LEI: 213800NNT42FFIZB1T09
27 June
2024
Foresight Group Holdings
Limited
Extension to share buyback
programme
Foresight Group Holdings Limited
("Foresight", the "Company" or the "Group"), a leading investment
manager in real assets and providing capital for growth, is pleased
to announce the extension of its share buyback programme
to buy back (repurchase) Ordinary Shares (as
defined in Foresight's articles of incorporation) (the "shares" or
"Ordinary Shares") in the capital of Foresight, which was
originally announced on 27 October 2023, from £5 million to £10
million (the "Share Buyback"). Since the commencement of the Share
Buyback, 378,666 shares have been repurchased for an aggregate
consideration of £1.6 million. Numis Securities Limited (which is
trading for these purposes as 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 be conducted
in accordance with the Company's general authority to
buy back up to 11,627,121 shares (the "2023
General Authority"), which was granted to the Board
of Foresight at its annual general meeting held on 10 August 2023
(the "2023 AGM"). The 2023 General Authority expires at the
forthcoming AGM, which will be held on 2 August 2024 (the "2024
AGM"), and therefore, the continuation of the Share Buyback
subsequent to this date will be subject to the renewal of the
Company's general authority to buy back shares (the "2024 General
Authority") and the approval of a waiver of Rule 9 of the Takeover
Code at the 2024 AGM.
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
2023 General Authority (or any subsequent authority approved by
shareholders at the 2024 AGM).
· In
accordance with the 2023 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 2023 General
Authority the minimum price payable per Ordinary Share acquired by
the Company pursuant to the Share Buyback is £nil. If the 2024
General Authority is approved, the Share Buyback will continue
within the parameters of the 2024 General Authority.
· If the
2024 General Authority is not approved, the Share Buyback will continue until the
earlier of the expiry of the 2023 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. If the 2024
General Authority is approved, the Share Buyback will continue
until the earlier of the expiry of the 2024 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.
· 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 2023 AGM. If the remainder of the 2023 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 34.2% to
38.0%.
· 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
2023 General Authority and any subsequent 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) ("MAR").
· However, there will be circumstances 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, accordingly, Foresight may not benefit from
the exemption contained in Article 5(1) of MAR.
· As at
26 June 2024, the Group's total issued share capital consisted
of 116,271,212 Ordinary
Shares, with 378,666 shares held in
treasury. Therefore, the total number of voting rights in the Group
was 115,892,546.
The Board has determined that the
continuation of its 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
|
Deutsche Numis
|
H-Advisors Maitland
|
Liz Scorer / Ben McGrory
|
Charles Farquhar
|
Sam Cartwright / Genevieve
Ryan
|
+44(0)7966 966956 / +44(0)7443
821577
|
+44(0)207 260 1000
|
+44(0)782 725 4561 / +44(0)781 710
5562
|
ir@foresightgroup.eu
|
|
Foresight@h-advisors.global
|
About Foresight Group Holdings Limited
Founded in 1984, Foresight is a
leading investment manager in real assets and providing capital for
growth, operating across the UK, Europe and Australia.
With decades of experience,
Foresight offers investors access to compelling opportunities at
the forefront of change. Foresight actively builds and grows
investment solutions to support the energy transition, decarbonise
industry, enhance nature recovery and realise the economic
potential of ambitious companies.
Constituent of the FTSE 250 index,
Foresight's diversified investment strategies combine financial and
operational skillsets to maximise asset value and provide
attractive returns to its investors. The wide range of private and
public funds is complemented with a variety of investment solutions
designed for the retail market.
Foresight is united by a shared commitment to build a sustainable future
and grow thriving economies.
Visit https://foresight.group for more
information.
Follow us
on LinkedIn for
key updates.
![A green and white logo Description automatically generated](https://dw6uz0omxro53.cloudfront.net/3091041/b2792cd2-d906-4021-98d0-786dbee20f97.png)
![A green and white logo Description automatically generated](https://dw6uz0omxro53.cloudfront.net/3091041/155c9ae3-0864-41b1-8dc7-59ae782c6c21.png)
![A blue and white logo Description automatically generated](https://dw6uz0omxro53.cloudfront.net/3091041/1e2d0394-52bf-47b8-8452-16ae12c51f2d.png)