Bluefield Solar Regulatory News (BSIF)

22 December 2023

Bluefield Solar Income Fund Limited

('Bluefield Solar' or the 'Company')

Strategic Partnership with GLIL Infrastructure ('GLIL')

Agreement set to enhance income diversification and facilitate de-leveraging

· Bluefield Solar to invest £20 million of equity, alongside £200 million from GLIL, into a UK based solar portfolio and repay £10 million of the Company's Revolving Credit Facility ('RCF').

· Provisional agreement for GLIL to acquire a 50% stake in a portfolio in excess of 100MW currently owned by Bluefield Solar, in line with current valuation, in early 2024.

· Strategic partnership agreement provisionally committing Bluefield Solar and GLIL to funding a selection of the Company's development pipeline.

Bluefield Solar (LON: BSIF), the London listed UK income fund focused primarily on acquiring and managing solar energy assets, is pleased to announce the signing of a Memorandum of Understanding ('MOU') with GLIL regarding the formation of a long-term strategic partnership ('Strategic Partnership') which commits both parties to investing together into UK focused solar assets, from development through to operational plants. GLIL is a partnership of UK pension funds, investing into core UK infrastructure, including Local Pensions Partnership Investments, Greater Manchester Pension Fund, Merseyside Pension Fund, West Yorkshire Pension Fund and Nest, and has a £3 billion portfolio of infrastructure assets.

There are three distinct phases to the Strategic Partnership:

In phase one, the Strategic Partnership has agreed the acquisition of a 247MW portfolio of UK solar assets from Lightsource bp (the 'Lightsource bp Portfolio'). The Lightsource bp Portfolio is predominantly diversified across southern and central England and comprises 58 operating sites: 184MW backed by Feed in Tariff ('FiT') subsidies, 15MW by Renewable Obligation Certificates ('ROCs') and two subsidy free projects totalling 48MW. Through the period 2023 to 2035 the proportion of fixed and regulated revenues from the portfolio is projected to be approximately 80%. The acquisition raises the level of regulated revenues in the Bluefield Solar portfolio, whilst also increasing the proportion of FiT income.

Bluefield Solar is investing £20 million, or 9% of the equity, with GLIL investing the balance. The Company will fund the acquisition using earnings which arose in the financial year ended 30 June 2023, after the payment of dividends, debt amortisation and the Electricity Generator Levy ('EGL'). In addition, Bluefield Solar will use a further £10 million of earnings to pay down a portion of the Company's RCF. Total retained earnings before this announcement were approximately £60 million. Following the Lightsource bp Portfolio acquisition and the partial repayment of the RCF, the Company's UK holding companies' RCF balance will stand at £167 million, with long term amortising debt being £430 million. Overall, the Company's UK holding companies and its subsidiaries have total outstanding debt of £597 million, with a leverage level of circa 41% of Gross Asset Value (broadly unchanged from 30 June 2023).

The acquisition is conditional on the joint venture between Bluefield Solar and GLIL being an approved buyer under the National Security and Investment Act 2021 as the parties have a combined portfolio generation capacity of over 1GW. This is expected in January 2024.

In phase two, GLIL has provisionally agreed to acquire a 50% stake in a portfolio of more than 100MW of operational UK solar assets currently owned by the Company ('Bluefield Portfolio'). The provisional acquisition price is in line with the Company's current valuation. The Strategic Partnership intends to reach financial close in the first half of 2024. The sale of a stake in the Bluefield Portfolio, as described, will provide Bluefield Solar with additional liquidity, the proceeds of which provide the opportunity to continue to pay down the drawn RCF.

In phase three, Bluefield Solar and GLIL intend via the Strategic Partnership to commit capital in a selection of the Company's development pipeline, assuming market conditions are supportive. The identified development assets are expected to be grid connected over the next two to three years.

The Board of Bluefield Solar reiterates its guidance of a raised full year dividend of not less than 8.80pps for the period ending 30 June 2024 (increased from 8.60pps paid for the period ended 30 June 2023).

John Scott, Chair of Bluefield Solar, said: "Current capital market conditions make it difficult for us to raise new capital using the instruments which have served the Company and its shareholders well through the past ten years. In response, the Bluefield Solar board has been evaluating how best to continue our development programme, while maximising value for our shareholders over the long term. The strategic partnership with GLIL is an exciting and significant development for the Company; it creates the opportunity for both parties to invest in the sizeable renewable energy pipeline which our Investment Adviser has identified, while responding to shareholder feedback in reducing our short-term debt position. The world is crying out for more solar power and COP28 has called for a tripling of capacity by 2030. We see tremendous potential in this partnership as a means to help Bluefield Solar play its part in achieving this goal."

James Armstrong, Managing Partner, Bluefield Partners, Investment Adviser to Bluefield Solar, said: "We have been listening to feedback from our shareholders and the strategic partnership with GLIL enables us to deliver on a number of key areas simultaneously: to continue to keep investment momentum in a difficult time for public market infrastructure funds and judiciously diversify the portfolios revenues; to provide an additional external validation of asset values; to create additional liquidity and lower the Company's overall debt burden; and to partner with a like-minded investment group. As a long-term investor into solar assets, GLIL is the ideal partner for a company like Bluefield Solar, sharing our multi-decade view of asset management. We have always focused on the long-term interests of the shareholders, and we believe this strategic partnership can deliver short-term solutions and long-term benefits to Bluefield Solar investors."

Chris Rule, Member of the GLIL Infrastructure Executive Committee, said: "Entering into a long-term strategic partnership with one of the most respected and leading asset owners in this sector is very exciting for GLIL. Being able to acquire and develop further renewable energy assets is very important for our Members, all of whom are deeply committed to investing in the energy transition and working towards a sustainable net zero economy."

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About Bluefield Solar

Bluefield Solar is a London listed income fund focused primarily on acquiring and managing solar energy assets. 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 other technologies, such as wind and storage. Bluefield Solar owns and operates a UK portfolio of 812MW, comprising 754MW of solar and 58MW of onshore wind.

Further information can be viewed at www.bluefieldsif.com

About Bluefield Partners

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 £6.5 billion renewable funds and/or transactions in both the UK and Europe, including over £1 billion in the UK since December 2011.

About GLIL Infrastructure

GLIL is a partnership of UK pension funds which invests in Britain's future - creating jobs, supporting communities and helping to power the economy. It is a proven investor, with a fund specially designed to help pension fund members tap into the stable, inflation-linked returns that infrastructure investment offers. GLIL manages £3.6 billion of committed capital, with more than £3.0 billion deployed into a growing portfolio of infrastructure assets spanning renewable energy, energy storage, utilities ports, trains, hospitals and schools. It invests on behalf of Local Government Pension Scheme DB funds and pools including Local Pensions Partnership Investments, Greater Manchester Pension Fund, Merseyside Pension Fund, West Yorkshire Pension Fund, as well as Nest, the government-established Defined Contribution workplace pension provider. For more information on GLIL, including its history, executive committee and investment portfolio, please visit www.glil.co.uk.

About Lightsource bp

Lightsource bp is a global leader in the development and management of solar energy projects. Most recently, bp has announced the intention to fully acquire Lightsource bp. It is currently operated as a 50:50 joint venture with bp. Our purpose is to deliver affordable and sustainable solar power for businesses and communities around the world. For more information on Lightsource bp, please visit www.lightsourcebp.com.