BLUEFIELD SOLAR INCOME FUND LIMITED
(“BSIF” or the “Company”)
Strategic Review and Commencement of Formal Sale Process
BSIF has built a strong position in the UK renewable energy sector, consistently delivering attractive returns and demonstrating operational excellence. In the year ended 30 June 2025, the Company generated some 800,000 MWh of clean energy, enough to power around 300,000 homes, and avoided over 140,000 tonnes of CO₂e emissions. With a 1.4GW development pipeline, robust dividend coverage, and a proven record in asset optimisation, BSIF remains well-positioned under its existing business model to deliver returns to its shareholders.
Despite these strengths, the Board has nonetheless recognised the structural challenges facing listed renewable investment companies. As highlighted in the Interim Report published on 27 February 2025 and the 2025 Annual Report published on 21 October 2025 (the “Annual Report”), BSIF’s shares have traded at a persistent discount to NAV for over three years, limiting access to equity markets and constraining growth. Earnings have been directed toward dividends rather than reinvestment, leaving the Company unable to fully benefit from its platform, proprietary pipeline and growth potential.
As discussed in the Annual Report, the Board has considered transitioning to a more integrated and growth-oriented business model (an “IPP”) to unlock long-term value, which could have included an internalisation of the Investment Adviser and a change to the dividend policy to unlock long-term value inherent in its pipeline. Following extensive engagement with its shareholders, it has become clear that such a transition is unlikely to be the preferred strategic direction of shareholders as a whole. The Board received a variety of views from its shareholders including some support for the existing business model and strategy. However, a majority of shareholders expressed a clear preference for alternative value-maximising options, such as the potential sale of the Company or its assets. This feedback has directly informed the Board’s decision to initiate a coordinated Strategic Review and Formal Sale Process.
While the Company’s previous private sales process, limited in scope as outlined in its Annual Report, did not result in a transaction, it yielded valuable insights into market perceptions of BSIF’s strategic positioning and potential. The Board noted that prospective bidders tended to favour integrated platforms that combine operational assets with the Investment Adviser’s Platform and development expertise. As such, Bluefield Partners, as investment adviser and manager to BSIF, would support the sale of its businesses in tandem with BSIF’s operational assets and development pipeline in order to optimise the potential value of a transaction and open the sale process up to the widest possible pool of potential acquirers. The Board and its advisers believe a Formal Sale Process in the public domain is the best method to attract interest from a diverse range of potential acquirers, therefore giving the best chance of maximising value for Shareholders.
Notwithstanding the initiation of the Formal Sale Process, the Board remains open to all options and will continue to evaluate the optimal path forward in the best interests of shareholders.
Formal Sale Process & Takeover Code Considerations
The Strategic Review will be undertaken under the mechanism referred to in the Takeover Code as a Formal Sale Process, which will enable conversations with parties interested in making a proposal to take place on a confidential basis.
Parties interested in submitting an expression of interest should contact Deutsche Numis or Rothschild & Co using the contact details below. It is currently expected that any party interested in submitting any form of proposal for consideration in connection with the Formal Sale Process will, at the appropriate time, enter into a non-disclosure agreement and standstill arrangement with the Company on terms satisfactory to the Board and on the same terms, in all material respects, as other interested parties before being permitted to participate in the process. The Company will update the market in due course regarding timings for the Formal Sale Process.
The Board reserves the right to alter or terminate any aspect of the process as outlined above at any time, and to reject any approach or terminate discussions with any interested party at any time, and in such cases will make an announcement, as appropriate. The Company is not currently in discussions with, or in receipt of an approach from, any potential offeror at the date of this announcement.
The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any party participating in the Formal Sale Process will not be required to be publicly identified under Rules 2.4(a) or (b) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it is participating in the Formal Sale Process. Following this announcement, the Company is now considered to be in an “Offer Period” as defined in the Takeover Code, and the dealing disclosure requirements summarised below will apply.
Shareholders are advised that this announcement does not represent a firm intention by any party to make an offer under Rule 2.7 of the Takeover Code and there can be no certainty that any offers will be made as a result of the Formal Sale Process, that any sale, strategic investment or other transaction will be concluded, nor as to the terms on which any offer, strategic investment or other transaction may be made. Shareholders are advised to take no action at this time.
As a consequence of this announcement, an ‘Offer Period’ has now commenced in respect of the Company in accordance with the Takeover Code, and the attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Takeover Code, which are summarised below in “Disclosure Requirements of the Takeover Code”.
