TIDMBSIF
RNS Number : 3811D
Bluefield Solar Income Fund Limited
28 June 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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 EEA STATE
(OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE COMPANY'S
SECURITIES MAY BE LEGALLY MARKETED) OR IN ANY OTHER JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED
"IMPORTANT NOTICE" TOWARDS THE OF THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
(the "FCA") and not a prospectus. Investors should not purchase or
subscribe for any transferable securities referred to in this
announcement except on the basis of information contained in a
prospectus to be published by Bluefield Solar Income Fund Limited
(the "Company") shortly (the "Prospectus") and not in reliance on
this announcement. Approval of the Prospectus by the FCA should not
be understood as an endorsement of the securities that are the
subject of the Prospectus. Potential investors should read the
Prospectus and in particular the risk factors set out therein
before making an investment decision in order to fully understand
the potential risks and rewards associated with the decision to
invest in the Company's securities. This announcement does not
constitute, and may not be construed as, an offer to sell or an
invitation or recommendation to purchase, sell or subscribe for any
securities or investments of any description, or a recommendation
regarding the issue or the provision of investment advice by any
party. Copies of the Prospectus, subject to certain access
restrictions, will be available shortly for viewing at the National
Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website (www.bluefieldsif.com).
This announcement is not an offer to sell, or a solicitation of
an offer to acquire, securities in the United States or in any
other jurisdiction in which the same would be unlawful. Neither
this announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever.
28 June 2021
Bluefield Solar Income Fund Limited
("Bluefield Solar" or the " Company")
Acquisition of UK onshore wind turbine portfolio and proposed
issue of equity
Maiden wind technology acquisition; attractive and
differentiated small to medium scale turbines; adding geographic
and generational diversification to UK solar focus
-- Conditional acquisition of 109 small scale UK onshore wind
turbines for approximately GBP60 million
-- Opportunity to increase investment by a further GBP35 million
to re-power 17 turbines in Northern Ireland
-- Highly regulated revenue stream with total revenues from the acquisition over 90% subsidised
-- Strong geographic diversification across England (62),
Northern Ireland (29), Scotland (11) and Wales (7)
-- Placing, open offer and offer for subscription to raise gross
proceeds of up to approximately GBP100 million planned to fund the
acquisition with a prospectus and timetable to be published
shortly
Bluefield Solar (LON: BSIF) is a UK income fund focused on
acquiring and managing UK-based renewable energy and storage
projects to generate stable, long term dividends for its
shareholders whilst furthering the decarbonisation of the energy
system. It is pleased to announce that it has entered into a
conditional sale and purchase agreement to acquire a portfolio of
109 small scale onshore wind turbines located in the UK (the "Wind
Portfolio") for an aggregate consideration of approximately GBP60
million (including working capital) from Arena Capital Partners
Limited, a large-scale owner-operator of small to medium scale wind
turbines (the "Wind Portfolio Acquisition"). The sale and purchase
agreement is conditional upon the Company obtaining the necessary
financing to complete the Wind Portfolio Acquisition.
The Wind Portfolio Acquisition, which is unlevered, is expected
to be accretive to the Company's target dividend. In addition, the
acquisition has been structured to provide the Company with the
opportunity to re-power 17 of the wind turbines comprised within
the Wind Portfolio. Each of these 17 wind turbines is located in
Northern Ireland and the ability of the Company to re-power such
turbines is conditional upon each turbine respectively receiving
the necessary planning, regulatory and construction consents, which
have already been received in respect of five of the wind turbines.
In the event that all 17 turbines were to be re-powered, the
generation of the Wind Portfolio is expected to increase by
approximately 40 per cent. and would result in a very positive
increase to the level of renewable energy the Wind Portfolio
currently delivers. By completing the re-powering of all 17
turbines, there is the potential for the Company to further invest
approximately GBP35 million in the Wind Portfolio. As such, the
total potential investment in the Wind Portfolio could increase to
approximately GBP95 million.
Following the widening of the Company's investment mandate in
July 2020 to permit the Company to make investments in wind
opportunities, the Wind Portfolio Acquisition represents an
excellent strategic fit for the Company. Completion of the Wind
Portfolio Acquisition would immediately provide the Company with a
very diverse geographical presence in the UK onshore wind market
with projects across England (62), Northern Ireland (29), Scotland
(11) and Wales (7).
In addition to geographic diversity, another very attractive
feature of the Wind Portfolio Acquisition is the highly regulated
revenue stream which the Wind Portfolio benefits from. This is
driven from the fact that the projects within England, Scotland and
Wales are all FIT accredited, whilst those in Northern Ireland have
been accredited under its Renewable Obligation Scheme ("RO Scheme")
with a tariff of four Renewable Obligation Certificates ("ROC").
The projects benefit from subsidies for 20 years from accreditation
and so last until 2034-2037. As a result of these accreditations,
total revenue from the Wind Portfolio is over 90 per cent.
subsidised. The remaining revenue, being less than 10 per cent. of
income, is received from power sales which is sold under 15-year
power purchase agreements with Power NI that have optionality of
either receiving a floating or fixed price for power.
Beyond the attractive income producing aspects of the Wind
Portfolio Acquisition, the highly regulated revenue stream is
highly complementary to the Company's subsidy free ambitions and
the management of merchant power prices in the new build
opportunities which the Company is developing, and which are
fundamental in supporting the UK government meeting its net zero
targets.
Summary details of the Wind Portfolio are set out below:
Manufacturer Output (kW) Number of Total output
Turbines (kW)
WTN 250 14 3,500
------------ ---------- -------------
Vestas 225 6 1,350
------------ ---------- -------------
Endurance 225 16 3,600
------------ ---------- -------------
Endurance 180 1 180
------------ ---------- -------------
Endurance 55 72 3,960
------------ ---------- -------------
Total 109 12,590
------------ ---------- -------------
Proposed issue of equity
Portfolio acquisitions since 2016 have been funded from the
Company's Revolving Credit Facility. The Revolving Credit Facility
has enabled the Company to access shorter-term capital to execute
on its acquisition pipeline. Drawdowns on the Revolving Credit
Facility have then been typically followed by the issue of fresh
equity to repay the drawings (most recently through a
non-pre-emptive tap issue of 36.5 million new ordinary shares of no
par value in the capital of the Company ("Ordinary Shares") in
November 2020 which raised gross proceeds of approximately GBP45
million).
Whilst the Revolving Credit Facility was recently extended to 30
September 2022 it currently stands drawn at GBP90 million (out of
the current limit of GBP100 million) following the acquisition of
the Bradenstoke solar park in January 2021 and therefore there is
insufficient headroom to fund the Wind Portfolio Acquisition or any
further acquisition opportunities in the Company's investment
pipeline.
Accordingly, the Company intends to publish a prospectus in
support of an initial equity issue comprising an initial placing,
open offer and offer for subscription (the "Initial Issue") and a
subsequent placing programme. Under the Initial Issue the Company
will seek to issue up to 84.7 million new Ordinary Shares ("New
Ordinary Shares") at the Issue Price of 118 pence to raise gross
proceeds of up to approximately GBP100 million.
It is intended that in the first instance, approximately 81.4
million New Ordinary Shares will be reserved for existing
shareholders under the open offer under which those shareholders
will be entitled to subscribe for one New Ordinary Share for every
5 Ordinary Shares held and the balance of the New Ordinary Shares
available under the Initial Issue will be allocated to the initial
placing, the offer for subscription and/or an excess application
facility.
The directors of the Company have reserved the right, in
consultation with Numis Securities Limited and Bluefield Partners
LLP, the Company's Investment Adviser, to increase the size of the
Initial Issue in the event that overall demand for the New Ordinary
Shares exceeds the target size. The maximum amount raised under the
Initial Issue will not exceed GBP150 million.
The price at which the New Ordinary Shares will be issued
pursuant to the Initial Issue represents a premium of approximately
8.1 per cent. to the last published Net Asset Value per Share as at
31 March 2021 (adjusted to reflect the payment of the second
interim dividend of 2.0 pence per share which was paid to
shareholders on the register as at 14 May 2021 and the expected
third interim dividend of 2.0 pence per share as set out below) and
a discount of approximately 3.3 per cent. to the closing share
price on 25 June 2021. The New Ordinary Shares issued pursuant to
the Initial Issue will not rank for the third quarterly interim
dividend of 2 pence per Ordinary Share which is expected to be
declared shortly and which will be payable to Shareholders on the
register prior to the issue of any New Ordinary Shares pursuant to
the Initial Issue. However, the New Ordinary Shares issued pursuant
to the Initial Issue will rank for all dividends on New Ordinary
Shares declared thereafter. Furthermore, the Company is pleased to
reconfirm its guidance of a full year dividend of 8.00 pence per
Ordinary Share for the financial year ending 30 June 2021 (2020:
7.90 pence). This is expected to be covered by earnings and is post
debt amortisation.
The Initial Issue will be conditional, inter alia, on
shareholder approval to issue New Ordinary Shares pursuant to the
Initial Issue and subsequent placings under the placing
programme.
The initial placing will commence and the open offer and offer
for subscription will both open on the date of publication of the
prospectus and are all expected to close around mid-July 2021. Full
details of the timetable, the notice of extraordinary general
meeting seeking the necessary shareholder approval and the
prospectus are expected to be published shortly.
Commenting on the Wind Portfolio Acquisition, John Rennocks,
Chairman of Bluefield Solar, said:
"Following the mandate change approved in 2020, allowing the
Company to invest in wind and other renewable energy sources and a
careful review of the best available opportunities, the board is
pleased to announce the Company's first investment in non-solar
assets. We view the acquisition as highly complementary to the
existing portfolio in respect of energy generation profile,
geographic location and the high levels of regulated revenue are
accretive to the Company's dividend targets."
- Ends -
For further information:
Bluefield Partners LLP (Company Investment Adviser) Tel: +44 (0) 20 7078 0020
James Armstrong / Neil Wood / Giovanni Terranova www.bluefieldllp.com
Numis Securities Limited (Company Broker) Tel: +44 (0) 20 7260 1000
Tod Davis / David Benda www.numis.com
Ocorian Tel: +44 (0) 1481 742 742
(Company Secretary & Administrator) www.ocorian.com
Kevin Smith
Media enquiries:
Buchanan (PR Adviser) Tel: +44 (0) 20 7466 5000
Henry Harrison-Topham / Vicky Hayns / Henry Wilson www.buchanan.uk.com
BSIF@buchanan.uk.com
Notes to Editors
About Bluefield Solar
Bluefield Solar is a UK income fund focused on acquiring and
managing UK-based renewable energy and storage projects to generate
stable, long term dividends for its shareholders whilst furthering
the decarbonisation of the energy system. Not less than 75% of the
Company's gross assets will be invested into UK solar assets. The
Company can also invest up to 25% of its gross assets into wind,
hydro and storage technologies. The majority of the Company's
group's revenue streams are regulated and non-correlated to the UK
energy market. Bluefield Solar owns and operates one of the UK's
largest, diversified portfolios of solar assets with a combined
installed power capacity in excess of 613 MWp.
Further information can be viewed at www.bluefieldsif.com
LEI Code 2138004ATNLYEQKY4B30
About Bluefield Partners LLP
Bluefield Partners LLP was established in 2009 and is an
investment adviser to companies and funds investing in renewable
energy infrastructure. It has a proven record in the selection,
acquisition and supervision of large-scale energy assets in the UK
and Europe. The team has been involved in over GBP4 billion
renewable funds and/or transactions in both the UK and Europe,
including over GBP1 billion in the UK since December 2011.
Bluefield Partners LLP has led the acquisitions of, and
currently advises on, over 100 UK based solar PV assets that are
agriculturally, commercially or industrially situated. Based in its
London office, it is supported by a dedicated and experienced team
of investment, legal and portfolio executives. Bluefield Partners
LLP was appointed Investment Adviser to Bluefield Solar in June
2013.
Important Notice
This announcement has been determined to contain inside
information for the purposes of the UK version of the market abuse
regulation (EU) No.596/2014 .
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the Prospectus to be published by the Company and not
in reliance on this announcement. Copies of the Prospectus may,
subject to certain access restrictions, be obtained from the
registered office of the Company and at the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Company's website, www.bluefieldsif.com . Neither the
content of the Company's website, nor the content on any website
accessible from hyperlinks on its website for any other website, is
incorporated into, or forms part of, this announcement nor, unless
previously published by means of an RIS announcement, should any
such content be relied upon in reaching a decision as to whether or
not to acquire, continue to hold, or dispose of, securities in the
Company. This announcement does not constitute, and may not be
construed as, an offer to sell or an invitation to purchase
investments of any description or a recommendation regarding the
issue or the provision of investment advice by any party. No
information set out in this announcement is intended to form the
basis of any contract of sale, investment decision or any decision
to purchase shares in the Company. Approval of the prospectus by
the FCA should not be understood as an endorsement of the
securities that are the subject of the Prospectus. Potential
investors are recommended to read the Prospectus before making an
investment decision in order to fully understand the potential
risks and rewards associated with a decision to invest in the
Company's securities.
The contents of this announcement, which has been prepared by
and is the sole responsibility of the Company, have been approved
by Numis Securities Limited ("Numis") solely for the purposes of
section 21(2)(b) of the Financial Services and Markets Act 2000, as
amended.
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 arrangements described in this
announcement (the "Proposals") and will not regard any other person
(whether or not a recipient of this announcement or the Prospectus)
as its client in relation to the Proposals and the other
arrangements referred to in the Prospectus 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 Proposals, 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 the Financial Services
and Markets Act 2000, as amended, or the regulatory regime
established thereunder.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States (as defined
below). This announcement is not an offer of securities for sale
into the United States. The new shares to be offered by the
Prospectus (the "New Shares") have not been and will not be
registered under the U.S. 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
(as defined below) and accordingly may not be offered, sold or
transferred within the United States of America, its territories or
possessions, any State of the United States or the District of
Columbia (the "United States " ) except pursuant to an exemption
from, or in a transaction not subject to, registration under the
U.S. Securities Act and in compliance with the securities laws of
any State or other jurisdiction of the United States. No public
offering of securities is being made in the United States.
The proposed issue of New Shares will be made (i) outside the
United States in reliance on the exemption from the registration
requirements of the U.S. Securities Act provided by Regulation S
and (ii) to persons located inside the United States or to U.S.
Persons (as defined in Regulation S under the U.S. Securities Act)
that are "qualified institutional buyers" (as the term is defined
in Rule 144A under the U.S. Securities Act) that are also
"qualified purchasers" within the meaning of section 2(A)(51) of
the U.S. Investment Company Act (as defined below) in reliance on
an exemption from registration provided by section 4(A)(2) under
the U.S. Securities Act and that have signed a US investor letter
in a form satisfactory to the Company and Numis.
The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940, as amended (the "U.S.
Investment Company Act " ) and investors will not be entitled to
the benefits of the U.S. Investment Company Act.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for New Shares in
any jurisdiction including, without limitation, the United States,
Australia, Canada, Japan or South Africa or any member state of the
EEA (as defined below) (other than any member state of the EEA
where the Company's securities may be lawfully marketed) or any
other jurisdiction in which such offer or solicitation is or may be
unlawful (an "Excluded Territory"). This announcement and the
information contained herein are not for publication or
distribution, directly or indirectly, to persons in an Excluded
Territory unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
No application to market the New Shares has been made by the
Company under the relevant private placement regimes in any member
state of the European Economic Area (the "EEA") other than the
Republic of Ireland, Luxembourg and the Netherlands. No marketing
of New Shares in any member state of the EEA other than the United
Kingdom, the Republic of Ireland, Luxembourg and the Netherlands
will be undertaken by the Company save to the extent that such
marketing is permitted by Directive 2011/61/EU of the European
Parliament and of the Council of 8 June 2011 on Alternative
Investment Fund Managers and amending Directives 2003/41/EC and
2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010,
and the EU AIFM Delegated Regulation the AIFM Directive as
implemented in the relevant member state of the EEA.
The distribution of this announcement, and/or the issue of New
Shares in certain jurisdictions may be restricted by law and/or
regulation. No action has been taken by the Company, Numis or any
of their respective affiliates as defined in Rule 501(b) under the
U.S. Securities Act (as applicable in the context used,
"Affiliates") that would permit an offer of the New Shares or
possession or distribution of this announcement or any other
publicity material relating to the New Shares in any jurisdiction
where action for that purpose is required (other than the United
Kingdom, the Republic of Ireland, Luxembourg and the Netherlands).
Persons receiving this announcement are required to inform
themselves about and to observe any such restrictions. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of the
Company, Bluefield Partners LLP (the "Investment Adviser"), Numis
or any of their respective affiliates accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, as to this announcement, including the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in
connection therewith. Apart from the liabilities and
responsibilities (if any) which may be imposed on Numis and the
Investment Adviser by the Financial Services and Markets Act 2000,
as amended, or the regulatory regime established thereunder, the
Company, the Investment Adviser and Numis and their respective
affiliates accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
have in respect of this announcement or its contents or otherwise
arising in connection therewith.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "forecasts", "projects", "expects", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include all matters that are not historical facts. All
forward-looking statements address matters that involve risks and
uncertainties and are not guarantees of future performance.
Accordingly, there are or will be important factors that could
cause the Company's actual results of operations, performance or
achievement or industry results to differ materially from those
indicated in these statements. Any forward-looking statements in
this announcement reflect the Company's current views with respect
to future events and are subject to these and other risks,
uncertainties and assumptions relating to the Company's operations,
results of operations, growth strategy and liquidity. Given these
uncertainties, prospective investors are cautioned not to place any
undue reliance on such forward-looking statements. These
forward-looking statements apply only as of the date of this
announcement. The Company, the Investment Adviser and Numis
expressly disclaim any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by the Financial Services and Markets Act 2000,
as amended, the Prospectus Regulation Rules of the FCA, UK MAR or
other applicable laws, regulations or rules.
The value of securities in the Company and the income from them
is not guaranteed and can fall as well as rise due to stock market
and currency movements. When you sell your investment you may get
back less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of
currency fluctuations.
Terms used but not defined in this announcement shall have the
meaning given to them in the Prospectus, unless the context
otherwise requires.
Information to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("Directive 2014/65/EU " ); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing Directive 2014/65/EU; (c) local implementing
measures; and/or (d) (where applicable to UK investors or UK firms)
the relevant provisions of the UK MiFID Laws (including the FCA's
Product Intervention and Governance Sourcebook ("PROD " ))
(together the "MiFID II Product Governance Requirements " ), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the New Shares have been subject to a product
approval process, which has determined that such New Shares are:
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in PROD; and (ii) eligible
for distribution through all distribution channels as are permitted
by PROD for each type of investors (the "Target Market Assessment "
).
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Shares may decline and
investors could lose all or part of their investment; the New
Shares offer no guaranteed income and no capital protection; and an
investment in the New Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Proposals.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Numis will only procure investors through the Initial
Placing or any Subsequent Placing who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of the UK MiFID Laws and/or EU MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the New Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Shares and determining
appropriate distribution channels.
PRIIPs Regulation
In accordance with the UK version of the EU PRIIPs Regulation
(1286/2014) which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "UK PRIIPs Laws"), a key
information document in respect of an investment in the ordinary
shares of the Company has been prepared by the Company and is
available to investors at www.bluefieldsif.com. If you are
distributing any class of shares in the Company, it is your
responsibility to ensure that the relevant key information document
is provided to any clients that are "retail clients".
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACQEASKPASFFEFA
(END) Dow Jones Newswires
June 28, 2021 11:53 ET (15:53 GMT)
Bluefield Solar Income (LSE:BSIF)
Historical Stock Chart
From Sep 2024 to Oct 2024
Bluefield Solar Income (LSE:BSIF)
Historical Stock Chart
From Oct 2023 to Oct 2024