Results of Court & General Meetings
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
24 July 2026
RECOMMENDED CASH ACQUISITION
of
Bluefield Solar Income Fund Limited ("BSIF")
by
Drax Smart Generation Holdco Limited ("Drax Bidco")
(a wholly-owned subsidiary undertaking of Drax Group plc ("Drax"))
to be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)
RESULTS OF THE COURT MEETING AND THE GENERAL MEETING
On 1 June 2026, the boards of BSIF and Drax Bidco announced that they had reached agreement regarding the terms of a recommended all cash acquisition of BSIF by Drax Bidco pursuant to which Drax Bidco will acquire the entire issued share capital of BSIF (the "Acquisition").
The Acquisition is being implemented by way of a court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended) (the "Scheme") and is subject to the terms and conditions set out in the scheme document relating to the Acquisition published on 29 June 2026 (the "Scheme Document").
Capitalised terms used and not defined in this announcement have the meanings given to them in the Scheme Document. All references to times in this announcement are to times in London unless otherwise stated.
Results of the Court Meeting and the General Meeting
The BSIF Directors are pleased to announce that at the Court Meeting and General Meeting which were held earlier today in connection with the Acquisition:
· the requisite majority of Scheme Shareholders voted (in person or by proxy) to approve the Scheme at the Court Meeting; and
· the requisite majority of BSIF Shareholders voted (in person or by proxy) in favour of the Special Resolution at the General Meeting.
Full details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in Part 10 and Part 11 (respectively) of the Scheme Document.
The total number of BSIF Shares in issue at the Voting Record Time was 592,080,033.
Voting Results of the Court Meeting
The Court Meeting, convened in accordance with an order of the Court dated 26 June 2026, sought approval from Scheme Shareholders for the Scheme.
A majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 98.77 per cent. by value of those Scheme Shares, voted in favour of the resolution to approve the Scheme. Accordingly, the resolution proposed at the Court Meeting was duly passed. Each Scheme Shareholder present (either in person or by proxy) was entitled to one vote per Scheme Share held at the Voting Record Time.
The table below sets out the results of the poll conducted at the Court Meeting:
|
|
Scheme Shares voted |
Scheme Shareholders who voted |
No. of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at the Court Meeting(2) |
||
|
Number(1) |
%(1)(2) |
Number |
%(2) |
||
|
FOR |
353,792,860 |
98.77% |
40 |
81.63% |
59.75% |
|
AGAINST |
4,393,784 |
1.23% |
9 |
18.37% |
0.74% |
|
TOTAL (3) |
358,186,644 |
100% |
43 |
100% |
60.49% |
Notes:
(1) Where a Scheme Shareholder cast some of their votes 'for' and some of their votes 'against' the resolution, such Scheme Shareholder has been counted as having voted both 'for' and 'against' the resolution for the purposes of determining the number and percentage of Scheme Shareholders who voted.
(2) All percentages have been rounded down to the nearest two decimal places.
(3) The aggregate of Scheme Shareholders voting "for" and "against" the resolution as set out in this row exceeds the total number and percentage of Scheme Shareholders who voted because 6 registered members gave instructions for votes to be cast "for" the resolution in respect of part of their holding of Scheme Shares and "against" the resolution in respect of another part of their holding of Scheme Shares.
Voting Results of the General Meeting
The General Meeting sought approval for the Special Resolution, which was duly passed by the requisite majority. Each BSIF Shareholder present (either in person or by proxy) was entitled to one vote per BSIF Share held at the Voting Record Time.
The table below sets out the results of the poll conducted at the General Meeting:
|
|
Votes For |
Votes Against |
Total Votes |
Votes Withheld(2) |
||
|
Number |
%(1) |
Number |
%(1) |
Number |
Number |
|
|
Special Resolution |
352,296,411 |
99.02 |
3,495,243 |
0.98 |
355,791,654 |
1,257,238 |
Notes:
(1) All percentages have been rounded to the nearest two decimal places.
(2) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'for' or 'against' the Special Resolution.
Next steps and timetable
The outcome of today's Court Meeting and General Meeting means Conditions 2(a) and 2(b) (as set out in Part A of Part 4 of the Scheme Document) have been satisfied.
The Scheme remains subject to the satisfaction (or, where applicable, waiver) of the remaining Conditions set out in the Scheme Document, including satisfaction of the UK National Security and Investment Condition and the sanction of the Scheme by the Court.
The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 10 to 11 (inclusive) of the Scheme Document. On the basis of the current expected timetable, and subject to the satisfaction (or where applicable, waiver) of the remaining Conditions, the Scheme is expected to become Effective on 31 July 2026.
It is intended that the last day for dealings in, and registration of transfers of, BSIF Shares (other than the registration of the transfer of the Scheme Shares to Drax Bidco pursuant to the Scheme) will be the Business Day immediately prior to the Court Hearing, and no transfers will be registered after 6.00 p.m. on that date.
The BSIF Shares will be suspended from trading on the Main Market at 7.30 a.m. on the date of the Court Hearing, which is also expected to be the Effective Date. It is further intended that an application will be made to the London Stock Exchange to cancel trading in BSIF Shares on the Main Market, and to the FCA to cancel the listing of the BSIF Shares on the Official List, in each case with effect shortly following the Effective Date.
A copy of the Special Resolution passed at the General Meeting will be available for inspection on the BSIF website at https://bluefieldsif.com/strategic-review-and-formal-sales-process/ and will be submitted to the National Storage Mechanism where it will be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
|
BSIF |
To be contacted via Deutsche Numis |
|
|
|
|
Deutsche Numis |
+44 (0) 20 7545 8000 |
|
(Joint Financial Adviser and Corporate Broker to BSIF) Hugh Jonathan / Matt Goss |
|
|
|
|
|
Rothschild & Co |
+44 (0) 20 7280 5000 |
|
(Joint Financial Adviser to BSIF) Emmet Walsh / Jack Vellacott |
|
|
|
|
|
Ocorian |
+44 (0) 1481 742 742 |
|
(Company Secretary and Administrator to BSIF) Chezi Hanford |
|
|
|
|
|
Burson Buchanan |
+44 (0) 20 7466 5000 |
|
(PR Adviser to BSIF) Henry Harrison-Topham / Henry Wilson www.bursonbuchanan.com BSIF@buchanan.uk.com |
|
|
|
|
|
Drax and Drax Bidco Enquiries: |
|
|
Investor Relations: Mark Strafford mark.strafford@drax.com |
+44 (0) 7730 763 949
|
|
Chris Simpson Chris.Simpson@drax.com |
+44 (0) 7923 257 815
|
|
Media: Drax External Communications: Chris Mostyn Chris.Mostyn@drax.com Andy Low andrew.low@drax.com |
+44 (0) 7743 963 483
+44 (0) 7841 068 415
|
|
|
|
|
J.P. Morgan Cazenove |
+44 (0) 20 3493 8000 |
|
(Sole Financial Adviser and Corporate Broker to Drax and Drax Bidco) Robert Constant / Christopher Thiele James Robinson / Rupert Budge |
|
Further information
If you are in any doubt as to the contents of this announcement or the action which you should take, you are recommended to consult your stockbroker, solicitor, accountant, bank manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, the Protection of Investors (Bailiwick of Guernsey) Law, 2020 if you are resident in Guernsey, or, if you are not so resident, from another appropriately authorised independent financial adviser.
Important notice
This announcement does not constitute or form part of an offer or an invitation to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities, or a solicitation of an offer to buy any securities or of any vote or approval pursuant to the Acquisition.
The contents of this announcement do not amount to, and should not be construed as, legal, tax, business or financial advice.
The statements contained in this announcement are made as at the date of this announcement, unless some other date is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
Notices relating to financial advisers
Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG (trading for these purposes as Deutsche Numis) ("Deutsche Numis") is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at 21 Moorfields, London, EC2Y 9DB, United Kingdom. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Numis is authorised by the Prudential Regulation Authority ("PRA"). It is subject to regulation by the Financial Conduct Authority and limited regulation by the PRA. Deutsche Numis is acting for BSIF and for no one else in connection with the subject matter of this announcement and will not regard any other person (whether or not a recipient thereof) as its client and will not be responsible to anyone other than BSIF for providing the protections afforded to clients of Deutsche Numis or for advising any such person in connection with the subject matter of this announcement, or any transaction or arrangement referred to therein.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for BSIF and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than BSIF for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Drax Bidco and Drax and no one else in connection with the subject matter of this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Drax Bidco and Drax for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in connection with the subject matter of this announcement.
Publication on website
A copy of this announcement (as well as the Scheme Document and the documents required to be published by Rule 26 of the Code) will be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Drax Bidco's website at https://www.drax.com/investors/bluefield-solar-income-fund-limited/ and BSIF's website at https://bluefieldsif.com/strategic-review-and-formal-sales-process/ respectively by no later than 12 noon (London time) on the Business Day following publication of this announcement.
For the avoidance of doubt, the contents of these websites and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of this announcement.
Availability of hard copies
In accordance with Rule 30.3 of the Code, BSIF Shareholders and persons with information rights may request a hard copy of this announcement free of charge, by: (i) contacting Computershare Investor Services (Guernsey) Limited during business hours on +44 (0) 370 707 4040 (lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales)); or (ii) by submitting a request via email on info@computershare.co.je. A person so entitled may also request that all future documents, announcements and information in relation to the Acquisition be sent to them in hard copy form.
If you would like to request a hard copy of this announcement, please contact BSIF's registrar, Computershare, at Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, or during business hours on +44 (0) 370 707 4040. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). Alternatively, you can email Computershare at info@computershare.co.je. Please note that Computershare cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
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