Result of Equity Issue

RNS Number : 8975F

Bluefield Solar Income Fund Limited

21 July 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.

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.

This announcement has been determined to contain inside information for the purposes of the UK version of the market abuse regulation (EU) No.596/2014.

21 July 2021

Bluefield Solar Income Fund Limited

Result of the Initial Placing, Open Offer and Offer for Subscription (the "Initial Issue")

"Oversubscribed fundraise of £105.1 million with strong demand from new and existing investors"

Further to the announcement dated 29 June 2021 the Board of Bluefield Solar Income Fund Limited ("Bluefield Solar" or the "Company") is pleased to announce the successful issue of New Ordinary Shares.

Commitments for 89,067,980 New Ordinary Shares were received under the Initial Issue. As this exceeds the target size for the Initial Issue (as set out in the Prospectus) the Directors have exercised their discretion and have increased the size of the Initial Issue so that all commitments will be satisfied in full.

Accordingly, a total of 89,067,980 million New Ordinary Shares will be issued, subject to Admission (as defined below) and on the other terms and conditions set out in the Prospectus dated 29 June 2021, at a price of 118p per New Ordinary Share, raising gross proceeds of approximately £105.1 million. The New Ordinary Shares represent approximately 21.9% of the issued Ordinary Share capital of the Company prior to the Initial Issue.

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 was declared on 7 July 2021 and which will be payable on 4 August 2021 to shareholders on the register as at 16 July 2021.  However, the New Ordinary Shares issued pursuant to the Initial Issue will rank for all dividends on Ordinary Shares declared thereafter.

Application has been made for the New Ordinary Shares to be admitted to the premium segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission").  It is expected that Admission will take place at 8.00am on 23 July 2021.

Following Admission, the number of Ordinary Shares that the Company has in issue will be 496,067,602.  The total number of voting rights of the Company will be 496,067,602 and 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 Company, under the Disclosure Guidance and Transparency Rules.

John Rennocks, Chairman of Bluefield Solar, commented: "I am pleased to announce the highly successful results of this Initial Issue.  On behalf of the Board, I would like to take the opportunity to thank our shareholders for their support and to welcome new shareholders to the Company.  The proceeds raised will enable us to further diversify and grow the Company's extremely high quality portfolio of renewable infrastructure assets.  This includes the previously announced and attractive maiden UK wind portfolio acquisition featuring over 90% regulated revenues to the accretive benefit of our shareholders seeking a robust level of Sterling based income with high ESG impact.  We look forward to updating shareholders further on the wind portfolio acquisition and other near term opportunities in due course."

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Prospectus dated 29 June 2021.

- Ends -

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) Patrick Ogier	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]

Notes to Editors

About Bluefield Solar Income Fund Limited

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.

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 Initial Issue, the Placing Programme and the other arrangements described in this announcement and will not regard any other person as its client in relation to the Initial Issue, the Placing Programme and the other arrangements described in this announcement 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 Initial Issue, the Placing Programme and the other arrangements described in this announcement. 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 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.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Ordinary Shares in any jurisdiction including, without limitation, the United States, Australia, Canada, Japan or South Africa or any member state of the European Economic Area (the "EEA") (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.

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 an offer of the New Ordinary Shares or possession or distribution of this announcement or any other publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required (other than the United Kingdom, the Republic of Ireland, 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 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 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 Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

PRIIPs Regulation

In accordance with the UK version of the EU PRIIPs Regulation (1286/2014) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK PRIIPs Laws"), a key information document in respect of an investment in the Ordinary Shares of the Company has been prepared by the Company and is available to investors at 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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