Business
Completion of Acquisition and New Share Issuance
Completion of Acquisition and New Share Issuance.
About this update from Foresight Group Holdings Ltd.
[{"type":"text","content":"\n \n \n LEI: 213800NNT42FFIZB1T09\n \n \n 8 September 2022\n \n \n \n \n \n \n NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL\n \n \n \n \n \n \n THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. FOR IMMEDIATE RELEASE\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Completion of Acquisition of Infrastructure Capital Holdings Pty Ltd (\"Infrastructure Capital\") and Issuance of New Shares\n \n \n \n \n \n \n \n \n \n Foresight Group Holdings Limited (\"Foresight\", \"Foresight Group\", the \"Group\") today announces the timely completion of its acquisition of 100% of the issued share capital of Infrastructure Capital, previously announced on 12 July 2022, following receipt of regulatory approval from the Foreign Investment Review Board in Australia and satisfaction of certain change of control conditions.\n \n \n \n \n \n The up-front consideration of A$105 million for the acquisition has been satisfied through the payment of A$52.5 million in cash and the issue of 7,937,879 new ordinary Foresight shares (the \"Consideration Shares\") to Infrastructure Capital's shareholders. The Consideration Shares equate in value to A$52.5 million (£29.9 million1) at a fixed share price of c.376p (the volume weighted average price over the 30 trading days ending on 11 July 2022). The Consideration Shares will (subject to certain customary good leaver exceptions) be subject to forfeiture if a seller ceases to be employed or contracted by Infrastructure Capital during the next 3 years, with 100% of a seller's Foresight shares being forfeited if this occurs prior to 30 September 2023, 66.66% from 30 September 2023 to 29 September 2024 and 33.33% from 30 September 2024 to 30 September 2025.\n The Consideration Shares are also subject to lock-up provisions, with one-third of the total Consideration Shares being released from lock-up each year for the next 3 years.\n \n \n \n \n \n Application has been made for the admission of the Consideration Shares, which will rank pari passu in all respects with the Company's existing ordi...