REG - Foresight Group Hldg - Commencement of share buyback programme

Foresight groupAnnouncement

27/10/2023 16:45

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RNS Number : 6009R  Foresight Group Holdings Limited  27 October 2023

Foresight Group Holdings Limited - Commencement of share buyback programme

LEI: 213800NNT42FFIZB1T09

27 October 2023

Foresight Group Holdings Limited

Commencement of share buyback programme

 

Foresight Group Holdings Limited ("Foresight", the "Company" or the "Group"),
a sustainability-led infrastructure and private equity investment manager, is
pleased to announce that it has appointed Numis Securities Limited (which is
trading for these purposes as Deutsche Numis) ("Deutsche Numis") to conduct a
share buyback programme of up to £5 million for Foresight (in accordance with
certain pre-set parameters) (the "Share Buyback") to buy back (repurchase)
Ordinary Shares (as defined in Foresight's articles of incorporation) (the
"shares" or "Ordinary Shares") in the capital of Foresight. Deutsche Numis
will be authorised by the board of directors of Foresight (the "Board") to
make trading decisions in relation to the Share Buyback independently of
Foresight.

 

The Share Buyback will take place within the limitations of the authority
granted to the Board of Foresight at its annual general meeting ("General
Authority"), held on 10 August 2023 (the "AGM"), pursuant to which the maximum
number of shares which may be bought back is 11,627,121.

 

About the Share Buyback

 

 ●    The Share Buyback will be financed through existing cash resources.
 ●    The aggregate number of Ordinary Shares acquired by the Company pursuant to
      the Share Buyback shall not exceed the maximum number of Ordinary Shares which
      the Company is authorised to purchase pursuant to the General Authority.
 ●    In accordance with the General Authority, the maximum price paid per Ordinary
      Share acquired by the Company pursuant to the Share Buyback is to be no more
      than the higher of (i) 105% of the average middle market closing price of an
      Ordinary Share on the London Stock Exchange for the five business days
      preceding the date of purchase; and (ii) the higher of the price of the last
      independent trade of an Ordinary Share, and the highest independent bid for
      the Ordinary Shares as derived from the London Stock Exchange Trading System
      at the time of the purchase. Further, in accordance with the General Authority
      the minimum price payable per Ordinary Share acquired by the Company pursuant
      to the Share Buyback is £nil.
 ●    The Share Buyback will commence on the date of this announcement and will
      continue until the earlier of the expiration of the General Authority or until
      the number of Ordinary Shares equal to the maximum pecuniary amount have been
      purchased under the Share Buyback or the process is terminated or paused.
 ●    The purchased Ordinary Shares will be held by the Group in treasury at the
      Group's discretion for later reissue or cancellation. Shares held in treasury
      are, subject to the Companies (Guernsey) Law, 2008, not entitled to
      distributions or dividends and the rights and obligations of such shares shall
      be suspended (including any voting rights at the Group's general meetings).
 ●    Shareholders approved a waiver of Rule 9 of the Takeover Code at the AGM. If
      the General Authority was exercised in full, as the concert party of Bernard
      Fairman, Gary Fraser and David Hughes are not participating, their aggregate
      shareholdings would increase from 34.1% to 37.9%.
 ●    Share repurchases will take place in open market transactions and may be made
      from time to time depending on market conditions, share price and trading
      volume.  There is no certainty that any buybacks will be completed. The Share
      Buyback may be paused at any time if deemed appropriate by Deutsche Numis with
      respect to the market conditions.
 ●    The Company confirms that it is not in a closed period and currently has no
      unpublished inside information.
 ●    The Share Buyback will operate in accordance with and under the terms of the
      relevant General Authority, and within the regulatory limit on the quantity of
      Ordinary Shares the Company may purchase on a single day. The Share Buyback
      will be conducted within the parameters of the Market Abuse Regulation
      596/2014/EU and the delegated regulations made pursuant to it (as incorporated
      into English law by virtue of the European Union (Withdrawal) Act 2018 and as
      amended from time to time).
 ●    However, there will be circumstance where the Group conducts share repurchases
      such that they exceed 25 per cent of the average daily volume in Ordinary
      Shares for the 20 trading days prior to the share repurchase.
 ●    As at 26 October 2023, the Group's total issued share capital consisted of
      116,271,212 Ordinary Shares, with one voting right per share. The Group does
      not as at this date hold any Ordinary Shares in treasury. Therefore, the total
      number of voting rights in the Group was 116,271,212.

 

 

The Board has determined that the commencement of a share buyback programme is
an optimal use of cash resources and is in the best interests of the Company
and its shareholders.

 

For further information please contact:

 Foresight Group Investors
 Liz Scorer / Ben McGrory
 +44 (0) 7966 966956 / +44 (0) 7443 821577
 ir@foresightgroup.eu (mailto:ir@foresightgroup.eu)

 

 Deutsche Numis
 Stephen Westgate / Charles Farquhar
 +44 (0) 207 260 1000

 

 Citigate Dewe Rogerson
 Caroline Merrell / Toby Moore
 +44 (0) 7852 210329 / +44 (0) 7768 981763
 caroline.merrell@citigatedewerogerson.com
 (mailto:caroline.merrell@citigatedewerogerson.com)  /
 toby.moore@citigatedewerogerson.com
 (mailto:toby.moore@citigatedewerogerson.com)

About Foresight Group Holdings Limited

Foresight Group was founded in 1984 and is a leading listed infrastructure and
private equity investment manager. With a long-established focus on ESG and
sustainability-led strategies, it aims to provide attractive returns to its
institutional and private investors from hard-to-access private markets.
Foresight manages over 400 infrastructure assets with a focus on solar and
onshore wind assets, bioenergy and waste, as well as renewable energy enabling
projects, energy efficiency management solutions, social and core
infrastructure projects and sustainable forestry assets. Its private equity
team manages eleven regionally focused investment funds across the UK and an
SME impact fund supporting Irish SMEs. This team reviews over 2,500 business
plans each year and currently supports more than 250 investments in SMEs.
Foresight Capital Management manages four strategies across seven investment
vehicles.

 Foresight operates in eight countries across Europe, Australia and United
States with AUM of £12.1 billion(*). Foresight Group Holdings Limited listed
on the Main Market of the London Stock Exchange in February 2021 and is a
constituent of the FTSE250 index. https://www.foresightgroup.eu/shareholders

 (*)Based on unaudited AUM as at 30 September 2023.

 

 

 

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