Bluefield Solar Income Fund Limited

Regulatory Filings • Mar 5, 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action This procument is impulsions and requires Tour immediate ATTENTION. If you are in any doubt as to the abuon
you should take or the contents of this document, you are recommended to sook your own independent financial advic

This document comprises a supplementary prospectus relating to Bluefield Solar Income Fund Limited (the Gompany) prepared in Inis accument comprises a supplementary prospectus relating to Bluetieid Solar Income Fund Limited (the Gompany) prepared in
accordance with the Prospectus Rules made under section 84 of the FSMA. This document has been ap

Words or expressions dafined in the Prospectus have the same meaning when used in this document unless the context requires atherwise

The Company and the Directors each accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonab import of such information

BLUEFIELD SOLAR INCOME FUND LIMITED

(a company incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as amended, with registered number 56708)

Supplementary Prospectus

Sponsor, Broker and Financial Adviser

Numis Securities Limited

This document may not be published, distributed or transmitted by any means or media, directly or indirectly in whole or in part, in or Into the United States, Australia, Canada, Japan or the Republic of South Africa or any member state of the EEA (other than the United States, Australia, Canada, Japan or the Republic of South Africa or any member state of united Ningdom, ireland and Luxembourg and any such other member states where marketing is permitted pursuant to the Airwith Directive from time to time). This document does not constitute an offer to sell, or the solicita umumsure reparation, qualitation, publication or approval requirements or undue burden on the Company, Numis Securities
Limited or the investment Adviser. The offer and sale of New Ordinary Shares and/or C Shares has not b States, Australia, Canada, Japan or the Republic of South Africa.

Neither the Ordinary Shares nor the C Shares have been or will be registered under the U.S. Securities Act of 1933, as amended
(the Securities Act) or with any securities regulatory authority of any State or other jurisdic (the Securities Act) or with any securities regulatory authority of any State or other jurisdiction of the United States and neither the Ordinary Shares mor the C Shares may be offered, sold, exercised, resolut, transferre

Numis Securilies Limited, which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for the company and no one else in relation to the Placing Programme and will not regulate to anyone offer the accupacy for the Company and no one else in relation to the Placing Programme and will not be responsible to anyone oth is not making any representation or warranty, express or implied, as to the contents of this document.

The attention of potential investors is drawn to the Risk Fectors set out on pages 17 to 32 of the Prospectus.

3 March 2016

Financial Conduct Authority Document Approved Date:.................................... Signed: 94 h

$\overline{\mathbf{1}}$ Purpose of Supplementary Prospectus

This document is being published in relation to the Placing Programme. This document is a regulatory requirement under Prospectus Rule 3.4.1 following the publication on 27 February 2015 of the Company's unaudited interim report and accounts for the six month period ended 31 December 2014 (the 2014 Interim Report).

$\overline{2}$ Significant new factor

$2.1$ 2014 Interim Report

The publication of the 2014 Interim Report constitutes a significant new factor relating to financial information contained in the Prospectus. By virtue of this document, the 2014 Interim Report is incorporated in, and forms part of, the Prospectus.

$2.2$ Historical Financial Information

The 2014 Interim Report is incorporated into this document and the Prospectus by reference in its entirety. The following list is intended to enable investors to identify easily specific items of information which are relevant to the Placing Programme. The page numbers below refer to the relevant pages of the 2014 Interim Report.

Section	Page no(s)
General Information	3
Highlights	4
Corporate Summary	6
Chairman's Statement	7
Report of the Investment Adviser	12
Statement of Principal Risks and Uncertainties for the Remaining Six Months of the year to 30 June 2015	32
Directors' Statement of Responsibilities	34
Independent Review Report to Bluefield Solar Income Fund Limited	35
Unaudited Condensed Consolidated Statement of Financial Position	37
Unaudited Condensed Consolidated Statement of Comprehensive Income	38
Unaudited Condensed Consolidated Statement of Changes in Equity	39
Unaudited Condensed Consolidated Statement of Cash Flows	40
Notes to the Unaudited Condensed Consolidated Interim Financial Statements	41

$2.3$ Selected Financial Information

The key unaudited figures that summarise the Company's financial condition in respect of the six month period ended 31 December 2014 (and the corresponding figures for the period from 29 May 2013 to 31 December 2013), which have been extracted directly from the unaudited interim report and accounts for each period referred to above, are set out in the following table:

	As at or for	As at or for the
	period from 1 July 2014 to	period from 29 May 2013 to 31
	31 Dec 2014	Dec 2013
Net assets (£'000)	282,136	126,785
Net asset value per Ordinary Share (pence)	101.34	97.31
Total operating income (£'000)	8,722	304
Net (loss)/ profit (£'000)	6,056	(965)
Earnings per Ordinary Share (pence)	3.48	(0.74)
Dividend per Ordinary Share (pence)	3.25	0.00

$\overline{\mathbf{3}}$ Update of the Summary of the Prospectus

B.7 of the Summary on page 4 of the Prospectus is updated as follows:

B7	Financial information	The selected financial information of the Group as at 31 December 2014 for six month period to 31 December 2014 (and the corresponding figures for the period from 29 May 2013 to 31 December 2013), which has been extracted without material adjustment from the Group's unaudited interim report and accounts for each period referred to above, are set out in the
		following table.
			As at or for period from 1 July 2014 to 31 Dec 2014	As at or for the period from 29 May 2013 to 31 Dec 2013
		Net assets (£'000)	282,136	126,785
		Net asset vaiue per Ordinary Share (pence)	101.34	97.31
		Total operating income (£'000)	8.722	304
		Net (loss)/ profit (£'000)	6.056	(965)
		Earnings per Ordinary Share (pence)	3.48	(0.74)
		Dividend per Ordinary Share (pence)	3.25	0.00

Additional information $\blacktriangle$

• Copies of this document and the 2014 Interim Report are available for inspection at $4.1$ http://www.morningstar.co.uk/uk/nsm and, until 2 October 2015, copies of both documents may be obtained, free of charge, during normal business hours at the offices of Norton Rose Fulbright LLP at 3 More London Riverside. London SE1 2AQ and at the registered office of the Company at Heritage Hall. PO Box 225. Le Marchant Street, St Peter Port. Guernsey GY1 4HY. Copies of this document and the 2014 Interim Report are also available on the Company's website at the following address: www.bluefieldsif.com.
• $4.2$ Save as disclosed in this document, no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus.

3 March 2015