Hot Features
Premium
Level up your trading with our powerful tools and real-time insights all in one place.
150 million New Ordinary Shares and/or C Shares, proposed amendment of Articles of Incorporation and Notice of Extraordinary General Meeting.
The Board of Bluefield Solar Income Fund Limited has announced that the company’s wholly-owned UK subsidiary, Bluefield SIF Investments Limited, has entered into a conditional contract to acquire the Target Portfolio through the acquisition of all of the issued shares in Bluefield L&P Solar Limited in consideration for the issue of new Ordinary Shares and cash.
The company’s investment adviser, Bluefield Partners LLP, is also the investment manager to the Target Holdco and certain members of the Investment Adviser hold Ordinary and B Shares in the Target Holdco which are proposed to be sold to SIF pursuant to the Acquisition Agreement. Three of these members are directors of SIF, or its subsidiaries, and as such are related parties to the Group.
Consequently, the Acquisition Agreement will be a related party transaction for the purposes of the Listing Rules and the Acquisition Agreement is therefore conditional on, inter alia, the approval of Shareholders at the EGM.
In addition, the Board is announcing that, subject to Shareholder approval and the publication of a prospectus, it intends to put in place a placing programme to enable the Company to repay sums drawn down from time to time under the Acquisition Facility and to make further acquisitions. The Board is seeking Shareholders’ consent for the disapplication of pre-emption rights in connection with the proposed issue in aggregate of up to 150 million New Ordinary Shares and/or C Shares pursuant to the Placing Programme.
In connection with the proposed Placing Programme, the Board is seeking the approval of Shareholders to issues of New Ordinary Shares and/or C Shares to: (i) the L&P Sellers, who will be deemed to be related parties to the Company under the Listing Rules following the issue of the Consideration Shares pursuant to the Acquisition Agreement; and (ii) CCLA, which, by virtue of the size of its shareholding in the Company, is a related party to the Company.
The Board is also putting a resolution to Shareholders seeking approval of an amendment to the conversion rights attaching to the C Shares as set out in the Articles. The purpose of the proposed amendment is to provide greater flexibility to the Board to determine the most appropriate time for calculating the conversion ratio in respect of each class of C Shares with a view to achieving the objective that the conversion of the C Shares should not be earnings dilutive for the existing Ordinary Shares.
Consequently, the Board is convening an Extraordinary General Meeting in order to put the necessary resolutions to Shareholders.
The Acquisition:
The Target Portfolio consists of 12 operating solar assets totalling 6.212MWp. The assets were commissioned between July 2011 and September 2012. The largest asset in the Target Portfolio, Durrant’s Farm, was built by REC Systems Ltd, the specialist contracting arm of REC Group, the global solar manufacturer and installer. The remaining 11 assets were built by British Gas New Heating (“BG”), the specialist solar contracting arm of Centrica.
The Target Portfolio is held by the Target Holdco within two special purpose companies: (i) KS SPV5 Ltd (an indirect wholly-owned subsidiary of the Target Holdco), which owns Durrant’s Farm; and (ii) Bluefield Goshawk Ltd, which owns the remaining 11 assets (comprising the Thames Water Assets and the Adnams Bio-energy Asset).
The total consideration payable by SIF for the Target Holdco will be £8,914,000, which will be satisfied through a combination of cash and the allotment of the Consideration Shares.
The total consideration payable for Durrants represents £4.27 million per MWp which reflects the fact that the acquisition benefits from a FIT rate of 34.1p for kWh, rising with RPI; Goshawk’s portfolio is being acquired for a consideration of £1.55 million per MWp from assets that benefit from a FIT of 17.9p per kWh, rising with RPI. Both subsidy levels are higher than the current ROC regime under which the Company’s existing portfolio operates and enables the Company to pay more for the Target HoldCo and still expect to match or exceed the Company’s return target.
Based on the proposed consideration payable the Board expects that the cashflow derived from Target Holdco, over the life of the asset, will be accretive to Shareholder returns.
