TIDMFSF

RNS Number : 7353O

Foresight Sustain. Forestry Co PLC

14 June 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY EEA STATE (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY MARKETED) OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "IMPORTANT NOTICE" TOWARDS THE OF THIS ANNOUNCEMENT.

This Announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority (the "FCA") and not a prospectus. Investors participating in the Placing (as defined below) should not purchase or subscribe for any transferable securities referred to in this Announcement except on the basis of information contained in a prospectus published by Foresight Sustainable Forestry Company Plc (the "Company") on 28 October 2021 (the "Prospectus") and not in reliance on this Announcement. Approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus. This Announcement does not constitute, and may not be construed as, an offer to sell or an invitation or recommendation to purchase, sell or subscribe for any securities or investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. Copies of the Prospectus, subject to certain access restrictions, are available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website ( fscf.foresightgroup.eu ).

This Announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction in which the same would be unlawful. Neither this Announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The information communicated in this Announcement is deemed to constitute inside information as stipulated under the UK version of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA"), as further amended by UK legislation from time to time ("UK MAR"). Upon the publication of this Announcement, this information is considered to be in the public domain.

14 June 2022

Foresight Sustainable Forestry Company Plc

Proposed Placing and Offer for Subscription

( together the "Issue")

Further Afforestation Site Acquisition

Foresight Sustainable Forestry Company Plc ("FSF" or the "Company"), an investment company that invests in UK forestry and afforestation assets, today announces that it is fully deployed following its most recent acquisition and is proposing to undertake a placing (the "Placing") and an offer for subscription (the "Offer for Subscription") for new ordinary shares in the Company ("New Ordinary Shares") at a price of 107 pence per New Ordinary Share (the "Issue Price") to capitalise on a growing pipeline of potential acquisitions, of which GBP76.8 million is under option or exclusivity.

The Company's largest shareholder, Blackmead Infrastructure Limited ("BIL"), part of the Foresight Inheritance Tax Fund ("FITF"), has committed to subscribe for up to 29.99% of the New Ordinary Shares available under the Placing.

The majority of the Company's Board and both Fund Managers will also participate in the Issue.

The Issue

The Placing constitutes a "Subsequent Placing" under the Company's existing Placing Programme and the terms and conditions of the Placing are set out in Part 13 of the Company's prospectus dated 28 October 2021 (the "Prospectus"), a copy of which is available for review on the Company's website at

https://fsfc.foresightgroup.eu/foresight/g55h1wab/foresight-sustainable-forestry-company-plc-prospectus.pdf

The Board believes it is important to ensure that current and new retail shareholders have the opportunity to participate in the Issue and is therefore launching the Offer for Subscription to provide retail investors with the ability to subscribe for New Ordinary Shares in the Issue. The Offer for Subscription is being made under an exemption against the need for an approved prospectus provided for under the Financial Services and Markets Act 2000 and consequently the quantum of the Offer for Subscription shall not exceed the Sterling equivalent of EUR8.0 million.

Further details relating to the Placing and the Offer for Subscription are set out below and in the Appendix.

Company Overview and first Interim Results

On 13 June 2022, FSF completed the acquisition of Coed Doethie, an afforestation site located in Ceredigion, Wales, with a total area of 115 hectares. The acquired property is well suited for the establishment of a high yielding woodland creation scheme and was acquired for GBP1.3 million (inclusive of tax and other transaction costs). The Company is now considered to have fully deployed the IPO proceeds of GBP130 million.

Since the Company's IPO in November 2021, FSF has acquired 40 individual properties. The total size of the Company's portfolio (the "Portfolio") is 8,658 hectares, of which 37% by value are afforestation properties. The properties (by value) are located in Scotland (80%), Wales (12%) and England (8%).

The Company's first unaudited Interim Results to 31 March 2022 have also been released today and are available on the Company's website at https://fsfc.foresightgroup.eu/ .

Pipeline

 
 --   The Company intends to increase the size of the Portfolio by 
       acquiring an imminent pipeline of 22 UK forestry and afforestation 
       assets extending over more than 9,500 hectares, totaling c.GBP76.8 
       million of expected deployment (inclusive of tax and transaction 
       costs) (the " Imminent Pipeline " ). The Imminent Pipeline 
       includes properties under exclusivity ( " Exclusive Pipeline 
       " ) and those where an exclusive option to buy agreement is 
       in place (the " Option Pipeline " ). 
 --   The Company's Exclusive Pipeline includes 14 properties, spanning 
       over 6,500 hectares and over GBP43.2 million of deployment 
       opportunity (inclusive of tax and transaction costs), that 
       all have headline terms agreed with the respective vendors 
       and the Company has been granted an exclusivity period to complete 
       its due diligence and conclude the transaction. By value, the 
       Exclusive Pipeline is split between afforestation (63%) and 
       mixed afforestation and standing forestry (37%) properties. 
       All of the properties in the Exclusive Pipeline are located 
       in Scotland. 
 --   The Company's Option Pipeline includes an exclusive Option 
       Agreement that FSF entered into with Foresight Inheritance 
       Tax Fund ( " FITF " ) for an additional eight forestry properties 
       covering more than 3,000 hectares and equivalent to GBP33.7 
       million of deployment opportunity (inclusive of tax and transaction 
       costs), valid until 31 December 2022 (as detailed in the Company's 
       announcement on 3 May 2022). By value, the Option Pipeline 
       is split between standing forestry (70%) and afforestation 
       (25%) and mixed standing forestry and afforestation (5%) properties 
       and is all located in Scotland (100%). 
 --   By value, the Imminent Pipeline is split between afforestation 
       (46%), forestry (31%) and mixed forestry and afforestation 
       assets (23%). 
 --   In addition to the Imminent Pipeline, the Company intends to 
       further increase the size of the Portfolio by pursuing a longer 
       list of further potential acquisition opportunities. These 
       opportunities will include selective on-market standing forestry 
       and afforestation opportunities. At the current time, there 
       are 23 live on and off market opportunities that span over 
       14,500 hectares with over GBP73 million of deployment opportunity. 
       Of this, 43% (by value) are afforestation opportunities, 35% 
       are mixed standing forestry and afforestation opportunities 
       and 19% are standing forestry opportunities. 
 --   Following the expansion of FSF's mapping activity since IPO, 
       the Company has identified over 4,500 properties that potentially 
       meet its afforestation criteria, covering an area in excess 
       of 860,000 hectares, equivalent to over GBP10 billion of potential 
       opportunity. This activity has driven a material boost to the 
       Company's addressable market in the UK and provides confidence 
       in FSF's ability to originate further attractive, off-market 
       afforestation properties going forward. 
 --   The Company expects to have deployed the net proceeds of the 
       Issue into the Imminent Pipeline and the Further Pipeline within 
       a period of c. 6 months from the date of closing of the Issue. 
 --   As set out in the Prospectus, the Company intends to make use 
       of a Revolving Credit Facility ( " RCF " ) to further support 
       Portfolio growth. Significant progress has been made by the 
       Company in securing an RCF on favorable terms. A tender process 
       has been completed and a preferred lender has been selected. 
       The Company currently anticipates closing the RCF during the 
       latter part of 2022. 
 

Strong relative performance

 
 --   From the Company's IPO in November 2021 to 31 March 2022, FSF 
       delivered a total NAV return (unaudited) of 4.2%. 
 --   FSF's reported NAV (unaudited) as at 31 March 2022 was 104.2p 
       per ordinary share. 
 --   As at 31 May 2022, FSF's share price total return from IPO 
       had increased by 15.0% compared with 3.2% for the FTSE All 
       Share. 
 

Richard Davidson, Chair of FSF, said:

" The Company's first seven months of trading have seen us successfully deliver on our strategy and reach several key milestones and we are delighted to be able to return to the market for further funding now. Trading volumes and positive share price momentum provide an indication of the strong investor support we are seeing for our strategy and increasing recognition of the imbalance between supply and demand in UK timber. "

Robert Guest and Richard Kelly, FSF Co-Fund Managers, commented:

" As the London Stock Exchange's first natural capital investment company, we are thrilled to have been able to build an attractive portfolio of both afforestation and forestry assets ahead of the six to nine months originally envisaged. There is a very active market for UK afforestation sites in particular and we have developed a large, exciting pipeline of likely and potential deals. Further capital will allow us to significantly increase the impact of the Company through additional carbon sequestration and to further the supply of much-needed sustainable UK timber, whilst also continuing to provide wider societal benefits. "

Details of the Placing

The Placing will be made to Qualified Investors (within the meaning of Article 2(e) of the UK version of Regulation (EU) 2017/2019 which is part of UK domestic law by virtue of the EUWA, as amended) (the "UK Prospectus Regulation") through Jefferies International Limited ("Jefferies"), subject to the terms and conditions set out in Part 13 (Terms and Conditions of the Initial Placing and the Placing Programme) of the Prospectus. The allocation of any New Ordinary Shares to any Qualified Investor shall be at the absolute discretion of Jefferies (in consultation with the Company and Foresight Group LLP (the "Investment Manager")).

The Placing is expected to close at 3.00 p.m. (London time) on 23 June 2022, but may close earlier or later at the absolute discretion of the Company (subject only to the consent of Jefferies).

It is intended that New Ordinary Shares issued pursuant to the Placing will be allocated as equitably as possible, however, for the avoidance of doubt, the Placing is not being conducted on a formal statutory pre-emptive basis and accordingly there can be no guarantee that existing Shareholders wishing to participate in the Placing will receive all of the New Ordinary Shares for which they have applied. The decision to allot New Ordinary Shares to any Qualified Investor shall be at the absolute discretion of the Company and Jefferies.

Jefferies, in agreement with the Company, may choose to accept orders under the Placing, either in whole or in part, and may scale down any orders for this purpose, on such basis as the Company and Jefferies may determine. Jefferies may also, notwithstanding the above, subject to the prior consent of the Company: (i) allocate New Ordinary Shares after the time of any initial allocation to any person submitting an order after that time; and (ii) allocate New Ordinary Shares after the Placing has closed to any person submitting an order after that time.

By making an offer to subscribe for New Ordinary Shares under the Placing, investors will be deemed to have accepted the terms and conditions set out in Part 13 (Terms and Conditions of the Initial Placing and the Placing Programme) of the Prospectus, or such other terms as may be agreed by the Company and the relevant subscriber. An investor that has made an offer to subscribe for New Ordinary Shares under the Placing accepts that following the closing of the Placing such offer shall be irrevocable and may not be withdrawn or amended without the consent of the Directors. Upon being notified of its allocation of New Ordinary Shares in the Placing, an investor shall be contractually committed to acquire the number of New Ordinary Shares allocated to it at the Issue Price per New Ordinary Share allocated to it.

Details of the Offer for Subscription

The Board believes it is important to ensure that current and new retail shareholders have the opportunity to participate in the Issue and is therefore launching the Offer for Subscription to provide retail investors with the ability to subscribe for New Ordinary Shares in the Issue.

There is a minimum subscription amount of 1,000 New Ordinary Shares at the Issue Price per applicant under the terms of the Offer for Subscription. The Company reserves the right to scale back any order at its absolute discretion, following consultation with Jefferies and the Investment Manager. The Company also reserves the right to reject any application for subscription under the Offer for Subscription without giving any reason for such rejection.

The Offer for Subscription is being made under an exemption against the need for an approved prospectus provided for under the Financial Services and Markets Act 2000. As such, no prospectus or offering document has been or will be published pursuant to the UK Prospectus Regulation in connection with the Offer for Subscription, nor will any such prospectus be submitted to be approved by the Financial Conduct Authority.

The Offer for Subscription is only being made in the United Kingdom.

The quantum of the Offer for Subscription shall not exceed the Sterling equivalent of EUR8.0 million.

The Offer for Subscription is conditional upon Admission (as defined below) of the New Ordinary Shares becoming effective and the Placing and Offer Agreement becoming unconditional in all respects in relation to the Placing and not having been terminated on or before Admission.

To participate in the Offer for Subscription, investors should complete the Offer for Subscription form ("Application Form"), which can be found on the Company's website at fsfc.foresightgroup.eu , and return it, by post to Computershare, CA Projects, Bristol BS99 6AH (or for applications which are to be paid only by DvP in CREST or by electronic CHAPS bank transfer the Application Form can be sent by PDF by email to ofspaymentqueries@computershare.co.uk (applications for payments to be made by cheque cannot be accepted by email, as the physical cheque payment needs to accompany the Application Form)), so as to be received by the Receiving Agent by no later than 2.30 p.m. on 23 June 2022, together in each case with payment in full in respect of the subscription.

The Offer for Subscription is being made on the terms and subject to the conditions set out in the Appendix to this Announcement.

Investors that wish to subscribe for New Ordinary Shares via their broker or platform may do so by requesting their broker or platform subscribe for New Ordinary Shares on their behalf, subject to the terms and conditions between the investor and their broker or platform.

By making an application to subscribe for New Ordinary Shares under the Offer for Subscription, investors will be deemed to have accepted the terms and conditions set out below in the Appendix to this Announcement. An investor that has made an application to subscribe for New Ordinary Shares under the Offer for Subscription accepts that such application shall be irrevocable without the consent of the Board . Upon being notified of its allocation of New Ordinary Shares in the Offer for Subscription, an investor shall be contractually committed to acquire the number of New Ordinary Shares allocated to it at the Issue Price per New Ordinary Share.

General

The New Ordinary Shares issued pursuant to the Issue will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid.

Applications will be made for the New Ordinary Shares issued pursuant to the Issue to be admitted to the premium segment of the Official List, and to trading on the London Stock Exchange's main market for listed securities ("Admission").

It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 28 June 2022.

Expected Timetable for the Issue

 
 Event                                                       Date 
 Placing and Offer for Subscription                  14 June 2022 
  open 
                                       -------------------------- 
 Latest time and date for receipt       2.30 p.m. on 23 June 2022 
  of completed Application Forms 
  and payment in full under 
  the Offer for Subscription 
                                       -------------------------- 
 Latest time and date for commitments   3.00 p.m. on 23 June 2022 
  under the Placing 
                                       -------------------------- 
 A nnouncement of results of                         24 June 2022 
  the Issue 
                                       -------------------------- 
 Admission and dealing in New           8.00 a.m. on 28 June 2022 
  Ordinary Shares commence 
                                       -------------------------- 
 

Each of the times and dates set out above and mentioned elsewhere in this Announcement may be adjusted by the Company, in which event details of the new times and dates will be announced via a Regulatory Information Service. References to a time of day are to London time.

Jefferies is acting as sole bookrunner and sole global coordinator in respect of the Issue.

Capitalised terms shall have the meanings attributed to them in the Prospectus unless otherwise defined in this Announcement.

For further information:

 
 Foresight Sustainable Forestry Company 
  Plc 
  Robert Guest 
  Richard Kelly 
  fsfc@foresightgroup.eu                                   +44 20 3667 8100 
 Jefferies International Limited 
  Neil Winward 
  Will Soutar 
  Harry Randall                                            +44 20 7029 8000 
 Citigate Dewe Rogerson 
 
  Toby Moore ( toby.moore@citigatedewerogerson.com 
  ) 
 
  Jos Bieneman ( jos.bieneman@citigatedewerogerson.com     +44 7768 981 763 
  )                                                        +44 7834 336 650 
 

About the Company

Foresight Sustainable Forestry Company Plc ( " the Company " ) is an externally managed investment company investing in a diversified portfolio of UK forestry and afforestation assets. Targeting a net total return of more than CPI +5% p.a., the Company provides investors with the opportunity for real returns and capital appreciation driven by the prevailing global imbalance between supply and demand for timber; the inflation-protection qualities of UK land freeholds; and biological tree growth of 3% to 4% not correlated to financial markets. It also offers outstanding sustainability and ESG attributes and access to carbon units related to carbon sequestration from new afforestation planting. The Company targets value creation as the afforestation projects successfully achieve development milestones in the process of converting open ground into established commercial forest and woodland areas. The Company is seeking to make a direct contribution in the fight against climate change through forestry and afforestation carbon sequestration initiatives and to preserve and proactively enhance natural capital and biodiversity across its portfolio. It is managed by Foresight Group LLP. https://fsfc.foresightgroup.eu/

Important Notice

The contents of this Announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Foresight Group LLP ("Foresight") for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Foresight is authorised and regulated by the Financial Conduct Authority (FRN 198020).

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company in connection with the Issue and will not regard any other person (whether or not a recipient of this Announcement or the Prospectus) as its client in relation to the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any such person in connection with the Issue, the contents of this Announcement or any other matter referred to in this Announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Jefferies may have under the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States (as defined below). This Announcement is not an offer of securities for sale into the United States. The New Ordinary Shares 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 (as defined below) and accordingly may not be offered, sold or transferred within the United States of America, its territories or possessions, any State of the United States or the District of Columbia (the "United States") except pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act and in compliance with the securities laws of any State or other jurisdiction of the United States. No public offering of securities is being made in the United States.

The proposed issue of New Ordinary Shares will be made outside the United States in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S.

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 " ) and investors will not be entitled to the benefits of the U.S. Investment Company Act.

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Ordinary Shares in any jurisdiction including, without limitation, the United States, Australia, Canada, Japan or the Republic of South Africa or any member state of the EEA (as defined below) (other than any member state of the EEA where the Company's securities may be lawfully marketed) or any other jurisdiction in which such offer or solicitation is or may be unlawful (an "Excluded Territory"). This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in an Excluded Territory unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No application to market the New Ordinary Shares has been made by the Company under the relevant private placement regimes in any member state of the European Economic Area (the "EEA") other than the Republic of Ireland and the Netherlands. No marketing of New Ordinary Shares in any member state of the EEA other than, the Republic of Ireland and the Netherlands will be undertaken by the Company save to the extent that such marketing is permitted by Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010, and the EU AIFM Delegated Regulation the AIFM Directive as implemented in the relevant member state of the EEA.

The distribution of this Announcement, and/or the issue of New Ordinary Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, Jefferies or any of their respective affiliates as defined in Rule 501(b) under the U.S. Securities Act (as applicable in the context used, "Affiliates") that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required (other than the United Kingdom, the Republic of Ireland and the Netherlands). Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this Announcement nor, unless previously published by means of an RIS announcement, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company. This Announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this Announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company. Approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus.

The information in this Announcement is for background purposes only and does not purport to be full or complete. None of the Company, the Investment Manager, Jefferies or any of their respective affiliates accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this Announcement, including the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this Announcement or its contents or otherwise arising in connection therewith. Apart from the liabilities and responsibilities (if any) which may be imposed on Jefferies and the Investment Manager by the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder, the Company, the Investment Manager and Jefferies and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this Announcement or its contents or otherwise arising in connection therewith.

This Announcement 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", "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. Any forward-looking statements in this Announcement 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, growth strategy and liquidity. 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 Announcement. The Company, the Investment Manager and Jefferies expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such

statements are based unless required to do so by the Financial Services and Markets Act 2000, as amended, the Prospectus Regulation Rules of the FCA, UK MAR or other applicable laws, regulations or rules.

The value of securities in the Company and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Information to distributors

Solely for the purposes of the product governance requirements contained within PROD 3 of the FCA's Product Intervention and Product Governance Sourcebook (the " Product Governance Requirements " ), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any " manufacturer " (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares to be issued pursuant to the Issue are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in COBS 3.5 and 3.6 of the FCA's Conduct of Business Sourcebook, respectively; and (ii) eligible for distribution through all distribution channels as are permitted by the Product Governance Requirements (the " Target Market Assessment " ).

Notwithstanding the Target Market Assessment, distributors should note that: (a) the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; (b) an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Jefferies will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA's Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

PRIIPs Regulation

In accordance with the UK version of the EU PRIIPs Regulation (1286/2014) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK PRIIPs Laws"), a key information document in respect of an investment in the ordinary shares of the Company has been prepared by the Company and is available to investors at fsfc.foresightgroup.eu . If you are distributing any class of shares in the Company, it is your responsibility to ensure that the relevant key information document is provided to any clients that are "retail clients".

APPIX

TERMS AND CONDITIONS OF APPLICATION UNDER THE OFFER FOR SUBSCRIPTION

References in these terms and conditions of application under the Offer for Subscription (the "Terms and Conditions of Application") to the Announcement are to the announcement dated 14 June 2022 published by the Company relating, inter alia, to the Offer for Subscription (the "Announcement").

Save where the context requires otherwise, terms used in these Terms and Conditions of Application bear the same meaning as used in the Announcement.

No prospectus

The Offer for Subscription (as defined in the Announcement) is being made under the exemption against the need for an approved prospectus provided for under section 86(1) of FSMA. As such, no prospectus or offering document has been or will be published pursuant to the UK Prospectus Regulation in connection with the Offer for Subscription, nor will any such prospectus be submitted to be approved by the Financial Conduct Authority (the "FCA").

Accordingly, all applications will be made solely on the basis of information published by the Company in accordance with the FCA's Disclosure Guidance and Transparency Rules, the Company's pre-investment disclosure document prepared for the purposes of complying with regulation 59(2)(b) of the Alternative Investment Fund Managers Regulations 2013, as amended, and the key information document (the "KID") relating to the New Ordinary Shares (collectively "Regulatory Information").

 
 1.              Introduction 
                  The New 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 New Ordinary Shares is part of a diversi ed 
                   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 that you read these 
                   Terms and Conditions of Application in full before completing 
                   the Application Form. 
                   If you apply for New Ordinary Shares under the Offer for Subscription, 
                   you will be agreeing with the Company, Computershare Investor 
                   Services PLC (the "Receiving Agent") to the Terms and Conditions 
                   of Application set out below. 
                   The Application Form referred to in these Terms and Conditions 
                   of Application is available from the Company's website at fsfc.foresightgroup.eu 
                   . 
 2.              Offer to acquire New Ordinary Shares 
           2.1           Your application must be made on the Application Form available 
                          from the Company's website fsfc.foresightgroup.eu , or as may 
                          be otherwise published by the Company. By completing and delivering 
                          an Application Form, you, as the applicant, and, if you sign 
                          the Application Form on behalf of another person or a corporation, 
                          that person or corporation: 
             (a)           offer to subscribe for such number of New Ordinary Shares specified in Box 1 on your 
                           Application 
                           Form (or such lesser number for which your application is accepted) at the Issue Price 
                           (being 
                           107 pence per New Ordinary Share) on the terms, and subject to the conditions, set out in 
                           these Terms and Conditions of Application and the Company's memorandum and articles of 
                           association; 
             (b)           agree that, in consideration of the Company agreeing that it will not, prior to the date of 
                           admission of the New Ordinary Shares to the premium segment of the Official List of the FCA 
                           and to trading on the London Stock Exchange's main market for listed securities ( " 
                           Admission 
                           " ), offer for subscription such New Ordinary Shares to any person other than by means of 
                           the procedures referred to in these Terms and Conditions of Application, your application 
                           may not be revoked 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 on receipt by the Receiving Agent of, your Application Form; 
             (c)           undertake to pay the aggregate Issue Price for the number of New Ordinary Shares speci ed 
                           in your Application Form, and warrant that the remittance accompanying your Application 
                           Form 
                           will be honoured on rst presentation and agree that if such remittance is not so honoured 
                           you will not be entitled to receive the share certi cates for the New Ordinary Shares 
                           applied 
                           for in certi cated form or be entitled to commence dealing in the New Ordinary Shares 
                           applied 
                           for in uncerti cated form or to enjoy or receive any rights in respect of such New Ordinary 
                           Shares unless and until you make payment in cleared funds for such New Ordinary Shares and 
                           such payment is accepted by the Receiving Agent (which acceptance shall be in its absolute 
                           discretion and on the basis that you indemnify the Receiving Agent and the Company against 
                           all costs, damages, losses, expenses and liabilities arising out of, or in connection with, 
                           the failure of your remittance to be honoured on rst presentation) and the Company may 
                           (without 
                           prejudice to any other rights it may have) void the agreement to allot the New Ordinary 
                           Shares 
                           and may allot them to some other person, in which case you will not be entitled to any 
                           refund 
                           or payment in respect thereof (other than the refund by way of a cheque, in your favour, at 
                           your risk, for an amount equal to the proceeds of the remittance which accompanied your 
                           Application 
                           Form, without interest); 
             (d)           agree that where on your Application Form a request is made for New Ordinary Shares to be 
                           deposited into a CREST Account, the Receiving Agent may in its absolute discretion amend 
                           the 
                           form so that such New Ordinary Shares may be issued in certi cated form registered in the 
                           name(s) of the holders speci ed in your Application Form (and recognise that the Receiving 
                           Agent will so amend the form if there is any delay in satisfying the identity of the 
                           applicant 
                           or the owner of the CREST Account or in receiving your remittance in cleared funds); 
             (e)           agree, in respect of applications for New Ordinary Shares in certi cated form (or where the 
                           Receiving Agent exercises its discretion pursuant to paragraph 2.1(d) above to issue New 
                           Ordinary 
                           Shares in certi cated form), that any share certi cate to which you or, in the case of 
                           joint 
                           applicants, any of the persons speci ed by you in your Application Form may become entitled 
                           (and any monies returnable to you) may be retained by the Receiving Agent: 
               (i)    pending clearance of your remittance; 
              (ii)    pending investigation of any suspected breach of the warranties 
                       contained in paragraph 6 below or any other suspected breach 
                       of these Terms and Conditions of Application; or 
             (iii)    pending any verification of identity which is, or which the 
                       Receiving Agent considers may be, required for the purpose 
                       of the UK Money Laundering, Terrorist Financing and Transfer 
                       of Funds (Information on the Payer) Regulations 2017, as amended 
                       (the "Money Laundering Regulations") from time to time and 
                       any other regulations applicable thereto; 
             (f)    agree, on the request of the Receiving Agent, to disclose promptly in writing to it such 
                    information 
                    as the Receiving Agent may request in connection with your application and authorise the Receiving 
                    Agent to disclose any information relating to your application which it may consider appropriate; 
             (g)    agree that, if evidence of identity satisfactory to the Receiving Agent is not provided to 
                     the Receiving Agent within a reasonable time (in the opinion of the Company) following a request 
                     therefor, the Company or the Receiving Agent may terminate the agreement with you to allot 
                     New Ordinary Shares and, in such case, the New Ordinary Shares which would otherwise have 
                     been allotted to you may be re-allotted or sold to some other party and the lesser of your 
                     application monies or such proceeds of sale (as the case may be, with the proceeds of any 
                     gain derived from a sale accruing to the Company) will be returned to you by cheque in your 
                     favour without interest and at your risk; 
             (h)    agree that you are not applying on behalf of a person engaged in money laundering, drug traf 
                     cking or terrorism; 
             (i)    undertake to ensure that, in the case of an Application Form signed by someone else on your 
                    behalf, the original of the relevant power of attorney (or a complete copy certi ed by a solicitor 
                    or notary) is enclosed with your Application Form together with full identity documents for 
                    the person so signing; 
             (j)    undertake to pay interest at the rate described in paragraph 3.3 below if the remittance 
                    accompanying 
                    your Application Form is not honoured on rst presentation; and 
             (k)    authorise the Receiving Agent to procure that there be sent to you de nitive certi cates in 
                     respect of the number of New Ordinary Shares for which your application is accepted or if 
                     you have completed Box 3B on your Application Form, but subject to paragraph 2.1(d) above, 
                     to deliver the number of New Ordinary Shares for which your application is accepted into CREST, 
                     and/or to return any monies returnable by cheque in your favour without interest and at your 
                     risk; 
             (l)    con rm that you have read and complied with paragraph 8 of these Terms and Conditions of 
                    Application; 
             (m)    agree that all subscription cheques and payments will be processed through a bank account 
                     in the name of " CIS PLC re: Foresight OFS a/c " opened by the Receiving Agent: 
             (n)    agree that your Application Form is addressed to the Receiving Agent acting as agent for the 
                     Company. 
          3.11    Applicants choosing to settle via CREST, that is DVP, will need 
                   to match their instructions to the Receiving Agent's Participant 
                   Account 3RA49, by no later than 2.30 p.m. on 23 June 2022, allowing 
                   for the delivery and acceptance of the Ordinary Shares to be 
                   made against payment of the Issue Price per Ordinary Share, following 
                   the CREST matching criteria set out in the Application Form. 
          3.12    The Company reserves the right in its absolute discretion (but 
                   shall not be obliged) to accept applications for less than the 
                   minimum of 1,000 New Ordinary Shares. 
             4    Conditions 
           4.1    The contracts created by the acceptance of applications (in whole 
                   or in part) under the Offer for Subscription will be conditional 
                   upon, inter alia: 
             (a)       Admission occurring by not later than 8.00 a.m. on 28 June 2022 (or such later time or date, 
                       not being later than 30 June 2022, as the Company and Jefferies International Limited 
                       ("Jefferies") 
                       may agree); and 
             (b)       the placing and offer agreement between the Company, Foresight Group LLP (the "Investment 
                        Manager") and Jefferies dated 28 October 2021 becoming otherwise unconditional in all respects 
                        in relation to the Placing (save as to Admission of the New Ordinary Shares), and not being 
                        terminated in accordance with its terms before Admission becomes effective. 
             5    Return of Application Monies 
                   Where application monies have been banked and/or received, if 
                   any application is not accepted in whole, or is accepted in part 
                   only, or if any contract created by acceptance does not become 
                   unconditional, the application monies or, as the case may be, 
                   the balance of the amount paid on application will be returned 
                   without interest and after the deduction of any applicable bank 
                   charges by crossed cheque in your favour, by post at the risk 
                   of the person(s) entitled thereto or back to the bank where the 
                   funds originated from if payment is made by electronic transfer. 
                   In the meantime, application monies will be retained by the Receiving 
                   Agent in a separate non-interest bearing account. 
             6    Warranties 
                   By completing an Application Form, you: 
           6.1    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 and that such other person 
                   will be bound accordingly and will be deemed also to have given 
                   the con rmations, warranties and undertakings contained in these 
                   Terms and Conditions of Application and undertake to enclose 
                   your power of attorney (or a complete copy certi ed by a solicitor 
                   or notary together with full identity documents for yourself); 
           6.2    warrant that you are not a US Person (within the meaning of Regulation 
                   S under the U.S. Securities Act of 1933, as amended), you are 
                   not located within the United States, you are acquiring the New 
                   Ordinary Shares in an offshore transaction meeting the requirements 
                   of Regulation S and are not acquiring the New Ordinary Shares 
                   for the account or bene t of a US Person; 
           6.3    warrant, if the laws of any territory or jurisdiction outside 
                   the United Kingdom are applicable to your application, that you 
                   have 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 your application in any territory and that you 
                   have not taken any action or omitted to take any action which 
                   will result in the Company, Jefferies or the Receiving Agent, 
                   or any of their respective of cers, 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 Offer for Subscription in respect 
                   of your application; 
           6.4    con rm that (save for advice received from your financial adviser 
                   (if any)) in making an application you are not relying on any 
                   information or representations in relation to the Company and 
                   the New Ordinary Shares other than those contained in the Regulatory 
                   Information. You agree that the content of the Announcement (including 
                   these Terms and Conditions of Application) is exclusively the 
                   responsibility of the Company and that you have neither received 
                   nor relied on any information (other than the Regulatory Information), 
                   representation, warranty, or statement made by or on behalf of 
                   the Company, the Investment Manager, Jefferies or any other person 
                   and none of the Company, the Investment Manager, Jefferies nor 
                   any other person will be liable for your decision to participate 
                   in the Offer for Subscription based on any other information, 
                   representation, warranty or statement which you may have obtained 
                   or received; 
           6.5    agree that, having had the opportunity to read the Announcement 
                   (including these Terms and Conditions of Application) you shall 
                   be deemed to have had notice of all information and representations 
                   contained therein; 
           6.6    acknowledge that no person is authorised in connection with the 
                   Offer for Subscription to give any information or make any representation 
                   and, if given or made, any information or representation must 
                   not be relied upon as having been authorised by the Company, 
                   the Investment Manager, Jefferies or the Receiving Agent; 
           6.7    acknowledge that the KID relating to the New Ordinary Shares 
                   to be issued pursuant to the Offer for Subscription prepared 
                   by the Company in connection with the New Ordinary Shares pursuant 
                   to the UK version of Regulation (EU) No 1286/2014 which is part 
                   of UK law by virtue of the European Union (Withdrawal) Act 2018, 
                   as amended and supplemented from time to time (the " UK PRIIPs 
                   Laws " ) can be provided to you in paper form or by means of 
                   a website, but that where you are applying under the Offer for 
                   Subscription directly and not through an adviser or other intermediary, 
                   unless requested in writing otherwise, the lodging of an Application 
                   Form represents your consent to being provided the KID via the 
                   website at fsfc.foresight.eu or on such other website as has 
                   been noti ed to you. Where your application is made on an advised 
                   basis or through another intermediary, the terms of your engagement 
                   should address the means by which such KID will be provided to 
                   you; 
           6.8    acknowledge and agree that the procedures for calculating the 
                   risks, costs and potential returns as set out in the KID relating 
                   to the New Ordinary Shares are prescribed by the UK PRIIPs Laws 
                   and the information contained in the KID may not re ect the expected 
                   returns for the Company, and that anticipated performance returns 
                   cannot be guaranteed; 
           6.9    warrant that you are not under the age of 18 on the date of your 
                   application; 
          6.10    agree that all documents and monies sent by post to, by or on 
                   behalf of the Company, or the Receiving Agent, will be sent at 
                   your risk and, in the case of documents and returned application 
                   cheques and payments to be sent to you, may be sent to you at 
                   your address (or, in the case of joint holders, the address of 
                   the rst named holder) as set out in your Application Form; 
          6.11    con rm that you have reviewed the restrictions contained in paragraph 
                   8 of these Terms and Conditions of Application below and warrant, 
                   to the extent relevant, that you (and any person on whose behalf 
                   you apply) comply or have complied with the provisions therein; 
          6.12    agree that, in respect of those New Ordinary Shares for which 
                   your Application Form has been received and processed and not 
                   rejected, acceptance of your Application Form shall be constituted 
                   by the Company instructing the Registrar to enter your name on 
                   the Company's register of members; 
          6.13    agree that all applications, acceptances of applications and 
                   contracts resulting therefrom under the Offer for Subscription 
                   and any non-contractual obligations arising under or in connection 
                   therewith 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 proceedings arising out of or in 
                   connection with any such applications, acceptances of applications 
                   and contracts or non-contractual obligations in any other manner 
                   permitted by law or in any court of competent jurisdiction; 
          6.14    irrevocably authorise the Company, or the Receiving Agent or 
                   any other person authorised by any of them, as your agent, to 
                   do all things necessary to effect registration of any New Ordinary 
                   Shares subscribed by or issued to you into your name and authorise 
                   any representatives of the Company and/or the Receiving Agent 
                   to execute any documents required therefor and to enter your 
                   name on the register of members of the Company; 
          6.15    agree to provide the Company and Receiving Agent with any information 
                   which they may request in connection with your application or 
                   to comply with any other relevant legislation (as the same may 
                   be amended from time to time) including without limitation satisfactory 
                   evidence of identity to ensure compliance with the Money Laundering 
                   Regulations; 
          6.16    agree that the Receiving Agent is acting for the Company in connection 
                   with the Issue and for no one else and that it will not treat 
                   you as its customer by virtue of such application being accepted 
                   or owe you any duties or responsibilities concerning the price 
                   of New Ordinary Shares or concerning the suitability of New Ordinary 
                   Shares for you or be responsible to you for providing the protections 
                   afforded to its customers; 
          6.17    warrant that no portion of the assets used to purchase, and no 
                   portion of the assets used to hold, the New Ordinary Shares or 
                   any bene cial interest therein constitutes or will constitute 
                   the assets of (i) an "employee benefit plan" as defined in Section 
                   3(3) of the US Employee Retirement Income Security Act of 1974, 
                   as amended from time to time, and to applicable regulations thereunder 
                   ( " ERISA " ) that is subject to Title I of ERISA; (ii) a "plan" 
                   as defined in Section 4975 of the US Internal Revenue Code of 
                   1986, as amended (the " Internal Revenue Code " ), including 
                   an individual retirement account or other arrangement that is 
                   subject to Section 4975 of the Internal Revenue 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 Internal Revenue Code. In addition, 
                   if an investor is a governmental, church, non-US or other employee 
                   bene t plan that is subject to any federal, state, local or non-US 
                   law that is substantially similar to the provisions of Title 
                   I of ERISA or Section 4975 of the Internal Revenue Code, its 
                   purchase, holding, and disposition of the New Ordinary Shares 
                   must not constitute or result in a non-exempt violation of any 
                   such substantially similar law; 
          6.18    warrant that, in connection with your application, you have observed 
                   the laws of all requisite 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, Jefferies 
                   or the Receiving Agent acting in breach of the regulatory or 
                   legal requirements of any territory in connection with the Offer 
                   for Subscription or your application; 
          6.19    warrant that the information contained in your Application Form 
                   is true and accurate and agree that if you request that New Ordinary 
                   Shares are issued to you on a date other than Admission and such 
                   New Ordinary Shares are not issued on such date that the Company 
                   and its agents and Directors will have no liability to you arising 
                   from the issue of such New Ordinary Shares on a different date. 
             7   Money Laundering 
           7.1    You agree that, in order to ensure compliance with the Money 
                   Laundering Regulations, the Proceeds of Crime Act 2002 and any 
                   other applicable regulations, the Receiving Agent may at its 
                   absolute discretion require verification of identity of you (the 
                   " holder(s) " ) as the applicant lodging an Application Form 
                   and further may request from you and you will assist in providing 
                   identification of: 
                          --    the owner(s) and/or controller(s) (the " payor " ) of 
                                 any bank account not in the name of the holder(s) on 
                                 which is drawn a payment by way of banker's draft or 
                                 cheque; or 
                          --    where it appears to the Receiving Agent that a holder 
                                 or the payor is acting on behalf of some other person 
                                 or persons. 
           7.2    Any delay or failure to provide the necessary evidence of identity 
                   may result in your application being rejected or delays in crediting 
                   CREST accounts or the despatch of documents. 
           7.3    Without prejudice to the generality of this paragraph 7, verification 
                   of the identity of holders and payors will be required if the 
                   value of the New Ordinary Shares applied for, whether in one 
                   or more applications considered to be connected, exceeds EUR10,000 
                   (or the Sterling equivalent). If you use a building society cheque 
                   or banker's draft you should ensure that the bank or building 
                   society issuing the payment enters the name, address and account 
                   number of the person whose account is being debited on the reverse 
                   of the cheque or banker's draft and adds its stamp. 
           7.4    If, in such circumstances, the person whose account is being 
                   debited is not a holder you will be required to provide for both 
                   the holder and the payor an original or a copy of that person's 
                   passport or driving licence certified by a solicitor and an original 
                   or certified copy of the following no more than three months 
                   old, a gas, electricity, water or telephone (not mobile) bill, 
                   a recent bank statement or a council tax bill, in their name 
                   and showing their current address (which originals will be returned 
                   by post at the addressees' risk) together with a signed declaration 
                   as to the relationship between the payor and you the holder. 
           7.5    For the purpose of the Money Laundering Regulations a person 
                   making an application for New Ordinary Shares will not be considered 
                   as forming a business relationship with the Company or the Receiving 
                   Agent but will be considered as effecting a one-off transaction 
                   with either the Company or with the Receiving Agent. Submission 
                   of an Application Form with the appropriate remittance will constitute 
                   a warranty to each of the Company and the Receiving Agent from 
                   the applicant that the Money Laundering Regulations will not 
                   be breached by the application of such remittance. 
           7.6    The person(s) submitting an application for Ordinary Shares will 
                   ordinarily be considered to be acting as principal in the transaction 
                   unless the Receiving Agent determines otherwise, whereupon you 
                   may be required to provide the necessary evidence of identity 
                   of the underlying beneficial owner(s). Whilst the Receiving Agent 
                   may carry out checks on any application, they are usually only 
                   performed when dealing with application values above a certain 
                   threshold, commonly referred to as the anti-money laundering 
                   threshold which is EUR10,000 (or the Sterling equivalent). 
             8    Overseas Investors 
           8.1    The Offer for Subscription is only being made in the United Kingdom. 
                   If you receive a copy of this document or an Application Form 
                   in any territory other than the United Kingdom you may not treat 
                   it as constituting an invitation or offer to you, nor should 
                   you, in any event, use an Application Form unless, in the relevant 
                   territory, such an invitation or offer could lawfully be made 
                   to you or an Application Form could lawfully be used without 
                   contravention of any registration or other legal requirements. 
                   It is your responsibility, if you are outside the United Kingdom 
                   and wish to make an application for New Ordinary Shares under 
                   the Offer for Subscription, to satisfy yourself as to full observance 
                   of the laws of any relevant territory or jurisdiction in connection 
                   with your application, including obtaining any requisite governmental 
                   or other consents, observing any other formalities requiring 
                   to be observed in such territory and paying any issue, transfer 
                   or other taxes required to be paid in such territory. 
                   None of the New Ordinary Shares have been or will be registered 
                   under the laws of Canada, Japan, Australia, the Republic of South 
                   Africa or under the U.S. Securities Act or with any securities 
                   regulatory authority of any state or other political subdivision 
                   of the United States, Canada, Japan, Australia or the Republic 
                   of South Africa. If you subscribe for New Ordinary Shares you 
                   will, unless the Company and the Receiving Agent agree otherwise 
                   in writing, be deemed to represent and warrant to the Company 
                   that you are not a U.S. Person or a resident of Canada, Japan, 
                   Australia, the Republic of South Africa or a corporation, partnership 
                   or other entity organised under the laws of the U.S. or Canada 
                   (or any political subdivision of either) or Japan or Australia 
                   or the Republic of South Africa and that you are not subscribing 
                   for such New Ordinary Shares for the account of any U.S. Person 
                   or resident of Canada, Japan, Australia or the Republic of South 
                   Africa and will not offer, sell, renounce, transfer or deliver, 
                   directly or indirectly, any of the New Ordinary Shares in or 
                   into the United States, Canada, Japan, Australia or the Republic 
                   of South Africa or to any U.S. Person or person resident in Canada, 
                   Japan, Australia or the Republic of South Africa. No application 
                   will be accepted if it shows the applicant, payor or a holder 
                   having an address other than in the United Kingdom. 
             9   Data Protection 
           9.1    Each applicant acknowledges that it has been informed that, pursuant 
                   to applicable data protection legislation (including the General 
                   Data Protection Regulation (EU) 2016/679, the UK version of the 
                   General Data Protection Regulation (EU) 2016/679 as incorporated 
                   into UK law by the European Union (Withdrawal) Act 2018, as such 
                   may be varied, amended or replaced from time to time, and regulatory 
                   requirements in the United Kingdom and/or the EEA, as appropriate 
                   (the " DP Legislation " ) the Company, the Investment Manager 
                   and/or the Receiving Agent hold their personal data. 
           9.2    The Company, the Investment Manager and the Receiving Agent will 
                   process such personal data at all times in compliance with DP 
                   Legislation and shall only process such information for the purposes 
                   set out in the Company's privacy notice (the " Purposes " ) which 
                   is available for consultation on the Company's website: fsfc.foresightgroup.eu 
                   (the " Privacy Notice " ) 
           9.3    Any sharing of personal data between parties will be carried 
                   out in compliance with DP Legislation and as set out in the Company's 
                   Privacy Notice. 
           9.4    In providing the Company, the Investment Manager and/or Receiving 
                   Agent with personal data, the applicant hereby represents and 
                   warrants to the Company, the Investment Manager and the Receiving 
                   Agent that: (1) it complies in all material aspects with its 
                   data controller obligations under DP Legislation, and in particular, 
                   it has noti ed any data subject of the purposes for which personal 
                   data will be used and by which parties it will be used and it 
                   has provided a copy of the Privacy Notice to such relevant data 
                   subjects; and (2) where consent is legally competent and/or required 
                   under DP Legislation, the applicant has obtained the consent 
                   of any data subject to the Company, the Investment Manager and 
                   the Receiving Agent and their respective af liates and group 
                   companies, holding and using their personal data for the purposes 
                   (including the explicit consent of the data subjects for the 
                   processing of any sensitive personal data for the purposes). 
           9.5    Each applicant acknowledges that by submitting personal data 
                   to the Company, the Investment Manager or Receiving Agent (acting 
                   for and on behalf of the Company) where the applicant is a natural 
                   person, he or she (as the case may be) represents and warrants 
                   that (as applicable) he or she has read and understood the terms 
                   of the Privacy Notice. 
           9.6    Each applicant acknowledges that by submitting personal data 
                   to the Company, the Investment Manager or the Receiving Agent 
                   (acting for and on behalf of the Company) where the applicant 
                   is not a natural person, it represents and warrants that: 
                    (a)    it has brought the Privacy Notice to the attention of any 
                            underlying data subjects on whose behalf or account the 
                            applicant may act or whose personal data will be disclosed 
                            to the Company as a result of the applicant agreeing to 
                            subscribe for New Ordinary Shares under the Offer for Subscription; 
                    (b)    the applicant has complied in all other respects with all 
                            applicable data protection legislation in respect of disclosure 
                            and provision of personal data to the Company; and 
                    (c)    where the applicant acts for or on account of an underlying 
                            data subject or otherwise discloses the personal data of 
                            an underlying data subject, he/she/it shall, in respect 
                            of the personal data it processes in relation to or arising 
                            in relation to the Offer for Subscription: 
                           (i)        comply with all applicable data protection legislation; 
                          (ii)        take appropriate technical and organisational measures 
                                       against unauthorised or unlawful processing of the personal 
                                       data and against accidental loss or destruction of, 
                                       or damage to the personal data; 
                         (iii)        if required, agree with the Company, the Investment 
                                       Manager and the Receiving Agent (as applicable), the 
                                       responsibilities of each such entity as regards relevant 
                                       data subjects' rights and notice requirements; and 
                          (iv)        Immediately on demand, fully indemnify the Company, 
                                       the Investment Manager and the Receiving Agent (as applicable) 
                                       and keep them fully and effectively indemni ed against 
                                       all costs, demands, claims, expenses (including legal 
                                       costs and disbursements on a full indemnity basis), 
                                       losses (including indirect losses and loss of pro ts, 
                                       business and reputation), actions, proceedings and liabilities 
                                       of whatsoever nature arising from or incurred by the 
                                       Company, the Investment Manager and/or the Receiving 
                                       Agent in connection with any failure by the applicant 
                                       to comply with the provisions set out above. 
            10   Miscellaneous 
          10.1    The rights and remedies of the Company and the Receiving Agent 
                   under these Terms and Conditions of Application are in addition 
                   to any rights and remedies which would otherwise be available 
                   to either of them and the exercise or partial exercise of one 
                   will not prevent the exercise of others. 
          10.2    The Company reserves the right to shorten or extend the closing 
                   time of the Offer for Subscription from 2.30 p.m. on 23 June 
                   2022 (provided that the closing time of the Offer for Subscription 
                   shall not be extended to a date later than 1 August 2022) by 
                   giving notice to the London Stock Exchange. The Company will 
                   notify investors via a Regulatory Information Service and any 
                   other manner, having regard to the requirements of the London 
                   Stock Exchange. 
          10.3    The Company may terminate the Offer for Subscription in its absolute 
                   discretion at any time prior to Admission. If such right is exercised, 
                   the Offer for Subscription will lapse and any monies will be 
                   returned to the applicant as indicated without interest and at 
                   the applicant's risk. 
 
 

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IOEUSVRRUOUNARR

(END) Dow Jones Newswires

June 14, 2022 02:02 ET (06:02 GMT)

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