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, LUXEMBOURG AND THE REPUBLIC OF IRELAND) OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
This announcement is an advertisement 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 the prospectus published by the Company on 26 October 2015, as supplemented by the supplementary prospectuses respectively dated 9 March 2016 and 1 July 2016, and any supplementary prospectus published after the date of this announcement (together the "Prospectus"), in connection with the Placing and Admission. This document does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. 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 contains inside information.
6 October 2016
Bluefield Solar Income Fund Limited
(the "Company")
Proposed Placing Programme Issue and First Interim Dividend
Background
On 27 September 2016 Bluefield Solar Income Fund Limited announced the financial close of a £187 million long-term debt facility (the "Long-Term Facility") and a £30 million short-term revolving credit facility (the "RCF"). The RCF is currently partially drawn, with availability of £19 million, providing capacity for the Company to fund potential pipeline assets in the short to medium term.
The Directors of the Company have provisionally approved pipeline opportunities of 68MWp, subject to due diligence and final documentation. The Investment Adviser is currently in advanced negotiations on the pipeline which when executed would have a total value of approximately £67 million. The pipeline assets are all pre-construction assets, which are expected to qualify under the 1.2 Renewable Obligation Scheme ("RO") support banding and are to be constructed by three contractors well known to the Company. The period to 31 March 2017 offers the last opportunity for new build solar plants to qualify for RO support and given the Company's proven track record in funding construction projects, the Investment Adviser is receiving a significant volume of pre-construction opportunities which the Company will consider subject to availability of funding.
Proposed placing programme issue
Accordingly, and in the context of the Placing Programme established on 26 October 2015, the Board hereby announces its intention to issue new Ordinary Shares by way of a placing of new Ordinary Shares under the Placing Programme ("New Shares") to raise gross proceeds of up to approximately £50 million. The Board intends to use the net proceeds of such issue to prepay amounts outstanding under the RCF and to finance further acquisitions and due diligence costs.
The issue price per New Share will be 101.0 pence which represents a premium of 3.0 % to the unaudited 30 September 2016 net asset value ("NAV") of 102.79 pence per Ordinary Share reduced by both the fourth interim dividend of 1.50 pence per Ordinary Share for the financial year ending 30 June 2016 declared on 4 October 2016 (the "Fourth Interim Dividend") and the first interim dividend of 3.25 pence per Ordinary Share which is being declared today (the "First Interim Dividend") 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 and expenses of the Issue. The Issue is expected to close at 12.00 noon (London time) on Wednesday, 19 October 2016, but may close earlier or later at the absolute discretion of the Company and Numis Securities Limited ("Numis").
Participation in the Issue will only be available to Qualified Investors (as defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended)), through, 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.
Dividends
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 date of the first interim dividend in respect of the year to 30 June 2017 and today declares the First Interim Dividend of 3.25 pence per Ordinary Share in respect of the financial year ending 30 June 2017. The First Interim Dividend will be payable to Shareholders on the register as at 14 October 2016 with an associated ex-dividend date of 13 October 2016 and a payment date of 4 November 2016.
For the avoidance of doubt, the New Shares issued pursuant to the Placing are expected to be issued on 24 October 2016 and will therefore not be entitled to either the Fourth Interim Dividend or to the First Interim Dividend. The first dividend the New Shares will be entitled to will be the second interim dividend for the financial year ending 30 June 2017, expected to be declared in April 2017.
The Company will make a further announcement of the results of the Issue in due course.
Comment
John Rennocks, the Chairman of the Company, said, "With the RO scheme closing at the end of March next year, we expect this will be the last opportunity to acquire assets with these attractive yield characteristics. We therefore are seeking to raise these additional funds to take advantage of this opportunity. However, it is important to note that this will not be dilutive to the dividend attributable to exiting Ordinary Shareholders."
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
Tom Karim
CNC
Tel: +44(0)20 3219 8820 / +44(0)7923 293 399
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, 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, Luxembourg or the Republic of Ireland), or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
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 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, Luxembourg and the Republic of Ireland). 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.
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.
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.
Note to editors
About Bluefield Solar Income Fund Limited
The Company is a Guernsey-registered investment company focusing on large scale agricultural and industrial solar assets. It had an initial public offering of shares on the main market of the London Stock Exchange in July 2013. The Company currently has over 309 million shares in issue.
The Company 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 £1.25 billion of solar PV funds and/or transactions in both the UK and Europe since 2008, including over £500 million in the UK since December 2011.
Bluefield has led the acquisitions, and currently advises on over 70 UK based solar PV 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 Services Limited, based in Bristol, is the asset manager for the Company's portfolio.
Bluefield was appointed Investment Adviser to the Company in June 2013.
