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Bluefield Solar Inc. (BSIF)

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Wednesday 11 May, 2022

Bluefield Solar Inc.

Acquisition, RCF Expansion and Proposed Issue

RNS Number : 0229L
Bluefield Solar Income Fund Limited
11 May 2022
 

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. PLEASE SEE THE SECTION ENTITLED "IMPORTANT NOTICE" TOWARDS THE END OF THIS ANNOUNCEMENT.

This Announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority (the "FCA") and not a prospectus. Investors participating in the Placing (as defined below) should not purchase or subscribe for any transferable securities referred to in this Announcement except on the basis of information contained in a prospectus published by Bluefield Solar Income Fund Limited (the "Company") on 29 June 2021, as supplemented by a first supplementary prospectus published on 14 February 2022 and by a second supplementary prospectus published on 7 March 2022, (together the "Prospectus") and not in reliance on this Announcement. Approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus. This Announcement does not constitute, and may not be construed as, an offer to sell or an invitation or recommendation to purchase, sell or subscribe for any securities or investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. Copies of the Prospectus, subject to certain access restrictions, are available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website (www.bluefieldsif.com). 

This Announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction in which the same would be unlawful. Neither this Announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

 

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.

11 May 2022

Bluefield Solar Income Fund Limited

("Bluefield Solar" or the "Company")

 

Significant acquisition of a 93.2MWp UK-based solar and wind portfolio

Expansion of RCF and Proposed Issue

Launch of Placing and Offer for Subscription

 

Highlights

 

· 64.9 MWp portfolio of 15 solar assets

· 28.3 MWp portfolio of 4 wind assets

· c.57% proportion of fixed and regulated revenues projected from the portfolio

· Equity consideration of £112.4 million

· Enlarged and fully drawn revolving credit facility of £200 million with RBSi and Santander UK

· Proposed issue of New Ordinary Shares at 130 pence per share through a Placing and Offer for Subscription

 

Bluefield Solar (LON: BSIF), the income fund focused on acquiring and managing UK-based renewable energy and storage assets, is pleased to announce the acquisition of a 93.2 megawatt peak ( " MWp " ) operational solar and wind portfolio from a UK based fund manager (the "Acquisition") and its intention to raise new equity capital under the Company's existing placing programme, together with an offer for subscription.

 

As detailed in the Prospectus, the Company will raise new equity through the placing (the "Placing") of new Ordinary Shares (the "New Ordinary Shares") at a price of 130 pence per New Ordinary Share (the "Issue Price"). In addition, the Company is proposing to raise up to the Sterling equivalent of €8 million pursuant to an offer for subscription (the "Offer for Subscription" and together with the Placing, the "Issue").

 

The Issue Price of 130 pence per New Ordinary Share represents a premium of 4.0% to the Company's ex-dividend net asset value per share ("NAV") as at 31 March 2022 (adjusted to reflect the second interim dividend of 2.03 pence which will be paid to shareholders on the register as at 13 May 2022) and a discount of 5.8% to the closing share price as at 10 May 2022.

 

The proceeds raised will be used to pay down the Company's
Revolving Credit Facility, which is now fully drawn at £200 million as at 10 May 2022, and to provide additional resources to pursue the Company's investment pipeline.

 

Acquisition of Portfolio

 

The portfolio has been acquired for an equity consideration of £112.4 million and consists of fifteen solar photovoltaic ("PV") plants with a total installed capacity of 64.9 MWp and four wind farms with a total installed capacity of 28.3 MWp. The portfolio assets are located across England, Wales, Northern Ireland and Scotland.

 

Of the solar projects, five are accredited under the feed-in-tariff ("FIT") regime and ten of the projects are accredited under the Renewable Obligation Certificate ("ROC") regime with tariffs of 1.2-1.6 ROCs. All of the wind farms are accredited under the ROC regime, with tariffs of 0.9-1.0 ROCs.  In the period 2021-2035, the proportion of fixed and regulated revenues from this portfolio is projected to be approximately 57%. As at the locked box date  of the sale and purchase agreement (being 31 December 2020), the portfolio had net third party long term debt of £74.8. million.

 

 

New and Enlarged RCF

 

The Company is pleased to announce that the Acquisition has been initially financed using the Company's new and enlarged £100.0 million revolving credit facility ("RCF"), provided equally by RBSi and Santander UK, which as well as being extended to May 2024 (with an option to extend to May 2025), also contains a new accordion tranche of up to a further £100.0 million. The margin on the facility has also been lowered from 2.0% to 1.9%. Following this acquisition, the Company is now fully drawn on this facility and total outstanding debt stands at approximately £591.9 million representing 48.8% of Gross Asset Value ("GAV").

 

John Rennocks, Chairman of Bluefield Solar said: "This, the Company's largest portfolio acquisition to date, not only marks our third purchase of operational wind assets within twelve months, but also adds a very attractively sized portfolio of highly regulated solar assets with a substantial proportion of inflation linked revenues to the Company's significant existing portfolio. We are delighted to announce the proposed Issue outlined in this announcement via a Placing and Offer for Subscription to pay down the Company's fully drawn credit facility and provide Bluefield Solar with further capital to grow and diversify its portfolio. The Board and our Investment Adviser continue to carefully assess a strong pipeline of opportunities across both primary and secondary markets."

 

Bryan Fashola, Relationship Director at RBS International Limited, Institutional Banking, said: "Investment into renewable energy and climate-related financing sits at the heart of the Bank's purpose. As Bluefield Solar's core relationship Bank, we are delighted to continue our support as they  expand their investment in this space and we look forward to supporting the Company with their growth programme in the years to come, whilst accelerating the transition to a Net Zero carbon economy."  

Jonathan Corcoran, Director, Specialised and Project Finance at Santander UK, said: "We are delighted to support Bluefield Solar with this revolving credit facility. Santander UK strongly supports clients such as Bluefield Solar that are bringing positive environmental change through their investment in the UK's ability to produce a reliable flow of electricity from renewable sources."

Background to the Proposed Issue

Over the last nine months the Company has acquired assets with a cumulative enterprise value of c. £325 million, continuing the successful diversification of the Company's UK asset base into wind and storage assets. Onshore wind assets are close in risk profile to solar and complementary in generation and revenue production and provide a stable and highly regulated cash flow, whilst storage offers an excellent hedge to the power price volatility that intermittent renewable generation is increasingly creating. It also offers the ability for the Company to capture enhanced returns, on a carefully managed risk adjusted basis, relative to the predictability of earnings from its solar and wind portfolio.

 

Following completion of the Acquisition and the transactions noted above, the Company's total outstanding debt has increased to £591.9 million and the total installed capacity of its portfolio has grown to 766MWp.  The leverage level of the Company has increased from 39.5% to c. 48.8% of GAV. Included in the total outstanding debt is the enlarged revolving credit facility which is now fully drawn at £200million.  

 

The Company remains exceptionally well placed in its ambition to sustain growth and give active support to the de-carbonisation of UK electricity and the UK Government's net-zero ambitions through its exciting portfolio of future development opportunities totalling over 600MWp, including ready to build solar projects (108MWp) and battery storage projects (125MW) and the Company's intention to begin construction in H2 2022 and energise in H1 2023.

 

As ever, the Investment Adviser continues to evaluate further solar, wind and battery storage investment opportunities with the current pipeline of future potential investment opportunities totalling £600 million (equivalent to over 430 MWp) including near term opportunities totalling £120  million.

 

The Board will continue to ensure that these potential new projects are capable of enhancing dividends through a judicious use of further debt and equity financing.

 

Details of the Placing

 

The Placing will be made to Qualified Investors (within the meaning of Article 2(e) of the UK version of Regulation (EU) 2017/2019 which is part of UK domestic law by virtue of the EUWA, as amended) (the "UK Prospectus Regulation") through Numis Securities Limited ("Numis"), subject to the terms and conditions set out in Appendix 1 (Terms and Conditions of the Initial Placing and each Subsequent Placing) of the Prospectus. The allocation of any New Ordinary Shares to any Qualified Investor shall be at the absolute discretion of Numis (in consultation with the Company and Bluefield Partners LLP (the "Investment Adviser")).

 

The Placing is expected to close at 12.00 p.m. (London time) on Wednesday, 25 May 2022, but may close earlier or later at the absolute discretion of the Company (subject only to the consent of Numis).

   

Qualified Investors are invited to apply for New Ordinary Shares by contacting Numis on the contact details below.

 

It is intended that New Ordinary Shares issued pursuant to the Placing will be allocated as equitably as possible, so that demand from existing Shareholders who are eligible to participate in the Placing is given priority over other investors, and, where applicable, with a view to ensuring that such 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, for the avoidance of doubt, the Placing is not being conducted on a formal statutory pre-emptive basis and accordingly there can be no guarantee that existing Shareholders wishing to participate in the Placing will receive all or some of the New Ordinary Shares for which they have applied. The decision to allot New Ordinary Shares to any Qualified Investor shall be at the absolute discretion of the Company and Numis.

 

Numis, in agreement with the Company, may choose to accept orders under the Placing, either in whole or in part, and may scale down any orders for this purpose, on such basis as the Company and Numis may determine.  Numis may also, notwithstanding the above, subject to the prior consent of the Company: (i) allocate New Ordinary Shares after the time of any initial allocation to any person submitting an order after that time; and (ii) allocate New Ordinary Shares after the Placing has closed to any person submitting an order after that time. 

 

By making an offer to subscribe for New Ordinary Shares under the Placing, investors will be deemed to have accepted the terms and conditions set out in Appendix 1 (Terms and Conditions of the Initial Placing and each Subsequent Placing) of the Prospectus, or such other terms as may be agreed by the Company and the relevant subscriber.  An investor that has made an offer to subscribe for New Ordinary Shares under the Placing accepts that following the closing of the Placing such offer shall be irrevocable and may not be withdrawn or amended without the consent of the Directors.  Upon being notified of its allocation of New Ordinary Shares in the Placing, an investor shall be contractually committed to acquire the number of New Ordinary Shares allocated to it at the Issue Price per New Ordinary Share allocated to it.

 

Details of the Offer for Subscription

 

The Board believes it is important to ensure that the Company's retail shareholders have the opportunity to participate in the Issue and is therefore launching the Offer for Subscription to provide retail investors with the ability to subscribe for New Ordinary Shares in the Issue.

 

There is a minimum subscription amount of 1,000 New Ordinary Shares at the Issue Price per applicant under the terms of the Offer for Subscription. The Company reserves the right to scale back any order at its absolute discretion, following consultation with Numis and the Investment Adviser. The Company also reserves the right to reject any application for subscription under the Offer for Subscription without giving any reason for such rejection.

The Offer for Subscription is being made under an exemption against the need for an approved prospectus provided for under the Financial Services and Markets Act 2000. As such, no prospectus or offering document has been or will be published pursuant to the UK Prospectus Regulation in connection with the Offer for Subscription, nor will any such prospectus be submitted to be approved by the Financial Conduct Authority.

The Offer for Subscription is only being made in the United Kingdom and Guernsey.

The quantum of the Offer for Subscription shall not exceed the Sterling equivalent of €8.0 million.

The Offer for Subscription is conditional upon Admission (as defined below) of the New Ordinary Shares becoming effective and the Placing Agreement becoming unconditional in all respects in relation to the Placing and not having been terminated on or before Admission.

 

To participate in the Offer for Subscription, investors should complete the Offer for Subscription form ("Application Form"), which can be found on the Company's website at  www.bluefieldsif.com , and return it, by post to Link Group, Corporate Actions, 10 th  Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL  (or for applications which are to be paid  only  by DvP in CREST or by electronic CHAPS bank transfer the Application Form can be sent by PDF by email to  [email protected]  (applications for payments to be made by cheque cannot be accepted by email, as the physical cheque payment needs to accompany the Application Form)), so as to be received by the Receiving Agent by no later than 11.00 a.m. on 24 May 2022, together in each case with payment in full in respect of the subscription.

 

The Offer for Subscription is being made on the terms and subject to the conditions set out in the Appendix to this Announcement.

 

Investors that wish to subscribe for New Ordinary Shares via their broker or platform may do so by requesting their broker or platform subscribe for New Ordinary Shares on their behalf, subject to the terms and conditions between the investor and their broker or platform.

 

By making an application to subscribe for New Ordinary Shares under the Offer for Subscription, investors will be deemed to have accepted the terms and conditions set out below in the Appendix to this Announcement.  An investor that has made an application to subscribe for New Ordinary Shares under the Offer for Subscription accepts that such application shall be  irrevocable without the consent of the Board .  Upon being notified of its allocation of New Ordinary Shares in the Offer for Subscription, an investor shall be contractually committed to acquire the number of New Ordinary Shares allocated to it at the Issue Price per New Ordinary Share.

 

Use of proceeds

The Board intends to use the net proceeds of the Issue to reduce the amount drawn down under the Company's Revolving Credit Facility, which stands fully drawn at £200 million, as well as providing funding for construction of c. £120 million of ready to build solar (108MWp) and storage (125MWp) projects and opportunities in the Company's wider deal pipeline.

 

General

 

The New Ordinary Shares issued pursuant to the Issue will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid. For the avoidance of doubt, any New Ordinary Shares issued pursuant to the Issue will not be entitled to the second interim dividend declared on 4 May 2022.

 

Applications will be made for the New Ordinary Shares issued pursuant to the Issue to be admitted to the premium segment of the Official List, and to trading on the London Stock Exchange's main market for listed securities ("Admission").

It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on Monday, 30 May 2022.

 

Expected Timetable for the Issue

 

Event

Date

Placing and Offer for Subscription open

11 May 2022

Latest time and date for receipt of completed Application Forms and payment in full under the Offer for Subscription

11.00 a.m. on 24 May 2022

Latest time and date for commitments under the Placing

12.00 p.m. on 25 May 2022

A nnouncement of results of the Issue

26 May 2022

Admission and dealing in New Ordinary Shares commence

8.00 a.m. on 30 May 2022

 

Each of the times and dates set out above and mentioned elsewhere in this Announcement may be adjusted by the Company, in which event details of the new times and dates will be announced via a Regulatory Information Service. References to a time of day are to London time.

 
Numis is acting as sole sponsor and bookrunner in respect of the Issue.

Capitalised terms shall have the meanings attributed to them in the Prospectus unless otherwise defined in this Announcement.

Sell side analyst call

There will be a remote call for sell side analysts at 11:00am this morning on the Acquisition hosted by the Investment Adviser where there will be an opportunity for Q&A. To register for the details please contact Buchanan at [email protected] .

 

For further information:

 

Bluefield Partners LLP (Investment Adviser)
James Armstrong / Neil Wood / Giovanni Terranova

Tel: +44 (0) 20 7078 0020
www.bluefieldllp.com

Numis Securities Limited (Broker)
Tod Davis / David Benda / Vicki Paine

Tel: +44 (0) 20 7260 1000
www.numis.com

Ocorian (Company Secretary & Administrator)
Patrick Ogier

Tel: +44 (0) 1481 742 742
www.ocorian.com

Media enquiries:
Buchanan (PR Adviser)
Henry Harrison-Topham / Henry Wilson


Tel: +44 (0) 20 7466 5000
www.buchanan.uk.com
[email protected]

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

 

The contents of this Announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Numis Securities Limited ( " Numis " ) solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended.

 

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 (whether or not a recipient of this Announcement or the Prospectus) 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, the contents of this Announcement or any other matter referred to in this Announcement. 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). This Announcement is not an offer of securities for sale into the United States. 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 proposed issue of New Ordinary Shares will be made (i) outside the United States in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S and (ii) to persons located inside the United States or to U.S. Persons (as defined in Regulation S under the U.S. Securities Act)  that are ''qualified institutional buyers'' (as the term is defined in Rule 144A under the U.S. Securities Act) that are also ''qualified purchasers'' within the meaning of section 2(A)(51) of the U.S. Investment Company Act (as defined below) in reliance on an exemption from registration provided by section 4(A)(2) under the U.S. Securities Act and that have signed a US investor letter in a form satisfactory to the Company and Numis.

 

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.

 

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Ordinary Shares in any jurisdiction including, without limitation, the United States, Australia, Canada, Japan or the Republic of South Africa or any member state of the EEA (as defined below) (other than any member state of the EEA where the Company's securities may be lawfully marketed) or any other jurisdiction in which such offer or solicitation is or may be unlawful (an "Excluded Territory"). This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in an Excluded Territory unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

 

No application to market the New Ordinary Shares has been made by the Company under the relevant private placement regimes in any member state of the European Economic Area (the "EEA") other than the Republic of Ireland, Luxembourg and the Netherlands. No marketing of New Ordinary Shares in any member state of the EEA other than, the Republic of Ireland, Luxembourg and the Netherlands will be undertaken by the Company save to the extent that such marketing is permitted by Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010, and the EU AIFM Delegated Regulation the AIFM Directive as implemented in the relevant member state of the EEA.

 

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 an offer of the New Ordinary Shares or 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.  

 

Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this Announcement nor, unless previously published by means of an RIS announcement, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company. This Announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this Announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company. Approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus.

 

The information in this Announcement is for background purposes only and does not purport to be full or complete. None of the Company, Bluefield Partners LLP (the " Investment Adviser " ), Numis or any of their respective affiliates accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this Announcement, including the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this Announcement or its contents or otherwise arising in connection therewith. Apart from the liabilities and responsibilities (if any) which may be imposed on Numis and the Investment Adviser by the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder, the Company, the Investment Adviser and Numis and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this Announcement or its contents or otherwise arising in connection therewith.

 

This Announcement includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "forecasts", "projects", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. All forward-looking statements address matters that involve risks and uncertainties and are not guarantees of future performance. Accordingly, there are or will be important factors that could cause the Company's actual results of operations, performance or achievement or industry results to differ materially from those indicated in these statements. Any forward-looking statements in this Announcement reflect the Company's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. These forward-looking statements apply only as of the date of this Announcement. The Company, the Investment Adviser and Numis expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, as amended, the Prospectus Regulation Rules of the FCA, UK MAR or other applicable laws, regulations or rules.

 

The value of securities in the Company and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements.  When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

 

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. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis will only procure investors through the Placing who meet the criteria of professional clients and eligible counterparties.

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.

PRIIPs Regulation

In accordance with the UK version of the EU PRIIPs Regulation (1286/2014) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK PRIIPs Laws"), a key information document in respect of an investment in the ordinary shares of the Company has been prepared by the Company and is available to investors at www.bluefieldsif.com. If you are distributing any class of shares in the Company, it is your responsibility to ensure that the relevant key information document is provided to any clients that are "retail clients".

 



 

APPENDIX

TERMS AND CONDITIONS OF APPLICATION UNDER THE OFFER FOR SUBSCRIPTION

References in these terms and conditions of application under the Offer for Subscription (the Terms and Conditions of Application) to the Announcement are to the announcement dated 10 May 2022 published by the Company relating, inter alia, to the Offer for Subscription (the Announcement).

Save where the context requires otherwise, terms used in these Terms and Conditions of Application bear the same meaning as used in the Announcement.

The Offer for Subscription (as defined in the Announcement) is being made under the exemption against the need for an approved prospectus provided for under section 86(1) of FSMA. As such, no prospectus or offering document has been or will be published pursuant to the UK Prospectus Regulation in connection with the Offer for Subscription, nor will any such prospectus be submitted to be approved by the Financial Conduct Authority (the FCA).

Accordingly, all applications will be made solely on the basis of information published by the Company in accordance with the FCA's Disclosure Guidance and Transparency Rules, the Company's pre-investment disclosure document prepared for the purposes of complying with regulation 59(2)(b) of the Alternative Investment Fund Managers Regulations 2013, as amended, and the key information document (the KID) relating to the New Ordinary Shares (collectively Regulatory Information).

1  Introduction

The New Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company, for whom an investment in New Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme.

In the case of a joint application, references to you in these Terms and Conditions of Application are to each of you, and your liability is joint and several.  Please ensure that you read these Terms and Conditions of Application in full before completing the Application Form.

If you apply for New Ordinary Shares under the Offer for Subscription, you will be agreeing with the Company, Link Market Services (Guernsey) Limited (the Registrar) and Link Market Services Limited (trading as Link Group) (the Receiving Agent) to the Terms and Conditions of Application set out below.

The Application Form referred to in these Terms and Conditions of Application is available from the Company's website https://bluefieldsif.com.

2  Offer to acquire New Ordinary Shares

2.1  Your application must be made on the Application Form available from the Company's website https://bluefieldsif.com, or as may be otherwise published by the Company.  By completing and delivering an Application Form, you, as the applicant, and, if you sign the Application Form on behalf of another person or a corporation, that person or corporation:

(a)  offer to subscribe for such number of New Ordinary Shares specified in Box 1 on your Application Form (or such lesser number for which your application is accepted) at the Issue Price (being 130 pence per New Ordinary Share) on the terms, and subject to the conditions, set out in these Terms and Conditions of Application and the Company's memorandum of incorporation and articles of incorporation;

(b)  agree that, in consideration of the Company agreeing that it will not, prior to the date of admission of the New Ordinary Shares to the premium segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities (Admission), offer for subscription such New Ordinary Shares to any person other than by means of the procedures referred to in these Terms and Conditions of Application, your application may not be revoked and that this paragraph shall constitute a collateral contract between you and the Company which will become binding upon despatch by post to, or in the case of delivery by hand on receipt by the Receiving Agent of, your Application Form;

(c)  undertake to pay the aggregate Issue Price for the number of New Ordinary Shares specified in your Application Form, and warrant that the remittance accompanying your Application Form will be honoured on first presentation and agree that if such remittance is not so honoured you will not be entitled to receive the share certificates for the New Ordinary Shares applied for in certificated form or be entitled to commence dealing in the New Ordinary Shares applied for in uncertificated form or to enjoy or receive any rights in respect of such New Ordinary Shares unless and until you make payment in cleared funds for such New Ordinary Shares and such payment is accepted by the Receiving Agent (which acceptance shall be in its absolute discretion and on the basis that you indemnify the Receiving Agent and the Company against all costs, damages, losses, expenses and liabilities arising out of, or in connection with, the failure of your remittance to be honoured on first presentation) and the Company may (without prejudice to any other rights it may have) void the agreement to allot the New Ordinary Shares and may allot them to some other person, in which case you will not be entitled to any refund or payment in respect thereof (other than the refund by way of a cheque, in your favour, at your risk, for an amount equal to the proceeds of the remittance which accompanied your Application Form, without interest);

(d)  agree that where on your Application Form a request is made for New Ordinary Shares to be deposited into a CREST Account, the Receiving Agent may in its absolute discretion amend the form so that such New Ordinary Shares may be issued in certificated form registered in the name(s) of the holders specified in your Application Form (and recognise that the Receiving Agent will so amend the form if there is any delay in satisfying the identity of the applicant or the owner of the CREST Account or in receiving your remittance in cleared funds);

(e)  agree, in respect of applications for New Ordinary Shares in certificated form (or where the Receiving Agent exercises its discretion pursuant to paragraph 2.1(d) above to issue New Ordinary Shares in certificated form), that any share certificate to which you or, in the case of joint applicants, any of the persons specified by you in your Application Form may become entitled (and any monies returnable to you) may be retained by the Receiving Agent:

(i)  pending clearance of your remittance;

(ii)  pending investigation of any suspected breach of the warranties contained in paragraph 6 below or any other suspected breach of these Terms and Conditions of Application; or

(iii)  pending any verification of identity which is, or which the Receiving Agent considers may be, required for the purpose of the Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law, 1999 (as amended or replaced from time to time), ordinances, rules and regulations made thereunder, and the Guernsey Financial Services Commission's Handbook on Countering Financial Crime and Terrorist Financing (as amended, supplemented and/or replaced from time to time) (the Guernsey AML Requirements), and any interest accruing on such retained monies shall accrue to and for the benefit of the Company;

(f)  agree, on the request of the Receiving Agent, to disclose promptly in writing to it such information as the Receiving Agent may request in connection with your application and authorise the Receiving Agent to disclose any information relating to your application which it may consider appropriate;

(g)  agree that, if evidence of identity satisfactory to the Receiving Agent is not provided to the Receiving Agent within a reasonable time (in the opinion of the Company) following a request therefor, the Company or the Receiving Agent may terminate the agreement with you to allot New Ordinary Shares and, in such case, the New Ordinary Shares which would otherwise have been allotted to you may be re-allotted or sold to some other party and the lesser of your application monies or such proceeds of sale (as the case may be, with the proceeds of any gain derived from a sale accruing to the Company) will be returned to you by cheque in your favour without interest and at your risk;

(h)  agree that you are not applying on behalf of a person engaged in money laundering, drug trafficking or terrorism;

(i)  undertake to ensure that, in the case of an Application Form signed by someone else on your behalf, the original of the relevant power of attorney (or a complete copy certified by a solicitor or notary) is enclosed with your Application Form together with full identity documents for the person so signing;

(j)  undertake to pay interest at the rate described in paragraph 3.3 below if the remittance accompanying your Application Form is not honoured on first presentation; and

(k)  authorise the Receiving Agent to procure that there be sent to you definitive certificates in respect of the number of New Ordinary Shares for which your application is accepted or if you have completed Box 3B on your Application Form, but subject to paragraph 2.1(d) above, to deliver the number of New Ordinary Shares for which your application is accepted into CREST, and/or to return any monies returnable by cheque in your favour without interest and at your risk;

(l)  confirm that you have read and complied with paragraph 8 of these Terms and Conditions of Application;

(m)  agree that all subscription payments by cheque and electronic CHAPS bank transfers will be processed through the following two bank accounts opened with the Receiving Agent:

(i)  For cheque Payments: Link Market Services Ltd Re: Bluefield Solar Income Fund Limited- OFS A/C

(ii)  For  electronic CHAPS payments: Link Market Services Ltd Re: Bluefield Solar Income Fund Limited - OFS CHAPs A/C; and

(n)  agree that your Application Form is addressed to the Receiving Agent acting as agent for the Company.

2.2  Any application may be rejected in whole or in part at the sole discretion of the Company.

2.3  The number of New Ordinary Shares available under the Offer for Subscription will be limited so that the aggregate value of such New Ordinary Shares at the Issue Price will not exceed £6,846,970 (being the Sterling equivalent of €8 million, calculated using a FX rate of £1: €1.1684, rounded down to the nearest pound).

3  Acceptance of your offer for subscription

3.1  The Receiving Agent may, on behalf of the Company, accept your offer to subscribe (if your application is received, valid (or treated as valid), processed and not rejected).

3.2  The right is reserved notwithstanding the basis as so determined to reject in whole or in part and/or scale back any application. The right is reserved to treat as valid any application not complying fully with these Terms and Conditions of Application or not in all respects completed or delivered in accordance with the instructions accompanying the Application Form.  In particular, but without limitation, the Company may accept an application made otherwise than by completion of an Application Form where you have agreed with the Company in some other manner to apply in accordance with these Terms and Conditions of Application.  The Company and Receiving Agent reserves the right (but shall not be obliged) to accept Application Forms and accompanying remittances which are received otherwise than in accordance with these Terms and Conditions of Application.

3.3  The Receiving Agent will present all cheques and bankers' drafts for payment on receipt and will retain documents of title and surplus monies pending clearance of successful applicants' payment.  The Receiving Agent may, as agent of the Company, require you to pay interest or its other resulting costs (or both) if the payment accompanying your application is not honoured on first presentation. If you are required to pay interest you will be obliged to pay the amount determined by the Receiving Agent, to be the interest on the amount of the payment from the date on which all payments in cleared funds are due to be received until the date of receipt of cleared funds. The rate of interest will be the then published bank base rate of a clearing bank selected by the Receiving Agent plus 2 per cent. per annum. The right is also reserved to reject in whole or in part, or to scale down or limit, any application. Applications accompanied by a post-dated cheque will not be accepted.

3.4  The Company reserves the right in its absolute discretion (but shall not be obliged) to accept applications for less than the minimum of 1,000 New Ordinary Shares.

4  Conditions

4.1  The contracts created by the acceptance of applications (in whole or in part) under the Offer for Subscription will be conditional upon, inter alia:

(a)  Admission occurring by not later than 8.00 a.m. on 30 May 2022 (or such later time or date, not being later than 30 June 2022, as the Company and Numis Securities Limited (Numis) may agree); and

(b)  the placing agreement between the Company, Bluefield Partners LLP (the Investment Adviser) and Numis dated 29 June 2021 becoming otherwise unconditional in all respects in relation to the Placing (save as to Admission of the New Ordinary Shares), and not being terminated in accordance with its terms before Admission becomes effective.

5  Return of Application Monies

Where application monies have been banked and/or received, if any application is not accepted in whole, or is accepted in part only, or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance of the amount paid on application will be returned without interest and after the deduction of any applicable bank charges by crossed cheque in your favour, by post at the risk of the person(s) entitled thereto or back to the bank where the funds originated from if payment is made by electronic transfer.  In the meantime, application monies will be retained by the Receiving Agent in a separate non-interest bearing account.

6  Warranties

By completing an Application Form, you:

6.1  warrant that, if you sign the Application Form on behalf of somebody else or on behalf of a corporation, you have due authority to do so on behalf of that other person and that such other person will be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained in these Terms and Conditions of Application and undertake to enclose your power of attorney (or a complete copy certified by a solicitor or notary together with full identity documents for yourself);

6.2  warrant that you are not a US Person (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended), you are not located within the United States, you are acquiring the New Ordinary Shares in an offshore transaction meeting the requirements of Regulation S and are not acquiring the New Ordinary Shares for the account or benefit of a US Person, unless you have delivered a signed a US investor letter in a form satisfactory to the Company;

6.3  warrant, if the laws of any territory or jurisdiction outside the United Kingdom or Guernsey are applicable to your application, that you have complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your application in any territory and that you have not taken any action or omitted to take any action which will result in the Company, Numis or the Receiving Agent, or any of their respective officers, agents or employees, acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom or Guernsey in connection with the Offer for Subscription in respect of your application;

6.4  confirm that in making an application you are not relying on any information or representations in relation to the Company and the New Ordinary Shares other than those contained in the Regulatory Information. You agree that the content of the Announcement (including these Terms and Conditions of Application) is exclusively the responsibility of the Company and that you have neither received nor relied on any information (other than the Regulatory Information), representation, warranty, or statement made by or on behalf of the Company, the Investment Adviser, Numis or any other person and none of the Company, the Investment Adviser, Numis nor any other person will be liable for your decision to participate in the Offer for Subscription based on any other information, representation, warranty or statement which you may have obtained or received;

6.5  agree that, having had the opportunity to read the Announcement (including these Terms and Conditions of Application) you shall be deemed to have had notice of all information and representations contained therein;

6.6  acknowledge that no person is authorised in connection with the Offer for Subscription to give any information or make any representation and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, the Investment Adviser, Numis or the Receiving Agent;

6.7  acknowledge that the KID relating to the New Ordinary Shares to be issued pursuant to the Offer for Subscription prepared by the Company in connection with the New Ordinary Shares pursuant to the UK version of Regulation (EU) No 1286/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time (the UK PRIIPs Laws) can be provided to you in paper form or by means of a website, but that where you are applying under the Offer for Subscription directly and not through an adviser or other intermediary, unless requested in writing otherwise, the lodging of an Application Form represents your consent to being provided the KID via the website at http://www.bluefieldsif.com or on such other website as has been notified to you.  Where your application is made on an advised basis or through another intermediary, the terms of your engagement should address the means by which such KID will be provided to you;

6.8  acknowledge and agree that the procedures for calculating the risks, costs and potential returns as set out in the KID relating to the New Ordinary Shares are prescribed by the UK PRIIPs Laws and the information contained in the KID may not reflect the expected returns for the Company, and that anticipated performance returns cannot be guaranteed;

6.9  warrant that you are not under the age of 18 on the date of your application;

6.10 agree that all documents and monies sent by post to, by or on behalf of the Company, or the Receiving Agent, will be sent at your risk and, in the case of documents and returned application cheques and payments to be sent to you, may be sent to you at your address (or, in the case of joint holders, the address of the first named holder) as set out in your Application Form;

6.11 confirm that you have reviewed the restrictions contained in paragraph 8 of these Terms and Conditions of Application below and warrant, to the extent relevant, that you (and any person on whose behalf you apply) comply or have complied with the provisions therein;

6.12 agree that, in respect of those New Ordinary Shares for which your Application Form has been received and processed and not rejected, acceptance of your Application Form shall be constituted by the Company instructing the Registrar to enter your name on the Company's register of members;

6.13 agree that all applications, acceptances of applications and contracts resulting therefrom under the Offer for Subscription and any non-contractual obligations arising under or in connection therewith shall be governed by and construed in accordance with English law and that you submit to the jurisdiction of the English courts and agree that nothing shall limit the right of the Company to bring any action, suit or proceedings arising out of or in connection with any such applications, acceptances of applications and contracts or non-contractual obligations in any other manner permitted by law or in any court of competent jurisdiction;

6.14 irrevocably authorise the Company, or the Receiving Agent or any other person authorised by any of them, as your agent, to do all things necessary to effect registration of any New Ordinary Shares subscribed by or issued to you into your name and authorise any representatives of the Company and/or the Receiving Agent to execute any documents required therefor and to enter your name on the register of members of the Company;

6.15 agree to provide the Company and Receiving Agent with any information which they may request in connection with your application or to comply with any other relevant legislation (as the same may be amended from time to time) including without limitation satisfactory evidence of identity to ensure compliance with the Guernsey AML Requirements;

6.16 agree that the Receiving Agent is acting for the Company in connection with the Issue and for no one else and that it will not treat you as its customer by virtue of such application being accepted or owe you any duties or responsibilities concerning the price of New Ordinary Shares or concerning the suitability of New Ordinary Shares for you or be responsible to you for providing the protections afforded to its customers;

6.17 warrant that no portion of the assets used to purchase, and no portion of the assets used to hold, the New Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" as defined in Section 3(3) of the US Employee Retirement Income Security Act of 1974, as amended from time to time, and to applicable regulations thereunder (ERISA) that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the Internal Revenue Code), including an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code.  In addition, if an investor is a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Internal Revenue Code, its purchase, holding, and disposition of the New Ordinary Shares must not constitute or result in a non-exempt violation of any such substantially similar law;

6.18 warrant that, in connection with your application, you have observed the laws of all requisite territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your application in any territory and that you have not taken any action which will or may result in the Company, Numis or the Receiving Agent acting in breach of the regulatory or legal requirements of any territory in connection with the Offer for Subscription or your application;

6.19 warrant that the information contained in your Application Form is true and accurate and agree that if you request that New Ordinary Shares are issued to you on a date other than Admission and such New Ordinary Shares are not issued on such date that the Company and its agents and Directors will have no liability to you arising from the issue of such New Ordinary Shares on a different date.

7  Money Laundering

7.1  You agree that, in order to ensure compliance with the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI 2017/692) as amended and supplemented from time to time including by the Money Laundering and Transfer of Funds (Information) (Amendment) (EU Exit) Regulations 2019 (SI 2019/253) (the UK Money Laundering Regulations 2017) (where applicable) and the Guernsey AML Requirements, the Receiving Agent or Ocorian Administration (Guernsey) Limited (the Administrator) may respectively at their absolute discretion require verification of identity from any person lodging an Application Form.  Submission of an Application Form with the appropriate remittance will constitute a warranty to each of the Company, the Administrator and the Receiving Agent from the applicant that the UK Money Laundering Regulations 2017 and the Guernsey AML Regulations will not be breached by application of such remittance. While the Receiving Agent may carry out anti-money laundering checks on any application, they are usually only performed when dealing with applications for shares that are requested to be registered in certificated form outside of CREST, regardless of value

7.2  In other cases the verification of identity requirements may apply.

7.3  The Receiving Agent may undertake electronic searches for the purposes of verifying your identity.  To do so the Receiving Agent may verify the details against your identity, but may also request further proof of your identity.  The Receiving Agent reserves the right to withhold any entitlement (including any refund cheque) until such verification of identity is completed to its satisfaction.

7.4  Except as provided in paragraphs 7.5 and 7.6 below, payments must be made by cheque or banker's draft in Sterling drawn on a United Kingdom branch of a bank or building society.  Cheques, which must be drawn on your personal account where you have sole or joint title to the funds, should be made payable to "Link Market Services Ltd re: Bluefield Solar Income Fund Limited - OFS A/C" and crossed "A/C payee".  Third party cheques may not be accepted with the exception of building society cheques or bankers' drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the back of the cheque/banker's draft by following the instructions in paragraph 7.9 below.  The name on the bank account must be the same as that stated on the Application Form.

7.5  For applicants sending subscription monies by electronic bank transfer (CHAPs), payment must be made for value by 11.00 a.m.  on 24 May 2022 directly into the bank account detailed below.  The payment instruction must also include a unique reference comprising your name and a contact telephone number which should be entered in the reference field on the payment instruction, for example, MJ SMITH 01234 567 8910

Bank:  Lloyd Bank plc

Sort Code:  30-80-12

A/C No:  22996968

A/C Name:  BLUEFIELD SOLAR INCOME FUND LIMITED - OFS CHAPS A/C

7.6  Electronic payments must come from a UK bank account and from a personal account in the name of the individual applicant where they have sole or joint title to the funds.  The account name should be the same as that inserted in section 3A of the Application Form and payments must relate solely to your application.  You should tick the relevant payment method box in section 2.  It is recommended that such transfers are actioned within 24 hours of posting your application.

7.7  Evidence of the source of funds may also be required.  Typically this will be a copy of the remitting bank account statement clearly identifying the applicant's name, the value of the debit (equal to the application value) and the crediting account details or application reference.

7.8  Any delay in providing monies may affect acceptance of the application.  If the Receiving Agent is unable to match your application with a bank payment, there is a risk that your application could be delayed or will not be treated as a valid application and may be rejected by the Company and/or the Receiving Agent.  Please note that you should check with your bank regarding any limits imposed on the level and timing of transfers allowed from your account (for example, some banks apply a maximum transaction or daily limit, and you may need to make the transfer as more than one payment).  The Receiving Agent cannot take responsibility for correctly identifying payments without a unique reference nor where a payment has been received but without an accompanying Application Form.

7.9  Applicants wishing to have their shares credited to their nominated CREST account, must settle their investment on a DVP basis only and the named CREST holder and not any underlying beneficial holder will still need to complete and submit a valid Application Form to be received by no later than 11.00 a.m. on 24 May 2022 (being the closing date) allowing for the delivery and acceptance of New Ordinary Shares to be made against payment of the Issue Price per New Ordinary Share, following the CREST matching criteria set out in the Application Form.  You should tick the relevant box in section 2 of the Application Form.

7.10 Applicants will also need to ensure that their settlement instructions are input to Link Group's Participant account (RA06) by no later than 11.00 a.m. on 24 May 2022.  Please note that Link Group will not take any action until a valid DEL message has been alleged to the Participant account by the applicant/custodian.  No acknowledgement of receipt or input will be provided.

7.11 Applicants should also ensure that their agent/custodian has a sufficient "debit cap" within the CREST system to facilitate settlement in addition to their usual daily trading and settlement requirements.  In the event of late/non-settlement, the Company reserves the right to deliver shares outside of CREST in certificated form provided that payment has been made in terms satisfactory to the Company and all other conditions of the Offer for Subscription have been satisfied.  If you require a share certificate you should not use this facility.

7.12 Where you appear to the Receiving Agent to be acting on behalf of some other person certifications of identity of any persons on whose behalf you appear to be acting may be required.

7.13 Failure to provide the necessary evidence of identity may result in application(s) being rejected or delays in the despatch of documents.

7.14 In all circumstances, for investments that will be registered in certificated form outside of CREST, verification of the identity of applicants will be required.  If you use a building society cheque, banker's draft or money order you should ensure that the bank or building society enters the name, address and account number of the person whose account is being debited on the reverse of the cheque, banker's draft or money order and adds its stamp.  The name on the bank account must be the same as that stated on the Application Form.  You should endeavour to have the declaration contained in section 6 of the Application Form signed by an appropriate firm as described in that section.

8  Overseas Investors

The offer of New Ordinary Shares under the Offer for Subscription is only being made to persons who are resident in the United Kingdom or Guernsey. The attention of potential investors who are not resident in, or who are not citizens of, the United Kingdom or Guernsey is drawn to paragraphs 8.1 to 8.4 below:

8.1  The offer of New Ordinary Shares under the Offer for Subscription to persons who are resident in, or citizens of, countries other than the United Kingdom and Guernsey (Overseas Investors) may be affected by the law of the relevant jurisdictions. Such persons should consult their professional advisers as to whether they require any government or other consents or need to observe any applicable legal requirements to enable them to subscribe for New Ordinary Shares under the Offer for Subscription.  It is the responsibility of all Overseas Investors receiving the Announcement and/or wishing to subscribe for the New Ordinary Shares under the Offer for Subscription, to satisfy themselves as to full observance of the laws of any relevant territory or jurisdiction in connection therewith, including obtaining all necessary governmental or other consents that may be required and observing all other formalities requiring to be observed and paying any issue, transfer or other taxes due in such territory.

8.2  No person receiving a copy of the Announcement (including these Terms and Conditions of Application) in any territory other than the United Kingdom or Guernsey may treat the same as constituting an offer or invitation to him, unless in the relevant territory such an offer can lawfully be made to him without compliance with any further registration or other legal requirements.

8.3  Persons (including, without limitation, nominees and trustees) receiving the Announcement (including these Terms and Conditions of Application) should not distribute or send it to any US Person or in or into the United States, Canada, Australia, Japan or the Republic of South Africa, their respective territories or possessions or any other jurisdiction where to do so would or might contravene local securities laws or regulations.

8.4  The Company reserves the right to treat as invalid any agreement to subscribe for New Ordinary Shares pursuant to the Offer for Subscription if it appears to the Company or its agents to have been entered into in a manner that may involve a breach of the securities legislation of any jurisdiction.  Save where you have satisfied the Company or its agents that an appropriate exemption applies so as to permit you to subscribe under these Terms and Conditions of Application, you represent and agree that you are not a resident of Australia, Canada, Japan or the Republic of South Africa.

9  Data Protection

9.1  Each applicant acknowledges that it has been informed that, pursuant to applicable data protection legislation (including the General Data Protection Regulation (EU) 2016/679, the UK version of the General Data Protection Regulation (EU) 2016/679 as incorporated into UK law by the European Union (Withdrawal) Act 2018 and the Data Protection (Bailiwick of Guernsey) Law 2017, as such may be varied, amended or replaced from time to time, and regulatory requirements in the United Kingdom, Guernsey and/or the EEA, as appropriate (the DP Legislation) the Company, the Administrator, the Receiving Agent and/or the Registrar hold their personal data.

9.2  The Company, the Administrator, the Receiving Agent and the Registrar will process such personal data at all times in compliance with DP Legislation and shall only process such information for the purposes set out in the Company's privacy notice (the Purposes) which is available for consultation on the Company's website: https://bluefieldsif.com/privacy-notice/ (the PrivacyNotice).

9.3  Any sharing of personal data between parties will be carried out in compliance with DP Legislation and as set out in the Company's Privacy Notice.

9.4  In providing the Company, the Administrator, the Receiving Agent or the Registrar with personal data, the applicant hereby represents and warrants to the Company, the Administrator, the Receiving Agent and the Registrar that: (1) it complies in all material aspects with its data controller obligations under DP Legislation, and in particular, it has notified any data subject of the purposes for which personal data will be used and by which parties it will be used and it has provided a copy of the Privacy Notice to such relevant data subjects; and (2) where consent is legally competent and/or required under DP Legislation, the applicant has obtained the consent of any data subject to the Company, the Administrator, the Receiving Agent and the Registrar and their respective affiliates and group companies, holding and using their personal data for the purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the purposes).

9.5  Each applicant acknowledges that by submitting personal data to the Company, the Administrator, the Receiving Agent or Registrar (acting for and on behalf of the Company) where the applicant is a natural person, he or she (as the case may be) represents and warrants that (as applicable) he or she has read and understood the terms of the Privacy Notice.

9.6  Each applicant acknowledges that by submitting personal data to the Company, the Administrator, the Receiving Agent or the Registrar (acting for and on behalf of the Company) where the applicant is not a natural person, it represents and warrants that:

(a)  it has brought the Privacy Notice to the attention of any underlying data subjects on whose behalf or account the applicant may act or whose personal data will be disclosed to the Company as a result of the applicant agreeing to subscribe for New Ordinary Shares under the Offer for Subscription;

(b)  the applicant has complied in all other respects with all applicable data protection legislation in respect of disclosure and provision of personal data to the Company; and

(c)  where the applicant acts for or on account of an underlying data subject or otherwise discloses the personal data of an underlying data subject, he/she/it shall, in respect of the personal data it processes in relation to or arising in relation to the Offer for Subscription:

(i)  comply with all applicable data protection legislation;

(ii)  take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to the personal data;

(iii)  if required, agree with the Company, the Administrator, the Receiving Agent and the Registrar (as applicable), the responsibilities of each such entity as regards relevant data subjects' rights and notice requirements; and

(iv)  immediately on demand, fully indemnify the Company, the Administrator, the Receiving Agent and the Registrar (as applicable) and keep them fully and effectively indemnified against all costs, demands, claims, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses and loss of profits, business and reputation), actions, proceedings and liabilities of whatsoever nature arising from or incurred by the Company, the Administrator, the Receiving Agent and/or the Registrar in connection with any failure by the applicant to comply with the provisions set out above.

10  Miscellaneous

10.1 The rights and remedies of the Company and the Receiving Agent under these Terms and Conditions of Application are in addition to any rights and remedies which would otherwise be available to either of them and the exercise or partial exercise of one will not prevent the exercise of others.

10.2 The Company reserves the right to shorten or extend the closing time of the Offer for Subscription from 11.00 a.m. on 24 May 2022 (provided that the closing time of the Offer for Subscription shall not be extended to a date later than 24 June 2022) by giving notice to the London Stock Exchange. The Company will notify investors via a Regulatory Information Service and any other manner, having regard to the requirements of the London Stock Exchange.

10.3 The Company may terminate the Offer for Subscription in its absolute discretion at any time prior to Admission.  If such right is exercised, the Offer for Subscription will lapse and any monies will be returned to the applicant as indicated without interest and at the applicant's risk.

 

 

 

 

 

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