Scheme of Arrangement Becomes Effective
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
31 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)
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
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").
On 24 July 2026, BSIF announced that the required majority of Scheme Shareholders voted to approve the Scheme at the Court Meeting and the required majority of BSIF Shareholders voted in favour of the Special Resolution at the General Meeting.
On 30 July 2026, it was announced that the Secretary of State has determined that no further action would be taken under the National Security and Investment Act 2021 and that, consequently, the Condition set out in paragraph 3(a) of Part A of Part 4 of the Scheme Document had been satisfied.
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.
Sanction of Scheme
BSIF and Drax Bidco are pleased to announce that, at the Sanction Hearing held earlier today, the Royal Court of Guernsey sanctioned the Scheme and granted the Court Order in connection with the Acquisition. As the Conditions of the Acquisition have now been satisfied, or (where applicable) waived, the Scheme has today become Effective in accordance with its terms.
Further to the announcement made by BSIF and Drax Bidco on 1 June 2026, made pursuant to Rule 2.7 of the Code, regarding the Acquisition (the "Acquisition Announcement") and the publication of the Scheme Document, Drax confirms that, except as previously disclosed, there has been no material change affecting any matter contained in the Acquisition Announcement or the Scheme Document, in accordance with UKLR 7.3.3R of the UK Listing Rules.
Drax Group CEO, Will Gardiner, said:
"This is a transformational moment for Drax. By adding solar and wind to our portfolio for the first time, we are broadening the role we can play in supporting the UK's energy security and helping to decarbonise the power system.
As demand for electricity grows, the UK will need more renewable power, alongside the flexible generation and system support needed to keep the grid secure. This acquisition strengthens our platform for growth and will help us deliver long-term value for our shareholders.
We're proud to have been at the heart of Britain's energy system for sixty years, and we're investing in and evolving our business now to ensure we continue to deliver what the country needs for decades to come."
Settlement
Pursuant to the terms of the Scheme, Scheme Shareholders whose names appeared on the register of members of BSIF at the Scheme Record Time, being 6.00 p.m. on 30 July 2026, will be entitled to receive 92.574 pence in cash for each BSIF Share held.
Settlement of the Cash Consideration to which Scheme Shareholders are entitled under the terms of the Scheme will be effected in the manner set out in the Scheme Document as soon as practicable and in any event, no later than 14 August 2026.
Dealings in BSIF Shares
Dealings in BSIF Shares were suspended with effect from 7.30 a.m. today, 31 July 2026. Applications have been made to the FCA and the London Stock Exchange to cancel the listing of the BSIF Shares on the Official List and to cancel trading in BSIF Shares on the Main Market, which are expected to take effect by no later than 8.00 a.m. on 3 August 2026, at which point entitlements to BSIF Shares held within the CREST system will be cancelled and share certificates in respect of BSIF Shares will cease to be valid.
Board changes
As the Scheme has now become effective, BSIF duly announces that, with effect from today's date, Michael Gibbons, Glen Suarez, Meriel Lenfestey, Elizabeth Burne and Christopher Waldron have tendered their resignations and stepped down as non-executive directors of BSIF. Each of Daniel Peacock and Neil Cheetham have been appointed as directors of BSIF as of today's date.
Dealing disclosures
As a result of this announcement, BSIF is no longer in an "Offer Period" as defined in the Code and, accordingly, the dealing disclosure requirements previously notified to investors no longer apply.
Enquiries:
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BSIF |
To be contacted via Deutsche Numis |
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Deutsche Numis |
+44 (0) 20 7545 8000 |
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(Joint Financial Adviser and Corporate Broker to BSIF) Hugh Jonathan / Matt Goss |
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Rothschild & Co |
+44 (0) 20 7280 5000 |
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(Joint Financial Adviser to BSIF) Emmet Walsh / Jack Vellacott |
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Ocorian |
+44 (0) 1481 742 742 |
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(Company Secretary and Administrator to BSIF) Chezi Hanford |
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Burson Buchanan |
+44 (0) 20 7466 5000 |
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(PR Adviser to BSIF) Henry Harrison-Topham / Henry Wilson www.bursonbuchanan.com BSIF@buchanan.uk.com |
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Drax and Drax Bidco Enquiries: |
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Investor Relations: Mark Strafford mark.strafford@drax.com |
+44 (0) 7730 763 949
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Chris Simpson Chris.Simpson@drax.com |
+44 (0) 7923 257 815
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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
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J.P. Morgan Cazenove |
+44 (0) 20 3493 8000 |
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(Sole Financial Adviser and Corporate Broker to Drax and Drax Bidco) Robert Constant / Christopher Thiele James Robinson / Rupert Budge |
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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.
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