TIDMGSF
RNS Number : 4082U
Gore Street Energy Storage Fund PLC
06 April 2021
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN GORE STREET ENERGY STORAGE FUND PLC
OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT
NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF
GORE STREET ENERGY STORAGE FUND PLC.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
6 April 2021
Gore Street Energy Storage Fund plc
( LON : GSF )
PrimaryBid Offer
Gore Street Energy Storage Fund plc (the "Company"), London's
first listed energy storage fund supporting the transition to low
carbon power, is pleased to announce a retail offer via PrimaryBid
(the "PrimaryBid Offer") of new ordinary shares of 1 p each in the
Company (the "New Ordinary Shares") at an issue price of 102 pence
per New Ordinary Share (the "Issue Price"). The Issue Price
represents a discount of approximately 6.2 per cent. to the closing
mid-price of 108.7 pence on 1 April 2021 and a premium of
approximately 2.4% to the last reported NAV of 99.6 pence as at 31
December 2020.
As separately announced earlier today, the Company is also
conducting a non-pre-emptive placing of new ordinary shares in the
capital of the Company (the "Placing Shares") (the "Placing"). The
Placing Shares will also be issued at the Issue Price.
Proceeds from the proposed capital raise will be deployed
towards the Company's significant development pipeline of 1.3GW of
attractive accretive opportunities and near-term potential
completion of an acquisition of a 80MW project expected in the
coming weeks. In addition, proceeds will be deployed in relation to
accelerating development of the Company's existing portfolio,
including the Republic of Ireland assets' expansion from 30MW to
90MW.
PrimaryBid Offer
The Company highly values its retail investor base and is
therefore pleased to provide private and other investors the
opportunity to participate in the PrimaryBid Offer. The Company is
therefore making the PrimaryBid Offer available exclusively through
the PrimaryBid mobile app available on the Apple App Store and
Google Play. PrimaryBid does not charge investors any commission
for this service.
The PrimaryBid Offer, via the PrimaryBid mobile app, is now open
to retail investors and will close at 2 p.m. on 22 April 2021. The
PrimaryBid Offer may close early if it is oversubscribed.
No prospectus has been or will be prepared or submitted to be
approved by the FCA (or any other authority) in relation to the
PrimaryBid Offer, and investors' commitments pursuant to the
PrimaryBid Offer will be made solely on the basis of publicly
available information taken together with the information contained
in this announcement, and any other information previously
published by or on behalf of the Company simultaneously with or
prior to the date of this announcement.
Subscriptions under the PrimaryBid Offer will be considered by
the Company, in consultation with PrimaryBid, subject to
conditions, which are available to view on PrimaryBid.com and the
PrimaryBid mobile app. The Company, in consultation with
PrimaryBid, reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the PrimaryBid Offer without
giving any reason for such rejection.
There is a minimum subscription of GBP1,000 per investor under
the terms of the PrimaryBid Offer which is open to existing
shareholders and other investors subscribing via the PrimaryBid
mobile app. Aggregate demand under the PrimaryBid Offer will be
limited to EUR 6.71m (or the equivalent).
No commission is charged to investors on applications to
participate in the PrimaryBid Offer made through PrimaryBid. It is
vital to note that once an application for New Ordinary Shares has
been made and accepted via PrimaryBid, an application cannot be
withdrawn.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when issued, be fully paid and
rank pari passu in all respects with each other and with the
Company's existing ordinary shares including, without limitation,
the right to receive all dividends and other distributions
declared, made or paid by reference to a record date after the date
of issue.
Applications will be made to the Financial Conduct Authority for
admission of the New Ordinary Shares to the premium segment of the
Official List and to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on the main market for listed
securities ("Admission").
Settlement for the New Ordinary Shares and Admission are
expected to take place at 8:00 a.m. on 27 April 2021 (or such later
date as notified by the Company). The PrimaryBid Offer is
conditional upon Admission becoming effective.
The terms and conditions on which the PrimaryBid Offer is made,
including the procedure for application and payment for New
Ordinary Shares, is available at www.PrimaryBid.com and the
PrimaryBid mobile app.
+44 (0) 20 3826
Gore Street Energy Storage Fund plc 0290
PrimaryBid Limited + 44 (0) 203 026
James Deal / Fahim Chowdhury 4750
This announcement should be read in its entirety. In particular,
the information provided in the "Important Notices" section of this
announcement should be read and understood.
Important Notices
This announcement has been issued by and is the sole
responsibility of the Company.
Persons distributing this announcement must satisfy themselves
that is lawful to do so. This announcement is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
The distribution of this announcement and the offering, placing
and/or issue of the New Ordinary Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company
or any of its affiliates, agents, directors, officers or employees
that would permit an offer of the New Ordinary Shares or possession
or distribution of this announcement or any other offering or
publicity material relating to such New Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company to inform themselves about and to observe any such
restrictions.
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA
OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER
OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
This announcement does not constitute or form part of any offer
to issue or sell, or the solicitation of an offer to acquire,
purchase or subscribe for, any securities in the United States,
Canada, Australia, the Republic of South Africa, Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the securities referred to herein is being made in any
such jurisdiction. This announcement is directed solely to
investors in the United Kingdom and not to any potential investors
in other jurisdictions.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act 1933,
as amended (the "Securities Act") or under the securities laws of
any state or other jurisdiction of the United States, and may not
be offered or sold directly or indirectly in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with the securities laws of any state or any
other jurisdiction of the United States.
Certain statements contained in this announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
the macroeconomic and other impacts of COVID-19, economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this announcement may not occur.
The forward-looking statements contained in this announcement speak
only as of the date of this announcement. The Company and its
directors each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the Listing
Rules, the Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules, the rules of the London Stock Exchange or the
FCA.
Any indication in this announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
announcement is intended as a profit forecast or estimate for any
period and no statement in this announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement. The New Ordinary Shares to
be issued or sold pursuant to the PrimaryBid Offer will not be
admitted to trading on any stock exchange other than the London
Stock Exchange.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for New Ordinary Shares. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the New Ordinary
Shares if they are in any doubt.
END
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END
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April 06, 2021 02:01 ET (06:01 GMT)
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