TIDMBSIF
RNS Number : 4289Q
Bluefield Solar Income Fund Limited
19 June 2020
Bluefield Solar Income Fund Limited
Proposed amendment of the Investment Objective and Investment
Policy of the Company, changes to the Investment Advisory
Agreement, proposed disapplication of pre-emption rights and notice
of Extraordinary General Meeting
19 June 2020
The Company is issuing today a shareholder circular (the
"Circular") setting out a proposed amendment of the Investment
Objective and Investment Policy of the Company, changes to the
Investment Advisory Agreement, proposed disapplication of
pre-emption rights and notice of Extraordinary General Meeting.
1. INTRODUCTION
Bluefield Solar Income Fund Limited (the Company) is a
closed-ended investment company which launched in July 2013 with
its ordinary shares first being admitted to trading on the Main
Market of the London Stock Exchange and to listing on the premium
segment of the FCA's Official List on 12 July 2013 (Admission).
Since Admission the Company has issued 370,499,622 shares.
The Company has sought to provide Shareholders with an
attractive return, principally in the form of quarterly income
distributions by being invested in UK based solar energy assets.
Having consulted with Bluefield Partners LLP (the Investment
Adviser), the Board has concluded that an amendment to the
investment policy would be in the best interests of the Company in
order to be able to extend the life of its portfolio, to manage its
sensitivity to power prices more efficiently and to utilise its
substantial investment, technical and operational expertise to
exploit attractive opportunities that are emerging across a broader
base of renewable technologies. The proposed amendment is
considered to constitute a material change to the Company's
published investment objective and policy. Therefore, as stated in
its prospectus dated 26 October 2015 and pursuant to LR 15.4.8(2)
of the Listing Rules, the Company is required to obtain the
approval of the Company's Shareholders by way of an Ordinary
Resolution. This is the second amendment to the Investment Policy
since Admission.
At the same time the Board is proposing to implement some
consequential changes to the Investment Advisory Agreement that
exists between the Company and the Investment Adviser. Details of
these changes are set out in section 5 below.
The Company is proposing to amend its investment objective and
policy in the manner set out in section 2 below (the Investment
Policy Proposal). The Investment Policy Proposal is subject to the
approval of Shareholders by way of Ordinary Resolution (the
Investment Policy Resolution). The Investment Policy Proposal, if
approved by Shareholders, will result in the Company adopting the
Amended Investment Policy with effect from 1 July 2020. In the
event that the Investment Policy Resolution to be proposed at the
Extraordinary General Meeting is not passed, the Company will
continue to operate under its current investment objective and
policy.
At the Annual General Meeting of the Company held on 26 November
2019 (the 2019 AGM), the Board was granted authority to allot up to
36,988,353 Ordinary Shares on a non pre-emptive basis, such
authority representing 10 per cent. of its ordinary share capital
in issue at that time (the AGM Tap Authority). The Board now wishes
to seek an additional authority to allot up to a further 37,049,962
Ordinary Shares (representing 10 per cent. of its ordinary share
capital) on a non pre-emptive basis. When aggregated, the Tap
Authorities would represent approximately 19.98 per cent. of the
Company's existing ordinary share capital. The proposed
disapplication of pre-emption rights in respect of the issue of
further Ordinary Shares is required to be approved by Shareholders
pursuant to the Articles and Chapter 9 of the Listing Rules.
The Board considers that the Proposals are in the best interests
of Shareholders as a whole and accordingly recommends that
Shareholders vote in favour of the Resolutions to be proposed at
the Extraordinary General Meeting.
2. AMED INVESTMENT POLICY
For the reasons set out in section 3 below, the Company is
proposing to amend its investment objective (the Investment
Objective) and investment policy (the Investment Policy) to broaden
the mandate to allow for not more than 25 per cent. of the Gross
Asset Value (GAV) to be invested into other renewable energy assets
and energy storage assets. Within this 25 per cent. allocation, up
to 10 per cent. of the GAV may be invested in assets outside the
UK. In addition, up to 5 per cent. of the GAV may be invested into
UK solar development opportunities.
At the same time the Board is also proposing that the Company
should de-link its dividend target from RPI and that it should
henceforth adopt a progressive dividend policy. All other material
terms remain the same. It is proposed that, if the Investment
Policy Proposal is approved, the new Investment Objective and
Investment Policy of the Company will be as follows and will be
deemed to be effective from 1 July 2020:
"Investment Objective
The Company seeks to provide Shareholders with an attractive
return, principally in the form of quarterly income distributions
by being invested primarily in solar energy assets located in the
UK. It also has the ability to invest a minority of its capital
into wind, hydro and energy storage assets.
The Board will seek to adopt a progressive dividend strategy,
although the ability to maintain or grow dividends is dependent
upon a number of factors including future power prices in the
UK.
Investment Policy
The Company, via its UK holding company (the "Group"), owns a
large, diversified portfolio of operational solar energy assets,
each located within the UK, with a focus on utility scale assets
with high levels of regulated income. The Group will continue to
be, primarily, invested in long life UK solar energy infrastructure
alongside a minority exposure to other renewable energy assets
(including non-subsidised assets) and energy storage assets. Such
minority exposure will be limited to a maximum of 25 per cent. of
the Company's Gross Asset Value calculated at the time of
investment. The Company's portfolio is expected to generate
attractive returns over a 25 year, or greater, asset life.
Individual assets or portfolios of assets are held within SPVs
into which the Group invests through equity and/or debt
instruments. The Group typically seeks legal and operational
control through direct or indirect stakes of up to 100 per cent. in
such SPVs, but may participate in joint ventures or minority
interests where this approach enables the Group to gain exposure to
assets consistent with the Company's investment policy which the
Group would not be able to acquire on a wholly-owned basis.
The Group can invest up to 10 per cent. of its Gross Asset Value
into assets outside the UK to enable the Company to participate in
acquisitions of portfolios with a mix of UK and non-UK assets. It
is not the Company's policy to be a long term holder of non-UK
assets.
The Group can invest up to 5 per cent. of its Gross Asset Value
into UK solar development opportunities that are pre-construction
and may be without the requisite planning approvals or grid
availability at the time of investment.
However, in addition to the specific investment limitations set
out above, the aggregate exposure to other renewable energy assets
(including non-subsidised assets) and energy storage technologies,
UK solar development opportunities and/or non-UK assets will be
limited to a maximum of 30 per cent. of the Company's Gross Asset
Value as calculated at the time of investment.
The Group may make use of non-recourse finance at the SPV level
to provide leverage for specific assets or portfolios provided that
at the time of entering into (or acquiring) any new financing total
non-recourse financing within the portfolio will not exceed 50 per
cent. of the prevailing Gross Asset Value. In addition, the Group
may, at holding company level, make use of both short term debt
finance and long term structural debt to facilitate the acquisition
of investments, but such holding company level debt (when taken
together with the SPV finance noted above) will also be limited so
as not to exceed 50 per cent. of the Gross Asset Value.
No single asset (excluding any third party funding or debt
financing in such asset) will represent, on acquisition, more than
25 per cent. of the Net Asset Value and the Company's portfolio
shall at no time consist of less than ten individual assets.
Diversification is also achieved across various other factors
such as technology, revenue streams, grid connection points,
individual landowners and leases, providers of key components and
assets being located across various geographical locations within
the United Kingdom.
The Group aims to derive a significant portion of its targeted
return through a combination of the sale of Renewables Obligation
Certificates, Feed in Tariffs and Contracts for Difference (or any
such regulatory regimes that may replace them from time to time).
Such regimes are currently underwritten by the UK Government,
providing a level of fixed term, non-power market correlated
revenues, typically for 20 years from the date of grid connection.
The Group also intends, where appropriate, to enter into power
purchase agreements with appropriate counterparties, such as
co-located industrial energy consumers or wholesale energy
purchasers. In addition, the Group may store energy or convert it
into other forms for future sale.
Listing Rule investment restrictions
The Company currently complies with the investment restrictions
set out below and will continue to do so for so long as they remain
requirements of the Financial Conduct Authority:
-- neither the Company nor any of its subsidiaries will conduct
any trading activity which is significant in the context of the
Group as a whole;
-- the Company must, at all times, invest and manage its assets
in a way which is consistent with its objective of spreading
investment risk and in accordance with the published investment
policy; and
-- not more than 10 per cent. of the Gross Asset Value at the
time of investment is made will be invested in other closed-ended
investment funds which are listed on the Official List.
As required by the Listing Rules, any material change to the
investment policy of the Company will be made only with the prior
approval of the Financial Conduct Authority and Shareholders. The
investment limits set out above apply only at the time of the
acquisition of the relevant asset. The Company will not be required
to dispose of any asset or to rebalance its investment portfolio as
a result of a change in the respective valuations of its
assets."
3. RATIONALE FOR THE INVESTMENT POLICY PROPOSAL
The decarbonisation of the UK energy market since the Company's
IPO in 2013 and the expected continuation of this trend in the
coming decade creates the opportunity to broaden the Company's
mandate in order to maximise its earnings potential.
The UK energy market is likely to see increased levels of
renewable energy and the continued closure of its traditional
fossil fuel baseload. This important trend is required to combat
climate change and to enable the UK to achieve net zero carbon
emissions by 2050. It also appears likely that the 'green' economy
is going to be one of the beneficiaries post Covid-19 where the UK
Government looks to stimulate the economy through increased support
for decarbonisation. This will result in the Company seeing
increased greenfield opportunities alongside the existing pool of
brownfield assets. This will in turn result in higher levels of
intermittent generation and, potentially, increased levels of power
price volatility in the coming years. The mandate change creates an
opportunity for Shareholders to benefit from continuing growth in
renewables whilst protecting and, where possible, profiting from
any power price volatility.
The widening of the Investment Policy is deliberately focused on
the renewable technologies that are closest to solar in terms of
risk and return. Operational subsidised wind has a complementary
generation profile to the Company's existing portfolio and the
regulated revenues attached to such assets lowers the power
exposure. The secondary market for wind is deep and certain
segments are less competitive than others. The Investment Adviser
has recruited a highly experienced wind professional to be the
investment director to oversee wind acquisitions. The ability to
acquire solar and wind portfolios together is also viewed as a
competitive advantage in an increasing number of purchase
opportunities the Investment Adviser is seeing. Another
complementary technology is subsidised hydro, albeit the market is
much smaller compared to solar and wind.
The Company's existing portfolio was built, predominantly, by
working with developers and contractors and based on the Investment
Adviser's experience in developing solar sites, the Board sees a
strategic benefit in being able to deploy a small percentage of
capital into UK solar development projects. The Board controls
pipeline quantity and quality and the Investment Adviser's in-house
technical expertise complements this approach. In the event that
'shovel ready' assets do not fit the return profile of the Company
there will be the opportunity to sell these development assets to
third parties.
The Investment Adviser continues to evaluate non-subsidised
solar projects and is also undertaking an assessment of
non-subsidised wind. Both have attractive return characteristics,
with solar playing to the Investment Adviser's investment,
technical and operational capabilities and wind offering the
potential for higher returns using synergies from the Investment
Adviser's asset management infrastructure. The recent drop in UK
power prices puts pressure on the Company's model but the cost
reduction dynamic of both technologies would indicate that subsidy
free investments will continue to be a viable, and economically
attractive, option over the long term. As the Company already has a
proven and successful power sales strategy and technical asset
management capability in place, the Company expects to be able to
deliver attractive risk weighted returns.
Storage technologies are the way for renewable energy to begin
to replace baseload capacity in order to manage the intermittent
nature of their generation. It is important, therefore, that the
Company has the ability to invest into the right energy storage
solutions at the appropriate time. It is also strategically
important as higher levels of intermittent generation are expected
to result in higher volatility in pricing creating an arbitrage
opportunity for storage operators, alongside other opportunities to
generate revenues. The Company holds the view that while the
economics of battery and other storage technologies remain
difficult to forecast, storage will be a vital part of the energy
transformation in the coming years and it continues its evaluation
of the competing technologies, both internally and with third party
advisers, and is preparing the ground to invest into energy storage
assets at the appropriate time.
The ability to invest up to 10 per cent. of GAV outside the UK
is a result of seeing a number of processes where there is a mix of
UK and non-UK assets on offer. The Board does not expect the
Company to be, nor is it the Company's policy to be, long term
holders of assets outside the UK.
As part of the Investment Policy change the Board is proposing
to de-link dividend targets from RPI. The Company intends to
continue to be the highest dividend payer in the sector on a pence
per share basis, though the Board needs to balance the level of
dividend with Shareholders' desire to see sustainable, ongoing
asset growth which brings with it the benefits of liquidity and
cost efficiencies and the potential to extend the life of the
Company's portfolio via new acquisitions.
The mandate change aims to update the Company's Investment
Policy in line with the evolution of the UK energy markets,
providing a platform that can continue to deliver attractive levels
of income in the coming years.
4. DIVID POLICY
Dividends will continue to be paid to Shareholders whenever, in
the opinion of the Directors, the financial position of the Company
justifies such payment, subject to the Company being able to
satisfy the solvency test, as defined under the Companies Law,
immediately after payment of such dividend.
The Board is expecting to set a target dividend of not less than
8.0 pence per Share for the financial year starting 1 July 2020.
The Board will seek to maintain this level of dividend, or grow it
progressively where appropriate thereafter, but there will no
longer be a formal dividend policy targeting an annual increase in
the dividend in line with RPI.
The dividend targets set out above are targets only and not
profit forecasts. There can be no assurance that these targets can
or will be met and they should not be seen as an indication of the
Company's expected or actual results or returns. The ability to
maintain or grow dividends is dependent upon a number of factors,
including future power prices.
5. CHANGES TO THE INVESTMENT ADVISORY AGREEMENT
The Board believes that the fee arrangements in place between
the Company and the Investment Adviser should be updated in order
to be better aligned with the revised dividend policy and to
encourage long-term strategic investment. This update includes the
removal of the existing variable fee, an amendment to the rate and
bands on which the annual fee is based and amendments to the term
of the Investment Advisory Agreement.
The variable fee currently provides for the Investment Adviser
to repay up to 35 per cent. of the annual base fee in the event
that, in a given financial period, the dividend paid is lower than
that of the RPI linked target, as well as the ability for the
Investment Adviser to earn additional fees up to an equivalent of
1.0 per cent. of NAV in the event that the RPI linked dividend
target is exceeded. Since IPO the Company has exceeded its dividend
target in 4 of its 5 full financial years of operation, resulting
in the payment of additional fees to the Investment Adviser, and
has met its dividend target in all other years.
As a result of the removal of this variable fee, the Investment
Adviser is forgoing the right to any additional fees in respect of
the retained earnings of the Company that have not already been
paid out by way of dividends in respect of prior reporting periods.
In addition the Investment Adviser will forgo any potential
variable fee in relation to the current reporting period up to 30
June 2020 as well as all future periods. The performance of the
portfolio, although unaudited at the date of this Circular,
indicates that the Company is forecast to deliver earnings
significantly ahead of the target dividend of 7.9 pence per share
for the financial year ending on 30 June 2020.
The table set out below shows the current annual base fee
payable to the Investment Adviser and the revised annual base fee
which will apply from 1 July 2020:
Current Annual Base Fee Revised Annual Base Fee
1.00 per cent. of the NAV up 0.80 per cent. of the NAV up
to and including GBP100 million to and including GBP750 million
---------------------------------
0.80 per cent. of the NAV above 0.75 per cent. of the NAV above
GBP100 million and up to and GBP750 million and up to and
including GBP200 million including GBP1 billion
---------------------------------
0.60 per cent. of the NAV above 0.65 per cent. of the NAV above
GBP200 million GBP1 billion
---------------------------------
The revised annual fee will continue to be payable monthly in
arrears in cash, and will be calculated on the prevailing NAV
reported in the most recent quarterly NAV calculation as at the
date of payment.
In addition to the revised fee arrangements set out above, the
Company and the Investment Adviser have also agreed to reset the
term of the Investment Advisory Agreement. On the Company's IPO,
the Investment Adviser was appointed for an initial fixed term of 5
years, with the Investment Advisory Agreement terminable on 12
months' notice in writing given by either party at any time after
the fourth anniversary of the Company's admission to the premium
segment of the Official List. With effect from 1 July 2020, it has
been agreed that the Investment Adviser will be appointed for an
initial three year term and thereafter terminable on 12 months'
notice in writing.
This term reflects the investments made by Bluefield Partners in
order to resource and deliver the next phase of growth for the
Company.
Following these changes the Board believes that the Company will
retain one of the lowest investment management fee structures among
its London listed renewable fund peer group.
For the avoidance of doubt, the proposed changes to the
Investment Advisory Agreement do not form part of the Investment
Policy Proposal and therefore are not subject to a shareholder
vote. The proposed Investment Advisory Agreement changes fall
within LR 11.10.10R of the Listing Rules.
The Company continues to engage Bluefield Services Limited
(BSL), a company that has the same ownership as that of the
Investment Adviser, to provide technical asset management,
financial compliance and reporting related to the operation of the
Group and of the solar project companies.
The Company also continues to engage Bluefield Operations
Limited (BOL), a company that has the same ownership as that of the
Investment Adviser, to provide operation and maintenance and other
services related to the operation of the solar project
companies.
6. RISKS ASSOCIATED WITH THE INVESTMENT POLICY PROPOSAL
The Board considers there to be few risks associated with the
Investment Policy Proposal, given that not less than 70 per cent.
of GAV will continue to be invested in UK based solar assets and
the additional flexibility provided by the amended Investment
Policy will also enable the Company to further diversify its
portfolio through exposure to other renewable technologies that are
closest to solar in terms of risk and return. However, Shareholders
should note that if the Amended Investment Policy is adopted the
introduction of new technologies into the portfolio will expose
investors to additional political, economic, social and technical
risks associated with those technologies and the Group will also be
able to invest up to 5 per cent. of GAV into UK renewable
development opportunities that are pre-construction and which may
not have the requisite planning approvals, licences or
authorisations or grid availability at the time of investment.
There may be construction delays or indeed failure to construct a
project.
In addition, Shareholders should note that removing the
requirement that all of the Company's assets be invested in the UK,
by permitting up to 10 per cent. of GAV to be invested in assets
outside the UK, means that an element of the Company's revenue may
be received from overseas. This might expose the Company to risks
associated with investments in different jurisdictions, such
as:
-- Legal and structuring risk - the risk that the Company may be
required to structure investments or contractual arrangements to
comply with the legal and regulatory requirements of such other
jurisdictions, which may not afford the Company the same level of
protection as if such investment were in the UK;
-- Insolvency risk - the risk that the Company and its
counterparties could be subject to an insolvency regime outside the
UK, which could be more debtor-friendly than the UK. Such
jurisdiction-specific insolvency regimes may negatively affect the
Company's recovery in a restructuring or insolvency;
-- Foreign exchange risk - the risk that changes in the rates of
exchange between sterling and another currency will cause the value
of any investment denominated in that currency, and any income
arising out of the relevant investment, to go down or up in
sterling terms. Such adverse currency movements could have an
adverse effect on the returns realised by the Company from its
portfolio;
-- Operational risk - the risk that, where the counterparties or
relevant assets are based outside the UK, the EPC contractors,
O&M contractors or their subcontractors may be required to
obtain additional licences in that jurisdiction (or the EPC
contractors or O&M contractors may be required to appoint local
subcontractors), which could further delay the installation or
maintenance of the relevant asset; and
-- Taxation risk - the risk of a change in the taxation regime
in any jurisdiction in which the Company invests, which may affect
the investment income received by the Company in respect of such
investment, for example if a rule change meant that withholding
taxes were applied to such investment income stream before being
paid to the Company.
7. PROPOSED DISAPPLICATION OF PRE-EMPTION RIGHTS
The Board has been advised by the Investment Adviser that, in
addition to the current investment pipeline available to it, the
broadening of the Company's investment policy will create a
significant number of new investment opportunities. In order to
provide the Company with further flexibility in terms of financing
such investment opportunities the Board now wishes to seek an
additional authority to allot Ordinary Shares on a non pre-emptive
basis.
Under the AGM Tap Authority, the Company currently has authority
to issue up to 36,988,353 Ordinary Shares on a non pre-emptive
basis and the Board is now seeking an additional authority to issue
up to a further 37,049,962 Ordinary Shares on a non pre-emptive
basis (the New Tap Authority). When aggregated with the existing
AGM Tap Authority, these authorities would represent approximately
19.98 per cent. of the Company's ordinary share capital, being
slightly less than the maximum number of shares permitted to be
issued in accordance with the 20 per cent. limit under the
Prospectus Regulation without having to incur the time and cost of
publishing a new prospectus. For this reason the New Tap Authority
maximises the Company's ability to issue new Ordinary Shares in a
flexible and cost efficient manner.
The disapplication of pre-emption rights in respect of the issue
of further New Ordinary Shares is required to be approved by
Shareholders pursuant to the Articles and Chapter 9 of the Listing
Rules and accordingly, the New Tap Authority is subject to the
passing of the Disapplication Resolution at the EGM.
If Shareholders grant the New Tap Authority at the Extraordinary
General Meeting, the Directors intend to use the net proceeds of
any share issuance under the Tap Authorities, either to repay debt
drawn down under the Acquisition Facility used to acquire assets in
the Group's portfolio or to finance further acquisitions of assets
in accordance with its investment objective and policy.
Any New Ordinary Shares issued pursuant to the Tap Authorities
will be issued at not less than the NAV per Ordinary Share (cum
income) at the time of the relevant issue plus a premium intended
to cover, at least, the expenses of any such issue of New Ordinary
Shares as determined by the Board at the time of each such issue.
Thus any such issue will not be dilutive to existing Shareholders
in terms of NAV per Ordinary Share.
In the event that New Ordinary Shares are issued pursuant to the
Tap Authorities, it is proposed that such New Ordinary Shares will
be allocated as nearly as reasonably possible, so that demand from
existing Shareholders is given priority over other investors, and,
where applicable, with a view to ensuring that existing
Shareholders are allocated such percentage of New Ordinary Shares
as is as close as possible to their existing percentage holding of
Ordinary Shares. Existing Shareholders will not, however, be
entitled to any minimum allocation of New Ordinary Shares in the
event of an issue pursuant to this authority and there can be no
guarantee that existing Shareholders wishing to participate in such
issue will receive all or some of the New Ordinary Shares for which
they have demand.
Both the Tap Authorities will expire at the conclusion of the
2020 AGM and it is presently intended that a resolution(s) for the
renewal of non pre-emptive issuance will again be proposed at the
next and each succeeding annual general meeting of the Company
(normally held in November). The New Ordinary Shares issued
pursuant to the Tap Authorities will be issued in registered form
and may be held in certificated or uncertificated form. Such New
Ordinary Shares issued will rank pari passu with the Ordinary
Shares then in issue (save for any dividends or other distributions
declared, made or paid by reference to a record date prior to the
issue of the relevant Ordinary Shares).
8. RISKS ASSOCIATED WITH THE PROPOSED DISAPPLICATION OF
PRE-EMPTION RIGHTS
In considering the Disapplication Resolution, Shareholders
should take the following into consideration:
-- The issue price of the New Ordinary Shares issued on a
non-pre-emptive basis under the Tap Authorities will not be lower
than the Net Asset Value per Ordinary Share at the time of their
issue. The issue price of the New Ordinary Shares will be
calculated by reference to the latest published unaudited Net Asset
Value per Ordinary Share (cum income). Such Net Asset Value per
Ordinary Share is determined on the basis of the information
available to the Company at the time and may be subject to
subsequent revisions. Accordingly, there is a risk that, had such
issue price been calculated by reference to information that
emerged after the calculation date, it could have been greater or
lesser than the issue price actually paid by the investors.
-- As explained above, it is proposed that New Ordinary Shares
issued under the Tap Authorities will be allocated as nearly as
reasonably possible, so that demand from existing Shareholders is
given priority over other investors, and, where applicable, with a
view to ensuring that existing Shareholders are allocated such
percentage of New Ordinary Shares as is as close as possible to
their existing percentage holding of Ordinary Shares. However,
there can be no guarantee that existing Shareholders wishing to
participate in such an issue will receive all or some of the New
Ordinary Shares for which they have demand and the issue of New
Ordinary Shares will be dilutive to the percentage holding of those
Shareholders to the extent that they do not participate in the
relevant issue in proportion to their existing holding.
9. EXTRAORDINARY GENERAL MEETING
The Proposals are conditional on the approval by Shareholders of
the Resolutions to be put to Shareholders at the Extraordinary
General Meeting which has been convened for 10.00 a.m. on 6 July
2020.
The Investment Policy Resolution will be proposed as an ordinary
resolution of the Company, requiring a simple majority of the votes
recorded. If the Investment Policy Resolution is passed, the
investment objective and investment policy of the Company will be
as set out in section 2.
The Disapplication Resolution will be proposed as a special
resolution of the Company requiring the approval of 75 per cent. or
more of the votes recorded. If the Disapplication Resolution is not
passed, the Company's ability to issue further New Ordinary Shares
by way of tap issues on a non pre-emptive basis will be limited to
the issue of 36,988,353 Ordinary Shares under the AGM Tap Authority
(representing approximately 9.98 per cent. of the Company's issued
share capital).
The Investment Policy Resolution and the Disapplication
Resolution are not conditional upon each other and if either
resolution is not approved this will not prevent the other
resolution from being passed.
With effect from 20 June 2020, the States of Guernsey will
implement Phase 5 of its transitional plan to ease the stay at home
and travel restrictions originally introduced on 25 March 2020 in
light of COVID-19. Whilst restrictions within the Bailiwick of
Guernsey have been eased, permitting gatherings to take place
within the Bailiwick of Guernsey, any persons arriving into the
Bailiwick of Guernsey are presently required to self-isolate for a
period of 14 days upon arrival. In light of the restrictions in
place from 20 June 2020, whilst Guernsey based shareholders are
permitted to physically attend the Extraordinary General Meeting,
shareholders from outside of the Bailiwick of Guernsey are strongly
encouraged to appoint the "Chairman of the Meeting" as their proxy
and provide voting instructions in advance of the EGM.
If the Board believes it has become necessary or appropriate to
make alternative arrangements for the holding of the Extraordinary
General Meeting due to COVID-19, it will ensure that Shareholders
are given as much notice as possible. Any further information will
be made available through an announcement to the London Stock
Exchange and through the Company's website:
www.bluefieldsif.com.
10. RECOMMENDATION
The Board considers the Proposals to be in the best interests of
the Company and Shareholders as a whole. Accordingly, the Board
recommends that Shareholders vote in favour of the Resolutions to
be proposed at the Extraordinary General Meeting, as the Directors
also intend to do so in respect of their own beneficial holdings
amounting to 1,340,211 Shares in aggregate, representing
approximately 0.37 per cent. of the current voting share capital of
the Company.
Capitalised terms used but not defined in this announcement will
have the same meaning as set out in the Circular.
A copy of the Circular will be uploaded to the National Storage
Mechanism and will shortly be available for inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
. The Circular will also shortly be available on the Company's
website at www.bluefieldsif.com where further information on the
Company can also be found.
LEI: 2138004ATNLYEQKY4B30
For further information:
Bluefield Partners LLP (Company Investment Tel: +44 (0) 20
Adviser) 7078 0020
James Armstrong /Neil Wood/Giovanni www.bluefieldllp.com
Terranova
Numis Securities Limited (Company Tel: +44 (0) 20
Broker) 7260 1000
Tod Davis / David Benda www.numis.com
Ocorian Administration (Guernsey) Tel: +44 (0) 1481
Limited 742 742
(Company Secretary & Administrator) www.ocorian.com
Kevin Smith
Media enquiries:
Buchanan (PR Adviser) Tel: +44 (0) 20
Henry Harrison-Topham / Victoria Hayns 7466 5000
/ Henry Wilson www.buchanan.uk.com
BSIF@buchanan.uk.com
Notes to Editors
About Bluefield Solar
Bluefield Solar is a sterling income fund focused on acquiring
and managing UK-based solar projects to generate renewable energy
for periods of typically 25 years or longer. The Company's primary
objective is to deliver to its shareholders stable, long term
sterling income via quarterly dividends, which are linked to RPI.
The majority of the Group's revenue streams are regulated and
non-correlated to traditional markets. 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 478
Megawatt peak (MWp).
Further information can be viewed at www.bluefieldsif.com
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 GBP1.5 billion of solar
PV funds and/or transactions in both the UK and Europe since 2008,
including over GBP800 million in the UK since December 2011.
Bluefield has led the acquisitions of, and currently advises on,
over 85 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 was appointed Investment Adviser to the Company in June
2013.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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