THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY EEA STATE (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY MARKETED) OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "IMPORTANT NOTICE" TOWARDS THE END OF THIS ANNOUNCEMENT.

This Announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority (the "FCA") and not a prospectus. Investors participating in the Placing (as defined below) should not purchase or subscribe for any transferable securities referred to in this Announcement except on the basis of information contained in a prospectus published by Foresight Sustainable Forestry Company Plc (the "Company") on 28 October 2021 (the "Prospectus") and not in reliance on this Announcement. Approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus. This Announcement does not constitute, and may not be construed as, an offer to sell or an invitation or recommendation to purchase, sell or subscribe for any securities or investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. Copies of the Prospectus, subject to certain access restrictions, are available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website (fscf.foresightgroup.eu). 

This Announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction in which the same would be unlawful. Neither this Announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The information communicated in this Announcement is deemed to constitute inside information as stipulated under the UK version of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA"), as further amended by UK legislation from time to time ("UK MAR"). Upon the publication of this Announcement, this information is considered to be in the public domain.

14 June 2022

Foresight Sustainable Forestry Company Plc

Proposed Placing and Offer for Subscription

(together the "Issue")

Further Afforestation Site Acquisition

Foresight Sustainable Forestry Company Plc ("FSF" or the "Company"), an investment company that invests in UK forestry and afforestation assets, today announces that it is fully deployed following its most recent acquisition and is proposing to undertake a placing (the "Placing") and an offer for subscription (the "Offer for Subscription") for new ordinary shares in the Company ("New Ordinary Shares") at a price of 107 pence per New Ordinary Share (the "Issue Price") to capitalise on a growing pipeline of potential acquisitions, of which £76.8 million is under option or exclusivity.

The Company's largest shareholder, Blackmead Infrastructure Limited ("BIL"), part of the Foresight Inheritance Tax Fund ("FITF"), has committed to subscribe for up to 29.99% of the New Ordinary Shares available under the Placing.

The majority of the Company's Board and both Fund Managers will also participate in the Issue.

The Issue

The Placing constitutes a "Subsequent Placing" under the Company's existing Placing Programme and the terms and conditions of the Placing are set out in Part 13 of the Company's prospectus dated 28 October 2021 (the "Prospectus"), a copy of which is available for review on the Company's website at

https://fsfc.foresightgroup.eu/foresight/g55h1wab/foresight-sustainable-forestry-company-plc-prospectus.pdf

The Board believes it is important to ensure that current and new retail shareholders have the opportunity to participate in the Issue and is therefore launching the Offer for Subscription to provide retail investors with the ability to subscribe for New Ordinary Shares in the Issue. The Offer for Subscription is being made under an exemption against the need for an approved prospectus provided for under the Financial Services and Markets Act 2000 and consequently the quantum of the Offer for Subscription shall not exceed the Sterling equivalent of €8.0 million.

Further details relating to the Placing and the Offer for Subscription are set out below and in the Appendix.

Company Overview and first Interim Results

On 13 June 2022, FSF completed the acquisition of Coed Doethie, an afforestation site located in Ceredigion, Wales, with a total area of 115 hectares. The acquired property is well suited for the establishment of a high yielding woodland creation scheme and was acquired for £1.3 million (inclusive of tax and other transaction costs). The Company is now considered to have fully deployed the IPO proceeds of £130 million.

Since the Company's IPO in November 2021, FSF has acquired 40 individual properties. The total size of the Company's portfolio (the "Portfolio") is 8,658 hectares, of which 37% by value are afforestation properties. The properties (by value) are located in Scotland (80%), Wales (12%) and England (8%).

The Company's first unaudited Interim Results to 31 March 2022 have also been released today and are available on the Company's website at https://fsfc.foresightgroup.eu/.

Pipeline

Strong relative performance

Richard Davidson, Chair of FSF, said:

"The Company's first seven months of trading have seen us successfully deliver on our strategy and reach several key milestones and we are delighted to be able to return to the market for further funding now. Trading volumes and positive share price momentum provide an indication of the strong investor support we are seeing for our strategy and increasing recognition of the imbalance between supply and demand in UK timber."

Robert Guest and Richard Kelly, FSF Co-Fund Managers, commented:

"As the London Stock Exchange's first natural capital investment company, we are thrilled to have been able to build an attractive portfolio of both afforestation and forestry assets ahead of the six to nine months originally envisaged. There is a very active market for UK afforestation sites in particular and we have developed a large, exciting pipeline of likely and potential deals. Further capital will allow us to significantly increase the impact of the Company through additional carbon sequestration and to further the supply of much-needed sustainable UK timber, whilst also continuing to provide wider societal benefits."

Details of the Placing

The Placing will be made to Qualified Investors (within the meaning of Article 2(e) of the UK version of Regulation (EU) 2017/2019 which is part of UK domestic law by virtue of the EUWA, as amended) (the "UK Prospectus Regulation") through Jefferies International Limited ("Jefferies"), subject to the terms and conditions set out in Part 13 (Terms and Conditions of the Initial Placing and the Placing Programme) of the Prospectus. The allocation of any New Ordinary Shares to any Qualified Investor shall be at the absolute discretion of Jefferies (in consultation with the Company and Foresight Group LLP (the "Investment Manager")).

The Placing is expected to close at 3.00 p.m. (London time) on 23 June 2022, but may close earlier or later at the absolute discretion of the Company (subject only to the consent of Jefferies).

It is intended that New Ordinary Shares issued pursuant to the Placing will be allocated as equitably as possible, however, for the avoidance of doubt, the Placing is not being conducted on a formal statutory pre-emptive basis and accordingly there can be no guarantee that existing Shareholders wishing to participate in the Placing will receive all of the New Ordinary Shares for which they have applied. The decision to allot New Ordinary Shares to any Qualified Investor shall be at the absolute discretion of the Company and Jefferies.

Jefferies, in agreement with the Company, may choose to accept orders under the Placing, either in whole or in part, and may scale down any orders for this purpose, on such basis as the Company and Jefferies may determine.  Jefferies may also, notwithstanding the above, subject to the prior consent of the Company: (i) allocate New Ordinary Shares after the time of any initial allocation to any person submitting an order after that time; and (ii) allocate New Ordinary Shares after the Placing has closed to any person submitting an order after that time. 

By making an offer to subscribe for New Ordinary Shares under the Placing, investors will be deemed to have accepted the terms and conditions set out in Part 13 (Terms and Conditions of the Initial Placing and the Placing Programme) of the Prospectus, or such other terms as may be agreed by the Company and the relevant subscriber.  An investor that has made an offer to subscribe for New Ordinary Shares under the Placing accepts that following the closing of the Placing such offer shall be irrevocable and may not be withdrawn or amended without the consent of the Directors.  Upon being notified of its allocation of New Ordinary Shares in the Placing, an investor shall be contractually committed to acquire the number of New Ordinary Shares allocated to it at the Issue Price per New Ordinary Share allocated to it.

Details of the Offer for Subscription

The Board believes it is important to ensure that current and new retail shareholders have the opportunity to participate in the Issue and is therefore launching the Offer for Subscription to provide retail investors with the ability to subscribe for New Ordinary Shares in the Issue.

There is a minimum subscription amount of 1,000 New Ordinary Shares at the Issue Price per applicant under the terms of the Offer for Subscription. The Company reserves the right to scale back any order at its absolute discretion, following consultation with Jefferies and the Investment Manager. The Company also reserves the right to reject any application for subscription under the Offer for Subscription without giving any reason for such rejection.

The Offer for Subscription is being made under an exemption against the need for an approved prospectus provided for under the Financial Services and Markets Act 2000. As such, no prospectus or offering document has been or will be published pursuant to the UK Prospectus Regulation in connection with the Offer for Subscription, nor will any such prospectus be submitted to be approved by the Financial Conduct Authority.

The Offer for Subscription is only being made in the United Kingdom.

The quantum of the Offer for Subscription shall not exceed the Sterling equivalent of €8.0 million.

The Offer for Subscription is conditional upon Admission (as defined below) of the New Ordinary Shares becoming effective and the Placing and Offer Agreement becoming unconditional in all respects in relation to the Placing and not having been terminated on or before Admission.

To participate in the Offer for Subscription, investors should complete the Offer for Subscription form ("Application Form"), which can be found on the Company's website at fsfc.foresightgroup.eu, and return it, by post to Computershare, CA Projects, Bristol BS99 6AH (or for applications which are to be paid only by DvP in CREST or by electronic CHAPS bank transfer the Application Form can be sent by PDF by email to ofspaymentqueries@computershare.co.uk (applications for payments to be made by cheque cannot be accepted by email, as the physical cheque payment needs to accompany the Application Form)), so as to be received by the Receiving Agent by no later than 2.30 p.m. on 23 June 2022, together in each case with payment in full in respect of the subscription.

The Offer for Subscription is being made on the terms and subject to the conditions set out in the Appendix to this Announcement.

Investors that wish to subscribe for New Ordinary Shares via their broker or platform may do so by requesting their broker or platform subscribe for New Ordinary Shares on their behalf, subject to the terms and conditions between the investor and their broker or platform.

By making an application to subscribe for New Ordinary Shares under the Offer for Subscription, investors will be deemed to have accepted the terms and conditions set out below in the Appendix to this Announcement.  An investor that has made an application to subscribe for New Ordinary Shares under the Offer for Subscription accepts that such application shall be irrevocable without the consent of the Board.  Upon being notified of its allocation of New Ordinary Shares in the Offer for Subscription, an investor shall be contractually committed to acquire the number of New Ordinary Shares allocated to it at the Issue Price per New Ordinary Share.

General

The New Ordinary Shares issued pursuant to the Issue will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid.

Applications will be made for the New Ordinary Shares issued pursuant to the Issue to be admitted to the premium segment of the Official List, and to trading on the London Stock Exchange's main market for listed securities ("Admission").

It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 28 June 2022.

Expected Timetable for the Issue

Each of the times and dates set out above and mentioned elsewhere in this Announcement may be adjusted by the Company, in which event details of the new times and dates will be announced via a Regulatory Information Service. References to a time of day are to London time.

 
Jefferies is acting as sole bookrunner and sole global coordinator in respect of the Issue.

Capitalised terms shall have the meanings attributed to them in the Prospectus unless otherwise defined in this Announcement.

For further information:

About the Company

Foresight Sustainable Forestry Company Plc ("the Company") is an externally managed investment company investing in a diversified portfolio of UK forestry and afforestation assets. Targeting a net total return of more than CPI +5% p.a., the Company provides investors with the opportunity for real returns and capital appreciation driven by the prevailing global imbalance between supply and demand for timber; the inflation-protection qualities of UK land freeholds; and biological tree growth of 3% to 4% not correlated to financial markets. It also offers outstanding sustainability and ESG attributes and access to carbon units related to carbon sequestration from new afforestation planting. The Company targets value creation as the afforestation projects successfully achieve development milestones in the process of converting open ground into established commercial forest and woodland areas. The Company is seeking to make a direct contribution in the fight against climate change through forestry and afforestation carbon sequestration initiatives and to preserve and proactively enhance natural capital and biodiversity across its portfolio. It is managed by Foresight Group LLP.  https://fsfc.foresightgroup.eu/

Important Notice

The contents of this Announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Foresight Group LLP ("Foresight") for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Foresight is authorised and regulated by the Financial Conduct Authority (FRN 198020).

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company in connection with the Issue and will not regard any other person (whether or not a recipient of this Announcement or the Prospectus) as its client in relation to the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any such person in connection with the Issue, the contents of this Announcement or any other matter referred to in this Announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Jefferies may have under the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States (as defined below). This Announcement is not an offer of securities for sale into the United States. The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States (as defined below) and accordingly may not be offered, sold or transferred within the United States of America, its territories or possessions, any State of the United States or the District of Columbia (the "United States") except pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act and in compliance with the securities laws of any State or other jurisdiction of the United States. No public offering of securities is being made in the United States.

The proposed issue of New Ordinary Shares will be made outside the United States in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S.

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act") and investors will not be entitled to the benefits of the U.S. Investment Company Act.

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Ordinary Shares in any jurisdiction including, without limitation, the United States, Australia, Canada, Japan or the Republic of South Africa or any member state of the EEA (as defined below) (other than any member state of the EEA where the Company's securities may be lawfully marketed) or any other jurisdiction in which such offer or solicitation is or may be unlawful (an "Excluded Territory"). This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in an Excluded Territory unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No application to market the New Ordinary Shares has been made by the Company under the relevant private placement regimes in any member state of the European Economic Area (the "EEA") other than the Republic of Ireland and the Netherlands. No marketing of New Ordinary Shares in any member state of the EEA other than, the Republic of Ireland and the Netherlands will be undertaken by the Company save to the extent that such marketing is permitted by Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010, and the EU AIFM Delegated Regulation the AIFM Directive as implemented in the relevant member state of the EEA.

The distribution of this Announcement, and/or the issue of New Ordinary Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, Jefferies or any of their respective affiliates as defined in Rule 501(b) under the U.S. Securities Act (as applicable in the context used, "Affiliates") that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required (other than the United Kingdom, the Republic of Ireland and the Netherlands). Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.  

Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this Announcement nor, unless previously published by means of an RIS announcement, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company. This Announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this Announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company. Approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus.

The information in this Announcement is for background purposes only and does not purport to be full or complete. None of the Company, the Investment Manager, Jefferies or any of their respective affiliates accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this Announcement, including the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this Announcement or its contents or otherwise arising in connection therewith. Apart from the liabilities and responsibilities (if any) which may be imposed on Jefferies and the Investment Manager by the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder, the Company, the Investment Manager and Jefferies and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this Announcement or its contents or otherwise arising in connection therewith.

This Announcement includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "forecasts", "projects", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. All forward-looking statements address matters that involve risks and uncertainties and are not guarantees of future performance. Accordingly, there are or will be important factors that could cause the Company's actual results of operations, performance or achievement or industry results to differ materially from those indicated in these statements. Any forward-looking statements in this Announcement reflect the Company's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. These forward-looking statements apply only as of the date of this Announcement. The Company, the Investment Manager and Jefferies expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, as amended, the Prospectus Regulation Rules of the FCA, UK MAR or other applicable laws, regulations or rules.

The value of securities in the Company and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements.  When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Information to distributors

Solely for the purposes of the product governance requirements contained within PROD 3 of the FCA's Product Intervention and Product Governance Sourcebook (the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares to be issued pursuant to the Issue are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in COBS 3.5 and 3.6 of the FCA's Conduct of Business Sourcebook, respectively; and (ii) eligible for distribution through all distribution channels as are permitted by the Product Governance Requirements (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: (a) the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; (b) an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Jefferies will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA's Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

PRIIPs Regulation

In accordance with the UK version of the EU PRIIPs Regulation (1286/2014) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK PRIIPs Laws"), a key information document in respect of an investment in the ordinary shares of the Company has been prepared by the Company and is available to investors at fsfc.foresightgroup.eu. If you are distributing any class of shares in the Company, it is your responsibility to ensure that the relevant key information document is provided to any clients that are "retail clients".

APPENDIX

TERMS AND CONDITIONS OF APPLICATION UNDER THE OFFER FOR SUBSCRIPTION

References in these terms and conditions of application under the Offer for Subscription (the "Terms and Conditions of Application") to the Announcement are to the announcement dated 14 June 2022 published by the Company relating, inter alia, to the Offer for Subscription (the "Announcement").

Save where the context requires otherwise, terms used in these Terms and Conditions of Application bear the same meaning as used in the Announcement.

No prospectus

The Offer for Subscription (as defined in the Announcement) is being made under the exemption against the need for an approved prospectus provided for under section 86(1) of FSMA. As such, no prospectus or offering document has been or will be published pursuant to the UK Prospectus Regulation in connection with the Offer for Subscription, nor will any such prospectus be submitted to be approved by the Financial Conduct Authority (the "FCA").

Accordingly, all applications will be made solely on the basis of information published by the Company in accordance with the FCA's Disclosure Guidance and Transparency Rules, the Company's pre-investment disclosure document prepared for the purposes of complying with regulation 59(2)(b) of the Alternative Investment Fund Managers Regulations 2013, as amended, and the key information document (the "KID") relating to the New Ordinary Shares (collectively "Regulatory Information").