of 7.5 per cent. as per the 31 December 2016 valuation.

Discount rate

	-0.50%	-0.25%	Base	+0.25%	+0.50%
Directors' valuation (£m)	464.4	455.0	445.8	436.9	428.2
NAV per Share (pence)	108.4	105.6	102.9	100.3	97.7
Change vs base case (%)	4.19	2.06	0.00	(2.00)	(3.93)

All assets in the Portfolio are valued based on a P50 solar energy yield (being a 50 per cent. probability that this yield will be met or exceeded) as recommended by an independent technical advisor. The technical advisor will derive this yield by analysing a range of irradiation datasets to assess the most appropriate source and will typically use a range of both satellite and ground-based measurements. A range of site-specific loss factors including but not limited to assumptions for degradation, module mismatch, inverter losses etc. are then applied to derive the anticipated energy production of the site (MWh per annum) based on a 50 per cent. probability of exceedance (P50 base case).

The above sensitivity looks at the impact of a change in the P50 production yield of +/- 0.5 per cent.

All scenarios assume the energy yield is constant over the operating life of the Portfolio.

Power price

	-20.0%	-10.0%	Base	+10.0%	+20.0%
Directors' valuation (£m)	397.8	422.3	445.8	468.7	490.9
NAV per Share (pence)	88.8	96.0	102.9	109.6	116.1
Change vs base case (%)	(10.76)	(5.26)	0.00	5.14	10.12

The power price forecasts used to value the Portfolio are based on the Investment Manager's analysis of a range of leading power price forecasters' and government reference curves, where under all sources a real increase in UK power prices is anticipated over the medium to long term. The above sensitivity assumes a shift in this power curve of +/-20 per cent. and the resultant impact on the anticipated NAV per Share.

Inflation

	-1.50%	-0.75%	Base	+0.75%	1.50%
Directors' valuation (£m)	395.9	420.3	445.8	472.9	501.6
NAV per Share (pence)	88.3	95.4	102.9	110.8	119.3
Change vs base case (%)	(11.18)	(5.71)	0.00	6.09	12.53

This sensitivity demonstrates the impact of a +/- 1.5 per cent. change in the annual base case inflation assumption used in the financial model. The base case RPI assumption is 2.25 per cent. for 2017 and 2.75 per cent. for future years which is considered an appropriate estimate of long-term inflation within the UK market and is applied to relevant revenue and cost assumptions within the financial model.

Operating costs

	-10.00%	-5.00%	Base	+5.00%	+10.00%
Directors' valuation (£m)	451.8	448.8	445.8	442.7	439.6
NAV per Share (pence)	104.7	103.8	102.9	102.0	101.1
Change vs base case (%)	1.36	0.68	0.00	(0.69)	(1.38)

Ongoing annual operating costs for assets within the Portfolio include, but are not limited to, the annual O&M fee, lease costs, insurance rates, business rates, administration costs etc. The above sensitivity assumes a +/-10 per cent. change in annual operating costs for all assets in the Portfolio and the resultant impact on anticipated NAV per Share.

PART 5 FURTHER DETAILS OF THE COMPANY

Management and administration of the Company

The Board

The Directors, all of whom are non-executive and, other than Mr Dicks, independent of the Investment Manager and the Foresight Group, are responsible for the determination of the investment policy of the Company and have overall responsibility for the Company's activities including its investment activities and reviewing the performance of the Company's portfolio. The Directors are as follows:

Alexander Ohlsson (Chairman): Mr Ohlsson is Managing Partner for the law firm Carey Olsen in Jersey. He is recognised as a leading expert in corporate and finance law in Jersey and is regularly instructed by leading global law firms and financial institutions. He is the independent chairman of the States of Jersey's Audit Committee and an Advisory Board member of Jersey Finance, Jersey's promotional body. He is also a member of the Financial and Commercial Law Sub-Committee of the Jersey Law Society which reviews as well as initiates proposals for legislative changes. He was educated at Victoria College Jersey and at Queens' College, Cambridge, where he obtained an MA (Hons) in Law. He has also been an Advocate of the Royal Court of Jersey since 1995.

Mr Ohlsson was appointed as a Non-Executive Director and Chairman on 16 August 2013.

Christopher Ambler: Mr Ambler has been the Chief Executive of Jersey Electricity plc since 1 October 2008. He previously held various senior positions in the global industrial, energy and materials sectors working for major corporations, such as ICI/Zeneca, the BOC Group and Centrica/British Gas as well as in strategic consulting roles. Mr Ambler is a Chartered Engineer and a Member of the Institution of Mechanical Engineers. He holds a first class Honours Degree from Queens' College Cambridge and an MBA from INSEAD. Mr Ambler is a Director on other boards including a Non-Executive Director of Apax Global Alpha Limited, another listed fund which launched on the London Stock Exchange on 15 June 2015.

Mr Ambler was appointed as a Non-Executive Director on 16 August 2013.

Peter Dicks: Mr Dicks is currently a Director of a number of quoted and unquoted companies. In addition, he was the Chairman of Foresight VCT plc and Foresight 2 VCT plc from their launch in 1997 and 2004 respectively until 2010 and since then he has continued to serve on the Board of the now merged Foresight VCT plc. He is also on the Board of Foresight 3 VCT plc, Foresight 4 VCT plc, ICG Enterprise Trust plc and Mears Group plc and is Chairman of Unicorn AIM VCT plc and SVM Emerging Fund.

Mr Dicks was appointed as a Non-Executive Director on 16 August 2013.

Corporate governance

The Company is committed to high standards of corporate governance and the Board is responsible for ensuring the appropriate level of corporate governance is met.

Jersey does not have its own corporate governance code. However, as a listed fund that is regulated by the JFSC the Company is required to adhere to the codes of practice for certified funds which contain provisions relating to effective corporate governance systems. Furthermore, as the Company is listed on the premium segment of the Official List it is required to comply with all of the relevant provisions of the UK Corporate Governance Code issued by the Financial Reporting Council in April 2016 or to explain any non-compliance in its annual reports and accounts.

The Board considers the principles and recommendations of the Association of Investment Companies Code of Corporate Governance by reference to the AIC Corporate Governance Guide for Investment Companies. The Company also complies with the recommendations of the AIC Code and the relevant parts of the AIC Code in all material respects except as disclosed below.

The Chairman and Mr Ambler are independent of the Investment Manager and each member of the Board is a non-executive Director.

Save as disclosed below, in respect of the provisions of the UK Corporate Governance Code, the Company complies with the provisions of the UK Corporate Governance Code. The areas of noncompliance are as follows:

there is no chief executive position which is not in accordance with A.2.1 of the Code. As an investment company the Company has no employees and therefore there is no requirement for a chief executive;
the recommendations in D.1.1 of the Code relating to executive directors' remuneration are not relevant to the Company as all the Directors are non-executive directors; and
the recommendations in C.3.2 of the Code relating to the need for an internal audit function is not relevant to the Company as it is an externally managed investment company.

In addition the Investment Manager is a signatory to the United Nations Principles for Responsible Investment ("UNPRI"). The UNPRI, established in 2006, is a global collaborative network of investors working together to put the six principles for responsible investment into practice. A shared belief of this network is that institutional investors have a duty to act in the best long-term interests of their beneficiaries. The Board believes that environmental, social, and corporate governance ("ESG") issues can affect the performance of investment portfolios (to varying degrees across companies, sectors, regions, asset classes and through time). The Board also recognises that applying the principles of the UNPRI as part of the Company's investment process is likely to better align investors with broader objectives of society. Therefore the Company, provided it is in the best interests of the Company and its Shareholders as a whole:

incorporates ESG issues into its investment analysis and decision-making processes;
is an active manager and owner and incorporates ESG issues into its ownership policies and management practices;
seeks appropriate disclosures on ESG issues by the entities in which it and/or the Company invests;
promotes acceptance and implementation of the principles of the UNPRI within the investment industry;
works together with the Board to enhance their effectiveness in implementing the principles of the UNPRI; and
reports on the activities and progress towards implementing the principles of the UNPRI.

Independence

The Board consists solely of non-executive Directors of which Mr Ohlsson is Chairman. All of the Directors other than Mr Dicks are considered by the Board to be independent of the Investment Manager. The Board and the Investment Manager will ensure that a majority of the Board including the Chairman remain independent. The Board's policy on tenure is that continuity and experience are considered to add significantly to the strength of the Board and, as such, no limit on the overall length of service of any of the Company's Directors, including the Chairman, has been imposed.

Senior independent director

In view of its non-executive nature and the requirement of the Articles that all Directors retire periodically at least every three years, the Board considers that it is not appropriate for a senior independent director to be appointed.

Appointment, re-election and remuneration of Directors

Directors are selected and appointed by the Board as a whole functioning as a nomination committee. It is chaired by Mr Ohlsson. There is no separate nomination committee as the Board is considered small relative to listed trading companies. The Directors are therefore responsible for reviewing the size, structure and skills of the Board and considering whether any changes are required or new appointments are necessary to meet the requirements of the Company's business or to maintain a balanced Board. New Directors will receive an induction from the Investment Manager and the Company's Secretary on joining the Board, and all Directors receive other relevant training as necessary.

The Articles require that Directors submit themselves for re-election at least every three years. In addition, the Board has agreed that any Director with more than nine years' service will be required to stand for re-election at each annual general meeting. Further details are given at paragraph 5 of Part 10 of this document.

The Company does not have a separate remuneration committee as the Board as a whole fulfils the function of a remuneration committee.

Board and Directors' performance appraisal

The performance of the Board committees and individual Directors will be evaluated through an assessment process led by the Chairman. The performance of the Chairman will be evaluated by the other Directors.

The audit committee

Mr Ambler is the chairman of the Company's audit committee which comprises the full Board. In discharging its responsibilities the audit committee reviews the annual and half yearly accounts, the system of internal controls and the terms of appointment and remuneration of the auditor. It is also the forum through which the auditor reports to the Board. The audit committee meets at least twice a year. The Directors review regularly and formally the effectiveness of the Company's system of internal control. This process is led by the audit committee receiving and examining reports from the Investment Manager and the Administrator which covers, for example, financial and non-financial key performance indicators. The objectivity of the auditor is also reviewed by the audit committee, which also reviews the terms under which the external auditor is appointed to perform non-audit services. The audit committee reviews the scope and results of the audit, its cost effectiveness and the independence and objectivity of the auditor, with particular regard to non-audit fees.

The management engagement and remuneration committee

Mr Ohlsson is the chairman of the Company's management engagement and remuneration committee which comprises the full Board. The management engagement committee reviews the appropriateness of the Investment Manager's continuing appointment, together with the terms and conditions thereof and the basis of its remuneration on a regular basis.

The Investment Manager is subject to the overall supervision and control of the Board. The Investment Manager acts within the Company's investment policy and any further investment guidelines set by the Board from time to time. The Investment Manager also reports quarterly to the Board and one or more of its representatives will attend Board meetings when requested. There are six experienced individuals responsible for the management of the Company within the Investment Manager's team. The Board as a whole is responsible for reviewing the quarterly solar power plant performance reports produced by Quintas and the Investment Manager.

Each of the committees has written terms of reference which are reviewed at least annually and clearly define their responsibilities and duties.

The Investment Manager

Under the AIFMD, the Company is self-managed and acts as is own capitalised alternative investment fund manager. The Company has appointed Foresight Group CI Limited as its investment manager pursuant to the Investment Management Agreement, the terms of which are set out in more detail below and in Part 10 of this document. The Investment Manager is a Guernsey registered company, incorporated under the Guernsey Law with registered number 51471. The Investment Manager is a member of the Foresight Group.

Foresight Group has an investment management team of experienced individuals with expertise in the operation of and investment in ground-based solar assets and currently has approximately £1.3 billion of solar assets under management.

Foresight Group has offices in the UK, Italy, the USA and Australia and currently has approximately £2.3 billion assets under management. Foresight Group manages a total of 29 funds for institutional and retail investors including four venture capital trusts which are listed on the premium segment of the Official List and are admitted to trading on the Main Market. Foresight Group established its solar investment team in 2007 and launched its first solar fund, Foresight European Solar Fund, in early 2008. Foresight Solar & Infrastructure VCT plc was launched in November 2010 and its NAV has increased from 94.5p at launch to 101.8p as at 30 September 2016. In May 2013, Foresight Group's managed funds issued the largest UK solar index linked bond at the time. In addition, the Foresight Group has raised over £200 million for solar-focused Enterprise Investment Schemes. The Foresight Group's solar investment team currently comprises 35 experienced individuals with expertise in the operation of and investment in ground based solar assets as well as legal, tax and structuring expertise in the renewable energy and PFI sector. The team, which includes 30 investment and finance professionals, as well as a technical team of eight focused on the optimisation of the solar plants, currently manages solar assets of approximately £1.3 billion. The solar team has combined experience of approximately 300 years.

In its capacity as the Investment Manager to the Company, the Investment Manager is responsible for the management of the assets of the Company including the sourcing of future ground-based solar power plants predominantly located in the UK, advising on the Group's borrowing strategy, the sale of the electricity and the administering of green benefits.

The Group carried out a tender for the services of an O&M Contractor. This tender process resulted in Brighter Green Engineering Limited, a member of the Foresight Group, entering into the Framework Agreement with Holding Subsidiary 1. Pursuant to this Framework Agreement, BGE will provide operation and maintenance services to those SPVs nominated by Holding Subsidiary 1 to enter into separate O&M Contracts with BGE. The Framework Agreement provides that BGE would receive a fee per MW ranging from £8,000 to £9,000 depending on the installed capacity of the underlying solar power plant in respect of each SPV that enters into a separate O&M contract.

Key personnel of the Investment Manager

The individuals responsible for the management of the Company comprises four experienced UK fund managers, a Technical Director with six years of European solar experience and a Senior Portfolio Manager. The fund managers are responsible for new asset acquisitions, pipeline development, value enhancement of the Company and advise the Board on the optimal borrowing strategy of the Group. The Technical Director supervises the operational management of the Company's portfolio on a dayto-day basis. The management team is supported by a team of UK-based solar investment analysts with additional resource obtained from Foresight Group's US, Italian and Australian investment teams. Foresight Group is overseen by an Executive Committee of which Jamie Richards is a member as well as Bernard Fairman, Gary Fraser and David Hughes. This Executive Committee provides strategic investment advice to the management team of the Investment Manager and the Board. The management team responsible for managing the portfolio is:

Jamie Richards, Partner, Head of Infrastructure: Jamie joined the Foresight Group in 2000 and is one of four executive committee members that is the head of investment management. Since inception in 2007, he has had overall responsibility for the Foresight Group's infrastructure/solar business in the UK, Italy and the US and related funds including origination and structuring., As a member of the investment committee Jamie has overseen more than 80 solar projects representing the Foresight Group's approximately £1.3 billion solar portfolio. Prior to 2007, he led a number of venture capital and private equity transactions in the technology and cleantech sectors representing the Foresight Group's funds and was a non-executive director for several companies. Jamie is a chartered accountant and has 20 years' experience in fund management, banking and corporate recovery. Before joining the Foresight Group, Jamie worked at PwC, Citibank and Macquarie, both in London and Sydney. Jamie holds a BSc in Economics and Accounting from The University of Bristol. Ricardo Pineiro, Partner, Head of UK Solar: Ricardo has led the Foresight Group's UK solar investments since inception in 2010, including the acquisition of over 60 UK solar power plants, totalling over 700MW and continues to oversee their commercial management. He was also responsible for arranging over £504 million of third party debt facilities, including revolving debt facilities, listed bonds and project finance facilities in connection with the UK solar assets. Ricardo joined the Foresight Group from Espirito Santo Investment, where he spent three years in the project finance division as manager with a special focus on transport, energy, oil and gas. Prior to this he worked as a business analyst in the corporate finance division of a Portuguese investment bank in Lisbon. Ricardo is primarily focused on identifying and executing new solar transactions across UK and other international markets.

Arnoud Klaren, Senior Portfolio Manager and Technical Director: Arnoud joined the Foresight Group in 2011 and is responsible for the technical operations of the Foresight Group's European Solar Portfolio. Prior to joining the firm, Arnoud worked at SolFocus, where he spent four years managing solar projects based on concentrated photovoltaic's, an innovative solar technology. There, he was responsible for the construction and start-up of pioneering CPV projects in Spain, Saudi Arabia and Greece. Prior to SolFocus, Arnoud founded and managed ThinkSpectrally, a spin-off company of The University of Valencia in Spain, dedicated to quality assurance in the PV manufacturing process. Arnoud holds an MA in Electrical Engineering from the Twente University of Technology.

Thomas Moore, Senior Portfolio Manager: Thomas joined the Foresight Group in 2013 from Jubilee Financial Products where he was a financial controller within the asset management and investment banking space responsible for internal finance, operations and compliance. There he was involved with private capital raising in debt and equity markets, advisory work for M&A transactions and the use of derivatives in corporate transactions. Before this he spent four years in practice with Saffery Champness. Thomas is a Chartered Accountant and holds a BSc in Economics from The University of York.

Matthew Black, Senior Investment Manager: Matt has been responsible for the origination, financing and structuring of UK Solar transactions since joining Foresight in 2012 including leading the acquisition of over 200 MWp of UK solar projects. He previously spent more than four years at Credit Suisse where he was responsible for the product development, structuring and investment management of retail and institutional investment products. He was also a Research Associate at Imperial College, London where he focused on the financing of UK renewable energy and electricity infrastructure. Matt holds an MSc in Environmental Technology and Energy Policy from Imperial College, an MA in International Relations and a BA in Politics both from the University of Sheffield.

Gary Fraser, Partner, Group Finance Director: Gary is a chartered accountant and member of the Securities Institute. He worked with Ernst & Young between 1993 and 1999, predominantly in the audit and risk assurance and corporate finance areas. He joined ISIS Asset Management plc in 1999 and was responsible for the provision of company secretarial services for several investment companies including two of the Baronsmead VCTs. He joined the Foresight Group in September 2004.

Investment Management Agreement

The Company and the Subsidiary have entered into the Investment Management Agreement with the Investment Manager under which the Investment Manager has been appointed with responsibility for the management of the Company's assets, subject to the overall control and supervision of the Board. The Investment Manager manages the Company's investments in accordance with the policies laid down by the Board from time to time and in accordance with the investment restrictions referred to in the Investment Management Agreement. The Board has ultimate discretion as to whether the Company makes an investment.

The Investment Management Agreement is terminable by any of the parties to it on 12 months' written notice which cannot be served prior to the fifth anniversary of the IPO Admission. The Investment Management Agreement may be terminated immediately if the Investment Manager is in material breach of the agreement, guilty of negligence, wilful default or fraud, is the subject of insolvency proceedings or there occurs a change of two Key Managers to which the Board has not given its prior consent. Further details of the Investment Management Agreement are set out in paragraph 8.2 of Part 10 of this document.

Brighter Green Engineering Limited, a member of the Foresight Group, also provides operations and maintenance services to the Group pursuant to the Framework Agreement. Further details of the Framework Agreement are set out in paragraph 8.6 of Part 10 of this document.

Conflicts of interest and asset allocation

The Investment Manager and its officers and employees may be involved in other financial, investment or professional activities that may on occasion give rise to conflicts of interest with the Company. In particular, the Investment Manager may provide investment management, investment advice or other services in relation to a number of funds that may have similar investment policies to that of the Company. The Investment Manager will have regard to its obligations under the Investment Management Agreement or otherwise to act in the best interests of the Company, so far as is practicable having regard to its obligations to other clients or funds, should potential conflicts of interest arise. Where a company in another client's portfolio provides or seeks to provide services to assets in the Group's portfolio, the Investment Manager will put in place procedures to ensure that decisions are only made on an arm's length basis and after consultation with the Board.

The Investment Manager also has in place an allocation policy to ensure that it is able to resolve fairly any potential conflicts between the funds that it manages. Under its allocation policy, the Investment Manager will use its best efforts to ensure that the Company has the opportunity to participate in potential investments identified by the Investment Manager that fall within the Company's investment objective and policy on the best terms obtainable at the relevant time having regard to the interests of the Company. In so doing the Investment Manager will take into account the available asset opportunities for each of its funds in the light of the stated geographic and maximum single investment limit policies, the investment time horizon and stage and the level of uninvested cash held by each of them.

In the event that another client of the Investment Manager may be interested in assets or companies in which the Group may also be interested in investing, the Investment Manager will at the time put in place appropriate provisions to ensure that the interests of clients are protected to the maximum extent possible. Conflicts of interest will be disclosed in reports to the Board recommending any investment decision and reports of any decision of the Investment Manager to allocate an opportunity to another client.

If it is believed that it is in the interest of its clients to bid together on particular opportunities, the Investment Manager will wherever possible, seek to discuss the opportunity with both clients in order to agree the investment allocation. Where it is not possible to reach such agreement or where it is not possible to discuss the potential allocation conflict with both parties, the Investment Manager will apply its allocation policy having regard to the interests of both clients and being mindful of not jeopardising a sale to any one of the clients of any part or all of the assets by trying to agree a joint allocation.

The Investment Manager will maintain a record of all determinations made with respect to allocations under its allocation policy and, will, where possible, provide details of decisions relating to the Group to the Board, subject to any specific confidentiality agreement entered into.

The allocations policy may be amended from time to time, but any changes that significantly adversely affect the Group will be subject to the prior approval of the Board.

Conflicts of interest and BGE

Pursuant to the Framework Agreement, BGE provides operation and maintenance services to SPVs nominated by Holding Subsidiary 1. BGE is a member of the Foresight Group. The Framework Agreement was entered into with Holding Subsidiary 1 after a tender process had been carried out by the Investment Manager. The Framework Agreement provides that Holding Subsidiary 1 will nominate SPVs to enter into separate O&M Contracts with BGE for the provision of operator and maintenance services for which BGE will receive a services fee ranging from £8,000 to £9,000 per MW depending on the installed capacity of the site as detailed in the Framework Agreement. The services fees will not be adjusted without agreement of the parties, however it will automatically increase or decrease with RPI. David Hughes, a member of Foresight Group's Executive Committee which provides strategic advice and is answerable to the Board, is also on the board of BGE in order to oversee and manage any conflicts which may arise in pricing. Furthermore, the Foresight Group regularly internally benchmarks BGE's scope service and fees.

Administration of the Company

Company Secretary

JTC (Jersey) Limited has been appointed as administrator and secretary pursuant to the Administration Agreement. In such capacity, the Administrator is responsible for general secretarial functions required by the Companies Law and for ensuring that the Company complies with its Articles and its continuing obligations as a company listed on the premium segment of the Official List. The Administrator is also responsible for the Company's general administrative functions, including managing the Company's cash and short term securities in accordance with the Company's investment policy, as set out in the Administration Agreement.

Pursuant to the Administration Agreement, the Administrator is entitled to a fee of £200,000 per annum in relation to the provision of administration services to the Company. The Administration Agreement can be terminated by the Company or Administrator on 90 days written notice.

Safekeeping arrangements

The Group's assets comprise certificates of title in relation to the solar power plants, the share certificates in relation to the SPVs and cash. The Investment Manager holds any property deeds on behalf of the Company and the Administrator manages, subject to the overall control of the Board, the Company's bank accounts. The Company has therefore not appointed a custodian.

Registrar arrangements

The Company utilises the services of Computershare Investor Services (Jersey) Limited as registrar in relation to the transfer and settlement of Ordinary Shares held in certificated and uncertificated form. The Registrar maintains the Company's register of members in Jersey and ensures that it is available for inspection in accordance with the provisions of the Companies Law.

The Auditor

KPMG LLP provide audit services to the Group. The annual report and accounts are prepared according to accounting standards in line with IFRS. The role of the auditors is to carry out a review of and make a report on the amounts and disclosures made in the Company's financial information. This also includes an assessment of significant estimates and judgements made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed.

Annual expenses

The principal annual expenses of the Company are the fees payable to the Investment Manager, the Administrator and the Directors. The Company also incurs regulatory fees, insurance costs, professional fees, audit fees and other expenses. It is estimated that (on the basis that the Issues are fully subscribed) the total material expenses of the Company for the accounting period ending 31 December 2017 (excluding the costs of share issues and acquisitions, capital expenditure, irrecoverable asset running costs and the fee payable to the Investment Manager) are not expected to exceed approximately 0.2 per cent. of total assets of the Company, annualised over this period.

Discount management policy

Share buy backs

The Company has the authority to buy back, in the market, up to 14.99 per cent. per annum of its Ordinary Shares in issue immediately following the annual general meeting that was held on 25 April 2016. This authority will expire at the conclusion of the 2017 AGM or, if earlier, 18 months from the date of the special resolution.

The Board intends to seek renewal of this authority from Shareholders at each annual general meeting of the Company.

It is unlikely that the Directors will buy back any Ordinary Shares while the proceeds of the Issues are being invested. Thereafter, if the Board does decide that the Company should buy back Ordinary Shares, purchases will only be made through the market for cash at prices below the estimated prevailing Net Asset Value per Share and where the Board believes such purchases will result in an increase in the Net Asset Value per Share. Such purchases will only be made in accordance with the Companies Law and the Listing Rules, which currently provide that the maximum price to be paid per Ordinary Share must not be more than the higher of: (i) five per cent. above the average of the midmarket quotations of the Ordinary Shares for the five Business Days before the purchase is made; and (ii) the higher of the last independent trade and the highest current independent bid for the Ordinary Shares, the minimum price shall be one pence and any such purchases shall be within guidelines established from time to time by the Board which will take into account the income and cash flow requirements of the Company.

Tender offers

The Company may also make tender offers from time to time as part of its overall approach to discount management. As such, subject to certain limitations and the Board exercising its discretion to operate the tender offer on any relevant occasion, Shareholders may tender for purchase all or part of their holdings of Ordinary Shares for cash. Tender offers will, for regulatory reasons, not normally be open to Shareholders (if any) in Australia, Canada, Japan or the United States of America. Implementation of tender offers is subject to prior Shareholder approval.

In order to implement the tender offers it is likely that a market maker selected by the Board will, as principal, purchase the Ordinary Shares tendered at the tender price and will sell the relevant Ordinary Shares on to the Company at the same price by way of an on-market transaction, unless the Company has agreed with the market maker that the market maker may sell any of the Ordinary Shares in the market. The tender offers will be conducted in accordance with the Listing Rules and the rules of the London Stock Exchange.

In addition to the availability of the share purchase and tender facilities mentioned above, Shareholders may seek to realise their holdings through disposals in the market.

Prospective Shareholders should note that the exercise by the Board of the Company's powers to repurchase Shares either pursuant to a tender offer or the general buy back authority is entirely discretionary and they should place no expectation or reliance on the Board exercising such discretion on any one or more occasions. Moreover, prospective Shareholders should not expect as a result of the Board exercising such discretion to be able to realise all or part of their holding of Shares, by whatever means available to them, at a value reflecting their underlying Net Asset Value.

Treasury shares

The Company is permitted to hold Ordinary Shares acquired by way of market purchase in treasury, rather than having to cancel them. Such Ordinary Shares may be subsequently cancelled or sold for cash. Holding Ordinary Shares in treasury should give the Company the ability to sell Ordinary Shares from treasury quickly and in a cost efficient manner, and should provide the Company with additional flexibility in the management of its capital base. However, unless authorised by Shareholders by the appropriate special resolutions, in accordance with the Articles, the Company will not sell Ordinary Shares out of treasury for cash at a price below the prevailing Net Asset Value per Share unless they are first offered pro rata to existing Shareholders.

Capital structure

Share capital

The share capital of the Company consists solely of Ordinary Shares. At any general meeting of the Company each Shareholder will have, on a show of hands, one vote and, on a poll, one vote in respect of each Ordinary Share held.

Life of the Company

As the Company is a long-term investment vehicle it does not have a fixed life and the Articles do not provide for a scheduled winding up date.

Continuation vote

As part of the Company's discount control policies, if, in any financial year, the Ordinary Shares have traded, on average, at a discount in excess of ten per cent. to the Net Asset Value per Share, the Board will propose a special resolution at the Company's next annual general meeting that the Company ceases to continue in its present form.

If such a special resolution is passed (requiring the approval of at least 75 per cent. of the votes cast in respect of it), the Board will be required to put forward proposals to Shareholders at a general meeting of the Company, to be held within four months of the resolution being passed, to wind up or otherwise reconstruct the Company, bearing in mind the illiquid nature of the Company's underlying assets.

The discount prevailing on each Business Day will be determined by reference to the closing market price of Ordinary Shares on that day and the most recently published Net Asset Value per Share.

Further issues of Ordinary Shares

The Board may consider issuing further Ordinary Shares to fund any such further acquisitions of solar power assets when the Directors consider it to be in the best interests of the Shareholders to do so. The Board may also issue further Ordinary Shares to investors in South Africa. Unless otherwise approved by Shareholders, the Directors shall only allot and issue Ordinary Shares at prices which are not less than the published Net Asset Value of the Ordinary Shares.

The Listing Rules and the Articles confer rights of pre-emption in respect of the allotment and issue of the Ordinary Shares. Pursuant to a special resolution passed at the previous annual general meeting of the Company held on 25 April 2016, the Shareholders resolved to disapply the preemption rights in relation to the issue of up to ten per cent. of the number of Ordinary Shares in issue following that annual general meeting for the period concluding at the 2017 AGM or on the date falling 15 months after the passing of the resolution. The Directors intend to seek shareholder authority to allot and issue Shares on a non pre-emptive basis at the 2017 AGM and at each subsequent annual general meeting of the Company.

The Directors have also convened the General Meeting at which the Directors are seeking authority from Shareholders inter alia to issue up to 250 million New Shares on a non pre-emptive basis in relation to the Initial Placing, Offer, Private Placement and Share Issuance Programme.

Group structure

The Company is the holding company of the Subsidiary, Foresight Solar (UK Holdco) Ltd. Up to 31 March 2016, the Subsidiary invested in further holding companies (the "SPVs") which then invested in the underlying ground-based solar power plants. On 11 January 2016, the Subsidiary incorporated a subsidiary, FS Holdco Limited (Holding Subsidiary 1). On 31 March 2016, the Subsidiary transferred all equity investments and related shareholder loans in the SPVs to Holding Subsidiary 1 in consideration for 16 ordinary shares issued by Holding Subsidiary 1 and a loan receivable on a pari passu basis.

The Company currently makes its investments principally via Holding Subsidiary 1 and Holding Subsidiary 2 which are both wholly-owned by the Subsidiary, which is, in turn, wholly-owned by the Company. The Company controls the investment policy of the Subsidiaries to ensure that they comply with the investment policy of the Company and the investment restrictions that apply to the Company. The Company and the Subsidiary are both parties to the Investment Management Agreement. Holding Subsidiary 1 is the principal investment holding company for the Company and currently invests in 16 SPVs, each of which owns, directly or indirectly, a ground based solar power plant. FS Debtco, a wholly owned subsidiary of Holding Subsidiary 2, invests in two SPVs one of which owns Shotwick and the other owns Sandridge. Each of the SPVs is funded by way of equity and shareholder loans. Holding Subsidiary 1, is the borrower under the Term Loan Facilities and RCF 1 Facility. FS Debtco is the borrower under the RCF 2 Facility. Further details of the Subsidiary, Holding Subsidiary 1, Holding Subsidiary 2 and FS Debtco are set out in Part 10 of this document.

The structure to be used for any future acquisition of solar power plants will be reviewed at the time of acquisition and the Group may invest in solar assets by means of any structure which is considered to be appropriate in the circumstances of the proposed acquisition. Accordingly the Company may, without limit, incorporate further subsidiaries to hold solar power plants or may acquire the share capital of companies (in addition to the SPVs), partnership interests in partnerships or units in unit trusts (or similar vehicles) which own one or more solar power plants.

Net Asset Value publication and calculation

The Investment Manager is responsible for providing fair market valuations of the Group's assets based on discounted cash flow methodology in accordance with IFRS. In conjunction with the Investment Manager, the Administrator calculates the Net Asset Value and Net Asset Value per Ordinary Share as at the end of each quarter of the Company's financial year and reports such calculation to the Board for approval. The Board approves each quarterly Net Asset Value calculation. These calculations are reported quarterly to Shareholders and reconciled in the Company's annual report. The Net Asset Value is announced as soon as possible on a Regulatory Information Service, by publication on www.londonstockexchange.com and on the Company's website http://www.foresightgroup.eu/fsfl-home. Further information on the basis of, and assumptions used in, valuing the Group's assets is set out in Part 4 of this document.

The Company may, in accordance with its investment policy, hold minority stakes in SPVs and in these circumstances, the Investment Manager or the Administrator may not be in a position to confirm the completeness, genuineness or accuracy of such information or data, nor may such information be up to date by the time it has been received by the Company. In addition the financial reports are typically provided on a half yearly or quarterly basis only, and are generally issued one to four months after the end of the relevant quarter. Consequently, each quarterly Net Asset Value calculation will contain information that may be out of date, require updating or be incomplete. Shareholders should bear in mind that where the Company holds a minority stake in such company the actual Net Asset Values may be materially different from the quarterly estimates.

The calculation of the Net Asset Value per Share will only be suspended in circumstances where the underlying data necessary to value the investments of the Company cannot readily, or without undue expenditure, be obtained. Details of any suspension in making such calculations will be announced through a Regulatory Information Service.

Shareholder meetings, reports and accounts of the Company

All general meetings of the Company are held in Jersey. The Company holds an annual general meeting. This year's annual general meeting is expected to be held on 12 June 2017.

The Company's annual report and accounts are prepared up to 31 December each year. Copies of the annual report and accounts will be made public within the following four months and sent to all Shareholders as soon as possible thereafter. They are also made available on the Company's website http://www.foresightgroup.eu/fsfl-home. Shareholders will also receive an unaudited half yearly report covering the six months to 30 June each year. These are made public within the following three months and sent to Shareholders as soon as possible thereafter. They are made available on the Company's http://www.foresightgroup.eu/fsfl-home.

Accounting policies

The audited accounts of the Company are prepared in Sterling and in accordance with IFRS as adopted by the EU. Financial statements prepared by the Company in accordance with IFRS include a statement of comprehensive income, a balance sheet, a statement of changes in equity and cash flow statement.

The Company's management and administration fees, finance costs and all other expenses are charged through the statement of comprehensive income. Costs directly relating to the issue of new Ordinary Shares are charged to the Company's special reserve.

PART 6 THE INITIAL PLACING, OFFER AND PRIVATE PLACEMENT

Introduction

Under the Initial Placing, Offer and the Private Placement, subject to compliance with the Companies Law and the Articles, the Company is proposing to target an issue of New Shares in the UK, under the Initial Placing and Offer, and in South Africa, under the Private Placement, to raise Gross Proceeds in excess of £50 million in aggregate.

The JSE has granted approval to the Company for the Secondary Listing, under the fast-track listing process contemplated in Section 18 of the JSE Listing Requirements of all of the Ordinary Shares and any New Shares up to 250 million Ordinary Shares on the Main Board of the JSE with effect from the commencement of trade on 3 April 2017. The SARB has approved the Secondary Listing and has classified the inward listed Ordinary Shares as 'domestic' for South African exchange control purposes. Pursuant to the Private Placement in South Africa, New Shares will only be offered to selected persons in South Africa who fall within one of the specified categories listed in section 96(1) of the South African Companies Act, 71 of 2008 as amended. Following the Secondary Listing, the Ordinary Shares will be fully transferable between the UK and South African share registers.

The Initial Placing and Offer Price will be determined by the Board and will be at a premium to the published NAV per Share as at 23 February 2017 which was 105.6 pence. The premium will be intended to cover the direct costs of the issue of the New Shares. The Initial Placing and Offer Price will also take into account the prevailing price of the existing Shares in the market. The Initial Placing and Offer Price will be announced through an RIS on 14 March 2017.

The Private Placement Price at which the New Shares will be issued under the Private Placement will be equal to the ZAR equivalent of the Initial Placing and Offer Price determined on the basis of the ZAR/GBP spot rate at the closing of the Private Placement at 12.00 p.m. (SAST) on 29 March 2017 as quoted on Bloomberg. The Private Placement Price will be announced by the Company through SENS on 29 March 2017

The number of New Shares to be issued pursuant to the Initial Issues can be up to 250 million New Shares, in aggregate, at the discretion of the Company and the Bookrunners.

The New Shares issued pursuant to the Initial Issues will rank pari passu in all respects with the existing Ordinary Shares.

The New Shares will be entitled to receive the interim dividend of 1.55p per Ordinary Share in respect of the period from 1 October 2016 to 31 December 2016 which will be paid on 5 May 2017 provided the holders of the New Shares are on the Register on 7 April 2017.

The Initial Placing and the Offer are conditional, inter alia, on:

(i) the Issue Resolution being passed at the General Meeting;
(ii) the Placing Agreement becoming wholly unconditional (save as to Initial Admission, the JSE Admission and each subsequent Admission under the Placing Programme) and not having been terminated in accordance with its terms prior to Initial Admission; and
(iii) Initial Admission occurring by 8.00 a.m. on 31 March 2017 (or such later date as the Company, Stifel, JPMC and RMB may agree in writing, being not later than 8.00 a.m. 30 April 2017).

The Private Placement is conditional on:

(i) the conditions to the Initial Placing and Offer being satisfied; and
(ii) the JSE Admission in respect of the New Shares issued pursuant the Initial Issues occurring by the commencement of trading on the JSE on 3 April 2017 (or such later date as the Company and RMB may agree in writing, being not later than the commencement of trading on the JSE on 30 April 2017).

It is currently intended that the net proceeds of the Initial Placing, Offer and Private Placement will be used to repay the Revolving Credit Facilities either in full or in part in the first instance. The Group may then draw down again under the Revolving Credit Facilities and/or it may use any remaining net proceeds from the Initial Issues to invest in or commit to further ground based solar power plants in accordance with the Company's investment policy. There is no minimum amount required to be raised under the Initial Placing, Offer and Private Placement. The Initial Issues are not being underwritten.

The Directors believe that the profile of a typical investor in the Company is an institution, sophisticated investor or professionally advised private client who is seeking a sustainable and inflation-linked quarterly dividend together with capital preservation from investing in a diversified portfolio of predominantly UK ground based solar PV assets who understand and accept the risks inherent in the Company's investment policy.

The Initial Placing

Stifel and JPMC have agreed under the Placing Agreement to use their reasonable endeavours to procure Placees for New Shares at the Initial Placing and Offer Price. Details of the Placing Agreement are set out in paragraph 8.1 of Part 10 of this document.

The total number of New Shares issued under the Initial Placing will be determined by the Company, Stifel, JPMC and RMB, after taking into account demand for the New Shares in the UK and South Africa, prevailing market conditions and the acquisition costs of assets that the Investment Manager has identified as being suitable for purchase by the Company. The results of the Initial Placing (together with the results of the Private Placement and the Offer) will be announced via an RIS. The results of the Private Placement will also be announced via SENS in South Africa.

The Initial Placing will close at 11.00 a.m. on 29 March 2017 (or such later date, not being later than 30 April 2017, as the Company, Stifel, JPMC and RMB may agree). If the Initial Placing is extended, the revised timetable will be notified via an RIS.

The procedure for, and the terms and conditions of, application under the Initial Placing are set out in Part 11 of this document.

Commitments under the Initial Placing, once made, may not be withdrawn without the consent of the Directors.

Offer for Subscription

The Directors are also proposing to offer New Shares under the Offer for Subscription. The Offer for Subscription is being made in the UK only. The public generally (unless they are located or resident outside the UK) may apply for New Shares through the Offer for Subscription.

Applicants under the Offer for Subscription must specify a fixed sum in Sterling, being the aggregate subscription price for the New Shares for which they wish to apply at the Initial Placing and Offer Price. The aggregate subscription amount is payable in full on application. Individual applications must be for a minimum of £1,000 and applications in excess of that amount should be made in multiples of £100, although the Board may accept applications below the minimum amounts stated above in their absolute discretion. Multiple subscriptions under the Offer for Subscription by individual investors will not be accepted. Fractions of a New Share will not be issued.

The procedure for, and the terms and conditions of, application under the Offer for Subscription are set out in Part 12 of this document and an Application Form for use under the Offer for Subscription is set out at the end of this document.

Completed Application Forms and the accompanying payment in relation to the Offer for Subscription must be posted to Computershare, Corporate Actions Projects, Bristol BS99 6AH so as to be received by no later than 11.00 a.m. on 28 March 2017.

Commitments under the Offer for Subscription, once made, may not be withdrawn without the consent of the Directors.

The Private Placement

RMB has agreed under the Placing Agreement to use its reasonable endeavours to procure investors in South Africa for New Shares at the Private Placement Price. Details of the Placing Agreement are set out in paragraph 8.1 of Part 10 of this document.

The total number of New Shares issued under the Private Placement will be determined by the Company, RMB, Stifel and JPMC after taking into account the demand for the New Shares in the UK and South Africa, prevailing market conditions and the acquisition costs of assets that the Investment Manager has identified as being suitable for purchase by the Company.

The Private Placement will close at 12.00 p.m. (SAST) on 29 March 2017 and the results will be announced via SENS together with the results of the Initial Placing and Offer. The results of the Initial Issues will also be announced via an RIS. The procedure for and the terms and conditions of application under the Private Placement are set out in the JSE Pre-listing Announcement. Pursuant to the Private Placement the New Shares will be issued in ZAR and repatriated into Sterling.

It is expected that dealings in the New Shares on the JSE will commence 9.00 a.m. on 3 April 2017.

Admission and dealings in the UK

Applications will be made to the FCA for admission of the New Shares to the premium listing segment of the Official List. Applications will also be made to the London Stock Exchange for the New Shares to be admitted to trading on the Main Market. It is expected that Initial Admission will become effective and that unconditional dealings in the New Shares will commence on the Main Market at 8.00 a.m. (London time) on 31 March 2017. Application for the admission of the New Shares to the Main Board of the JSE will be made simultaneously. Accordingly the New Shares will be fully transferable between the UK and South African share registers.

The Initial Placing and Offer Shares will be issued in registered form and may be held in certificated or uncertificated form. The Initial Placing and Offer Shares allocated will be issued through the CREST system unless otherwise stated. The Initial Placing and Offer Shares will be eligible for settlement through CREST with effect from Initial Admission.

The Company will arrange for CREST to be instructed to credit the appropriate CREST accounts of the applicants concerned or their nominees with their respective entitlements to the Initial Placing and Offer Shares. The names of applicants or their nominees that invest through their CREST accounts will be entered directly on to the share register of the Company.

Dealings in the Initial Placing and Offer Shares in advance of the crediting of the relevant stock account shall be at the risk of the person concerned.

The New Shares issued under the Initial Placing and Offer will be denominated in Sterling.

Admission and dealings in South Africa

Applications will be made to the JSE for admission of the New Shares to be issued pursuant to the Private Placement to the Main Board of the JSE and it is expected that JSE Admission will become effective and that unconditional dealings in the New Shares will commence on the JSE at 9.00 a.m. (SAST) on 3 April 2017. The New Shares issued and traded on the JSE will be denominated in ZAR.

The admission of the New Shares to the Official List, the Main Market and the Main Board of the JSE will be made simultaneously. The New Shares will be fully transferable between the Company's UK and South African share registers.

The New Shares to be issued in South Africa will be issued in dematerialised form only. Shares may only be traded on the exchange operated by the JSE in electronic form as dematerialised shares and will trade for electronic settlement in terms of the Strate system immediately following the Secondary Listing.

Transfer

The transfer of the Initial Placing and Offer Shares outside the CREST system should be arranged directly through the Registrar by completing and lodging an appropriate stock transfer form. However, an investor's beneficial holding held through the CREST system may rematerialise, in whole or in part, only upon the specific request of a beneficial owner to CREST through submitting a stock withdrawal form for share certificates or an uncertificated holding in definitive registered form.

If an applicant or transferee requests Initial Placing and Offer Shares to be issued in certificated form and is holding such Initial Placing and Offer Shares outside CREST, a share certificate will be despatched either to it or its nominated agent (at its own risk) within ten days of completion of the registration process or transfer, as the case may be, of the Initial Placing and Offer Shares. Investors holding a definitive certificate may elect at a later date to hold their Initial Placing and Offer Shares through CREST.

Scaling back

In the event that the number of New Shares applied for under the Initial Issues would result in the Company receiving net proceeds which are in excess of the size of the Initial Issues then it would be necessary to scale back applications under the Initial Placing, Offer and Private Placement. Stifel, JPMC and RMB reserve the right, at their sole discretion but after consultation with the Company and the Investment Manager, to scale back applications in such amounts as they consider appropriate. The Company reserves the right to decline in whole or in part an application for New Shares pursuant to the Initial Placing, Offer and Private Placement. Accordingly, applicants for New Shares may, in certain circumstances, not be allotted the number of New Shares for which they applied.

Costs

The costs of the Initial Issues are dependent on subscriptions received, the Initial Placing and Offer Price and the Private Placement Price. It is estimated that the fixed costs of the Initial Placing, the Offer and the Private Placement to be incurred by the Company (which will principally relate to the preparation of this document and the Circular) will, in aggregate, be approximately £562,000. These expenses will be met out of the Gross Proceeds of the Initial Issues.

Commissions

Stifel, JPMC and RMB will be entitled to a commission payable by the Company in connection with monies raised under the Initial Placing and Offer and the Private Placement. No commissions are payable by the Company to Placees under the Initial Placing and Offer. Stifel, JPMC and RMB are entitled, at their discretion and out of their own resources, at any time to rebate to some or all investors, or to other parties, all or any part of any fee or commissions received by them relating to the Initial Placing and Offer and/or the Private Placement.

Dilution

Existing Shareholders are not obliged to participate in the Issues. However, those Shareholders who do not participate in the Issues will suffer a dilution to the percentage of the issued share capital that their current holding represents based on the actual number of New Shares issued. Assuming 250 million New Shares are issued, Shareholders will suffer a dilution of approximately 42 per cent. to their existing percentage holdings.

The Initial Placing and Offer Price and the Private Placing Price will be set by the Board at a premium to the Net Asset Value per Share, as at 23 February 2017 which was 105.6 pence. The Private Placement Price will be equal to the ZAR equivalent of the Initial Placing and Offer Price determined on the basis of the ZAR/GBP spot rate at the closing of the Private Placement at 12.00 p.m. (SAST) on 29 March 2017 as quoted on Bloomberg. The Initial Placing and Offer Price will be published via an RIS in the UK on 14 March 2017. The Private Placement Price will be published via SENS in South Africa on 29 March 2017. The premium is intended to cover the costs of the issue of New Shares under the Initial Issues and will take into account the prevailing price of the existing Ordinary Shares in the market. However, it is likely that, assuming full market standard costs of acquiring the UK ground based solar power plants, the Initial Placing and Offer Price and the Private Placement Price will not necessarily cover the full costs of the relevant issue and the costs associated with acquiring any power plants with the proceeds of the Issues. The Net Asset Value will, therefore, be reduced to the extent such costs are incurred and not covered.

Overseas investors

The attention of persons resident outside the UK is drawn to the notices to investors set out on pages 151 to 152 of this Prospectus which set out restrictions on the holding of Ordinary Shares by such persons in certain jurisdictions. The attention of South African investors is drawn to the JSE Pre-Listing Announcement.

Investors should note that the Ordinary Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and the Company has not registered, and does not intend to register, as an investment company under the U.S. Investment Company Act. Accordingly, the Ordinary Shares may not be offered, sold, pledged or otherwise transferred or delivered within the United States or to, or for the account or benefit of, any U.S. Persons except in a transaction meeting the requirements of an applicable exemption from the registration requirements of the U.S. Securities Act.

Money laundering

Pursuant to anti-money laundering laws and regulations with which the Company must comply in the UK, any of the Company and its agents, including the Administrator, the Registrar, the Receiving Agent, the Investment Manager and the Placing Agent may require evidence in connection with any application for Ordinary Shares, including further identification of the applicant(s), before any Ordinary Shares are issued.

Each of the Company and its agents, including the Administrator, the Registrar, the Receiving Agent, the Investment Manager and Stifel reserves the right to request such information as is necessary to verify the identity of a Shareholder or prospective Shareholder and (if any) the underlying beneficial owner or prospective beneficial owner of a Shareholder's Ordinary Shares. In the event of delay or failure by the Shareholder or prospective Shareholder to produce any information required for verification purposes, the Board, in consultation with any of the Company's agents, including the Administrator, the Registrar, the Receiving Agent, the Investment Manager and Stifel, may refuse to accept a subscription for Ordinary Shares, or may refuse the transfer of Ordinary Shares held by any such Shareholder.

ISA, SSAS and STPP

General

For the 2016/2017 tax year NISAs will have an overall subscription limit of £15,240 all of which can be invested in stocks and shares, such as the Ordinary Shares.

Sums received by a Shareholder on a disposal of Ordinary Shares will not count towards the Shareholder's annual limit but the Shareholder will not be able to reinvest the sums if the overall subscription limit of £15,240 has already been utilised by the Shareholder in the tax year. Individuals wishing to invest in Ordinary Shares through an NTSA should contact their professional advisers regarding their eligibility.

Offer for Subscription

Ordinary Shares allotted under the Offer for Subscription will be eligible for inclusion in an ISA subject to the applicable subscription limits to new investments into an ISA, as set out above, being complied with.

Initial Placing

Ordinary Shares allotted under the Initial Placing, subject to applicable subscription limits as set out above, are not eligible for inclusion in an ISA.

Secondary market purchases

Ordinary Shares acquired by an account manager by purchase in the secondary market, subject to applicable subscription limits, as set out above, will be eligible for inclusion in an ISA.

UK small self-administered schemes and self-invested personal pensions

The Ordinary Shares will be eligible for inclusion in a UK SSAS or a UK SIPP.

Subscriber warranties

Each subscriber of Ordinary Shares in the Issues and each subsequent investor in the Ordinary Shares will be deemed to have represented, warranted, acknowledged and agreed as follows:

1. it is not a U.S. Person, is not located within the United States and is not acquiring the Ordinary Shares for the account or benefit of a U.S. Person;
1. it is acquiring the Ordinary Shares in an offshore transaction meeting the requirements of Regulation S;
1. it acknowledges that the Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration or an exemption from registration under the U.S. Securities Act;
1. it acknowledges that the Company has not been registered under the U.S. Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the U.S. Investment Company Act;
1. no portion of the assets used to purchase, and no portion of the assets used to hold, the Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of an "employee benefit plan' as defined in section 3(3) of ERISA that is subject to Title I of ERISA; (ii) a '"plan" as defined in section 4975 of the Code, including an individual retirement account or other arrangement that is subject to section 4975 of the Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or section 4975 of the Code. In addition, if an investor is a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or section 4975 of the Code, its purchase, holding, and disposition of the Ordinary Shares must not constitute or result in a non-exempt violation of any such substantially similar law:
1. that if any Ordinary Shares are being offered under Regulation S are issued in certificated form, then such certificates evidencing ownership will contain a legend substantially to the following effect unless otherwise determined by the Company in accordance with applicable law:

FORESIGHT SOLAR FUND LIMITED (THE "COMPANY") HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "U.S. INVESTMENT COMPANY ACT"). IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE U.S. SECURITIES ACT OR AN EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES WHICH WILL NOT REQUIRE THE COMPANY TO REGISTER UNDER THE U.S. INVESTMENT COMPANY ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.

if in the future the subscriber decides to offer, sell, transfer, assign or otherwise dispose of the Ordinary Shares, it will do so only in compliance with an exemption from the registration requirements of the U.S. Securities Act and under circumstances which will not require the Company to register under the U.S. Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Articles;
1. it is purchasing the Ordinary Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Ordinary Shares in any manner that would violate the U.S. Securities Act, the U.S. Investment Company Act or any other applicable securities laws;
1. it acknowledges that the Company reserves the right to make enquiries of any holder of the Ordinary Shares or interests therein at any time as to such person's status under the U.S. federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the U.S. securities laws to transfer such Ordinary Shares or interests in accordance with the Articles;
1. it is entitled to acquire the Ordinary Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the Ordinary Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Investment Manager, Stifel, JPMC, RMB, or their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Issues or its acceptance of participation in the Issues;
1. it has received, carefully read and understands this prospectus, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Prospectus or any other presentation or offering materials concerning the Ordinary Shares to within the United States or to any U.S. Persons, nor will it do any of the foregoing;
1. if it is acquiring any Ordinary Shares as a fiduciary or agent for one or more accounts, the investor has sole investment discretion with respect to each such account and full power and authority to make, and does make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account; and
1. the Company, the Investment Manager, Stifel, JPMC and RMB and their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements.

If any of the representations, warranties, acknowledgments or agreements made by the investor are no longer accurate or have not been complied with, the investor will immediately notify the Company.

PART 7 THE PLACING PROGRAMME

The Placing Programme

Following the Initial Issues, the Directors intend to implement the Placing Programme. Conditional on the Issue Resolution being passed, the Directors will be authorised to issue up to 250 million New Shares pursuant to the Placing Programme less any such New Shares issued pursuant to the Initial Issues without having to first offer those New Shares to existing Shareholders. The Placing Programme is being implemented to enable the Company to raise additional capital in the UK and South Africa in the period from 4 April 2017 to 2 March 2018 as and when it identifies suitable assets for acquisition. This should, in turn, enable the Investment Manager to act opportunistically, by making a series of accretive acquisitions whilst also mitigating the risk of cash drag on Shareholders' funds.

The net proceeds of the Placing Programme are dependent, inter alia, on subscriptions received. Assuming that Gross Proceeds of £50 million are raised under the Initial Issues and Gross Proceeds of a further £200 million are raised under the Placing Programme, the net proceeds would be approximately £249.4 million with expenses (including any commission) of approximately £5.6 million. These expenses will be met out of the Gross Proceeds of the Issues.

The Directors intend to apply the net proceeds of the Placing Programme in making investments in accordance with the Company's investment policy as and when such opportunities arise. The Placing Programme is not being underwritten. The issue of New Shares pursuant to the Placing Programme is at the discretion of the Directors in conjunction with Stifel, JPMC and RMB.

In the event that there are any significant changes affecting any of the matters described in this document or where any significant new matters have arisen after the publication of this document and prior to Admission of the New Shares issued pursuant to the Placing Programme, the Company will publish a supplementary prospectus. Any supplementary prospectus published will give details of the significant change(s) or the significant new matter(s). Otherwise the Prospectus will not be updated but investors should refer to the Company's announcements made through a Regulatory Information Service.

Conditions

Each issue pursuant to the Placing Programme is conditional, inter alia, on the following:

(i) the Issue Resolution having been passed at the General Meeting;
(ii) the relevant Placing Programme Price being determined by the Directors in conjunction with Stifel, JPMC and RMB as described below;
(iii) Admission and/or JSE Admission of the New Shares issued pursuant to such issue under the Placing Programme;
(iv) a valid supplementary prospectus being published by the Company if such is required by the Prospectus Rules; and
(v) the Placing Agreement becoming unconditional in respect of each Issue and not having been terminated in accordance with its terms prior to such Admission and/or JSE Admission.

In circumstances where these conditions are not fully met, the relevant issue of New Shares pursuant to the Placing Programme will not take place.

New Shares issued under the Placing Programme will rank pari passu with the Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid by reference to a record date prior to the issue of the relevant New Shares).

Placing Programme Price

The Placing Programme Price will be determined by the Company and will be at a premium to the Net Asset Value per Share in respect of each issue under the Placing Programme.

The Directors will determine the Placing Programme Price in respect of each issue on the basis described above with the premium being intended to cover the estimated costs and expenses of each issue under the Placing Programme. In determining the Placing Programme Price, the Directors will also take into consideration, inter alia, the prevailing market conditions at that time.

The Placing Programme Price will be announced through an RIS and on SENS as soon as is practicable in conjunction with each issue under the Placing Programme.

Admission and dealing in the UK

Applications will be made to the FCA for admission of the New Shares to the Official List. Applications will also be made to the London Stock Exchange for the New Shares to be admitted to trading on the Main Market through the period from 4 April 2017 to 2 March 2018.

The New Shares will be issued in registered form and may be held in uncertificated form. The New Shares allocated will be issued to Placees through the CREST system unless otherwise stated. The New Shares will be eligible for settlement through CREST with effect from Admission.

The Company will arrange for CREST to be instructed to credit the appropriate CREST accounts of the Placees concerned or their nominees with their respective entitlements to the New Shares. The names of Placees or their nominees that invest through their CREST accounts will be entered directly on to the share register of the Company.

Dealings in the New Shares in advance of the crediting of the relevant stock account shall be at the risk of the person concerned.

The New Shares issued and traded on the LSE will be denominated in Sterling.

Admission and dealing in South Africa

Applications will be made to the JSE for admission of the New Shares to be issued pursuant to the private placements, in the South Africa, under the Placing Programme to the Main Board of the JSE. Under the Placing Programme, in South Africa, applications will be made to the JSE, at the time of each private placement, for the admission of New Shares to the Main Board of the JSE throughout the period from 4 April 2017 to 2 March 2018. The New Shares issued and traded on the JSE will be denominated in ZAR. The New Shares will be fully transferable between the UK and South African share registers.

Scaling back

Conditional on the Issue Resolution being passed, the Directors will be authorised to issue up to 250 million New Shares pursuant to the Issues. In the event that the aggregate applications under the Initial Placing and Offer and the Placing and the Share Issuance Programme were to exceed 250 million New Shares or would result in the Company receiving net proceeds which are significantly in excess of the estimated costs of assets that the Investment Manager has identified for acquisition at the time of such Issue, then it would be necessary to scale back applications under the Placing Programme. The Bookrunners reserve the right, at their sole discretion, but after consultation with the Company, to scale back applications in such amounts as they consider appropriate. The Company reserves the right to decline in whole or in part an application for New Shares pursuant to the Placing Programme. Accordingly, applicants for Shares may, in certain circumstances, not be allotted the number of Shares for which they applied.

Subscriber warranties

Each subscriber of Ordinary Shares in the Issues and each subsequent investor in the Ordinary Shares will be deemed to have represented, warranted, acknowledged and agreed as follows:

1. it is not a U.S. Person, is not located within the United States and is not acquiring the Ordinary Shares for the account or benefit of a U.S. Person;
1. it is acquiring the Ordinary Shares in an offshore transaction meeting the requirements of Regulation S;
1. it acknowledges that the Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration or an exemption from registration under the U.S. Securities Act;
1. it acknowledges that the Company has not been registered under the U.S. Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the U.S. Investment Company Act;
1. no portion of the assets used to purchase, and no portion of the assets used to hold, the Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of an "employee benefit plan" as defined in section 3(3) .of ERISA that is subject to Title I of ERISA; (ii) a "plan" as defined in section 4975 of the Code, including an individual retirement account or other arrangement that is subject to section 4975 of the Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or section 4975 of the Code. In addition, if an investor is a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or section 4975 of the Code, its purchase, holding, and disposition of the Ordinary Shares must not constitute or result in a non-exempt violation of any such substantially similar law;
1. that if any Ordinary Shares being offered under Regulation S are issued in certificated form, then such certificates evidencing ownership will contain a legend substantially to the following effect unless otherwise determined by the Company in accordance with applicable law:

1. if in the future the investor decides to offer, sell, transfer, assign or otherwise dispose of the Ordinary Shares, it will do so only in compliance with an exemption from the registration requirements of the U.S. Securities Act and under circumstances which will not require the Company to register under the U.S. Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Articles;
1. it is purchasing the Ordinary Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not

with a view to or for sale or other transfer in connection with any distribution of the Ordinary Shares in any manner that would violate the U.S. Securities Act, the U.S. Investment Company Act or any other applicable securities laws;

1. it acknowledges that the Company reserves the right to make inquiries of any holder of the Ordinary Shares or interests therein at any time as to such person's status under the U.S. federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the U.S. securities laws to transfer such Ordinary Shares or interests in accordance with the Articles;
1. it is entitled to acquire the Ordinary Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the Ordinary Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Investment Manager or Stifel, or their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Issue or its acceptance of participation in the Issues;
1. it has received, carefully read and understands this prospectus, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this prospectus or any other presentation or offering materials concerning the Ordinary Shares to within the United States or to any U.S. Persons, nor will it do any of the foregoing;
1. if it is acquiring any Ordinary Shares as a fiduciary or agent for one or more accounts, the investor has sole investment discretion with respect to each such account and full power and authority to make, and does make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account; and
1. the Company, the Investment Manager and Stifel and their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements.

If any of the representations, warranties, acknowledgments or agreements made by the investor are no longer accurate or have not been complied with, the investor will immediately notify the Company.

PART 8 FINANCIAL INFORMATION

1. Introduction

Statutory, published audited and consolidated accounts of the Company for the three financial years ended 31 December 2014, 31 December 2015 and 31 December 2016 in respect of which the Company's auditors, KPMG LLP, 15 Canada Square, Canary Wharf, London E14 5GL, who are members of the Institute of Chartered Accountants in England and Wales, made an unqualified report, are incorporated by reference into this document and are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Dickson Minto W.S., Broadgate Tower, 20 Primrose Street, London EC2A 2EW and from the registered office of the Company, Elizabeth House, 9 Castle Street, St. Helier, Jersey JE2 3RT.

Save for the historical information of the Company for the period ended 31 December 2014, 31 December 2015 and 31 December 2016 set out, or incorporated by reference, in paragraph 2 of this Part 8 of the Prospectus, none of the information in this Prospectus has been audited. Unless otherwise indicated, all unaudited financial information relating to the Company contained in this document has been sourced, without material adjustment, from the internal accounting records of the Company which are maintained by the Administrator on the Company's behalf on a basis consistent with the Company's accounting policies.

2. Historical financial information

Historical financial information relating to the Company on the matters referred to below is included in the published annual report and audited accounts of the Company for the period 13 August 2013 to 31 December 2014 and the two financial years ended 31 December 2015 and 31 December 2016 as set out in the table below and is expressly incorporated by reference into this document. For accounting periods commencing on or after 1 January 2016, amendments to IFRS 10 ("Consolidated Financial Statements") and IAS 28 ("Investment in Associates") became effective. The amendments to IFRS 10 clarify that an investment entity should consolidate a subsidiary which is not an investment entity and whose main purpose and activity is to provide services in support of the investment entity's investment activities. However, the amendments confirm that if the subsidiary is itself an investment entity, the investment entity parent should measure its investment in the subsidiary at fair value through profit or loss. This approach is required regardless of whether the subsidiary provides investment-related services to the parent or to third parties. This means that the Company will need to value its holding in the Subsidiary at fair value through profit or loss rather than consolidating its holding in the Subsidiary. The Company has therefore restated its comparative figure for the year ended 31 December 2015 in the statutory accounts for the year ended 31 December 2016 to no longer consolidate its holding in the Subsidiary, but rather value its holding at fair value through profit or loss. The non-incorporated parts of these annual reports and accounts and interim report and accounts of the Company are either not relevant to investors or covered elsewhere in the Prospectus.

	Statutory Accounts for
	Period ended 31 December 2014	Year ended 31 December 2015	Year ended 31 December 2016
Nature of information
Financial Highlights	1	2	2
Independent Auditor's Report	28-29	33-34	43-44
Statement of Comprehensive Income	30	36	45
Statement of Financial Position	31	37	46
Statement of Change in Equity	32	38	47
Statement of Cash Flows	33	39	48
Notes to the financial statements	34-52	40-60	49-67

3. Selected financial information

The information in this paragraph 3 is information regarding the Company which has been prepared by the Company and has been extracted directly from the historical financial information referred to in paragraph 2 of this Part 8.

Selected historical financial information for the period ended 31 December 2014 has been extracted from the Company's statutory accounts for that period.

Selected historical financial information for the year ended 31 December 2015 has been extracted as follows:

In the case of column (A) in the table below, from the Company's statutory accounts for that year.
In the case of column (B) in the table below, from the restated comparatives for 2015 as set out in the Company's statutory accounts for the year ended 31 December 2016.

Selected historical financial information for the year ended 31 December 2016 has been extracted from the Company's statutory accounts for that year.

Selected historical financial information for the period ended 31 December 2014 and for the year ended 31 December 2015 set out in column (A) is not directly comparable with the selected historical financial information for the year ended 31 December 2015 set out in column (B) or for the year ended 31 December 2016 set out in the table below, on the basis that the restated comparatives for the year ended 31 December 2015 set out in column (B) and the selected historical financial information for the year ended 31 December 2016 have been prepared on an unconsolidated basis as a result of the amendments to IFRS 10, referred to in paragraph 2 of this Part 8.

	Period ended 31 December 2014	Year ended 31 December 2015 (A)	Year ended 31 December 2015(B)	Year ended 31 December 2016
Net asset value
Total assets (£'000)	264,595	439,258	279,382	350,886
Total equity (£'000)	209,832	279,106	279,106	350,770
Net asset value per Ordinary Share	£1.01	99.0p	99.04p	102.88p
Consolidated income statement
Total revenue (£'000)	13,560	23,072	18,500	34,237
Total expenditure (£'000)	5,453	7,189	3,286	3,498
Earnings per Ordinary Share	5.90p	5.91p	5.91p	10.38p

4. Operating and financial review

A description of changes in the performance of the Company, both capital and revenue, and changes to the Company's portfolio of investments is set out in the sections headed "Chairman's Statement", "Portfolio Investment Summary" and "Investment Manager's Report" in the published, audited and consolidated accounts of the Company as follows and are expressly incorporated by reference into this document:

	Statutory Accounts for
	Period ended 31 December	Year ended 31 December	Year ended 31 December
	2014	2015	2016
Nature of information	Page No.	Page No.	Page No.
Chairman's Statement	3	4	4
Investment Summary	5	6	10-18
Investment Manager's Report	11-16	14-23	19-31

5. Significant change

Since 31 December 2016 (being the last financial period of the Company for which financial information has been published), there has been no significant change in the financial or trading position of the Company other than in relation to the acquisitions of Shotwick and Sandridge, including the entering into of the RCF 2 Agreement, which completed on 3 February 2017 and 23 February 2017 respectively.

6. Capitalisation and indebtedness

The following table shows sets out the capitalisation and indebtedness of the Company as at 31 December 2016 (the last date in respect of which financial information on the Company has been published), which has been prepared on an unconsolidated basis for the reasons explained in paragraph 2 of this Part 8:

	As at 31 December 2016 £'000
Total current debt: — Guaranteed — Secured — Unguaranteed/unsecured	(audited) — — —
Total non-current debt (excluding current portion of long-term debt): — Guaranteed — Secured — Unguaranteed/unsecured	— — —
Shareholders' Equity: — Share capital — Legal reserve — Other reserves	— 339,003 —
Total equity	339,003

Legal reserve represents the stated capital of the Company.

Capitalisation does not include retained earnings.

The following table shows the Company's net financial liquidity as at 31 December 2016.

	As at 31 December 2016 £'000 (audited)
Cash Cash in escrow Trading securities	— 39,380 —
Liquidity	39,380
Current financial receivables	—
Current bank debt Current portion of non-current debt Other current financial debt	— — —
Current financial indebtedness	—
Net current financial liquidity	—
Not-current bank loans Bonds issued Other non-current loans	— — —
Non-current financial indebtedness	—
Net financial liquidity	39,380

As at 31 December 2016, the Company had the following indirect indebtedness via its indirect wholly owned subsidiary, Holding Subsidiary 1, which has not been consolidated and reflected in the table above.

At 31 December 2016, Holding Subsidiary 1 had current portion of secured bank debt of £5,799,451 and secured non-current bank debt of £192,520,571.

Assets secured comprise the solar PV assets held by the SPVs.

7. Working Capital

The Company is of the opinion that the working capital available to the Group is sufficient for the Group's present requirements that is for at least the next twelve months from the date of this document.

8. Net asset value

The Net Asset Value per Ordinary Share as at 23 February 2017 was 105.6 pence.

9. Capital resources

The Company currently has 340,950,912 Ordinary Shares in issue. The Company does not hold any Ordinary Shares in treasury. As at 23 February 2017 the Group had cash, held in sterling, available of approximately £4,170,000.

The Company's source of funds is its loan interest receivable from loan notes and shareholder loans provided to the SPVs, which was approximately £33,044,000 for the financial year to 31 December 2016. The Company's principal expenditure consists of the fees payable to the Investment Manager, the Administrator and the Directors. Its total expenditure for the period to 31 December 2016 was approximately £3,498,000.

The Company also has in place the £160 million Term Loan Facilities £158 million of which has been drawn down. In addition, the Company has entered into the Revolving Credit Facilities under which it has drawn down approximately £95 million. As at 23 February 2017 (the latest practicable date prior to the publication of this document) the Group's gearing level was 41.3 per cent.

PART 9 TAXATION

General

The following paragraphs are intended as a general guide only to Jersey taxation issues and UKtaxation issues and are based on the laws and regulations in force as at the date of this document, which are in principle subject to change at any time. They summarise advice received by the Board as to the position of Shareholders who are resident or ordinarily resident in Jersey or the United Kingdom for tax purposes, who are the absolute beneficial owners of their Shares and who hold their Shares as an investment. Certain Shareholders, such as dealers in securities., insurance companies and collective investment vehicles, may be taxed differently and are not considered below.

If you are in any doubt as to your tax position or you are subject to tax in a jurisdiction outside the UK, you should consult an appropriate professional adviser without delay.

Jersey taxation

The Company

The Company will be tax resident in Jersey by virtue of incorporation. Under the Income Tax (Jersey) Law 1961 (as amended (the "Tax Law"), as a Jersey resident company, the Company will be liable to tax in Jersey at the standard rate of zero per cent. There are certain exemptions to this rate including, namely: (i) companies which are regulated by the Jersey Financial Services Commission under certain sections of the Financial Services (Jersey) Law 1998, the Banking Business (Jersey) Law 1991 or the Collective Investment Funds (Jersey) Law 1988, shall be subject to income tax at a rate of 10 per cent. (these companies are defined as "financial services companies" in the Tax Law); (ii) specifically identified utility companies shall be subject to income tax at a rate of 20 per cent. (these companies are defined as "utility companies" in the Tax Law); (iii) any income derived from the ownership or disposal of land in Jersey shall be subject to income tax at a rate of 20 per cent.; (iv) annual profits or gains arising from the trade of exploitation of land including quarrying are subject to fax at 20 per cent.; and (v) annual profits arising from the trade of importing and supplying hydrocarbon oil will be subject to tax at 20 per cent. However it is likely the Jersey tax rate applicable to all the activities of the Company will be 0 per cent.

Jersey currently does not levy taxes upon capital inheritances, capital gains, gifts, sales or turnover (unless the varying of investments and the turning of such investments to account is a business or part of a business), nor are there any estate duties (save for registration fees and ad valorem duty for a Jersey Grant of Representation where the deceased dies leaving assets in Jersey which require presentation of such a Grant).

No stamp duty or other taxes are chargeable in Jersey on the issue, transfer, disposal, conversion or redemption of Shares.

Shareholders

Shareholders not resident in Jersey for tax purposes will not be subject to income tax in Jersey and will receive dividends without deduction of Jersey income tax. Any Shareholders who are resident for tax purposes in the Island of Jersey will be subject to income tax in Jersey on any dividends paid on Shares owned by them but will suffer no deduction of tax by the Company from any such dividends payable by the Company.

The Company is required to provide the Comptroller of Taxes in Jersey with such particulars relating to any distribution paid to Jersey resident Shareholders including the names and addresses of the Jersey resident Shareholders, the gross amount of any distribution paid and the date of the payment. Shareholders resident in Jersey should note that where income is not distributed but is accumulated, then a tax charge should not arise although any Jersey resident investor should take note of the antiavoidance provisions within the Tax Law.

The Comptroller of Taxes can require the Company to provide the name and address of every Jersey resident who, on a specified date, has a beneficial interest in Shares in the Company, with details of the interest.

Shareholders are not subject to tax in Jersey as a result of purchasing, owning or disposing of Shares or either participating or choosing not to participate in a redemption of Shares.

UK taxation

The Company

The Directors intend that the affairs of the Company should be managed and conducted so that it does not become resident in the UK for UK taxation purposes. Accordingly, and provided that the Company does not carry on a trade in the UK through a permanent establishment, the Company should not be subject to UK income tax or corporation tax on its profits other than on any UK source income. Certain interest and other income received by the Company which has UK source may be subject to withholding taxes in the UK.

The Subsidiary and the SPVs

The Subsidiary and SPVs are liable to UK corporation tax on their income although dividend income may be exempt from tax, UK Corporation tax is currently 20 per cent. but falling to 19 per cent. on 1 April 2017 and 17 per cent. on 1 April 2020 (as introduced by the Finance Bill 2016). Income arising from overseas investments may be subject to foreign withholding taxes at varying rates, but double taxation relief may be available. The SPVs are expected to claim tax relief for some or all of the interest on loans and also capital allowances on qualifying expenditure. The Subsidiary, the Purchaser SPVs and the SPVs will also be liable to UK corporation tax on chargeable gains, however in certain cases these may be exempt under the Substantial Shareholding Exemption subject to meeting the relevant qualifying criteria.

Shareholders

Income

UK resident or ordinarily resident individual Shareholders will not pay any income tax on the first £5,000 of dividends received in a tax year. For dividends in excess of the £5,000 annual allowance, basic rate taxpayers will pay income tax at 37.5 per cent., higher rate taxpayers will pay income tax at 32.5 per cent. and additional rate taxpayers will pay income tax at 38.1 per cent.

Non-UK resident Shareholders may be subject to local taxation on dividend income in their country of residence. Any person who is not resident in the UK should consult their own tax adviser on the question of the double taxation position applying between their country of residence and the UK.

Shareholders who are resident in the UK for taxation purposes may, depending on their circumstances, be liable to UK income tax or corporation tax in respect of dividends paid by the Company.

A UK resident corporate Shareholder will be liable to UK corporation tax unless the dividend falls within one of the exempt classes set out in Part 9A of the Corporation Tax Act 2009. It is likely that dividends will fall within one of such exempt classes but Shareholders within the charge to UK corporation tax are advised to consult their independent professional tax advisers to determine whether dividends received will be subject to UK corporation tax.

Chargeable gains

Depending on their personal circumstances, UK resident Shareholders may be subject to capital gains tax or, in the case of corporate Shareholders, corporation tax on chargeable gains in respect of any gain arising on a transfer or disposal of their Shares, including a disposal on a winding-up of the Company.

UK resident Shareholders who are individuals (or otherwise not within the charge to UK corporation tax) and who are basic rate taxpayers are currently subject to tax on their chargeable gains at a flat rate of 10 per cent. Individuals who are higher or additional rate taxpayers are currently subject to tax on their chargeable gains at a flat rate of 20 per cent. No indexation allowance will be available to such Shareholders but they may be entitled to an annual exemption from capital gains (this is £11,000 for the year 2016/2017).

Shareholders who are individuals and who are temporarily non-resident in the UK may, under antiavoidance legislation, still be liable to UK tax on any capital gain realised (subject to any available exemption or relief).

Shareholders within the charge to UK corporation tax may be subject to corporation tax on chargeable gains in respect of any gain arising on a disposal of Ordinary Shares. Indexation allowance may apply to reduce any chargeable gain arising on disposal of the Ordinary Shares but will not create or increase an allowable loss.

Anti-avoidance provisions

The attention of UK resident or ordinarily resident Shareholders is drawn to the provisions of section 13 of the Taxation of Chargeable Gains Act 1992 under which, in certain circumstances, a portion of capital gains made by the Company can be attributed to a Shareholder who holds, alone or together with associated persons, more than 25 per cent. of the Ordinary Shares. This applies if the Company is a close company for the purposes of UK taxation. It is not anticipated that the Company would be regarded as a close company if it were resident in the UK although this cannot be guaranteed.

The attention of individuals resident in the UK for taxation purposes is drawn to the provisions of sections 714 to 751 of the Income Tax Act 2007. These sections contain anti-avoidance legislation dealing with the transfer of assets to overseas persons in circumstances which may render such individuals liable to taxation in respect of undistributed profits of the Company.

The attention of companies resident in the UK is drawn to the controlled foreign companies legislation contained in Part 9A of the Taxation (International and Other Provisions) Act 2010. Broadly, a charge may arise to UK tax resident companies with a 25 per cent. assessable interest in the Company if the Company is controlled directly or indirectly by a person or persons who are resident in the UK, it has profits which are attributable to its significant people functions and one of the exemptions does not apply.

Stamp duty and stamp duty reserve tax (SDRT)

The acquisition of shares in a UK SPV by the Purchaser SPVs will be subject to UK Stamp Duty at 0.5 per cent. of the consideration provided rounded up the nearest £5.

Shares held in certificated form

In practice, whilst the acquisition of shares in a Jersey company in certificated form by a UK resident shareholder may be within the scope of UK stamp duty, there is no requirement to obtain a stamped instrument in respect of such shares. However., such an instrument will not be admissible as evidence in a UK court unless duly stamped at a rate of 0.5 per cent. (rounded up to the nearest £5) of the amount of the consideration given. In this regard it should be noted that an exemption from stamp duty is available on an instrument transferring shares where the amount or value of the consideration is £1.000 or less, and it is certificated on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions in respect of which the aggregate amount or value of the consideration exceeds £1,000. Interest on unpaid stamp duty will accrue from 30 days after the date the instrument was executed. Penalties may also apply for late stamping.

No charge to stamp duty reserve tax will arise in respect of an agreement to transfer shares in a Jersey company held in certificated form, provided such shares are not registered in any register kept in the UK by or on behalf of the company.

Shares held in un-certificated form

Under the CREST system for paperless transfers, no stamp duty or stamp duty reserve tax should arise on the transfer of Shares into the system provided no consideration is given for the transfer. No stamp duty or stamp duty reserve tax should arise on transfers within the CREST system provided the Shares are not registered in any register kept in the UK by or on behalf of the Company.

In the ordinary course of events, liability to pay any stamp duty or stamp duty reserve tax is that of the purchaser or transferee. In the case of stamp duty reserve tax this liability of the purchaser or transferee has a statutory basis.

Special rules apply to agreements made by market makers and broker-dealers in the ordinary course of their business.

New Individual Savings Accounts

The NISA regime commenced on 1 July 2014 which, amongst other things, removed the concept of stocks and shares and cash components of an ISA. For the 2014/15 tax year NISAs have an overall subscription limit of £15,240, all of which can be invested in stocks and shares, such as the Ordinary Shares. The overall annual subscription limit will increase to £20,000 from 6 April 2017.

It is the intention of the Directors that the Company will operate so as to ensure that the Ordinary Shares continue to qualify for inclusion within an ISA.

PART 10 ADDITIONAL INFORMATION

1. General

1.1. The Company is a closed-ended investment company and was incorporated with limited liability in Jersey under the Companies Law with registered number 113721 on 13 August 2013. The Company operates under the Companies Law and is regulated in Jersey as a listed fund in accordance with the JFSC's Listed Fund Guide. Its registered office and principal place of business is at Elizabeth House, 9 Castle Street, St. Helier JE2 3RT (telephone number: 01534 700 000). By way of a special resolution being passed as a written resolution on 18 September 2013 the Company became a public company within the meaning of the Companies Law and it has an indefinite life. The Ordinary Shares are listed on the Premium segment of the Official List and traded on the Main Market. Save for its compliance with the Companies Law, the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Rules, the Company is not authorised or regulated by the Financial Conduct Authority.
1.2. The Subsidiary is a private limited company and was incorporated in England and Wales under the Companies Act with registered number 08584284 on 25 June 2013. The Subsidiary operates under the Companies Act (and the regulations from time to time made thereunder). Its registered office is at The Shard, 32 London Bridge Street, London SE1 9SG (telephone number: 020 3667 8100). Save for its compliance with the Companies Act (and the regulations from time to time made thereunder), the Subsidiary is not an authorised or regulated entity. The Subsidiary is a wholly owned subsidiary of the Company and the Company funds the Subsidiary by subscribing for the Eurobonds. The Directors of the Subsidiary are Jamie Richards and Ricardo Pineiro. The articles of association of the Subsidiary provide the Company, as its sole shareholder, with full control over the Subsidiary including the right to remove the board of directors of the Subsidiary.
1.3. Holding Subsidiary 1 is a private limited company and was incorporated in England and Wales under the Companies Act with registered number 09944550 on 11 January 2016. The Holding Subsidiary 1 operates under the Companies Act (and the regulations from time to time made thereunder). Its registered office is at The Shard, 32 London Bridge Street, London SE1 9SG (telephone number: 020 3667 8100). Save for its compliance with the Companies Act (and the regulations from time to time made thereunder), Holding Subsidiary 1 is not an authorised or regulated entity. Holding Subsidiary 1 is a wholly owned subsidiary of the Subsidiary. The Directors of the Holding Subsidiary are Jamie Richards and Ricardo Pineiro. The articles of association of Holding Subsidiary 1 provide the Subsidiary, as its sole shareholder, with full control over Holding Subsidiary 1 including the right to remove the board of directors of Holding Subsidiary 1. Holding Subsidiary 1 is the borrower under the Term Loan Facilities and the RCF 1 Agreement. Holding Subsidiary 1 is the sole shareholder of 16 SPVs which each own a solar power plant.
1.4. Holding Subsidiary 2 is a private limited company and was incorporated in England and Wales under the Companies Act with registered number 10507004 on 1 December 2016. Holding Subsidiary 2 operates under the Companies Act (and the regulations from time to time made thereunder). Its registered office is at The Shard, 32 London Bridge Street, London SE1 9SG (telephone number: 020 3667 8100). Save for its compliance with the Companies Act (and the regulations from time to time made thereunder), Holding Subsidiary 2 is not an authorised or regulated entity. Holding Subsidiary 2 is a wholly owned subsidiary of the Subsidiary. The Directors of Holding Subsidiary 2 are Jamie Richards and Ricardo Pineiro. The articles of association of Holding Subsidiary 2 provide the Subsidiary, as its sole shareholder, with full control over Holding Subsidiary 2 including the right to remove the board of directors of Holding Subsidiary 2.
1.5. FS Debtco is a private limited company and was incorporated in England and Wales under the Companies Act with registered number 10507979 on 2 December 2016. FS Debtco operates under the Companies Act (and the regulations from time to time made thereunder). Its

registered office is at The Shard, 32 London Bridge Street, London SE1 9SG (telephone number: 020 3667 8100). Save for its compliance with the Companies Act (and the regulations from time to time made thereunder), FS Debtco is not an authorised or regulated entity. FS Debtco is a wholly owned subsidiary of Holding Subsidiary 2. The Directors of FS Debtco are Jamie Richards and Ricardo Pineiro. The articles of association of the FS Debtco provide Holding Subsidiary 2, as its sole shareholder, with full control over FS Debtco including the right to remove the board of directors of FS Debtco. FS Debtco is the borrower under the RCF 2 Agreement. FS Debtco is the sole shareholder of two SPVs which own Shotwick and Sandridge.

1.6. The Investment Manager is a limited liability company and was incorporated in Guernsey under the Companies (Guernsey) Law, 2008 with registered number 51471 on 12 February 2010. The Investment Manager operates under the Companies (Guernsey) Law, 2008 and has an indefinite life. Its registered office and principal place of business is at Frances House, Sir William Place, St. Peter Port, Guernsey GY1 1WF (telephone number: 01481 702411). The Investment Manager is authorised and regulated by the GFSC (registration number 2006518). The Investment Manager has the power to, under its articles of association, issue an unlimited number of no par value shares.
1.7. The Administrator is a private limited company and was incorporated in Jersey under the Companies Law with the registered number 37293 on 23 March 1987. The Administrator operates under the Companies Law. Its registered office is at Elizabeth House, 9 Castle Street, St Helier JE2 3RT. The Administrator's place of business is situated at Elizabeth House, 9Castle Street, St. Helier JE4 2QP (telephone number: 01534 700 000).

2. Share capital

2.1. The Company was incorporated with an unlimited number of no par value shares. At incorporation, the issued share capital of the Company consisted of two Ordinary Shares, which were issued to the subscribers to the Company's memorandum of association and Articles.
2.2. The issued share capital of the Company (all of which will be fully paid-up) as at the date of this document and immediately following the final Admission under the Issues (on the assumption that 250 million New Shares are issued pursuant to the Issues) is and will be as follows:

	Number of Shares
As at the date of this document
Ordinary Shares	340,950,912
Immediately following final Admission
Ordinary Shares	590,950,912

2.3. As at 1 March 2017 (being the latest practicable date prior to the date of this document) the Company did not hold any Ordinary Shares in treasury and no Ordinary Shares were held by or on behalf of the Company itself or by subsidiaries of the Company.
2.4. The following changes have occurred in the Share Capital of the Company in the period between the Company's incorporation on 13 August 2013 and 31 December 2016 (being the period covered by the historical financial information incorporated by reference into this document):
(i) on 26 October 2016 30,995,537 Ordinary Shares were issued;
(ii) On 9 September 2016 28,152,143 Shares were sold out of treasury;
(iii) on 22 September 2015 28,152,143 Ordinary Shares were issued;
(iv) on 23 September 2015 28,152,143 Ordinary Shares were bought back to be held in treasury;
(v) on 12 June 2015 37,670,814 Ordinary Shares were issued;
(vi) on 13 March 2015 36,132,418 Ordinary shares were issued; and
(vii) on 17 October 2014 58,000,000 Ordinary Shares were issued.
2.5. No share or loan capital of the Company is under option or has been agreed, conditionally or unconditionally, to be put under option.
2.6. The Company does not have in issue any securities not representing share capital. No convertible securities, exchangeable securities or securities with warrants have been issued by the Company.
2.7. No Ordinary Shares are currently in issue with a fixed date on which entitlement to a dividend arises or within a time limit after which entitlement to a dividend will lapse in accordance with the Articles and there are no arrangements in force whereby future dividends are waived or agreed to be waived.
2.8. No person has voting rights that differ from those of other Shareholders.
2.9. It is expected that the New Shares to be issued under the Initial Placing and Offer will be issued pursuant to a resolution of the Board on 29 March 2017 conditional only upon the UKLA having acknowledged to the Company or its agent (and such acknowledgment not having been withdrawn) that the application for the admission of the New Shares arising under the issue to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the Financial Conduct Authority and any listing conditions having been satisfied and the London Stock Exchange having acknowledged to the Company or its agent (and such acknowledgment not having been withdrawn) that the New Shares will be admitted to trading.
2.10. The Subsidiary was incorporated with no authorised share capital. The issued share capital of the Subsidiary as at the date of this document is 100 ordinary shares of £1 each. The Subsidiary is wholly owned by the Company.
2.11. Holding Subsidiary 1 was incorporated with no authorised share capital. The issued share capital of Holding Subsidiary 1 as at the date of this document is 17 ordinary shares of £1 each. Holding Subsidiary 1 is wholly owned by the Subsidiary.
2.12. Holding Subsidiary 2 was incorporated with no authorised share capital. The issued share capital of Holding Subsidiary 2 as at the date of this document is 1 ordinary share of £1 each. Holding Subsidiary 1 is wholly owned by the Subsidiary.
2.13. FS Debtco was incorporated with no authorised share capital. The issued share capital of FS Debtco as at the date of this document is 1 ordinary share of £1 each. FS Debtco is wholly owned by the Subsidiary.

3. Share capital authorities

At the General Meeting of the Company to be held on 22 March 2017, the Directors are seeking authorisation inter alia that, in addition to any authority already granted to the Directors and in accordance with Article 10(G) of the Articles, the Directors be empowered to allot and issue or make offers or agreements to allot and issue equity securities (as defined in the Articles) for cash in connection with the Initial Placing, Offer, Private Placement and Share Issuance Programme in such number as does not exceed 250 million Shares as if the pre-emption rights contained in Article 10(B) of the Articles did not apply to any such allotment and such authority will, unless previously revoked or varied, expire 15 months after this resolution granting such authority was passed, save that the Company may, in accordance with Article 10(1) of the Articles, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired.

4. Related party transactions

Save for:

(i) the Investment Management Agreement (as described in paragraph 8.1 of this Part 10);

(ii) the deeds of indemnity entered into by the Company with the Directors and (as described in paragraphs 6.6 of this Part 10;
(iii) the Framework Agreement (as described in paragraph 8.6 of this Part 10);
(iv) the receipt of £680,000 as payment for the services provided by the Investment Manager in relation to the arrangement of and transaction advice for the long term financing of the Group;
(v) Foresight Group LLP receiving payment of asset management fees in relation to the underlying solar panel projects,

the Company is not a party to, nor had any interest in, any related party transaction (as defined in the standards adopted according to the Regulation (EC) No 1606/2002) at any time since its incorporation on 13 August 2013.

5. Summary of the Articles

The Articles of the Company were adopted on 18 September 2013 by way of a special resolution being passed a written resolution and contain provisions, inter alia, to the following effect:

5.1. Objects

The Company's memorandum of association and Articles do not limit the objects of the Company.

5.2. Votes of members

Subject to the rights or restrictions referred to in 5.3 below, and subject to any special rights or restrictions as to voting for the time being attached to any shares, on a show of hands (a) every member who (being an individual) is present in person or (being a. corporation) is present by a duly authorised representative shall have one vote; and (b) every proxy appointed by a member shall have one vote save that every proxy appointed by one or more members to vote for the resolution and by one or more other members to vote against the resolution, has one vote for and one vote against.

5.3. Restrictions on voting

Unless the Board otherwise decides, a member of the Company shall not be entitled to vote, either in person or by proxy, at any general meeting of the Company in respect of any share held by him unless all calls and other amounts presently payable by him in respect of that share have been paid.

A member of the Company shall not, if the Directors determine, be entitled to be present or to. vote at general meetings of the Company or to exercise any other rights of membership if he, or another person appearing to be interested in the relevant shares, has failed to comply with a notice requiring disclosure of interests in shares given under Article 18 and the Company has given that member a further restriction notice informing the member that from the service of this further notice restriction the relevant shares will be subject to some or all of such relevant restrictions (as set out above) and the Board is not satisfied that all information required by the disclosure notice within seven days of the further restriction notice.

5.4. Dividends

Subject to the provision of the Companies Law, the Company may, by ordinary resolution, declare a dividend to be paid to the members, according to their respective rights and interests. The Board may pay such interim dividends as appear to the Board to be justified by the financial position of the Company. No dividend or other monies payable by the Company on or in respect of any shares in the Company shall bear interest as against the Company unless otherwise provided by the rights attaching to such shares.

The Board may, with the authority of an ordinary resolution of the Company, direct that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways.

The Company or the Board may fix a date as the record date by reference to which a dividend will be declared or paid or a distribution, allotment or issue made, and that date may be before, on or after the date on which the dividend, distribution, allotment or issue is declared.

A dividend unclaimed for a period of ten years after having been declared or became due for payment shall be forfeited and cease to remain owing by the Company.

5.5. Scrip dividends

The Board may also, with the prior authority of an ordinary resolution of the Company and subject to such terms and conditions as the Board may determine, offer to holders of Ordinary Shares (excluding any member holding Ordinary Shares as treasury shares) the right to elect to receive Ordinary Shares, credited as fully paid, instead of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution.

5.6. Return of capital

If the Company is in liquidation, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by law, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the same sanction, vest the whole or any part of the assets in trustees on trust for the benefit of the members as the liquidator, with the same sanction, thinks fit but no member shall be compelled to accept any assets on which there is any liability.

5.7. Variation of rights

Any rights attaching to a class of shares in the Company may be varied in such manner (if any) as may be provided by those rights or with the written consent of the holders of three-fourths in number of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of the relevant class. The quorum for the separate general meeting shall be two persons holding, or representing by proxy, not less than one-third in number of the issued shares of the relevant class (excluding any shares of that class held as treasury shares).

5.8. Transfer of Shares

Subject to the restrictions set out in this paragraph and at paragraph 15 below, any member may transfer all or any of his shares in the Company in any manner which is permitted by the Companies Law or in any other manner which is from time to time approved by the Board.

The transferor is deemed to remain the holder of the shares concerned until the name of the transferee is entered in the register of members in respect of those shares. All transfers of uncertificated shares shall be made by means of the relevant system or in any other manner which is permitted by the Companies Law and is from time to time approved by the Board.

The Directors have a discretion to refuse to register any transfer of a certificated share of any class which is not fully paid provided that, where any shares are admitted to the Official List or to trading on AIM, this does not prevent dealings in the shares of that class from taking place on an open and proper basis. The Directors may also decline to register any transfer of shares in certificated form unless (a) the instrument of transfer, duly stamped, is deposited at the office of the Company or such other place as the Board may appoint, accompanied by the certificate for the shares to which it relates if such a certificate has been issued, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; (b) the transfer is in respect of only one class of shares and is in favour of no more than four transferees.

The Directors may also, in their absolute discretion, refuse to register a transfer of any Ordinary Shares to a person that it has reason to believe is an employee benefit plan subject to ERISA or similar US laws, that will give rise to an obligation of the Company to register under the U.S. Investment Company Act or preclude the availability of certain exemptions, that will cause the Company or the Ordinary Shares to become subject to registration under the U.S. Exchange Act, would subject the Investment Manager to registration under the U.S. Commodity Exchange Act of 1974 or that would give rise to the Company or the Investment Manager becoming subject to any U.S. law or regulation (including the provisions of the Foreign Account Tax Compliance Act) determined to be detrimental to it (any such person being a Prohibited U.S. Person). The Company may require a person believed to be a Prohibited U.S. Person to provide documentary evidence that it is not such a Prohibited U.S. Person or to sell or transfer the Ordinary Shares held by it to a person who is qualified to hold the Ordinary Shares and, if these requirements are not satisfied within 30 days' notice, the Ordinary Shares will be deemed to have been forfeited.

The Directors may, pursuant to the provisions of the Articles relating to disclosure of interests, decline to register a transfer in respect of shares which are the subject of a disclosure notice under Article 18 and in respect of which the required information has not been received by the Company within seven days after service by the Company of a further restriction notice informing the relevant member that from the service of the further restriction notice, the relevant shares will be subject to, for example, the relevant restrictions as set out above.

The registration of transfers of shares or of transfers of any class of shares may be suspended at such times and for such periods as the Directors may determine.

In respect of any allotment of any share the Directors shall have the same right to decline to approve the registration of any renouncee of any allottee as if the application to allot and the renunciation were a transfer of a share under the Articles.

Save as aforesaid and as set out at paragraph 5.9 below, the Articles contain no restrictions as to the free transferability of fully paid shares.

5.9. Provision of information by Shareholders

The Board has the power to require or may, by Shareholders holding not less than one-tenth of the total voting rights attaching to the Ordinary Shares, be requisitioned to require any Shareholder to disclose to the Company in writing such information as the Board determines is necessary or appropriate to permit the Company to satisfy any applicable United States Tax withholding, reporting or filing requirements arising with respect to the Shareholder's ownership interest in the Company under U.S. tax provisions commonly known as the Foreign Account Tax Compliance Act or FATCA, including: (i) compliance with the Company's withholding and reporting obligations under FATCA; and (ii) determining, withholding and reporting to the U.S. Internal Revenue Service or other applicable taxing jurisdiction by the Company on amounts received, paid or, solely for United States Tax compliance and reporting purposes, accrued that are derived from U.S. source income (including in respect of the payment of U.S. sourced fixed or determinable annual or periodic income) (a "Tax Reporting Notice").

If any Member has been duly served with a Tax Reporting Notice and is in default after the prescribed deadline (28 days from the date of service of the Tax Reporting Notice) the Board may in its absolute discretion at any time thereafter serve a direction notice upon such Shareholder. A direction notice may direct that the Shareholder shall not be entitled to vote at a general meeting of the Company and/or to exercise any other right conferred by membership in relation to meetings of the Company. A direction notice may additionally, in certain prescribed circumstances, direct that, in respect of the relevant shares, any dividend or distribution or the proceeds of any repurchase, redemption or repayment which would otherwise be payable on such relevant shares shall be retained by the Company (and such dividend or proceeds may be reduced by an amount equal to any taxes or other costs or expenses incurred resulting from such failure or default).

5.10. Pre-emption rights

There are no provisions under the Companies Law equivalent to section 561 of the UK Companies Act 2006 which confer pre-emption rights on existing shareholders in connection with the allotment of equity securities for cash or otherwise, but similar pre-emption rights (with certain exceptions) are contained within the Articles.

The Articles provide that, unless otherwise authorised by a special resolution, the Company shall not allot equity securities (as defined in the Articles) on any terms unless (i) the Company has first made an offer to each person who holds shares in the Company to allot to him, on the same or more favourable terms, such proportion of those equity securities that is as nearly as practicable (fractions being disregarded) equal to the proportion of the total number of shares currently in issue which are held by such person; and (ii) the period, which shall not be less than 14 days, during which any offer referred to in (i) above may be accepted has expired or the Company has received notice of the acceptance or refusal of every offer made. A reference to the allotment of equity securities includes the grant of a right to subscribe for, or to convert any securities into, equity securities in the Company but does not include the allotment of any equity securities pursuant to such a right.

The pre-emption rights set out above shall not apply to:

(i) a particular allotment of equity securities if these are, or are to be, wholly or partly paid up or allotted otherwise than in cash or are allotted in whole or in part otherwise than for cash; or
(ii) the allotment of equity securities which would, apart from a renunciation or assignment of the right of their allotment, be held under an employee share scheme; or
(iii) the allotment of bonus shares in the Company.

5.11. Alteration of share capital

The Company may alter its share capital in any way that is permitted by the Companies Law.

5.12. General meetings

5.12.1. Annual general meetings

Subject to the Companies Law and the Articles, the first general meeting (being an annual general meeting) of the Company shall be held within a period of not more than 18 months from the date on which the Company was incorporated. The Company shall in each calendar year hold a general meeting as its annual general meeting at such time and place in Jersey as may be determined by the directors provided that, so long as the Company holds its first annual general meeting within eighteen months of its incorporation, the Company need not hold an annual general meeting in the year of its incorporation or in the following year.

5.12.2. Convening of general meetings

All meetings, other than annual general meetings, shall be called general meetings. The Board may convene a general meeting whenever it thinks fit. All general meetings and annual general meetings shall take place in Jersey. The Board shall comply with the provisions of the Companies Law regarding the giving and the circulation, on the requisition of members, of notices of resolutions and of statements with respect to matters relating to any resolution to be proposed or business to be dealt with at any general meeting of the Company.

5.12.3. Notice of general meetings

At least 14 clear days' notice shall be given of every annual general meeting and of every general meeting of the Company, including without limitation, every general meeting called for the passing of a special resolution.

Every notice shall specify the place, the day and the time of the meeting and the general nature of the business to be transacted, any special business to be put to the meeting, the address of the website where information relating to the meeting is available, the Record Date (as defined in the Articles), any procedures on attendance and voting and an explanation of members' rights to requisition resolutions in accordance with the Companies Law.

Subject to the provisions of the Companies Law and the Articles, and to any restrictions imposed on any shares, notice of every general meeting shall be given to all members, to all persons entitled to a share in consequence of the death, bankruptcy or incapacity of a member, to the auditors (if any) and to every Director.

5.12.4. Quorum

No business shall be transacted at any general meeting, except the adjournment of the meeting, unless a quorum of members is present at the time when the meeting proceeds to business.

A quorum of members shall consist of not less than two members present in person or by proxy (or by a duly authorised corporate representative).

If within 15 minutes from the time appointed for the holding of a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case, it shall stand adjourned to a day seven clear days after the original meeting (or, if that day is not a Business Day, to the next Business Day) and the same time and place, as the original meeting, or to such later Business Day, and at such other time and place, as the original meeting and if at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the members present shall be a quorum and may transact the business for which the meeting was called.

5.12.5. Chairman

At each general meeting, the chairman of the Board or, if he is absent or unwilling, the deputy chairman (if any) of the Board or (if more than one deputy chairman is present and willing) the deputy chairman who has been longest in such office or, if no deputy chairman is present and willing, then one of the other Directors who is appointed for the purpose by the Board or (failing appointment by the Board), by the members present, shall preside as chairman of the meeting, but if no Director is present within five minutes after the time appointed for holding the meeting or, if none of the Directors present is willing to preside, the members present and entitled to vote shall choose one of their number to preside as chairman of the meeting.

5.12.6. Directors entitled to attend and speak

Whether or not he is a member, a Director shall be entitled to attend and speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares of the Company.

5.12.7. Adjournment

With the consent of any meeting at which a quorum is present, the chairman of the meeting may (and if so directed by the meeting shall) adjourn the meeting either indefinitely or to another time or place.

In addition, the chairman of the meeting may at any time, without the consent of the meeting, adjourn the meeting (whether or not it has commenced or a quorum is present) either indefinitely or to another time and for place if, in his opinion, it appears to him that (a) the members, proxies and corporate representatives wishing to attend cannot be conveniently accommodated in the place appointed for the meeting; (b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business; or (c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.

When a meeting is adjourned indefinitely the time and place for the adjourned meeting shall be fixed by the Board. No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place.

When a meeting is adjourned for three months or more, or indefinitely, notice of the adjourned meeting shall be given as in the case of an original meeting. Except where the Articles or the Companies Law otherwise require, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.

5.12.8. Method of voting and demand for poll

At a general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless (before or immediately after the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

the chairman of the meeting;
at least two members having the right to vote on the resolution; or
a member or members representing in aggregate not less than 10 per cent. of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any shares in the Company held as treasury shares),

and a demand for a poll by a person as proxy for a member shall be as valid as if the demand was made by the member himself.

5.12.9. Taking ^a poll

If a poll is demanded (and the demand is not withdrawn), it shall be taken in such manner as the Chairman shall direct and he may appoint scrutineers (who need not be members).

5.12.10. Proxies

A proxy need not be a member of the Company and a member may appoint more than one proxy in relation to a meeting to attend and to speak and to vote on the same occasion provided that each proxy is appointed to exercise the rights attached to a different share or shares held by a member.

5.13. Directors

5.13.1. Number and residence

Unless otherwise determined by ordinary resolution of the Company, the number of Directors (other than alternate directors) shall be not less than two but there shall be no maximum number of Directors. At no time shall a majority of the Board not be resident in Jersey for Jersey tax purposes. Each director shall immediately inform the Board and the Company of any change potential or intended to his residential status for tax purposes.

5.13.2. Remuneration

The Directors (other than any Director who for the time being holds an executive office of employment with the Company or a subsidiary of the Company) shall be paid out of the funds of the Company by way of remuneration for their services as Directors. The aggregate of such fees shall not exceed £250,000 per annum (or such larger sum as the Company may, by ordinary resolution, determine) as the Directors may decide to be divided among them in such proportion and manner as they may agree or, failing agreement, equally. Any fee payable to the Directors under the Articles shall be distinct from any remuneration or other amounts payable to a Director under other provisions of the Articles and shall accrue from day to day.

The Directors may be paid reasonable travelling, hotel and other expenses properly incurred in connection with the exercise of their powers and discharge of their duties as Directors including expenses incurred in travelling to and from meetings of the Board, committee meetings, general meetings and separate meetings of the holders of any class of securities of the Company.

5.13.3. Periodic retirement of Directors

At each annual general meeting, any Director who has been appointed by the Board since the previous annual general meeting shall retire from office. Each Director shall retire from office at the third annual general meeting after the annual general meeting at which he was last elected.

5.13.4. Executive Directors

The Board may appoint one or more Directors to hold any executive office or employment under the Company for such period and on such terms as the Board may determine.

A Director appointed to any executive office or employment shall automatically cease to hold that office if he ceases to be a Director.

5.13.5. Directors' interests

A Director shall not be entitled to vote on a resolution (or attend or count in the quorum at those parts of a meeting regarding such resolution) relating to a transaction or arrangement with the Company in which he is interested, save where the other Directors resolve that the Director concerned should be entitled to do so where they are satisfied that the Director's interest cannot reasonably be regarded as likely to give rise to a conflict of interest or save in any of the following circumstances:

the giving of any guarantee, security or indemnity in respect of (i) money lent or obligations incurred by such Director or by any other person at the request of or for the benefit of the Company (or any of its subsidiary undertakings) or in respect of (ii) a debt or obligation of the Company (or any of its subsidiary undertakings) for which such Director has assumed responsibility, in whole or in part, under a guarantee or an indemnity or by the giving of security:
any contract concerning an offer of shares, debentures or other securities of or by the Company (or any of its subsidiary undertakings) for subscription or purchase in which offer such Director is or may be entitled to participate as a holder of securities or such Director is or is to be interested as a participant in the underwriting or sub- underwriting thereof;
any contract in which, such Director is interested by virtue of his interest in shares, debentures or other securities of the Company or otherwise in or through the Company;
any contract concerning any other company in which such Director is interested, directly or indirectly, in less than one per cent. either of its equity share capital or of its voting rights;
any contract relating to an arrangement for the benefit of the employees of the Company (or any of its subsidiary undertakings) which does not award such Director any privilege or benefit not generally awarded to the employees to whom the arrangement relates;
any contract concerning the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors and employees of the Company or of any of its subsidiary undertakings and does not provide in respect of any director as such any privilege or advantage not accorded to the employees to which the fund or scheme relates; and

• any proposal concerning the purchase or maintenance of insurance for the benefit of persons including Directors.

Save as otherwise provided in the Articles and subject to the interest of a Director being duly declared, a contract entered into by or on behalf of the Company in which any Director is in any way interested shall not be avoided nor shall any Director be liable to account to the Company for any benefit realised as a result of the contract.

A Director shall not vote, or be counted in the quorum at a meeting, in respect of any resolution concerning his own appointment (including fixing or varying its terms), or the termination of his own appointment as the holder of any office or place of profit with the Company or any other company in which the Company is interested.

Where proposals are under consideration concerning the appointment (including fixing or varying its terms) or the termination of the appointment of two or more Directors to offices or places of profit with the Company or any other company which the Company is interested, a separate resolution may be put in relation to each Director and in that case, each Director concerned (if not otherwise debarred from voting) is entitled to vote.

5.13.6. Authorisation of conflicts of interest

Where a situation occurs or is anticipated to occur which gives rise or may give rise to a conflict of interest (excluding a conflict of interest arising in relation to a transaction or arrangement with the Company) on the part of any Director ("Conflicted Director') (other than a situation which cannot reasonably be regarded as likely to give rise to a conflict of interest), the matter shall be referred to the Directors other than the Conflicted Director (the "Non-Conflicted Directors").

The Non-Conflicted Directors shall meet to consider the matter as soon as possible after the matter is referred to them and they have received all relevant particulars relating to the situation. The quorum for a meeting of the Non-Conflicted Directors shall be the same as for a meeting of the Board.

The Non-Conflicted Directors have authority to authorise any matter which gives rise to the conflict of interest concerned on such terms as they think fit.

The Board may exercise all the powers of the Company to pay, provide or procure the grant of pensions or other retirement or superannuation benefits and death, disability or other benefits, allowances or gratuities to any person who is or who has at any time been a director of the Company or of any Associated Company (as defined in the Articles) or in the employment or service of the Company or any Associated Company or of the predecessors in business of the Company or any Associated Company (or the relatives or dependants of any such person).

5.13.7. General powers

Subject to the Companies Law, the Articles and to any directions given to the Company at the general meetings by special resolution, the Directors shall manage the Company's business and can use all the Company's powers. The business of the Company shall be managed by the Board which may exercise all the powers of the Company, subject to the provisions of the Companies Law, the memorandum of association and the Articles. No special resolution or alteration of the memorandum of association or of the Articles shall invalidate any prior act of the Board which would have been valid if the resolution had not been passed or alteration had not been made.

5.13.8. Borrowing powers

The Directors may exercise all the Company's powers to borrow money, to mortgage or charge all or any of the Company's undertaking, property and assets (present and future) and uncalled capital, to issue debentures and other securities and to give security for any debt, liability or obligation of the Company or of any third party. The Directors will limit the total borrowings of the Company and its subsidiary undertakings and holding companies (if any) to ensure that the total amount of the group's borrowings does not exceed, at the time such borrowings are incurred, 50 per cent. of the Gross Asset Value of the Group (as per the latest published information).

5.13.9. Indemnity of officers

Insofar as the Companies Law allows, each current or former officer of the Company shall be indemnified out of the assets of the Company against any loss or liability incurred by him by reason of being or having been such an officer.

The Board may, without sanction of the Company in general meeting, authorise the purchase or maintenance by the Company for any officer or former officer of the Company of any such insurance as is permitted by the Companies Law in respect of any liability which would otherwise attach to such officer or former officer.

5.13.10. Board meetings

The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit.

5.13.11. Quorum

The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be two provided that only a meeting at which a majority of the directors present are resident in Jersey for Jersey tax purposes shall be declared quorate. Subject to the provisions of the Articles, any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of the Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

5.13.12. Voting

Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote.

5.13.13. Continuation vote

If, in any financial year, the Ordinary Shares have traded, on average, at a discount in excess of ten per cent. to the Net Asset Value per Share, the Board will propose a special resolution at the Company's next annual general meeting that the Company ceases to continue in its present form.

5.13.14. Winding up

The Company may be wound up pursuant to a special resolution passed by the Shareholders in accordance with the provisions contained in the Articles. On any such winding up, Shareholders would be entitled to participate (in accordance with the rights specified in the Articles) in the assets of the Company attributable to their shares.

5.13.15. Changes to the Articles

In accordance with the Companies Law, the Articles can be amended by means of a special resolution of Shareholders which requires 75 per cent. of the votes cast at a general meeting to be in favour, provided that in relation to any amendment which would affect class rights, the appropriate class has approved the amendment in accordance with the Articles.

6. Directors' and other interests

6.1. The aggregate remuneration which was paid and benefits in kind granted to Mr Ohlsson, Mr Ambler and Mr Dicks by the Company in respect of the financial period of the Company to 31December 2016 was £140,000.
6.2. All of the Directors are non-executive directors. None of the Directors have service contracts with the Company nor are any such service contracts proposed. Each of Mr Ohlsson, Mr Ambler and Mr Dicks entered into a letter of appointment with the Company dated 16 August 2013. The Company has the right to terminate each appointment without compensation if the relevant Director is required to vacate office in accordance with the Articles and, subject thereto, the letters of appointment do not contain any contractual provisions regarding the compensation which would be payable upon early termination by the Company. None of the Directors receive any pension benefits from the Company, nor do they participate in any bonus or incentive schemes. Accordingly, there are no amounts set aside or accrued by the Company to provide pension, retirement or similar benefits to the Directors. The fees payable to the Directors pursuant to their letters of appointment for the financial year ending 31 December 2016 were £60,000 per annum to Mr Ohlsson, the Chairman, £45,000 per annum to Mr Ambler, the Chairman of the audit committee and £35,000 per annum to Mr Dicks. The fees are reviewed annually and may be increased in line with usual market rates. The Company will also pay insurance premiums in respect of directors' and officers' insurance taken out on behalf of the Directors.
6.3. The total emoluments payable to the Directors will not be varied in consequence of the Issues.
6.4. No Director has or has had any interest in any transactions which are or were unusual in their nature or conditions or significant to the business of the Company and which were effected by the Company since its date of incorporation or remain in any respect outstanding or unperformed.
6.5. No loan or guarantee has been granted or provided by any member of the Company for the benefit of any Director.
6.6. The Company has entered into deeds of indemnity in favour of each of the Directors. The deeds of indemnity give each Director the benefit of an indemnity, out of the assets and profits of the Company, to the extent permitted by the Companies Law and subject to certain limitations against liabilities incurred by each of them in the execution of their duties and exercise of the powers as Directors of the Company.
6.7. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any Director was selected.
6.8. There are no restrictions agreed by any Director on the disposal within a certain period of time of their holdings in the Company's securities.
6.9. As at the date of this document, other than as disclosed in paragraph 6.10 below, there are no interests of any Director, including any connected persons of any Director, the existence of which is known to, or could with reasonable diligence be ascertained by, that Director whether or not held through another party, in the share capital of the Company or any options in respect of such capital.
6.10. The Directors do not have any options over Shares. The Directors hold the following number of Ordinary Shares:

	Issued Ordinary Shares	Percentage of issued share capital
Alexander Ohlsson	25,000	0.01%
Christopher Ambler	—	0%
Peter Dicks	51,433	0.02%

6.11. Chris Ambler has confirmed that he intends to subscribe, under the Offer for approximately 10,000 New Shares subject to applicable laws and regulations.

6.12. Details of those companies (other than the Company) and partnerships of which the Directors have been directors or partners at any time within the five years ending on 1 March 2017 (being the latest practicable date prior to the publication of this document) are as follows:

	Current directorships/partnerships	Previous directorships/partnerships
Alexander Ohlsson	Aspen Portfolio Holdings Limited Augres Enterprises Limited BL Debs Limited BL Leadenhall Holding Co (Jersey) Limited Bluebutton Properties Limited Blueside Limited Carey Olsen GP Limited Carey Olsen Group Holdings Limited Carlton Limited Carlton Investment Trust Limited Carlton Management Services Limited Carmel Portfolio Holdings Limited Clarsu Limited Crestbridge Corporate Holdings Limited Dassie Property Investments Limited Envisage Investments Limited Family Mortgage Company Limited GCP Asset Backed Income Fund Limited Grainton Limited Grainton Investment Trust Limited Highstead Developments Limited Keldon Holdings Limited Kerdal Properties Limited La Falaise Properties Limited La Hauteur Investments Limited La Hauteur Properties Limited Lady K Limited Leadenhall Holding Co (Jersey) Limited Les Verdiers Limited Lexo Investments Limited Lexo Pension Plan Limited Lyonheart Limited MRC Advisers LLC Monterey Holdings Limited Nelso Partners No. 1 Limited Nelso Partners No. 2 Limited Nelso Partners No. 3 Limited Nelso Partners No. 4 Limited Nelso Partners No. 5 Limited Nelso Partners No. 6 Limited NHP Securities No. 11 Limited NHP Securities No. 9 Limited Ohad Holdings Limited One Sheldon Square Limited Puma Partners Limited RBL Jersey Overseas Branch (Holdings) Limited SD (MRC) Holdings Limited Sorrento Properties Cayman Limited	Abbey National International Limited Auburn Limited BL Chess Adviser Limited Carlton International Holdings Limited Dominian Fiducuary Holdings Limited Finn Limited GCP Sovereign Infrastructure Debt Limited Geasim Limited Lerwick Limited Max Property Group Plc NB Consulting Limited Neslo Holdings Limited Neslo Investments Limited OBD Investments Limited Sandside Limited Scalpay Limited SFM Holdings Limited Vailia Limited Together with wholly owned subsidiaries of the above.
	Stoneleigh Investment Limited
	Stornoway Limited Tehama Portfolio Holdings Limited
	Trinity Private Trust Company Limited Verona Services Limited

Alexander Ohlsson (continued)	Virgate Limited Willan Properties No.1 Limited Willan Properties No.2 Limited Willan Trustee Limited Carey Olsen Carey Olsen Hong Kong LLP Carey Olsen Singapore LLP Carey Olsen Group SLP Principal Investments (Jersey) SLP Together with wholly owned subsidiaries of the above
Christopher Ambler	Jersey Electricity plc Channel Islands Electricity Grid Limited Foreshore Holdings Limited Apax Global Alpha Limited Longbeach Properties Limited	Abbey National International Limited Bureau de Jersey Limited Foreshore Limited Clanrealm Limited Foreshore Limited
Peter Dicks	Foresight VCT plc Foresight 3 VCT plc Foresight 4 VCT plc ICG Enterprise Trust plc Interactive Investor Limited Mears Group plc Mercia Fund 1 General Partner Limited Miton Income Opportunities Trust plc RL Products Limited SVM UK Emerging Fund plc Unicorn AIM VCT plc	Foresight 2 VCT plc Capital Accumulation Ltd Daniel Stewart Securities plc Boostcareer Limited Enterprise Capital Trust plc Foresight Clearwater VCT plc Foresight 5 VCT plc Francisco Partners II Limited Miton Income Opportunities Trust plc PCT Finance Limited Polar Capital Technology Trust plc Private Equity Investor plc Second London American Trust plc

6.13. As at the date of this document none of the Directors:
6.13.1. has been a member of any administrative, management or supervisory body or partner of any company or partnership at any time during the five years preceding the date of this document, save as disclosed in paragraph 6.12 above;

Standard Microsystem Inc

6.13.2. has had any convictions in relation to fraudulent offences for at least the previous live years;
6.13.3. save as disclosed in paragraph 6.14 below, has been associated with any bankruptcies, receiverships or liquidations when acting in the capacity of a member of the administrative, management or supervisory body or a partner of the companies and/or partnerships referred to in paragraph 6.12 above for at least the previous five years; or
6.13.4. has any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) or has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years (for this purpose "issuer" has the meaning ascribed to it by Appendix I to the Prospectus Rules).
6.14. Mr Dicks is a director of Foresight Clearwater VCT plc and Foresight 5 VCT plc which were placed into members' voluntary liquidation pursuant to a special resolution passed by each company's shareholders on 6 February 2012.

6.15. Save in respect of Mr Dicks (being a non-executive director of other investment funds that are managed by the Investment Manager), there are no potential conflicts of interest between any duties of the Directors to the Company and their private interests and/or other duties.

7. Substantial Share interests

7.1. The Companies Law imposes no requirement on Shareholders in the Company to disclose holdings of three per cent. (or any greater limit) or more of the share capital of the Company. However, the Disclosure Rules and Transparency Rules provide that certain persons (including Shareholders) must notify the Company, following Admission, if the proportion of the Company's voting rights which they then hold directly or indirectly as a Shareholder or through a direct or indirect holding of certain financial instruments reaches, exceeds or falls below thresholds of five per cent., 10 per cent., 15 per cent., 20 per cent., 25 per cent., 30 per cent., 50 per cent. and 75 per cent.
7.2. As at 1 March 2017 (being the latest practicable date prior to the publication of this document) the Company was aware of the following persons who are directly or indirectly interested in five per cent. or more of the Company's issued share capital:

	Number of Ordinary Shares	Percentage of issued share capital
Newton Investment Management Limited	33,899,066	9.94%
BlackRock Inc. and its Associates	33,290,469	9.76%
Schroders Plc	30,841,666	9.04%
Legal & General Investment Management Limited	24,588,350	7.21%
Rathbone Investment Management Limited	21,003,511	6.16%

7.3. As at the close of business on 1 March (being the latest practicable date prior to the publication of this document), the Directors are not aware of any person who could, directly or indirectly, jointly or severally, own or exercise control over the Company or of any arrangements, the operation of which may result in a change of control of the Company.

8. Material contracts

The following are the only contracts (not being contracts entered into in the ordinary course of business) which have been entered into by the Company since its incorporation or members of its Group or which are expected to be entered into prior to Admission and which are, or may be, material to the Company and/or the Group:

8.1. The Placing Agreement, dated 3 March 2017, has been entered into between the Company, the Directors, the Investment Manager, Stifel Nicolaus Europe Limited ("Stifel"), J.P. Morgan Securities plc ("JPMC") and Rand Merchant Bank ("RMB") under which Stifel, JPMC and RMB agreed, subject to certain conditions that are typical for an agreement of this nature, the last condition being the respective Admissions, to use their respective reasonable endeavours to procure subscribers for the Ordinary Shares under the Initial Placing and the Placing Programme. The Issues will not be underwritten. For each of Stifel's and JPMC's services in connection with the Issues and provided the Placing Agreement becomes wholly unconditional and is not terminated, each of Stifel and JPMC will be entitled to commission (together with any VAT chargeable thereon) of 1 per cent. of the Gross Proceeds (other than in relation to (i) New Shares issued pursuant to the Private Placement and any JSE Subsequent Private Placement; and (ii) New Shares issued to Stifel or any of its affiliates acting as principal and JPMC or any of its affiliates acting as principal in which case the commission shall be 2 per cent. of the gross proceeds) of such Shares issued to Stifel or any of its affiliates and JPMC or any of its affiliates. The Company has also undertaken to pay Stifel a sponsor fee of £150,000. For RMB's services in connection with the Issues and provided the Placing Agreement becomes wholly unconditional and is not terminated, RMB will be entitled to commission (together with any VAT chargeable thereon) of 2 per cent. of the gross proceeds of the JSE Private Placement (less any costs or expenses relating to the Secondary Listing) and of any JSE Subsequent Private Placement (other than in relation to the New Shares issued to RMB or any of its affiliates acting in principal in which case the commission shall be 2 per cent. of the gross proceeds of such Shares issued to RMB of its affiliates).

In addition, each of Stifel, RMB and JPMC will be entitled to be reimbursed for all its reasonably and properly incurred costs, charges, fees and expenses in connection with or incidental to the Issue and Admission and the arrangements contemplated by the Placing Agreement. Under the Placing Agreement, the Company, the Directors and the Investment Manager have given certain market standard warranties and, in the case of the Company and the Investment Manager, indemnities to Stifel, JPMC and RMB concerning, inter alia, the accuracy of the information contained in this document.

The Placing Agreement can be terminated at any time on or before Initial Admission by Stifel and JPMC (and by RMB in respect of the JSE Private Placement Only), acting on its own behalf, giving notice to the Company and the Investment Manager if: (a) any of the conditions in the Placing Agreement are not satisfied at the required times and continue not to be satisfied at Admission; (b) any statement contained in any document published or issued by the Company in connection with the Initial Placing or the Placing Programme is or has become untrue, incorrect or misleading in any respect which Stifel or JPMC or RMB consider material (acting in good faith), or any matter which has arisen which would if the Placing Documents to be received at that time, constitute an inaccuracy or omission therefrom which Stifel or JPMC or RMB consider material (acting in good faith); (c) any matter has arisen which in the good faith opinion of Stifel, JPMC or RMB would require the publication of a supplementary prospectus; (d) the Company or the Investment Manager fails to comply with any of its obligations under the Placing Agreement or under the terms of the Initial Placing or Placing Programme which is material in the good faith opinion of Stifel or JPMC or RMB; (e) there has been a breach, by the Company or the Investment Manager of any of the representations, warranties or undertakings contained in the Placing Agreement which in the good faith opinion of Stifel or JPMC or RMB is material; (f) there is a material adverse change in the Company, the Group or the Investment Manager in Stifel or JPMC's or RMB's good faith opinion; or (g) there having occurred or in the good faith opinion of Stifel or JPMC or RMB it being reasonably likely that there will occur: (i) any material adverse change in the international financial markets which may affect the Issues; (ii) trading on the London Stock Exchange or the New York Stock Exchange has been restricted or materially disrupted in a way which may affect the Issues; (iii) any actual or prospective change or development in applicable UK taxation or the imposition of certain exchange controls which may affect the Issues; (iv) any of the London Stock Exchange or FCA applications are withdrawn or refused by such entity; or (v) a banking moratorium has been declared by the United States, the UK, any relevant member state or the New York authorities.

If any notice is given by Stifel or JPMC to the Company and the Investment Manager, Stifel shall on behalf of the Company withdraw any application made to the LSE and the FCA.

8.2. The Company, the Subsidiary and the Investment Manager have entered into an investment management agreement dated 19 September 2013 pursuant to which the Investment Manager is appointed to act as investment manager of the Company. In its capacity as investment manager, the Investment Manager is responsible for the day-to-day management of the Company's investment portfolio, in accordance with the Company's investment objective and policy, subject to the overall supervision and control of the Board. The Investment Manager will act within the Company's investment policy and any further investment guidelines set by the Board from time to time and will also report to the Board.

The Investment Manager has also been appointed, pursuant to the terms of the Investment Management Agreement to procure certain administrative services to the Group and such other duties and services as may be reasonably required from time to time by a competent and prudent solar infrastructure investment company of its investment manager. The Investment Manager is entitled to delegate any of its duties under the Investment Management Agreement to its associates. Under the terms of the Investment Management Agreement, the Investment Manager has agreed to act in good faith and with the reasonable skill and diligence expected of a competent and prudent investment manager and to act in the best interests of the Company.

The Investment Management Agreement contains an unlimited indemnity in favour of the Investment Manager against claims by third parties except to the extent that the claim is due to a breach by the Investment Manager of the Investment Management Agreement or to the negligence, wilful default or fraud of the Investment Manager or any party to whom the Investment Manager has delegated any of its functions. The Investment Management Agreement may be terminated immediately if, among others, the Investment Manager is guilty of negligence, wilful default, fraud or material breach of the Investment Management Agreement, is the subject of insolvency proceedings or there occurs a change of two Key Managers to which the Board has not given its prior consent or a change of control of the Investment Manager or a continuation vole of the Company is proposed but not passed and an order is made or a resolution passed to wind up the Company. The Investment Management Agreement may be terminated by any party giving to the others not less than 12 months' written notice provided that any such notice shall not be served prior to the fifth anniversary of IPO Admission.

The Investment Management Agreement further provides that the Company will pay to the Investment Manager an annual management fee of one per cent. per annum of the Net Asset Value of the Company which are equal to or less than £500 million plus an amount equal to 0.9 per cent. per annum of the Net Assets of the Company which are in excess of £500 million. The Investment Manager is also entitled to be reimbursed for all out of pocket expenses under the Investment Management Agreement including all expenses of and incidental to convening and holding meetings of the Board, the Company or holders of any class of shares or other securities issued by the Company and in the event that one or more representatives of the Manager are attending the relevant meeting reasonable travel and accommodation expenses so incurred will be met by the Company. The Investment Management Agreement does not provide for any performance fees or acquisition fees to be payable to the Investment Manager. The Investment Manager is not entitled to retain any fees or benefits from portfolio companies save that it may, in accordance with the FCA rules and the provisions of the Investment Management Agreement, enter into a transaction with persons with whom it has a commission sharing arrangement.

Furthermore, the Investment Manager shall at its own cost take out and keep in place such policy or policies of insurance to cover its professional negligence or fraud or that of its employees or partners in such sums and at such levels as are appropriate. If the Investment Manager shall fail to take out or maintain such policy or policies, the Group may itself insure against such risk and any premium or costs incurred by the Group shall be paid by the Investment Manager to the Group on demand.

8.3. The Company is a party to an administration and secretarial agreement with JTC (Jersey) Limited dated 19 September 2013 pursuant to which the Administrator provides day-to-day administration of the Company and acts as secretary and administrator to the Company including maintenance of accounts, preparing half yearly and annual accounts of the Company and calculating the Net Asset Value of the Shares based on information provided to the Administrator by the Investment Manager.

Pursuant to the Administration Agreement, the Administrator is entitled to a minimum fee of £200,000 per annum in relation to the provision of administration services to the Company.

The Company will also reimburse the Administrator for disbursements and reasonable out of pocket expenses incurred by the Administrator on behalf of the Company.

The Administrator may delegate or sub-contract any duties or functions it deems necessary in order to perform its services under the Administration Agreement to another person on such terms and conditions as the Administrator reasonably thinks fit provided that the Administrator shall not delegate or sub-contract any such duties or functions to any person without the prior written consent of the Company or the Investment Manager. Unless otherwise agreed between the Company, the Administrator and any such delegate or subcontractor, any fees and expenses payable to any delegate or sub-contractor shall be borne by the Administrator and the Administrator shall remain liable to the Company for the performance of any duties or functions so delegated or sub-contracted by the Administrator.

The Administration Agreement can be terminated by the Company or Administrator on 90 days' written notice.

The Administration Agreement may be terminated immediately if: (i) any party commits any material breach of its obligations under the Administration Agreement or the Applicable Requirements (as defined therein) and fails to remedy such breach (if capable of remedy) within 30 days of receipt of notice from the non-defaulting party requiring it to do so; or (h) if a party goes into liquidation or equivalent procedure (except a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the other parties) or if a receiver or equivalent is appointed over any assets of a party.

8.4. FS Holdco Limited (Holding Subsidiary 1) is a party, as the Borrower, to the Common Terms Agreement, the Term Loan Facility Agreements and the RCF 1 Agreement, which set out the framework for the Term Loan Facilities and the RCF 1 Facility made available to Holding Subsidiary 1 by the lenders Party thereto.

Pursuant to the terms of the Tranche A Term Loan Agreement, a £34,000,000, 8 year facility to 31 March 2024 is provided to Holding Subsidiary 1 by Santander. Pursuant to the Tranche B Term Loan Agreement, a £126,000,000, 18 year facility to 31 March 2034 is provided to Holding Subsidiary 1 by the lenders party thereto (arranged by MIDIS). Pursuant to the RCF 1 Agreement a £40,000,000 RCF1 Facility is provided to Holding Subsidiary 1 by Santander. The Bank Facilities are administered globally by Santander UK plc as global agent and security trustee (the "Security Trustee").

The Term Loan Facilities were drawn by Holding Subsidiary 1 in April 2016 to refinance the Group's existing shorter-termed indebtedness. The purpose of the RCF 1 Facility is to provide Holding Subsidiary 1 with a facility that it can use for its working capital requirements and, subject to the satisfaction of certain conditions, to purchase ground-based operating solar power plants. Each of Holding Subsidiary 1's subsidiaries (and the immediate parent of each subsidiary) has entered into the Term Loan Facility Agreements and the RCF 1 Agreement in order to guarantee the obligations of Holding Subsidiary 1, and each other subsidiary that is a party to the Term Loan Facilities Agreement and the RCF 1 Agreement, thereunder.

Under each of the Tranche A Facility Agreement and the Tranche B Facility Agreement, the full amount of the loans made thereunder amortises over the period of the loans, with repayments due twice a year at the end of March and September.

The RCF 1 Facility is repayable on 31 March 2019.

Interest under the Tranche A Term Loan Agreement and the RCF 1 Agreement is charged at the margin plus LIBOR, the margin being 1.70 per cent. per annum under the Tranche A Term Loan Agreement and 2.05 per cent. under the RCF 1 Agreement. The Tranche A Term Loan benefits from an interest rate swap hedging 80 per cent. of the outstanding debt during the term of the loan. A £63,000,000 fixed rate tranche is made available pursuant to the Tranche B Term Loan Agreement, charged at the margin plus a base interest rate of 1.726 per cent. per annum, and a £63,000,000 tranche indexed to RPI, charged at the margin plus a base interest rate of - 0.975 per cent. per annum and then multiplied by the applicable index ratio, the margin in each case being 2.05 per cent. per annum.

Holding Subsidiary 1 and each of its subsidiaries that is a party to the Holdco Facility Agreements has also entered into (or acceded to) various security documents pursuant to which it charges all of its assets in favour of the Security Trustee, as security for its obligations under the various Finance Documents as defined in the Common Terms Agreement. Security has been granted by the Subsidiary in accordance with the Holdco Facility Agreements in terms of a separate limited recourse share charge over the shares it holds in Holding Subsidiary 1, as security for Holding Subsidiary 1's obligations under the various Holdco Facility Agreements. The Company itself has not granted any guarantees or security in respect of the Holdco Facility Agreements.

Holding Subsidiary 1 is required to provide to Santander UK plc (as Global Agent) biannual forecasts, quarterly operating reports, copies of the half year and full year financial statements, and notices of default.

Mandatory prepayment of the Term Loan Facilities and the RCF 1 Facility may be required on the occurrence of certain events including receipt of insurance proceeds, receipt of compensation proceeds and certain events of default in relation to the underlying assets (subject to carve-outs and thresholds).

Holding Subsidiary 1 will be liable in the event of any pre-payment of all or any of the loans outstanding under the Holdco Facility Agreements for the make whole amounts owed to the relevant lenders in relation to the Term Loan Facilities and the RCF 1 Facility.

Events of default include non-payment, misrepresentation and failure to comply with undertakings and financial covenants. A number of financial covenants apply to the Term Loan Facilities and the RCF 1 Facility and are tested on 31 March and 30 September each year. Historic portfolio debt service cover must be a least 1.05 times, service cover must be at least 1.10 times and loan life cover must be at least 1.10 times the forecast portfolio debt.

The Intercreditor Deed provided that the loans outstanding under the Holdco Facility Agreements rank parri passu with each other and with any associated hedging liabilities, and subordinates any intra-group debt.

8.5. FS Debtco (a wholly owned subsidiary of the Subsidiary) is party to a £55,000,000, 3 year revolving loan facility agreement dated 20 February 2017 ("RCF 2 Agreement"). The RCF 2 Facility is provided to FS Debtco by Santander and is administered by Santander UK plc as agent and security trustee.

The purpose of the RCF 2 Agreement is to provide FS Debtco with a facility it can use for its working capital requirements and, subject to the satisfaction of certain conditions, to purchase ground-based operating solar power plants. FS Debtco currently has two such solar power plants (Shotwick and Sandridge), and FS Debtco's SPVs (and the immediate parent of each of these SPVs) have entered into the RCF 2 Agreement to guarantee the obligations of FS Debtco, and each other subsidiary party to the RCF 2 Agreement, thereunder.

The RCF 2 Facility is repayable in full on 20 February 2020.

Interest under the RCF 2 Agreement is charged at the margin plus LIBOR, with the margin being 2.00 per cent. per annum.

Security is granted by FS Debtco's parent, Holding Subsidiary 2 (the Subsidiary's subsidiary), via a separate limited recourse share charge over its shares in FS Debtco as security for the FS Debtco's obligations under the various Finance Documents as defined in the RCF 2 Agreement. FS Debtco and each of its subsidiaries that is a party to RCF 2 Agreement has also entered into (or acceded to) various security documents over which it charges all of its assets in favour of Santander, as security for its obligations under the various Finance Documents as defined in the RCF 2 Agreement. Neither the Company nor the Subsidiary have themselves granted any guarantees or security in respect of the RCF 2 Agreement.

The RCF 2 Agreement and the associated finance documents comprise the provisions that you would customarily see in this type of financing, including representations, events of default and undertakings. There is also a customary subordination deed in place which subordinates lending within the FS Debtco's group (including from the Company and the Subsidiary) to the RCF 2 Facility.

8.6 Holding Subsidiary 1 has entered into a framework agreement with BGE dated 10 March 2016 pursuant to which BGE will provide operation and maintenance services for various solar plants in the United Kingdom. Pursuant to the terms of the Framework Agreement, Holding Subsidiary 1 shall nominate SPVs to enter into separate contracts with BGE for the provision by BGE to the SPV of operation and maintenance services for solar power plants owned by the SPVs.

The Framework Agreement shall continue unless terminated by Holding Subsidiary 1 on not less than three months' notice to BGE. Termination of the Framework Agreement will not automatically terminate the underlying O&M contracts entered into between BGE and the relevant SPVs following termination of the Framework Agreement itself.

Under the terms of the Framework Agreement, Holding Subsidiary 1 will agree schedules of work with BGE in respect of those SPVs nominated by Holding Subsidiary 1. Following the agreement of the Schedule of Works between Holding Subsidiary 1 and BGE, Holding Subsidiary 1 shall procure that the relevant SPV enters into a separate and standalone O&M contract with BGE, which shall specify the date on which BGE shall commence performance of the operation and maintenance services for the solar plant.

The Framework Agreement outlines the initial services fees payable to BGE to be included in each O&M contract between BGE and the relevant SPVs. The initial services fees shall be determined according to the installed capacity of the solar power plant as follows: (i) for solar power plants with installed capacity up to 5MW the initial services fee shall be £9,000 per MW; (ii) for solar power plants with installed capacity between 5.01 MW and 20 MW the initial services fees shall be £8,500 per MW; and (iii) for solar power plants with installed capacity of over 20.01 MW the initial services fee shall be £8,000 per MW.

The appointment of BGE under the Framework Agreement is not exclusive and both parties agree that the Framework Agreement does not guarantee that any O&M contracts will be entered into between BGE and the SPVs. Holding Subsidiary 1 reserves the right under the Framework Agreement to instruct any operation and maintenance services to be carried out be other contractors.

Holding Subsidiary 1 does not accept any liabilities or obligations as to the actual volume or value of O&M contracts that may be instructed pursuant to the Framework Agreement and does not guarantee a minimum or maximum number of O&M contracts. In addition, BGE shall not have any claim against Holding Subsidiary 1 for any loss of profit, loss of opportunity or other compensation relating to the actual or expected volume of O&M contracts instructed under the Framework Agreement.

9. Investment restrictions

In addition to those restrictions set out in Part 1 of this document and in accordance with the requirements of the Listing Rules, the Company will comply with the investment restrictions set out below and will continue to do so for so long as they remain requirements of the UK Listing Authority:

(i) neither the Company nor any of its subsidiaries will conduct any trading activity which is significant in the context of its group as a whole, save as permitted by the Listing Rules;
(ii) the Company will avoid cross-financing between businesses forming part of its investment portfolio;
(iii) the Company will avoid the operation of common treasury functions as between the Company and investee companies;
(iv) not more than 10 per cent., in aggregate, of the value of the total assets of the Company will be invested in other listed closed-ended investment funds other than closed-ended investment funds which themselves have published investment policies to invest no more than 15 per cent. of their total assets in other listed closed-ended investment funds; and
(v) the Company must, at all times, invest and manage its assets in a way which is consistent with its object of spreading investment risk and in accordance with the published investment policy.

In the event of any material breach of the Company's investment policy or of the investment restrictions applicable to the Company, Shareholders will be informed of the actions to be taken by the Company and/or the Investment Manager (at the time of such breach) through an announcement via a Regulatory Information Service.

10. Third party information and consents

10.1. Stifel has given and has not withdrawn its written consent to the issue of this document and the inclusion herein of its name and the references to it in the form and context in which they appear.

10.2. JPMC has given and not withdrawn its written consent to the issue of this documents and the inclusion herein of its name and the references to it in the form and the context in which they appear.
10.3. RMB has given and has not withdrawn its written consent to the issue of this document and the inclusion herein of its name and the references to it in the form and context in which they appear.
10.4. The Investment Manager has given and has not withdrawn its written consent to the issue of this document and the inclusion herein of its name and the references to it in the form and context in which they appear.
10.5. Certain information contained in this document has been sourced from third parties. Such information has been accurately reproduced and, as far as the Company is aware and able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

11. General

11.1. There are no governmental, legal or arbitration proceedings (including in so far as the Company is aware any governmental, legal or arbitration proceedings which are pending or threatened) during the period since the Company's incorporation on 13 August 2013 which may have, or have had in the recent past a significant effect on the Company or the Group or the Company or Group's financial position or profitability.
11.2. The Company does not have any employees.
11.3. As at 1 March 2017 (being the latest practicable date prior to the date of this document), there have been no public takeover bids by third parties in respect of the Company's share capital since incorporation. As a company incorporated in Jersey with shares admitted to trading on the London Stock Exchange, the Company is subject to the provisions of the Takeover Code.

12. Mandatory bids, squeeze-out and sell-out rules

12.1. Mandatory bids

As a company incorporated in Jersey with shares admitted to trading on the London Stock Exchange, the Company is subject to the provisions of the Takeover Code. Under Rule 9 of the Takeover Code, any person or group of persons acting in concert with each other which, taken together with shares already held by that person or group of persons, acquires 30 per cent. or more of the voting rights of a public company which is subject to the Takeover Code or holds not less than 30 per cent. but not more than 50 per cent. of the voting rights exercisable at a general meeting and acquires additional shares which increase the percentage of their voting rights, would normally be required to make a general offer in cash at the highest price paid within the preceding 12 months for all the remaining equity share capital of the Company.

Under Rule 37 of the Takeover Code, when a company purchases its own voting shares, a resulting increase in the percentage of voting rights carried by the shareholdings of any person or group of persons acting in concert will be treated as an acquisition for the purposes of Rule 9. A shareholder who is neither a director nor acting in concert with a director will not normally incur an obligation to make an offer under Rule 9. However, under note 2 to Rule 37, where a shareholder has acquired shares at a time when it had reason to believe that a purchase by the company of its own voting shares may take place, an obligation to make a mandatory bid under Rule 9 may arise in certain circumstances. The buy back by the Company of Ordinary Shares could, therefore, have implications for Shareholders with significant shareholdings.

12.2. Squeeze-out and sell-out rules

Other than as provided by the Companies Law there are no rules or provisions relating to squeeze-out and sell-out rules in relation to the Ordinary Shares.

13. Disclosure requirements and notification of interest in Shares

Under Chapter 5 of the Disclosure Guidance and Transparency Rules sourcebook, subject to certain limited exceptions, person must notify the Company (and, at the same time, the FCA) of the percentage of voting rights he holds (within four trading days) if he acquires or disposes of Shares in the Company to which voting rights are attached and if, as a result of the acquisition or disposal, the percentage of voting rights which he holds as a Shareholder (or, in certain cases, which he holds indirectly) or through his direct or indirect holding of certain types of financial instruments (or a combination of such holdings):

13.1. reaches, exceeds or falls below five per cent. and each five per cent. threshold up to 30 per cent. then also at 50 per cent. and 75 per cent; or
13.2. reaches, exceeds or falls below an applicable threshold in paragraph 14.1 of this Part 10 above as a result of events changing the breakdown of voting rights and on the basis of the total voting rights notified to the market by the Company.

Such notification must be made using the prescribed form TR1 available from the FCA's website at http://www.fca.gov.uk. Under the Disclosure Guidance and Transparency Rules sourcebook, the Company must announce the notification to the public as soon as possible and in any event by not later than the end of the third trading day following receipt of a notification in relation to voting rights.

The FCA may take enforcement action against a person holding voting rights who has not complied wit Chapter 5 of the Disclosure Guidance and Transparency Rules sourcebook.

14. Restrictions on transfer

The distribution of this document and offer of Ordinary Shares in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Further information on the restrictions on transferring Ordinary Shares is set out in the section headed "Notice to Overseas Investors".

15. Documents available for inspection

Copies of the following documents are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Dickson Minto W.S., Broadgate Tower, 20 Primrose Street, London EC2A 2EW and at the Company's registered office until close of business on 2 March 2018 :

(i) the Company's memorandum of association and Articles;
(ii) the audited accounts of the Company for the years ended 31 December 2014, 31 December 2015 and 31 December 2016;
(iii) the letters of appointment referred to in paragraph 6.2 of this Part 10;
(iv) the written consents referred to in paragraphs 10.1, 10.2, 10.3 and 10.4 of this Part 10; and
(v) this document.

A copy of the Company's register of members is available for inspection in accordance with the provisions of the Companies Law.

16. Availability of the Prospectus

In addition, copies of this document are available free of charge from the registered office of the Company and the offices of the Placing Agent. Copies of this document are also available for access via the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM.

3 March 2017

PART 11 TERMS AND CONDITIONS OF THE INITIAL PLACING AND THE PLACING PROGRAMME

1. Introduction

1.1. Each Placee which confirms its agreement (whether orally or in writing) to each of Stifel, JPMC and RMB to subscribe for Ordinary Shares under the Initial Placing and Placing Programme will be bound by these terms and conditions and will be deemed to have accepted them.
1.2. The Company and/or Stifel and/or JPMC and/or RMB ay require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and/or may require any such Placee to execute a separate placing letter (a Placing Letter).
1.3 The terms and conditions of the Private Placement are found in the JSE Pre-listing Announcement.

2. Agreement to Subscribe for Ordinary Shares

Conditional on: (i) in the case of the Initial Placing, Initial Admission occurring and becoming effective by 8.00 a.m. (London time) on or prior to 31 March 2017 (or such later time and/or date, not being later than 30 April 2017, as the Company, the Investment Manager, Stifel, JPMC and RMB may agree) and, in the case of the Placing Programme, any subsequent Admission under the Placing Programme occurring not later than 8.00 a.m. (GMT) on such other dates as may be agreed between the Company, the Investment Manager, Stifel, JPMC and RMB prior to the closing of each placing under the Placing Programme, not being later than 2 March 2018; (ii) the Placing Agreement becoming otherwise unconditional in all respects and not having been terminated on or before the date of such Admission (save for, in the case of, the Initial Placing, any condition relating only to the Placing Programme); (iii) Stifel or JPMC confirming to the Placees its allocation of Ordinary Shares, a Placee agrees to become a member of the Company and agrees to subscribe for those Ordinary Shares allocated to it by Stifel or JPMC at the Initial Placing and Offer Price under the Initial Placing or the relevant Placing Programme Price under the Placing Programme; and (iv) the Issue Resolution being passed at the General Meeting. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have.

3. Payment for Ordinary Shares

Each Placee must pay the relevant price for the Ordinary Shares issued to the Placee in the manner and by the time directed by Stifel or JPMC. If any Placee fails to pay as so directed and/or by the time required, the relevant Placee's application for Ordinary Shares shall be rejected.

4. Representations and Warranties

By agreeing to subscribe for Ordinary Shares, each Placee which enters into a commitment to subscribe for Ordinary Shares will (for itself and any person(s) procured by it to subscribe for Ordinary Shares and any nominee(s) for any such person(s)) be deemed to agree, represent and warrant to each of the Company, the Investment Manager, Stifel, JPMC and RMB that:

4.1. in agreeing to subscribe for Ordinary Shares under the Initial Placing and/or Placing Programme, it is relying solely on this document and any supplementary prospectus issued by the Company and (in the case of the Placing Programme) any subsequent Company announcement via an RIS and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Initial Placing and/ or the Placing Programme. It agrees that none of the Company, the Investment Manager, Stifel, JPMC or RMB, nor any of their respective officers, agents or employees, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;

4.2. the content of this document is exclusively the responsibility of the Company and its Board and apart from the liabilities and responsibilities, if any, which may be imposed on Stifel, JPMC and RMB under any regulatory regime, neither Stifel, JPMC or RMB nor any person acting on their behalf nor any of their affiliates makes any representation, express or implied, nor accepts any responsibility whatsoever for the contents of this document nor for any other statement made or purported to be made by them or on its or their behalf in connection with the Company, the Ordinary Shares or the Issues;
4.3. if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Ordinary Shares under the Initial Placing and/or Placing Programme, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the Investment Manager, Stifel, JPMC or RMB or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Initial Placing and/or Placing Programme;
4.4. it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Ordinary Shares and it is not acting on a non-discretionary basis for any such person;
4.5. it agrees that, having had the opportunity to read this document, it shall be deemed to have had notice of all information and representations contained in this Prospectus, that it is acquiring Ordinary Shares solely on the basis of this Prospectus and no other information and that in accepting a participation in the Initial Placing and/or Placing Programme it has had access to all information it believes necessary or appropriate in connection with its decision to subscribe for Ordinary Shares;
4.6. it acknowledges that no person is authorised in connection with the Initial Placing and/or Placing Programme to give any information or make any representation other than as contained in this document and, if given or made, any information or representation must not be relied upon as having been authorised by Stifel, the Company or the Investment Manager;
4.7. it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;
4.8. it accepts that none of the Ordinary Shares have been or will be registered under the laws of the United States, Canada, Australia, Japan or New Zealand or any other jurisdiction where the availability of the Initial Placing and/or Placing Programme would breach any applicable law (an "Excluded Territory"). Accordingly, the Ordinary Shares may not be offered, sold or delivered, directly or indirectly, within any Excluded Territory;
4.9. if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Ordinary Shares may be lawfully offered under that other jurisdiction's laws and regulations;
4.10. if it is a resident in the EEA (other than the United Kingdom), it is a qualified investor within the meaning of the law in the Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive;
4.11. if it is outside the United Kingdom, neither this document nor any other offering, marketing or other material in connection with the Initial Placing and/or Placing Programme constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Ordinary Shares pursuant to the Initial Placing and/or Placing Programme unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Ordinary Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;
4.12. it acknowledges that neither Stifel, JPMC or RMB nor any of its respective affiliates nor any person acting on its behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Initial Placing and/or Placing Programme and participation in the Initial Placing and/or Placing Programme is on the basis that it is not and will not be a client of Stifel, JPMC or RMB or any of its affiliates and that Stifel, JPMC or RMB and any of its affiliates do not have any duties or responsibilities to it for providing protection afforded to their respective clients or for providing advice in relation to the Initial Placing and/or Placing Programme nor in respect of any representations, warranties, undertaking or indemnities contained in the Placing Letter;
4.13. it acknowledges that where it is subscribing for Ordinary Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the Ordinary Shares for each such account; (ii) to make on behalf of each such account the representations, warranties and agreements set out in this document; and (iii) to receive on behalf of each such account any documentation relating to the Initial Placing and/or Placing Programme in the form provided by the Company and/or Stifel and/or JPMC and/or RMB. It agrees that the provision of this paragraph shall survive any resale of the Ordinary Shares by or on behalf of any such account;
4.14. it irrevocably appoints any Director and any director of Stifel, JPMC or RMB to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Ordinary Shares for which it has given a commitment under the Initial Placing and/ or Placing Programme, in the event of its own failure to do so;
4.15. it accepts that if the Initial Placing and/or Placing Programme does not proceed or the conditions to the Placing Agreement are not satisfied or the Ordinary Shares for which valid application are received and accepted are not admitted to listing and trading on the Official List and the Main Market (respectively) for any reason whatsoever then none of the Company, the Investment Manager, Stifel, JPMC or any of their affiliates, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;
4.16. in connection with its participation in the Initial Placing and/or Placing Programme it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and countering terrorist financing and that its application is only made on the basis that it accepts full responsibility for any requirement to identify and verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Regulations 2007 in force in the United Kingdom; or (ii) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a county in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;
4.17. Stifel, JPMC, RMB and the Company (and any agent on their behalf) are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to them (or any agent acting on their behalf);
4.18. the representations, undertakings and warranties contained in this document are irrevocable. It acknowledges that Stifel, JPMC, RMB, the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the Ordinary Shares are no longer accurate, it shall promptly notify Stifel, JPMC or RMB and the Company;
4.19. where it or any person acting on behalf of it is dealing with Stifel or JPMC, any money held in an account with Stifel or JPMC on behalf of it and/or any person acting on behalf of it will not

be treated as client money within the meaning of the relevant rules and regulations of the Financial Conduct Authority which therefore will not require Stifel or JPMC to segregate such money, as that money will be held by Stifel or JPMC under a banking relationship and not as trustee;

4.20. any of its clients, whether or not identified to Stifel or JPMC or any of their affiliates or agents, will remain its sole responsibility and will not become clients of Stifel or JPMC or any of its affiliates or agents for the purposes of the rules of the Financial Conduct Authority or for the purposes of any other statutory or regulatory provision;
4.21. it accepts that the allocation of Ordinary Shares shall be determined by the Joint Bookrunners (in consultation with the Company and the Investment Manager) in their absolute discretion and that such persons may scale down any commitments for this purpose on such basis as they may determine; and
4.22. time shall be of the essence as regards its obligations to settle payment for the Ordinary Shares and to comply with its other obligations under the Initial Placing and/or Placing Programme.

5. Supply and Disclosure of Information

If Stifel, JPMC, RMB, the Company or any of their agents request any information in connection with a Placee's agreement to subscribe for Ordinary Shares under the Initial Placing and/or Placing Programme or to comply with any relevant legislation, such Placee must promptly disclose it to them.

6. Miscellaneous

6.1. The rights and remedies of Stifel, JPMC, RMB and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
6.2. On application, if a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Initial Placing and/or Placing Programme will be sent at the Placee's risk. They may be returned by post to such Placee at the address notified by such Placee.
6.3. Each Placee agrees to be bound by the Articles (as amended from time to time) once the Ordinary Shares, which the Placee has agreed to subscribe for pursuant to the Initial Placing and/or Placing Programme, have been acquired by the Placee. The contract to subscribe for Ordinary Shares under the Placing and the appointments and authorities mentioned in this prospectus will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Company and Stifel and JPMC, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against Placee in any other jurisdiction.
6.4. In the case of a joint agreement to subscribe for Ordinary Shares under the Initial Placing and/ or Placing Programme, references to a "Placee" in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.
6.5. Stifel, JPMC, RMB and the Company expressly reserve the right to modify the Initial Placing and/or Placing Programme (including, without limitation, their timetable and settlement) at any time before allocations are determined.
6.6. The Initial Placing and/or Placing Programme is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated. Further details of the terms of the Placing Agreement are contained in paragraph 8.1 of Part 9 of this document.

PART 12 TERMS AND CONDITIONS OF THE OFFER FOR SUBSCRIPTION

The Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company, for whom an investment in Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme.

In the case of a joint Application, references to you in these terms and conditions of Application are to each of you, and your liability is joint and several. Please ensure you read these terms and conditions in full before completing the Application Form.

The terms and conditions

(a) The contract created by the acceptance of an Application under the Offer for Subscription will be conditional on:
(i) Initial Admission having occurred by not later than 8.00 a.m. (London time) on 31 March 2017 (or such later date as may be provided for in accordance with the terms of the Placing Agreement referred to in paragraph 8.1 of Part 10 of this Prospectus);
(ii) the Placing Agreement referred to in paragraph 8.1 of Part 10 of this Prospectus becoming otherwise unconditional in all respects, and not being terminated in accordance with its terms before Initial Admission becomes effective (save for any condition relating only to the Placing Programme); and
(iii) the Issue Resolution being passed at the General Meeting.
(b) The Company reserves the right to present all cheques and banker's drafts for payment on receipt and to retain application monies and refrain from delivering an Applicant's Ordinary Shares into CREST, pending clearance of the successful Applicant's cheques or banker's drafts. The Company also reserves the right to reject in whole or part, or to scale down or limit, any Application. The Company may treat Applications as valid and binding if made in accordance with the prescribed instructions and the Company may, at its discretion, accept an Application in respect of which payment is not received by the Company prior to the closing of the Offer for Subscription. If any Application is not accepted in full (as a result of any scaling back or due to fractions of New Shares not being issued) or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance thereof will be returned (without interest) by returning each relevant Applicant's cheque or banker's draft or by crossed cheque in favour of the first Applicant through the post at the risk of the person(s) entitled thereto. In the meantime, application monies will be retained by the Receiving Agent in a separate account.

To ensure compliance with the Money Laundering Regulations, the Company (or any of its agents) may require, at its absolute discretion, verification of the identity of the person by whom or on whose behalf an Application Form is lodged with payment. If the Application Form is submitted by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or intermediary and not of the Company (or any of its agents).

The person lodging the Application Form with payment and in accordance with the other terms as described above, including any person who appears to the Company (or any of its agents) to be acting on behalf of some other person, accepts the Offer for Subscription in respect of such number of offered Ordinary Shares as is referred to therein and shall thereby be deemed to agree to provide the Company (or any of its agents) with such information and other evidence as the Company (or any of its agents) may require to satisfy the verification of identity requirements.

If the Company (or any of its agents) determines that the verification of identity requirements apply to any Application, the relevant Ordinary Shares (notwithstanding any other term of the Offer for Subscription) will not be issued to the relevant Applicant unless and until the verification of identity requirements have been satisfied in respect of that Applicant (or any beneficial holder) or Application. The Company (or any of its agents) is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any Application and whether such requirements have been satisfied, and neither the Company nor any agent of it will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.

If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays in the despatch of share certificates or in crediting CREST accounts. If, within a reasonable time following a request for verification of identity, the Company (or any of its agents) has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, treat the relevant Application as invalid, in which event the monies payable on acceptance of the Offer for Subscription will be returned (at the Applicant's risk) without interest to the account of the bank or building society on which the relevant cheque or banker's draft was drawn.

Submission of an Application Form with the appropriate remittance will constitute a warranty to each of the Company, the Administrator and the Registrar from the Applicant that the Money Laundering Regulations will not be breached by application of such remittance. The verification of identity requirements will not usually apply:

if the Applicant is an organisation required to comply with the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or
if the Applicant is a regulated United Kingdom broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations; or
if the aggregate subscription price for the offered Ordinary Shares is less than the lower of £12,000 or €15,000.

In other cases the verification of identity requirements may apply. If the Application Form is lodged with payment by a regulated financial services firm (being a person or institution) (the "Firm") which is located in Austria, Belgium, Canada, Cyprus, Denmark, Finland, France, Germany, Gibraltar, Guernsey, Hong Kong, Iceland, Ireland, Isle of Man, Italy, Japan, Jersey, Luxembourg, Malta, the Netherlands, New Zealand, Norway, Portugal, Singapore, the Republic of South Africa, Spain, Sweden, Switzerland, the UK and the United States of America, the Firm should provide with the Application Form written confirmation that it has that status and a written assurance that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on demand make such evidence available to the Company (or any of its agents). If the Firm is not such an organisation, it should contact Computershare Registrars at The Pavilions, Bridgwater Road, Bristol BS99 6ZZ. To confirm the acceptability of any written assurance referred to above, or in any other case, the Applicant should call the Shareholder Helpline on 0870 707 4040 (calls to this number are charged at ten pence per minute from a BT Landline, other network providers' costs may vary) or +44 870 707 4040 if calling from outside the United Kingdom. Calls to the helpline from outside the United Kingdom will be charged at applicable international rates. Lines are open 9 a.m. to 5.30 p.m. (London time) Monday to Friday. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored for security and training purposes. The helpline cannot provide advice on the merits of any proposals to invest in the Company nor give any financial, legal or tax advice.

If the Application Form(s) is/are in respect of Ordinary Shares with an aggregate subscription price of more than the higher of £12,000 or €15,000 and is/are lodged by hand by the Applicant in person, or if the Application Form(s) in respect of Ordinary Shares is/are lodged by hand by the Applicant and the accompanying payment is not the Applicant's own cheque, he or she should ensure that he or she has with him or her evidence of identity bearing his or her photograph (for example, his or her passport) and separate evidence of his or her address.

If, within a reasonable period of time following a request for verification of identity, and in any case by 11.00 a.m. on 28 March 2017, the Receiving Agent has not received evidence satisfactory to it as aforesaid, the Receiving Agent may, as agent of the Company and upon instruction from the Company, reject the relevant Application, in which event the monies submitted in respect of that Application will be returned without interest to the account at the drawee bank from which such monies were originally debited (without prejudice to the rights of the Company to undertake proceedings to recover monies in respect of the loss suffered by it as a result of the failure to produce satisfactory evidence as aforesaid).

All payments must be made by cheque or banker's draft in Sterling drawn on a branch in the United Kingdom of a bank or a building society which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by those companies or committees: cheques and banker's drafts must bear the appropriate sort code in the top right hand corner. Cheques, which must be drawn on the personal account of the individual investor where they have sole or joint title to the funds, should be made payable to Computershare Investor Services PLC re: "Foresight Solar Fund Limited — Offer for Subscription A/C" in respect of an Application and crossed "A/C Payee Only", Cheques should be for the full amount payable on Application. Post-dated cheques and payment via CHAPS, BACS or electronic transfer will not be accepted.

Third party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the cheque/banker's draft to such effect. The account name should be the same as that shown on the Application Form.

The following is provided by way of guidance to reduce the likelihood of difficulties, delays and potential rejection of an Application Form (but without limiting the Receiving Agent's right to require verification of identity as indicated above). Applicants should make payment by a cheque drawn on an account in their own name and write their name and address on the back of the banker's draft or cheque and, in the case of an individual, record his date of birth against his name; banker's drafts should be duly endorsed by the bank or building society on the reverse of the cheque as described above.

By completing and delivering an Application Form you, as the Applicant (and, if you sign the Application Form on behalf of somebody else or a corporation, that person or corporation, except as referred to in paragraph (i) below):

(a) agree to subscribe for the number of Ordinary Shares specified in your Application Form (or such lesser number for which your Application is accepted) on the terms of and subject to this Prospectus, including these terms and conditions, and subject to the Articles of Association of the Company;
(b) agree that, in consideration of the Company agreeing to process your Application, your Application cannot be revoked (subject to any legal right to withdraw your application which arises as a result of the publication of a supplementary prospectus) and that this paragraph shall constitute a collateral contract between you and the Company which will become binding upon despatch by post to, or (in the case of delivery by hand during normal business hours only) on receipt by, the Receiving Agent of your Application Form;
(c) agree and warrant that your cheque or banker's draft may be presented for payment on receipt and will be honoured on first presentation and agree that if it is not so honoured you will not be entitled to receive the Ordinary Shares until you make payment in cleared funds for the Ordinary Shares and such payment is accepted by the Company in its absolute discretion (which acceptance shall be on the basis that you indemnify it, and the Receiving Agent, against all costs, damages, losses, expenses and liabilities arising out of or in connection with the failure of your remittance to be honoured on first presentation) and you agree that, at any time prior to the unconditional acceptance by the Company of such late payment, the Company may (without prejudice to its other rights) avoid the agreement to subscribe for such Ordinary Shares and may issue or allot such Ordinary Shares to some other person, in which case you will not be entitled to any payment in respect of such Ordinary Shares other than the refund to you at your risk of the proceeds (if any) of the cheque or banker's draft accompanying your Application, without interest;
(d) agree that (i) any monies returnable to you may be retained pending clearance of your remittance and the completion of any verification of identity required by the Money Laundering Regulations and (ii) monies pending allocation will be retained in a separate account and that such monies will not bear interest;
(e) undertake to provide satisfactory evidence of your identity within such reasonable time (in each case to be determined in the absolute discretion of the Company and the Receiving Agent) to ensure compliance with the Money Laundering Regulations;
(f) agree that, in respect of those Ordinary Shares for which your Application has been received and is not rejected, acceptance of your Application shall be constituted, at the election of the Company, either (i) by notification to the UK Listing Authority and the London Stock Exchange of the basis of allocation (in which case acceptance shall be on that basis) or (ii) by notification of acceptance thereof to the Receiving Agent;
(g) authorise the Receiving Agent to procure that your name (together with the name(s) of any other joint Applicant(s)) is/are placed on the register of members of the Company in respect of such Ordinary Shares and to send a crossed cheque for any monies returnable by post without interest, at the risk of the persons entitled thereto, to the address of the person (or in the case of joint holders the first-named person) named as an Applicant in the Application Form;
(h) acknowledge that no person is authorised in connection with the Offer for Subscription to give any information or make any representation other than as contained in this Prospectus and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, the Receiving Agent, or any of their affiliates or any other person;
(i) warrant that, if you sign the Application Form on behalf of somebody else or on behalf of a corporation, you have due authority to do so on behalf of that other person or corporation, and such person or corporation will also be bound accordingly and will be deemed to have given the confirmations, warranties and undertakings contained herein and undertake to enclose your power of attorney, or a copy thereof duly certified by a solicitor or bank, with the Application Form;
(j) agree that all Applications, acceptances of Applications and contracts resulting from such acceptances shall be governed by and construed in accordance with English law, and that you submit to the jurisdiction of the English courts and agree that nothing shall limit the right of the Company to bring any action, suit or proceeding arising out of or in connection with any such Applications, acceptances of Applications and contracts in any other manner permitted by law or in any court of competent jurisdiction;
(k) confirm that in making such Application, neither you nor any person on whose behalf you are applying are relying on any information or representation in relation to the Company other than the information contained in this Prospectus and, accordingly, you agree that no person (responsible solely or jointly for this Prospectus or any part thereof or involved in the preparation thereof) shall have any liability for any such information or representation;
(l) confirm that your Application is made solely on the terms of this Prospectus and subject to the Articles;
(m) irrevocably authorise the Company or any person authorised by it to do all things necessary to effect registration of any Ordinary Shares subscribed by or issued to you into your name(s) or into the name(s) of any person(s) in whose favour the entitlement to any such Ordinary Shares has been transferred and authorise any representative of the Company to execute any document required therefor;
(n) agree that, having had the opportunity to read this Prospectus, you shall be deemed to have had notice of all information and representations concerning the Company and the Ordinary Shares contained therein;
(o) confirm that you have reviewed the restrictions contained in these terms and conditions;
(p) warrant that, if you are an individual, you are not under the age of 18;
(q) agree that all documents and cheques sent by post to, by or on behalf of the Company or the Receiving Agent, will be sent at the risk of the person(s) entitled thereto;
(r) warrant that in connection with your Application you have observed the laws of all relevant territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your Application in any territory and that you have not taken any action which will or may result in the Company or any person responsible solely or jointly for the prospectus or any part of its or involved in the preparation thereof acting in breach of the regulatory or legal requirements of any territory (including in particular FSMA) in connection with the Offer for Subscription or your Application;
(s) save where you have satisfied the Company that an appropriate exemption applies so as to permit you to subscribe, represent and agree that you are not a resident of Australia, Canada, Japan or the Republic of South Africa; and
(t) agree, on request by the Company or the Receiving Agent on behalf of the Company, to disclose promptly in writing to the Company or the Receiving Agent any information which the Company or the Receiving Agent may reasonably request in connection with your Application, and authorise the Company or the Receiving Agent on behalf of the Company to disclose any information relating to your Application as it considers appropriate.

If you are applying on behalf of someone else you will not, and will procure that none of your affiliates will, circulate, distribute, publish or otherwise issue (or authorise any other person to issue) any document or information in connection with the Issue, or make any announcement or comment (whether in writing or otherwise) which states or implies that it has been issued or approved by or prepared in conjunction with the Company or any person responsible solely or jointly for this Prospectus or any part thereof or involved in the preparation thereof or which contains any untrue statement of material fact or is misleading or which omits to state any material fact necessary in order to make the statements therein not misleading.

No person receiving a copy of this Prospectus and/or an Application Form in any territory other than the UK may treat the same as constituting an invitation or an offer to him; nor should he in any event use an Application Form unless, in the relevant territory, such an invitation or offer could lawfully be made to him or the Application Form could lawfully be used without contravention of any, or in compliance with, any unfulfilled registration or other legal or regulatory requirements. It is the responsibility of any person outside the UK wishing to apply for Ordinary Shares under the Offer for Subscription to satisfy himself as to full observance of the laws of any relevant territory in connection with any such Application, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in any such territory and paying any issue, transfer or other taxes required to be paid in any such territory.

The Ordinary Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States and may not be offered or sold directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons. The Company has not been and will not be registered as an "investment company" under the U.S. Investment Company Act, and investors will not be entitled to the benefits of the U.S. Investment Company Act. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, Canada, Japan or the Republic of South Africa and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the Ordinary Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in Australia, Canada, Japan or the Republic of South Africa . Unless the Company has expressly agreed otherwise in writing, you represent and warrant to the Company that you are not a U.S. Person or a resident of Australia, Canada, Japan or the Republic of South Africa and that you are not subscribing for such Ordinary Shares for the account of any U.S. Person or resident of Australia, Canada, Japan or the Republic of South Africa and that you will not offer, sell, renounce, transfer or deliver, directly or indirectly, Ordinary Shares subscribed for by you in the United States, Australia, Canada, Japan or the Republic of South Africa or to or for the account or benefit of any U.S. Person or resident of Australia, Canada, Japan or the Republic of South Africa. Subject to certain exceptions, no Application will be accepted if it bears an address in the United States, Australia, Canada, Japan or the Republic of South Africa unless an appropriate exemption is available as referred to above.

Pursuant to the Data Protection Act 1998 (the "DP Law"), the Company, the Administrator and/or the Registrar may hold personal data (as defined in the DP Law) relating to past and present Shareholders. Such personal data is held by Computershare as Receiving Agent, which will share such data with the Administrator and the Registrar, and is used by the Administrator and the Registrar to maintain the Company's register of Shareholders and mailing lists and this may include sharing such data with third parties in one or more of the countries mentioned below when (i) effecting the payment of dividends to Shareholders and the payment of commissions to third parties and (ii) filing returns of Shareholders and their respective transactions in Ordinary Shares with statutory bodies and regulatory authorities. Personal data may be retained on record for a period exceeding six years after it is no longer used.

The countries referred to in the paragraph immediately above include, but need not be limited to. those in the European Economic Area and any of their respective dependent territories overseas, Argentina, Australia, Brazil, Canada, Hong Kong, India, Japan, New Zealand, Republic of Korea, Russian Federation, Singapore, South Africa, Switzerland and the United States.

By becoming registered as a holder of Ordinary Shares in the Company, a person becomes a data subject (as defined in the DP Law) and is deemed to have consented to the processing by the Company, the Administrator and/or the Registrar of any personal data relating to them in the manner described above.

The basis of allocation will be determined by Stifel, JPMC and RMB (following consultation with the Company and the Investment Manager), at their absolute discretion. The right is reserved to reject in whole or in part and/or scale down and/or ballot any Application or any part thereof. The right is reserved to treat as valid any Application not in all respects completed in accordance with the instructions relating to the Application Form, including if the accompanying cheque or banker's draft is for the wrong amount.

NOTICES TO OVERSEAS INVESTORS

This Prospectus has been approved by the FCA as a prospectus which may be used to offer securities to the public for the purposes of section 85 FSMA and the Prospectus Directive. No arrangement has however been made with the competent authority in any other EEA State (or any other jurisdiction) for the use of this Prospectus as an approved prospectus in such jurisdiction and accordingly no public offer is to be made in such jurisdictions. Issue or circulation of this Prospectus may be prohibited in countries other than those in relation to which notices are given below. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, shares in any jurisdiction in which such offer or solicitation is unlawful.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), (other than the UK once this document has been approved by the FCA and published in accordance with the Prospectus Directive), an offer to the public of any Ordinary Shares may not be made in that Relevant Member State, except that the Ordinary Shares may be offered to the public in that Relevant Member State at any time under the following exemptions under the Prospectus Directive, if it has been implemented in that Relevant Member State:

(a) to legal entities which are qualified investors as defined in the Prospectus Directive;
(b) by the Placing Agent, to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) as permitted under the Prospectus Directive; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Ordinary Shares shall result in a requirement for the publication by the Company or any Manager of a prospectus pursuant to Article 3 of the Prospectus Directive, or supplementing a prospectus pursuant to Article 16 of the Prospectus Directive, and each person who initially acquires Ordinary Shares or to whom any offer is made will be deemed to have represented, warranted to and agreed with the Placing Agent and the Company that it is a "qualified investor" within the meaning of the law in that Relevant Member State implementing Article 2(l)(e) of the Prospectus Directive.

For the purposes of this provision, the expression an "offer to the public" in relation to any Ordinary Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Ordinary Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

In the case of any Ordinary Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will be deemed to have represented, warranted, acknowledged and agreed that the Ordinary Shares subscribed by it in the Issue have not been subscribed on a non-discretionary basis on behalf of, nor have they been subscribed with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Ordinary Shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the Placing Agent has been obtained to each such proposed offer or resale.

The Company, the Placing Agent and its affiliates and others will rely upon the truth and accuracy of the foregoing representation, warranty, acknowledgement and agreement. Notwithstanding the above, a person who is not a qualified investor and who has notified the Placing Agent of such fact in writing may, with the consent of the Placing Agent, be permitted to subscribe for Ordinary Shares in the Issues.

Further, in order to comply with the AIFMD and local laws, the New Shares may only be marketed (as that term is used in the AIFMD) in the EEA in states which have not implemented the AIFMD or in the United Kingdom. Otherwise, the New Shares are only offered in the EEA to the extent they can otherwise lawfully be offered or sold (including at the initiative of investors).

The Company is self managed and acts as its own capitalised alternative investment fund manager and has submitted all the required notifications and obtained all necessary approvals to enable it to market the New Shares in the UK.

For the attention of US investors

The Ordinary Shares offered by this Prospectus may not be offered or sold directly or indirectly in or into the United States, or to or for the account or benefit of any U.S. Person (within the meaning of Regulation S under the U.S. Securities Act). In addition, the Company has not been, and will not be, registered under the U.S. Investment Company Act. Furthermore, the Articles provide that the Board may, in its absolute discretion, refuse to register a transfer of any Ordinary Shares to a person that it has reason to believe is an employee benefit plan subject to ERISA or similar US laws, that will give rise to an obligation of the Company to register under the U.S. Investment Company Act or preclude the availability of certain exemptions, that will cause the Company or the Ordinary Shares to become subject to registration under the U.S. Exchange Act, would subject the Investment Manager to registration under the U.S. Commodity Exchange Act of 1974 or that would give rise to the Company or the Investment Manager becoming subject to any U.S. law or regulation determined to be detrimental to it (any such person being a "Prohibited U.S. Person"). The Company may require a person believed to be a Prohibited U.S. Person to provide documentary evidence that it is not such a Prohibited U.S. Person or to sell or transfer the Ordinary Shares held by it to a person who is qualified to hold the Ordinary Shares and, if these requirements are not satisfied within 30 days' notice, the Ordinary Shares will be deemed to have been forfeited.

NOTES ON HOW TO COMPLETE THE APPLICATION FORM

Applications should be returned so as to be received by 11.00 a.m. on 28 March 2017. All Applicants should read notes 1-5. Note 6 should be read by Joint Applicants.

1. Application

Fill in (in figures) the aggregate subscription price for which your application is made. Your application must be for Ordinary Shares with a minimum aggregate subscription price of £1,000 or, if for more than £1,000, in multiples of £100.

2. Personal Details

Fill in (in block capitals) the full name, address and daytime telephone number of the applicant. If this application is being made jointly with other persons, please read Note 6 before completing Box 2.

3. Signature

The applicant named in Box 2 must date and sign Box 3.

The Application Form may be signed by another person on your behalf if that person is duly authorised to do so under a power of attorney. The power of attorney (or a copy duly certified by a solicitor or a bank) must be enclosed for inspection. A corporation should sign under the hand of a duly authorised official whose representative capacity should be stated.

4. Cheque/Banker's Draft Details

Attach a cheque or banker's draft for the exact amount shown in Box 1 to your completed Application Form. Your cheque or banker's draft must be made payable to "Foresight Solar Fund Limited — Offer for Subscription A/C" and crossed "a/c Payee".

Your payment must relate solely to this application. No receipt will be issued.

Payments must be made by cheque or banker's draft in Sterling drawn on a branch in the United Kingdom, the Channel Islands or the Isle of Man of a bank or building society which is either a member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques or banker's drafts to be cleared through the facilities provided for members of any of these companies. Such cheques or banker's drafts must bear the appropriate sort code in the top right hand corner. Cheques, which must be drawn on the personal account of the individual investor where they have a sole or joint title to the funds, should be made payable to "Foresight Solar Fund Limited — Offer for Subscription A/C". Third party cheques will not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has confirmed the name of the account holder by stamping endorsing the cheque/bankers' draft to such effect.

The account name should be the same as that shown on the application.

Applications with a value of €15,000 (approximately equivalent to £12,000) or greater, which are to be settled by way of a third party payment, e.g. banker's draft, building society cheque or a cheque drawn by someone other than the applicant, will be subject to Jersey and the United Kingdom's verification of identity requirements which are contained in the Money Laundering (Jersey) Order 2008, as amended and the Money Laundering Regulations 2007. In order to ensure compliance with the CDD Rules the Company (or any of its agents) may require at its absolute discretion such evidence in respect of any application which is satisfactory to it to establish your identity or that of any person on whose behalf you are acting and/or your status.

For UK applicants, this may involve verification of names and addresses (only) through a reputable agency. For non-UK applicants, verification of identity may be sought from your bankers or from another reputable institution or professional adviser in the applicant's country of residence.

If satisfactory evidence of identity has not been obtained within a reasonable time, and in any event (unless the Offer for Subscription is extended) by 11.00 a.m. on 28 March 2017, your application may not be accepted.

Certificates, cheques and other correspondence will be sent to the address in Box 2.

5. Shares in Uncertificated Form (CREST)

If you wish your Ordinary Shares to be issued in uncertificated form you should complete the Application Form as above and must also complete Box 5.

6. Joint Applicants

If you make a joint application, you will not be able to transfer your Ordinary Shares into an ISA. If you are interested in transferring your Ordinary Shares into an ISA, you should apply in your name only.

If you do wish to apply jointly, you may do so with up to three other persons. Boxes 2 and 3 must be completed by one applicant. All other persons who wish to join in the application must complete and sign Box 6.

Another person may sign on behalf of any joint applicant if that other person is duly authorised to do so under a power of attorney. The power of attorney (or a copy duly certified by a solicitor or a bank) must be enclosed for inspection.

Certificates, cheques and other correspondence will be sent to the address in Box 2.

7. Verification of Identity

Section 7 of the Application Form applies if the aggregate value of the Ordinary Shares and any Subscription Shares which you are applying for, whether in one or more applications, exceeds €15,000 (or its equivalent, being approximately £12,000) or the Company (or any of its agents), at its absolute discretion deems it necessary to apply in order to ensure compliance with the CDD Rules. If section 7 applies to your application, you must ensure that section 7.1, 7.2 or 7.3 (as appropriate) is completed.

7.1 Professional Adviser or Intermediary

You should complete section 7.1 of the Application Form if you are a stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if outside the United Kingdom, another appropriately authorised independent financial adviser acting on behalf of a client.

7.2 Reliable Introducer

If you are not a professional adviser or intermediary and the value of your application(s) exceed(s) €15,000 (or its equivalent, being approximately £12,000) or the Company (or any of its agents) deems it necessary, at its absolute discretion, in order to ensure compliance with the CDD Rules, you will be required to provide the verification of identity documents listed in section 7.3 of the Application Form unless you can have the declaration set out in section 7.2 of the Application Form given and signed by a firm acceptable to the Receiving Agent and the Company. Section 7.2 of the Application Form details those firms acceptable to the Receiving Agent and the Company for signing the declaration. In order to ensure their Application Forms are processed timely and efficiently, all applicants who are not professional advisers or intermediaries and to whose applications section 7 of the Application Form applies are strong!)' advised to have the declaration set out in section 7.2 of the Application Form completed and signed by a suitable firm where possible.

7.3 Applicant Identity Information

Section 7.3 of the Application Form need only be completed where the aggregate value of the Ordinary Shares which you are applying for, whether in one or more applications, exceeds €15,000 (or its equivalent, being approximately £12,000) or the Company (or

any of its agents) deems it necessary, at its absolute discretion, in order to ensure compliance with the CDD Rules and neither sections 7.1 nor 7.2 of the Application Form can be completed.

Notwithstanding that the declaration set out in section 7.2 of the Application Form has been completed and signed, the Receiving Agent and the Company reserve the right to request of you the identity documents listed in section 7.3 of the Application Form and/or to seek verification of identity of each holder and payor (if necessary) from you or their bankers or from another reputable institution, agency or professional adviser in the applicable country of residence. If satisfactory evidence of identity has not been obtained within a reasonable time, your application might be rejected or revoked.

Where certified copies of documents are requested in section 7.3 of the Application Form, such copy documents should be certified by a senior signatory of a firm which is either a governmental approved bank, stockbroker or investment firm, financial services firm or an established Jaw firm or accountancy firm which is itself subject to regulation in the conduct of its business in its own country of operation and the name of the firm should be clearly identified on each document certified.

Instructions for Delivery of Completed Application Forms

Completed Application Forms should be returned, by post to Computershare, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE so as to be received by no later than 11.00 a.m. on 28 March 2017, together in each case with payment in full in respect of the application. If you post your Application Form, you are recommended to use first class post and to allow at least two days for delivery. Application Forms received after this date may be returned.

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APPLICATION FORM

FORESIGHT SOLAR FUND LIMITED

Please send the completed form by post to Computershare, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, so as to be received by no later than 11.00 a.m. on 28 March 2017.

Important – Before completing this form, you should read the accompanying notes.

ALL APPLICANTS MUST COMPLETE BOXES 1 TO 3 (SEE NOTES 1 TO 6 OF THE NOTES ON HOW TO COMPLETE THIS APPLICATION FORM)

If you have a query concerning completion of this Application Form please call the Shareholder Helpline on 0370 707 4040 or +44 370 707 4040 if calling from outside the United Kingdom. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls may be recorded and monitored for security and training purposes. The helpline cannot provide advice on the merits of any proposals to invest in the Company nor give any financial, legal or tax advice. You are strongly recommended to read and consider the prospectus of Foresight Solar Fund Limited before completing an application.

1. Application

I/We offer to subscribe for:

£ of Ordinary Shares (minimum £1,000 and thereafter in multiples of £100) fully paid, at the Initial Placing and Offer Price per Ordinary Share (as calculated in accordance with the prospectus of the Company dated 3 March 2017 and as announced on 14 March 2017) subject to the Terms and Conditions of Application set out in such prospectus and subject to the memorandum and articles of association of the Company respectively, and attach a cheque or banker's draft for the amount payable.

2. Personal details (PLEASE USE BLOCK CAPITALS)

Mr, Mrs, Miss or Title Forenames (in full)
Surname
Address (in full)

Postcode	Daytime telephone no.

3. Signature

✂

I/We hereby confirm that I/we have read the Prospectus and make this application on and subject to the Terms and Conditions of Application set out in the Prospectus.

Signature	Dated
-----------	-------

4. Cheque/Banker's Draft

Attach your cheque or banker's draft for the exact amount shown in Box 1 made payable to "Foresight Solar Fund Limited – Offer for subscription A/C" and crossed "a/c Payee".

5. Shares in Uncertificated Form (CREST)

Complete this section only if you require your New Shares to be credited to a CREST account in the same name as the applicant.

CREST Participant ID:		CREST Member Account ID:
(no more than 5 characters)		(no more than eight characters)
CREST Participant's Name

BOX 6 MUST ONLY BE COMPLETED BY JOINT APPLICANTS (SEE NOTE 6)

6. Joint Applicants (PLEASE USE BLOCK CAPITALS)

Complete this section only if you require your Ordinary shares to be credited to your CREST account.

Mr, Mrs, Miss or Title	Forenames (in full)	Surname	Address	Signature

Contact tel. no:	FCA No.:

Intermediary name, if applicable	Intermediary stamp, if applicable

7. Verification of Identity (If the value of the Ordinary Shares which you are applying for, whether in one or more applications, exceeds €15,000 (or its equivalent, being approximately £12,000) or the Company (or any of its agents) deems it necessary, at its absolute discretion, in order to ensure compliance with the CDD Rules, you mush ensure that section 7.1, 7.2 or 7.3 (as appropriate) is completed.
7.1. Professional Advisers and Intermediaries (This section 7.1 should be completed if an application for Ordinary Shares is being made on behalf of ^a client by ^a stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if outside the United Kingdom, another appropriately authorised independent financial adviser).

(Name of professional adviser or intermediary, in full)
(Address, in full)
	(Post Code)
(Contact Name)	(Telephone Number)

Declaration by the professional adviser or intermediary

To: Foresight Solar fund Limited, Computershare Investor Services PLC and Stifel Securities Limited.

We are a financial adviser authorised under the Financial Services and Markets Act 2000 applying for New Shares on behalf of one or more clients ("relevant clients"). As such, we hereby undertake to:

1. complete anti-money laundering verification of all relevant clients and to inform you of any unsatisfactory conclusion in respect of any such client;
1. keep records to verify the name, identity, place of birth, residential address, occupation and signature of each relevant client; and
1. supply copies of any such records to you as you may require.

We are governed in the conduct of our investment business and in respect of conducting antimoney laundering verification by the following regulatory or professional body (and our reference or other official number allocated to us by that body is included in the box below).

(Full name and country of operation of regulatory or professional body)
(Reference or other official number)

If you require further information about our procedures or any of our relevant clients, please contact the person named as the contact in the first box in this section 7.1.

(Date) 2017	(Official stamp, if any)
(Signature)
(Full Name)
(Title/position)

7.2. Reliable Introducer (If you are not ^a professional adviser or intermediary to whom section 7.1 applies, completion and signing of declaration in this section 7.2 by ^a suitable person or institution may avoid presentation being requested of the identity documents detailed in section 7.3 of this form).

(The declaration below may only be signed by ^a person or institution (such as ^a governmental approved bank, stockbroker or investment firm, financial services firm or an established law firm or accountancy firm) (the "firm") which is itself subject in its own country to the operation of "know your customer" and anti-money laundering regulations no less stringent than those which prevail in the UK. Acceptable countries include Austria, Belgium, Denmark, Finland, France, Germany, Gibraltar, Greece, Jersey, Hong Kong, Iceland, Isle of Man, Italy, Luxembourg, Netherlands, New Zealand, Norway, Portugal, Singapore, South Africa, Spain, Sweden and Switzerland.)

Declaration by the firm

To: Foresight Solar fund Limited, Computershare Investor Services PLC and Stifel Nicolaus Europe Limited

With reference to the applicant(s) detailed in section(s) 3 and, in the case of joint applicants, 7 above, all persons signing sections 4 and 7 above (collectively the "relevant persons"), we hereby declare that:

1. we operate in one of the above-mentioned countries and our firm is subject to money laundering regulations under the laws of that country which, to the best of our knowledge, are no less stringent than those which prevail in the UK;
1. we are regulated in the conduct of our business and in the prevention of money laundering by the regulatory authority identified below;
1. each of the relevant persons is known to us in a business capacity and we hold valid identity documentation on each of them and we undertake to immediately provide to you copies thereof on demand;
1. we confirm the accuracy of the names and residential/business address(es) of the applicant(s) named in sections 3 and, in the case of joint applicants, 7 above and, if details of a CREST account are included in section 6 above, that the owner thereof is the applicant named in section 3 above;
1. having regard to all local money laundering regulations we are, after enquiry, satisfied as to the source and legitimacy of the monies being used to subscribe for the New Shares to which this application relates; and
1. where the payor and applicant(s) are different persons we are satisfied as to the relationship between them and the reason for the payor being different to the applicant(s).

The above information is given in strict confidence for your own use only and without any guarantee, responsibility or liability on the part of the firm or its officials.

(Date) 2017	(Official stamp, if any)
(Signature)
(Full Name)
(Title/position)

having authority to bind the firm, the details of which are set out below:

(Name of firm, in full)
(Address, in full)
	(Post Code)
(Contact Name)	(Telephone Number)

(Full name of firm's regulatory authority)
(Website address or telephone	(Firm's registered, licence or other
number of regulatory authority)	official number)

7.3. Applicant identity information (Only complete this section 7.3 if your application has ^a value greater than 15,000 (or its equivalent, being approximately £12,000) and neither sections 7.1 and 7.2 can be completed) or the Company (or any of its agents) deems it necessary, at its absolute discretion, in order to ensure compliance with the CDD Rules.

In accordance with internationally recognised standards for the prevention of money laundering, the relevant documents and information listed below must be provided (please note that the Receiving Agent and the Company reserve the right to ask for additional documents and information).

✂

		Tick here for documents provided
		Applicable			Payor
		1	2	3	4
A.	For each applicant who is an individual enclose:
(i)	a certified clear photocopy of one of the following identification documents which bears both a photograph and the signature of the person: (a) current passport; (b) Government or Armed Forces identity card; or (c) driving licence; and
(ii)	certified copies of at least two of the following documents which purport to confirm that the address(es) given in section 3 and, in the case of joint applicants, section 7 is the applicant's residential address: (a) a recent gas, electricity, water or telephone (not mobile) bill; (b) a recent bank statement; (c) a council tax bill; or (d) similar bill issued by a recognised authority; and
(iii)	if none of the above documents show their date and place of birth, enclose a note of such information; and
(iv)	details of the name and address of their personal bankers from which the Receiving Agent or the Company may request a reference, if necessary.
B.	For each holder being a company (a "holder company") enclose:
(i)	a certified copy of the certificate of incorporation of the holder company; and
(ii)	the name and address of the holder company's principal bankers from which the Receiving Agent or the Company may request a reference, if necessary; and
(iii)	a statement as to the nature of the holder company's business, signed by a director; and
(iv)	a list of the names and residential addresses of each director of the holder company; and
(v)	for each director provide documents and information similar to that mentioned in A above; and
(vi)	a copy of the authorised signatory list for the holder company; and
(vii)	a list of the names and residential/registered addresses of each ultimate beneficial owner interested in more than 5% of the issued share capital of the holder company and, where a person is named, also enclose the documents and information referred to in C below and, if another company is named (a "beneficiary company"), also complete D below. If the beneficial owner(s) named do not directly own the holder company but do so indirectly via nominee(s) or intermediary entities, provide details of the relationship between the beneficial owner(s) and the holder company.
C.	For each individual named in B(vii) as a beneficial owner of a holder company enclose for each such person documents and information similar to that mentioned in A(i) to (iv)
D.	For each beneficiary company named in B(vii) as a beneficial owner of a holder company enclose:
(i)	a certificated copy of the certificate of incorporation of that beneficiary company; and
(ii)	a statement as to the nature of that beneficiary company's business signed by a director; and
(iii)	the name and address of the beneficiary company's principal bankers from which the Receiving Agent or the Company may request a reference, if necessary; and
(iv)	enclose a list of the names and residential/registered address of each beneficial owner owning more than 5% of the issued share capital of that beneficiary company.
E.	If the payor is not an applicant and is not a bank providing its own cheque or banker's payment on the reverse of which is shown details of the account being debited with such payment enclose:
(i)	if the payor is a person, for that person the documents mentioned in A(i) to (iv); or
(ii)	if the payor is a company, for that person the documents mentioned in B(i) to (vii); and
(iii)	an explanation of the relationship between the payor and the applicant(s).

Foresight Solar Fund Limited. Elizabeth House 9 Castle Street St Helier Jersey JE2 3RT

Registered Office: 9 Castle Street, St Helier, Jersey

AI Terminal

Foresight Solar Fund LTD

5151_prs_2017-03-03_264086a3-661d-4519-96e2-5a1c1041bba5.pdf

FORESIGHT SOLAR FUND LIMITED

FORESIGHT SOLAR FUND LIMITED

Stifel Nicolaus Europe Limited

J.P. Morgan Cazenove

FirstRand Bank Limited

SUMMARY

Section A — Introduction and warnings

Section B — Issuer

Proposed investment objective and policy

The Administrator and Company Secretary

The Registrar

The Auditor

B.41 Regulatory status of investment manager

B.42 Calculation of Net Asset Value

Section C — Securities

Section E — Securities

RISK FACTORS

Risks relating to the Ordinary Shares

Risks relating to the market value of the Ordinary Shares

Risks relating to the trading price of the Ordinary Shares

Risks relating to the liquidity of the Ordinary Shares

Risks relating to target returns and dividends

Risks relating to exchange rate fluctuations which may impact the price of Ordinary Shares or the value of any dividends paid

Risks relating to the Company

Risks relating to the Company's investment objective

Risks relating to gearing

Risks relating to leverage at the SPV level

Risks relating to the reliance on key individuals

Risks relating to the initial term of the Investment Management Agreement

Risks relating to conflicts of interest

Risks relating to laws and regulations which may affect the Company

Risks relating to the Foreign Account Tax Compliance Act

Risks relating to the taxation of the Company

Risks relating to the UK's implementation of the Organisation for Economic Co-operation and Development's (OECD) Base Erosion and Profit Shifting Proposals

Risks relating to interest deductibility

Risk relating to capital allowance claims

Risks relating to withholding taxes

Risks relating to chargeable gains

Risks relating to changes in beneficial tax and subsidy regimes

Risks relating to UK taxation of investors in offshore funds

Risks relating to the Initial Placing and Offer and Placing Programme

Risks relating to costs and expenses

Risks relating to the Company's investments

Changes in economic conditions may adversely affect the Group's prospects

Risks relating to movements in currency

The UK's exit from the EU may affect the Net Asset Value per Share and prospects

Risks relating to political support for solar PV

Risks relating to changes in public attitude

Risks relating to regulatory changes in the UK electricity market

Risks relating to the Levy Control Framework

Risks relating to revenue related to the sale of electricity

Risks relating to UK electricity suppliers

Risks relating to the price of green benefits

Risks relating to the Electricity Market Reform

Risks relating to RPI

Risks relating to grandfathering

Risks relating to the price of solar PV equipment

Risks relating to gas power generation

Risks relating to the concentration of the Company's investment portfolio

Risks relating to weather conditions

Risks relating to natural disasters

Risks relating to the intermittent nature of solar PV

Risks relating to counterparties

Risks relating to the renewal of the Group's power purchase agreements

Risks relating to third party service providers

Risks relating to operation and maintenance contracts

Risks relating to technology and operations

Risks relating to the operational life span of solar panels

Risks relating to property matters

Risks relating to harm to the natural environment

Risks relating to maintaining the connections of solar PV assets to the electricity transmission and distribution network

Risks relating to participation in the balancing mechanism

Risks relating to untested nature of long term operational environment

Risks relating to the construction of solar PV assets

Risks relating to the acquisition of majority or minority stakes in individual ground-based solar PV assets

Risks relating to the market value of investments and valuations

Risks relating to modelling future returns