TIDMBSIF
RNS Number : 9157L
Bluefield Solar Income Fund Limited
06 October 2016
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 GBP187 million long-term debt
facility (the "Long-Term Facility") and a GBP30 million short-term
revolving credit facility (the "RCF"). The RCF is currently
partially drawn, with availability of GBP19 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 GBP67 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 GBP50 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 GBP1.25 billion of solar
PV funds and/or transactions in both the UK and Europe since 2008,
including over GBP500 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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