Bluefield Solar Regulatory News (BSIF)

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, 1 July 2016 and 12 October 2016 (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.

20 October 2016

Bluefield Solar Income Fund Limited

(the "Company")

Further to the announcement dated 6 October 2016, the Company's Board is pleased to announce the successful issue of new Ordinary Shares.

Commitments for 60,000,000 new Ordinary Shares were received under the Placing and accordingly, a total of 60,000,000 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, as defined above, at a price of 101p per share, raising gross proceeds of approximately £60.6 million. The New Ordinary Shares represent approximately 19% 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 24 October 2016.

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. 

Following Admission, the number of Ordinary Shares that the Company has in issue will be 369,631,765. The total number of voting rights of the Company will be 369,631,765 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 the Company, said, "We are delighted to announce this successful issue of 60 million new Ordinary Shares. With the final closure of the RO scheme set for March 2017, this new capital will enable us to seek further assets in the remaining five months and, if successful, benefit from their attractive yields. As we have stated, these new Ordinary Shares will not be dilutive to the already announced dividend attributable to existing Ordinary Shareholders."

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Prospectus.

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)1481 716000

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, any shares in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor.

Recipients of this announcement who are considering subscribing for New Ordinary 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.

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, as amended, (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 £500m 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.