TIDMBSIF
RNS Number : 8975F
Bluefield Solar Income Fund Limited
21 July 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY EEA STATE
(OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE COMPANY'S
SECURITIES MAY BE LEGALLY MARKETED) 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.
This announcement has been determined to contain inside
information for the purposes of the UK version of the market abuse
regulation (EU) No.596/2014.
21 July 2021
Bluefield Solar Income Fund Limited
Result of the Initial Placing, Open Offer and Offer for
Subscription (the "Initial Issue")
"Oversubscribed fundraise of GBP105.1 million with strong demand
from new and existing investors"
Further to the announcement dated 29 June 2021 the Board of
Bluefield Solar Income Fund Limited ("Bluefield Solar" or the
"Company") is pleased to announce the successful issue of New
Ordinary Shares.
Commitments for 89,067,980 New Ordinary Shares were received
under the Initial Issue. As this exceeds the target size for the
Initial Issue (as set out in the Prospectus) the Directors have
exercised their discretion and have increased the size of the
Initial Issue so that all commitments will be satisfied in
full.
Accordingly, a total of 89,067,980 million New Ordinary Shares
will be issued, subject to Admission (as defined below) and on the
other terms and conditions set out in the Prospectus dated 29 June
2021, at a price of 118p per New Ordinary Share, raising gross
proceeds of approximately GBP105.1 million. The New Ordinary Shares
represent approximately 21.9% of the issued Ordinary Share capital
of the Company prior to the Initial Issue.
The New Ordinary Shares issued pursuant to the Initial Issue
will not rank for the third quarterly interim dividend of 2 pence
per Ordinary Share which was declared on 7 July 2021 and which will
be payable on 4 August 2021 to shareholders on the register as at
16 July 2021. However, the New Ordinary Shares issued pursuant to
the Initial Issue will rank for all dividends on Ordinary Shares
declared thereafter.
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 23 July 2021.
Following Admission, the number of Ordinary Shares that the
Company has in issue will be 496,067,602. The total number of
voting rights of the Company will be 496,067,602 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 Guidance and Transparency Rules.
John Rennocks, Chairman of Bluefield Solar, commented: "I am
pleased to announce the highly successful results of this Initial
Issue. On behalf of the Board, I would like to take the opportunity
to thank our shareholders for their support and to welcome new
shareholders to the Company. The proceeds raised will enable us to
further diversify and grow the Company's extremely high quality
portfolio of renewable infrastructure assets. This includes the
previously announced and attractive maiden UK wind portfolio
acquisition featuring over 90% regulated revenues to the accretive
benefit of our shareholders seeking a robust level of Sterling
based income with high ESG impact. We look forward to updating
shareholders further on the wind portfolio acquisition and other
near term opportunities in due course."
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the Prospectus dated 29 June
2021.
- Ends -
For further information:
Bluefield Partners LLP (Investment Adviser) Tel: +44 (0) 20 7078 0020
James Armstrong / Neil Wood / Giovanni Terranova www.bluefieldllp.com
Numis Securities Limited (Broker) Tel: +44 (0) 20 7260 1000
Tod Davis / David Benda www.numis.com
Ocorian (Company Secretary & Administrator) Tel: +44 (0) 1481 742 742
Patrick Ogier www.ocorian.com
Media enquiries:
Buchanan (PR Adviser) Tel: +44 (0) 20 7466 5000
Henry Harrison-Topham / Henry Wilson / Vicky Hayns www.buchanan.uk.com
BSIF@buchanan.uk.com
Notes to Editors
About Bluefield Solar Income Fund Limited
Bluefield Solar is a UK income fund focused on acquiring and
managing UK -based renewable energy and storage projects to
generate stable, long term dividends for its shareholders whilst
furthering the decarbonisation of the energy system. Not less than
75% of the Company's gross assets will be invested into UK solar
assets. The Company can also invest up to 25% of its gross assets
into wind, hydro and storage technologies. The majority of the
Company's group's revenue streams are regulated and non-correlated
to the UK energy market. Bluefield Solar owns and operates one of
the UK's largest, diversified portfolios of solar assets with a
combined installed power capacity in excess of 613 MWp.
Further information can be viewed at www.bluefieldsif.com
LEI Code 2138004ATNLYEQKY4B30
About Bluefield Partners LLP
Bluefield Partners LLP was established in 2009 and is an
investment adviser to companies and funds investing in renewable
energy infrastructure. It has a proven record in the selection,
acquisition and supervision of large-scale energy assets in the UK
and Europe . The team has been involved in over GBP4 billion
renewable funds and/or transactions in both the UK and Europe ,
including over GBP1 billion in the UK since December 2011.
Bluefield Partners LLP has led the acquisitions of, and
currently advises on, over 100 UK based solar PV assets that are
agriculturally, commercially or industrially situated. Based in its
London office, it is supported by a dedicated and experienced team
of investment, legal and portfolio executives. Bluefield Partners
LLP was appointed Investment Adviser to Bluefield Solar in June
2013.
Important Notice
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the Prospectus published by the Company and not in
reliance on this announcement. Copies of the Prospectus may,
subject to certain access restrictions, be obtained from the
registered office of the Company and at the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Company's website, www.bluefieldsif.com. Neither the
content of the Company's website, nor the content on any website
accessible from hyperlinks on its website for any other website, is
incorporated into, or forms part of, this announcement nor, unless
previously published by means of an RIS announcement, should any
such content be relied upon in reaching a decision as to whether or
not to acquire, continue to hold, or dispose of, securities in the
Company. This announcement does not constitute, and may not be
construed as, an offer to sell or an invitation to purchase
investments of any description or a recommendation regarding the
issue or the provision of investment advice by any party. No
information set out in this announcement is intended to form the
basis of any contract of sale, investment decision or any decision
to purchase shares in the Company. Approval of the Prospectus by
the FCA should not be understood as an endorsement of the
securities that are the subject of the Prospectus. Potential
investors are recommended to read the Prospectus before making an
investment decision in order to fully understand the potential
risks and rewards associated with a decision to invest in the
Company's securities.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for the Company in connection with the
Initial Issue, the Placing Programme and the other arrangements
described in this announcement and will not regard any other person
as its client in relation to the Initial Issue, the Placing
Programme and the other arrangements described in this announcement
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice to any such person in connection with the Initial Issue, the
Placing Programme and the other arrangements described in this
announcement. Nothing in this paragraph shall serve to exclude or
limit any responsibilities which Numis may have under the Financial
Services and Markets Act 2000, as amended, or the regulatory regime
established thereunder.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States (as defined
below). This announcement is not an offer of securities for sale
into the United States. The New Ordinary Shares have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), or with any securities
regulatory authority of any State or other jurisdiction of the
United States (as defined below) and accordingly may not be
offered, sold or transferred within the United States of America,
its territories or possessions, any State of the United States or
the District of Columbia (the "United States") except pursuant to
an exemption from, or in a transaction not subject to, registration
under the U.S. Securities Act and in compliance with the securities
laws of any State or other jurisdiction of the United States. No
public offering of securities is being made in the United States.
The Company has not been and will not be registered under the U.S.
Investment Company Act of 1940, as amended (the "U.S. Investment
Company Act") and investors will not be entitled to the benefits of
the U.S. Investment Company Act.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for New Ordinary
Shares in any jurisdiction including, without limitation, the
United States, Australia, Canada, Japan or South Africa or any
member state of the European Economic Area (the "EEA") (other than
any member state of the EEA where the Company's securities may be
lawfully marketed) or any other jurisdiction in which such offer or
solicitation is or may be unlawful (an "Excluded Territory"). This
announcement and the information contained herein are not for
publication or distribution, directly or indirectly, to persons in
an Excluded Territory unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction.
The distribution of this announcement, and/or the issue of New
Ordinary Shares in certain jurisdictions may be restricted by law
and/or regulation. No action has been taken by the Company, Numis
or any of their respective affiliates as defined in Rule 501(b)
under the U.S. Securities Act (as applicable in the context used,
"Affiliates") that would permit an offer of the New Ordinary Shares
or possession or distribution of this announcement or any other
publicity material relating to the New Ordinary Shares in any
jurisdiction where action for that purpose is required (other than
the United Kingdom, the Republic of Ireland, Luxembourg and the
Netherlands). Persons receiving this announcement are required to
inform themselves about and to observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of the
Company, Bluefield Partners LLP (the "Investment Adviser"), Numis
or any of their respective affiliates accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, as to this announcement, including the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in
connection therewith. Apart from the liabilities and
responsibilities (if any) which may be imposed on Numis and the
Investment Adviser by the Financial Services and Markets Act 2000,
as amended, or the regulatory regime established thereunder, the
Company, the Investment Adviser and Numis and their respective
affiliates accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
have in respect of this announcement or its contents or otherwise
arising in connection therewith.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "forecasts", "projects", "expects", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include all matters that are not historical facts. All
forward-looking statements address matters that involve risks and
uncertainties and are not guarantees of future performance.
Accordingly, there are or will be important factors that could
cause the Company's actual results of operations, performance or
achievement or industry results to differ materially from those
indicated in these statements. Any forward-looking statements in
this announcement reflect the Company's current views with respect
to future events and are subject to these and other risks,
uncertainties and assumptions relating to the Company's operations,
results of operations, growth strategy and liquidity. Given these
uncertainties, prospective investors are cautioned not to place any
undue reliance on such forward-looking statements. These
forward-looking statements apply only as of the date of this
announcement. The Company, the Investment Adviser and Numis
expressly disclaim 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,
as amended, the Prospectus Regulation Rules of the FCA, UK MAR or
other applicable laws, regulations or rules.
The value of securities in the Company and the income from them
is not guaranteed and can fall as well as rise due to stock market
and currency movements. When you sell your investment you may get
back less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of
currency fluctuations.
Information to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (" Directive 2014/65/EU "); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing Directive 2014/65/EU; (c) local implementing
measures; and/or (d) (where applicable to UK investors or UK firms)
the relevant provisions of the UK MiFID Laws (including the FCA's
Product Intervention and Governance Sourcebook (" PROD "))
(together the " MiFID II Product Governance Requirements "), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the New Ordinary Shares have been subject to
a product approval process, which has determined that such New
Ordinary Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in PROD; and (ii) eligible for distribution through all
distribution channels as are permitted by PROD for each type of
investors (the " Target Market Assessment ").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Proposals. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Numis will only
procure investors through the Initial Placing or any Subsequent
Placing who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of the UK MiFID Laws and/or EU MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the New Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
PRIIPs Regulation
In accordance with the UK version of the EU PRIIPs Regulation
(1286/2014) which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "UK PRIIPs Laws"), a key
information document in respect of an investment in the Ordinary
Shares of the Company has been prepared by the Company and is
available to investors at www.bluefieldsif.com. If you are
distributing any class of shares in the Company, it is your
responsibility to ensure that the relevant key information document
is provided to any clients that are "retail clients".
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END
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