Publication of a Prospectus

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 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 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 £60 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 £35 million (the "Additional Consideration") in the Wind Portfolio. As such, the total potential investment in the Wind Portfolio could increase to approximately £95 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 £45 million).

Whilst the Revolving Credit Facility was recently extended to 30 September 2022 it currently stands drawn at £90 million (out of the current limit of £100 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 £100 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 £150 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 £440.0 million of gross proceeds from the Placing Programme. After deducting expenses (including any commission) of approximately £6.3 million, the net proceeds of the Placing Programme would be approximately £433.7 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 £90 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 under the Open Offer	close of business on 25 June
Announcement of Initial Issue and Placing Programme	28 June
Publication of the Prospectus	29 June
Posting of the Prospectus, Form of Proxy and Open Offer Application Forms	29 June
Initial Placing, Open Offer and Offer for Subscription opens	29 June
Ex-entitlement date for the Open Offer	8.00 a.m. on 30 June
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST	1 July
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on 9 July
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST	3.00 p.m. on 12 July
Latest time and date for splitting of Open Offer Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 13 July
Latest time and date for receipt of Forms of Proxy	9.00 a.m. on 13 July
Latest time and date for receipt of completed Application Forms and payment in full under the Offer for Subscription	11.00 a.m. on 15 July
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer (including the Excess Application Facility) or settlement of relevant CREST instruction	11.00 a.m. on 15 July
Extraordinary General Meeting	9.00 a.m. on 15 July
Latest time and date for receipt of commitments under the Initial Placing	3.00 p.m. on 20 July
Results of the Initial Placing, Open Offer and Offer for Subscription announced	21 July
Initial Admission and commencement of dealings in New Ordinary Shares issued pursuant to the Initial Placing, Open Offer and Offer for Subscription	8.00 a.m. on 23 July
CREST members' accounts credited in respect of New Ordinary Shares issued in uncertificated form pursuant to the Initial Placing, Open Offer and the Offer for Subscription	as soon as practicable on 23 July
Placing Programme opens	23 July
Despatch of definitive share certificates for New Ordinary Shares in certificated form issued pursuant to the Initial Placing, Open Offer and the Offer for Subscription	week commencing 26 July
Admission and crediting of CREST accounts in respect of Subsequent Placings	8.00 a.m. on the Business Day on which the relevant New Ordinary 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) James Armstrong / Neil Wood / Giovanni Terranova	Tel: [phone] www.bluefieldllp.com
Numis Securities Limited (Broker) Tod Davis / David Benda	Tel: [phone] www.numis.com
Ocorian (Company Secretary & Administrator) Kevin Smith	Tel: [phone] www.ocorian.com
Media enquiries: Buchanan (PR Adviser) Henry Harrison-Topham / Henry Wilson / Vicky Hayns	Tel: [phone] www.buchanan.uk.com [e-mail]

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 £4 billion renewable funds and/or transactions in both the UK and Europe, including over £1 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".

 

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