TIDMGSF
RNS Number : 2259M
Gore Street Energy Storage Fund PLC
20 September 2021
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL OR RESTRICTED BY LAW.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE UK'S MARKET
ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS. INVESTORS MUST SUBSCRIBE FOR OR PURCHASE ANY SHARES
REFERRED TO IN THIS ANNOUNCEMENT ONLY ON THE BASIS OF INFORMATION
CONTAINED IN THE PROSPECTUS PUBLISHED BY THE COMPANY ON 30 NOVEMBER
2020 (THE "PROSPECTUS") AND THE SUPPLEMENTARY PROSPECTUS PUBLISHED
ON 24 AUGUST 2021 (THE "SUPPLEMENTARY PROSPECTUS") AND NOT IN
RELIANCE ON THIS ANNOUNCEMENT. COPIES OF THE PROSPECTUS AND THE
SUPPLEMENTARY PROSPECTUS ARE AVAILABLE FOR INSPECTION, SUBJECT TO
ANY APPLICABLE RESTRICTIONS, FROM THE COMPANY'S REGISTERED OFFICE
AND ON ITS WEBSITE (WWW.GSENERGYSTORAGEFUND.COM).
UNLESS THE CONTEXT REQUIRES OTHERWISE, WORDS AND EXPRESSIONS
DEFINED IN THE PROSPECTUS AND THE SUPPLEMENTARY PROSPECTUS HAVE THE
SAME MEANINGS WHEN USED IN THIS ANNOUNCEMENT.
20 September 2021
Gore Street Energy Storage Fund plc
(the "Company" or "Gore Street")
UK Acquisition, International Pipeline Update and Proposed
Placing and Retail Offer
Existing financial resources now significantly committed
following new UK acquisition, and up to GBP72.6 million being
raised to execute on accretive international project pipeline
Gore Street, London's first listed energy storage fund
supporting the transition to low carbon power, is pleased to
announce the acquisition of a 57MW construction-ready energy
storage project (the "Project"), in Leicester, England. With this
acquisition, the Company's portfolio now consists of 577MW of
operating or under construction projects in the UK and Ireland.
As previously indicated and in-line with its existing mandate,
the Company's pipeline includes opportunities in new markets -
North America and Western Europe, which the Company has been
developing and tracking for over a year and which present
investment opportunities the Company believes add diversification
and strong returns to its existing portfolio.
The Company's current financial resources are now largely
committed following this 57MW acquisition and Gore Street is
proposing an issue of new Ordinary Shares to fund its ambitious
portfolio expansion plan.
57MW UK Acquisition
The Project consists of a 57MW energy storage system in
Leicester, for which all land rights, grid connections and planning
consents have already been secured. The Project is currently
scheduled to become operational in 2023.
The Project will be connected to National Grid's main
transmission network rather than the local distribution network,
which means that it will operate without an intermediary
distribution network operator. This will reduce capex and operating
costs and will be Gore Street's first transmission connected
site.
Gore Street's Investment Manager, Gore Street Capital Limited
(the "Investment Manager"), estimates the Project will have an
unlevered IRR in-line with Gore Street's target.
The expected total capex for the Project is estimated to be
c.GBP22million over the next 12 to 18 months.
Pipeline Update
The Company's investment policy allows up to 40% of the
Company's portfolio to be invested in projects outside the UK and
the Republic of Ireland. This provides the Company with access to
other high growth markets within the energy storage sector and
enables better diversification of the portfolio.
Accordingly and as previously announced, in addition to its UK
pipeline and assets in the Republic of Ireland, the Company has
over the last year stepped up its coverage of the North American
and Western European storage markets. These are markets that are
now beginning to grow, where competition is lower, and which can
provide complementary and diversified revenue streams to the
Company's existing portfolio of assets. The Investment Manager is
therefore actively assessing ready-to-build projects in geographies
with competitive acquisition prices in diverse and comprehensive
energy storage markets, which satisfy the Company's return
targeting North America and Western Europe, and the Company looks
forward to updating the market in due course.
In total, the Company now has over 1.0GW / 2.5GWh in its overall
pipeline, including a 2GWh active pipeline across North America and
Western Europe, of which 160MWh is currently under exclusivity.
Proposed Placing
With this latest acquisition, Gore Street has substantially
committed all of its most recently raised capital. Therefore, to
continue the Company's growth and to take advantage of the
Company's deep and growing pipeline of opportunities Gore Street is
proposing an issue of new Ordinary Shares at a price of 107.0 pence
per share (the "Issue Price"), by way of a non-pre-emptive placing
(the "Placing").
The Placing consists of the remaining balance of new Ordinary
Shares which can be issued under the Company's Placing Programme
(the "Placing Programme Issue") and of new Ordinary Shares which
can be issued under shareholder authorities granted at the
Company's Annual General Meeting on 6 September 2021 and for which
no prospectus is required (in accordance with the Prospectus
Regulation) to be published (the "Additional Issue").
Under the Placing, the Company is proposing to issue up to
67,883,824 new Ordinary Shares, consisting of 57,647,059 new
Ordinary Shares under the Placing Programme Issue and 10,236,765
new Ordinary Shares under the Additional Issue.
-- The Issue Price represents a discount of approximately 7.8%
to the closing share price of 116.0 pence per share on 17 September
2021 and a premium of approximately 5.9% to the last reported NAV
of 101.0 pence as at 30 June 2021.
-- The Placing will be managed and conducted by the Company's
Joint Corporate Brokers and Joint Bookrunners Shore Capital and
J.P. Morgan Securities plc (which conducts its UK investment
banking business as J.P. Morgan Cazenove) .
-- The Placing is open with immediate effect. Investors are
invited to apply for new Ordinary Shares pursuant to the Placing
("Placing Shares") by contacting Shore Capital or J.P. Morgan
Cazenove.
-- Proceeds from the proposed capital raise will be deployed
towards the Company's significant development pipeline of
attractive accretive opportunities.
-- The Placing Shares will be entitled to the discretionary
dividend for the period 1 July 2021 to 30 September 2021.
Expected timetable
2021
Placing opens 20 September
Latest time for receipt of Placing commitments 3.00 p.m. on 29 September
Result of Placing announced 7.00 a.m. on 30 September
Admission becomes effective and dealings 8.00 a.m. on 4 October
in the Placing Shares on the London Stock
Exchange's main market for listed securities
commence
*The dates and times specified above are references to London
times and are subject to change, in which event details of the new
times and dates will be notified, as required, through an RIS.
The Placing, and an investor's participation in it, are subject
to the terms and conditions which are set out in Part 9 of the
Prospectus and the Placing and Offer Agreement, as amended, details
of which are set out in Paragraph 6.1 of Part 12 of the Prospectus.
Copies of the Prospectus and the Supplementary Prospectus may,
subject to any applicable law or restrictions, be obtained from the
Company's registered office, on the Company's website (
www.gsenergystoragefund.com ) or via the National Storage Mechanism
( https://data.fca.org.uk/#/nsm/nationalstoragemechanism ).
Retail Offer
In addition to the Placing, the Company intends to make an offer
of new Ordinary Shares at the Issue Price available on the
PrimaryBid platform, in which retail investors will be invited to
participate (the "PrimaryBid Offer"). A separate announcement will
be made by the Company shortly regarding the PrimaryBid Offer.
The Company is relying on its existing shareholder authorities
and an available exemption from the need to publish a prospectus
approved by the Financial Conduct Authority in connection with the
PrimaryBid Offer.
Admission
Applications will be made to the FCA for admission of the
Placing Shares to the premium listing segment of the Official List
and to the London Stock Exchange for admission to trading of the
Placing Shares on the main market for listed securities
("Admission"). It is expected that Admission will become effective
and that unconditional dealings in the Placing Shares will commence
at 8.00 a.m. (BST) on 4 October 2021. The Placing Shares will, when
issued, rank pari passu with the existing Ordinary Shares, save for
any dividends or other distributions declared, made or paid on the
existing Ordinary Shares by reference to a record date prior to the
allotment of the Placing Shares.
Alex O'Cinneide, CEO of Gore Street Capital, the Company's
Investment Manager, commented:
"This UK acquisition is a further significant development for
the Company, which offers opportunities for value creation as
construction progresses and once operational, will be accretive to
our income generating assets. This particular asset also benefits
from being transmission connected providing attractive running cost
savings which will provide an additional tailwind to our positive
cash flow. This is another example of Gore Street's preeminent
position in the development of the energy storage market where we
have continually been a first mover at scale to the benefit of our
shareholders. The acquisition will take Gore Street's portfolio to
577MW across the UK and the Republic of Ireland, the most
geographically diverse energy storage portfolio available to a
financial investor today. We are delighted to have won this
important competitive acquisition due to our strong transactional
track record and sector leading reputation.
Gore Street's significant international pipeline spanning North
America and Western Europe enhances the Company's position to
capitalise on the continued priority for all markets to support the
transition to a low carbon economy through the increased use of
renewable energy. While the GB and Ireland have been the
pre-eminent markets for energy storage investment, other more
nascent markets offer enormous potential growth opportunities and
complementary revenue streams which we see as extremely attractive.
We expect to update the market in due course with our pipeline
progress.
The proposed Placing and retail offer will progress our
ambitious portfolio growth plans and we look forward to leveraging
our experience and proven capital discipline, to find the best
opportunities to generate further shareholder value following the
rapid and successful deployment of a significant portion of the
GBP135 million raised in April 2021."
The Legal Entity Identifier of the Company is
213800GPUNVGG81G4O21.
For further information:
Gore Street Capital Limited
Alex O'Cinneide / Paula Travesso Tel: +44 (0) 20 3826 0290
Shore Capital (Joint Corporate Broker and Joint Bookrunner)
Anita Ghanekar / Patrick Castle / Rose Ramsden (Corporate Advisory) Tel: +44 (0) 20 7408 4090
Fiona Conroy / Henry Willcocks (Corporate Broking)
J. P. Morgan Cazenove (Joint Corporate Broker
and Joint Bookrunner)
William Simmonds / Jérémie Birnbaum Tel: +44 (0) 20 7742
(Corporate Finance) 4000
Buchanan (Media enquiries)
Charles Ryland / Henry Wilson / George Beale Tel: +44 (0) 20 7466 5000
Email: Gorestreet@buchanan.uk.com
JTC (UK) Limited, Company Secretary Tel: +44 (0) 20 7409
0181
Notes to Editors
About Gore Street Energy Storage Fund plc
Gore Street is London's first listed energy storage fund and
seeks to provide shareholders with a significant opportunity to
invest in a diversified portfolio of utility scale energy storage
projects. In addition to growth through exploiting its considerable
pipeline, the Company aims to deliver consistent and robust
dividend yield as income distributions to its shareholders.
The Company targets an annual dividend of 7.0% of NAV per
Ordinary Share in each financial year, subject to a minimum target
of 7.0 pence per Ordinary Share. Dividends are paid quarterly.
Disclaimer
Members of the public are not eligible to take part in the
Placing. This announcement and the terms and conditions referred to
herein are directed in the United Kingdom only at persons selected
by Shore Capital or J.P. Morgan Cazenove who are "investment
professionals" falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"FPO") or "high net worth companies, unincorporated associations
etc" falling within Article 49(2) of the FPO, or persons to whom it
may otherwise be lawfully communicated (all such persons together
being referred to as "Relevant Persons"). This announcement and the
terms and conditions referred to herein must not be acted on or
relied on in the United Kingdom by persons who are not Relevant
Persons. Any investment or investment activity to which this
announcement relates is available only to, and will be engaged in
only with, persons in the United Kingdom who are Relevant
Persons.
In the United Kingdom, this announcement is being directed
solely at persons in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000 (as amended) does not
apply. This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities.
The material set forth herein is not intended, and should not be
construed, as an offer of securities for sale or subscription in
the United States or any other jurisdiction. Any purchase of
Ordinary Shares should be made solely on the basis of the
information contained in the Prospectus and the Supplementary
Prospectus. This announcement is not for publication or
distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any state of the United
States and the District of Columbia), Australia, Canada, South
Africa or Japan. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein
comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction. The Company will not be registered under the US
Investment Company Act of 1940, as amended. In addition, the
Ordinary Shares referred to herein have not been and will not be
registered under the US Securities Act of 1933 (the "Securities
Act") or under the securities laws of any state of the United
States and may not be offered or sold in the United States or to or
for the account or benefit of US persons absent registration or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with any applicable State securities laws. The offer and
sale of Ordinary Shares referred to herein has not been and will
not be registered under the Securities Act or under the applicable
securities laws of any state, province or territory of Australia,
Canada, South Africa or Japan. Subject to certain exceptions, the
Ordinary Shares referred to herein may not be offered or sold in
Australia, Canada, South Africa or Japan or to, or for the account
or benefit of, any national, resident or citizen of Australia,
Canada, South Africa or Japan. There will be no offer of the
Ordinary Shares in the United States, Australia, Canada, South
Africa or Japan.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the Company. Any such determination
should involve, among other things, an assessment of the legal,
tax, accounting, regulatory, financial, credit and other related
aspects of the securities.
This announcement may not be used in making any investment
decision in isolation. This announcement on its own does not
contain sufficient information to support an investment decision
and investors should ensure that they obtain all available relevant
information before making any investment. This announcement does
not constitute a recommendation concerning the Placing. The price
and value of securities can go down as well as up. Past performance
is not a guide to future performance. The contents of this
announcement are not to be construed as legal, business, financial
or tax advice. Each Shareholder or prospective investor should
consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice. No reliance may be placed for any purposes whatsoever
on this announcement or its completeness.
The information and opinions contained in this announcement are
provided as at the date of the announcement and are subject to
change without notice and no representation or warranty, express or
implied, is or will be made in relation to the accuracy or
completeness of the information contained herein and no
responsibility, obligation or liability or duty (whether direct or
indirect, in contract, tort or otherwise) is or will be accepted by
the Company, the Investment Manager, Shore Capital, J.P. Morgan
Cazenove or any of their affiliates or by any of their respective
officers, employees or agents to update or revise publicly any of
the statements contained herein. No reliance may be placed for any
purpose whatsoever on the information or opinions contained in this
announcement or on its completeness, accuracy or fairness. The
document has not been approved by any competent regulatory or
supervisory authority.
Potential investors should be aware that any investment in the
Company is speculative, involves a high degree of risk, and could
result in the loss of all or substantially all of their investment.
Results can be positively or negatively affected by market
conditions beyond the control of the Company or any other person.
Any data on past performance contained herein is no indication as
to future performance and there can be no assurance that any
targeted or projected returns will be achieved or that the Company
will be able to implement its investment strategy or achieve its
investment objectives. Any target returns published by the Company
are targets only. There is no guarantee that any such returns can
be achieved or can be continued if achieved, nor that the Company
will make any distributions whatsoever. There may be other
additional risks, uncertainties and factors that could cause the
returns generated by the Company to be materially lower than the
target returns of the Company.
The information in this announcement may include forward-looking
statements, which are based on the current expectations, intentions
and projections about future events and trends or other matters
that are not historical facts and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereof) or other
variations thereof or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
not guarantees of future performance and are subject to known and
unknown risks, uncertainties, assumptions about the Company and
other factors, including, among other things, the development of
its business, trends in its industry, and future capital
expenditures and acquisitions. In light of these risks,
uncertainties and assumptions, the events in the forward-looking
statements may not occur and actual results may differ materially
from those expressed or implied by such forward looking statements.
Given these risks and uncertainties, prospective investors are
cautioned not to place undue reliance on forward-looking
statements.
Each of Shore Capital, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, and J.P. Morgan
Securities plc, which conducts its UK investment banking activities
as J.P. Morgan Cazenove, and which is authorised by the Prudential
Regulation Authority and regulated by the Prudential Regulation
Authority and the FCA, is acting exclusively for the Company and
for no-one else in relation to the Placing and Admission. Neither
Shore Capital nor J.P. Morgan Cazenove will regard any other person
(whether or not a recipient of this announcement) as its client in
relation to the Placing or Admission and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing any advice in relation to
the Placing or Admission, the contents of this announcement or any
transaction or arrangement referred to herein. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Shore Capital or J.P. Morgan Cazenove by the FSMA or the regulatory
regime established thereunder, neither Shore Capital nor J.P.
Morgan Cazenove makes any representation express or implied in
relation to, nor accepts any responsibility whatsoever for, the
contents of this announcement or any other statement made or
purported to be made by it or on its behalf in connection with the
Company, the Ordinary Shares, the Placing or Admission. Each of
Shore Capital and J.P. Morgan Cazenove accordingly, to the fullest
extent permissible by law, disclaims all and any responsibility or
liability whether arising in tort, contract or otherwise which it
might have in respect of this announcement or any other
statement.
Solely for the purposes of the product governance requirements
contained within (a) the UK's implementation of EU Directive
2014/65/EU on markets in financial instruments, as amended ("UK
MiFID II") and (b) the UK's implementation of Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID
II, and in particular Chapter 3 of the Product Intervention and
Product Governance Sourcebook of the FCA (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 Ordinary
Shares have been subject to a product approval process, which has
determined that such securities 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 UK MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by UK MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (such term to have the same meaning as in
the MiFID II Product Governance Requirements) should note that: the
market price of the Ordinary Shares may decline and investors could
lose all or part of their investment; the Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
the Ordinary 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 Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Shore Capital and J.P. Morgan Cazenove will only
procure investors (pursuant to the 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 UK 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 Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
PRIIPS REGULATION
In accordance with the PRIIPs Regulation, a Key Information
Document ("KID") in respect of the Ordinary Shares has been
prepared by the Company and is available to investors at
www.gsenergystoragefund.com. If you are distributing the Ordinary
Shares, it is your responsibility to ensure that the relevant KID
is provided to any clients that are "retail clients".
The Company is the only manufacturer of the Ordinary Shares for
the purposes of the PRIIPs Regulation and neither Shore Capital nor
J.P. Morgan Cazenove is a manufacturer for these purposes. Neither
Shore Capital nor J.P. Morgan Cazenove makes any representation,
express or implied, nor accepts any responsibility whatsoever for
the contents of the KID prepared by the Company nor accepts any
responsibility to update the contents of the KID in accordance with
the PRIIPs Regulation, to undertake any review processes in
relation thereto or to provide such KID to future distributors of
Ordinary Shares. Each of Shore Capital and J.P. Morgan Cazenove
accordingly disclaims all and any liability whether arising in tort
or contract or otherwise which it might have in respect of the KID
or any other key information document prepared by the Company from
time to time.
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END
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