Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

FORESIGHT SOLAR & TECHNOLOGY VCT PLC Capital/Financing Update 2016

Mar 31, 2016

4888_rns_2016-03-31_bbae808c-8791-4310-a359-99d705ea43b1.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about what action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 ("FSMA").

Supplementary Prospectus

31 March 2016

Foresight Solar & Infrastructure VCT plc

(the "Company")

Registered in England and Wales under number 07289280

Important Notice

This supplement (the "Supplement") to the prospectus dated 1 February 2016 (the "Prospectus") constitutes a supplementary prospectus for the purposes of section 87G of the FSMA and is prepared in connection with the offer to existing Shareholders and members of the public (the "Offer") by the Company.

This Supplement is supplemental to, and should be read in conjunction with, the Prospectus and any other supplementary prospectus, which is published in relation to the Prospectus by the Company. Terms defined in the Prospectus have the same meaning when used in this Supplement.

In connection with the Offer, BDO LLP ("BDO") is acting as sponsor for the Company and for no-one else and will not be responsible (subject to the responsibilities and liabilities imposed by FSMA or the regulatory regime established thereunder) to anyone other than the Company for providing the protections afforded to customers of BDO nor for providing advice in relation to the Offer. BDO is authorised and regulated in the United Kingdom by the FCA.

In connection with the Offer, Foresight Group LLP and Foresight Group CI Limited (together "Foresight") are acting for the Company and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Foresight nor for providing advice in relation to the Offer. Foresight Group LLP is authorised and regulated in the United Kingdom by the FCA and Foresight Group CI Limited is licensed by the Guernsey Financial Services Commission.

Responsibility

The Company and Directors accept responsibility for the information contained in this Supplement and the Prospectus. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Supplement and in the Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The names of the Directors can be found on page 6 of the registration document, which forms part of the Prospectus.

Reduction of Minimum Gross Proceeds

On 31 March 2016, the Board of Directors held a meeting ("the Board Meeting"), at which it was resolved to vary the terms of the Offer by reducing the minimum gross proceeds to be raised by the issue of D Shares in order for the Offer to become unconditional, from £3 million to £1.4 million (before expenses). The Company remains confident that the


original minimum gross proceeds figure of £3 million shall be achieved by the Closing Date. The purpose of the reduction to the minimum gross proceeds to be raised is to allow the Company to allot those shares, which investors have already subscribed for under the Offer, by the closing date for the 2015/2016 tax year (as set out on page 6 of the securities note, which forms part of the Prospectus). Accordingly, by virtue of this Supplement, the terms of the Offer are now so varied such that the minimum gross proceeds which must be subscribed for the Offer to become unconditional is now £1.4 million (before expenses).

Waiver of annual fee for secretarial and accounting fees unless the subscription level of £3 million is achieved

At the Board Meeting, the Board of Directors also resolved to accept the offer from Foresight Group LLP to waive the annual fee of 0.3% of the net funds raised by the Offer (subject to a minimum index-linked fee of £60,000) which would otherwise be payable in respect of secretarial and accounting services provided by its subsidiary Foresight Fund Managers Limited to the Company if and for so long as less than £3 million is subscribed for D Shares under the Offer.

Supplement to the Summary in the Prospectus

As a result of the publication of this Supplement, the summary document which forms part of the Prospectus is hereby supplemented as follows:

B40 Service Providers Foresight Group CI Limited acts as the investment manager to the Company and receives an annual fee of 1.5% of the Net Asset Value of the Ordinary Share Fund and 1.75% of the Net Asset Value of the C Shares and will receive the same in respect of the D Shares, each calculated and payable quarterly in advance, together with any applicable VAT thereon. Foresight Fund Managers Limited, a subsidiary of Foresight Group LLP, also acts as the company secretary and administrator to the Company for which Foresight Group LLP receives an annual fee of 0.3% of the net funds raised by the Ordinary Share Offer and the C Share Offer and the D Share Offer (subject to minimum proceeds of £3 million being raised under the Offer) (subject to a minimum index-linked fee of £60,000) together with any applicable VAT thereon.

No Significant Change

There has been no significant change in the financial or trading position of the Company since 31 December 2015, the date to which the Company's latest unaudited interim financial statements have been published.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Prospectus, the statements in (a) above will prevail.

Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus.

The Company will accept withdrawals of applications made in respect of the Offer until close of business on 4 April 2016, this being the second business day following the publication of this Supplement. Investors who wish to withdraw their applications may do so by telephone by contacting Foresight Group LLP using the contact details below (no investment advice can be given).

Copies of this Supplement and the Prospectus may be viewed on the National Storage Mechanism (NSM) of the UKLA at http://www.morningstar.co.uk/NSM, and this Supplement and the Prospectus are available free of charge (whilst the Offer remains open) from the office and website of the Company's investment adviser, Foresight:


Foresight Group LLP
The Shard, 32 London Bridge Street, London SE1 9SG
Tel: (0) 20 3667 8110
Email: [email protected]
Web: www.foresightgroup.eu

Dated 31 March 2016