Notice of AGM
25 May 2022
Foresight Solar Fund Limited
("Foresight Solar" or "the Company")
Proposed change to Investment Policy, publication of Circular and Notice of Annual General Meeting
The Board of Directors of Foresight Solar Fund Limited, together with the Investment Manager, are pleased to announce the intention to seek shareholder approval to amend the Company's Investment Policy to allow the Company to invest up to five per cent of the Company's Gross Asset Value ("GAV") in Development Stage Assets, being solar or battery storage system ("BSS") opportunities that are pre-construction and may not have secured grid connection rights or planning consent at the date of investment. Such Investments may include direct investment in projects or investment via corporate development funding structures.
Introduction to the change in Investment Policy
Foresight Solar's objective is to provide Shareholders with a sustainable, progressive quarterly dividend and enhanced capital value by investing in ground-based solar power plants [and BSS assets] in the UK and internationally. Since its IPO in 2013, the Company has acquired 58 ground-based solar power plants, 50 of which are in the UK, and has paid all its target dividends and delivered an annual total shareholder return of 7.2%.
Based on the experience of the Investment Manager and current market opportunities available, the Board sees an opportunity for the Company to invest in solar, BSS and co-location projects at an earlier stage when they would be categorised as Development Stage Assets. More specifically, such assets would be defined as assets that are in a pre-construction development stage, where they have a delivery plan and have either secured the necessary land rights, or options to obtain such land rights, but require additional work to be completed before the project is ready to commence construction. For example, this additional work may include, without limitation, the agreement of key contracts, the securing of planning permission, grid connections and environmental permits (or other necessary permits) ("Development Stage Assets").
The background to and reasons for the proposed change to the Company's Investment Policy, and explanation of why the Board recommends Shareholders vote in favour of the requisite resolution to be proposed at the Annual General Meeting, is set out in the 2022 Notice of Annual General Meeting, now available on the Company's website at fsfl.foresightgroup.eu/investor-relations/publications/.
Benefits of the Proposal
The Board believes that the Proposal and proposed material change to the Company's current investment policy will have the following benefits for Shareholders:
• create access to a further pipeline of investment opportunities in which the Company has had active oversight of the development process.
• provide the Company with an enhanced ability to secure fully consented projects through either direct acquisition of Development Stage Assets or acquisition rights under the terms of joint venture agreements (or other similar structures). As a result, the Company may be able to acquire project development rights or projects that are construction-ready at more competitive rates than those being brought to the market at 'Ready to Build'.
• Whilst investment in the earlier stages of project development is not without risks, it can allow the Company to benefit directly from enhanced returns on a modest level of investment. This represents an attractive option for investment of surplus cash currently generated by the operational portfolio.
• Partnering with experienced developers may present opportunities to enter new markets with instant access to a pipeline of scale.
• Opportunities to develop investment opportunities and realise additional value within the Fund's existing portfolio through proprietary development.
Annual General Meeting ("AGM")
The Company is also pleased to announce that the 2022 Notice of Annual General Meeting is now available to view on the Company's website at fsfl.foresightgroup.eu/investor-relations/publications/.
The Company's AGM will be held at 28 Esplanade, St. Helier, Jersey, JE2 3QA at 9:30 a.m. on Wednesday, 15 June 2022.
The formal Notice of the Annual General Meeting will be posted to all shareholders and in accordance with Listing Rule 9.6.1 copies of the documents have been submitted to the FCA and will shortly be available for inspection from the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Action to be taken
Shareholders are encouraged to vote on the resolutions to be proposed at the AGM by completing the form of proxy in line with the instructions set out therein. Shareholders may also submit their proxy votes online by registering at www.investorcentre.co.uk/eproxy and entering the Control Number, Shareholder Reference Number (SRN) and PIN set out in the form of proxy.
Completed proxy appointment must be received by the Registrar by no later than 9:30 a.m. on Monday, 13 June 2022. Further details can be found in the Notice of Annual General Meeting.
The Board considers that all of the resolutions to be proposed at the AGM are in the best interests of the Company and its members as a whole.
Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the AGM as each of the Directors intend to do in relation to the Ordinary Shares in respect of which they have voting control.
If you have any questions that you would like to put to the Board or to the Foresight Group, please contact the Company Secretary, by email at [email protected], by no later than close of business on Friday, 10 June 2022.
For further information, please contact:
Nish Sivarajan +44 (0)20 3911 2318
Jefferies International Limited +44(0)20 7029 8000
Gaudi Le Roux
Citigate Dewe Rogerson +44(0)20 7638 9571
JTC (Jersey) Limited as Company Secretary +44 (0)203 846 9774