AGM Information • Jul 12, 2023
AGM Information
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If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, solicitor, accountant, or other independent professional adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
Notice of the annual general meeting of Foresight Group Holdings Limited (the Company) to be held at 1.00 p.m. on 10th August 2023 at Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey GY1 2HH is set out in this notice.
Whether or not you propose to attend the annual general meeting, please complete and submit a proxy form in accordance with the instructions printed on the enclosed form. The proxy form must be received not less than 48 hours before the time of the holding of the annual general meeting (excluding any part of a non-working day) (i.e. by no later than 1.00 p.m. on 8th August 2023).
Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to the Company in connection with the Waiver Resolution and other matters referred to in this document and no one else and will not be responsible to anyone other than the Company (whether or not a recipient of this document) for providing the protections afforded to clients of Numis nor for providing advice in relation to the proposals described in this document or any other matter referred to in this document. Persons other than the Company are recommended to seek their own financial and other professional advice.
Neither Numis nor any of its affiliates, directors or employees owes or accepts any duty, responsibility or liability whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) for the contents of this document, any statement contained herein, or for any other statement made or purported to be made in connection with the Company or the Waiver Resolution.
Registered Office: P.O. Box 650, 1st Floor Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey GY1 3JX
Incorporated and registered in Guernsey under registration number 51521
Notice of Annual General Meeting
and approval of waiver of obligation
under Rule 9 of the Takeover Code
12 th July 2023
To the holders of ordinary shares
I am pleased to be writing to you with details of our annual general meeting (AGM) which we are holding at 1.00 p.m. on 10th August 2023 at Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey GY1 2HH. The purpose of the AGM is to seek shareholders' approval for the resolutions set out in the formal notice of the AGM (from page 5 of this document). It is also an opportunity for shareholders to express their views and to ask questions of the Directors of the Company (the Board). The Board is committed to open dialogue with its shareholders and the AGM presents an opportunity for shareholders to engage with the Board directly.
We appreciate some shareholders may prefer not to attend, or may be unable to attend, in person, and, accordingly, they are encouraged to submit any questions they may have for the Board in advance, by sending them by post to the Company's registered office (marked for the attention of the Jo Nicolle, the Company Secretary) or by email to the following email address ([email protected]), in each case so they are received by 1.00 p.m. on 8th August 2023. The Board will attempt to reply to any emails or written correspondence received as soon as reasonably practicable. Replies will either be made by return email or published on the Investor Relations section of our website https://foresight.group/shareholders, as deemed appropriate by the Board.
If you plan on attending the AGM, we would ask that you register your intention to do so in advance for logistical and security reasons at [email protected].
We have today released our annual report and accounts for the year ended 31st March 2023, which is available on our website, at https://foresight.group/shareholders.
In accordance with the requirements of the Company's articles of incorporation and the UK Corporate Governance Code in respect of the appointments of the Directors to be subject to annual election or re-election, resolutions are proposed to re-appoint each of Bernard Fairman, Gary Fraser, Geoffrey Gavey, Michael Liston, OBE, and Alison Hutchinson, CBE, as Directors.
Resolutions are also proposed to receive the Company's annual report and accounts for the year ended 31st March 2023, to approve each of the Directors' remuneration report, to re-appoint the Company's auditors and to provide certain customary authorities to the Company's Directors. In accordance with best corporate governance, the Chairman will propose that the vote on each of the resolutions be by way of a poll.
The full text of the resolutions proposed at the AGM is set out in the formal notice of the AGM starting on page 5 of this document.
Explanatory notes on all the business to be considered at this year's AGM, including the proposed waiver of potential obligations under Rule 9 of the Takeover Code, appear on page 9 of this document.
The Directors consider that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole, save that Bernard Fairman and Gary Fraser make no recommendation with regard to the Waiver Resolution as, in accordance with the Takeover Code, they are considered to be interested in the outcome of that resolution. Your Board (other than Bernard Fairman and Gary Fraser in respect of the Waiver Resolution, for the reasons set out above) unanimously recommends that shareholders vote in favour of the resolutions at the AGM, as the Directors intend to do in respect of their own beneficial holdings of ordinary shares.
The Independent Directors, who have been so advised by Numis, consider the waiver of the obligation that may arise for the Concert Party to make an offer under Rule 9 of the Takeover Code in relation to the authority to make market purchases in Resolution 14 up to the limit set out to be in the best interests of the Non-Concert Party Shareholders as a whole. In providing its advice to the Independent Directors, Numis has taken account of the Independent Directors' commercial assessments. If the Company were to repurchase, from persons other than the Concert Party, all the shares for which it is seeking authority pursuant to Resolution 14, the interest of the Concert Party in the Company's shares would (assuming no other issue of shares) increase from 35.7% to 39.6% of the issued share capital of the Company by virtue of such actions. The Company did not exercise the equivalent authority under the resolution that was passed by shareholders at the 2022 AGM to make market purchases of its own shares.
Russell Healey ceased to be an employee of Foresight Group on 31st March 2023 and Nigel Aitchison and Federico Giannandrea ceased to be employees of Foresight Group on 30th June 2023. The Panel has confirmed that, in view of this, each of Russell Healey, The Healey Family Trust, Nigel Aitchison, The Aitchison Charitable Trust and Federico Giannandrea no longer form part of the Concert Party. In addition, 7,937,879 ordinary shares were issued by the Company on 9th September 2022. Therefore, since the 2022 AGM, the aggregate shareholding of the Concert Party has reduced from 44.9% to 35.7% and the aggregate interest of the Concert Party in the Company's shares if the company were to use its authority to buyback shares in full has reduced from 49.9% in 2022 to 39.6%.
Accordingly, the Independent Directors unanimously recommend that the Non-Concert Party Shareholders vote in favour of the Waiver Resolution
to be proposed at the Annual General Meeting, as the Independent Directors intend to do in respect of their own beneficial holdings of ordinary shares, which amount to approximately 0.03% of the issued Ordinary shares.
If you would like to vote on the resolutions but cannot attend the AGM in person, please fill in the proxy form sent to you with this notice and return it to Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or (ii) online at www.investorcentre.co.uk/eproxy as soon as possible but, in any event, so as to reach our Registrar by no later than 1.00 p.m. on 8th August 2023. Instructions for CREST members who wish to appoint a proxy or proxies through the CREST electronic appointment service are set out in the notes to the formal notice of the AGM (which begins at page 5 of this document).
Yours faithfully,
Bernard Fairman
Executive Chairman
(the Company)
Notice is hereby given that this year's annual general meeting (the Meeting) will be held at 1.00 p.m. on 10th August 2023 at Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey GY1 2HH. You will be asked to consider and pass the resolutions below (each a Resolution and, together, the Resolutions). Resolutions 11 to 14 will be proposed as special resolutions, and Resolutions 1 to 10 and 15 will be proposed as ordinary resolutions. Resolution 15 will be taken on a poll upon which only Non-Concert Party Shareholders will be able to vote.
provided that this authority shall, unless previously renewed, varied or revoked by the Company in a general meeting, expire at the conclusion of the next annual general meeting of the Company after the date on which this Resolution is passed or at close of business on 9 th November 2024 (if earlier), save that the Directors may, before the expiry of such period, make an offer or agreement which would or might require Shares to be issued, or rights to subscribe for or to convert any security into Shares to be granted, after the expiry of such period and the Directors may issue Shares and grant rights in pursuance of such offer or agreement as if the authority conferred by this Resolution had not expired.
That, subject to the passing of Resolution 11, the Directors be and are generally and unconditionally authorised to allot and issue equity securities (as defined in the Articles) for cash and/or to sell Shares held by the Company as treasury shares for cash, as if Article 5.1 of the Articles did not apply to any such issue or sale, provided that this power shall be limited to:
(a) the issue of equity securities or sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 11, by way of a fully pre-emptive offer only) to:
and, in each case, so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;
and such authorities and powers shall, unless previously renewed, varied or revoked by the Company in a general meeting, expire at the conclusion of the next annual general meeting of the Company or at close of business on 9th November 2024 (if earlier), save that the Directors may, before the expiry of such period, make an offer or agreement which would or might require equity securities to be issued and treasury shares to be sold after the expiry of such period and the Directors may issue equity securities and sell treasury shares in pursuance of such offer or agreement as if such power had not expired.
and such authority and power shall, unless previously renewed, varied or revoked by the Company in general meeting, expire at the conclusion of the next annual general meeting of the Company or at close of business on 9th November 2024 (if earlier), save that the Directors may, before the expiry of such period, make an offer or agreement which would or might require equity securities to be issued and treasury shares to be sold after the expiry of such period and the Directors may issue equity securities and sell treasury shares in pursuance of such offer or agreement as if such power had not expired.
12 th July 2023
By order of the Board Foresight Group Holdings Limited
IMPORTANT: In any case your proxy form must be received by the Company's Registrar in accordance with the instructions above no later than 48 hours before the time fixed for holding the Meeting (excluding any part of a nonworking day) (i.e. by no later than 1.00 p.m. on 8 th August 2023).
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by using the procedures described in the CREST manual which can be viewed at www.euroclear.com/CREST. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should contact their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST proxy instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the agent of the Company's Registrar (3RA50) by no later than 1.00 p.m. on 8th August 2023 (or not less than 48 hours before the time appointed for any adjourned meeting at which the person named in the proxy form proposes to vote) (or in the case of a poll shall be deposited at the time the poll is demanded or, if the poll is to be taken more than 48 hours after it is demanded, at least 24 hours before the time appointed for taking the poll), and if not (unless the Board of the Company directs otherwise), the proxy form shall not be treated as valid (in each case excluding any part of a non-working day). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s) to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this regard, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 34 of the Uncertificated Securities (Guernsey) Regulations 2009.
The notes on the following pages explain the proposed Resolutions.
Resolutions 1 to 10 and 15 are proposed as ordinary resolutions. This means that for each of those Resolutions to be passed, more than half of the votes cast by persons entitled to vote must be in favour of the Resolution. Resolutions 11 to 14 are proposed as special resolutions. This means that for these Resolutions to be passed, a majority of not less than 75 per cent. of the votes cast by persons entitled to vote must be in favour of each Resolution.
The Directors will present the reports of the Directors and auditors and the accounts of the Company for the financial year ended 31st March 2023 to shareholders at the annual general meeting. The report of the Directors, the accounts, and the report of the Company's auditors on the accounts are contained within the annual report, which can be found on the Company's website at https://foresight.group/shareholders.
The Remuneration Committee of the Board of Directors will present the remuneration report of the Company for the financial year ended 31st March 2023 to shareholders at the annual general meeting for approval. The vote is advisory and the Directors' entitlement to receive remuneration is not conditional on it. The report can be found on the Company's website at https://foresight.group/shareholders.
Resolution 3 recommends that a final dividend of 15.5 pence per ordinary share be declared for the financial year ended 31st March 2023. If approved, the recommended final dividend will be paid on 20th October 2023 to all shareholders whose names appear on the Company's register of members at 6.00 p.m. on 29th September 2023.
Resolutions 4 to 8 propose the re-appointment of each of Bernard Fairman, Gary Fraser, Geoffrey Gavey, Michael Liston, OBE, and Alison Hutchinson, CBE. The re-appointments will take effect at the conclusion of the Meeting. The Directors believe that the Board offers an appropriate balance of knowledge and skills and that all the non-executive Directors are independent in character and judgement. The Nomination Committee, which considers the balance of the Board and the mix of skills, knowledge and experience of its members, has considered and recommends the reappointment of all of the Directors standing for re-election. Biographies of each of the Directors are set out below:
Bernard co-founded the Foresight Group in 1984 to raise a new fund for investment in unquoted technology companies based in the UK, the United States and France. He is an executive chairman with over 40 years of private equity experience. Bernard is responsible for the strategic direction and management of the Foresight Group through organic growth and acquisitions to reach a leading position in the UK small cap private equity and international infrastructure markets.
Prior to founding Foresight Group, Bernard worked at 3i Ventures as an investment manager where he was responsible for sourcing, evaluating and negotiating investments.
BA in Applied Economics from the University of Nottingham.
External Directorships Beau Port Investments Limited.
Gary joined Foresight in 2004 and is the Chief Financial Officer and Chief Operating Officer based in the London office. He has over 28 years of experience and is responsible for all financial and operational matters including providing and facilitating specialist financial input into corporate, portfolio and investment decisions.
Prior to joining Foresight, Gary worked at F&C Asset Management as a company secretary, where he focused on legal and tax compliance, financial compliance, technical and financial reporting and corporate finance. He has also worked at EY, focusing on audit and risk assurance, and corporate finance.
Chartered Fellow of the Securities Institute, Chartered Accountant, BAcc from the University of Stirling.
Averon Park Limited (a Foresight managed entity).
Alison is CEO of fintech charity The Pennies Foundation (which she founded in 2009) working with retailers to enable digital giving and serves as a senior independent non-executive director at DFS Furniture plc and Yorkshire Building Society.
Alison has a strong background in both IT and retail financial services, having started her career at IBM and becoming global director of online financial services before joining Barclays Bank and then specialist mortgage provider Kensington Group as managing director and then Group CEO.
In 2016, Alison was awarded a CBE for services to the economy and charities.
BSc in Technology & Business Studies from Strathclyde University.
DFS Furniture plc, Yorkshire Building Society and Your Penny Limited
Geoff joined the Company's Board in 2015 as an independent Non-Executive Director and sits on the Remuneration, Audit & Risk, and Nomination Committees. He is the managing director of FNB International Trustees Limited ("FNB") and deputy head of banking for FNB Channel Islands Bank. He is a member of the audit and risk committee of both FNB International Trustees Limited and FNB Channel Islands Bank.
He was formerly a director of Fairbairn Trust Company Limited, a subsidiary of Old Mutual, and worked for Lloyds Bank International in both Guernsey and Gibraltar.
Associate of the Chartered Institute of Bankers, Member of the Chartered Institute of Marketing, registered Trust and Estate Practitioner, BSc in Mining Engineering from University College, Cardiff.
Ashburton Investments International Holdings Limited plus various directorships of companies serviced by FNB for its clients.
Michael (Mike) is the Non-Executive Chairman of JTC plc having joined the company as an independent non-executive director of JTC Group Holdings in 2012 and has extensive experience across public and private sector businesses.
Mike has held a number of non-executive roles, was formerly chairman of The Jersey Appointments Commission, established by the States of Jersey to ensure probity in senior public sector appointments, and is a Fellow of the Royal Academy of Engineering.
In 2007, Mike was awarded an OBE for services to the electricity industry and charity. He was elected as a Jurat (Lay Judge) of the Royal Court of Jersey in 2012, retiring from this position in 2017.
External Directorships JTC plc.
As at 10th July 2023 (being the latest practicable date prior to the publication of the Notice), Bernard Fairman was deemed to be a controlling shareholder of the Company for the purposes of the Listing Rules. Resolutions 6 to 8 relate to the re-election of Geoffrey Gavey, Michael Liston and Alison Hutchinson as independent Directors. The Listing Rules require the re-election of the Independent Directors to be approved by both:
(a) the shareholders of the Company; and
(b) the independent shareholders of the Company (being the shareholders of the Company who are entitled to vote on the election of Directors who are not controlling shareholders of the Company).
The Resolutions relating to the re-election of the Independent Directors are, therefore, being proposed as ordinary resolutions on which all shareholders may vote, but in addition the Company will separately count the number of votes cast by independent shareholders in favour of the Resolutions (as a proportion of the total votes of independent shareholders cast on the Resolutions) to determine whether the second threshold referred to in (b) above has been met. The Company will announce the results of Resolutions 6 to 8 on this basis, as well as announcing the results of the ordinary resolutions of all shareholders.
Under the Listing Rules, if a resolution to re-elect any of the Independent Directors is not approved by both a majority of the shareholders as a whole and a majority of the independent shareholders, a further resolution may be put to the shareholders as a whole at a meeting which must be held more than 90 days, but not more than 120 days, after the date of the original vote. This resolution need only be approved by a majority of the shareholders as a whole. The Listing Rules allow any Independent Directors not approved by the independent shareholders to remain in office until the further resolution has been voted on. Accordingly, if any of Resolutions 6 to 8 are approved by a majority of the shareholders of the Company as a whole but not by a majority of the independent shareholders, the relevant Independent Director will be treated as having been elected only for the period from the date of the Annual General Meeting until the earlier of: (i) the close of any further meeting held more than 90, but not more than 120, days after the Annual General Meeting; (ii) the date falling 120 days after the Annual General Meeting; or (iii) the date of any announcement by the Board that it does not intend to hold a second meeting. If the appointment of the relevant Independent Directors are approved by a majority of the shareholders of the Company as a whole at the second meeting, the relevant Independent Directors will then be elected until the next annual general meeting.
In addition, the Company is also required to provide details of: (i) any previous or existing relationship, transactions or arrangements between the Company and the Independent Directors, its Directors, the controlling shareholder or any of his associates; (ii) why the Company considers that each of the Independent Directors will be an effective Director; (iii) how the Company has determined that each of the Independent Directors is independent; and (iv) the process by which the Company has selected the Independent Directors. In this regard, the Board notes the following:
Relationships, transactions or arrangements involving Independent Directors
Confirmation is given that the Independent Directors, other than Geoffrey Gavey, have not had any existing or previous relationship, transaction or arrangement with the Company, any of its Directors or the controlling shareholder or his associates. Other than by virtue of his appointment and terms in office as an Independent Director of the Company, Geoffrey Gavey has been a Director of the Company since 31st May 2015 and was also a director of Beau Port Investments Limited, the company through which Bernard Fairman holds his shares in the Company, from 1st January 2018 to 8 th December 2020.
All Director effectiveness is judged equally and determined on the basis of the range of skills and experience of the individual in question. In this regard, each of the Independent Directors, possesses extensive experience and skills which are key to the success of the Company's business.
The independence of Directors is assessed in accordance with the recommendations of the UK Corporate Governance Code. This assessment is conducted at the time of appointment and will be monitored as part of periodic reviews and assessments of conflicts of interest and seeks to determine that each Independent Director is independent in character and judgment and whether there are any relationships or circumstances likely to affect, or that could appear to affect, judgment.
As regards Independent Directors, all appointments are made on the basis of pre-determined job descriptions, which include estimates of time commitment requirements. When seeking candidates to fill specific Board positions, potential candidates are identified through external contacts and recruitment consultants are retained where appropriate to do so.
The auditors of a company must be re-appointed at each general meeting at which accounts are laid. Resolution 9 proposes the reappointment of the Company's existing auditors, BDO LLP, until the conclusion of the next general meeting of the Company at which accounts are laid. Resolution 10 gives authority to the Directors to determine the auditors' remuneration.
Resolution 11 seeks shareholder approval to authorise the Directors to allot and issue unissued shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company. The authority under paragraph (a) of Resolution 11 generally authorises the Directors to issue shares in the capital of the Company or to grant rights to subscribe for, or to convert any security into shares in the Company up to (or equivalent to), in aggregate, 38,757,070 shares, being one third of the issued share capital of the Company as at 10th July 2023 (being the latest practicable date prior to the publication of this Notice).
The authority in paragraph (b) of Resolution 11 will allow the Directors to issue shares in the capital of the Company or to grant rights to subscribe for, or to convert any security into shares in the Company in connection with a fully pre-emptive offer in favour of ordinary shareholders up to (or equivalent to), in aggregate 77,514,140 shares. This represents approximately two-thirds of the total issued ordinary share capital of the company as at 10th July 2023 (being the latest practicable date prior to publication of this Notice) (such amount to be reduced by the amount of any relevant securities issued under the authority conferred by paragraph (a) of Resolution 11).
The authorities sought under paragraphs (a) and (b) of
Resolution 11 would expire at the conclusion of the next annual general meeting of the Company in 2024 or, if earlier, the close of business on 9th November 2024. The extent of these authorities are in accordance with applicable institutional guidelines. The Board has no present intention to exercise the authorities under Resolution 11. However, it is considered prudent to maintain the flexibility that this Resolution provides. The Company's Directors intend to renew these authorities annually.
As at the date of this Notice, no shares are held by the Company in treasury.
Disapplication of pre-emption rights – (Resolutions 12 and 13) The Articles provide that, subject to certain exceptions, before the Directors may allot and issue equity securities wholly for cash, they must first offer them to existing shareholders in proportion to their holdings of ordinary shares.
Resolutions 12 and 13 are to approve the disapplication of preemption rights. The passing of these resolutions would allow the Directors to issue equity securities for cash and/or sell treasury shares without first having to offer such shares to existing shareholders in proportion to their existing holdings.
The authority under Resolution 12 would, subject to the passing of Resolution 11, empower the Directors to allot and issue equity securities wholly for cash as if such pre-emption rights did not apply up to the limits specified in the Resolution. The authority under Resolution 12 would be limited to:
Resolution 13 would, subject to the passing of Resolution 11 and in addition to the authority sought under Resolution 12, give the Directors authority to (i) issue a further 10 per cent. of the issued ordinary share capital of the Company as at 10th July 2023 (being the latest practicable date prior to the publication of this Notice) for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment contemplated by the Statement of Principles on Disapplying of Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice (the "Statement of Principles") and (ii) issue or sell shares (otherwise than under paragraph (i)) up to, in aggregate, 2,325,424 shares, which represents approximately 2 per cent. of the Company's issued ordinary share capital as at 10th July 2023 (being the latest practicable date prior to the publication of this Notice) to be used only for the purposes of making a follow-on offer to retail investors or existing investors not allocated shares in the offer.
The disapplication authorities under Resolutions 12 and 13 are in line with guidance set out in the Statement of Principles. The Statement of Principles allows a board to issue shares for cash otherwise than in connection with a pre-emptive offer (i) up to 10 per cent. of a company's issued share capital for use on an unrestricted basis, (ii) up to a further 10 per cent. of a company's issued share capital for use in connection with an acquisition or specified capital investment announced either contemporaneously with the issue, or which has taken place in the preceding twelve month period and is disclosed in the announcement of the issue and (iii) in the case of both (i) or (ii), up to an additional 2 per cent. in connection with a follow-on offer to retail investors or existing investors not allocated shares in the offer.
The authorities contained in Resolutions 12 and 13 would expire at the conclusion of the next annual general meeting of the Company in 2024 or, if earlier, the close of business on 9th November 2024.
This Resolution would, subject to the passing of Resolution 15, authorise the Company to make market purchases of its own ordinary shares as permitted by section 315 of The Companies (Guernsey) Law, 2008. The authority limits the number of shares that could be purchased to a maximum of 11,627,121 shares (equivalent to 10 per cent. of the Company's issued ordinary share capital as at 10th July 2023 (being the latest practicable date prior to the publication of this Notice)) and sets a minimum and maximum price.
This authority would expire at the conclusion of the next annual general meeting of the Company or, if earlier, at close of business on 9 th November 2024. The Board has no present intention to exercise this authority. However, it is considered prudent to maintain the flexibility that this authority provides. The Company's Directors intend to renew this authority annually. The Board would only exercise this authority when to do so would be in the best interests of the Company and could be expected to result in an increase in earnings per share of the Company. Any purchases of ordinary shares would be by means of market purchase through the London Stock Exchange.
Any shares the Company buys under this authority may either be cancelled or held in treasury. Treasury shares can be re-sold for cash, cancelled or used for the purposes of employee share schemes. No dividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares. The Directors believe that it is desirable for the Company to have this choice as holding the purchased shares as treasury shares would give the Company the ability to re-sell or transfer them in the future and so provide the Company with additional flexibility in the management of its capital base.
As at 10th July 2023 (being the latest practicable date prior to the publication of this Notice), the total number of options to subscribe for ordinary shares in the Company amounted to 2,359,530. This represented 2.03% per cent. of the Company's issued ordinary share capital on that date. If this authority to purchase shares is exercised in full, the options would represent 2.25% per cent. of the issued ordinary share capital as at 10th July 2023.
The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30% or more of the voting rights of a company which is subject to the Code is normally required to make an offer to all the remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30% of the voting rights of such a company but does not hold shares carrying more than 50% of the voting rights of the company, an offer will normally be required if any further interests in shares carrying voting rights are acquired by such person or any person acting in concert with that person.
An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer
Under Rule 37 of the Takeover Code, when a company purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purposes of Rule 9 of the Takeover Code (although a shareholder who is neither a Director nor acting in concert with a Director will not normally incur an obligation to make a Rule 9 offer).
The Company has agreed with the Panel that the following persons are acting in concert in relation to the Company:
Bernard Fairman, Executive Chairman and co-founder of the Company;
Beau Port Investments Limited, the company through which Bernard Fairman holds his shares in the Company;
Gary Fraser, Chief Financial Officer and Chief Operating Officer, and his wife, Susan Fraser; and
David Hughes and Michael Currie, each being senior employees of Foresight Group (together, the "Concert Party").
The Concert Party is considered to be acting in concert because of their long-standing close business relationship in relation to the Company and their on-going role in the management of the Company.
The Company has applied to the Panel for a waiver of Rule 9 of the Takeover Code in order to permit the Company to make market purchases as proposed under Resolution 14 (the "Buyback Resolution") (if such authority is approved by shareholders) without triggering an obligation on the part of any member of the Concert Party to make a general offer to shareholders. The Panel has agreed, subject to the Non-Concert Party Shareholders' approval on a poll, to waive the requirement for any member of the Concert Party to make a general offer to all shareholders where such an obligation would arise as a result of purchases by the Company of up to 11,627,121 shares.
The Concert Party is currently interested in an aggregate of 41,459,764 shares, representing 35.7% of the issued share capital of the Company. If the Company were to repurchase, from persons other than the Concert Party, all the shares for which it is seeking authority, the interest of the Concert Party in the Company's shares would (assuming no other issue of shares) increase to 39.6% of the issued share capital of the Company by virtue of such actions. The Company does not hold any shares in treasury.
Shareholders should also note that in the event Resolution 15 is passed, the Concert Party will not be restricted from making an offer to all shareholders should it choose to do so.
Full details of each of the Concert Party's current shareholdings and their shareholdings if the Buyback Resolution was exercised in full are as follows:
| Member of Concert Party |
Role | Number of Shares |
Percentage of issued ordinary share capital |
Percentage of issued ordinary share capital following the exercise of the Buyback Resolution (1) |
|---|---|---|---|---|
| Bernard Fairman (through Beau Port Investments Limited) |
Executive Chairman |
32,324,699 | 27.8 | 30.9 |
| Gary Fraser (and his wife, Susan Fraser) |
Chief Financial Officer and Chief Operating Officer |
4,413,365 | 3.8 | 4.2 |
| David Hughes |
Chief Investment Officer |
2,896,250 | 2.5 | 2.8 |
| Michael Currie |
Head of Retail Sales |
1,825,450 | 1.6 | 1.7 |
| Total | 41,459,764 | 35.7 | 39.6 |
(1) Assuming that: (i) none of the Concert Party members has Shares bought back pursuant to authority set out in the Buyback Resolution; (ii) no further Shares are issued; (iii) the authority pursuant to the Buyback Resolution is exercised in full; (iv) the Buyback Resolution is approved by shareholders.
An increase in the percentage of the shares carrying voting rights in which any member of the Concert Party is interested, as a result of any exercise by the Company of the authority to make market purchases, would ordinarily result members of the Concert Party being under an obligation to make a general offer to all shareholders under Rule 9 of the Takeover Code.
The Company intends to seek the separate approval of the Non-Concert Party Shareholders for this resolution, which will be proposed as an ordinary resolution taken as a poll. No shareholders other than the Non-Concert Party Shareholders will be permitted to vote on the Waiver Resolution.
If Resolution 15 is approved, such approval shall expire on 9 th November 2024 or, if earlier, at the conclusion of the Company's next annual general meeting.
Pursuant to the Relationship Agreement entered into by the Company with Bernard Fairman, and the other Principal Shareholders, on 4 th February 2021, the Company and the Principal Shareholders agreed, amongst other things, to ensure that: (a) the Company and its subsidiaries are capable of carrying on their business independently of Bernard Fairman and the other Principal Shareholders; and (b) any transactions, relationships and agreements between: (i) the Principal Shareholders or any of their associates; and (ii) any member of the Company's group, are conducted at arm's length and on normal commercial terms. The Relationship Agreement will remain in force for so long as: (a) the Company's shares are listed on the premium listing segment of the Official List of the Financial Conduct Authority; and (b) Bernard Fairman and/or Beau Port Investments or any of their associates exercise or control the exercise of 10% or more (and in the case of the other Principal Shareholders, 20% or more in aggregate) of the votes which are generally exercisable at general meetings of the Company. In particular, the Relationship Agreement shall continue to be effective and bind Bernard Fairman and the other Principal Shareholders even if the proposal is passed and their shareholding subsequently increases. It is noted that, since they no longer form part of the concert party, Nigel Aitchison, Russell Healey and Federico Giannandrea are no longer Principal Shareholders under the Relationship Agreement.
The Concert Party members have no intention that the business of the Company should be run in any way differently from the manner in which it is run at present.
The Directors intend to maintain the listing of the shares of the Company on the premium listing segment of the Official List for the foreseeable future.
The Directors take responsibility for the information contained in this document other than:
(i) the recommendation and associated opinion attributed to the Independent Directors set out in the Chairman's Letter; and
(ii) any information in the document relating to the Concert Party.
To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that this is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Concert Party Directors take responsibility for any information in the document relating to the Concert Party. To the best of the knowledge and belief of the Concert Party Directors (who have taken all reasonable care to ensure that this is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Independent Directors take responsibility for the recommendation and associated opinion attributed to them in the Chairman's Letter. To the best of the knowledge and belief of the Independent Directors (who have taken all reasonable care to ensure that this is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Company is an award-winning infrastructure asset and private equity investment manager that specialises in providing investment opportunities in difficult-to-access private markets to both institutional and retail investors using ESG-friendly strategies. The business was founded by Bernard Fairman and Peter English in 1984. Bernard Fairman is the Executive Chairman and Peter English has now semi-retired.
The Directors of the Company as at the date of this document are:
Bernard Fairman, Executive Chairman Gary Fraser, Chief Financial Officer and Chief Operating Officer Geoffrey Gavey, Non-Executive Director Michael Liston, OBE, Non-Executive Director
Alison Hutchinson, Non-Executive Director
The audited accounts and any preliminary statement of annual results, half yearly financial report or interim financial information of the Company since its IPO is available on its investor relations website, https://foresight.group/shareholders.
The key terms of the Directors' service agreements are set out below:
| Director | Date of service agreement/letter of appointment |
Notice Period |
Fee p.a. |
|---|---|---|---|
| Bernard Fairman |
3 February 2021 | 12 months |
£550,000 |
| Gary Fraser |
3 February 2021 | 6 months |
£220,000 |
| Geoffrey Gavey |
3 February 2021 | 1 month |
£65,000 |
| Michael Liston, OBE |
3 February 2021 | 1 month |
£60,000 |
|---|---|---|---|
| Alison Hutchinson |
3 February 2021 | 1 month |
£60,000 |
There have been no new service contracts or amendments to existing service contracts within the period of six months preceding the date of this document.
There are no commission or profit-sharing arrangements between the Company and any of the Directors. On termination of any Director's service contract, the maximum amount payable by the Company is the value of salary and benefits for the notice period.
| Director | Number of Shares |
Percentage of Issued Share Capital |
|---|---|---|
| Bernard Fairman(1) |
32,324,699 | 27.80 |
| Gary Fraser(2) | 4,413,365 | 3.80 |
| Geoffrey Gavey | 11,904 | 0.01 |
| Michael Liston, OBE |
11,904 | 0.01 |
| Alison Hutchinson, CBE |
5,952 | 0.01 |
(1) Bernard Fairman holds his shares in the Company through Beau Port
The Directors do not hold any share options. No management incentivisation arrangements are agreed or proposed in connection with the Buyback Resolution.
During the period of 12 months preceding the date of this document, there have been no dealings in relevant securities by the Concert Party, nor any person acting in concert with the Concert Party.
As at the close of business on 10th July 2023 (being the latest practicable date prior to the publication of this Notice), no relevant Company securities had been borrowed or lent by the Concert Party, nor any person acting in concert with the Concert Party.
During the period beginning two years preceding the date of this document and ending on 10th July 2023 (being the latest practicable date prior to the publication of this Notice), neither the company nor any of its subsidiaries, nor any member of the Concert Party has entered into any material contracts otherwise than in the ordinary course of business, save for the following agreements:
Foresight Group LLP and Downing LLP ("Downing") entered into an asset purchase agreement on 11th June 2022 (the "D APA") pursuant to which Foresight Group LLP agreed to acquire part of the business of Downing relating to (i) the investment management and administration of Downing One VCT Plc and Downing Four VCT Plc (excluding the Downing Four VCT Healthcare Share Class) and (ii) the management of the Downing Ventures EIS Scheme (the "Downing Assets"). The acquisition of the Downing Assets completed on 4 th July 2022 (the "Completion Date").
The initial consideration paid by Foresight Group LLP for the Downing Assets was £13,632,866.60 (the "Initial Consideration"). Under the D APA, additional deferred consideration may be payable subject to certain milestones, up to a total consideration cap under the D APA of
Customary warranties, which are typical for a transaction of this nature, were provided by the parties under the D APA.
Under the D APA, certain employees were transferred pursuant to TUPE from Downing to Foresight Group LLP. Downing and Foresight Group LLP have each provided indemnities, which are typical for a transaction of this nature, in favour of the other in connection with the employee transfer.
Foresight Group LLP provided a restrictive covenant in favour of Downing not to solicit any Downing Group employees within a three-year period following the Completion Date in relation to any employees who are not being transferred to Foresight Group.
Foresight Group LLP and Downing also entered into a put option on the Completion Date pursuant to which Foresight Group LLP granted Downing an option to require Foresight Group LLP to enter into an asset purchase agreement (the "Option APA"), pursuant to which Foresight Group LLP would acquire the part of the business of Downing relating to: (i) the investment management and administration of the Healthcare Share Class of Downing Four VCT Plc; and (ii) the management of the Downing Healthcare Knowledge Intensive EIS Fund. The Option APA is on substantially similar terms to the D APA.
Foresight Group Australia BidCo PTY Ltd (the "Australian Bidco") and the Company entered into a share sale agreement with, among others, Log Creek Pty Ltd (the "Sellers") on 12th July 2022 (the "SSA") pursuant to which Australian Bidco agreed to acquire the entire share capital of Infrastructure Capital Holdings Pty Ltd ("ICH") (the "ICH Acquisition"). Completion of the ICH Acquisition is conditional upon, amongst other things, certain regulatory and change of control conditions.
The initial consideration payable by the Australian Bidco for ICH is A\$105,000,000, payable 50% in cash and 50% in ordinary shares in the capital of the Company. Under the SSA, contingent consideration of up to A\$35,000,000, of which up to A\$20,000,000 is payable in cash and A\$15,000,00 in ordinary shares in the capital of the Company, may also become payable based on the achievement of specific revenue targets for the 12-month periods ending 30th June 2025 and 30th June 2026.
Customary warranties, which are typical for a transaction of this nature, were provided by the Sellers under the SSA, and will be repeated on completion of the ICH Acquisition.
In connection with the ICH Acquisition, the Company also entered into a Management Incentive Deed, with the aim of incentivising selected senior managers and employees of ICH following the ICH Acquisition.
Set out below are the middle market quotation for an ordinary share in the capital of the Company, as derived from the Daily Official List of the London Stock Exchange plc, for the first business date of each of the last six months and the latest available date before the publication of this document:
| Date | Price per ordinary share (pence) |
|---|---|
| 10 July 2023 | 430 |
| 3 July 2023 | 435 |
| 1 June 2023 | 411 |
| 2 May 2023 | 397 |
| 3 April 2023 | 391 |
| 1 March 2023 | 410 |
|---|---|
| 1 February 2023 | 465 |
Neither the Company nor any of its subsidiaries have been rated by any ratings agencies.
Numis has given and has not withdrawn its written consent to the issue of this document with the references to it in the form and context in which they appear.
There has been no significant change in the financial or trading position of the Company since 31st March 2023, being the end of the last financial period, for which audited financial information has been published.
Save as set out in this document, no agreement, arrangement or understanding (including any compensation arrangement), exists between any Concert Party (or any of their respective concert parties (as defined the Takeover Code) and any of the Independent Directors, recent independent directors, Non-Concert Party Shareholders, recent Non-Concert Party Shareholders or any other person interested or recently interested in shares of the Company, having any connection with or dependence upon the proposals set out in Resolutions 14.
No agreement, arrangement or understanding currently exists whereby beneficial ownership of any of the shares acquired by the Company under the Buyback Resolution (if passed) will be transferred to any other person.
Copies of the following documents are available on the Company's website https://foresight.group/shareholders and a hard copy is available free of charge from the Company Secretary: (i) the audited accounts and any preliminary statement of annual results, half yearly financial report or interim financial information of the Company since its IPO; (ii) the Articles of Association of the Company; and (iii) the Letter of Consent from Numis in relation to the inclusion of its advice in this document.
Any documents incorporated by reference into this document have been incorporated in compliance with Rule 24.15 of the Takeover Code.
"Concert Party" Bernard Fairman, Executive Chairman and cofounder of the Company; Beau Port Investments Limited, the company through which Bernard Fairman holds his shares in the Company; Gary Fraser, Chief Financial Officer and Chief Operating Officer, and his wife, Susan Fraser; and David Hughes and Michael Currie, each being senior employees of the Company.
"Concert Party Directors" means Bernard Fairman and Gary Fraser.
"Directors" means Bernard Fairman, Gary Fraser, Geoffrey Gavey, Michael Liston and Alison Hutchinson.
"Independent Directors" means Geoffrey Gavey, Michael Liston and Alison Hutchinson.
"Non-Concert Party Shareholders" means shareholders who are
"Notice" means the notice of annual general meeting set out on pages 5 to 7 of this document.
"Numis" means Numis Securities Limited.
not members of the Concert Party.
"Panel" means the Panel on Takeovers and Mergers.
"Principal Shareholders" means Bernard Fairman, Beau Port Investments Limited, Gary Fraser, Foresight (Guernsey) Limited, David Hughes and Michael Currie.
"Takeover Code" means the City Code on Takeovers and Mergers.
"Waiver Resolution" means Resolution 15 set out in the Notice.
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