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
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.
Bluefield Solar Income Fund Limited
26 October 2015
Publication of prospectus in respect of issues of up to 250 million New Shares by way of an Initial Placing and Offer for Subscription and subsequent Placing Programme
The Board of Bluefield Solar Income Fund Limited (the "Company") is pleased to announce that, subject to Shareholder approval, it intends to put in place a new placing programme to enable the Company to repay sums drawn down from time to time under the Acquisition Facility and to make further acquisitions in accordance with the Company's investment objective and 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 250 million New Ordinary Shares and/or C Shares by way of an Initial Placing and Offer for Subscription and a subsequent Placing Programme (the Proposal).
Background to and reasons for the Issues
In July 2013 the Company raised gross proceeds of £130 million through an initial public offering. Over the subsequent months the Investment Adviser supported the deployment of those proceeds ahead of schedule and by February 2014 the initial proceeds were fully committed across eight distinct projects. A further £13 million was raised in February 2014 through the 2014 Tap Issue, enabling the Company to make its ninth investment. On 13 June 2014 the Company announced that it had entered into the Acquisition Facility Agreement for up to £50 million. Pursuant to a placing programme in November 2014, the Company raised an additional £131 million.
The Investment Adviser has secured exclusivity agreements on behalf of the Company, which comprise a portfolio with a total capacity of 258 MWp across 25 solar PV projects widely distributed across England, Scotland and Wales. Each project under exclusivity qualifies under the ROC scheme, though the green field projects, being sub-5MW, all have the opportunity to qualify alternatively under the FiT scheme. The projects have been, or will be, constructed by five contractors with whom the Investment Adviser is familiar. The total consideration required to complete the acquisition of all assets in the pipeline would be approximately £270 million, to be sourced from a combination of the proceeds of the Initial Issue and the Placing Programme and an extension of the Acquisition Facility (as described below). The Investment Adviser has provided the Board with a preliminary review of the overall portfolio pipeline under exclusivity, but the individual projects within the pipeline remain subject to full due diligence, final Board approval and execution of documentation.
In addition to the pipeline under exclusivity, the Investment Adviser is exploring a large number of both primary and secondary project opportunities upon which it intends to enter exclusivity agreements, subject to securing availability of sufficient funding. To realise the acquisition of the pipeline assets, the Company will utilise the Acquisition Facility as a short term financing, which it intends will be replaced by long term structural debt (subject to the approvals referred to below), as well as further equity, with a target long term leverage of 25-35 per cent. of GAV, and in all cases the combined short term and long term leverage will not exceed 50 per cent. of GAV.
The ability of the Company and/or Holdco to incur long term structural debt will require an amendment to the Company's existing investment policy as this currently envisages that the Group will only use short term debt at the holding company level. The Directors intend to seek FCA and Shareholder approval to amend the Company's existing investment policy to permit the use of long term structural debt at the holding company level prior to incurring any such long term structural debt. The Board expects to write to Shareholders early in 2016, after completion of the Initial Issue, explaining in more detail the proposed use and terms of any long term structural debt and the appropriate amendment to the Company's investment policy to permit its use. As the proposed change to the Company's investment policy to permit long term structural debt at the holding company level would constitute a significant new factor, the Company will publish a supplementary prospectus setting out details of the proposed change in accordance with its obligations under the Prospectus Rules. However, it is not intended that such a supplementary prospectus will be published prior to Initial Admission and accordingly investors who apply for New Ordinary Shares under the Offer will not be able to exercise any withdrawal rights in relation to the proposed change of investment policy.
The Acquisition Facility together with the proposed Placing Programme allows the Company to pursue the growth strategy of building out the asset base through a combination of debt and further equity fund raisings as set out in the IPO Prospectus.
Benefits of the Issues
The Directors believe that the Issues (comprising an Initial Placing and Offer and a 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 Issues will provide the potential for greater diversification of the Company's assets;
● the Issues, in combination with the Acquisition Facility, should enable the Company to acquire a select number of opportunities from the pipeline of deals it is negotiating;
● following the Initial Placing and Offer, 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.
The Initial Placing and Offer for Subscription
Under the Initial Placing and Offer, subject to compliance with the Companies Law and the Articles, the Company is targeting an issue of 50 million New Ordinary Shares to raise net proceeds of approximately £50 million. The Initial Issue Price is equal to the prevailing NAV per Ordinary Share on 23 October 2015 plus a premium of 2.0 per cent. to cover the costs of the Initial Placing and Offer and will therefore be non-dilutive to the prevailing NAV for existing Shareholders. The Initial Placing and Offer is not being underwritten.
Assuming the Initial Placing and Offer are fully subscribed, the New Ordinary Shares issued under the Initial Placing and Offer would represent approximately 90 per cent. of the issued share capital of the Company as at the date of the Prospectus.
The New Ordinary Shares issued pursuant to the Initial Placing and Offer will rank pari passu in all respects with the existing Ordinary Shares (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant New Ordinary Shares). The Company declared a first interim dividend of 3.25p per Ordinary Share on 26 October 2015 which will be payable to Shareholders on the Register as at 13 November 2015. The New Ordinary Shares issued pursuant to the Initial Issue will not be entitled to this dividend or the fourth interim dividend for the financial year ended 30 June 2015, which is payable on 30 October 2015.
The Initial Placing and Offer 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 4 December 2015 (or such later date as the Company and Numis may agree in writing, being not later than 8.00 a.m. on 31 December 2015).
Neither the Initial Placing and Offer nor any Placing under the Placing Programme will be conditional on Shareholders approving any future proposal to change the Company's investment policy to permit the use of long term structural debt at the holding company level.
Application will be made to the Financial Conduct Authority for admission of the New Ordinary Shares to be issued pursuant to the Initial Placing and Offer to the premium 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 for listed securities. It is expected that Initial Admission will become effective and that unconditional dealings in the New Ordinary Shares issued pursuant to the Initial Placing and Offer will commence on the London Stock Exchange at 8.00 a.m. (London time) on 4 December 2015.
The New Ordinary Shares 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.
The 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 25 October 2016 to pay down debt drawn under the Acquisition Facility from time to time and as and when it identifies acquisition opportunities that satisfy the Company's investment objective and policy. The combination of the Acquisition Facility and the Placing Programme should enable the Company to make opportunistic acquisitions whilst mitigating the risk of cash drag on existing Shareholders' funds and has been structured to provide the Directors with the flexibility to issue New Ordinary Shares and/or C Shares, which should enable the Directors to further mitigate the risk of cash drag.
Conditional on the Resolution being passed at the EGM, the Directors will be authorised to issue up to 250 million New Ordinary Shares and/or C Shares pursuant to the Placing Programme (less any New Ordinary Shares issued pursuant to the Initial Placing and Offer) without having to first offer those shares to existing Shareholders or holders of C Shares (as applicable). The maximum number of New Shares available under the Initial Issue and the Placing Programme should not be taken as an indication of the number of New Shares finally to be issued, which will depend on the timing and size of future acquisitions made by the Company. However, assuming only New Ordinary Shares are issued pursuant to the Placing Programme and 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 approximately 90 per cent. of the issued share capital of the Company as at the date of the Prospectus. Whilst approximately 90 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 Shares on an ongoing basis in order to repay sums drawn down from time to time under the Acquisition 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.
The size and frequency of each Placing under the Placing Programme will be determined at the sole discretion of the Directors, in consultation with Numis. The Directors will also decide on the most appropriate class of Shares to issue under the Placing Programme at the time of each Placing, in consultation with Numis and the Investment Adviser.
The Placing Programme will be suspended at any time when the Company is unable to issue New 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 25 October 2016.
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 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 the FSMA, such supplementary prospectus being approved by the FCA and published by the Company in accordance with the Prospectus Rules; and
(ii) Admission of the New Ordinary Shares or C Shares issued pursuant to each Placing at such time and on such date as the Company and Numis may agree prior to the closing of that Placing, not being later than 25 October 2016.
If these conditions are not satisfied in respect of any Placing under the Placing Programme, the relevant issue of the New Ordinary Shares or C 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 Placing. The Issue Price of any New Ordinary Shares to be issued pursuant to a Placing will be announced through an RIS as soon as is practicable following the allotment of such New Ordinary Shares.
The Issue Price of any C Shares issued pursuant to the Placing Programme will be £1.00. C Shares will convert into Ordinary Shares on the occurrence of specified events or at specified times and conversion will take place on a Net Asset Value for Net Asset Value basis. The costs and expenses of any issue of C Shares and any other costs and expenses which the Directors believe are attributable to the C Shares will be paid out of the pool of assets attributable to the C Shares and accordingly will not dilute the Net Asset Value of the 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 Acquisition 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 and/or C Shares issued pursuant to the Placing Programme and the Issue Price of any New Ordinary Shares issued.
Assuming 200 million New Ordinary Shares are issued pursuant to the Placing Programme at an Issue Price of 102 pence per New Ordinary Share, the Company would raise £204.0 million of gross proceeds from the Placing Programme. After deducting expenses (including any commission) of approximately £2.7 million, the net proceeds of the Placing Programme would be approximately £201.3 million.
Applications will be made to the Financial Conduct Authority and the London Stock Exchange for all the New Ordinary Shares to be issued pursuant to the Placing Programme to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. Applications will be made to the Financial Conduct Authority and the London Stock Exchange for all the C Shares to be issued pursuant to the Placing Programme to be admitted to the standard segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that such admissions will become effective, and that dealings in the New Ordinary Shares and/or C Shares will commence, during the period from Initial Admission to 25 October 2016.
The Company's share capital 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 C Shares will not be entitled to any dividends payable in respect of the Ordinary Shares but on their conversion into New Ordinary Shares they will rank pari passu with the Ordinary Shares then in issue (save that such 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 conversion of the C Shares).
The New Shares issued pursuant to the Placing Programme will be issued in registered form and may be held in uncertificated form. The New Shares allocated will be issued to Placees through the CREST system unless otherwise stated. The New 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 Placing under the Placing Programme are set out in the Prospectus.
Use of proceeds
The Board intends to use the net proceeds of the Initial Placing and Offer and any Placings under the Placing Programme, firstly, to repay outstanding debt drawn down under the Acquisition Facility used to acquire assets in the Group's portfolio at the time of the relevant issue and, secondly, to finance further acquisitions of assets in accordance with the Group's investment objective and policy. As at the date of this Prospectus, the amount drawn down under the Acquisition Facility was approximately £328 million.
Dilution
Existing Shareholders are not obliged to participate in the Initial Issue or the Placing Programme. If the maximum number of New Ordinary Shares available to be issued by the Company under the Initial Issue and the Placing Programme are issued, an existing Shareholder holding Ordinary Shares representing 10 per cent. of the Company's issued Ordinary Share capital as at the date of the Prospectus, who does not participate in the Initial Issue or the Placing Programme, would, following completion of the Initial Issue and the Placing Programme, hold Ordinary Shares representing approximately 5.3 per cent. of the Company's enlarged issued Ordinary Share capital following conclusion of the Initial Issue and the Placing Programme.
Extraordinary General Meeting
The Proposal is conditional on the approval by Shareholders of the Resolution to be put to Shareholders at the Extraordinary General Meeting, which has been convened for 17 November 2015 at 10.05 a.m. (or, if later, as soon as practicable following the conclusion of the Company's annual general meeting convened for the same day). The Notice convening the Extraordinary General Meeting is set out at the end 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 250 million New Ordinary Shares and/or C Shares available for issue pursuant to the Initial Placing and Offer and the Placing Programme.
The Resolution is being proposed as a special resolution requiring the approval of 75 per cent. or more of the votes cast. If the Resolution is not passed neither the Initial Placing and Offer nor the Placing Programme will proceed.
All Shareholders are entitled to attend, speak and vote at the Extraordinary General Meeting and to appoint a proxy or corporate representative to exercise that right.
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 1,043,745 Ordinary Shares (representing approximately 0.38 per cent, of the existing issued ordinary share capital of the Company).
Expected timetable
INITIAL PLACING AND OFFER
Publication of the Prospectus and Forms of Proxy |
26 October 2015 |
Initial Placing and Offer open |
26 October 2015 |
Latest time and date for receipt of Forms of Proxy |
10.05 a.m. on 15 November 2015 |
Extraordinary General Meeting |
10.05 a.m. on 17 November 2015 (or as soon as practicable following the conclusion of the Company's annual general meeting convened for the same day) |
Latest time and date for receipt of Application Forms under the Offer |
11.00 a.m. on 30 November 2015 |
Latest time and date for receipt of Placing Commitments |
12.00 p.m. on 1 December 2015 |
Announcement of the results of the Initial Placing and Offer |
2 December 2015 |
Crediting of interim stock line to line to CREST accounts of applicants under the Offer electing to settle via CREST |
2 December 2015 |
Admission of the New Ordinary Shares to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities |
8.00 a.m. on 4 December 2015 |
CREST accounts credited in respect of New Ordinary Shares in uncertificated form |
8.00 a.m. on 4 December 2015 |
Dispatch of definitive share certificates for New Ordinary Shares in certificated form (where applicable) |
Week commencing 7 December 2015 |
PLACING PROGRAMME
Placing Programme opens |
5 December 2015 |
Admission of the New Shares the Official List and to trading on the London Stock Exchange's main market for listed securities |
8.00 a.m. on each day New Shares are issued |
CREST accounts credited in respect of New Shares in uncertificated form |
As soon as possible after 8.00 a.m. on each day New Shares are issued |
Dispatch of definitive share certificates for New Shares in certificated form (where applicable) |
Approximately one week following Admission of the relevant New Shares |
Placing Programme closes |
25 October 2016 |
The dates and times specified are subject to change in which event details of the new times and dates will be notified, as required, through an RIS. References to times are to London times unless otherwise stated.
A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. 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 26 October 2015.
Enquiries:
James Armstrong / Mike Rand / Giovanni Terranova
Bluefield Partners LLP - Company Investment Adviser
Tel: +44 (0)20 7078 0020
Tod Davis / David Benda
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
Disclaimers:
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 of1940, 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.
Note to editors:
About Bluefield Solar Income Fund Limited (BSIF)
BSIF is a Guernsey-registered investment company focusing on large scale agricultural, commercial and industrial solar energy assets. It had an initial public offering of shares on the main market of the London Stock Exchange in July 2013. It has, currently, over 278 million shares in issue and a market cap in excess of £290 million. In June 2014 it agreed a three-year revolving credit facility with Royal Bank of Scotland, for up to £50 million.
BSIF seeks to provide shareholders with an attractive return, principally in the form of 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. The Company intends to pay quarterly distributions.
About Bluefield Partners LLP (Bluefield)
Bluefield was established in 2009 and is an investment adviser to companies and funds investing in solar energy infrastructure. It has a proven record in the selection, acquisition and supervision of large scale energy and infrastructure assets in the UK and Europe. The team has been involved in over £1.4 billion of solar PV funds and/or transactions in both the UK and Europe since 2008, including over £390m in the UK since December 2011.
Bluefield has led the acquisitions, and currently advises on over 60 UK based solar assets that are agriculturally, commercially or industrially situated. Based in its London office, Bluefield's partners are supported by a dedicated and highly experienced team of investment, legal and portfolio executives.
Bluefield was appointed Investment Adviser to the Company in June 2013.
