Bluefield Solar Income Fund Limited

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 ( FSMA ). THIS DOCUMENT HAS BEEN PREPARED IN ACCORDANCE WITH THE PROSPECTUS RULES MADE UNDER FSMA AND HAS BEEN APPROVED BY THE FINANCIAL CONDUCT AUTHORITY ( FCA ) IN ACCORDANCE WITH FSMA AND CONSTITUTES A SUPPLEMENTARY PROSPECTUS (THE SUPPLEMENTARY PROSPECTUS ) ISSUED BY BLUEFIELD SOLAR INCOME FUND LIMITED (THE COMPANY ). THIS SUPPLEMENTARY PROSPECTUS IS SUPPLEMENTAL TO AND SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS DATED 25 JUNE 2013, ISSUED BY THE COMPANY (THE PROSPECTUS ). EXCEPT AS EXPRESSLY STATED HEREIN, OR UNLESS THE CONTEXT OTHERWISE REQUIRES, THE DEFINITIONS USED OR REFERRED TO IN THE PROSPECTUS ALSO APPLY IN THIS SUPPLEMENTARY PROSPECTUS. NUMIS SECURITIES LIMITED, WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY THE FINANCIAL CONDUCT AUTHORITY, IS ACTING EXCLUSIVELY FOR THE COMPANY IN CONNECTION WITH THE ADMISSION, ISSUE OF ORDINARY SHARES AND OTHER ARRANGEMENTS AS DESCRIBED IN THE PROSPECTUS AND THIS SUPPLEMENTARY PROSPECTUS AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF NUMIS SECURITIES LIMITED OR FOR ADVISING ANY SUCH PERSON IN CONNECTION WITH THE ADMISSION, ISSUE OF ORDINARY SHARES AND OTHER ARRANGEMENTS AS DESCRIBED IN THE PROSPECTUS AND THIS SUPPLEMENTARY PROSPECTUS. THIS DOCUMENT HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH THE PROSPECTUS DIRECTIVE, ENGLISH LAW AND THE RULES OF THE FCA AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD BE DISCLOSED IF THIS DOCUMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF A JURISDICTION OUTSIDE ENGLAND. The Company and the directors named on page 5 of this Supplementary Prospectus (the Directors ) accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Supplementary Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Bluefield Solar Income Fund (A company incorporated in Guernsey under the Companies (Guernsey) Law, 2008 with registered no ) Events arising since publishing the Prospectus This Supplementary Prospectus is being published in relation to the Issue. The publication of this Supplementary Prospectus is a regulatory requirement under the Prospectus Rules and Section 87G of FSMA following the appointment of Laurence McNairn as an additional Director and the resignation of Mark Huntley as a Director. The Prospectus Rules and 87G of FSMA require the issue of a supplementary prospectus if, in the relevant period (being, for these purposes, the later of the closure of the Offer and the time when trading in the Ordinary Shares issued under the Issue on the London Stock Exchange begins), there exists or is noted a significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus relating to the Issue. This Supplementary Prospectus has been approved for publication by the FCA. Copies of this Supplementary Prospectus and the Prospectus may be viewed on the National Storage Mechanism (NSM) of the FCA at and on the Company s website:

2 1 Significant new factors in relation to the Company On 1 July 2013, Laurence McNairn was appointed as an additional Director of the Company. On the same day, Mark Huntley resigned as a Director for reasons unconnected with the Company, but affirmed his intention to subscribe for Ordinary Shares under the Offer. Mr Huntley has waived all his entitlement to any fees from the Company accruing since the date of his appointment. 2 Information relating to Mr McNairn 2.1 Biography of Mr McNairn: Laurence McNairn was appointed as a non-executive director of the Company on 1 July 2013 and is a member of The Institute of Chartered Accountants of Scotland. Previously he was Head of Fund Administration, Alternative Products for the Baring Financial Services Group, which provided fund administration, private and corporate banking, fiduciary services and global custody services in Guernsey, Jersey, Dublin, the Isle of Man and London. The Barings Group was acquired by Northern Trust in November Mr McNairn was a director of Guernsey International Fund Managers ( GIFM ) from April 1995 until November He was responsible for GIFM s private equity and property fund administration business until his appointment as Head of Fund Administration, Alternative Products for GIFM in August Mr McNairn has considerable experience of a wide range of funds from open ended retail funds to closed ended emerging market funds, private equity funds and property funds. He acted for groups such as Schroder Ventures, Permira, BC Partners and Alchemy Partners. He has broad experience with Baring Asset Management over a 16 year period. Prior to that, he was Finance Director of an industrial electronics manufacturing company which was part of a UK plc and also worked in professional practice with KPMG. 2.2 Mr McNairn s interests in the Company: (a) (b) As at the date of this document, Mr McNairn does not, nor does any person connected with him, have a shareholding or any other interest in the share capital of the Company. There are no outstanding loans from the Company to Mr McNairn or any outstanding guarantees provided by the Company in respect of any obligation of Mr McNairn. (c) Mr McNairn has been appointed pursuant to a letter of appointment dated 1 July He does not have a service contract with the Company, nor is any such contract proposed. His appointment can be terminated in accordance with the Articles and without compensation as described in paragraph 3(b) of Part VIII of the Prospectus. (d) In addition to his directorship of the Company, Mr McNairn holds or has held the directorships and is or was a member of the partnerships, as listed in the table below, over or within the past five years. Current directorships/partnerships Heritage International Fund Managers Heritage International Fund Managers (Malta) Heritage Partners GP Past directorships/partnerships Heritage Management Holdings Aile Plein

3 Heritage Depositary Company (UK) Collingwood Holdings Pietersen Holdings P25 (GP) BC Partners Holdings BC Partners Investment Holdings CIE Holdings CIE Management Holdings CIE Management II CIE Management IX Finakabel Holdings GLC GTU HAT AAC Capital NEBO Carry GP AAC Capital NEBO Feeder GP Becap GP BECAP12 GP (formerly BECAP11 GP ) Crystal Amber Asset Management (Guernsey) Falcon Investment Property SICAV PLC International Hospitals Network (GP) Mediterra Capital Management NB PEP GP NEBO I Carry GP NEBO I GP Patria Brazil Fund Adnams B Fundco CIE Executive Partners (in voluntary CIE Feeder Partner (in voluntary EDF (in voluntary FED (in voluntary ISAT Holdings (in voluntary ISAT (in voluntary IMP (in voluntary Bream Cannonball Civet Enigmatic Investments (FKA BECAP SPV 8 ) (in voluntary Falcon Carry (GP) (in voluntary Lehman Brothers Merchant Banking Europe Capital Partners Management (in voluntary MPOF (10A) MPOF (10B) MPOF (6A) MPOF (6B) MPOF (7A) MPOF (7B) MPOF (8A) MPOF (8B) MPOF (9A) MPOF (9B) MPOF (Antonio) MPOF (Guia)

4 P25 Investments Trilantic Capital Management GP (Guernsey) Trilantic Capital Partners Management Collateral 1 Collateral 2 Collateral 3 JB Fund III/Fund IV LP Cohen Fund III/Fund IV Ltd MM LBMB Pledge Ltd DF Investments (formerly Fun Capital ) Fund Capital Rue des Landes Yucatan Devco Yucatan Devco 2 Heritage Administration Services MPOF (Jose) MPOF (Monte) MPOF (Paulo) MPOF (Penha) MPOF (Sun) MPOF (Taipa) MPOF Mainland Company 1 Nordic Leisure Phoenix Logistics (Guernsey) (in voluntary Talisman Guernsey Management RMSQARED UK Land & Opportunities Fund (in voluntary Yoho (Domingos) Yoho (Senado) Black Sea Enhanced Returns Fund Range Park-Servicos de Consultoria Commercial Sociedade Unipessoal SA Schroder Ventures Investments (e) (f) Mr McNairn is also a director of the Administrator. Accordingly, Mr McNairn has interests in a service provider to the Company. Save as disclosed above, there are no potential conflicts of interest between any of Mr McNairn s duties to the Company and his private interests and/or other duties. There are no lock-up provisions regarding the disposal by Mr McNairn of any Ordinary Shares. At the date of this Supplementary Prospectus: (i) (ii) (iii) Mr McNairn has not had any convictions in relation to fraudulent offences for at least the previous five years; save as disclosed above, Mr McNairn is not and has not been a director of a company, a member of an administrative, management or supervisory body or a senior manager of a company within the previous five years which has entered into any bankruptcy, receivership or liquidation proceedings; Mr McNairn has not been subject to any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) nor been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years; and

5 (iv) Mr McNairn is not aware of any contract or arrangement subsisting in which he is materially interested and which is significant to the business of the Company which is not otherwise disclosed in this document. 2.3 Mr McNairn has, with effect from the date of his appointment, undertaken to Numis to comply with the terms of the Sponsor and Placing Agreement so far as they apply to Directors of the Company. Mr McNairn has also given certain warranties to Numis as to the accuracy of certain information in this document and as to himself. 3 Supplements to the Summary As a result of the appointment of Mr McNairn as a Director and the resignation of Mr Huntley as a Director, the summary document which forms part of the Prospectus is hereby supplemented as follows: E.4 Material Interests Laurence McNairn who is a Director of the Company also acts as Director of Heritage International Fund Managers which has been appointed to act as the Company s administrator and will be entitled to the fees described in Element B.40 above. 4 No significant change Save as disclosed in this document, there has been no significant change and no significant new matter relating the Company since the publication of the Prospectus. 5 Directors As at the date of this Supplementary Prospectus, the Directors of the Company are: John Rennocks (Chairman) Paul Le Page Laurence McNairn John Scott 6 Withdrawal rights 3 July 2013 Investors who have already submitted applications for Ordinary Shares under the Offer which have been received on behalf of the Company may withdraw such applications, with the Company accepting withdrawals of such applications until 11:59 p.m. on 5 July Investors should seek their own legal advice in regard to such withdrawal rights. Investors who wish to withdraw their applications under the Offer or indicate their acceptance should contact Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or on from within the UK or if calling from outside the UK. Calls to the number cost 10 pence per minute plus any other network providers costs. Lines are open from 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes (no investment advice can be given). Withdrawals of applications can be made by telephone or by post.