Foresight Solar & Infrastructure VCT plc (the "Company")
Publication of Circular
On 29 March 2018, the Company released its half-yearly report for the six months ended 31 December 2017, in which the Chairman noted that clearance had been sought from HM Revenue & Customs ("HMRC") to a merger of the Company's Ordinary Shares, C Shares and D Shares into a single share class.
Clearance was accordingly received from HMRC on 4 May 2018 and the Company has today issued a circular (the "Circular") to shareholders of all three share classes seeking their approval to the proposals to merge the classes into a single enlarged class of Ordinary Shares which will involve the conversion of the C Shares and D Shares into Ordinary Shares. Contained in the Circular is a notice of a general meeting of the Company to be held at 2.00 p.m. on 29 June 2018 and separate notices of class meetings of each of the Ordinary Shares, C Shares and D Shares to be held shortly thereafter (the "Meetings").
The full proposed timetable for the class merger is set out below.
| Latest time and date for receipt of forms of proxy for the General Meeting, Ordinary Share Class Meeting, C Share Class Meeting and D Share Class Meeting | 2.00 p.m., 2.05 p.m. 2.10 p.m. and 2.15 p.m. respectively on 27 June 2018 |
| Latest date for dealings in C Shares and D Shares | 27 June 2018 |
| Record Date for the entitlement of holders of C Shares and D Shares to their new holdings of Ordinary Shares | 6.00 p.m. on 29 June 2018 |
| Calculation Date | 29 June 2018 |
| General Meeting of the Company | 2.00 p.m. on 29 June 2018 |
| Class Meetings of the holders of Ordinary Shares, C Shares and D Shares | 2.05 p.m., 2.10 p.m. and 2.15 p.m. respectively on 29 June 2018 |
| Announcement of the results of the General Meeting and Class Meetings | 29 June 2018 |
| CREST accounts credited for revised holdings of new Ordinary Shares | by 3 July 2018 |
| Dispatch of share certificates for holdings of new Ordinary Shares | by 9 July 2018 |
The conversion ratio to determine the number of Ordinary Shares that each holder of C Shares and D Shares will receive will be based on the most recently published NAV of each class at the Calculation Date, expected to be the NAVs as at 31 March 2018, as adjusted for dividends declared but not paid (if necessary) and other factors as determined by the Board.
Share certificates for those Ordinary Shares arising on conversion of the C Shares and D shares will be dispatched by 9 July 2018 if the proposals are approved.
It is proposed that upon the merger of the share classes taking effect the existing arrangements between the Company and Foresight Group CI Limited (the "Manager") for the C Shares fund and the D Shares fund will be cancelled and that a new management agreement and performance incentive agreement (the "New Management Agreements") will be entered into between the Company and the Manager in relation to the Ordinary Shares fund, as enlarged, whereby the Manager's appointment to act as the investment manager in relation to the Ordinary Shares fund is renewed on the terms set out in the table below:
| Annual management fee | 1.5% of net assets plus VAT per annum |
| Secretarial and accounting fee | 0.3% of net funds raised (subject to a minimum of £60,000) per annum |
| Performance incentive fee amount | 20% of Distributions > 100p < 130p per share 30% of Distributions >130p per share |
| Performance incentive fee basic hurdle | Distributions > 100 p per share |
| Performance incentive fee additional hurdle from 1 June 2017 | The 130p per share higher threshold increases at a rate of 5% simple per annum from 1 June 2017: 136.5p for the year ending 30 June 2018, 143p for the year ending 30 June 2019 and so on |
| Term of Agreement | Fixed term to expire 1 February 2021 and thereafter rolling on 12 months' notice |
The Manager is regarded as a related party of the Company under the Listing Rules. Therefore, entry into of the New Management Agreements constitutes a related party transaction for the purpose of the Listing Rules and requires Shareholders' approval which will be sought at the Meetings.
The Circular has been submitted to the Financial Conduct Authority and shall shortly be available for download from the Foresight website (www.foresightgroup.eu) and the National Storage Mechanism (www.morningstar.co.uk/uk/NSM).
For further information please contact:
Gary Fraser, Foresight Group: 020 3667 8100