TIDMBSIF
RNS Number : 4788N
Bluefield Solar Income Fund Limited
01 June 2022
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.
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.
1 June 2022
Bluefield Solar Income Fund Limited
("Bluefield Solar" or the "Company")
Result of the Placing and Offer for Subscription
-- GBP150 million raised through the issue of 115,384,615 New Ordinary Shares
-- Strong demand from both new and existing investors
-- Proceeds will be used to pay down the Company's Revolving
Credit Facility following the recent purchase of Bluefield Solar's
largest portfolio acquisition to date
-- Following completion, the Company's issued share capital will
comprise 611,452,217 Ordinary Shares
Further to the announcements dated 11 May 2022 and 24 May 2022
the Board of Bluefield Solar Income Fund Limited is pleased to
announce the successful issue of New Ordinary Shares.
The Company received significant support from both new and
existing investors, with commitments for 115,384,615 New Ordinary
Shares being received under the Placing and Offer for Subscription
(the "Issue"), raising gross proceeds of approximately GBP150
million. The New Ordinary Shares represent approximately 23% of the
issued Ordinary Share capital of the Company prior to the Issue.
The Offer for Subscription saw strong demand, which exceeded the
cap prescribed by law for the purposes of the prospectus exemption
as set out in the announcement dated 11 May 2022 (being the
Sterling equivalent of EUR8 million) and therefore it has been
necessary to scale back applications for the Offer for
Subscription.
The proceeds raised will be used to pay down the Company's
Revolving Credit Facility, which as at 10 May 2022 was fully
drawn.
The New Ordinary Shares issued pursuant to the Issue will not
rank for the second interim dividend of 2.03 pence per Ordinary
Share which was declared on 4 May 2022 and which will be payable on
or around 13 June 2022 to shareholders on the register as at 13 May
2022. However, the New Ordinary Shares issued pursuant to the Issue
will rank for all dividends on Ordinary Shares declared
thereafter.
John Rennocks, Chairman of Bluefield Solar, commented:
"We are delighted with the strong demand seen for this Placing
and Offer for Subscription. In recognition of the positive outlook
for the investment strategy, we are pleased that the Company's
issue resulted in strong demand both from existing and new
institutional investors as well as the robust retail investor
demand. I would like to thank existing investors for their support
and welcome new investors to the Company.
"Given the increasing focus on meeting national targets for
renewable infrastructure generation and having recently completed
the Company's largest portfolio acquisition to date, I believe the
current outlook presents the most compelling environment for the
Company's strategy since inception and we look forward to updating
shareholders further on a new pipeline of potential acquisition
opportunities."
Applications for listing and admission to trading
Applications will be made for the 115,384,615 New Ordinary
Shares to be admitted to the premium segment of the Official List
and to trading on the Main Market of the London Stock Exchange
("Admission"). Admission is expected to become effective, and
dealings in the New Ordinary Shares are expected to commence, at
8.00 a.m. on 7 June 2022.
A total of 115,384,615 New Ordinary Shares will be issued at a
price of 130 pence per Ordinary Share, of which 110,117,715
Ordinary Shares will be issued under the Placing and 5,266,900
Ordinary Shares will be issued pursuant to the Offer for
Subscription.
Following completion of the Issue, the Company's issued share
capital will comprise 611,452,217 Ordinary Shares. This figure may
be used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the Prospectus dated 29 June
2021.
For further information:
Bluefield Partners LLP (Investment Adviser) Tel: +44 (0) 20 7078
James Armstrong / Neil Wood / Giovanni 0020
Terranova www.bluefieldllp.com
Numis Securities Limited (Broker) Tel: +44 (0) 20 7260
Tod Davis / David Benda / Vicki Paine 1000
www.numis.com
Ocorian (Company Secretary & Administrator) Tel: +44 (0) 1481
Patrick Ogier 742 742
www.ocorian.com
Media enquiries:
Buchanan (PR Adviser) Tel: +44 (0) 20 7466
Henry Harrison-Topham / Henry Wilson 5000
www.buchanan.uk.com
BSIF@buchanan.uk.com
About Bluefield Solar
Bluefield Solar is a London listed income fund focused on
acquiring and managing renewable energy and storage projects
predominantly in the UK, to provide 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 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 766
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
Numis Securities Limited ("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 Issue
and will not regard any other person 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. 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). 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
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.
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, 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 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, 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.
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 Ordinary Shares have been subject to
a product approval process, which has determined that such New
Ordinary 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 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; and 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.
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 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.
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END
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