REG - Bluefield Solar Inc. - Strategic Review and Start of Formal Sale Process

Bluefield Solar Income FundAnnouncement

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RNS Number : 1989G  Bluefield Solar Income Fund Limited  05 November 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "TAKEOVER CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION
TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE AND THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER
MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

5 November 2025

BLUEFIELD SOLAR INCOME FUND LIMITED

("BSIF" or the "Company")

Strategic Review and Commencement of Formal Sale Process

BSIF has built a strong position in the UK renewable energy sector,
consistently delivering attractive returns and demonstrating operational
excellence. In the year ended 30 June 2025, the Company generated some 800,000
MWh of clean energy, enough to power around 300,000 homes, and avoided over
140,000 tonnes of CO₂e emissions. With a 1.4GW development pipeline, robust
dividend coverage, and a proven record in asset optimisation, BSIF remains
well-positioned under its existing business model to deliver returns to its
shareholders.

Despite these strengths, the Board has nonetheless recognised the structural
challenges facing listed renewable investment companies. As highlighted in the
Interim Report published on 27 February 2025 and the 2025 Annual Report
published on 21 October 2025 (the "Annual Report"), BSIF's shares have traded
at a persistent discount to NAV for over three years, limiting access to
equity markets and constraining growth. Earnings have been directed toward
dividends rather than reinvestment, leaving the Company unable to fully
benefit from its platform, proprietary pipeline and growth potential.

As discussed in the Annual Report, the Board has considered transitioning to a
more integrated and growth-oriented business model (an "IPP") to unlock
long-term value, which could have included an internalisation of the
Investment Adviser and a change to the dividend policy to unlock long-term
value inherent in its pipeline. Following extensive engagement with its
shareholders, it has become clear that such a transition is unlikely to be the
preferred strategic direction of shareholders as a whole. The Board received a
variety of views from its shareholders including some support for the existing
business model and strategy. However, a majority of shareholders expressed a
clear preference for alternative value-maximising options, such as the
potential sale of the Company or its assets. This feedback has directly
informed the Board's decision to initiate a coordinated Strategic Review and
Formal Sale Process.

While the Company's previous private sales process, limited in scope as
outlined in its Annual Report, did not result in a transaction, it yielded
valuable insights into market perceptions of BSIF's strategic positioning and
potential. The Board noted that prospective bidders tended to favour
integrated platforms that combine operational assets with the Investment
Adviser's Platform and development expertise. As such, Bluefield Partners, as
investment adviser and manager to BSIF, would support the sale of its
businesses in tandem with BSIF's operational assets and development pipeline
in order to optimise the potential value of a transaction and open the sale
process up to the widest possible pool of potential acquirers. The Board and
its advisers believe a Formal Sale Process in the public domain is the best
method to attract interest from a diverse range of potential acquirers,
therefore giving the best chance of maximising value for Shareholders.

Notwithstanding the initiation of the Formal Sale Process, the Board remains
open to all options and will continue to evaluate the optimal path forward in
the best interests of shareholders.

Formal Sale Process & Takeover Code Considerations

The Strategic Review will be undertaken under the mechanism referred to in the
Takeover Code as a Formal Sale Process, which will enable conversations with
parties interested in making a proposal to take place on a confidential basis.

Parties interested in submitting an expression of interest should contact
Deutsche Numis or Rothschild & Co using the contact details below. It is
currently expected that any party interested in submitting any form of
proposal for consideration in connection with the Formal Sale Process will, at
the appropriate time, enter into a non-disclosure agreement and standstill
arrangement with the Company on terms satisfactory to the Board and on the
same terms, in all material respects, as other interested parties before being
permitted to participate in the process. The Company will update the market in
due course regarding timings for the Formal Sale Process.

The Board reserves the right to alter or terminate any aspect of the process
as outlined above at any time, and to reject any approach or terminate
discussions with any interested party at any time, and in such cases will make
an announcement, as appropriate. The Company is not currently in discussions
with, or in receipt of an approach from, any potential offeror at the date of
this announcement.

The Takeover Panel has granted a dispensation from the requirements of Rules
2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any party
participating in the Formal Sale Process will not be required to be publicly
identified under Rules 2.4(a) or (b) and will not be subject to the 28 day
deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it is
participating in the Formal Sale Process. Following this announcement, the
Company is now considered to be in an "Offer Period" as defined in the
Takeover Code, and the dealing disclosure requirements summarised below will
apply.

Shareholders are advised that this announcement does not represent a firm
intention by any party to make an offer under Rule 2.7 of the Takeover Code
and there can be no certainty that any offers will be made as a result of the
Formal Sale Process, that any sale, strategic investment or other transaction
will be concluded, nor as to the terms on which any offer, strategic
investment or other transaction may be made. Shareholders are advised to take
no action at this time.

As a consequence of this announcement, an 'Offer Period' has now commenced in
respect of the Company in accordance with the Takeover Code, and the attention
of shareholders is drawn to the disclosure requirements of Rule 8 of the
Takeover Code, which are summarised below in "Disclosure Requirements of the
Takeover Code".

The person responsible for arranging the release of this announcement on
behalf of BSIF is Chezi Hanford (Company Secretary).

Further announcements will be made as appropriate.

 For Further Information

 Deutsche Numis (Joint Financial Adviser & Broker)       Tel: +44 (0) 20 7545 8000
 Hugh Jonathan / Matt Goss

 Rothschild & Co (Joint Financial Adviser)

 Emmet Walsh / Jack Vellacott                            Tel: +44 (0) 20 7280 5000

 Ocorian

(Company Secretary & Administrator)

 Chezi Hanford                                           Tel: +44 (0) 1481 742 742

www.ocorian.com
 Bluefield Solar Board

 To be contacted via Deutsche Numis

 Media enquiries:                                        Tel: +44 (0) 20 7466 5000

Burson Buchanan (PR Adviser)
BSIF@buchanan.uk.com
 Henry Wilson

 

NOTES TO EDITORS

About Bluefield Solar

Bluefield Solar is a London listed income fund focused primarily on acquiring
and managing solar energy assets.  Not less than 75% of the Company's gross
assets will be invested into UK solar assets.  The Company can also invest up
to 25% of its gross assets into other technologies, such as wind and storage.
Bluefield Solar owns and operates a UK portfolio of 883MW, comprising 825MW of
solar and 58MW of onshore wind.

Further information can be viewed at www.bluefieldsif.com
(http://www.bluefieldsif.com)

About Bluefield Partners

Bluefield Partners LLP was established in 2009 and is an investment adviser to
companies and funds investing in renewable energy infrastructure.  It has a
proven record in the selection, acquisition and supervision of large-scale
energy assets in the UK and Europe.  The team has been involved in over £6.3
billion renewable funds and/or transactions in both the UK and Europe,
including over £1.9 billion in the UK since December 2011.

Bluefield Partners LLP has led the acquisitions of, and currently advises on,
over 100 UK based solar photovoltaic 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.

Inside Information

The information contained within this announcement is deemed by BSIF to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) no. 596/2014 (as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018). On the publication of this announcement via a
Regulatory Information Service, this inside information is now considered to
be in the public domain.

Notice related 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 the 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. It is subject to regulation
by the Financial Conduct Authority and limited regulation by the Prudential
Regulation Authority. Deutsche Numis is acting for the 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 of 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.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Takeover Code, the Company confirms that,
as at close of business on 31 October 2025, being the last practicable
business day prior to the date of this announcement, it has 592,080,033
ordinary shares (excluding 19,372,184 shares held in treasury) of 0.01 pence
each in issue (the "Ordinary Shares"). The International Securities
Identification Number for the Ordinary Shares is GG00BB0RDB98.

Publication on website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be made available (subject to certain restrictions relating to persons
resident in restricted jurisdictions) on the Company's website
https://bluefieldsif.com/ (https://bluefieldsif.com/) promptly following its
publication and in any event no later than 12 noon (London time) on the
business day following the release of this announcement. Neither the content
of any website referred to in this announcement nor the content of any website
accessible from hyperlinks is incorporated into, or forms part of, this
announcement.

Additional information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of BSIF who are not resident in the
United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of BSIF who are not resident in the
United Kingdom will need to inform themselves about, and observe any
applicable requirements.

 

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