Bluefield Solar Income Fund : BSIF Publication of Prospectus

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take or the contents of this document, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank, solicitor, accountant, or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000, as amended (the FSMA) if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your holding of Ordinary Shares in Bluefield Solar Income Fund Limited (the Company), please send this document (but not the personalised Open Offer Application Form and/or Form of Proxy), as soon as possible, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold any part of your holding of Ordinary Shares in the Company, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.

A copy of this document, which comprises a prospectus and circular relating to the Company in connection with the issue of New Ordinary Shares in the Company, has been prepared in accordance with the UK version of the EU Prospectus Regulation (2017/1129) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time (including, but not limited to, by the Prospectus (Amendment etc.) (EU Exit) Regulations 2019/1234 (the Prospectus Amendment Regulations 2019) and The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019)) (the UK Prospectus Regulation) and the prospectus regulation rules of the Financial Conduct Authority (the FCA) (the Prospectus Regulation Rules). This document has been approved by the FCA, as the competent authority under the UK Prospectus Regulation and the FCA only approves this document as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Accordingly, such approval should not be considered as an endorsement of the issuer, or of the quality of the securities, that are the subject of this document; investors should make their own assessment as to the suitability of investing in the New Ordinary Shares. This document has been made available to the public as required by the Prospectus Regulation Rules.

The Company and the Directors accept responsibility for the information contained in this document, and declare that, the information contained in this document is, to the best of their knowledge, in accordance with the facts and this document makes no omission likely to affect its import.

Applications will be made to the Financial Conduct Authority and the London Stock Exchange for all the New Ordinary Shares to be issued pursuant to the Initial Issue and the Placing Programme to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's Main Market. It is expected that admission of the New Ordinary Shares to be issued pursuant to the Initial Issue will become effective, and that dealings in such New Ordinary Shares will commence on 23 July 2021. It is expected that admission of the New Ordinary Shares to be issued pursuant to the Placing Programme will become effective, and that dealings in such New Ordinary Shares will commence, during the period from 23 July 2021 to 28 June 2022.

Prospective investors should read this entire document and, in particular, the matters set out under the heading "Risk Factors" on pages 11 to 32 when considering an investment in the Company.

Bluefield Solar Income Fund Limited

(A company incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as amended, with registered no. 56708)

Issues of up to 127.1 million New Ordinary Shares by way of an Initial Placing, Open Offer and Offer for Subscription and subsequent Placing Programme of up to 500 million New Ordinary Shares (less the number of New Ordinary

Shares issued pursuant to the Initial Issue)

Admissions to the Official List and to trading on the Main Market

and

Notice of Extraordinary General Meeting

Sponsor, Broker and Financial Adviser

Numis Securities Limited

Notice of an Extraordinary General Meeting of the Company to be held at Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY at 9.00 a.m. on 15 July 2021 is set out at the end of this document. The Initial Issue and the Placing Programme described in this document are conditional upon Shareholder approval of the resolution to be proposed at the Extraordinary General Meeting.

Shareholders will find enclosed a Form of Proxy for use in relation to the Extraordinary General Meeting. To be valid, the Form of Proxy should be completed, signed and returned so as to be received by the Company's UK Transfer Agent, Link Group, PXS 1, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL as soon as possible but, in any event, so as to arrive by not later than 9.00 a.m. on 13 July 2021 or, in the event of any adjournment of that meeting by not later than 48 hours (excluding any days which are not Business Days) before the time appointed for the adjourned meeting. If you have a query concerning this document or the Extraordinary General Meeting, please telephone Link Group on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

The Ordinary Shares are not dealt on any recognised investment exchange other than the London Stock Exchange and no applications for the Ordinary Shares to be traded on such other exchanges have been made or are currently expected.

The Company is a closed-ended investment scheme registered pursuant to The Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended and the Registered Collective Investment Scheme Rules 2018. Neither the Guernsey Financial Services Commission nor the States of Guernsey has taken any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it in this document.

Numis Securities Limited (Numis), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company in connection with the Initial Issue, the Placing Programme, and other arrangements as described in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any such person in connection with the Initial Issue, the Placing Programme, the contents of this document or any other matter referred to in this document. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Numis may have under FSMA or the regulatory regime established thereunder. Numis has given and not withdrawn its written consent to the references to its name in the form and context in which it is included in this document.

The New Ordinary Shares offered by this document have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to or for the account or benefit of any U.S. Person (within the meaning of Regulation S under the U.S. Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. In addition, the Company has not been, and will not be, registered under the United States Investment Company Act of 1940, as amended (the U.S. Investment Company Act), nor will the Investment Adviser be registered under the United States Investment Advisers Act of 1940, as amended (the U.S. Investment Advisers Act), and investors will not be entitled to the benefits of the U.S. Investment Company Act or the U.S. Investment Advisers Act.

Prospective investors should consider carefully (to the extent relevant to them) the notices to residents of various countries set out on pages 133 to 137 of this document.

Copies of this document will be available on the Company's website at www.bluefieldsif.com and the National Storage Mechanism of the FCA at https://data.fca.org.uk/a/nsm/nationalstoragemechanism.

This document is dated 29 June 2021.

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	CONTENTS
SUMMARY		4
RISK FACTORS	11
IMPORTANT INFORMATION	33
EXPECTED TIMETABLE	40
ISSUE STATISTICS	41
DEALING CODES	41
DIRECTORS, AGENTS AND ADVISERS	42
PART I	LETTER FROM THE CHAIRMAN	43
PART II	INFORMATION ON THE COMPANY	50
PART III	UK SOLAR MARKET AND INVESTMENT OPPORTUNITY	56
PART IV	THE CURRENT PORTFOLIO AND FURTHER INVESTMENTS	64
PART V	DIRECTORS, MANAGEMENT AND ADMINISTRATION	75
PART VI	FEES AND EXPENSES AND REPORTING	84
PART VII	THE INITIAL ISSUE	86
PART VIII	THE PLACING PROGRAMME	96
PART IX	FINANCIAL INFORMATION RELATING TO THE COMPANY	101
PART X	TAXATION	106
PART XI	ADDITIONAL INFORMATION	112
PART XII	NOTICES TO OVERSEAS INVESTORS	133
PART XIII	GLOSSARY	138
PART XIV	DEFINITIONS	139
APPENDIX 1 TERMS AND CONDITIONS OF THE INITIAL PLACING AND EACH
	SUBSEQUENT PLACING	148
APPENDIX 2 TERMS AND CONDITIONS OF THE OPEN OFFER	164
APPENDIX 3 TERMS AND CONDITIONS OF THE OFFER FOR SUBSCRIPTION	189
NOTES ON HOW TO COMPLETE THE OFFER FOR SUBSCRIPTION APPLICATION FORM	198
INSTRUCTIONS FOR DELIVERY OF COMPLETED OFFER FOR SUBSCRIPTION
APPLICATION FORMS	203
APPLICATION FORM FOR THE OFFER FOR SUBSCRIPTION	205

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SUMMARY

1.	Introduction
a	Name and ISIN of securities
	The ISIN of the Ordinary Shares to be issued under the Initial Issue and the Placing Programme is
	GG00BB0RDB98 and the SEDOL is BB0RDB9.
b	Identity and contact details of the issuer
	Name: Bluefield Solar Income Fund Limited, incorporated in Guernsey with registered number 56708 (the
	Company, and together with its subsidiary undertakings (as defined in section 531 of the Companies (Guernsey)
	Law, 2008, as amended), the Group).
	Address: PO Box 286, Floor 2, Trafalgar Court, Les Banques, St. Peter Port, Guernsey, GY1 4LY
	Tel: [phone]
	Legal Entity Identifier (LEI): 2138004ATNLYEQKY4B30
c	Identity and contact details of the competent authority
	Name: Financial Conduct Authority
	Address: 12 Endeavour Square, London, E20 1JN, United Kingdom
	Tel: [phone]
d	Date of approval of the prospectus
	29 June 2021
e	Warnings
	This summary should be read as an introduction to the prospectus of the Company dated 29 June 2021 (the
	Prospectus). Any decision to invest in the securities should be based on a consideration of the Prospectus as a
	whole by the prospective investor. The investor could lose all or part of the invested capital. Civil liability attaches
	only to those persons who have tabled the summary including any translation thereof, but only where the
	summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Prospectus, or
	where it does not provide, when read together with the other parts of the Prospectus, key information in order to
	aid investors when considering whether to invest in such securities.
2.	Key information on the issuer
a	Who is the issuer of the securities?

1. Domicile and legal form, LEI, applicable legislation and country of incorporation
   The Company is a company limited by shares, registered and incorporated in Guernsey under the Companies (Guernsey) Law, 2008 on 29 May 2013 with registered number 56708 and LEI 2138004ATNLYEQKY4B30. The Company is a closed-ended investment company registered with the Guernsey Financial Services Commission under the Registered Collective Investment Scheme Rules 2018 and the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended.
2. Principal activities
   The Company seeks to provide Shareholders with an attractive return, principally in the form of quarterly income distributions, by being invested primarily in solar energy assets located in the UK. The Company also has the ability to invest a minority of its share capital into wind, hydro and energy storage assets. The Board seeks to adopt a progressive dividend strategy, although the ability to maintain or grow dividends is dependent upon a number of factors, including future power prices in the UK.
3. Major Shareholders
   The below table sets out the persons who had notified the Company of an interest which represents 5 per cent. or more of the voting share capital of the Company as at 25 June 2021 (being the latest practicable date prior to the publication of this Prospectus) (the Latest Practicable Date):

	Number of	% of total issued
Shareholder	Ordinary Shares	share capital
BlackRock	79,550,242	19.5
Gravis Capital Management	28,579,162	7.0
Newton Investment Management	28,198,322	6.9
Legal & General Investment Management	24,087,170	5.9
Aberdeen Standard Capital	22,799,794	5.6

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Save as disclosed in this section, the Company is not aware of any person who, as at the Latest Practicable Date, directly or indirectly, has a holding which is notifiable under applicable law or who directly or indirectly, jointly or severally, exercises or could exercise control over the Company. There are no differences between the voting rights enjoyed by the Shareholders described above and those enjoyed by any other holder of Ordinary Shares.

1. Directors
   John Rennocks (Chairman); John Scott; Paul Le Page; Laurence McNairn; Meriel Lenfestey.
2. Statutory auditors
   The auditors of the Company for the financial year ended 30 June 2020 were KPMG Channel Islands Limited of Glategny Court, Glategny Esplanade, St Peter Port, Guernsey, GY1 1WR.

b What is the key financial information regarding the issuer?

1. Selected historical financial information
   The selected historical financial information set out below, which has been prepared under IFRS, the majority of which has been extracted without material adjustment from the audited financial statements of the Company for the financial years ended 30 June 2018, 30 June 2019 and 30 June 2020 and the unaudited interim financial statements for the six months ended 31 December 2019 and 31 December 2020.

Table 1: Additional information relevant to closed end funds

The data set out in the table below is as at the date of the latest published net asset value, being 31 March 2021.

	Total NAV	Number of	NAV per
Share Class	(£m)	Shares	Share (p)	Historical performance of the Company
Ordinary Shares	460.5	406,999,622	113.14	During the period from 30 June 2020 to 21 March
				2021, the Company delivered a NAV total return
				of 1.83 per cent. measured as the movement in
				NAV plus dividends over the period. Dividends
				for the period totalled 6 pence per Ordinary
				Share. The value of the Company's investments
				as at 31 March 2021 was £460.5 million. As at
				31 March 2021, the Company's NAV per
				Ordinary Share was 113.14 pence and its
				Ordinary Share price was 130.5 pence.

Table 2: Income statement

					Half-year ended
	Year ended 30 June		31 December
	2018	2019		2020	2019	2020
Total Income (£'000)	35,996	46,892		29,578	28,351	14,189
Net profit/(loss) (£'000)	34,796	44,925		28,240	27,678	13,485
Performance fee (£'000)	-	699		-	-	-
Investment Advisory Fee (accrued/paid) (£'000)	311	313		321	170	163
Any other material fees to service providers (£'000)	791	873		918	457	514
Earnings per share (pence)	9.41	12.15		7.63	7.48	3.57

Table 3: Balance sheet

				Half-year ended
	Year ended 30 June		31 December
	2018	2019	2020	2019	2020
Total Net Assets (£'000)	418,995	436,396	433,505	447,392	476,672
Leverage Ratio* (%)	32	34	35	34	37

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* Total liabilities divided by total net assets.

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