NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, IN ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
Bluefield Solar Income Fund Limited (the "Company")
3 November 2014
Proposed placing programme issue open
Following the Company's announcement on 14 October 2014 of its intention to issue up to 150 million new Ordinary Shares ("New Shares") by way of a placing under the Placing Programme which was established on 3 October 2014 ("the Issue"), the Board is pleased to open the placing.
Placing
The issue price per New Share will be 102.50 pence which represents a premium of 1.6% to the unaudited 31 October 2014 net asset value ("NAV") of 104.17 pence per Ordinary Share reduced by the dividend of 3.25 pence per Ordinary Share which has been declared today and to which the New Shares subject of the Issue will not be entitled. Such premium is expected to be at least sufficient to cover the costs of the Issue. The Issue is expected to close at 12.00 noon (London time) on 13 November 2014, but may close earlier or later at the absolute discretion of the Company and Numis.
Participation in the Issue will be available only to Qualified Investors (as defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended)), through Numis Securities Limited ("Numis"), and application will be made for the admission of the New Shares to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities.
Qualified Investors are invited to apply for New Shares by contacting Numis on the contact details below. The decision to allot New Shares to any Qualified Investor and the actual size of the Issue shall be at the absolute discretion of the Company and Numis.
The Board believes the Issue is in shareholders' interests and intends to use the net proceeds of the Issue, firstly, to repay amounts outstanding under the Acquisition Facility and, secondly, to finance further acquisitions.
Investment pipeline
The Group is contractually committed to the acquisition of three assets, Hoback, Redlands and Capelands totalling 32 MegaWatts Peak ("MWp") of capacity within its portfolio which it has funded to date using the Acquisition Facility. In addition to, and including, the announcement on 14 October 2014, the Company has exclusive arrangements to acquire five assets with a combined energy capacity of 105 MWp:
Total portfolio to be acquired
Assets previously acquired using the Facility |
Name |
Capacity (MWp) |
Location |
Contractor/Sponsor |
Redlands |
9 |
Somerset |
Juwi |
Capelands |
6 |
Devon |
Juwi |
Hoback |
17 |
Hertfordshire |
Solarcentury |
|
|
|
|
New acquisitions |
|
|
|
West Raynham |
50 |
Norfolk |
Trina |
Elms |
30 |
Oxfordshire |
Wircon |
Roves |
13 |
Wiltshire |
Wircon |
Hardingham (extension) |
5 |
Norfolk |
Solarcentury |
Ashlawn |
7 |
Somerset |
Parabel, AG |
|
|
|
|
TOTAL |
137 |
|
|
Collectively, if all of these assets were to be acquired the aggregate consideration would be £150 million including fees and working capital. All of the assets are expected to qualify under the 1.4 Renewable Obligation ("RO") Scheme support banding and will have contracted revenues from first quarter 2015.
As such the Board is confident of deploying the net proceeds of the Issue.
Dividend declaration
In conjunction with the proposed placing the Board has considered the timing of the Company's dividend distributions with the objective of ensuring that any issue of New Shares will not be dilutive to the dividend attributable to existing ordinary shareholders. As such, the Board has decided to bring forward the declaration and payment dates of the first interim dividend in respect of the year to 30 June 2015 and today declares the first interim dividend of 3.25 pence per Ordinary Share. This dividend will be payable to Shareholders on the register as at 14 November 2014 with an associated ex-dividend date of 13 November 2014 and a payment date of 5 December 2014.
The New Shares issued pursuant to the Placing are expected to be issued on 18 November 2014 and will therefore not be entitled to this first interim dividend.
In addition, following consultation with Shareholders, the Board proposes to adopt a quarterly dividend schedule under which future dividends will be distributed as four interim dividends, declared quarterly. The first quarterly dividend, in respect of the three months to 31 March 2015, is expected to be declared in April 2015.
As stated in the announcement by the Company on 14 October 2014, the Company confirms that it continues to target a dividend of 7 pence per Ordinary Share in respect of the Company's current financial year, with the intention of this rising annually with RPI thereafter.
The Company will make a further announcement of the results of the Issue in due course.
Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular to shareholders dated 9 September 2014 and the Prospectus dated 3 October 2014.
Enquiries:
James Armstrong / Mike Rand / Giovanni Terranova
Bluefield Partners LLP - Company Investment Adviser
Tel: +44 (0)20 7078 0020
Tod Davis / David Benda / Jamie Lillywhite
Numis Securities Limited - Company Broker
Tel: +44 (0)20 7260 1000
Kevin Smith
Heritage International Fund Managers Limited - Company Secretary & Administrator
Tel: +44 (0)1481716000
Disclaimer
This announcement which has been prepared by, and is the sole responsibility of, the Directors of Bluefield Solar Income Fund Limited has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by Bluefield Partners LLP, which is authorised and regulated by the Financial Conduct Authority.
This announcement is an advertisement and does not constitute a prospectus relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor.
Recipients of this announcement who are considering subscribing for New Shares are reminded that any such subscription must be made only on the basis of the information contained in the prospectus published by the Company on 3 October 2014 which may be different from the information contained in this announcement. Copies of the prospectus are available from the Company's registered office.
Numis Securities Limited is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Numis Securities Limited or advice to any other person in relation to the matters contained herein.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, New Zealand, South Africa, or any Member State of the EEA (other than the United Kingdom). The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for securities to any person in the United States, Australia, Canada, Japan, New Zealand, South Africa, in any Member State of the EEA (other than the United Kingdom), or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended. In addition, the securities referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under the securities laws of any state of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable State securities laws. The offer and sale of securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand, or South Africa. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan, New Zealand, or South Africa, or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, New Zealand, or South Africa. There will be no public offer of the securities in the United States, Australia, Canada, Japan, New Zealand, or South Africa.
This announcement may include "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position and strategy are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and accordingly the Company's actual future financial results and performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the prospectus published by the Company on 3 October 2014.
These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims 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, the Listing Rules or Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.
The target dividend referred to in this announcement is a target only and not a profit forecast. There can be no assurance that these targets can or will be met and it should not be seen as an indication of the Company's expected or actual results or returns. Accordingly, investors should not place any reliance on these targets in deciding whether to invest in the New Shares or assume that the Company will make any distributions at all.
Note to editors
About Bluefield Solar Income Fund Limited (BSIF)
BSIF is a Guernsey-registered investment company focusing on large scale agricultural and industrial solar assets. It raised gross proceeds of £130 million in July 2013 through an initial public offering of shares on the main market of the London Stock Exchange. It raised a further £13 million in February, 2014 in an oversubscribed placement. In June, 2014, it agreed a three-year revolving credit facility with Royal Bank of Scotland plc, for up to £50 million.
BSIF seeks to provide shareholders with an attractive return, principally in the form of semi-annual income distributions, by investing in a diversified portfolio of solar energy assets, each located within the UK, with a focus on utility scale assets and portfolios on greenfield, industrial and/or commercial sites.
About Bluefield Partners LLP (Bluefield)
Bluefield was established in 2009 as a specialist investor into solar energy. Bluefield's team has a proven track record in the selection, acquisition and supervision of large scale energy and infrastructure assets in the UK and Europe.
The London based team has been involved in over £500m solar energy transactions in both the UK and Europe since 2008, including over £235 million in the UK since December 2011. Bluefield has led the acquisitions on over 50 UK based solar assets.
Bluefield was appointed Investment Adviser to the Company in June 2013.
