TIDMFSF
RNS Number : 0471Q
Foresight Sustain. Forestry Co PLC
24 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.
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.
24 June 2022
Foresight Sustainable Forestry Company Plc
("FSF" or the "Company")
Results of Placing, Offer for Subscription and Total Voting
Rights
Further to its announcement of 14 June 2022, the Board of
Directors of FSF is pleased to announce the results of the placing
(the "Placing") of new ordinary shares pursuant to the Placing
Programme and the offer for subscription (the "Offer for
Subscription") (together the "Issue").
38,002,022 new ordinary shares (the " New Ordinary Shares ")
will be issued pursuant to the Placing, and 4,054,052 New Ordinary
Shares will be issued pursuant to the Offer for Subscription, at
107 pence per New Ordinary Share, raising combined gross proceeds
of GBP45 million. The net proceeds of the Issue will be used to
acquire further assets within the Company's Imminent Pipeline of
opportunities.
Richard Davidson, Chair of FSF, said:
"This fundraising represents another significant milestone for
Foresight Sustainable Forestry. It has been a busy first eight
months for the Company, having fully deployed the proceeds of the
Company's IPO and now undertaken a further issuance of new shares.
The net proceeds of the Issue, along with the proceeds of a
Revolving Credit Facility that is nearing completion, will be used
to acquire our imminent pipeline of forestry and afforestation
assets and to further enhance the growing reach and impact of FSF.
We would like to thank our existing Shareholders for their
continued support and to welcome all new Shareholders."
Robert Guest and Richard Kelly, FSF Co-Fund Managers,
commented:
" We are delighted by the positive reception from both existing
and new investors, despite the current challenging broader equity
market conditions. We are also highly encouraged by the level of
interest we have received from investors in FSF and its future
prospects. We are focused on continuing to execute our strategy on
behalf of our growing and high calibre investor base. We are
excited to deploy the proceeds of the issue into our pipeline of
mostly afforestation opportunities, that offer attractive capital
appreciation potential whilst further extending the direct
contribution FSF makes to the twin fights against climate change
and biodiversity loss. "
Application for Admission
Application has been made for 42,056,074 New Ordinary Shares to
be admitted to the premium listing segment of the O cial List of
the FCA and to trading on the Main Market of the London Stock
Exchange. It is expected that admission ( "Admission") will become
e ective and dealings in the New Ordinary Shares will commence on
the London Stock Exchange at 8.00 a.m. on 28 June 2022.
Total Voting Rights
On Admission, the Company's issued share capital will consist of
172,056,075 ordinary shares with voting rights. This figure may be
used by Shareholders in determining the denominator for the
calculation by which they will establish if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
The New Ordinary Shares issued in connection with the Issue will
be fully paid and will rank pari passu in all respects with each
other and with the existing ordinary shares of the Company.
Jefferies International Limited ("Jefferies") acted as sole
bookrunner and sole global coordinator in respect of the Issue.
Capitalised terms will have the meanings given to them in the
Company's announcement dated 14 June 2022 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
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)
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 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.
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.
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.
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END
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