REG - Drax Group Plc Bluefield Solar Inc. - Offer for Bluefield Solar Income Fund Limited
Today 07:00
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RNS Number : 4129G Drax Group PLC 01 June 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
1 June 2026
RECOMMENDED CASH ACQUISITION
of
Bluefield Solar Income Fund Limited ("BSIF")
by
Drax Smart Generation Holdco Limited ("Drax Bidco")
a wholly-owned subsidiary of Drax Group plc ("Drax")
to be implemented by means of a court-sanctioned scheme of arrangement
under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)
Summary
· The boards of directors of each of BSIF and Drax Bidco are
pleased to announce that they have reached agreement on the terms of a
recommended all cash acquisition by Drax Bidco of the entire issued share
capital of BSIF (the "Acquisition"). The Acquisition is to be effected by
means of a court-sanctioned scheme of arrangement under Part VIII of the
Companies Law.
· Under the terms of the Acquisition, BSIF Shareholders will be
entitled to receive 92.574 pence in cash per BSIF Share (the "Cash
Consideration"). In addition, BSIF Shareholders will be entitled to keep the
second interim dividend of 2.25 pence per BSIF Share payable to qualifying
BSIF Shareholders on or around 15 June 2026 (the "Permitted Dividend").
Accordingly, BSIF Shareholders (where they qualify for the Permitted
Dividend) will be entitled to receive a total value of 94.824 pence per BSIF
Share.
· The Cash Consideration values the entire issued share capital of
BSIF at approximately £548 million, and represents:
o a premium of approximately 28 per cent. to the Closing Price of 72.20
pence per BSIF Share on 4 November 2025 (being the last Business Day prior to
the commencement of the Offer Period); and
o a premium of approximately 19 per cent. to the one-month volume weighted
average price of 78.06 pence per BSIF Share on 4 November 2025 (being the last
Business Day prior to the commencement of the Offer Period).
· Including the Permitted Dividend, the terms of the Acquisition
value the entire issued share capital of BSIF at approximately £561 million,
and represent:
o a premium of approximately 31 per cent. to the Closing Price of 72.20
pence per BSIF Share on 4 November 2025 (being the last Business Day prior to
the commencement of the Offer Period);
o a premium of approximately 21 per cent. to the one-month volume weighted
average price of 78.06 pence per BSIF Share on 4 November 2025 (being the last
Business Day prior to the commencement of the Offer Period); and
o a discount of approximately 9 per cent. to the unaudited 31 March 2026 net
asset value of 104.52 pence per BSIF Share announced by BSIF on 14 May 2026.
· The terms of the Acquisition represent an enterprise value for BSIF
of approximately £1,082 million.
Background to and reasons for the Acquisition
· Drax believes the Acquisition of BSIF offers an attractive
opportunity to grow its UK renewable generation business whilst being highly
complementary to the Wider Drax Group's existing operations and FlexGen
portfolio. The Acquisition offers Drax direct access into a c.0.9GW renewable
portfolio, comprised of operating and under construction solar and wind
assets, plus a >1GW (2.9GW gross capacity) development pipeline to be
constructed across the next decade. These assets can complement the Wider Drax
Group's existing portfolio of c.2.2GW of FlexGen assets and developments and
2.6GW of biomass, creating a broader base of UK generation assets and
associated earnings.
· The Acquisition aligns with the Wider Drax Group's strategic and
capital allocation priorities to allocate up to £2 billion of incremental
investment (between 2025 and 2031), primarily in flexible and renewable energy
to create value and growth in the short, medium and long-term, and to support
delivery of the UK's objectives of energy security, affordability, and
decarbonisation. Drax believes that the Acquisition is underpinned by strong
cash generation, a disciplined approach to capital allocation, and attractive
returns for Drax shareholders.
· BSIF, a publicly listed investment company which operates a portfolio
of UK based renewable energy infrastructure assets (including photovoltaic
plants, wind farms and small-scale wind turbines), supports Drax's core UK
generation focus and, as an acquisition, represents a compelling opportunity
to add operating assets with predominantly contracted cash flows, in addition
to under construction and development assets to the Wider Drax Group's
existing portfolio, with a focus in particular on the following key benefits:
o Significant expansion of the Wider Drax Group's renewable generation
capabilities;
o Optimising Drax's generation mix, complementing FlexGen assets and biomass
with solar and wind generation;
o For the financial year ended 30 June 2025, BSIF generated underlying
earnings of c.£95 million, EBITDA of c.£130 million and operating free cash
flow of c.£118 million. BSIF will provide an opportunity to grow Drax's
EBITDA from renewables, offering greater predictability and visibility of cash
flows from a large operational portfolio that reduces the Wider Drax Group's
earnings risk from grid connection delays. With an operational portfolio
underpinned by long-term investment schemes and certificates, BSIF maintains a
highly contracted revenue base, with 57 per cent. of revenue generated from
FiT, ROCs, CfDs and REGOs, and the remaining 43 per cent. derived from PPAs in
the six months to 31 December 2025;
o Combining BSIF's portfolio with Drax's existing flexible generation
assets, alongside Drax's marketing and trading capabilities, will create a
broader renewables platform. This could enable Drax to improve revenues from
renewable certificate trading, improve routes-to-market, and make better use
of the Wider Drax Group's trading platform. It could also allow the combined
portfolio to be dispatched more efficiently on a 24/7 basis, driving
optimisation and market access cost savings;
o Provides a significant development opportunity, allowing Drax to continue
to sustainably increase the scale of solar and BESS capacity. As at 31
December 2025, 545MWs of BSIF's solar development portfolio is underpinned by
long-term 15-to-20 year CfD contracts, secured in Allocation Rounds 4, 5, 6
and 7;
o Offering the potential to unlock significant synergies across the Wider
Drax Group's trading, operations and energy sales activities in addition to
potential cost savings associated with listing costs and lower trading costs
by utilising Drax's existing route-to-market platforms (including providing a
route-to-market for over 2,000 embedded generators) and trading operations;
and
o Accelerating Drax's contribution to the UK's national climate targets and
ambitions for a clean power system and net zero objectives.
Drax expects that return on invested capital from the Acquisition will
significantly exceed the Wider Drax Group's target weighted average cost of
capital.
Recommendation
· The BSIF Directors, who have been so advised by Deutsche Numis
and Rothschild & Co as to the financial terms of the Acquisition, consider
the terms of the Acquisition to be fair and reasonable. In providing their
advice to the BSIF Directors, Deutsche Numis and Rothschild & Co have
taken into account the commercial assessments of the BSIF Directors. Deutsche
Numis and Rothschild & Co are providing independent financial advice to
the BSIF Directors for the purposes of Rule 3 of the Code.
· Accordingly, the BSIF Directors unanimously intend to recommend
that BSIF Shareholders vote in favour of the Scheme at the Court Meeting and
the resolutions to be proposed at the General Meeting, as the BSIF Directors
who hold BSIF Shares have irrevocably undertaken to do in respect of their own
beneficial holdings of 176,800 BSIF Shares, representing, in aggregate,
approximately 0.03 per cent. of the issued share capital of BSIF on 29 May
2026 (being the latest practicable date prior to this Announcement).
· Further details of these irrevocable undertakings are set out
in Appendix III to this Announcement.
Information on Drax Bidco and Drax
· Drax is a renewable energy company engaged in renewable power
generation, the production of sustainable biomass and the sale of renewable
electricity to businesses.
· Drax operates a generation portfolio of sustainable biomass
(c.2.6GW), hydro-electric and pumped storage hydro assets (c.560MW) in England
and Scotland. At Drax's Cruachan Power Station, a project which will add 40MW
of additional capacity is progressing. Drax is constructing three open cycle
gas turbine ("OCGT") assets, two in England and one in Wales which, when
commissioned, will provide capacity of c.900MW in aggregate. Drax is also
developing a pipeline of battery energy storage system ("BESS") investment
opportunities comprising physical assets and capabilities to optimise
third-party assets with the provision of route-to-market, floor and tolling
structures. In October 2025, Drax agreed to acquire three BESS projects across
Scotland and England from Apatura Limited which, when fully commissioned, will
provide capacity of c.260MW in aggregate. The Wider Drax Group also has in
place agreements for 450MW of tolling contracts, comprising 250MW from a
10-year tolling agreement with West Burton C Limited, a company owned by Fidra
Energy, entered into in January 2026, and 200MW from a 15-year tolling
agreement with Zenobē Coalburn Limited, entered into in February 2026.
· In March 2026, Drax completed the acquisition of Flexitricity
Limited, a UK-based optimiser of flexible energy assets, with a scalable
platform expected to support the Wider Drax Group's ambition to develop a GW
scale pipeline of BESS opportunities.
· The Wider Drax Group continues to evaluate opportunities to
maximise value from the Drax Power Station site, including the potential for a
c.100MW data centre, as well as other generation sources.
· Drax's Energy Solutions business sells renewable electricity to
industrial and commercial customers in the UK.
· The Wider Drax Group also operates a biomass pellet production
business with 14 operational sites for a combination of own-use and
third-party sales. As at 31 December 2025, the Wider Drax Group employed over
2,900 people in the UK, US, Canada and Japan. The Wider Drax Group reported
total revenue of £5,391 million and Adjusted EBITDA of c.£947 million in the
financial year ended 31 December 2025.
· Drax Bidco is a wholly-owned subsidiary undertaking of Drax. It
owns the UK generation portfolio of Drax, being Drax Power Station, the
hydro-electric and pumped storage hydro assets, the three OCGT assets and the
three BESS projects under development acquired from Apatura Limited.
Information on BSIF
· BSIF was established in 2013 as the first UK-listed investment
company focused primarily on UK solar energy infrastructure. At the time of
its IPO, there was no listed vehicle dedicated to this sector and BSIF was
therefore a pioneer in creating a new asset class within the UK investment
company landscape.
· BSIF has grown into a scaled and established participant in the
UK renewable energy market, building a high-quality portfolio of operational
assets alongside a substantial proprietary development pipeline. This growth
has been underpinned by the experience, stability and disciplined investment
approach of its investment adviser, Bluefield, whose management team has been
central to sourcing, developing and operating BSIF's assets.
· As at 31 December 2025, BSIF had total assets of £639
million.
· As at 31 December 2025, BSIF owned an operational solar
portfolio of 121 photovoltaic plants (consisting of 79 large scale sites, 39
micro sites and 3 roof top sites), 6 wind farms and 109 small scale UK onshore
wind turbines, all 100 per cent. owned by BSIF, with a total capacity of
748.7MW. BSIF also has a 25 per cent. stake in a joint venture portfolio of UK
solar assets in partnership with GLIL Infrastructure, who own the remaining 75
per cent. The total capacity of the joint venture portfolio is 412.1MW. BSIF's
total operating capacity was therefore 851.8MW as at 31 December 2025,
composed of 793.5MW of solar and 58.3MW of onshore wind.
· In addition to the operational portfolio, BSIF benefits from
its own proprietary development pipeline. As at 31 December 2025, this
consisted of 946MW of solar projects and 1,915MW of BESS projects; 25MW of the
pipeline was under construction, 1,204MW was fully consented, 47MW was in
planning and 1,585MW was under development.
· In the year ending 30 June 2026, BSIF is expected to generate
some 880 GWh of clean energy, enough to power around 326,000 homes, and avoid
over 155,000 tonnes of CO₂e emissions.
Drax Board Statement
· The Acquisition constitutes a "significant transaction" for
Drax for the purposes of the UK Listing Rules and this Announcement
constitutes a notification pursuant to Chapter 7 of the UK Listing Rules.
· Certain further information required to be notified by Drax
pursuant to Chapter 7 of the UK Listing Rules will be set out in the Scheme
Document.
· The Drax Directors believe that the Acquisition is in the
best interests of Drax Shareholders as a whole.
Timetable and Conditions
· It is intended that the Acquisition will be implemented by way
of a court-sanctioned scheme of arrangement under Part VIII of the Companies
Law (although Drax Bidco reserves the right to implement the Acquisition by
way of a Takeover Offer, with the Panel's consent and compliance with the
Code).
· The Acquisition will be put to the BSIF Shareholders at the
Court Meeting and the General Meeting. In order to become Effective, the
Scheme must be approved by a majority in number of the Scheme Shareholders
present and voting (and entitled to vote) at the Court Meeting, either in
person or by proxy, representing at least 75 per cent. of the votes cast by
those Scheme Shareholders. In addition, a special resolution implementing the
Scheme and amending the articles of incorporation of BSIF must be passed by
BSIF Shareholders representing at least 75 per cent. of votes cast at the
General Meeting. Following the Court Meeting, the Scheme must also be
sanctioned by the Court.
· The Acquisition is also subject to the Conditions and terms set
out in Appendix I to this Announcement, including the UK National Security and
Investment Condition.
· For the purposes of Rule 29.1(d) of the Code, a valuation of
BSIF's portfolio will be included in the Scheme Document (or, if applicable,
the Offer Document).
· The Scheme Document, containing further information about the
Acquisition and the Scheme and notices of the Court Meeting and the General
Meeting will be distributed to BSIF Shareholders (along with the Forms of
Proxy for use in connection with the Court Meeting and the General Meeting) as
soon as reasonably practicable and, in any event, within 28 days of the date
of this Announcement (or such later time (if any) as Drax Bidco, BSIF and the
Panel agree and, if required, the Court may approve).
· Subject to the satisfaction or (where applicable) waiver of the
Conditions, the Acquisition is expected to become Effective during Q3 2026.
Commenting on the Acquisition, Michael Gibbons CBE, Chair of BSIF, said:
"BSIF was a pioneer in creating the first UK-listed investment trust focused
primarily on UK solar energy infrastructure. Since its IPO in 2013, BSIF's
operating portfolio has grown with the UK Solar PV market to c.850MW,
including an expansion into the onshore wind and battery storage asset
classes. In that time, BSIF has delivered a total shareholder return of 122
per cent. and, as at BSIF's most recent results, generates enough green
electricity to power over 326,000 homes with renewable energy. None of this
would have been possible without the resources and considerable expertise of
Bluefield Partners, the investment adviser whose management of this company
has established them as one of the leading experts in the renewables industry.
However, since autumn 2022, a changed interest rate environment has
contributed to BSIF Shares trading at a consistent double digit discount to
NAV. Without fresh capital to invest in new projects, the portfolio's
quarterly NAVs have naturally declined with the payment of dividends. Against
this changed backdrop, following an earlier evaluation of strategic options
and shareholder feedback which indicated a clear preference for value
maximising options, the BSIF Board acted decisively to initiate a Formal Sale
Process. The BSIF Board is pleased with the conclusion of this process and
believes the Acquisition at a 31 per cent. premium (including the Permitted
Dividend) to the closing share price on 4 November 2025, represents a highly
attractive outcome for BSIF Shareholders and a compelling opportunity to
crystalise value in cash. The BSIF Board unanimously recommends that BSIF
Shareholders vote in favour of the Acquisition."
Commenting on the Acquisition, Will Gardiner, CEO of Drax, said:
"The UK's energy system is rapidly evolving and to meet its changing needs
Drax is transitioning too. We are excited about the opportunities we have to
invest in growing our business and supporting the country's long-term energy
security by adding new sources of generation and storage to our portfolio.
BSIF could potentially be the biggest acquisition our business has ever made.
It represents an attractive opportunity to substantially grow our renewable
generation business, while being highly complementary to the Wider Drax
Group's existing operations and FlexGen portfolio. This deal can help meet the
UK's energy goals of security of supply, affordability and decarbonisation as
rising levels of renewable electricity are expected to meet growing national
power demand.
The Acquisition is part of our plan to allocate up to £2 billion into
flexible and renewable energy through the decade, and can deliver a step
change in Drax's EBITDA and contracted cashflows and synergy benefits, which
supports returns significantly in excess of Wider Drax Group target WACC.
There is no change to our capital allocation policy as a result of the
potential transaction. We remain committed to our balance sheet targets,
including returns to shareholders."
This summary should be read in conjunction with the full text of this
Announcement. The Acquisition shall be subject to the Conditions and further
terms set out in Appendix I to this Announcement and to the full terms and
conditions which shall be set out in the Scheme Document. Appendix II to this
Announcement contains the sources of information and bases of calculations of
certain information contained in this Announcement, Appendix III contains a
summary of the irrevocable undertakings in relation to this Acquisition,
Appendix IV contains a discussion of the risks to Drax as a result of the
Acquisition and Appendix V contains definitions of certain expressions used in
this summary and in this Announcement.
Enquiries:
Drax and Drax Bidco
Enquiries:
Investor Relations:
Mark Strafford +44 (0) 7730 763 949
mark.strafford@drax.com
Chris Simpson +44 (0) 7923 257 815
Chris.Simpson@drax.com
Media:
Drax External Communications:
Chris Mostyn +44 (0) 7743 963 483
Chris.Mostyn@drax.com
Andy Low
andrew.low@drax.com +44 (0) 7841 068 415
J.P. Morgan Cazenove +44 (0) 20 3493 8000
(Sole Financial Adviser and Corporate Broker to Drax and Drax Bidco)
Robert Constant / Christopher Thiele
James Robinson / Rupert Budge
BSIF To be contacted via Deutsche Numis
Deutsche Numis +44 (0) 20 7545 8000
(Joint Financial Adviser and Corporate Broker to BSIF)
Hugh Jonathan / Matt Goss
Rothschild & Co +44 (0) 20 7280 5000
(Joint Financial Adviser to BSIF)
Emmet Walsh / Jack Vellacott
Ocorian +44 (0) 1481 742 742
(Company Secretary and Administrator to BSIF)
Chezi Hanford
Burson Buchanan +44 (0) 20 7466 5000
(PR Adviser to BSIF)
Henry Harrison-Topham / Henry Wilson
www.bursonbuchanan.com
BSIF@buchanan.uk.com
Norton Rose Fulbright LLP is acting as legal adviser to BSIF. Pinsent Masons
LLP is acting as legal adviser to Drax Bidco and Drax.
Analyst, investor and media presentations
Drax will host a presentation for analysts and investors today at 11:30 a.m.
(London time) to discuss the Acquisition. The webcast will be available at:
https://secure.emincote.com/client/drax/drax035
(https://secure.emincote.com/client/drax/drax035)
The registration for the analyst conference call will be available at:
https://secure.emincote.com/client/drax/drax035/vip_connect
(https://url.uk.m.mimecastprotect.com/s/IzEoC3l3zc36XzQHqhyUQT_dy?domain=secure.emincote.com)
.
Subject to certain restrictions, the slides used in the presentation will be
available to all interested parties at:
drax.com/investors/results-reports-presentations/
(https://url.uk.m.mimecastprotect.com/s/4_idC482AIPMzK1tBi7U4PKrb?domain=drax.com)
Important notices
J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the PRA and regulated in the United Kingdom by the Prudential
Regulation Authority ("PRA") and the Financial Conduct Authority. J.P. Morgan
Cazenove is acting as financial adviser exclusively for Drax Bidco and Drax
and no one else in connection with the subject matter of this Announcement and
will not regard any other person as its client in relation to the matters set
out in this Announcement and will not be responsible to anyone other than Drax
Bidco and Drax for providing the protections afforded to clients of J.P.
Morgan Cazenove or its affiliates, nor for providing advice in connection with
the subject matter of this Announcement.
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 PRA. It is subject to regulation by the Financial Conduct
Authority and limited regulation by the PRA. Deutsche Numis is acting for BSIF
and for no one else in connection with the subject matter of this Announcement
and will not regard any other person (whether or not a recipient thereof) as
its client and will not be responsible to anyone other than BSIF for providing
the protections afforded to clients of Deutsche Numis or for advising any such
person in connection with the subject matter of this Announcement, or any
transaction or arrangement referred to therein.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for BSIF and for no one else in connection with
the subject matter of this Announcement and will not be responsible to anyone
other than BSIF for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this Announcement.
Inside information
This Announcement contains inside information as stipulated under the Market
Abuse Regulation (EU) No. 596/2014 as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018. Upon the publication of this
Announcement via a Regulatory Information Service, this inside information
will be considered to be in the public domain.
The person responsible for arranging for the release of this Announcement on
behalf of BSIF is Chezi Hanford (Company Secretary) and the person responsible
for making this announcement on behalf of Drax is Rebecca Dunn (Company
Secretary).
Further information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer to sell or an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Acquisition or otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise nor shall there be any
purchase, sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful. The Acquisition will be made solely by means of the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the Offer
Document) which, together with any related forms of proxy (or, in the case of
a Takeover Offer, forms of acceptance), will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Scheme (or, in the case of a Takeover Offer, how to accept the offer). Any
decision in respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the Offer
Document).
BSIF will prepare the Scheme Document to be distributed to BSIF Shareholders.
BSIF and Drax Bidco urge BSIF Shareholders to read the Scheme Document (or any
other document by which the Acquisition is made) in full when it becomes
available because it will contain important information relating to the
Acquisition, including details of how to vote in respect of the Scheme. Any
vote in respect of resolutions to be proposed at the General Meeting, and any
decision in respect of the Scheme or other response in relation to the
Acquisition by BSIF Shareholders should be made only on the basis of the
information contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document).
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Drax Bidco reserves the right to elect (with the consent of the Panel) to
implement the Acquisition by way of a Takeover Offer as an alternative to the
Scheme. In such event, the Takeover Offer will be implemented on substantially
the same terms, so far as applicable, as those which would apply to the
Scheme, subject to appropriate amendments to reflect the change in structure
by which the Acquisition is to be implemented and compliance with all
applicable laws.
Overseas shareholders
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom or Guernsey, and the availability of the
Acquisition to BSIF Shareholders who are not resident in the United Kingdom or
Guernsey, may be restricted by the laws and/or regulations of those
jurisdictions and therefore persons into whose possession this Announcement
comes should inform themselves about and observe such restrictions. In
particular, the ability of persons who are not resident in the United Kingdom
or Guernsey to vote their BSIF Shares with respect to the Scheme at the Court
Meeting or the resolution(s) at the General Meeting, or to execute and deliver
forms of proxy appointing another to vote at the Court Meeting or the General
Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Further details in relation to
Overseas Shareholders will be contained in the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the Offer Document).
Any failure to comply with any such restrictions may constitute a violation of
the securities laws of any such jurisdiction. To the fullest extent permitted
by applicable law, the companies and persons involved in the Acquisition
disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by Drax Bidco or required by the Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by use of mails
or any other means or instrumentality (including, without limitation,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.
This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law, Guernsey law and the Code and information disclosed may not be
the same as that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside the United
Kingdom or Guernsey. Nothing in this Announcement should be relied on for any
other purpose.
The Acquisition shall be subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange, the Financial Conduct Authority and the
UK Listing Rules.
Additional information for investors in the United States
The Acquisition relates to shares of a Guernsey company with a listing on the
Main Market and is proposed to be effected by means of a court-sanctioned
scheme of arrangement under the laws of Guernsey. A transaction effected by
means of a court-sanctioned scheme of arrangement governed by the laws of
Guernsey is not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act of 1934, as amended (the "US Exchange Act").
Accordingly, the Acquisition is subject to the disclosure and procedural
requirements applicable to schemes of arrangements involving a target company
incorporated in Guernsey and listed on the Main Market which differ from the
requirements of United States tender offer and proxy solicitation rules.
However, if Drax Bidco were to elect to implement the Acquisition by means of
a Takeover Offer and determines to extend such Takeover Offer into the United
States, such Takeover Offer shall be made in compliance with all applicable
United States laws and regulations, including, without limitation, to the
extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a Takeover Offer would be made in the United States by Drax
Bidco and no one else.
In the event that the Acquisition is implemented by way of a Takeover Offer,
in accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the US Exchange Act (if applicable), Drax Bidco, its affiliates,
their advisers and their nominees or brokers (acting as agents), may from time
to time make certain purchases of, or arrangements to purchase, shares or
other securities of BSIF, other than pursuant to such Takeover Offer, during
the period in which such Takeover Offer would remain open for acceptance.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices and would comply with applicable
law, including the US Exchange Act. Any information about such purchases or
arrangements to purchase shall be disclosed as required in the UK, shall be
available to all investors (including US investors) via a Regulatory
Information Service and shall also be available on the London Stock Exchange
website at www.londonstockexchange.com (http://www.londonstockexchange.com) .
The receipt of consideration by a US holder for the transfer of its BSIF
Shares pursuant to the Scheme is likely to be a taxable transaction for United
States federal income tax purposes and under applicable US state and local, as
well as overseas and other, tax laws. Each BSIF Shareholder is urged to
consult their independent professional advisers immediately regarding the tax
consequences of the Acquisition applicable to them, including under applicable
United States federal, state and local, as well as overseas and other, tax
laws.
Financial information relating to BSIF included in this Announcement and the
Scheme Document has been or shall have been prepared in accordance with
accounting standards applicable in Guernsey and the United Kingdom and may not
be comparable to financial information of United States companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the United States ("US GAAP"). US GAAP differs in
certain significant respects from accounting standards applicable in Guernsey
and the United Kingdom. None of the financial information in this Announcement
has been audited in accordance with auditing standards generally accepted in
the United States or the auditing standards of the Public Company Accounting
Oversight Board (United States).
It may be difficult for US holders of BSIF Shares to enforce their rights and
any claim arising out of the US federal securities laws in connection with the
Acquisition, since Drax Bidco and BSIF are each organised in countries other
than the United States, and some or all of their officers and directors may be
residents of, and some or all of their assets may be located in, jurisdictions
other than the United States. As a result, US holders of BSIF Shares may not
be able to effect service of process upon a non-US company or its officers or
directors or to enforce against them a judgment of a US court for violations
of federal or state securities laws of the United States, including judgments
based upon the civil liability provisions of the US federal securities laws.
US holders of BSIF Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's jurisdiction or judgment.
Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disproved or passed judgment upon the fairness or
the merits of the Acquisition or determined if this Announcement is adequate,
accurate or complete. Any representation to the contrary is a criminal offence
in the United States.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Drax Bidco or BSIF may contain statements about Drax
Bidco and BSIF that are or may be deemed to be forward-looking statements. All
statements other than statements of historical facts included in this
Announcement may be forward-looking statements. Without limitation, any
statements preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "shall",
"should", "anticipates", "estimates", "projects", "is subject to", "budget",
"scheduled", "forecast" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements include
(without limitation) statements relating to the following: (i) assets, future
capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; and (ii) business and management strategies and the
expansion and growth of Drax Bidco's or BSIF's operations and potential
synergies resulting from the Acquisition.
Such forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Drax Bidco and BSIF about future events, and are therefore
subject to risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied in any
forward-looking statements, including: increased competition, the outcome of
business or industry restructuring, the outcome of any litigation, changes in
economic conditions, currency fluctuations, changes in interest and tax rates,
changes in laws, regulations or regulatory policies, developments in legal or
public policy doctrines, or the timing and success of future offer
opportunities or major investment projects. Other unknown or unpredictable
factors could cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should therefore
be construed in light of such factors. Neither Drax Bidco nor BSIF, nor any of
their respective associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this Announcement
will actually occur. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking statements,
which speak only as of the date hereof. All subsequent oral or written forward
looking statements attributable to any member of the Wider Drax Group or the
BSIF Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by the
cautionary statement above.
Drax Bidco and BSIF expressly disclaim any obligation to update any
forward-looking or other statements contained herein, except as required by
applicable law or by the rules of any competent regulatory authority, whether
as a result of new information, future events or otherwise.
No profit forecasts or estimates or quantified financial benefit statement
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for BSIF or for Drax for the current or
future financial years would necessarily match or exceed the historical
published earnings or earnings per share for BSIF or for Drax.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m.
(London time) on the 10th business day following the commencement of the Offer
Period and, if appropriate, by no later than 3.30 p.m. (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 Code, any person who is, or becomes, interested in 1
per cent. 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 p.m. (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 shall
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 Panel's website at
http://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.
Information relating to BSIF Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by BSIF Shareholders, persons with information rights and other
relevant persons for the receipt of communications from BSIF may be provided
to Drax Bidco during the Offer Period as requested under Section 4 of Appendix
4 of the Code.
Publication on website and availability of hard copies
A copy of this Announcement will be made available, free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on Drax Bidco's website at
https://www.drax.com/BluefieldSolarIncomeFundLimited and BSIF's website at
https://bluefieldsif.com/strategic-review-and-formal-sales-process/
respectively by no later than 12 noon (London time) on the Business Day
following the date of this Announcement.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Right to receive documents in hard copy form
BSIF Shareholders and persons with information rights may request a hard copy
of this Announcement, free of charge, by: (i) contacting Computershare
Investor Services (Guernsey) Limited during business hours on +44 (0) 370 707
4040 (lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding
public holidays in England and Wales )); or (ii) by submitting a request via
email on info@computershare.co.je. A person so entitled may also request that
all future documents, announcements and information in relation to the
Acquisition be sent to them in hard copy form.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
1 June 2026
RECOMMENDED CASH ACQUISITION
of
Bluefield Solar Income Fund Limited ("BSIF")
by
Drax Smart Generation Holdco Limited ("Drax Bidco")
a wholly-owned subsidiary of Drax Group plc ("Drax")
to be implemented by means of a court-sanctioned scheme of arrangement
under Part VIII of the Companies (Guernsey) Law, 2008, as amended
1 Introduction
The boards of directors of each of Drax Bidco and BSIF are pleased to announce
that they have reached agreement on the terms of a recommended all cash
acquisition by Drax Bidco pursuant to which Drax Bidco will acquire the entire
issued share capital of BSIF (the "Acquisition"). The Acquisition is to be
effected by means of a court-sanctioned scheme of arrangement under Part VIII
of the Companies Law.
2 The Acquisition
Under the terms of the Acquisition, which shall be subject to the Conditions
and further terms set out in Appendix I to this Announcement and to be set out
in the Scheme Document, BSIF Shareholders will be entitled to receive 92.574
pence in cash per BSIF Share (the "Cash Consideration"). In addition, BSIF
Shareholders will be entitled to keep the second interim dividend of 2.25
pence per BSIF Share payable to qualifying BSIF Shareholders on or around 15
June 2026 (the "Permitted Dividend"). Accordingly, BSIF Shareholders (where
they qualify for the Permitted Dividend) will be entitled to receive a total
value of 94.824 pence per BSIF Share.
The Cash Consideration values the entire issued share capital of BSIF at
approximately £548 million, and represents:
· a premium of approximately 28 per cent. to the Closing Price
of 72.20 pence per BSIF Share on 4 November 2025 (being the last Business Day
prior to the commencement of the Offer Period); and
· a premium of approximately 19 per cent. to the one-month
volume weighted average price of 78.06 pence per BSIF Share on 4 November 2025
(being the last Business Day prior to the commencement of the Offer Period).
Including the Permitted Dividend, the terms of the Acquisition value the
entire issued share capital of BSIF at approximately £561 million, and
represent:
· a premium of approximately 31 per cent. to the Closing Price
of 72.20 pence per BSIF Share on 4 November 2025 (being the last Business Day
prior to the commencement of the Offer Period);
· a premium of approximately 21 per cent. to the one-month
volume weighted average price of 78.06 pence per BSIF Share on 4 November 2025
(being the last Business Day prior to the commencement of the Offer Period);
and
· a discount of approximately 9 per cent. to the unaudited 31
March 2026 net asset value of 104.52 pence per BSIF Share announced by BSIF on
14 May 2026.
The terms of the Acquisition represent an enterprise value for BSIF of
approximately £1,082 million.
Other than in relation to the Permitted Dividend, if, on or after the date of
this Announcement and on or prior to the Effective Date, any dividend,
distribution or other return of value is announced, declared, made, or paid or
becomes payable in respect of BSIF, Drax Bidco reserves the right to reduce
the Cash Consideration payable under the terms of the Acquisition by an amount
up to the amount of any such dividend, other distribution or return of value,
in which case any reference in this Announcement to the Cash Consideration
will be deemed to be a reference to the Cash Consideration so reduced. If (but
only to the extent) Drax Bidco exercises this right or makes such a reduction
in respect of a dividend, other distribution or return of value, BSIF
Shareholders shall be entitled to receive and retain any such dividend,
distribution, or other return of value declared, made, or paid.
The Scheme Document, containing further information about the Acquisition and
notices of the Court Meeting and the General Meeting will be distributed to
BSIF Shareholders (along with the Forms of Proxy for use in connection with
the Court Meeting and the General Meeting) as soon as reasonably practicable
and, in any event, within 28 days of the date of this Announcement (or such
later time (if any) as Drax Bidco, BSIF and the Panel agree and, if required,
the Court may approve). It is expected that the Court Meeting and the General
Meeting shall be held in July 2026 and that, subject to the satisfaction or
(where applicable) waiver of the Conditions, the Acquisition is expected to
become Effective during Q3 2026.
3 Background to and reasons for the Acquisition
Drax believes the Acquisition of BSIF offers an attractive opportunity to grow
its UK renewable generation business whilst being highly complementary to the
Wider Drax Group's existing operations and FlexGen portfolio. The Acquisition
offers Drax direct access into a 0.9GW renewable portfolio, comprised of
operating and under construction solar and wind assets, plus a >1GW (2.9GW
gross capacity) development pipeline to be constructed across the next decade.
These assets can complement the Wider Drax Group's existing portfolio of
c.2.2GW of FlexGen assets and developments and 2.6GW of biomass, creating a
broader base of UK generation assets and associated earnings.
The Acquisition aligns with the Wider Drax Group's strategic and capital
allocation priorities to allocate up to £2 billion of incremental investment
(between 2025 and 2031), primarily in flexible and renewable energy to create
value and growth in the short, medium and long-term, and to support delivery
of the UK's objectives of energy security, affordability, and decarbonisation.
Drax believes that the Acquisition is underpinned by strong cash generation
from BSIF's operational portfolio, a disciplined approach to capital
allocation, and attractive returns for Drax shareholders.
NESO expects demand for power to double, with most of that demand being met by
embedding renewable generation into the future of the UK power system, as well
as driving an increasing need for flexible generation. Drax believes these
strong demand, industry and policy tailwinds are supported by the increased
focus on UK energy security, resulting from recent geopolitical events, which
are expected to drive a growing requirement for domestic generation capacity
in the UK. Moreover, expectations of rising power demand driven by AI, data
centres and the broader electrification of transport and industry will support
higher long-term demand for power over the decades to come. Drax believes that
solar and wind assets, when combined with the Wider Drax Group's existing UK
generation portfolio, would be well placed to support energy security and
decarbonisation of the UK system, and in doing so create long-term sustained
value for the Wider Drax Group.
BSIF, a publicly listed investment company which operates a portfolio of UK
based renewable energy infrastructure assets (including photovoltaic plants,
wind farms and small-scale wind turbines), supports Drax's core UK generation
focus and, as an acquisition, represents a compelling opportunity to add
operating assets with predominantly contracted cash flows, in addition to
under construction and development assets to the Wider Drax Group's existing
portfolio, with a focus in particular on the following key benefits:
· Significant expansion of the Wider Drax Group's renewable
generation capabilities;
· Optimising Drax's generation mix, complementing FlexGen assets and
biomass with solar and wind generation;
· For the financial year ended 30 June 2025, BSIF generated
underlying earnings of c.£95 million, EBITDA of c.£130 million and operating
free cash flow of c.£118 million. BSIF will provide an opportunity to grow
Drax's EBITDA from renewables, offering greater predictability and visibility
of cash flows from a large operational portfolio that reduces the Wider Drax
Group's earnings risk from grid connection delays. With an operational
portfolio underpinned by long-term investment schemes and certificates, BSIF
maintains a highly contracted revenue base, with 57 per cent. of revenue
generated from FiT, ROCs, CfDs and REGOs, and the remaining 43 per cent.
derived from PPAs in the six months to 31 December 2025;
· Combining BSIF's portfolio with Drax's existing flexible generation
assets, alongside Drax's marketing and trading capabilities, will create a
broader renewables platform. This could enable Drax to improve revenues from
renewable certificate trading, improve routes-to-market, and make better use
of the Wider Drax Group's trading platform. It could also allow the combined
portfolio to be dispatched more efficiently on a 24/7 basis, driving
optimisation and market access cost savings;
· Provides a significant development opportunity, allowing Drax to
continue to sustainably increase the scale of solar and BESS capacity. As at
31 December 2025, 545MWs of BSIF's solar development portfolio is underpinned
by long-term 15-to-20 year CfD contracts, secured in Allocation Rounds 4, 5, 6
and 7;
· Offering the potential to unlock significant synergies across the
Wider Drax Group's trading, operations and energy sales activities in addition
to potential cost savings associated with listing costs and lower trading
costs by utilising Drax's existing route-to-market platforms (including
providing a route-to-market for over 2,000 embedded generators) and trading
operations; and
· Accelerating Drax's contribution to the UK's national climate
targets and ambitions for a clean power system and net zero objectives.
Drax expects that return on invested capital from the Acquisition will
significantly exceed the Wider Drax Group's target weighted average cost of
capital.
The Cash Consideration will be entirely debt financed through a £1.1 billion
bridge financing facility (which will be subsequently refinanced). The
borrower under the bridge financing facility is Drax Corporate. Drax Corporate
will then lend the full amount of the facility to Drax Bidco pursuant to an
intra-group loan agreement.
Drax remains committed to its current credit ratings and its long-term Net
Debt to Adjusted EBITDA target of 2.0x, as well as its existing capital
allocation policy, including its plans to return over £1 billion to
shareholders (2025-3031) via a sustainable and growing dividend and its
ongoing £450 million share buyback programme. The first £75 million tranche
of the programme was completed in April 2026 and Drax expects to continue the
programme in due course, with the precise timing and cadence of subsequent
phases subject to the completion of the Acquisition and the maintenance of the
Wider Drax Group's balance sheet priorities. Drax will however pause the
current share buyback programme, pending the completion of the Acquisition,
whilst it ensures the strength of its balance sheet and delivery of its
investment priorities. Returns to shareholders and growth investment follow a
capital ranking process which aims to maximise risk adjusted returns to
shareholders. Drax continues to target free cash flow of c.£3 billion
(2025-2031) from its existing businesses, as announced at its Full Year 2025
results, with c.£2 billion allocated to investment in flexible and renewable
generation and the return of over £1 billion to shareholders.
Following the Acquisition becoming Effective, the earnings, assets and
liabilities of the BSIF Group will be consolidated into the earnings, assets
and liabilities of the Wider Drax Group. The earnings, assets and liabilities
of the Wider Drax Group would thereby be increased.
4 Recommendation
The BSIF Directors, who have been so advised by Deutsche Numis and Rothschild
& Co as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing their advice to the
BSIF Directors, Deutsche Numis and Rothschild & Co have taken into account
the commercial assessments of the BSIF Directors. Deutsche Numis and
Rothschild & Co are providing independent financial advice to the BSIF
Directors for the purposes of Rule 3 of the Code.
Accordingly, the BSIF Directors unanimously intend to recommend that BSIF
Shareholders vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, to accept or procure
acceptance of the Takeover Offer), as the BSIF Directors who hold BSIF Shares
have irrevocably undertaken to do in respect of their own beneficial holdings
of 176,800 BSIF Shares, representing, in aggregate, approximately 0.03 per
cent. of the issued share capital of BSIF on 29 May 2026 (being the latest
practicable date prior to this Announcement).
5 Background to and reasons for the recommendation
Background
BSIF was established in 2013 as the first UK-listed investment company focused
primarily on UK solar energy infrastructure. At the time of its IPO, there was
no listed vehicle dedicated to this sector and BSIF was therefore a pioneer in
creating a new asset class within the UK investment company landscape.
BSIF has grown into a scaled and established participant in the UK renewable
energy market, building a high-quality portfolio of operational assets
alongside a substantial proprietary development pipeline. This growth has been
underpinned by the experience, stability and disciplined investment approach
of its investment adviser, Bluefield, whose management team has been central
to sourcing, developing and operating BSIF's assets.
As at 31 December 2025, BSIF owned an operational solar portfolio of 121
photovoltaic plants (consisting of 79 large scale sites, 39 micro sites and 3
roof top sites), 6 wind farms and 109 small scale UK onshore wind turbines,
all 100 per cent. owned by BSIF, with a total capacity of 748.7MW. BSIF also
has a 25 per cent. stake in a joint venture portfolio of UK solar assets in
partnership with GLIL Infrastructure, who own the remaining 75 per cent. The
total capacity of the joint venture portfolio is 412.1MW. BSIF's total
operating capacity was therefore 851.8MW as at 31 December 2025, composed of
793.5MW of solar and 58.3MW of onshore wind.
In addition to the operational portfolio, BSIF benefits from its own
proprietary development pipeline. As at 31 December 2025, this consisted of
946MW of solar projects and 1,915MW of BESS projects; 25MW of the pipeline was
under construction, 1,204MW was fully consented, 47MW was in planning and
1,585MW was under development.
In the financial year ending 30 June 2026, BSIF is expected to generate some
880 GWh of clean energy, enough to power around 326,000 homes, and avoid over
155,000 tonnes of CO₂e emissions.
Market backdrop and evaluation of strategic options
Despite these strengths, the BSIF Board has for some time recognised the
structural challenges facing listed renewable investment companies. A period
of higher sterling interest rates has prevailed since autumn 2022 and the BSIF
Shares have traded at a persistent discount to NAV, at times reaching
approximately 40 per cent.
This has prevented BSIF from raising capital from the public markets, which
had previously supported BSIF's NAV growth and the financing of its
development pipeline. Whilst Bluefield has supported BSIF in creating a series
of liquidity events and identifying other sources of capital, in the absence
of consistent access to new equity capital, BSIF has been unable to expand its
asset base at scale, resulting in a natural NAV decline for BSIF Shareholders.
BSIF is not alone in facing these structural challenges; the wider sector has
continued to suffer from persistent discounts to NAV, sustained outflows, and
weak sentiment towards real asset investment vehicles.
Against this backdrop, the BSIF Board announced in its Interim Report on 27
February 2025 that it was committed to exploring strategic initiatives to
address the share price discount and to continue maximising value for BSIF
Shareholders. In conjunction with Bluefield and its own financial advisers in
Deutsche Numis and Rothschild & Co, the BSIF Board evaluated numerous and
diverse possibilities to maximise value for BSIF Shareholders including
continuing under the current business model, pursuing a structural evolution
towards a more integrated and growth-oriented platform, and the potential sale
of BSIF or its assets.
After a period of market engagement (which included the evaluation of
potential offers for BSIF's assets), the BSIF Board engaged extensively with
BSIF Shareholders in the weeks following the publication of the 2025 Annual
Report published on 21 October 2025 in relation to a potential transition to a
more integrated and growth-orientated business model to unlock long-term value
(including the potential internalisation of its investment adviser and changes
to its dividend policy).
It became clear during this engagement that such a transition was unlikely to
be the preferred strategic direction of BSIF Shareholders as a whole. The BSIF
Board received a variety of views from BSIF Shareholders, including some
supporting the existing business model and strategy. However, a majority of
BSIF Shareholders expressed a clear preference for alternative
value-maximising options, such as the potential sale of BSIF or its assets.
This feedback, together with the insights gained from its evaluation of
alternative strategic initiatives, informed the BSIF Board's decision to
pursue a broad and more competitive sales process in order to maximise value
for BSIF Shareholders.
Strategic Review and Formal Sale Process
Accordingly, on 5 November 2025, the BSIF Board announced its decision to
initiate a coordinated Strategic Review and Formal Sale Process ("FSP") which
has now successfully concluded.
The FSP was conducted in the public domain to attract interest from a diverse
range of potential acquirers and to maximise value for BSIF Shareholders.
Deutsche Numis and Rothschild & Co conducted an extensive and thorough
marketing exercise and held discussions with a wide range of potentially
interested parties. The process generated significant interest from strategic
investors, financial institutions and financial sponsors.
The first phase of the process provided potentially interested parties with a
limited set of confidential information, including a financial model and
summary presentation. In February 2026, the BSIF Board received a number of
attractive and credible non-binding proposals from a range of potential
acquirers. Following a thorough evaluation process, a targeted and discrete
number of parties were invited to participate in the next phase of the process
and undertake more extensive due diligence ahead of submitting revised
non-binding proposals.
On 15 May 2026, Drax submitted a revised non-binding proposal, subject to
finalisation of limited remaining confirmatory due diligence, amongst other
items. Following a short period of evaluation and negotiation, the BSIF Board
progressed discussions with Drax and agreed the terms of the Acquisition as
set out in this Announcement.
Conclusion and reasons for the recommendation
The extensive, public, and competitive nature of the FSP, combined with BSIF's
earlier evaluation of strategic options including the potential sale of BSIF
or its assets, has enabled the BSIF Board to fully and robustly test the value
of BSIF's portfolio with the market and identify the most attractive available
outcome for BSIF Shareholders.
Including the Permitted Dividend, the terms of the Acquisition values the
entire issued share capital of BSIF at approximately £561 million, and
represents:
· a premium of approximately 31 per cent. to the Closing Price
of 72.20 pence per BSIF Share on 4 November 2025 (being the last Business Day
prior to the commencement of the Offer Period);
· a premium of approximately 21 per cent. to the one-month
volume weighted average price of 78.06 pence per BSIF Share on 4 November 2025
(being the last Business Day prior to the commencement of the Offer Period);
and
· a discount of approximately 9 per cent.to the unaudited 31
March 2026 net asset value of 104.52 pence per BSIF Share announced by BSIF on
14 May 2026.
The BSIF Board believes that the Acquisition represents an attractive and
compelling opportunity for BSIF Shareholders to crystallise value in cash.
Therefore, after careful consideration together with Deutsche Numis and
Rothschild & Co, the BSIF Board has concluded that the Acquisition is in
the best interests of BSIF Shareholders. Accordingly, the BSIF Directors
unanimously intend to recommend the Acquisition to BSIF's Shareholders.
6 Shareholder support
Drax Bidco has received irrevocable undertakings from each of the BSIF
Directors who hold BSIF Shares to vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting (or, in the
event that the Acquisition is implemented by way of a Takeover Offer, to
accept or procure acceptance of the Takeover Offer), in respect of a total of
176,800 BSIF Shares, representing, in aggregate, approximately 0.03 per cent.
of the issued share capital of BSIF on 29 May 2026 (being the latest
practicable date prior to this Announcement).
Further details of these irrevocable undertakings are set out in Appendix III
to this Announcement.
7 Information on Drax Bidco and Drax
Drax is a renewable energy company engaged in renewable power generation, the
production of sustainable biomass and the sale of renewable electricity to
businesses.
Drax operates a generation portfolio of sustainable biomass (c.2.6GW),
hydro-electric and pumped storage hydro assets (c.560MW) in England and
Scotland. At Drax's Cruachan Power Station, a project which will add 40MW of
additional capacity is progressing. Drax is constructing three OCGT assets,
two in England and one in Wales which, when commissioned, will provide
capacity of c.900MW in aggregate. Drax is also developing a pipeline of BESS
investment opportunities comprising physical assets and capabilities to
optimise third-party assets with the provision of route-to-market, floor and
tolling structures. In October 2025, Drax agreed to acquire three BESS
projects across Scotland and England from Apatura Limited which, when fully
commissioned, will provide capacity of c.260MW in aggregate. The Wider Drax
Group also has in place agreements for 450MW of tolling contracts, comprising
250MW from a 10-year tolling agreement with West Burton C Limited, a company
owned by Fidra Energy, entered into in January 2026, and 200MW from a 15-year
tolling agreement with Zenobē Coalburn Limited, entered into in February
2026.
In March 2026, Drax completed the acquisition of Flexitricity Limited, a
UK-based optimiser of flexible energy assets, with a scalable platform
expected to support the Wider Drax Group's ambition to develop a GW scale
pipeline of BESS opportunities.
The Wider Drax Group continues to evaluate opportunities to maximise value
from the Drax Power Station site, including the potential for a c.100MW data
centre, as well as other generation sources.
Drax's Energy Solutions business sells renewable electricity to industrial and
commercial customers in the UK.
The Wider Drax Group also operates a biomass pellet production business with
14 operational sites for a combination of own-use and third-party sales. As at
31 December 2025, the Wider Drax Group employed over 2,900 people in the UK,
US, Canada and Japan. The Wider Drax Group reported total revenue of £5,391
million in 2025 and Adjusted EBITDA of c.£947 million in the financial year
ended 31 December 2025.
Drax Bidco is a wholly-owned subsidiary undertaking of Drax. It owns the UK
generation portfolio of Drax, being Drax Power Station, the hydro-electric and
pumped storage hydro assets, the three OCGT assets and the three BESS projects
under development acquired from Apatura Limited.
8 Drax Board Statement
The Acquisition constitutes a "significant transaction" for Drax for the
purposes of the UK Listing Rules and this Announcement constitutes a
notification pursuant to Chapter 7 of the UK Listing Rules.
Certain further information required to be notified by Drax pursuant to
Chapter 7 of the UK Listing Rules will be set out in the Scheme Document.
The Drax Directors believe that the Acquisition is in the best interests of
Drax Shareholders as a whole.
9 Information on BSIF
BSIF was established in 2013 as the first UK-listed investment company focused
primarily on UK solar energy infrastructure. At the time of its IPO, there was
no listed vehicle dedicated to this sector and BSIF was therefore a pioneer in
creating a new asset class within the UK investment company landscape.
BSIF has grown into a scaled and established participant in the UK renewable
energy market, building a high-quality portfolio of operational assets
alongside a substantial proprietary development pipeline. This growth has been
underpinned by the experience, stability and disciplined investment approach
of its investment adviser, Bluefield, whose management team has been central
to sourcing, developing and operating BSIF's assets.
As at 31 December 2025, BSIF had total assets of £639 million.
As at 31 December 2025, BSIF owned an operational solar portfolio of 121
photovoltaic plants (consisting of 79 large scale sites, 39 micro sites and 3
roof top sites), 6 wind farms and 109 small scale UK onshore wind turbines,
all 100 per cent. owned by BSIF, with a total capacity of 748.7MW. BSIF also
has a 25 per cent. stake in a joint venture portfolio of UK solar assets in
partnership with GLIL Infrastructure, who own the remaining 75 per cent. The
total capacity of the joint venture portfolio is 412.1MW. BSIF's total
operating capacity was therefore 851.8MW as at 31 December 2025, composed of
793.5MW of solar and 58.3MW of onshore wind.
In addition to the operational portfolio, BSIF benefits from its own
proprietary development pipeline. As at 31 December 2025, this consisted of
946MW of solar projects and 1,915MW of BESS projects; 25MW of the pipeline was
under construction, 1,204MW was fully consented, 47MW was in planning and
1,585MW was under development.
In the financial year ending 30 June 2026, BSIF is expected to generate some
880 GWh of clean energy, enough to power around 326,000 homes, and avoid over
155,000 tonnes of CO₂e emissions.
10 Strategic plans, management, employees, pensions, research and
development and locations for BSIF
Strategic plans
Drax Bidco recognises the breadth and quality of BSIF's portfolio of renewable
generation assets which will, upon completion of the Acquisition, be
integrated into Drax's broader portfolio of generation assets with Drax
seeking to leverage its existing capabilities and capital base to enhance
operational performance.
It was set out in BSIF's announcement of the commencement of its Formal Sale
Process on 5 November 2025 that Bluefield, BSIF's manager and provider of a
range of services including asset management, operations and maintenance,
construction management and project development would also support the sale of
its business in tandem with a sale of BSIF. As such, Drax was invited to (and
did) conduct due diligence on Bluefield concurrently with the BSIF Formal Sale
Process. To date, Drax has declined to make any proposal for the acquisition
of Bluefield or the renegotiation of any existing arrangements between the
BSIF Group and the Bluefield Group.
Drax Bidco intends to enter into further discussions with the partners and
management team of Bluefield after the date of this Announcement, with the aim
of reaching alignment in respect of these matters within three months
following the Effective Date, to identify how Bluefield's expertise and
capabilities can most effectively be retained to ensure continuity of
stewardship for the BSIF portfolio, which may include an acquisition of all or
part of the businesses of the Bluefield Group, the variation of existing
contractual arrangements between the Bluefield Group and the BSIF or the
continuation of existing contractual arrangements for a period of time
following the Effective Date.
Board composition and governance arrangements
Drax Bidco intends to delist BSIF immediately following the Effective Date.
Consequently, Drax Bidco will not require listed company governance structures
and accordingly, it is intended that each of the BSIF Directors will step down
from the board of directors of BSIF, and the directors of the BSIF Group
companies will step down from the boards of each of the BSIF Group companies,
upon the Effective Date.
Employees, management and pensions
As BSIF is an externally-managed investment company, BSIF does not have any
employees and therefore does not operate any pension schemes, nor does it have
any arrangements in place for any employee involvement in its capital.
Headquarters, fixed assets, research and development
BSIF has no fixed place of business, fixed assets (other than its renewable
generation assets), research and development function or headquarters.
Following completion of the Acquisition, and subject to any agreements or
arrangements which may be agreed with the partners and management team of
Bluefield as mentioned in this paragraph 10, it is intended that BSIF will be
managed from Drax's existing office locations.
Asset management arrangements
As set out above, Drax Bidco intends to enter into further discussions with
the partners and management team of Bluefield, BSIF's manager and provider of
a range of services including asset management, operations and maintenance,
construction management and project development, after the date of this
Announcement, with the aim of reaching alignment in respect of these matters
within three months of the Effective Date.
Trading facilities
It is intended that dealings in, and registration of transfers of, BSIF Shares
(other than the registration of the transfer of the Scheme Shares to Drax
Bidco pursuant to the Scheme) will be suspended shortly before the Effective
Date at a time to be set out in the Scheme Document. It is further intended
that applications will be made to the London Stock Exchange to cancel the
trading in the BSIF Shares on the main market, and to the FCA to cancel the
listing of the BSIF Shares on the Official List, in each case with effect from
or shortly following the Effective Date. Further details about the delisting
and cancellation of trading of the BSIF Shares can be found in paragraph 14 of
this Announcement.
Post-offer undertakings
No statements in this paragraph 10 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Code.
11 Financing
The Cash Consideration payable to BSIF Shareholders under the terms of the
Acquisition will be entirely debt financed through a £1.1 billion bridge
financing facility (and an intra-group loan) to satisfy the certain funds
requirement of the Code.
J.P. Morgan Cazenove, in its capacity as financial adviser to Drax Bidco,
confirms that it is satisfied that sufficient resources are available to Drax
Bidco to satisfy in full the Cash Consideration payable to BSIF Shareholders
under the terms of the Acquisition.
12 Offer-related arrangements
Confidentiality Undertaking
BSIF and Drax Corporate entered into a confidentiality agreement on 25
November 2025 (the "Confidentiality Undertaking") pursuant to which Drax has
undertaken to keep confidential certain information relating to, inter alia,
the Acquisition and BSIF and not to disclose it to third parties (other than
certain permitted parties) unless required by law or regulation. The
confidentiality obligations under the Confidentiality Undertaking shall
terminate on the earlier of completion of the Acquisition and two years
following the date of the Confidentiality Undertaking. The Confidentiality
Undertaking also contains customary non-solicit and standstill provisions,
applicable for twelve months respectively, in each case subject to customary
carve outs.
Inducement Fee Agreement
BSIF and Drax Bidco have entered into the Inducement Fee Agreement pursuant to
which BSIF has agreed to pay to Drax Bidco an inducement fee of an amount in
cash equal to £5,481,122, being one per cent. of the Cash Consideration, in
the event that a competing offer is made for BSIF by a third party which is
not acting in concert with Drax Bidco and such competing offer is declared
unconditional or becomes effective.
13 Related Party Transaction with Bluefield
As more particularly described below, BSIF has agreed to pay a fee to its
investment adviser, Bluefield, in respect of certain out of scope additional
services provided by it in connection with the Formal Sale Process and the
Acquisition. The agreement to pay such fee constitutes a related party
transaction for the purposes of the UK Listing Rules. Bluefield, as BSIF's
investment adviser, is a related party of BSIF under the UK Listing Rules.
Additional Services Fee
In accordance with the existing amended and restated investment advisory
agreement dated 21 December 2023 made between BSIF, Bluefield Renewables 1
Limited and Bluefield, as supplemented by an agreement dated 16 February 2026
(the "Investment Advisory Agreement"), BSIF has agreed to pay Bluefield a fee
of £1.75 million in respect of the provision of certain out of scope
additional services by it in connection with the Formal Sale Process and the
Acquisition (the "Additional Services Fee").
The Additional Services Fee relates to certain services provided by Bluefield
in connection with the Formal Sale Process and the Acquisition in addition to
the usual investment advisory and other services provided by it in accordance
with the Investment Advisory Agreement for which Bluefield receives an annual
advisory fee. These additional services were extensive and included, among
other things, supporting and coordinating due diligence, participating in
bidder engagement processes, coordinating site visits, and providing financial
analysis and modelling support.
Bluefield is interested in this transaction as the recipient of the Additional
Services Fee.
As the applicable percentage ratios in respect of the Additional Services Fee
exceed 0.25 per cent. but are less than 5 per cent., the Additional Services
Fee constitutes a relevant related party transaction for the purposes of UKLR
8.2.1R (as modified by UKLR 11).
The BSIF Board considers the terms of the Additional Services Fee to be fair
and reasonable as far as BSIF Shareholders are concerned and has been so
advised by Deutsche Numis, which is acting as sponsor to BSIF for the purposes
of this transaction.
Other transactions with Bluefield in the previous 12 months
BSIF has also entered into the following transactions with Bluefield within
the preceding 12 months:
(i). Sale of interest in Longpasture Solar Farm
In August 2025, BSIF paid a fee of £712,000 to Bluefield in connection with
the sale of New Road Solar Limited's 60 per cent. interest in Longpasture
Solar Farm, a fully consented co-located 70MW solar and 40MW battery storage
project developed with Lightrock Power, to Enviromena.
Bluefield's interest in this transaction arose under the Investment Advisory
Agreement, pursuant to which Bluefield is entitled to receive 20 per cent. of
the development profit realised by BSIF on such disposals. The fee was
calculated in accordance with this development profit-sharing mechanism.
(ii). Sale of development pipeline to Lyceum joint venture
In August 2025, BSIF also paid a fee of £383,000 to Bluefield in connection
with the sale of a renewable energy development pipeline, comprising a 44MW
co-located solar project and a 25MW battery storage project (under
construction), together with a c.150MW pipeline of near-stage development
assets, to the Lyceum joint venture.
Bluefield's interest in this transaction arose as the recipient of a
negotiated M&A advisory fee in respect of the origination, structuring and
execution of the transaction.
14 Structure of and Conditions to the Acquisition
It is intended that the Acquisition will be effected by means of a
Court-approved scheme of arrangement between BSIF and the Scheme Shareholders
under Part VIII of the Companies Law, although Drax Bidco reserves the right
to implement the Acquisition by means of a Takeover Offer (with the Panel's
consent and in compliance with the Code).
The purpose of the Scheme is to provide for Drax Bidco to become the holder of
the entire issued share capital of BSIF. This is to be achieved by the
transfer of the Scheme Shares to Drax Bidco, in consideration for which the
Scheme Shareholders shall receive the Cash Consideration.
The Acquisition shall be subject to the Conditions and further terms set out
below and in Appendix I to this Announcement and to be set out in the Scheme
Document and shall only become Effective, if, among other things, the
following events occur on or before 11.59 p.m. on the Long Stop Date:
· the approval of the Scheme by a majority in number of the Scheme
Shareholders who are present and vote (and are entitled to vote), whether in
person or by proxy, at the Court Meeting (or any adjournment or postponement
thereof) and who represent at least 75 per cent. of the votes cast by those
Scheme Shareholders;
· the resolutions required to approve and implement the Scheme being
duly passed by BSIF Shareholders representing the requisite majority or
majorities of votes cast at the General Meeting (or any adjournment or
postponement thereof);
· the satisfaction of the UK National Security and Investment
Condition; and
· the sanction of the Scheme by the Court (with or without
modification, but subject to any modification being on terms acceptable to
BSIF and Drax Bidco).
The Scheme will lapse if:
· the Court Meeting and the General Meeting are not held on or before
the 22nd day after the expected date of such meetings to be set out in the
Scheme Document in due course (or such later date, if any, (a) as Drax Bidco
and BSIF may agree or (b) (in a competitive situation) as may be specified by
Drax Bidco with the consent of the Panel, and in each case that (if so
required) the Court may allow);
· the Court Hearing is not held on or before the 22nd day after the
expected date of such hearing as first announced by BSIF through a Regulatory
Information Service (or such later date, if any, (a) as Drax Bidco and BSIF
may agree or (b) (in a competitive situation) as may be specified by Drax
Bidco with the consent of the Panel, and in each case that (if so required)
the Court may allow); or
· the Scheme does not become Effective on or before 11.59 p.m. on the
Long Stop Date (or such later date, if any, (a) as Drax Bidco and BSIF may
agree or (b) (in a competitive situation) as may be specified by Drax Bidco
with the consent of the Panel, and in each case that (if so required) the
Court may allow).
Subject to satisfaction (or waiver, where applicable) of the Conditions, the
Scheme is expected to become Effective during Q3 2026.
The Acquisition does not require the approval of the shareholders of Drax.
Upon the Scheme becoming Effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted, or how
they voted, at the Court Meeting or the General Meeting. The Cash
Consideration for the Acquisition will be despatched to Scheme Shareholders no
later than 14 days after the Effective Date.
BSIF Shares which will be acquired pursuant to the Acquisition will be
acquired fully paid and free from all liens, equities, charges, encumbrances,
options, rights of pre-emption and any other third party rights and interests
of any nature whatsoever and together with all rights now or hereafter
attaching or accruing to them, including voting rights and the right to
receive and retain in full all dividends and other distributions (if any)
declared, made or paid or any other return of capital or value by reference to
a record date after the Effective Date.
Except with the Panel's consent, settlement of the Cash Consideration to which
any Scheme Shareholder is entitled under the Scheme will be implemented in
full in accordance with the terms of the Scheme without regard to any lien,
right of set-off, counterclaim or other analogous right to which Drax Bidco
may otherwise be, or claim to be, entitled as against such Scheme Shareholder
and will be effected in the manner described in this Announcement.
Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document, which shall be
distributed to BSIF Shareholders (along with the Forms of Proxy for use in
connection with the Court Meeting and the General Meeting) in due course.
The Scheme will be governed by Guernsey law and will be subject to the
jurisdiction of the Court. The Acquisition and the Scheme will also be subject
to, among other things, the applicable requirements of the Code, the UK
Listing Rules, the Panel, the London Stock Exchange and the FCA.
15 Cancellation of admission to trading and surrender of registration
as a collective investment scheme
It is intended that dealings in, and registration of transfers of, BSIF Shares
will be suspended shortly before the Effective Date at a time to be set out in
the Scheme Document. It is further intended that applications will be made to
cancel trading in BSIF Shares on the Main Market of the London Stock Exchange
with effect from or shortly following the Effective Date.
On the first Business Day after the Effective Date, entitlements to BSIF
Shares held within the CREST system will be cancelled, and share certificates
in respect of BSIF Shares will cease to be valid.
In addition, it is intended that, following the Effective Date, an application
will be made to surrender BSIF's registration as a collective investment
scheme regulated by the Guernsey Financial Services Commission.
16 Disclosure of Interests in BSIF
Except for the irrevocable undertakings referred to in paragraph 6 above and
Appendix III, as at the date of this Announcement, neither Drax Bidco, nor any
of its directors, nor, so far as Drax Bidco is aware, any person acting in
concert (within the meaning of the Code) with Drax Bidco for the purposes of
the Acquisition:
· has any interest in, or right to subscribe for, any BSIF Shares nor
does any such person have any short position in BSIF Shares (whether
conditional or absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell, any delivery
obligation or right to require another person to purchase or take delivery of
BSIF Shares;
· has borrowed or lent any BSIF Shares or entered into any financial
collateral arrangements relating to BSIF Shares; or
· is party to any dealing of the kind referred to in Note 11 on the
definition of acting in concert in the Code in relation to the relevant
securities of BSIF.
It has not been possible for Drax Bidco to make enquiries of all of its
concert parties in advance of the release of this Announcement. Therefore, all
relevant details in respect of Drax Bidco's concert parties shall be included
in the Opening Position Disclosure in accordance with Rule 8.1(a) and Note
2(a)(i) on Rule 8 of the Code.
17 General
Drax Bidco reserves the right to elect (with the consent of the Panel and in
compliance with the Code) to implement the Acquisition by way of a Takeover
Offer for the BSIF Shares as an alternative to the Scheme. In such event, the
Takeover Offer shall be implemented on the same terms, so far as applicable,
as those which would apply to the Scheme, subject to appropriate amendments,
including (without limitation) an acceptance condition set at a level
permitted by the Panel.
The Acquisition shall be made subject to the Conditions and further terms set
out in Appendix I to this Announcement and to be set out in the Scheme
Document. The bases and sources of certain financial information contained in
this Announcement are set out in Appendix II to this Announcement. A summary
of the irrevocable undertakings given in relation to the Acquisition is
contained in Appendix III to this Announcement. For a discussion of the risks
to Drax as a result of the Acquisition see Appendix IV. Certain terms used in
this Announcement are defined in Appendix V to this Announcement.
The Scheme Document, containing further information about the Acquisition and
notices of the Court Meeting and the General Meeting will be distributed to
BSIF Shareholders (along with the Forms of Proxy for use in connection with
the Court Meeting and the General Meeting) as soon as reasonably practicable
and, in any event, within 28 days of the date of this Announcement (or such
later time (if any) as Drax Bidco, BSIF and the Panel agree and, if required,
the Court may approve).
For the purposes of Rule 29.1(d) of the Code, a valuation of BSIF's portfolio
will be included in the Scheme Document.
Deutsche Numis, Rothschild & Co and J.P. Morgan Cazenove have each given
and not withdrawn their consent to the publication of this Announcement with
the inclusion herein of the references to their names in the form and context
in which they appear.
18 Documents available on website
Copies of the following documents will be made available on Drax Bidco's
website at https://www.drax.com/BluefieldSolarIncomeFundLimited and BSIF's
website at https://bluefieldsif.com/strategic-review-and-formal-sales-process/
until the Effective Date:
· this Announcement;
· the Confidentiality Undertaking;
· the Inducement Fee Agreement;
· the irrevocable undertakings referred to in paragraph 6
above and summarised in Appendix III to this Announcement;
· documents relating to the financing of the Scheme
referred to in paragraph 11 above; and
· the written consent letters from each of Deutsche Numis,
Rothschild & Co and J.P. Morgan Cazenove referred to in paragraph 17
above.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Enquiries:
Drax and Drax Bidco
Enquiries:
Investor Relations:
Mark Strafford +44 (0) 7730 763 949
mark.strafford@drax.com
Chris Simpson +44 (0) 7923 257 815
Chris.Simpson@drax.com
Media:
Drax External Communications:
Chris Mostyn +44 (0) 7743 963 483
Chris.Mostyn@drax.com
Andy Low
andrew.low@drax.com +44 (0) 7841 068 415
J.P. Morgan Cazenove +44 (0) 20 3493 8000
(Sole Financial Adviser and Corporate Broker to Drax and Drax Bidco)
Robert Constant / Christopher Thiele
James Robinson / Rupert Budge
BSIF To be contacted via Deutsche Numis
Deutsche Numis +44 (0) 20 7545 8000
(Joint Financial Adviser and Corporate Broker to BSIF)
Hugh Jonathan / Matt Goss
Rothschild & Co +44 (0) 20 7280 5000
(Joint Financial Adviser to BSIF)
Emmet Walsh / Jack Vellacott
Ocorian +44 (0) 1481 742 742
(Company Secretary and Administrator to BSIF)
Chezi Hanford
Burson Buchanan +44 (0) 20 7466 5000
(PR Adviser to BSIF)
Henry Harrison-Topham / Henry Wilson
www.bursonbuchanan.com
BSIF@buchanan.uk.com
Norton Rose Fulbright LLP is acting as legal adviser to BSIF. Pinsent Masons
LLP is acting as legal adviser to Drax Bidco and Drax.
Analyst, investor and media presentations
Drax will host a presentation for analysts and investors today at 11:30 a.m.
(London time) to discuss the Acquisition. The webcast will be available at:
https://secure.emincote.com/client/drax/drax035
(https://secure.emincote.com/client/drax/drax035)
The registration for the analyst conference call will be available at:
https://secure.emincote.com/client/drax/drax035/vip_connect
(https://url.uk.m.mimecastprotect.com/s/IzEoC3l3zc36XzQHqhyUQT_dy?domain=secure.emincote.com)
.
Subject to certain restrictions, the slides used in the presentation will be
available to all interested parties at:
drax.com/investors/results-reports-presentations/
(https://url.uk.m.mimecastprotect.com/s/4_idC482AIPMzK1tBi7U4PKrb?domain=drax.com)
Important notices
J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the PRA and regulated in the United Kingdom by the Prudential
Regulation Authority ("PRA") and the Financial Conduct Authority. J.P. Morgan
Cazenove is acting as financial adviser exclusively for Drax Bidco and Drax
and no one else in connection with the subject matter of this Announcement and
will not regard any other person as its client in relation to the matters set
out in this Announcement and will not be responsible to anyone other than Drax
Bidco and Drax for providing the protections afforded to clients of J.P.
Morgan Cazenove or its affiliates, nor for providing advice in connection with
the subject matter of this Announcement.
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 PRA. It is subject to regulation by the Financial Conduct
Authority and limited regulation by the PRA. Deutsche Numis is acting for BSIF
and for no one else in connection with the subject matter of this Announcement
and will not regard any other person (whether or not a recipient thereof) as
its client and will not be responsible to anyone other than BSIF for providing
the protections afforded to clients of Deutsche Numis or for advising any such
person in connection with the subject matter of this Announcement, or any
transaction or arrangement referred to therein.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for BSIF and for no one else in connection with
the subject matter of this Announcement and will not be responsible to anyone
other than BSIF for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this Announcement.
Inside information
This Announcement contains inside information as stipulated under the Market
Abuse Regulation (EU) No. 596/2014 as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018. Upon the publication of this
Announcement via a Regulatory Information Service, this inside information
will be considered to be in the public domain.
The person responsible for arranging for the release of this Announcement on
behalf of BSIF is Chezi Hanford (Company Secretary) and the person responsible
for making this Announcement on behalf of Drax is Rebecca Dunn (Company
Secretary).
Further information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer to sell or an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Acquisition or otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise nor shall there be any
purchase, sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful. The Acquisition will be made solely by means of the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the Offer
Document) which, together with any related forms of proxy (or, in the case of
a Takeover Offer, forms of acceptance), will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Scheme (or, in the case of a Takeover Offer, how to accept the offer). Any
decision in respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the Offer
Document).
BSIF will prepare the Scheme Document to be distributed to BSIF Shareholders.
BSIF and Drax Bidco urge BSIF Shareholders to read the Scheme Document (or any
other document by which the Acquisition is made) in full when it becomes
available because it will contain important information relating to the
Acquisition, including details of how to vote in respect of the Scheme. Any
vote in respect of resolutions to be proposed at the General Meeting, and any
decision in respect of the Scheme or other response in relation to the
Acquisition by BSIF Shareholders should be made only on the basis of the
information contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document).
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Drax Bidco reserves the right to elect (with the consent of the Panel) to
implement the Acquisition by way of a Takeover Offer as an alternative to the
Scheme. In such event, the Takeover Offer will be implemented on substantially
the same terms, so far as applicable, as those which would apply to the
Scheme, subject to appropriate amendments to reflect the change in structure
by which the Acquisition is to be implemented and compliance with all
applicable laws.
Overseas shareholders
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom or Guernsey, and the availability of the
Acquisition to BSIF Shareholders who are not resident in the United Kingdom or
Guernsey, may be restricted by the laws and/or regulations of those
jurisdictions and therefore persons into whose possession this Announcement
comes should inform themselves about and observe such restrictions. In
particular, the ability of persons who are not resident in the United Kingdom
or Guernsey to vote their BSIF Shares with respect to the Scheme at the Court
Meeting or the resolution(s) at the General Meeting, or to execute and deliver
forms of proxy appointing another to vote at the Court Meeting or the General
Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Further details in relation to
Overseas Shareholders will be contained in the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the Offer Document).
Any failure to comply with any such restrictions may constitute a violation of
the securities laws of any such jurisdiction. To the fullest extent permitted
by applicable law, the companies and persons involved in the Acquisition
disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by Drax Bidco or required by the Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by use of mails
or any other means or instrumentality (including, without limitation,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.
This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law, Guernsey law and the Code and information disclosed may not be
the same as that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside the United
Kingdom or Guernsey. Nothing in this Announcement should be relied on for any
other purpose.
The Acquisition shall be subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange, the Companies Law, the Financial Conduct
Authority and the UK Listing Rules.
Additional information for investors in the United States
The Acquisition relates to shares of a Guernsey company with a listing on the
Main Market and is proposed to be effected by means of a court-sanctioned
scheme of arrangement under the laws of Guernsey. A transaction effected by
means of a court-sanctioned scheme of arrangement governed by the laws of
Guernsey is not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act of 1934, as amended (the "US Exchange Act").
Accordingly, the Acquisition is subject to the disclosure and procedural
requirements applicable to schemes of arrangements involving a target company
incorporated in Guernsey and listed on the Main Market which differ from the
requirements of United States tender offer and proxy solicitation rules.
However, if Drax Bidco were to elect to implement the Acquisition by means of
a Takeover Offer and determines to extend such Takeover Offer into the United
States, such Takeover Offer shall be made in compliance with all applicable
United States laws and regulations, including, without limitation, to the
extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a Takeover Offer would be made in the United States by Drax
Bidco and no one else.
In the event that the Acquisition is implemented by way of a Takeover Offer,
in accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the US Exchange Act (if applicable), Drax Bidco, its affiliates,
their advisers and their nominees or brokers (acting as agents), may from time
to time make certain purchases of, or arrangements to purchase, shares or
other securities of BSIF, other than pursuant to such Takeover Offer, during
the period in which such Takeover Offer would remain open for acceptance.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices and would comply with applicable
law, including the US Exchange Act. Any information about such purchases or
arrangements to purchase shall be disclosed as required in the UK, shall be
available to all investors (including US investors) via a Regulatory
Information Service and shall also be available on the London Stock Exchange
website at www.londonstockexchange.com (http://www.londonstockexchange.com) .
The receipt of consideration by a US holder for the transfer of its BSIF
Shares pursuant to the Scheme is likely to be a taxable transaction for United
States federal income tax purposes and under applicable US state and local, as
well as overseas and other, tax laws. Each BSIF Shareholder is urged to
consult their independent professional advisers immediately regarding the tax
consequences of the Acquisition applicable to them, including under applicable
United States federal, state and local, as well as overseas and other, tax
laws.
Financial information relating to BSIF included in this Announcement and the
Scheme Document has been or shall have been prepared in accordance with
accounting standards applicable in Guernsey and the United Kingdom and may not
be comparable to financial information of United States companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the United States ("US GAAP"). US GAAP differs in
certain significant respects from accounting standards applicable in Guernsey
and the United Kingdom. None of the financial information in this Announcement
has been audited in accordance with auditing standards generally accepted in
the United States or the auditing standards of the Public Company Accounting
Oversight Board (United States).
It may be difficult for US holders of BSIF Shares to enforce their rights and
any claim arising out of the US federal securities laws in connection with the
Acquisition, since Drax Bidco and BSIF are each organised in countries other
than the United States, and some or all of their officers and directors may be
residents of, and some or all of their assets may be located in, jurisdictions
other than the United States. As a result, US holders of BSIF Shares may not
be able to effect service of process upon a non-US company or its officers or
directors or to enforce against them a judgment of a US court for violations
of federal or state securities laws of the United States, including judgments
based upon the civil liability provisions of the US federal securities laws.
US holders of BSIF Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's jurisdiction or judgment.
Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disproved or passed judgment upon the fairness or
the merits of the Acquisition or determined if this Announcement is adequate,
accurate or complete. Any representation to the contrary is a criminal offence
in the United States.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Drax Bidco or BSIF may contain statements about Drax
Bidco and BSIF that are or may be deemed to be forward-looking statements. All
statements other than statements of historical facts included in this
Announcement may be forward-looking statements. Without limitation, any
statements preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "shall",
"should", "anticipates", "estimates", "projects", "is subject to", "budget",
"scheduled", "forecast" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements include
(without limitation) statements relating to the following: (i) assets, future
capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; and (ii) business and management strategies and the
expansion and growth of Drax Bidco's or BSIF's operations and potential
synergies resulting from the Acquisition.
Such forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Drax Bidco and BSIF about future events, and are therefore
subject to risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied in any
forward-looking statements, including: increased competition, the outcome of
business or industry restructuring, the outcome of any litigation, changes in
economic conditions, currency fluctuations, changes in interest and tax rates,
changes in laws, regulations or regulatory policies, developments in legal or
public policy doctrines, or the timing and success of future offer
opportunities or major investment projects. Other unknown or unpredictable
factors could cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should therefore
be construed in light of such factors. Neither Drax Bidco nor BSIF, nor any of
their respective associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this Announcement
will actually occur. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking statements,
which speak only as of the date hereof. All subsequent oral or written forward
looking statements attributable to any member of the Wider Drax Group or the
BSIF Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by the
cautionary statement above.
Drax Bidco and BSIF expressly disclaim any obligation to update any
forward-looking or other statements contained herein, except as required by
applicable law or by the rules of any competent regulatory authority, whether
as a result of new information, future events or otherwise.
No profit forecasts or estimates or quantified financial benefit statement
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for BSIF or for Drax for the current or
future financial years would necessarily match or exceed the historical
published earnings or earnings per share for BSIF or for Drax.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10(th) business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10(th) 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 Code, any person who is, or becomes, interested in 1
per cent. 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 p.m. (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 shall
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 Panel's website at
http://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.
Information relating to BSIF Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by BSIF Shareholders, persons with information rights and other
relevant persons for the receipt of communications from BSIF may be provided
to Drax Bidco during the Offer Period as requested under Section 4 of Appendix
4 of the Code.
Publication on website and availability of hard copies
A copy of this Announcement will be made available, free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on Drax Bidco's website at https://drax.com/BluefieldSolarIncomeFundLimited
and BSIF's website at
https://bluefieldsif.com/strategic-review-and-formal-sales-process/
respectively by no later than 12 noon (London time) on the Business Day
following the date of this Announcement.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Right to receive documents in hard copy form
BSIF Shareholders and persons with information rights may request a hard copy
of this Announcement, free of charge, by: (i) contacting Computershare
Investor Services (Guernsey) Limited during business hours on +44 (0) 370 707
4040 (lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding
public holidays in England and Wales)); or (ii) by submitting a request via
email on info@computershare.co.je. A person so entitled may also request that
all future documents, announcements and information in relation to the
Acquisition be sent to them in hard copy form.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE ACQUISITION
Part A: Conditions to the Scheme and the Acquisition
1 The Acquisition is conditional upon the Scheme becoming
unconditional and Effective, subject to the provisions of the Code, by no
later than 11.59 p.m. on the Long Stop Date.
2 The Scheme shall be subject to the following conditions:
(a)
(i) its approval by a majority in number of the Scheme
Shareholders who are present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting and at any separate class meeting
which may be required (or any adjournment or postponement thereof), and who
represent not less than 75 per cent. of the votes cast by those Scheme
Shareholders; and
(ii) such Court Meeting and any such separate class meeting (or
any adjournment or postponement thereof) being held on or before the 22(nd)
day after the expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date, if any, (a) as Drax Bidco and BSIF
may agree or (b) (in a competitive situation) as may be specified by Drax
Bidco with the consent of the Panel, and in each case (if so required) with
the approval of the Court);
(b)
(i) the resolution(s) required to implement the Scheme being
duly passed by BSIF Shareholders representing not less than 75 per cent. of
the votes cast at the General Meeting (or any adjournment or postponement
thereof); and
(ii) such General Meeting (or any adjournment or postponement
thereof) being held on or before the 22(nd) day after the expected date of
such meeting to be set out in the Scheme Document in due course (or such later
date, if any, (a) as Drax Bidco and BSIF may agree or (b) (in a competitive
situation) as may be specified by Drax Bidco with the consent of the Panel,
and in each case (if so required) with the approval of the Court); and
(c)
(i) the sanction of the Scheme by the Court (with or without
modification, but subject to any modification being on terms acceptable to
BSIF and Drax Bidco); and
(ii) the Court Hearing being held on or before the 22(nd) day
after the expected date of the Court Hearing as first announced by BSIF
through a Regulatory Information Service (or such later date, if any, (a) as
Drax Bidco and BSIF may agree or (b) (in a competitive situation) as may be
specified by Drax Bidco with the consent of the Panel, and in each case (if so
required) with the approval of the Court).
3 In addition, subject as stated in Part B below and to the
requirements of the Panel, the Acquisition shall be conditional upon the
following Conditions and, accordingly, the sanction of the Scheme by the Court
will not be sought unless such Conditions (as amended, if appropriate) have
been satisfied or, where relevant, waived:
Official authorisations, regulatory clearances and third party clearances
(a)
(i) insofar as Drax is satisfied that the Acquisition
constitutes a notifiable transaction under the National Security and
Investment Act 2021 (the "NSIA"), the requisite notification having been made
and the Secretary of State responsible for decisions under the NSIA (the
"Secretary of State") confirming that no further action will be taken under
the NSIA in relation to the Acquisition or making a final order under the NSIA
in respect of the Acquisition, the provisions of which allow the Acquisition
to proceed on terms reasonably satisfactory to Drax Bidco, and such order not
being varied in a manner that is not reasonably satisfactory to Drax Bidco
before the Effective Date; or
(ii) if a notification is not made under Condition 3(a)(i) above
and, prior to the date on which all other Conditions are satisfied or waived,
the Secretary of State issues a call-in notice within the meaning of the NSIA
in relation the Acquisition, the Secretary of State: (A) confirming that no
further action will be taken under the NSIA in relation to the Acquisition; or
(B) making a final order under the NSIA in respect of the Acquisition, the
provisions of which allow the Acquisition to proceed on terms reasonably
satisfactory to Drax Bidco, and such order not being varied in a manner that
is not reasonably satisfactory to Drax Bidco before the Effective Date,
(the "UK National Security and Investment Condition");
(b) other than in respect of, or in connection with, Condition 3(a)
above, the waiver (or non-exercise within any applicable time limits) by any
relevant government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade
agency, association, institution, any entity owned or controlled by any
relevant government or state, or any other body or person whatsoever in any
jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider BSIF Group taken as a whole or in the context of the Acquisition)
arising as a result of or in connection with the Acquisition including,
without limitation, its implementation and financing or the proposed direct or
indirect acquisition of any shares or other securities in, or control or
management of, BSIF by Drax Bidco or any member of the Wider Drax Group;
(c) other than in respect of, or in connection with, Condition 3(a)
above, all notifications, filings or applications which are necessary or
appropriate having been made in connection with the Acquisition and all
applicable waiting and other time periods (including any extensions thereof)
under the laws or regulation of any jurisdiction having expired, lapsed or
been terminated (as appropriate) and all statutory or regulatory obligations
in any jurisdiction having been complied with in connection with the
Acquisition or the acquisition by any member of the Wider Drax Group of any
shares or other securities in, or control of, BSIF and all authorisations,
orders, grants, recognitions, determinations, confirmations, consents,
licences, clearances, permissions, exemptions and approvals deemed necessary
or appropriate by Drax Bidco or any member of the Wider Drax Group for or in
respect of the Acquisition including, without limitation, its implementation
and financing or the proposed direct or indirect acquisition of any shares or
other securities in, or control of, BSIF or any member of the Wider BSIF Group
by any member of the Wider Drax Group having been obtained in terms and in a
form reasonably satisfactory to Drax Bidco from all appropriate Third Parties
or persons with whom any member of the Wider BSIF Group has entered into
contractual arrangements and all such authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences, clearances,
permissions, exemptions and approvals deemed necessary or appropriate to carry
on the business of any member of the Wider BSIF Group which are material in
the context of the Wider Drax Group or the BSIF Group as a whole or for or in
respect of the Acquisition including, without limitation, its implementation
or financing remaining in full force and effect and all filings necessary for
such purpose having been made and there being no notice or intimation of any
intention to revoke or not to renew any of the same at the time at which the
Acquisition becomes otherwise unconditional and all necessary statutory or
regulatory obligations in any jurisdiction having been complied with;
(d) other than in respect of, or in connection with, Condition 3(a)
above, no Third Party having given notice of a decision to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or
reference (and, in each case, not having withdrawn the same), or having
enacted, made or proposed any statute, regulation, decision or order, or
change to published practice (and in each case, not having withdrawn the same)
or having taken any other step, and there not continuing to be outstanding any
statute, regulation, decision or order, which in each case would or might
reasonably be expected to:
(i) require, prevent or delay the divestiture, or materially
alter the terms envisaged for any proposed divestiture by any member of the
Wider Drax Group or any member of the Wider BSIF Group of all or any portion
of their respective businesses, assets or property or impose any limitation on
the ability of any of them to conduct their respective businesses (or any of
them) or to own any of their respective assets or properties or any part
thereof which, in any such case, is material in the context of the Wider Drax
Group or the Wider BSIF Group in either case taken as a whole or in the
context of the Acquisition;
(ii) require, prevent or delay the divestiture by any member of
the Wider Drax Group of any shares or other securities in BSIF or any member
of the Wider Drax Group;
(iii) impose any material limitation on, or result in a delay in,
the ability of any member of the Wider Drax Group directly or indirectly to
acquire or to hold or to exercise effectively any rights of ownership in
respect of shares or loans or securities convertible into shares or any other
securities (or the equivalent) in any member of the Wider BSIF Group or the
Wider Drax Group or to exercise voting or management control over any such
member;
(iv) otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Drax Group or of any member of the Wider
BSIF Group to an extent which is material in the context of the Wider Drax
Group or the Wider BSIF Group in either case taken as a whole or in the
context of the Acquisition;
(v) make the Acquisition or its implementation or the
acquisition or proposed acquisition by Drax Bidco or any member of the Wider
Drax Group of any shares or other securities in, or control of BSIF void,
illegal, and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, delay,
challenge or otherwise interfere with the same, or impose additional
conditions or obligations with respect thereto;
(vi) require any member of the Wider Drax Group or the Wider BSIF
Group to offer to acquire any shares or other securities (or the equivalent)
or interest in any member of the Wider BSIF Group or the Wider Drax Group
owned by any third party;
(vii) impose any limitation on the ability of any member of the
Wider BSIF Group to integrate or co-ordinate its business, or any part of it,
with the businesses of any other members which is adverse to and material in
the context of the Wider BSIF Group taken as a whole or in the context of the
Acquisition; or
(viii) result in any member of the Wider BSIF Group ceasing to be
able to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any BSIF Shares
having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement etc.
(e) save as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider BSIF Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, or any circumstance which in
consequence of the Acquisition or the acquisition or proposed acquisition of
any shares or other securities (or equivalent) in BSIF or because of a change
in the control or management of BSIF or otherwise, could or might result in
any of the following to an extent which is material and adverse in the context
of the Wider BSIF Group, or the Wider Drax Group, in either case taken as a
whole, or in the context of the Acquisition:
(i) any moneys borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member,
being or becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow moneys or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or affected or any
obligation or liability arising or any action being taken or arising
thereunder;
(iii) any asset or interest of any such member being or failing to
be disposed of or charged or ceasing to be available to any such member or any
right arising under which any such asset or interest could be required to be
disposed of or charged or could cease to be available to any such member
otherwise than in the ordinary course of business;
(iv) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interest of any such member or any such mortgage, charge or other security
interest (whenever created, arising or having arisen) having become
enforceable;
(v) any liability of any member of the Wider BSIF Group to make
any severance, termination, bonus or other payment to any of its directors or
other officers;
(vi) the rights, liabilities, obligations or interests of any such
member, or the business of any such member with, any person, firm, company or
body (or any arrangement or arrangements relating to any such interest or
business) being terminated, adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken thereunder;
(vii) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(viii) any such member ceasing to be able to carry on business under
any name under which it presently does so; or
(ix) the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax liability or any
obligation to obtain or acquire any material authorisation, order, grant,
recognition, determination, confirmation, consent, licence, clearance,
permission, exemption, approval, notice, waiver, concession, agreement or
exemption from any Third Party or any person) other than trade creditors or
other liabilities incurred in the ordinary course of business or in connection
with the Acquisition,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider BSIF Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (ix) of this Condition;
Certain events occurring since Last Accounts Date
(f) save as Disclosed, no member of the Wider BSIF Group having,
since the Last Accounts Date:
(i) save as between BSIF and wholly-owned subsidiaries of BSIF,
issued or agreed to issue, authorised or proposed the issue of additional
shares of any class;
(ii) save as between BSIF and wholly-owned subsidiaries of BSIF,
issued or agreed to issue, authorised or proposed the issue of securities
convertible into shares of any class or rights, warrants or options to
subscribe for, or acquire, any such shares or convertible securities or
transferred or sold or agreed to transfer or sell or authorised or proposed
the transfer or sale of BSIF Shares out of treasury;
(iii) other than to another member of the BSIF Group, recommended,
declared, paid or made or made or proposed to recommend, declare, pay or make
any bonus issue, dividend or other distribution whether payable in cash or
otherwise;
(iv) save for intra-BSIF Group transactions, merged or demerged
with any body corporate or acquired or disposed of or transferred, mortgaged
or charged or created any security interest over any assets or any right,
title or interest in any asset (including shares and trade investments) or
authorised or proposed or announced any intention to propose any merger,
demerger, acquisition or disposal, transfer, mortgage, charge or security
interest, in each case, other than in the ordinary course of business and, in
each case, to the extent which is material in the context of the Wider BSIF
Group taken as a whole or in the context of the Acquisition;
(v) save for intra-BSIF Group transactions, made or authorised
or proposed or announced an intention to propose any change in its loan
capital in each case, to the extent which is material in the context of the
Wider BSIF Group taken as a whole or in the context of the Acquisition;
(vi) save for intra-BSIF Group transactions, issued, authorised or
proposed the issue of, or made any change in or to, any debentures or, save in
the ordinary course of business, incurred or increased any indebtedness or
become subject to any contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraphs (i) or (ii)
above, made any other change to any part of its share capital in each case, to
the extent which is material in the context of the Wider BSIF Group taken as a
whole in the context of the Acquisition;
(viii) save for intra-BSIF Group transactions, implemented, or
authorised, proposed or announced its intention to implement, any
reconstruction, merger, demerger, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business;
(ix) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction, arrangement or
commitment (whether in respect of capital expenditure or otherwise) which is
of a long term, onerous or unusual nature or magnitude or which is or could be
restrictive on the business of any member of the Wider BSIF Group or the Wider
Drax Group or which involves or could involve an obligation of such a nature
or magnitude which is other than in the ordinary course of business and which
is material in the context of the Wider BSIF Group taken as a whole or in the
context of the Acquisition;
(x) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or steps or had any
legal proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, or petition
presented or made for its winding-up (voluntary or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, manager, trustee or similar officer of all or any part of its
assets or revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such person
appointed, in each case, to the extent which is material in the context of the
Wider BSIF Group taken as a whole or in the context of the Acquisition;
(xi) entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider BSIF Group or
the Wider Drax Group other than of a nature and extent which is normal in the
context of the business concerned;
(xii) entered into, implemented or authorised the entry into of,
any joint venture, asset or profit sharing arrangement, partnership or merger
of business or corporate entities (other than the Scheme);
(xiii) waived or compromised any claim otherwise than in the ordinary
course of business which is material in the context of the Wider BSIF Group
taken as a whole or in the context of the Acquisition;
(xiv) made any material alteration to its memorandum or articles of
association or other incorporation documents;
(xv) been unable, or admitted in writing that it is unable, to pay
its debts or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business;
(xvi) entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced any intention to, or proposed to, effect any of the transactions,
matters or events referred to in this Condition 3(f);
(xvii) terminated or varied the terms of any agreement or arrangement
between any member of the Wider BSIF Group and any other person in a manner
which would or might reasonably be expected to have a material adverse effect
on the financial position of the Wider BSIF Group taken as a whole or in the
context of the Acquisition;
(xviii) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of BSIF
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Code;
(xix) entered into or varied in a material way the terms of, or made
any offer (which remains open for acceptance) to enter into or vary to a
material extent, any contracts, agreement or arrangement with any of the
directors or senior executives of any members of the Wider BSIF Group; or
(xx) waived or compromised any claim which is material in the
context of the Wider BSIF Group taken as a whole or in the context of the
Acquisition, otherwise than in the ordinary course;
No adverse change, litigation or regulatory enquiry
(g) save as Disclosed, since the Last Accounts Date:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider BSIF Group which, in any
such case, is material in the context of the Wider BSIF Group taken as a whole
or in the context of the Acquisition and no circumstances have arisen which
would or might reasonably be expected to result in such adverse change or
deterioration;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider BSIF Group is or may
become a party (whether as a plaintiff, defendant or otherwise) and no
enquiry, review or investigation by, or complaint or reference to, any Third
Party or other investigative body against or in respect of any member of the
Wider BSIF Group having been instituted, announced, implemented or threatened
by or against or remaining outstanding in respect of any member of the Wider
BSIF Group which in any such case has had or might reasonably be expected to
have a material adverse effect on the Wider BSIF Group taken as a whole or in
the context of the Acquisition;
(iii) no contingent or other liability of any member of the Wider
BSIF Group having arisen or become apparent to Drax Bidco or increased which
has had or might reasonably be expected to have a material adverse effect on
the Wider BSIF Group taken as a whole or in the context of the Acquisition;
(iv) no enquiry or investigation by, or complaint or reference to,
any Third Party having been threatened, announced, implemented, instituted by
or remaining outstanding against or in respect of any member by or the Wider
BSIF Group which in any case is material in the context of the Wider BSIF
Group taken as a whole;
(v) no member of the Wider BSIF Group having conducted its
business in breach of any applicable laws and regulations and which is
material in the context of the Wider BSIF Group as a whole or in the context
of the Acquisition; and
(vi) no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence or permit
held by any member of the Wider BSIF Group which is necessary for the proper
carrying on of its business and the withdrawal, cancellation, termination or
modification of which has had, or would reasonably be expected to have, an
adverse effect which is material in the context of the Wider BSIF Group taken
as a whole or in the context of the Acquisition;
No discovery of certain matters
(h) save as Disclosed, Drax Bidco not having discovered:
(i) that any financial, business or other information
concerning the Wider BSIF Group as contained in the information publicly
disclosed or disclosed at any time to any member of the Wider Drax Group by
or on behalf of any member of the Wider BSIF Group is materially misleading,
contains a material misrepresentation of fact or omits to state a fact
necessary to make that information not misleading, in each case, to an extent
which is material in the context of the Wider BSIF Group taken as a whole or
in the context of the Acquisition;
(ii) that any member of the Wider BSIF Group or partnership,
company or other entity in which any member of the Wider BSIF Group has a
significant economic interest and which is not a subsidiary undertaking of
BSIF, is subject to any liability (contingent or otherwise) which is not
disclosed in the annual report and accounts of BSIF Group for the financial
year ended 30 June 2025, in each case, to the extent which is material in the
context of the Wider BSIF Group taken as a whole or in the context of the
Acquisition; or
(iii) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider BSIF Group
and which is material in the context of the Wider BSIF Group taken as a whole
or in the context of the Acquisition;
(i) save as Disclosed, Drax Bidco not having discovered that:
(i) any past or present member of the Wider BSIF Group has
failed to comply with any and/or all applicable legislation or regulation, of
any jurisdiction with regard to the use, treatment, handling, storage,
carriage, disposal, spillage, release, discharge, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or harm human health or animal health or otherwise relating to environmental
matters or the health and safety of humans, or that there has otherwise been
any such use, treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission would be likely to
give rise to any liability, cost or penalty for non-compliance (in each case,
whether actual or contingent) on the part of any member of the Wider BSIF
Group and which is material in the context of the Wider BSIF Group taken as a
whole or in the context of the Acquisition;
(ii) there is, or is likely to be, for any reason whatsoever,
any liability (actual or contingent) of any past or present member of the
Wider BSIF Group to make good, remediate, repair, reinstate or clean up any
property or any controlled waters now or previously owned, occupied, operated
or made use of or controlled by any such past or present member of the Wider
BSIF Group (or on its behalf) or by any person for which a member of the Wider
BSIF Group is or has been responsible, or in which any such member may have or
previously have had or be deemed to have had an interest, under any
environmental legislation, common law, regulation, notice, circular or order
of any Third Party in any jurisdiction or to contribute to the cost thereof or
associated therewith or indemnify any person in relation thereto and which is
material in the context of the Wider BSIF Group taken as a whole or in the
context of the Acquisition;
(iii) circumstances exist (whether as a result of the making of
the Acquisition or otherwise) which would be reasonably likely to lead to any
Third Party instituting, or whereby any member of the Wider Drax Group or any
present or past member of the Wider BSIF Group would be likely to be required
to institute, an environmental audit or take any other steps which would in
any such case be reasonably likely to result in any liability (whether actual
or contingent) to improve, modify existing or install new plant, machinery or
equipment or carry out changes in the processes currently carried out or make
good, remediate, repair, re-instate or clean up any land or other asset
currently or previously owned, occupied or made use of by any past or present
member of the Wider BSIF Group (or on its behalf) or by any person for which a
member of the Wider BSIF Group is or has been responsible, or in which any
such member may have or previously have had or be deemed to have had an
interest which is material in the context of the Wider BSIF Group taken as a
whole or in the context of the Acquisition; or
(iv) circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any product or
process of manufacture or materials used therein currently or previously
manufactured, sold or carried out by any past or present member of the Wider
BSIF Group which claim or claims would be likely, materially and adversely, to
affect any member of the Wider BSIF Group and which is material in the context
of the Wider BSIF Group taken as a whole or in the context of the Acquisition;
and
Anti-corruption, economic sanctions, criminal property and money laundering
(j) save as Disclosed, Drax Bidco not having discovered that:
(i) (A) any past or present member, director, officer or
employee of the Wider BSIF Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, the Prevention
of Corruption (Bailiwick of Guernsey) Law, 2003 or any other applicable
anti-corruption or anti-bribery law, rule or regulation or any other
applicable law, rule, or regulation concerning improper payments or kickbacks
or (B) any person that performs or has performed services for or on behalf of
the Wider BSIF Group is or has at any time engaged in any activity, practice
or conduct in connection with the performance of such services which would
constitute an offence under the Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977, the Prevention of Corruption (Bailiwick of Guernsey)
Law, 2003 or any other applicable anti-corruption or anti-bribery law, rule or
regulation or any other applicable law, rule, or regulation concerning
improper payments or kickbacks; or
(ii) any asset of any member of the Wider BSIF Group constitutes
criminal property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition) or proceeds of crime
under any other applicable law, rule, or regulation concerning money
laundering or proceeds of crime or any member of the Wider BSIF Group is found
to have engaged in activities constituting money laundering under any
applicable law, rule, or regulation concerning money laundering; or
(iii) any past or present member, director, officer or employee of
the Wider BSIF Group, or any other person for whom any such person may be
liable or responsible, is or has engaged in any conduct which would violate
applicable economic sanctions or dealt with, made any investments in, made any
funds or assets available to or received any funds or assets from:
(A) any government, entity or individual in respect of which US,
UK or European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by US, UK or European Union laws
or regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control, or HM Revenue and Customs; or
(B) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states, save that this shall
not apply if and to the extent that it is or would be unenforceable by reason
of breach of any applicable Blocking Law; or
(iv) any past or present member, director, officer or employee of
the Wider BSIF Group, or any other person for whom any such person may be
liable or responsible:
(A) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;
(B) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;
(C) has engaged in conduct which would violate any relevant laws,
rules, or regulations concerning human rights, including but not limited to
any law, rule, or regulation concerning false imprisonment, torture or other
cruel and unusual punishment, or child labour; or
(D) is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality, or
international organisation or found to have violated any applicable law, rule,
or regulation concerning government contracting or public procurement; or
(v) any member of the Wider BSIF Group is or has been engaged in
any transaction which would cause Drax Bidco or any member of the Wider Drax
Group to be in breach of any law or regulation upon its acquisition of BSIF,
including but not limited to the economic sanctions of the United States
Office of Foreign Assets Control, or HM Revenue and Customs, or any other
relevant government authority.
Part B: Certain further terms of the Acquisition
1. Subject to the requirements of the Panel and the Code, Drax Bidco
reserves the right in its sole discretion to waive:
(a) the deadline set out in paragraph 1 of Part A of this Appendix I, and
any of the deadlines set out in paragraph 2 of Part A of this Appendix I for
the timing of the Court Meeting, the General Meeting and the Court Hearing. If
any such deadline is not met, Drax Bidco shall make an announcement by 8.00
a.m. on the Business Day following such deadline confirming whether it has
invoked or waived the relevant Condition or agreed with BSIF (or, as the case
may be, the Panel) to extend the deadline in relation to the relevant
Condition; and
(b) in whole or in part, all or any of the Conditions set out in Part A of
this Appendix I, except for the Conditions set out in paragraph 2(a)(i),
2(b)(i) and 2(c)(i) of Part A of this Appendix I which cannot be waived.
2. Conditions set out in paragraphs 2(a), 2(b) and 3 of Part A of this
Appendix I must each be satisfied or (if capable of waiver) be waived by Drax
Bidco by the commencement of the Court Hearing. Drax Bidco shall be under no
obligation to waive (if capable of waiver), to determine to be or remain
satisfied or to treat as satisfied any of the Conditions set out in paragraph
3 of Part A of this Appendix I that it is entitled (with the consent of the
Panel and subject to the requirements of the Code) to invoke, by a date
earlier than the latest date specified above for the fulfilment or waiver
thereof, notwithstanding that the other Conditions may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any such Conditions may not be capable of
fulfilment.
3. Under Rule 13.5(a) of the Code, Drax Bidco may not invoke a Condition to
the Acquisition so as to cause the Acquisition not to proceed, to lapse or to
be withdrawn unless the circumstances which give rise to the right to invoke
the Condition are of material significance to Drax Bidco in the context of the
Acquisition. Drax Bidco may only invoke a condition that is subject to Rule
13.5(a) with the consent of the Panel and any condition that is subject to
Rule 13.5(a) may be waived by Drax Bidco. Conditions set out in paragraphs 1
and 2 of Part A of this Appendix I and, if applicable, any acceptance
condition if the Acquisition is implemented by means of a Takeover Offer, are
not subject to Rule 13.5(a) of the Code.
4. If Drax Bidco is required by the Panel to make an offer for BSIF Shares
under the provisions of Rule 9 of the Code, Drax Bidco may make such
alterations to any of the Conditions and the terms of the Acquisition as are
necessary to comply with the provisions of Rule 9 of the Code.
5. Drax Bidco reserves the right to elect to implement the Acquisition by
way of a Takeover Offer as an alternative to the Scheme (with the Panel's
consent). In such an event, the Acquisition will be implemented on the same
terms and conditions as those which would apply to the Scheme, subject to
appropriate amendments including (without limitation) the inclusion of an
acceptance condition set at 90 per cent. of the BSIF Shares to which such
Takeover Offer relates (or such lesser percentage as Drax Bidco may determine,
subject to the rules of the Code and in consultation with the Panel, being in
any case more than 50 per cent. of the BSIF Shares), or any amendments
required by, or deemed appropriate by, Drax Bidco under applicable law or any
amendments necessary to reflect the Takeover Offer. Further, if sufficient
acceptances of such Takeover Offer are received and/or sufficient BSIF Shares
are otherwise acquired, it is the intention of Drax Bidco to apply the
provisions of Part XVIII of the Companies Law to compulsorily acquire any
outstanding BSIF Shares to which such Takeover Offer relates.
6. BSIF Shares which will be acquired pursuant to the Acquisition will be
acquired fully paid and free from all liens, equities, charges, encumbrances,
options, rights of pre-emption and any other third party rights and interests
of any nature whatsoever and together with all rights now or hereafter
attaching or accruing to them, including voting rights and the right to
receive and retain in full all dividends and other distributions (if any)
declared, made or paid or any other return of capital or value by reference to
a record date after the Effective Date.
7. Other than in relation to the Permitted Dividend, if, on or after the
date of this Announcement and on or prior to the Effective Date, any dividend,
distribution or other return of value is announced, declared, made, or paid or
becomes payable in respect of BSIF, Drax Bidco reserves the right (without
prejudice to any right Drax Bidco may have, with the consent of the Panel, to
invoke the Condition set out in paragraph 3(f)(iii) of Part A of this Appendix
I) to reduce the Cash Consideration payable under the terms of the Acquisition
by an amount up to the amount of any such dividend, other distribution or
return of value, in which case any reference in this Announcement or in the
Scheme Document to the Cash Consideration will be deemed to be a reference to
the Cash Consideration so reduced. If (but only to the extent) Drax Bidco
exercises this right or makes such a reduction in respect of a dividend, other
distribution or return of value, BSIF Shareholders shall be entitled to
receive and retain any such dividend, distribution, or other return of value
declared, made, or paid. For the avoidance of doubt, any exercise by Drax
Bidco of its rights referred to in this paragraph shall not be regarded as
constituting any revision or variation of the Acquisition.
8. Except with the Panel's consent, settlement of the Cash Consideration to
which any Scheme Shareholder is entitled under the Scheme will be implemented
in full in accordance with the terms of the Scheme without regard to any lien,
right of set-off, counterclaim or other analogous right to which Drax Bidco
may otherwise be, or claim to be, entitled as against such Scheme Shareholder
and will be effected in the manner described in this Announcement.
9. The Acquisition is not being made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, email or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of, any
Restricted Jurisdiction where to do so would violate the laws of that
jurisdiction.
10. The Scheme is governed by the laws of Guernsey and is subject to the
jurisdiction of the Court, and to the Conditions and further terms set out in
this Appendix I and to be set out in the Scheme Document. The Acquisition is
subject to the applicable requirements of the Code, the UK Listing Rules, the
Companies Law, the Panel, the London Stock Exchange, and the Financial Conduct
Authority.
11. Each of the Conditions shall be regarded as a separate Condition and
shall not be limited by reference to any other Condition.
12. The Acquisition is subject to, inter alia, the Conditions set out in
Part A and the further terms of the Acquisition set out in Part B of this
Appendix I to this Announcement. The Acquisition is also subject to the full
terms and conditions which will be set out in the Scheme Document and such
further terms as may be required to comply with the provisions of the Code.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
i. As at 29 May 2026 (being the latest practicable date prior to the date
of this Announcement), BSIF has in issue and admitted to trading on the Main
Market 592,080,033 ordinary shares (excluding 19,372,184 ordinary shares held
in treasury) of 0.01 pence each in issue. The International Securities
Identification Number (ISIN) of BSIF Shares is GG00BB0RDB98.
ii. Any references to the issued share capital of BSIF are based on the
592,080,033 BSIF Shares referred to in paragraph i above.
iii. Unless otherwise stated, all prices and Closing Prices for BSIF Shares
are closing quotations derived from Bloomberg.
iv. The volume-weighted average price of a BSIF Share is derived from
Bloomberg for the relevant period.
v. The enterprise value of £1,082 million of BSIF has been calculated
based on:
a. the terms of the Acquisition (including the Permitted Dividend), valuing
the entire issued share capital of BSIF at approximately £561 million, plus
b. BSIF's net debt of £521 million, comprising £554 million of total
external debt, net of £0.05 million Fund level cash and £33.0 million of
immediate holding company cash, derived from BSIF's unaudited interim accounts
for the period ended 31 December 2025;
vi. BSIF's total shareholder return of 122 per cent. is based on the total
shareholder return since BSIF's IPO on 11 July 2013, reflecting a share price
on admission of 100p assuming all dividends received by BSIF Shareholders
during the period have been re-invested in the BSIF Shares and a final price
of 92.574 pence, with all relevant data sourced from LSEG Workspace.
vii. Unless otherwise stated, the financial information relating to BSIF is
extracted from the audited consolidated financial statements of BSIF for the
financial year to 30 June 2025 or the unaudited consolidated financial
statements of BSIF for the half financial year to 31 December 2025, in each
case prepared in accordance with UK-adopted International Accounting Standards
in conformity with the requirements of the Companies Law.
viii. "Operating free cash flow" for the financial year ended 30 June 2025 is
stated after deducting reported group corporation tax of £9.6 million and an
electricity generator levy of £2.9 million from BSIF's EBITDA.
ix. Unless otherwise stated, the financial information relating to Drax has
been extracted or derived (without any adjustment) from the annual report and
audited accounts of Drax for the financial year ended 31 December 2025.
x. Certain figures included in this Announcement have been subject to
rounding adjustments.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
The following BSIF Directors have given irrevocable undertakings to vote (or,
where applicable, procure the voting) in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting and, if Drax
Bidco exercises its right to implement the Acquisition by way of a Takeover
Offer, to accept (or, where applicable, procure) acceptance of such Takeover
Offer in respect of their personal beneficial holdings of BSIF Shares (or
those of their immediate family):
BSIF Directors' Irrevocable Undertakings
Name of BSIF Director Number of BSIF Shares in respect of which undertaking is given Percentage of BSIF issued share capital as at 29 May 2026
Michael Gibbons 37,800 0.01%
Glen Suarez 14,000 0.00%
Meriel Lenfestey 20,000 0.00%
Elizabeth Burne 15,000 0.00%
Christopher Waldron 90,000 0.02%
TOTAL 176,800 0.03%
The obligations of the BSIF Directors under the irrevocable undertakings shall
remain binding in the event that a higher competing offer is made for BSIF and
shall lapse and cease to have effect on and from the following occurrences:
· immediately if Drax Bidco announces, with the consent of the Panel,
that it does not intend to proceed with the Acquisition;
· immediately if the Scheme does not become Effective or the Takeover
Offer does not become unconditional before 11.59 p.m. on the Long Stop Date;
or
· on and from the time and date on which the Acquisition lapses (or,
in the case of a Takeover Offer, is withdrawn), save that switching from a
Scheme to a Takeover Offer, or vice versa, shall not be deemed to constitute
the lapsing or withdrawal of the Acquisition, provided that the lapsing of the
irrevocable undertaking will not affect any accrued rights or liabilities in
respect of non-performance of any obligation under the irrevocable undertaking
falling due for performance before such lapse.
APPENDIX IV
RISK FACTORS
As the Acquisition constitutes a "significant transaction" for Drax for the
purposes of the UK Listing Rules, Drax is required to describe any risks
associated with the Acquisition which are summarised below.
The Acquisition is subject to the Conditions which may not be satisfied or
waived
Completion of the Acquisition is subject to the Conditions being satisfied
(or, if permitted, waived). A summary of the principal Conditions to which the
Acquisition is subject is set out at paragraph 14 above of this Announcement
and the Conditions are set out in full in Appendix I to this Announcement. The
Conditions must be satisfied, or where permitted, waived, by the Long Stop
Date (subject to the Code). However, the Acquisition is currently expected to
become Effective during Q3 2026.
There is no guarantee that the Conditions will be satisfied in the necessary
time frame (or waived, if applicable). The applicable regulatory authorities
have discretion in imposing conditions in granting their consent, which could
result in a delay in completion of, or a decision not to complete, the
Acquisition. Failure to satisfy (or, where permitted, waive) these Conditions
may result in the Acquisition not being completed.
Delay in completing the Acquisition will prolong the period of uncertainty for
the Wider Drax Group and the Wider BSIF Group and both delay and failure to
complete the Acquisition may result in the accrual of additional costs to
their respective businesses without any of the potential benefits of the
Acquisition having been achieved.
Drax Bidco's ability to invoke a Condition (other than the Conditions set out
in paragraphs 2(a)(i), 2(b)(i) and 2(c)(i) of Part A of Appendix I to this
Announcement) to either lapse its offer or to delay completion of the
Acquisition is subject to the Panel's consent. In granting its consent, the
Panel would need to be satisfied that the underlying circumstances are of
"material significance" to Drax Bidco in the context of the Acquisition and
this is a high threshold to fulfil. Consequently, there is a significant risk
that Drax Bidco may be required to complete the Acquisition even where certain
Conditions have not been satisfied or where a material adverse change has
occurred to the Wider BSIF Group. If any of the events described above were to
occur, they may result in additional costs and/or the delay or the failure
(partial or otherwise) to realise the financial benefits relating to the
Acquisition identified by the parties or may otherwise impact Drax Bidco's
strategy and operations.
The Combined Group's success will be dependent upon its ability to integrate
the BSIF Group, manage existing contractual arrangements with Bluefield and
deliver the expected benefits of the Acquisition; such benefits may not be
fully achieved.
The Combined Group's future prospects will, in part, be dependent upon the
Combined Group's ability to integrate the BSIF Group successfully, without
disruption to the existing business.
The integration process following the Effective Date may be more complex than
anticipated. Successful integration will require a significant amount of
management time and may affect the ability of the management team of the
Combined Group to run the business effectively during the period of
integration and to execute the Wider BSIF Group's existing strategic
priorities. If the integration process proves more difficult than is being
anticipated, there is a risk to the operational performance of the Combined
Group.
The Combined Group may face various challenges when integrating the BSIF Group
into the Wider Drax Group, including, among others, standardising policies and
procedures, processes and systems and integrating legal entities.
In addition, the BSIF Group is party to a number of existing contractual
agreements with Bluefield pursuant to which a range of services including
asset management, operations and maintenance, construction management and
project development are provided by Bluefield, BSIF's manager. These
agreements may only be terminated in limited circumstances (or at the end of
the existing term of the relevant agreement). As a result, the Combined Group
may have limited ability to renegotiate the scope or pricing of services under
the agreements following the Effective Date. Any changes to the scope of
services or associated fees would need to be separately agreed with Bluefield.
If the Combined Group does not acquire Bluefield or is otherwise required to
replace some or all of the services currently provided, the Combined Group may
need to transition such services in-house or to alternative providers. This
could result in operational disruption, increased costs, and execution risk,
particularly if such transition is undertaken without the full cooperation of
the existing service provider. In addition, any misalignment of incentives or
deterioration in the relationship with Bluefield following the Effective Date
could adversely affect the level or quality of services provided.
The continued operation of the arrangements, including any limitations on the
Combined Group's ability to amend or terminate such arrangements or to align
them with the Combined Group's policies, systems and strategic objectives, may
make it more difficult to fully integrate the BSIF Group and realise
anticipated synergies. If the Combined Group does not properly manage these
challenges, they may impair the ability of the Combined Group to properly
execute the integration of the BSIF Group.
Whilst the Drax Directors believe that the Acquisition will achieve material
benefits, unanticipated events, liabilities, tax impacts or unknown
pre-existing issues may arise or become apparent (whether as a result of a
decision or action taken by a regulator with jurisdiction over the Combined
Group's business or otherwise) which could result in the costs of integration
being higher and the realisable benefits being lower than expected, resulting
in a material adverse effect on the business, results of operations, financial
condition and/or prospects of the Combined Group and the market price of Drax
Shares. No assurance can be given that the integration process will deliver
all or substantially all of the expected benefits within the assumed time
frame.
The prospect of completion of the Acquisition could disrupt the businesses of
the Wider Drax Group and/or the Wider BSIF Group, which could have material
adverse effects on the business, financial condition, results of operations
and prospects of the Wider Drax Group, the Wider BSIF Group or the Combined
Group and the market price of Drax Shares.
The prospect of completion of the Acquisition could disrupt the businesses of
the Wider Drax Group and the Wider BSIF Group. For example, current and
prospective partners may, in response to the announcement of the Acquisition,
terminate, change or defer their custom, which could materially and adversely
affect the revenues and profits of the Wider Drax Group or the Wider BSIF
Group and/or any anticipated growth in revenues. Furthermore, market reaction
to and/or speculation regarding the likelihood of completion of the
Acquisition could increase the volatility of the price of Drax shares.
If the Wider Drax Group and/or the Wider BSIF Group fail to manage these risks
effectively, the business and financial results of the Wider Drax Group, the
Wider BSIF Group and/or the Combined Group could be adversely affected. In
addition, the Wider Drax Group may incur higher than expected transaction and
integration related costs.
Changes to government support arrangements for low-carbon generation may
affect the Combined Group's revenues
Certain of the Wider BSIF Group's assets benefit from, or may in the future
depend on, government support mechanisms for low-carbon electricity
generation, including the Renewables Obligation ("RO") regime and CfDs or
similar arrangements. Government policy in this area is subject to change.
Any modification, replacement or withdrawal of existing support schemes,
including any potential transition of assets from the RO regime to CfDs or
alternative mechanisms, could affect the level, duration and structure of
support available to the Wider BSIF Group's assets and may result in changes
to the timing and profile of revenues derived from those assets.
While alternative support arrangements may provide different revenue
characteristics, including changes to revenue visibility or exposure to market
conditions, the terms of any such arrangements are uncertain and may not be as
favourable as those currently in place which may adversely affect the Wider
BSIF Group's future revenues, including any anticipated growth rising from the
Acquisition.
APPENDIX V
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
Acquisition has the meaning given to it in paragraph 2
Additional Services Fee the fee of £1.75 million to be paid by BSIF to Bluefield in respect of the
provision of certain out of scope additional services by it in connection with
the Formal Sale Process and the Acquisition
Adjusted EBITDA earnings before interest, tax, depreciation, amortisation, other gains and
losses and impairment of non-current assets, excluding the impact of
exceptional items and certain remeasurements, earnings from associates and
earnings attributable to non-controlling interests
AI artificial intelligence
Announcement this announcement
BESS battery energy storage system
Blocking Law (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996
(or any law or regulation implementing such Regulation in any member state of
the European Union); or (ii) any provision of Council Regulation (EC) No
2271/1996 of 22 November 1996, as it forms part of domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018
Bluefield Bluefield Partners LLP
Bluefield Group Bluefield and its group undertakings from time to time
BSIF Bluefield Solar Income Fund Limited
BSIF Board the board of directors of BSIF as at the publication of this Announcement or,
where the context so requires, the
directors of BSIF from time to time
BSIF Directors the directors of BSIF as at the publication of this Announcement or, where the
context so requires, the
directors of BSIF from time to time
BSIF Group BSIF and its group undertakings from time to time, and includes Lyceum Solar
Limited together with its associated undertakings
BSIF Shareholders the holders of BSIF Shares
BSIF Shares ordinary shares of 0.01 pence in the capital of BSIF
Business Day a day (other than Saturdays, Sundays and public holidays in the UK) on which
banks are open for business in London and Guernsey
Cash Consideration has the meaning given to it in paragraph 2
CfDs contracts for difference
Closing Price the closing price of a BSIF Share on a particular trading day as derived from
Bloomberg
Code the City Code on Takeovers and Mergers, as amended from time to time
Combined Group the Wider Drax Group as enlarged by the BSIF Group following the Scheme
becoming Effective
Companies Law the Companies (Guernsey) Law, 2008, as amended from time to time
Conditions the conditions to the implementation of the Acquisition, as set out in Part A
of Appendix I to this Announcement and to be set out in the Scheme Document
Confidentiality Undertaking means the confidentiality undertaking entered into between Drax Corporate and
BSIF dated 25 November 2025
Court the Royal Court of Guernsey
Court Hearing the hearing by the Court of the application to sanction the Scheme under Part
VIII of the Companies Law
Court Meeting the meeting (or meetings) of Scheme Shareholders to be convened pursuant to an
order of the Court under the Companies Law for the purpose of considering and,
if thought fit, approving the Scheme (with or without amendment approved or
imposed by the Court and agreed by Drax Bidco and BSIF), including any
adjournment or postponement thereof, notice of which is to be contained in the
Scheme Document
CREST the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear
Dealing Disclosure has the same meaning as in Rule 8 of the Code
Deutsche Numis Deutsche Numis AG's London branch trading as Deutsche Numis
Disclosed the information fairly disclosed by, or on behalf of, BSIF (i) in the annual
report and accounts of BSIF Group for the financial period ended 30 June 2025;
(ii) in this Announcement; (iii) in any other announcement to a Regulatory
Information Service by, or on behalf of, BSIF prior to the date of this
Announcement; or (iv) as otherwise fairly disclosed to Drax Bidco or Drax (or
its respective officers, employees, agents or advisers) (including via the
virtual data room operated by or on behalf of BSIF in respect of the
Acquisition and any management presentations, diligence calls or meetings in
connection with the Acquisition attended by Drax Bidco or Drax (or its
respective officers, employees, agents or advisers)) prior to the date of this
Announcement
Drax Drax Group plc
Drax Bidco Drax Smart Generation Holdco Limited, a wholly owned subsidiary of Drax
Drax Corporate Drax Corporate Limited, a wholly owned subsidiary of Drax
Drax Directors the directors of Drax as at the publication of this Announcement or, where the
context so requires, the
directors of Drax from time to time
Drax Shareholders the holders of ordinary shares in the capital of Drax
Drax Shares the ordinary shares of 11 16/29 pence in the capital of Drax
EBITDA earnings before interest, tax, depreciation and amortisation
Effective in the context of the Acquisition:
(a) if the Acquisition is implemented by way of the Scheme, the Scheme
having become effective pursuant to its terms; or
(b) if the Acquisition is implemented by way of a Takeover Offer, such
Takeover Offer having become or been declared unconditional in all respects in
accordance with the requirements of the Code
Effective Date the date on which the Acquisition becomes Effective
Euroclear Euroclear UK & International Limited
Excluded Shares BSIF Shares at any relevant time which (if any): (a) are registered in the
name of or beneficially owned by Drax Bidco or any member of the Wider Drax
Group or any other person holding shares in Drax Bidco; or (b) held as
treasury shares
FCA or Financial Conduct Authority the Financial Conduct Authority acting in its capacity as the competent
authority for the purposes of Part VI of FSMA
FiTs feed-in Tariffs
FlexGen flexible generation
Forms of Proxy the forms of proxy for use in connection with each of the Court Meeting and
the General Meeting, which shall accompany the Scheme Document
FSMA the Financial Services and Markets Act 2000, as amended from time to time
General Meeting the general meeting of BSIF Shareholders (including any adjournment or
postponement thereof) to be convened in connection with the Scheme, notice of
which is to be contained in the Scheme Document
GLIL Infrastructure GLIL Corporate Holdings 6 Limited
Guernsey the Island of Guernsey
GW gigawatt
Inducement Fee Agreement the inducement fee agreement dated 1 June 2026 entered into between BSIF and
Drax Bidco
Investment Advisory Agreement the existing amended and restated investment advisory agreement dated 21
December 2023 made between BSIF, Bluefield Renewables 1 Limited and Bluefield,
as supplemented by an agreement dated 16 February 2026
IPO initial public offering
J.P. Morgan Cazenove J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove
Last Accounts Date 30 June 2025
London Stock Exchange London Stock Exchange plc
Long Stop Date 31 December 2026, or such later date: (i) as may be agreed in writing by Drax
Bidco and BSIF (with the Panel's consent, if required); or (ii) (in a
competitive situation) as may be specified by Drax Bidco with the consent of
the Panel; or (iii) as the Panel may direct under the Note on Section 3 of
Appendix 7 of the Code, and, in each case, as the Court may approve (if such
approval is required)
Main Market main market of the London Stock Exchange
NAV net asset value
NESO the National Energy System Operator
Net Debt net debt is calculated by taking the Wider Drax Group's borrowings, adjusting
for the impact of associated hedging instruments, lease liabilities and
subtracting cash and cash equivalents. Net debt excludes the share of
borrowings, lease liabilities and cash and cash equivalents attributable to
non-controlling interests.
NSIA the National Security and Investment Act 2021
OCGT open cycle gas turbine
Offer Document the document containing a Takeover Offer
Offer Period the offer period (as defined in the Code) relating to BSIF which commenced on
5 November 2025
Opening Position Disclosure has the same meaning as in Rule 8 of the Code
Overseas Shareholders BSIF Shareholders (or nominees of, or custodians or trustees for BSIF
Shareholders) not resident in, or nationals or citizens of, the United Kingdom
or Guernsey
Panel the Panel on Takeovers and Mergers
Permitted Dividend the second interim dividend payment of 2.25 pence per BSIF Share in relation
to the financial year ending 30 June 2026 announced on 14 May 2026
PPAs power purchase agreements
REGOs renewable energy guarantees of origin certificates
Regulatory Information Service any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to BSIF Shareholders
ROCs renewable obligation certificates
Rothschild & Co N M Rothschild & Sons Limited
Scheme or Scheme of Arrangement the proposed scheme of arrangement under Part VIII of the Companies Law
between BSIF and Scheme Shareholders in connection with the Acquisition, with
or subject to any modification, addition or condition approved or imposed by
the Court and agreed by BSIF and Drax Bidco
Scheme Document the document to be sent to BSIF Shareholders containing, amongst other things,
the Scheme, an explanatory statement for the purposes of Part VIII of the
Companies Law and the notices convening the Court Meeting and the General
Meeting
Scheme Record Time the time and date specified as such in the Scheme Document, expected to be
6.00 p.m. on the Business Day immediately after the Court Hearing, or such
other time as BSIF and Drax Bidco may agree
Scheme Shareholder a holder of Scheme Shares from time to time
Scheme Shares (a) the BSIF Shares in issue at the date of the Scheme Document; (b) any BSIF
Shares issued after the date of the Scheme Document and prior to the Scheme
Voting Record Time; and (c) any BSIF Shares issued at or after the Scheme
Voting Record Time and prior to the Scheme Record Time in respect of which the
original or any subsequent holder thereof is bound by the Scheme, or shall by
such time have agreed in writing to be bound by the Scheme, in each case which
remain in issue at the Scheme Record Time but in each case other than Excluded
Shares
Scheme Voting Record Time the date and time specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined, expected to be
6.00 p.m. on the day which is two Business Days before the Court Meeting or,
if the Court Meeting is adjourned or postponed to 6.00 p.m. on the day which
is two Business Days before the date of such adjourned or postponed Court
Meeting
Significant Interest in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of the total voting rights conferred by the equity share capital of
such undertaking
Takeover Offer should the Acquisition be implemented by way of a takeover offer for the
purposes of section 337 of the Companies Law, the offer to be made by or on
behalf of Drax Bidco to acquire the entire issued share capital of BSIF and,
where the context admits, any subsequent revision, variation, extension or
renewal of such takeover offer
Third Party each of a central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency, association, institution,
environmental body, employee representative body or any other body or person
whatsoever in any jurisdiction
UK Listing Rules or UKLRs the UK listing rules made by the FCA under Part VI of FSMA and contained in
the publication of the same name, as amended from time to time or (as
applicable) any set of rules and regulations replacing the same from time to
time
UK National Security and Investment Condition has the meaning ascribed to it in Condition 3(a) of Appendix I of this
Announcement
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
United States or US the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof
US Exchange Act the United States Securities Exchange Act 1934, as amended
WACC weighted average cost of capital
Wider Drax Group Drax and its subsidiary undertakings, associated undertakings and any other
undertaking in which Drax and/or such undertakings (aggregating their
interests) have a Significant Interest
Wider BSIF Group BSIF and its subsidiary undertakings, associated undertakings and any other
undertaking in which BSIF and/or such undertakings (aggregating their
interests) have a Significant Interest, and includes Lyceum Solar Limited
together with its associated undertakings
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking"
and "undertaking" have the respective meanings given thereto by the United
Kingdom Companies Act 2006 and "associated undertaking" has the meaning given
thereto by paragraph 19 of Schedule 6 to the United Kingdom Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008,
other than paragraph 19(1)(b) of Schedule 6 to those regulations which shall
be excluded for this purpose.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
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