This document is issued by Next Energy Capital Limited (“NEC”), which is authorized and regulated by the UK Financial Conduct Authority (“FCA”) under registration number 471192. The contents of this document are strictly private and confidential and , therefore, may not be published, reproduced, copied, transmitted or disclosed to a third party.
This document is an advertisement and not a prospectus. Investors should not purchase or subscribe to any transferable securities mentioned in this document, except on the basis of the information contained in the prospectus dated November 10, 2014 (and any supplement thereto) (the âProspectusâ) published by NextEnergy Solar Fund Limited (the ââ) in connection with its investment program to issue up to 250,000,000 ordinary shares (âOrdinary Sharesâ) and / or C shares, which will be admitted to the segment premium from the Official List of the Financial Conduct Authority (the âOfficial Listâ) and for trading on the main market of London Stock Exchange plc for listed securities (the âLondon Stock Exchangeâ), (together, âAdmissionâ) . A copy of the Prospectus is available on the Fund’s website. This document does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States or in any other jurisdiction. Neither this document nor any part of it must not form the basis of or be invoked in connection with or act as an inducement to enter into any contract or commitment whatsoever.
The information contained in this document has been prepared in good faith but is liable to be updated, modified, verified and supplemented. This document and all terms used in this document are only an overview of the Fund and are provided on a confidential basis for the purpose of evaluating a potential investment in the Fund. This document is designed only to assist exploratory discussions with a limited number of potential investors. Recipients of this document who intend to purchase or subscribe for shares of the Fund are reminded that any purchase or subscription must be made solely on the basis of the information contained in the Prospectus.
None of the Fund, NEC, Cenkos Securities, Shore Capital and Corporate Limited or Shore Capital Stockbrokers Limited or any of their respective directors, officers, employees, agents or advisers or any other person makes any representation, guarantee or commitment express or implied, as to the accuracy or completeness of the contents of this document, which has been prepared for reference purposes. In particular, but without prejudice to the generality of the foregoing, past performance does not constitute a guarantee and may not be indicative of future results and no representation or guarantee is given as to the achievement or reasonableness of, and no reliance should be placed on any assumptions, targets, forecasts, projections, estimates or prospects regarding the anticipated future performance of the Fund or any other information contained herein. No liability is accepted by such person for the occurrence or completeness of the contents of the document or for any errors, inaccuracies or omissions in this document. The exclusion set out in this paragraph does not extend to an exclusion of liability or a remedy for fraudulent misrepresentation.
The Fund is incorporated in Guernsey, Channel Islands and is a closed-end investment fund registered under the Investor Protection Act 1987 (Bailiwick of Guernsey) and the Rules for Registered Collective Investment Schemes from 2008. The Fund is not an authorized person under the UK Financial Services and Markets Act 2000 (âFSMAâ) and, therefore, will not be registered with the FCA. The Fund will therefore only be suitable for professional or experienced investors, or who have taken financial advice. Regulatory requirements which may be deemed necessary for the protection of retail or inexperienced investors do not apply to listed funds. By investing in the Fund you will be deemed to recognize that you are a professional or experienced investor or that you have followed the advice of an appropriate professional and that you accept the reduced requirements accordingly. You are solely responsible for ensuring that all aspects of the Fund are suitable for you. Investing in listed funds may involve special risks which could lead to a loss of all or a substantial part of this investment. Unless you fully understand and accept the nature of the Fund and the potential risks associated with investing in it, you should not invest in the Fund.
An investment in the Fund will only be suitable for sophisticated investors who fully understand and are prepared to accept the high risks and lack of liquidity inherent in the investment strategy of the Fund. The Fund’s investment practices, by their nature, may be considered to involve a high degree of risk.
Nothing contained in this document constitutes an offer, solicitation or invitation to make an offer or a recommendation, to acquire or dispose of interests in the Fund or other investment instruments, or to carry out any transaction or to enter into a legal act of any kind. Nothing in this document constitutes financial, legal, tax, investment or other advice, and no investment or other decision should be made solely on the basis of the information set forth in this document.
The interests and constituent documents of the Fund are not deposited, nor have they been approved or disapproved by any government agency, regulatory authority or national stock exchange. Accordingly, such interests and documents constituting the Fund will not be registered under the securities laws of any jurisdiction, except to qualify for exemptions from the monitoring, registration, prospectus and reporting obligations of such laws. The Fund and its management entity will not be supervised, regulated or transmitted by any securities or investment regulator.
The information provided is confidential, for personal use and for informational purposes only, subject to change without notice. It must not be reproduced, duplicated, distributed, transmitted or used in whole or in part for other purposes by any recipient hereof. Any recipient acting as a discretionary investment manager must not distribute or transmit all or part of this document to any of its clients or other third parties. Accordingly, no person has been authorized to give any information or to make any statement regarding the Fund other than those contained herein and, if given or made, such information or statements should not be considered to have been authorized.
The Fund has a limited investment and trading history. Results may be affected positively or negatively by market conditions beyond the control of the Fund or any other person. The returns shown in this document are only targets. There is no guarantee that the returns shown in this document will be achieved or may be sustained if achieved, or that the Fund will make any distributions. There may be other risks, uncertainties and additional factors which could cause the returns generated by the Fund to be significantly lower than the returns shown in this document.
This document may include “forward-looking statements”. All statements other than statements of historical fact included in this document, including, without limitation, those concerning the financial condition of the Fund, its business strategy, plans and management objectives for future operations (including development plans and investment objectives of the Fund) are forward-looking statements. Forward-looking statements are subject to risks and uncertainties and, therefore, actual future financial results and operating performance of the Fund may differ materially from the results and performance expressed or implied by the statements. These factors include, but are not limited to, those described in the Prospectus. These forward-looking statements speak only as of the date of this document. The Fund and NEC expressly disclaim any obligation or commitment to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances upon which such statements are based, unless the FSMA does not oblige it, the rules of the Financial Conduct Authority or other applicable laws, regulations or rules.