TIDMBSIF
RNS Number : 4958D
Bluefield Solar Income Fund Limited
29 June 2021
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 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 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 Bluefield Solar Income Fund Limited (the
"Company") (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. Potential investors should read the Prospectus
and in particular the risk factors set out therein before making an
investment decision in order to fully understand the potential
risks and rewards associated with the decision to invest in the
Company's securities. 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, will be
available shortly for viewing at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website (www.bluefieldsif.com).
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.
29 June 2021
Bluefield Solar Income Fund Limited
("Bluefield Solar" or the "Company")
Publication of Prospectus in respect of issues of up to 500
million New Ordinary Shares by way of an Initial Placing, Open
Offer and Offer for Subscription and subsequent Placing Programme
and Notice of Extraordinary General Meeting
The Board of Bluefield Solar Income Fund Limited is pleased to
announce that it has today published a Prospectus in respect of
issues of up to 500 million New Ordinary Shares by way of an
Initial Placing, Open Offer and Offer for Subscription and
subsequent Placing Programme.
Introduction
On 28 June 2021 the Board announced that the Company had entered
into a conditional sale and purchase agreement to acquire a
portfolio of wind turbines (the "Wind Portfolio"). At the same time
the Board announced, subject to Shareholder approval and the
publication of a prospectus, details of an initial fund raising and
subsequent placing programme to enable the Company to complete the
acquisition of the Wind Portfolio, reduce the amount drawn down
under the Company's Revolving Credit Facility and make further
acquisitions in accordance with the Company's investment objective
and investment policy.
The Board is seeking Shareholders' consent for the
disapplication of pre-emption rights in connection with the
proposed issue in aggregate of up to 500 million New Ordinary
Shares by way of an Initial Placing, Open Offer and Offer for
Subscription and a subsequent Placing Programme (the "Proposal").
However, the Board is aware that the Company has not undertaken a
pre-emptive offer of shares to existing Shareholders since its IPO
in 2013 and accordingly the Board has reserved a substantial part
of the Initial Issue for Shareholders under the Open Offer whereby
Qualifying Shareholders are entitled to subscribe for one New
Ordinary Share for every 5 Ordinary Shares held on the Record Date
(being 25 June 2021), as well as further New Ordinary Shares if
they wish to do so through the Excess Application Facility.
Ordinary Shareholders are being asked to vote on the Proposal to
enable the Company to comply with its various legal and regulatory
obligations. The disapplication of pre-emption rights in respect of
the New Ordinary Shares is required to be approved by Shareholders
pursuant to the Company's Articles.
Background to and reasons for the Proposal
The Company has entered into a conditional sale and purchase
agreement to acquire a portfolio of 109 small scale onshore wind
turbines located in the UK for an aggregate consideration of
approximately GBP60 million (including working capital) (the
"Initial Consideration") from Arena Capital Partners Limited, a
large-scale owner-operator of small to medium scale wind turbines
(the "Wind Portfolio Acquisition"). The Wind Portfolio Acquisition
Agreement is conditional upon the Company obtaining the necessary
financing to complete the Wind Portfolio Acquisition.
The Wind Portfolio Acquisition, which is unlevered, is expected
to be accretive to the Company's target dividend. In addition, the
acquisition has been structured to provide the Company with the
opportunity to re-power 17 of the wind turbines comprised within
the Wind Portfolio. Each of these wind turbines is located in
Northern Ireland and the ability of the Company to re-power such
turbines is conditional upon each turbine respectively receiving
the necessary planning, regulatory and construction consents, which
have already been received in respect of five of the wind turbines.
In the event that all 17 turbines were to be re-powered, the
generation of the Wind Portfolio is expected to increase by
approximately 40 per cent. and would result in a very positive
increase to the level of renewable energy the Wind Portfolio
currently delivers. By completing the re-powering of all 17
turbines, there is the potential for the Company to further invest
approximately GBP35 million (the "Additional Consideration") in the
Wind Portfolio. As such, the total potential investment in the Wind
Portfolio could increase to approximately GBP95 million. Further
details of the Wind Portfolio Acquisition are set out in Part IV of
the Prospectus.
Portfolio acquisitions since 2016 have been funded from the
Company's Revolving Credit Facility (further details of which are
contained in Part IV of the Prospectus). The Revolving Credit
Facility has enabled the Company to access shorter-term capital to
execute on its acquisition pipeline. Drawdowns on the Revolving
Credit Facility have then been typically followed by the issue of
fresh equity to repay the drawings (most recently through a
non-pre-emptive tap issue of 36.5 million new Ordinary Shares in
November 2020 which raised gross proceeds of approximately GBP45
million).
Whilst the Revolving Credit Facility was recently extended to 30
September 2022 it currently stands drawn at GBP90 million (out of
the current limit of GBP100 million) following the acquisition of
the Bradenstoke solar park in January 2021 and therefore there is
insufficient headroom to fund the Initial Consideration or the
Additional Consideration or any further acquisition opportunities
in the Company's investment pipeline.
In addition to acquiring the Wind Portfolio, the Investment
Adviser continues to assess a significant pipeline of opportunities
for the Company.
As the Company does not currently have sufficient capacity under
its remaining disapplication of pre-emption rights authority to
issue shares in a sufficient amount to fund the Initial
Consideration or the Additional Consideration or reduce the amount
drawn down under the Revolving Credit Facility, the Board has
concluded that it is now appropriate to issue New Ordinary Shares
pursuant to the Initial Issue and also to put in place a placing
programme under which it will be able to issue further New Ordinary
Shares in a series of Subsequent Placings following the Initial
Issue.
The Company stands to benefit from the flexibility to issue
capital quickly and efficiently under the Placing Programme and, in
the Investment Adviser's opinion, the Placing Programme will be
particularly helpful in strengthening the Company's competitive
position, as to flexibility and timing, when the Company seeks to
buy larger scale single assets or portfolios that become available
in the market from time to time.
Accordingly, the Board has decided to seek Shareholder approval
to issue up to 500 million New Ordinary Shares pursuant to the
Initial Issue and the Placing Programme at the Extraordinary
General Meeting of the Company to be held on 15 July 2021.
The Initial Placing, Open Offer and Offer for Subscription
Under the Initial Placing, Open Offer and Offer for
Subscription, subject to compliance with the Companies Law and the
Articles, the Company is seeking to issue up to 84.7 million New
Ordinary Shares at the Issue Price of 118 pence to raise gross
proceeds of up to approximately GBP100 million.
The Initial Issue Price represents a premium of approximately
8.1 per cent. to the last published Net Asset Value per Share as at
31 March 2021 (adjusted to reflect the payment of the second
interim dividend of 2.0 pence per Ordinary Share which was paid to
Shareholders on the register as at 14 May 2021 and the expected
third interim dividend of 2.0 pence per Ordinary Share as set out
below) and a discount of approximately 3.3 per cent. to the closing
share price on 25 June 2021.
The New Ordinary Shares issued pursuant to the Initial Issue
will not rank for the third quarterly interim dividend of 2 pence
per Ordinary Share which is expected to be declared shortly and
which will be payable to Shareholders on the register prior to the
issue of any New Ordinary Shares pursuant to the Initial Issue.
However, the New Ordinary Shares issued pursuant to the Initial
Issue will rank for all dividends on New Ordinary Shares declared
thereafter.
In the first instance, approximately 81.4 million New Ordinary
Shares are being reserved for existing Shareholders under the Open
Offer under which those Shareholders will be entitled to subscribe
for one New Ordinary Share for every 5 Ordinary Shares held on the
Record Date and the balance of the New Ordinary Shares available
under the Initial Issue will be allocated to the Initial Placing,
the Offer for Subscription and/or the Excess Application Facility
at the absolute discretion of the Company, in consultation with
Numis.
The Directors have reserved the right, in consultation with
Numis and the Investment Adviser, to increase the size of the
Initial Issue in the event that overall demand for the New Ordinary
Shares exceeds the target size. The maximum amount raised under the
Initial Issue will not exceed GBP150 million.
Assuming the Initial Issue is fully subscribed and the Directors
exercise their discretion to increase the number of New Ordinary
Shares available under the Initial Issue, the New Ordinary Shares
issued under the Initial Issue would represent 31.2 per cent. of
the issued share capital of the Company as at the date of the
Prospectus. The Initial Issue is not being underwritten.
The Initial Issue is conditional, inter alia, on:
(i) the Resolution being passed at the EGM;
(ii) the Sponsor and Placing Agreement becoming wholly
unconditional (save as to Initial Admission) and not having been
terminated in accordance with its terms prior to Initial Admission;
and
(iii) Initial Admission occurring by 8.00 a.m. on 23 July 2021
(or such later date as the Company, the Investment Adviser and
Numis may agree in writing, being not later than 8.00 a.m. on 31
July 2021).
Application will be made to the Financial Conduct Authority for
admission of the New Ordinary Shares to be issued pursuant to the
Initial Issue to the premium listing segment of the Official List.
Application will also be made for such New Ordinary Shares to be
admitted to trading on the London Stock Exchange's Main Market. It
is expected that Initial Admission will become effective and that
unconditional dealings in the New Ordinary Shares issued pursuant
to the Initial Issue will commence on the London Stock Exchange at
8.00 a.m. (London time) on 23 July 2021.
The New Ordinary Shares issued pursuant to the Initial Issue
will be issued in registered form and may be held in uncertificated
form. The New Ordinary Shares allocated will be issued to Placees
through the CREST system unless otherwise stated. The New Ordinary
Shares will be eligible for settlement through CREST with effect
from Initial Admission. Temporary documents of title will not be
issued and dealings in advance of the crediting of the relevant
stock account shall be at the risk of the person concerned.
Further details of the Initial Issue and as to how Shareholders
can apply for New Ordinary Shares are set out in Part VII and
Appendices 1, 2 and 3 of the Prospectus.
Placing Programme
The Company is also proposing the Placing Programme to enable
the Company to raise additional capital in the period from Initial
Admission to 28 June 2022 as and when it identifies acquisition
opportunities that satisfy the Company's investment objective and
investment policy, after having repaid debt drawn under the
Revolving Credit Facility from time to time. The combination of the
Revolving Credit Facility and the Placing Programme should enable
the Company to make opportunistic acquisitions whilst mitigating
the risk of cash drag on existing Shareholders' funds.
Conditional on the Resolution being passed at the EGM, the
Directors will be authorised to issue up to 500 million New
Ordinary Shares pursuant to the Placing Programme (less any New
Ordinary Shares issued pursuant to the Initial Issue) without
having to first offer those shares to existing Shareholders.
It is proposed that New Ordinary Shares issued pursuant to any
Subsequent Placing under the Placing Programme will be allocated as
nearly as reasonably possible, so that demand from existing
Shareholders who are eligible to participate in such Subsequent
Placing is given priority over other investors, and, where
applicable, with a view to ensuring that existing Shareholders are
allocated such percentage of New Ordinary Shares as is as close as
possible to their existing percentage holding of Ordinary Shares.
However, for the avoidance of doubt, any Subsequent Placing will
not be conducted on a formal statutory pre-emptive basis and
accordingly there can be no guarantee that existing Shareholders
wishing to participate in such an issue will receive all or some of
the New Ordinary Shares for which they have demand and the issue of
New Ordinary Shares will be dilutive to the percentage holding of
those Shareholders to the extent that they do not participate in
the relevant issue in proportion to their existing holding.
The maximum number of New Ordinary Shares available under the
Initial Issue and the Placing Programme should not be taken as an
indication of the number of New Ordinary Shares finally to be
issued, which will depend on the timing and size of future
acquisitions made by the Company. However, assuming both the
Initial Issue and the Placing Programme are fully subscribed, the
New Ordinary Shares issued under the Initial Issue and the Placing
Programme would represent 122.9 per cent. of the issued share
capital of the Company as at the date of the Prospectus. Whilst
122.9 per cent. is higher than the disapplication of pre-emption
rights authority ordinarily recommended by corporate governance
best practice, the Directors believe that taking a larger than
normal authority is justified in the present circumstances to
provide the Company with the flexibility to issue New Ordinary
Shares on an ongoing basis in order to repay sums drawn down from
time to time under the Revolving Credit Facility, to fund future
acquisitions in accordance with the Company's investment policy and
to avoid the costs associated with having to obtain repeated
smaller authorities.
Numis and the Company shall agree the terms of each Subsequent
Placing under the Placing Programme, including the size and
frequency of such Placing.
The Placing Programme will be suspended at any time when the
Company is unable to issue New Ordinary Shares pursuant to the
Placing Programme under any statutory provision or other regulation
applicable to the Company or otherwise at the Directors'
discretion. The Placing Programme may resume when such
circumstances cease to exist, subject to the final closing date of
the Placing Programme being no later than 28 June 2022.
Each Subsequent Placing under the Placing Programme is
conditional, inter alia , on:
(i) the Resolution being passed at the EGM;
(ii) the Sponsor and Placing Agreement becoming otherwise
unconditional in respect of that Subsequent Placing, and not being
terminated in accordance with its terms before the relevant
Admission becomes effective;
(iii) if a supplementary prospectus is required to be published
in accordance with Article 23 of the UK Prospectus Regulation, such
supplementary prospectus being approved by the FCA and published by
the Company in accordance with the Prospectus Regulation Rules;
and
(iv) Admission of the relevant New Ordinary Shares issued
pursuant to such Subsequent Placing at such time and on such date
as the Company, the Investment Adviser and Numis may agree prior to
the closing of that Subsequent Placing, not being later than 28
June 2022.
If these conditions are not satisfied in respect of any
Subsequent Placing under the Placing Programme, the relevant issue
of the New Ordinary Shares will not proceed.
All New Ordinary Shares issued pursuant to the Placing Programme
will be issued at a premium to the Net Asset Value per Ordinary
Share at least sufficient to cover the costs and expenses of the
relevant Subsequent Placing. The applicable Placing Programme Price
of any New Ordinary Shares to be issued pursuant to a Subsequent
Placing will be announced through an RIS as soon as is practicable
following the allotment of such New Ordinary Shares.
As described above, New Ordinary Shares will only be issued
under the Placing Programme on a non-pre-emptive basis at a premium
to the prevailing NAV at the time of issue in order to take account
of the costs of such issue and will therefore be non-dilutive to
the prevailing NAV for existing Shareholders. The Directors intend
to use this authority when they consider that it is in the best
interests of Shareholders to do so and when the Investment Adviser
has advised that it would be appropriate to repay sums drawn down
under the Revolving Credit Facility and/or has identified suitable
assets for acquisition.
The net proceeds of the Placing Programme are dependent on the
number of New Ordinary Shares issued pursuant to the Placing
Programme and the applicable Placing Programme Price.
Assuming: (i) New Ordinary Shares are issued pursuant to the
Placing Programme at a Placing Programme Price of 118 pence per New
Ordinary Share; and (ii) the Company issues 372.9 million New
Ordinary Shares under the Placing Programme, the Company would
raise GBP440.0 million of gross proceeds from the Placing
Programme. After deducting expenses (including any commission) of
approximately GBP6.3 million, the net proceeds of the Placing
Programme would be approximately GBP433.7 million.
Applications will be made to the Financial Conduct Authority and
the London Stock Exchange respectively for all the New Ordinary
Shares to be issued pursuant to the Placing Programme to be
admitted to the premium listing segment of the Official List and to
trading on the London Stock Exchange's Main Market. It is expected
that such Admissions will become effective, and that dealings in
the New Ordinary Shares will commence, during the period from
Initial Admission to 28 June 2022.
The Company's share capital as at the date of the Prospectus is
denominated in Sterling and consists of Ordinary Shares of no par
value. The New Ordinary Shares issued pursuant to the Placing
Programme will rank pari passu with the Ordinary Shares then in
issue (save that New Ordinary Shares will not rank for any
dividends or other distributions declared, made or paid on the
Ordinary Shares by reference to a record date prior to the issue of
such New Ordinary Shares).
The New Ordinary Shares issued pursuant to the Placing Programme
will be issued in registered form and may be held in uncertificated
form. The New Ordinary Shares allocated will be issued to Placees
through the CREST system unless otherwise stated. The New Ordinary
Shares will be eligible for settlement through CREST with effect
from the date of the relevant Admission. Temporary documents of
title will not be issued and dealings in advance of the crediting
of the relevant stock account shall be at the risk of the person
concerned.
Further details of the Placing Programme and the terms and
conditions which will apply in relation to any Subsequent Placing
under the Placing Programme are set out in Part VIII and Appendix 1
of the Prospectus.
Use of proceeds
The Board intends to use the net proceeds of the Initial Issue
and any Subsequent Placings under the Placing Programme, to
complete the acquisition of the Wind Portfolio, reduce the amounts
drawn down under the Company's Revolving Credit Facility and make
further acquisitions in accordance with the Company's investment
objective and investment policy.
As at the date of the Prospectus, the amount drawn down under
the Revolving Credit Facility was approximately GBP90 million.
Benefits of the Proposal
The Directors believe that the Initial Issue and the subsequent
Placing Programme will have the following benefits:
-- the market capitalisation of the Company will increase, and
it is expected that secondary market liquidity of the Ordinary
Shares will improve;
-- the Initial Issue and any Subsequent Placings under the
Placing Programme will provide the potential for greater
diversification of the Company's assets;
-- the Initial Issue and Placing Programme, in combination with
the Revolving Credit Facility, should enable the Company to
complete the acquisition of the Wind Portfolio as well as acquire a
select number of opportunities from the pipeline of deals it is
negotiating;
-- following the Initial Issue, the Placing Programme will
provide greater flexibility for the Company to continue to benefit
from the market for primary acquisitions and the growing market of
potential secondary acquisitions from its existing and new
contractor relationships; and
-- the Company's fixed running costs will be spread across a
wider investor base therefore lowering the ongoing charges
ratio.
Extraordinary General Meeting
The Proposal is conditional on the approval of Shareholders of
the Resolution to be put to the Extraordinary General Meeting,
which has been convened for 9.00 a.m. on 15 July 2021. The Notice
convening the Extraordinary General Meeting is set out on pages 209
to 210 of the Prospectus.
If approved by Shareholders, the Resolution will disapply the
pre-emption rights contained in the Articles for the issue of up to
500 million New Ordinary Shares available for issue under the
Initial Issue and the Placing Programme.
The Resolution will be proposed as a special resolution
requiring the approval of 75 per cent. or more of the votes
recorded.
If the Resolution is not passed, the Initial Issue and the
Placing Programme will not be implemented.
Due to the ongoing COVID-19 pandemic, whilst restrictions in the
Bailiwick of Guernsey have been eased, any person arriving into the
Bailiwick of Guernsey is presently required to register their
journey on a travel tracker and is required to self-isolate upon
arrival.
In light of the restrictions currently in place, whilst Guernsey
based shareholders are permitted to physically attend the
Extraordinary General Meeting, all Shareholders are strongly
encouraged to appoint the "Chairman of the Meeting" as their proxy
and provide voting instructions in advance of the Extraordinary
General Meeting, in accordance with the instructions explained in
the Notice and on the accompanying Form of Proxy.
If the Board believes it has become appropriate to make
alternative arrangements for the holding of the Extraordinary
General Meeting due to Covid-19, it will ensure that Shareholders
are given as much notice as possible. Any further information will
be made available by an announcement through a Regulatory
Information Service and through the Company's website:
www.bluefieldsif.com.
Recommendation
The Board considers that the Proposal and the Resolution are in
the best interests of the Company and Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders
vote in favour of the Resolution, as all of the Directors intend to
do in respect of their own beneficial holdings of Ordinary Shares
which amount in aggregate to 1,305,211 Ordinary Shares
(representing approximately 0.3 per cent, of the existing issued
ordinary share capital of the Company as at 25 June 2021).
Expected Timetable
Initial Issue 2021
Record Date for entitlement close of business on 25 June
under the Open Offer
Announcement of Initial Issue 28 June
and Placing Programme
Publication of the Prospectus 29 June
Posting of the Prospectus, Form 29 June
of Proxy and Open Offer Application
Forms
Initial Placing, Open Offer 29 June
and Offer for Subscription opens
Ex-entitlement date for the 8.00 a.m. on 30 June
Open Offer
Open Offer Entitlements and 1 July
Excess CREST Open Offer Entitlements
credited to stock accounts of
Qualifying CREST Shareholders
in CREST
Recommended latest time for 4.30 p.m. on 9 July
requesting withdrawal of Open
Offer Entitlements and Excess
CREST Open Offer Entitlements
from CREST
Latest time for depositing Open 3.00 p.m. on 12 July
Offer Entitlements and Excess
CREST Open Offer Entitlements
into CREST
Latest time and date for splitting 3.00 p.m. on 13 July
of Open Offer Application Forms
(to satisfy bona fide market
claims only)
Latest time and date for receipt 9.00 a.m. on 13 July
of Forms of Proxy
Latest time and date for receipt 11.00 a.m. on 15 July
of completed Application Forms
and payment in full under the
Offer for Subscription
Latest time and date for receipt 11.00 a.m. on 15 July
of completed Application Forms
and payment in full under the
Open Offer (including the Excess
Application Facility) or settlement
of relevant CREST instruction
Extraordinary General Meeting 9.00 a.m. on 15 July
Latest time and date for receipt 3.00 p.m. on 20 July
of commitments under the Initial
Placing
Results of the Initial Placing, 21 July
Open Offer and Offer for Subscription
announced
Initial Admission and commencement 8.00 a.m. on 23 July
of dealings in New Ordinary
Shares issued pursuant to the
Initial Placing, Open Offer
and Offer for Subscription
CREST members' accounts credited as soon as practicable on 23
in respect of New Ordinary Shares July
issued in uncertificated form
pursuant to the Initial Placing,
Open Offer and the Offer for
Subscription
Placing Programme opens 23 July
Despatch of definitive share week commencing 26 July
certificates for New Ordinary
Shares in certificated form
issued pursuant to the Initial
Placing, Open Offer and the
Offer for Subscription
Admission and crediting of CREST 8.00 a.m. on the Business Day
accounts in respect of Subsequent on which the relevant New Ordinary
Placings Shares are allotted
Placing Programme closes by 28 June 2022
Notes:
All references are to London time unless otherwise
indicated.
The times and dates set out in the expected timetable and
mentioned throughout the Prospectus may, in certain circumstances,
be adjusted by the Company (with the prior approval of Numis). In
the event that such dates and/or times are changed, the Company
will notify investors who have applied for New Ordinary Shares of
changes to the timetable either by post, by electronic mail or by
the publication of a notice through a Regulatory Information
Service provider to the London Stock Exchange.
A copy of the Prospectus has been submitted to the National
Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The
Prospectus will also shortly be available on the Company's website
at www.bluefieldsif.com where further information on the Company
can also be found.
Capitalised terms used but not defined in this announcement will
have the same meaning as set out in the Prospectus dated 29 June
2021.
For further information:
Bluefield Partners LLP (Investment Adviser) Tel: +44 (0) 20 7078 0020
James Armstrong / Neil Wood / Giovanni Terranova www.bluefieldllp.com
Numis Securities Limited (Broker) Tel: +44 (0) 20 7260 1000
Tod Davis / David Benda www.numis.com
Ocorian (Company Secretary & Administrator) Tel: +44 (0) 1481 742 742
Kevin Smith www.ocorian.com
Media enquiries:
Buchanan (PR Adviser) Tel: +44 (0) 20 7466 5000
Henry Harrison-Topham / Henry Wilson / Vicky Hayns www.buchanan.uk.com
BSIF@buchanan.uk.com
About Bluefield Solar
Bluefield Solar is a UK income fund focused on acquiring and
managing UK-based renewable energy and storage projects to generate
stable, long term dividends for its shareholders whilst furthering
the decarbonisation of the energy system. Not less than 75% of the
Company's gross assets will be invested into UK solar assets. The
Company can also invest up to 25% of its gross assets into wind,
hydro and storage technologies. The majority of the Company's
group's revenue streams are regulated and non-correlated to the UK
energy market. Bluefield Solar owns and operates one of the UK's
largest, diversified portfolios of solar assets with a combined
installed power capacity in excess of 613 MWp.
Further information can be viewed at www.bluefieldsif.com
LEI Code 2138004ATNLYEQKY4B30
About Bluefield Partners LLP
Bluefield Partners LLP was established in 2009 and is an
investment adviser to companies and funds investing in renewable
energy infrastructure. It has a proven record in the selection,
acquisition and supervision of large-scale energy assets in the UK
and Europe. The team has been involved in over GBP4 billion
renewable funds and/or transactions in both the UK and Europe,
including over GBP1 billion in the UK since December 2011.
Bluefield Partners LLP has led the acquisitions of, and
currently advises on, over 100 UK based solar PV assets that are
agriculturally, commercially or industrially situated. Based in its
London office, it is supported by a dedicated and experienced team
of investment, legal and portfolio executives. Bluefield Partners
LLP was appointed Investment Adviser to Bluefield Solar in June
2013.
Important Notice
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the Prospectus published by the Company and not in
reliance on this announcement. Copies of the Prospectus may,
subject to certain access restrictions, be obtained from the
registered office of the Company and at the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Company's website, www.bluefieldsif.com. 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. Potential
investors are recommended to read the Prospectus before making an
investment decision in order to fully understand the potential
risks and rewards associated with a decision to invest in the
Company's securities.
The contents of this announcement, which has been prepared by
and is the sole responsibility of the Company, have been approved
by Numis Securities Limited ("Numis") solely for the purposes of
section 21(2)(b) of the Financial Services and Markets Act 2000, as
amended.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for the
Company in connection with the arrangements described in this
announcement (the "Proposals") 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 Proposals and the other
arrangements referred to in the Prospectus 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 Proposals, the contents of this
document or any other matter referred to in this document. Nothing
in this paragraph shall serve to exclude or limit any
responsibilities which Numis 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 shares to be offered by the
Prospectus (the " New 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 Shares will be made (i) outside the
United States in reliance on the exemption from the registration
requirements of the U.S. Securities Act provided by Regulation S
and (ii) to persons located inside the United States or to U.S.
Persons (as defined in Regulation S under the U.S. Securities Act)
that are "qualified institutional buyers" (as the term is defined
in Rule 144A under the U.S. Securities Act) that are also
"qualified purchasers" within the meaning of section 2(A)(51) of
the U.S. Investment Company Act (as defined below) in reliance on
an exemption from registration provided by section 4(A)(2) under
the U.S. Securities Act and that have signed a US investor letter
in a form satisfactory to the Company and Numis.
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 Shares in
any jurisdiction including, without limitation, the United States,
Australia, Canada, Japan or 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 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, Luxembourg and the Netherlands. No marketing
of New Shares in any member state of the EEA other than the United
Kingdom, the Republic of Ireland, Luxembourg 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
Shares in certain jurisdictions may be restricted by law and/or
regulation. No action has been taken by the Company, Numis 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 Shares or
possession or distribution of this announcement or any other
publicity material relating to the New Shares in any jurisdiction
where action for that purpose is required (other than the United
Kingdom, the Republic of Ireland, Luxembourg 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.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of the
Company, Bluefield Partners LLP (the " Investment Adviser "), Numis
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 Numis and the
Investment Adviser by the Financial Services and Markets Act 2000,
as amended, or the regulatory regime established thereunder, the
Company, the Investment Adviser and Numis 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 Adviser and Numis
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: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (" Directive 2014/65/EU " ); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing Directive 2014/65/EU; (c) local implementing
measures; and/or (d) (where applicable to UK investors or UK firms)
the relevant provisions of the UK MiFID Laws (including the FCA's
Product Intervention and Governance Sourcebook (" PROD " ))
(together the " MiFID II Product Governance Requirements " ), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the New Shares have been subject to a product
approval process, which has determined that such New Shares 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 PROD; and (ii) eligible
for distribution through all distribution channels as are permitted
by PROD for each type of investors (the " Target Market Assessment
" ).
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Shares may decline and
investors could lose all or part of their investment; the New
Shares offer no guaranteed income and no capital protection; and an
investment in the New 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 Proposals.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Numis will only procure investors through the Initial
Placing or any Subsequent Placing 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 UK MiFID Laws and/or EU MiFID II; 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 Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New 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 www.bluefieldsif.com. 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".
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
PDIFZGZVGLKGMZM
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June 29, 2021 06:38 ET (10:38 GMT)
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