TIDMGSF
RNS Number : 5232F
Gore Street Energy Storage Fund PLC
22 March 2022
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 HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO
ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR
PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE UK MARKET
ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
22 March 2022
Gore Street Energy Storage Fund plc
(the "Company" or "Gore Street")
Notice of General Meeting and Dividend Policy Update
Gore Street, London's first listed energy storage fund
supporting the transition to low carbon power, will shortly post a
circular convening a general meeting (the "General Meeting") to be
held at 11.00a.m. on Monday 11, April 2022 (the "Circular").
The purpose of the Circular is to provide Shareholders with
details of proposed changes to the Company's investment policy
together with details of a proposed new Initial Issue and Share
Issuance Programme (the "Proposals") and to convene the General
Meeting to obtain the required Shareholder approvals for the
Proposals. The Company intends to significantly increase the size
of its portfolio and execute against its exclusive near-term
pipeline of investments across the UK, US and EU in order to
capitalise on the continued growth in demand for energy storage
assets which are increasingly significant infrastructure projects
for ongoing energy security in the UK and internationally.
Proposed Change of Investment Policy
The Company is seeking Shareholder approval for certain
amendments to the Company's investment policy including to: (i)
enable the Company to invest a greater percentage of its assets
into project opportunities outside the UK and the Republic of
Ireland permitting it to take advantage of the Investment Manager's
considerable pipeline of energy storage opportunities in other
markets; (ii) increase the limit on borrowings; and (iii) clarify
the Company's approach to currency hedging.
Dividend Policy Update
Since IPO shareholders have benefitted from a 7 per cent. of Net
Asset Value dividend policy target and will continue to benefit
from a progressive dividend policy. The Company will continue to
target a 7 per cent. yield on average Net Asset Value based on
prescribed incremental gains in average Net Asset Value per
Ordinary Share for each financial year as set out below.
The Company's current dividend policy targets an annual dividend
of 7 per cent. of Net Asset Value per Ordinary Share in each
financial year subject to a minimum target of 7 pence per Ordinary
Share. For the year ended 31 March 2021, the Company paid aggregate
dividends of 7 pence per Ordinary Share (totalling GBP10,090,637);
and for the year ended 31 March 2020, the Company paid aggregate
dividends of 7 pence per Ordinary Share (totalling
GBP3,552,638).
Effective for the quarter to 31 March 2022, the Company will
target dividends in each financial year based on a 7 per cent.
yield on the average Net Asset Value per Ordinary Share during that
financial year, subject to a minimum target of 7 pence per Ordinary
Share in each financial year. The annual target dividend will
increase by 0.5 pence increments per Ordinary Share based on a
certain progression of the average Net Asset Value per Ordinary
Share in any financial year above 100 pence (subject to rounding).
For illustrative purposes only: if the average Net Asset Value per
Ordinary Share during a financial year is 107 pence per Ordinary
Share or greater (but less than 114 pence) the target dividend for
that financial year will be 7.5 pence per Ordinary Share; if the
average Net Asset Value per Ordinary Share during a financial year
is 114 pence per Ordinary Share or greater (but less than 121
pence) the target dividend for that financial year will be 8.0
pence per Ordinary Share; and if the average Net Asset Value per
Ordinary Share during a financial year is 121 pence per Ordinary
Share or greater (but less than 128 pence) the target dividend for
that financial year will be 8.5 pence per Ordinary Share.
Dividends are paid quarterly. Investors should note that the
payment of dividends is at the discretion of the Board and the
Directors may resolve to pay dividends otherwise than in accordance
with the targets noted above in order to reflect the Company's
expected returns and future plans for the growth of the
Company.
Investors should note that the target dividend is target only
and not a profit forecast. There may be a number of factors that
adversely affect the Company's ability to achieve its target
dividend yield and there can be no assurance that it will be met.
The target dividend should not be seen as an indication of the
Company's expected or actual results or returns. Accordingly,
investors should not rely on this target in deciding whether to
invest in the Ordinary Shares or assume that the Company will make
any distributions at all.
Proposed Share Issuance Programme
The Company is proposing to issue up to 750 million new Ordinary
Shares and/or C Shares (in aggregate) pursuant to an Initial Issue,
comprising an Initial Placing, Offer for Subscription and
Intermediaries Offer, and thereafter a 12--month Share Issuance
Programme.
Any new Ordinary Shares issued pursuant to the Initial Issue and
the Share Issuance Programme will be issued at a price not less
than the Net Asset Value per Ordinary Share plus a premium to cover
the expenses of such issue. The Issue Price will also take into
consideration the prevailing share price per Ordinary Share. Any C
Shares will be issued at 100 pence per C Share.
The implementation of the Share Issuance Programme requires the
production of a prospectus. Any decision to proceed with the
publication of a prospectus is at the absolute discretion of the
Directors and will be subject to prevailing market conditions and
investor sentiment. Should the Company decide to proceed with such
a publication, a further announcement will be made in due
course.
Benefits of the Proposals
The Directors believe that the Proposals will have the following
benefits for Shareholders:
-- The Company will be able to raise additional funds in a
timely manner to enable it to take advantage of opportunities to
make further investments in accordance with its amended investment
policy.
-- Increasing the market capitalisation of the Company will help
to make the Company attractive to a wider investor base, including
to those investors who have expressed a preference for investing in
larger investment trusts.
-- A greater number of Ordinary Shares in issue should improve
liquidity in the secondary market for the Ordinary Shares and make
the Ordinary Shares more attractive to a wider range of
investors.
-- The Company's fixed running costs will be spread across a
larger equity capital base.
-- The Company may increase diversification of its portfolio of
energy storage assets by enabling it to access a pipeline of future
investment opportunities outside the UK and the Republic of
Ireland.
-- The ability to employ greater leverage is expected to enable
the Company to expand the size and scale of operations, support the
development of an expanding portfolio, and ultimately to seek to
enhance profitability.
General Meeting
The General Meeting has been convened for 11.00 a.m. on 11 April
2022 and will be held at JTC's offices, The Scalpel, 18th Floor, 52
Lime Street, London EC3M 7AF.
Recommendation
The Board considers that the Proposals are in the best interests
of the Company and its Shareholders as a whole. Accordingly, the
Board unanimously recommends that Shareholders vote in favour of
the Resolutions to be proposed at the General Meeting. The
Directors intend to vote IN FAVOUR OF the Resolutions in respect of
their holdings of Ordinary Shares, amounting to 139,996 Ordinary
Shares in aggregate (representing approximately 0.04 per cent. of
the issued share capital of the Company as at the date of the
Circular).
The Circular is available on the Company's website (
www.gsenergystoragefund.com ), subject to certain restrictions, for
inspection at the Company's registered office at The Scalpel 18th
Floor, 52 Lime Street, London, EC3M 7AF and at the National Storage
Mechanism via
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Terms not otherwise defined in this announcement have the
meanings given to them in the Circular.
The Legal Entity Identifier of the Company is
213800GPUNVGG81G4O21.
Gore Street Capital Limited
Alex O'Cinneide / Paula Travesso / Maria Vaggione Tel: +44 (0) 20 3826 0290
Shore Capital (Joint Corporate Broker)
Anita Ghanekar / Rose Ramsden / Iain Sexton (Corporate Advisory) Tel: +44 (0) 20 7 408 4090
Fiona Conroy (Corporate Broking)
J. P. Morgan Cazenove (Joint Corporate Broker)
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.
Disclaimers
This announcement has been prepared for information purposes
only. This announcement is not an offer to sell or a solicitation
of any offer to buy any Shares in the United States, Australia,
Canada, the Republic of South Africa or Japan, or any of their
respective territories or possessions, or in any other jurisdiction
where such offer or sale would be unlawful. No action has been
taken by the Company that would permit an offering of any shares in
the capital of the Company or possession or distribution of this
announcement or any other offering or publicity material relating
to such 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,
such restrictions.
This communication is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This communication is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered, sold, resold, transferred or
delivered directly or indirectly in the United States, or to, or
for the account or benefit of, U.S. Persons, except pursuant to an
applicable exemption from registration. No public offering of
securities is being made in the United States.
The Company has not been and will not be registered under the US
Investment Company Act of 1940 (the "Investment Company Act") and,
as such, holders of the Shares will not be entitled to the benefits
of the Investment Company Act. No offer, sale, resale, pledge,
delivery, distribution or transfer of the Ordinary Shares may be
made except under circumstances that will not result in the Company
being required to register as an investment company under the
Investment Company Act.
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 or form part of and may not be construed as an offer
to sell, or an invitation to purchase or otherwise acquire,
investments of any description, nor as a recommendation regarding
the possible offering or the provision of investment advice by any
party. No information in this announcement should be construed as
providing financial, investment or other professional advice and
each prospective investor should consult its own legal, business,
tax and other advisers in evaluating the investment opportunity. 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
Securities plc 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.
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 policy 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 operating 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 the Company, the Investment Manager, Shore Capital, J.P.
Morgan Securities plc and their affiliates and their respective
officers, employees and agents expressly disclaim any and all
liability which may be based on this announcement and any errors
therein or omissions therefrom.
No representation or warranty is given to the achievement or
reasonableness of future projections, management targets,
estimates, prospects or returns, if any. Any views contained herein
are based on financial, economic, market and other conditions
prevailing as at the date of this announcement. The information
contained in this announcement will not be updated.
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END
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