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
2 December 2015
Results of Initial Placing and Offer for Subscription
Further to the announcement dated 26 October 2015 the Board of Bluefield Solar Income Fund Limited (the "Company") is pleased to announce the successful issue of new Ordinary Shares.
Commitments for 30,098,639 new Ordinary Shares were received under the Initial Placing and a total of 901,361 new Ordinary Shares were subscribed for under the Offer for Subscription. Accordingly, a total of 31.0 million new Ordinary Shares (the "New Ordinary Shares") will be issued, subject to Admission and on the other terms and conditions set out in the Prospectus dated 26 October 2015, at a price of 102p per share, raising gross proceeds of approximately £31.62 million. The New Ordinary Shares represent approximately 11.13% of the issued Ordinary Share capital of the Company prior to this issue.
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 4 December 2015 (or such later date as may be agreed between the Company and Numis).
The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company. This includes the right to receive all dividends and other distributions declared or paid in respect of such Ordinary Shares after Admission.
For the avoidance of doubt the New Ordinary Shares noted above are expected to be issued on 4 December 2015 and will therefore not be entitled to the interim dividend in respect of the year to 30 June 2016 payable to shareholders on the register as at 13 November 2015 and which is payable on 15 December 2015.
Following Admission, the number of Ordinary Shares that the Company has in issue will be 309,417,224. The total number of voting rights of the Company will be 309,417,224 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 and Transparency Rules.
Capitalised terms used but not defined in this announcement have the same meanings as set out in the Prospectus issued by the Company on 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/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
Tom Karim
CNC
Tel: +44 (0)20 3219 8820 / +44 (0)7923 293 399
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 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.
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.
