Foresight Group Holdings Limited
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Dated 4 February 2021. This document comprises a prospectus (the "Prospectus") for the purposes of the UK version of Regulation (EU) 2017/1129 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "Prospectus Regulation") relating to Foresight Group Holdings Limited (the "Company") prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority (the "FCA") made under section 73A of the Financial Services and Markets Act 2000 (the "FSMA"). The Prospectus has been approved by the FCA under the Prospectus Regulation Rules. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Company that is, or the quality of the securities that are, the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the ordinary shares in the capital of the Company (the "Shares"). Application has been made to the FCA for the Shares, issued and to be issued in connection with the Offer to be admitted to the premium listing segment of the Official List of the FCA and to London Stock Exchange plc (the "London Stock Exchange") for all of the Shares, issued and to be issued in connection with the Offer, to be admitted to trading on the London Stock Exchange's main market for listed securities (the "Main Market") (together,"Admission"). Conditional dealings in the Shares are expected to commence on the Main Market at 8.00 a.m. on 4 February 2021. It is expected that Admission will become effective, and that unconditional dealings in the Shares will commence at 8.00 a.m. on 9 February 2021. Dealings on the Main Market before Admission will only be settled if Admission takes place. All dealings before the commencement of unconditional dealings will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned. No application is currently intended to be made for the Shares to be admitted to listing or dealt with on any other exchange. The directors of the Company, whose names appear on page 80 of this Prospectus (the "Directors"), and the Company accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Directors and the Company, the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect its import. Prospective investors in Shares should read this document in its entirety and, in particular, the ''Risk Factors'' in Part 1 for a discussion of certain risks and other factors that should be considered prior to any investment in the Shares. Foresight Group Holdings Limited (Incorporated and registered in Guernsey with registered number 51521) Offer of 54,046,320 Offer Shares of nil par value at an Offer Price of 420 pence per Offer Share and admission of the Shares to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange Sponsor, Joint Global Co-ordinator and Joint Bookrunner Joint Global Co-ordinator and Joint Bookrunner Numis Jefferies ORDINARY SHARE CAPITAL IMMEDIATELY FOLLOWING ADMISSION Issued Number 108,333,333 nil par value Pursuant to the terms of the Offer, the Company is offering 8,333,333 New Shares (representing 7.7 per cent. of the issued Shares on Admission) which will raise estimated net proceeds for the Company of £30.0 million and the Selling Shareholders are selling 45,712,987 Existing Shares in aggregate (representing 42.2 per cent. of the issued Shares on Admission) which will raise estimated net proceeds, in aggregate, for the Selling Shareholders of £186.2 million. The Company will not receive any of the proceeds from the sale of the Existing Shares, all of which will be paid to the Selling Shareholders. The Offer is conditional, inter alia, on Admission taking place on or before 8.00 a.m. on 9 February 2021 or such later time and/or date as the Company and the Banks may agree. The New Shares to be issued pursuant to the Offer will, following Admission, rank pari passu in all respects with each other and with the Existing Shares and will rank in full for all dividends and other distributions declared, made or paid on Shares after Admission. The Company is not regulated in Guernsey. Neither the Guernsey Financial Services Commission nor the States of Guernsey take any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it. It should be remembered that the price of securities and the income from them can go down as well as up. The Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States. The Offer Shares will be offered (i) in the United States only to qualified institutional buyers ("QIBs"), as defined in Rule 144A under the US Securities Act ("Rule 144A") pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, and (ii) outside of the United States in "offshore transactions" as defined in, and in reliance on, Regulation S under the US Securities Act ("Regulation S"). Prospective investors are hereby notified that the Selling Shareholders and the Banks (defined below) may be relying on the exemption from the provisions of section 5 of the US Securities Act provided by Rule 144A. No actions have been taken to allow a public offering of the Offer Shares under the applicable securities laws of any jurisdiction, including Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Offer Shares may not be offered or sold in any jurisdiction, or to or for the account or benefit of any national, resident or citizen of any jurisdiction, including Australia, Canada, Japan or South Africa. This Prospectus does not constitute an offer of, or the solicitation of an offer to subscribe for or purchase, any of the Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the US Securities and Exchange Commission, nor any securities regulatory authority of any state of the United States, has approved the Shares or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. This document does not constitute a prospectus for the purposes of any offer of shares in any EEA member state and has not been approved by a competent authority in any EEA member state for the purposes of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). Accordingly, the Offer Shares may only be offered to persons in any EEA member state who are "qualified investors" within the meaning of the EU Prospectus Regulation or in other circumstances in which a prospectus is not required by the EU Prospectus Regulation. In Canada, the Offer will only be made by way of private placement to persons: (a) in the provinces of Ontario, Québec, Alberta, Manitoba or British Columbia: (b) who are an "accredited investor" within the meaning of Section 1.1 of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) of the Canadian Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario) (the “OSA”), as applicable, and either purchasing the Offer Shares as principal for its own account, or is deemed to be purchasing the Offer Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (c) not created or used solely to purchase or hold the Offer Shares as an accredited investor under NI 45-106; (d) who are a "permitted client" within the meaning of National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”) of the Canadian Securities Administrators; and (e) entitled under applicable Canadian securities laws to purchase the Offer Shares without the benefit of a prospectus under such securities laws. Any offer and sale of the Offer Shares in Canada will be made on a private placement basis only and will be exempt from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. Jefferies International Limited ("Jefferies") and Numis Securities Limited ("Numis" and, together with Jefferies, the "Banks"), each of which is authorised and regulated by the FCA in the United Kingdom are each acting exclusively for the Company and no one else in connection with the Offer. The Banks will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for the giving of advice in relation to the Offer or any transaction, matter, or arrangement referred to in this Prospectus. Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by FSMA or the regulatory regime established thereunder, neither the Banks nor any of their respective affiliates, directors, personally liable partners, officers, employees, advisers or agents accept any responsibility whatsoever for the contents of this Prospectus or for any other statement made or purported to be made by them, or on their behalf, in connection with the Company, the Shares or the Offer.