Bluefield Solar Regulatory News (BSIF)

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.

The information communicated in this Announcement is deemed to constitute inside information as stipulated under the UK version of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA"), as further amended by UK legislation from time to time ("UK MAR"). Upon the publication of this Announcement, this information is considered to be in the public domain.

1 June 2022

Bluefield Solar Income Fund Limited

("Bluefield Solar" or the "Company")

Result of the Placing and Offer for Subscription

· £150 million raised through the issue of 115,384,615 New Ordinary Shares

· Strong demand from both new and existing investors

· Proceeds will be used to pay down the Company's Revolving Credit Facility following the recent purchase of Bluefield Solar's largest portfolio acquisition to date

· Following completion, the Company's issued share capital will comprise 611,452,217 Ordinary Shares

Further to the announcements dated 11 May 2022 and 24 May 2022 the Board of Bluefield Solar Income Fund Limited is pleased to announce the successful issue of New Ordinary Shares.

The Company received significant support from both new and existing investors, with commitments for 115,384,615 New Ordinary Shares being received under the Placing and Offer for Subscription (the "Issue"), raising gross proceeds of approximately £150 million. The New Ordinary Shares represent approximately 23% of the issued Ordinary Share capital of the Company prior to the Issue. The Offer for Subscription saw strong demand, which exceeded the cap prescribed by law for the purposes of the prospectus exemption as set out in the announcement dated 11 May 2022 (being the Sterling equivalent of €8 million) and therefore it has been necessary to scale back applications for the Offer for Subscription.

The proceeds raised will be used to pay down the Company's Revolving Credit Facility, which as at 10 May 2022 was fully drawn.

The New Ordinary Shares issued pursuant to the Issue will not rank for the second interim dividend of 2.03 pence per Ordinary Share which was declared on 4 May 2022 and which will be payable on or around 13 June 2022 to shareholders on the register as at 13 May 2022. However, the New Ordinary Shares issued pursuant to the Issue will rank for all dividends on Ordinary Shares declared thereafter.

John Rennocks, Chairman of Bluefield Solar, commented:

"We are delighted with the strong demand seen for this Placing and Offer for Subscription. In recognition of the positive outlook for the investment strategy, we are pleased that the Company's issue resulted in strong demand both from existing and new institutional investors as well as the robust retail investor demand. I would like to thank existing investors for their support and welcome new investors to the Company.

"Given the increasing focus on meeting national targets for renewable infrastructure generation and having recently completed the Company's largest portfolio acquisition to date, I believe the current outlook presents the most compelling environment for the Company's strategy since inception and we look forward to updating shareholders further on a new pipeline of potential acquisition opportunities."

Applications for listing and admission to trading

Applications will be made for the 115,384,615 New Ordinary Shares to be admitted to the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange ("Admission"). Admission is expected to become effective, and dealings in the New Ordinary Shares are expected to commence, at 8.00 a.m. on 7 June 2022.

A total of 115,384,615 New Ordinary Shares will be issued at a price of 130 pence per Ordinary Share, of which 110,117,715 Ordinary Shares will be issued under the Placing and 5,266,900 Ordinary Shares will be issued pursuant to the Offer for Subscription.

Following completion of the Issue, the Company's issued share capital will comprise 611,452,217 Ordinary Shares. 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Prospectus dated 29 June 2021.

For further information:

About Bluefield Solar

Bluefield Solar is a London listed income fund focused on acquiring and managing renewable energy and storage projects predominantly in the UK, to provide 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 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 766 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 £4 billion renewable funds and/or transactions in both the UK and Europe, including over £1 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

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 Issue and will not regard any other person as its client in relation to the Issue 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 Issue. 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). 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.

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 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.

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 Issue.

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.