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Alternative Investment

Bluefield Solar Income Fund : BSIF Article 23 Pre-Contractual Disclosure

Alternative Investment Fund Managers Directive

Pre-investment Disclosure Document

Article 23 AIFMD

The regulatory regime in the European Union covering the management, administration and marketing of alternative investment funds, widely referred to as “AIFMD”, requires the alternative investment fund manager (the “AIFM“) of a fund such as Bluefield Solar Income Fund Limited (“BSIF” or the “Company“) to comply with an extensive set of requirements in connection with the marketing of shares in the capital of the Company in the European Union. The regime is intended to offer an appropriate level of protection to investors in investment products that do not fall under the European Union regime for regulation of certain investment products known as “UCITS”. BSIF is a Guernsey domiciled, internally managed non-EU alternative investment fund for the purposes of the AIFMD and the UK Alternative Investment Fund Managers Regulations 2013 (the “UK AIFM Regulations“), as the board of directors of the Company (the “Directors“) has overall responsibility for the Company’s activities, including its risk and portfolio management activities. BSIF itself is therefore its own AIFM for the purposes of AIFMD.

AIFMD has been implemented in the United Kingdom by a combination of HM Treasury Regulations and FCA Handbook rules and requires that, among other things, certain information is made available by the AIFM to potential investors prior to their making an investment in the Company. The required information is set out in Article 23 of the AIFMD. The UK AIFM Regulations also require the AIFM to disclose certain information on a periodic basis.

To the extent that the AIFM has determined that the requisite information is already set forth in the Company’s Annual Report and Accounts for the year ended 30 June 2022 (the “Annual Report“) (or in any other source document to which investors have access or which they may request), this supplement contains references to the relevant source materials; and to the extent that the AIFM has determined that the requisite information has not been provided to investors, this supplement contains additional disclosure items.

1. A Description of the Investment Strategy and Objectives of the Company, Types of Assets the Company may invest in, Investment Techniques and Associated Risks and Investment Restrictions

For information about the Company’s investment strategy and objectives, the types of assets in which the Company may invest, the investment techniques, principal risks and any investment restrictions, investors are directed to the following disclosures contained in the Company’s Annual Report 2022.

Disclosure requirement

Heading in Annual Report

Investment Strategy and


Company’s Objectives and Strategy (Strategic




Investment Policy (Strategic Report)

Types of assets in which the


Company’s Objectives and Strategy (Strategic

Company may invest



Investment Policy (Strategic Report)

Investment Techniques and Associated

1 Company’s Objectives and Strategy (Strategic



7. Principal and Emerging Risks (Strategic Report)

Investment Restrictions


Investment Policy (Strategic Report)

As at 22 December 2022

2. Leverage

The Company intends to make prudent use of leverage to finance the acquisition of investments, to make further investments and to enhance returns to investors.

Under the Company’s Investment Policy there are restrictions on borrowing as follows:

The Group may make use of non-recourse finance at the SPV level to provide leverage for specific assets or portfolios provided that at the time of entering into (or acquiring) any new financing, total non-recourse financing within the portfolio will not exceed 50 per cent of the prevailing Gross Asset Value. In addition, the Group may, at holding company level, make use of both short-term debt finance and long-term structural debt to facilitate the acquisition of investments, but such holding company level debt (when taken together with the SPV finance noted above) will also be limited so as not to exceed 50 per cent of the Gross Asset Value.

An analysis of the current leverage used by the Company can be found in the section headed “Financing” in the Annual Report, which contains details of the Company’s financing arrangements.

A summary of the debt strategy used by the Group can be found in the section headed “External Debt” in the Annual Report.

The Group has incurred and may in the future incur indebtedness which will be serviced by a first call on cash flows from investments. Whilst the use of leverage may offer the opportunity for enhanced returns to the Group, and thus additional capital growth, it also adds risk to the investment.

3. Modification of Investment Strategy

In accordance with the Listing Rules of the Financial Conduct Authority, any material change to the Company’s published Investment Policy will require the prior approval of both the Financial Conduct Authority and the shareholders of the Company (by way of an ordinary resolution). In considering what is a material change the Company will have regard to the cumulative effect of all the changes since the Company’s shareholders last had the opportunity to vote on the investment policy.

The Investment Policy is set out in the Annual Report.

4. Contractual Relationship between the Company and Investors, Applicable Law and the Enforcement of Judgments

BSIF is a renewable energy investment company whose shares are listed on the premium segment of the Official List of the UK Listing Authority and are admitted to trading on the London Stock Exchange’s main market for listed securities. The Company was incorporated with limited liability under the laws of Guernsey. The constitutional document of the Company is its memorandum and articles of incorporation (“Articles“) which may only be amended by way of a special resolution. A shareholder’s liability to the Company will be limited to the amount uncalled on their shares. The Company has one class of shares in issue, namely ordinary shares, with standard rights as to voting, dividends and payment on winding-up and no special rights and obligations attaching to them. Transfers to US persons are restricted but otherwise there are no material restrictions on transfers of shares. The shares are not redeemable at the option of investors.

As the Company is incorporated under the laws of Guernsey, any disputes between an investor and the Company will be resolved by the Royal Courts of Guernsey in accordance with Guernsey law. A final and conclusive judgment, capable of execution, obtained in the Supreme Court and the Senior Courts of England and Wales (excluding the Crown Court) would be recognised and enforced by the Royal Courts of Guernsey without re-examination of the merits of that case, but would be subject to compliance with procedural and other requirements of the Judgments (Reciprocal Enforcement) (Guernsey) Law, 1957.

As the Company is incorporated under the laws of Guernsey, it may not be possible for an investor located outside that jurisdiction to effect service of process within the local jurisdiction in which that investor resides upon the Company. All or a substantial portion of the assets of the Company may be located outside of the

As at 22 December 2022

local jurisdiction in which an investor resides and, as a result (except as explained above), it may not be possible to satisfy a judgment against the Company in such local jurisdiction or to enforce a judgment obtained in the local jurisdiction’s courts against the Company.

5. Information on the AIFM, Depositary and Service Providers


The Company is categorised as an internally managed non-EEA AIF for the purposes of the AIFMD and the UK AIFM Regulations. The Directors are responsible for managing the business affairs of the Company and have overall responsibility for the Company’s activities, including its risk and portfolio management activities. The Company has appointed Bluefield Partners LLP (the “Investment Adviser“) as investment adviser to provide advice to the Directors to enable the Directors to make informed decisions for the Company, including but without limitation in respect of the portfolio and risk management of the Company and its investment portfolio.

BSIF makes its investments via a group structure which currently comprises BSIF and its wholly-owned UK subsidiary, Bluefield Renewables 1 Limited (Holdco and together with the Company the “Group“). Holdco invests directly or indirectly in the SPVs which own solar, wind and storage assets.

The Directors have delegated responsibility for day-to-day management of the assets comprised in BSIF’s portfolio to the Investment Adviser, but all investment decisions will be taken by the Board, having regard to advice from the Investment Adviser. The Directors also have responsibility for exercising overall control and supervision of the Investment Adviser.


The Company is categorised as an internally managed non-EEA AIF and so is not subject to the AIFMD requirements relating to the appointment of depositaries.

Service Providers

The Investment Adviser, the Company Secretary, the Administrator, and other key service providers are detailed in the General Information section of the Annual Report. A description of the duties of the Investment Adviser can be found in the Strategic Report section of the Annual Report. A description of the duties of the Administrator, the Auditor and other key service providers to the Company are contained in this Disclosure Document. All key service providers are appointed directly by the Company. Service providers are appointed following appropriate evaluation and once the Directors have ensured that the contractual arrangements with key service providers are appropriate. Investors enter into a contractual relationship with the Company when subscribing for Shares in the Company; they do not have any direct contractual relationship with, or rights of recourse to, the service providers in respect of any of such service provider’s default pursuant to the terms of the agreement it has entered into with the Company.

Company Secretary

Ocorian Administration (Guernsey) Limited (“Ocorian“) acts as Company Secretary to the Company. The Company Secretary is required to provide company secretarial services including convening meetings of Directors, keeping the statutory books and records of the Company, maintaining the Company register, convening general meetings of the Company, preparing and delivering company announcements and other company secretarial duties properly or reasonably performed by the secretary of a company or as the AIFM may reasonably require.


Link Market Services (Guernsey) Limited has been appointed (the “Registrar“) as the Company’s registrar in relation to the transfer and settlement of Shares held in certificated and uncertificated form.

As at 22 December 2022

The register of Shareholders may be inspected at their office at PO Box 627, St Peter Port Guernsey, GY1 4PP, during normal business hours.

The Company has delegated certain investor record-keeping and administration duties to the Registrar, together with associated data processing tasks in respect of the Company. In line with the regulations that govern such operational outsourcing, the Company retains full responsibility for all work performed on its behalf and investors’ rights are not affected by this delegation.


Numis Securities Limited acts as the Company’s corporate broker, providing the Company with corporate broking and associated financial advisory services.


Ocorian also acts as Administrator to the Company. It is responsible for the safekeeping of any share and loan note certificates in respect of the Group’s investments, the implementation of the Group’s cash management policy, production of the Company’s accounts, regulatory compliance, providing support to the Board’s corporate governance process and its continuing obligations under the Listing Rules, the Disclosure Guidance and Transparency Rules, UK MAR, and for dealing with dividend payments and investor reporting. In addition, the Administrator is responsible for the day-to-day administration of the Company (including but not limited to the calculation, in conjunction with the Investment Adviser, of the Net Asset Value of the Company and the Ordinary Shares) and for general secretarial functions required by the Companies Law (including but not limited to the maintenance of the Company’s accounting and statutory records).

In performance of all such duties, the Administrator is at all times subject to the control and review of the Board.


KPMG Channel Islands Limited acts as the Company’s auditor. The Auditor is responsible for auditing the annual financial statements that have been prepared by the AIFM in accordance with auditing standards and, as appropriate, regulations, and for providing its report to shareholders in the annual report and financial statements. In addition, applicable law and regulation may require other reports to be prepared for the Company and, as the appointed auditor of the Company, the Auditor will undertake such work under the auditor service agreement between the Company and the Auditor.


Norton Rose Fulbright LLP acts as the Company’s solicitors in respect of matters of English law. Carey Olsen acts as the Company’s solicitors in respect of matters of Guernsey law.

6. Protection from Professional Liability Risks

As an internally managed non-EEA AIF, the Company is not required to comply with Article 9(7) of the AIFMD relating to professional liability risk.

7. Delegation Arrangements and Management of Conflicts

Delegation Arrangements

From time to time, the AIFM may delegate certain management functions to third parties. As explained above, the AIFM has delegated:

  • certain risk and portfolio management activities to the Investment Adviser, subject to the Company’s investment policy and the investment guidelines that are adopted by the Directors from time to time;
  • the company secretarial duties of the Company to Ocorian;
  • certain record keeping duties to Link Market Services (Guernsey) Limited; and

As at 22 December 2022

  • administration of the Company to Ocorian.

Conflicts of Interests

The Investment Adviser and any of its members, directors, officers, employees, agents and connected persons, and any person or company with whom they are affiliated or by whom they are employed (Interested Parties) may be involved in other financial, investment or other professional activities which may cause potential conflicts of interest with the Company and its investments. Interested Parties may provide services similar to those provided to the Group to other entities and will not be liable to account for any profit earned from any such services. In particular Bluefield Services Limited, a company under common control with the Investment Adviser, provides asset management services to the Group.

The Investment Adviser and its directors, officers, employees and agents will at all times have due regard to their duties owed to members of the Group and where a conflict arises they will endeavour to ensure that it is resolved fairly. Subject to the arrangements explained above, the Company may (directly or indirectly) acquire securities from or dispose of securities to any Interested Party or any investment fund or account advised or managed by any such person. An Interested Party may provide professional services to members of the Group (provided that no Interested Party will act as auditor to the Company) or hold Shares and buy, hold and deal in any investments for their own accounts, notwithstanding that similar investments may be held by the Group (directly or indirectly).

An Interested Party may contract or enter into any financial or other transaction with any member of the Group or with any shareholder or any entity, any of whose securities are held by or for the account of the Group, or be interested in any such contract or transaction. Furthermore, any Interested Party may receive commissions to which it is contractually entitled in relation to any sale or purchase of any investments of the Group effected by it for the account of the Group, provided that in each case the terms are no less beneficial to the Group than a transaction involving a disinterested party and any commission is in line with market practice.

The Directors have noted that the Investment Adviser has other clients and have satisfied themselves that the Investment Adviser has procedures in place to address potential conflicts of interest.

8. Valuation Procedures

As an internally managed non-EEA AIF, the Company is not subject to the provisions concerning valuation procedures in Article 19 of the AIFMD.

The Company’s key accounting policies as well as its critical accounting judgments, estimates and assumptions are set out in the “Notes to the Financial Statements” in the Annual Report, and its policy in relation to the valuation of investments is described within the Report of the Investment Adviser in the Annual Report.

The Investment Adviser is responsible for advising the Board in determining the Directors’ Valuation and, when required, carrying out the fair market valuation of the Company’s investments.

Valuations are carried out on a six-monthly basis as at 31 December and 30 June each year with the Company committed to conducting independent reviews as and when the Board believes it benefits the Shareholders to do so (in the period 2013-2022 two independent valuation reviews were commissioned).

As the portfolio comprises only non-market traded investments, the Investment Adviser has adopted valuation guidelines based upon the IPEV Valuation Guidelines as adopted by Invest Europe (formerly known as the European Venture Capital Association), application of which is considered consistent with the requirements of compliance with IFRS 9 and IFRS 13.

9. Liquidity Risk Management and Redemption Rights

The Company is authorised as a closed-ended investment company pursuant to The Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, and the Registered Collective Investment Scheme Rules

As at 22 December 2022

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