TIDMGSF
RNS Number : 3106G
Gore Street Energy Storage Fund PLC
29 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 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 for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
("FCA") 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 to be published by Gore Street Energy Storage Fund plc
(the "Prospectus") and not in reliance on this announcement. A copy
of the Prospectus, once published, will be available on the
Company's website ( www.gsenergystoragefund.com ). 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. 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 .
29 March 2022
Gore Street Energy Storage Fund plc
(the "Company" or "Gore Street")
Proposed Placing, Offer for Subscription and Intermediaries
Offer
Gearing Policy Clarification
Gore Street, London's first listed energy storage fund
supporting the transition to low carbon power, is pleased to
announce that further to its announcement on 22 March 2022, the
Company is proposing to raise GBP75 million, via the issue of
68,181,818 new Ordinary Shares , at a price of 110 pence per
Ordinary Share (the "Issue Price"), by way of an Initial Placing,
Initial Offer for Subscription and Initial Intermediaries Offer
(the "Initial Issue"). The Initial Issue could be upscaled subject
to demand and Board discretion.
Any capitalised terms used but not otherwise defined in this
announcement have the meaning set out in the Prospectus.
Initial Issue highlights
-- The Issue Price represents:
o a discount of approximately 5.98% to the closing share price
of 117 pence per Ordinary Share on Monday 21 March 2022 (prior to
announcement of the Initial Issue and Share Issuance
Programme),
o a discount of approximately 4.35% to the closing share price
of 115 pence per Ordinary Share on Monday 28 March 2022, and
o a premium of approximately 5.87% to the last reported NAV of
103.9 pence per Ordinary Share as at 31 December 2021.
-- The net proceeds of the Initial Issue will be used to acquire
and construct new projects in the Company's pipeline. The
Investment Manager has identified a pipeline of investments with a
total project size of over 1.3 GW in the UK and internationally,
offering additional geographical portfolio diversification.
-- Investors in the Initial Issue are expected to benefit from
an attractive level of dividend income and the prospects of capital
appreciation over the long term, expected to be delivered with low
volatility and uncorrelated to other asset classes.
-- The Initial Issue includes an intermediaries offer to enable
retail investor participation. Details on how to invest and the
participating intermediaries are outlined on the Company's website:
www.gsenergystoragefund.com
-- The Initial Issue 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) .
Prospectus publication and Share Issuance Programme
Following the Initial Issue, the Directors intend to implement a
programme of subsequent issues of up to 750 million Ordinary Shares
and/or C Shares (less the number of Ordinary Shares issued pursuant
to the Initial Issue) to raise capital for further investment (the
"Share Issuance Programme", each a "Subsequent Issue").
The prospectus (the "Prospectus") relating to the Initial Issue
and the Share Issuance Programme is expected to be published
shortly.
The Directors have reserved the right, in conjunction with the
Joint Bookrunners, to increase the size of the Initial Issue to a
maximum of 136,363,636 Ordinary Shares if overall demand exceeds
68,181,818 Ordinary Shares, with any increase being announced
through a Regulatory Information Service.
The Initial Issue is conditional on, amongst other things, the
approval of the Company's shareholders ("Shareholders") at a
general meeting to be held at 11am BST on 11 April 2022 (the
"General Meeting"), details of which were set out in the circular
published by the Company on 22 March 2022.
Expected Timetable of Initial Issue
Initial Issue opens 29 March 2022
Latest time and date for receipt of 3.00 p.m. on 11 April
completed applications from Intermediaries 2022
in respect of the Initial Intermediaries
Offer
Latest time and date for receipt of 11.00 a.m. on 12 April
completed Application Forms in respect 2022
of the Initial Offer for Subscription
Latest time and date for commitments 11.00 a.m. on 12 April
under the Initial Placing 2022
Publication of results of the Initial 12 April 2022
Issue
Initial Admission and dealings in Ordinary 8.00 a.m. on 14 April
Shares commence 2022
CREST accounts credited with uncertificated 14 April 2022
Ordinary Shares
Where applicable, definitive share certificates Within ten Business
despatched by post* Days of Initial Admission
Other Dates 2022
General Meeting 11.00 a.m. on 11 April
*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.
Dealing Codes
The dealing codes for the Ordinary Shares are as follows:
ISIN GB00BG0P0V73
SEDOL BG0P0V7
Ticker GSF
Alex O'Cinneide, CEO of Gore Street Capital, the Company's
Investment Manager, commented:
"As predicted since Gore Street's IPO in 2018, the demand for
energy storage has continued to grow exponentially in the UK,
Ireland and internationally. The importance of energy security and
the need to rapidly de-carbonise global economies is more important
than ever before. Reflecting these trends, we are screening and
executing ever larger transactions and have now built a portfolio
with an aggregated capacity of over 700 MW.
Having closely analysed markets in North America and Western
Europe over a number of years, we are delighted to have recently
made our first investments in Germany and Texas, a transformative
milestone for the growth and diversification of the Company's
portfolio. These more nascent markets offer significant potential
for growth opportunities but also provide complementary revenue
streams to those received from our assets in the UK and Ireland.
These assets, along with the rest of Gore Street's portfolio, also
deliver an essential energy infrastructure service in those
geographies and help them to reach their climate goals.
Meanwhile, the UK and Ireland continue to also offer significant
potential opportunities for investment where Gore Street Capital
has established itself as a pre-eminent investor. The proposed
fundraise would enable us to execute on our ambitions for growth
with the potential for investment in new acquisitions, while
continuing our solid track record of capital discipline for the
benefit of our shareholders."
Gearing policy clarification
The recently published Circular to shareholders (dated 22 March
2022) stated that, "The Board and the Investment Manager have
undertaken a review of the Company's gearing policy to ensure that
it is appropriate in light of the energy storage market's maturity
and to allow for the ability to utilise debt, where appropriate and
subject to the prior approval of the Board, to expand the size and
scale of operations, support the development of an expanding
portfolio, and ultimately to seek to enhance profitability. The
Directors intend that the Company will maintain a conservative
level of borrowings but that the maximum aggregate borrowings be
increased from 15 per cent. to 50 per cent. of Gross Asset Value
(calculated at the time of drawdown of the relevant
borrowings)."
The Directors wish to clarify for Shareholders that,
notwithstanding the above flexibility, the Board's gearing policy
will firmly limit borrowings to no more than 30 per cent. of gross
assets at any time. If in the future the Directors views on this
policy were to change, they will revert to Shareholders for further
approval.
Background to the Initial Issue
The Company was launched as a closed-ended investment company in
May 2018 with the investment objective of providing Shareholders
with an attractive level of income over the long term by investing
in a diversified portfolio of utility scale energy storage
projects. The Company has raised in excess of GBP330 million to
date, which has been invested or committed for investment in
accordance with the Company's investment objectives and policy,
including the Company's first recently announced acquisitions in
Germany and the United States.
Dividend
Investors in the Initial Issue will be entitled to receive the
next quarterly dividend for the period end 31 March 2022. The
Company will target dividends in respect of the Ordinary Shares in
each nancial year based on a 7 per cent. yield on the average Net
Asset Value per Ordinary Share during that nancial year, subject to
a minimum target of 7 pence per Ordinary Share in each nancial
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 nancial year
above 100 pence.
Market Opportunity
Utility scale energy storage is an increasing international
priority as investment in intermittent renewable generation
continues to grow. Recent geopolitical events have further
underlined the importance of energy security, particularly in
Europe and the critical services to the grid that Gore Street's
assets provide. An ongoing significant renewable infrastructure
investment alongside the move away from traditional baseload
generation sources provide a compelling backdrop for energy storage
investment opportunities to enable countries to reach their climate
targets.
Pipeline
In addition to the Company's signi cant UK investment pipeline,
the opportunities outside the UK have continued to grow
considerably and there are potentially attractive opportunities
available. As at the date of this announcement, the Investment
Manager has identi ed a pipeline of over 1.3 GW. The pipeline
includes a significant number of potential projects comprising 900
MW in GB, 375 MW in North America and 100 MW in Europe. The
Investment Manager continues to work with several sources of
potential pipeline projects, such as strategic partners, developers
and EPC contractors.
The assets which form part of the Company's pipeline are exible
in terms of services and availability, and therefore present
multiple and increasing revenue opportunities. The Investment
Manager believes these additional revenue streams will become
increasingly important as a means of diversi cation. Initially,
projects were focused on: (a) frequency response services; (b)
Triad avoidance services; and (c) capacity market services. Today,
the Investment Manager is currently analysing projects that
include: (i) balancing mechanisms; (ii) wholesale trading; (iii)
distribution network cost saving; (iv) voltage control; (v) black
start; and (vi) DS3 services in Ireland.
The Company intends to hold a diversi ed portfolio of energy
storage projects with target unleveraged IRRs from its portfolio of
projects of 10-12 per cent. (before fees and expenses of the
Company) through multiple revenue streams which may be stacked on a
single battery. The majority of the Group's revenues are currently
derived from grid balancing services and/or wholesale trading.
High yield
The Company will target dividends in respect of the Ordinary
Shares in each nancial year based on a 7 per cent. yield on the
average Net Asset Value per Ordinary Share during that nancial
year, subject to a minimum target of 7 pence per Ordinary Share in
each nancial 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 nancial
year above 100 pence (subject to rounding). For illustrative
purposes only: if the average Net Asset Value per Ordinary Share
during a nancial year is 107 pence per Ordinary Share or greater
(but less than 114 pence) the target dividend for that nancial year
will be 7.5 pence per Ordinary Share; if the average Net Asset
Value per Ordinary Share during a nancial year is 114 pence per
Ordinary Share or greater (but less than 121 pence) the target
dividend for that nancial year will be 8.0 pence per Ordinary
Share; and if the average Net Asset Value per Ordinary Share during
a nancial year is 121 pence per Ordinary Share or greater (but less
than 128 pence) the target dividend for that nancial year will be
8.5 pence per Ordinary Share. Dividends are paid quarterly and the
Company will target a dividend of 2.0 pence per Ordinary Share for
the rst three interim dividends in each nancial year and the amount
of the nal dividend will depend on the overall annual dividend
target for that nancial year.
Investors should note that the target dividend and target return
are targets only and are 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/or target return and there
can be no assurance that they will be met. The target dividend and
target return should not be seen as an indication of the Company's
expected or actual results or returns. Accordingly, investors
should not rely on these targets in deciding whether to invest in
the Shares or assume that the Company will make any distributions
at all.
Addressable Market
Energy storage is a market which is undergoing continued and
transformative growth in the UK and globally. The fundamental
growth driver is the steady increase in intermittent renewable
energy capacity combined with a need for grid stability and
electricity price stability. Storage projects are well positioned
to address these issues. As a result, energy storage is a key part
of government energy policy, helping to deliver the low-carbon
electricity sector that is the stated goal of the UK, the US, the
EU and many other jurisdictions. The growth in energy storage
assets is therefore anticipated to increase in these markets as the
levers that drive their growth further develop. The Board, having
been advised by the Investment Manager, considers that the Company
remains ideally positioned to capitalise on this anticipated
increase in demand for energy storage assets.
Growth potential in grid flexibility from decarbonising
environment
During the Conference of the Parties (COP) 26 held in Glasgow in
2021, countries stressed the urgency of action required to reduce
carbon dioxide emissions by 45 per cent. in order to achieve net
zero around the mid-century. Countries were called to present
stronger national action plans next year, instead of in 2025, the
original timeline. Countries have also ultimately agreed to a
provision for phasing-down coal power and phasing-out inef cient
fossil fuel subsidies, therefore moving away from fossil fuels.
The increase of wind and solar renewable energy, which are
intermittent sources of electricity, together with the closure of
coal and nuclear power plants, is expected to create difficulties
in balancing demand/supply of electricity in the system which
creates tight capacity margins and which could, therefore, lead to
blackout risks during peak demand. The Investment Manager expects
that energy storage will increasingly be required to play an
important role in managing critical balancing and frequency
management services to stabilise the system and provide flexibility
to the electricity market. Therefore, Shareholders will have early
exposure to what the Investment Manager believes will be a dominant
theme in energy investment over the coming years.
Further information
Shore Capital and J.P. Morgan Cazenove are acting as Joint
Bookrunners to the Company in connection with the Initial Issue and
the Share Issuance Programme. The Joint Bookrunners will today
commence a bookbuild process in respect of the Initial Issue at the
Issue Price. The Initial Issue will be non-pre-emptive pursuant to
the terms set out in the Prospectus and is expected to close no
later than 11.00 a.m. on 12 April 2022 but may be closed earlier or
later at the absolute discretion of the Joint Bookrunners. Details
of the number of Ordinary Shares to be issued pursuant to the
Initial Issue will be determined by the Board (following
consultation with Joint Bookrunners and the Investment Manager) and
will be announced as soon as practicable after the close of the
Initial Issue.
In the event that commitments received under the Initial Issue
exceed the maximum number of Ordinary Shares available,
applications under the Initial Placing, the Initial Offer for
Subscription and the Initial Intermediaries Offer will be scaled
back at the Joint Bookrunners' discretion (in consultation with the
Company and the Investment Manager).
Application will be made for the Ordinary Shares to be admitted
to trading on the premium segment of the London Stock Exchange's
main market ("Admission"). Admission is expected to occur and
dealings in the Ordinary Shares to commence at 8.00 a.m. on 14
April 2022. The Initial Issue is conditional on the requisite
shareholder resolutions being passed at the General Meeting on 11
April 2022 and on Admission.
The Ordinary Shares issued pursuant to the Initial Issue will
rank pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of Admission.
For the avoidance of doubt, investors participating in the Initial
Issue will be entitled to receive the next quarterly dividend
declared by the Company relating to the quarter ending 31 March
2022.
By choosing to participate in the Initial Issue and by making an
oral and legally binding offer to subscribe for Ordinary Shares,
investors will be deemed to have read and understood this
announcement and the Prospectus in their entirety and to be making
such offer on the terms and subject to the conditions in the
Prospectus, and to be providing the representations, warranties and
acknowledgements contained therein.
A copy of the Prospectus, when published, will be submitted to
the National Storage Mechanism and will shortly thereafter be
available for inspection at: on the Company's website at (
www.gsenergystoragefund.com ) or via the National Storage Mechanism
( https://data.fca.org.uk/#/nsm/nationalstoragemechanism ). Full
details of the Terms and Conditions of the Initial Placing, the
Initial Offer for Subscription and the Initial Intermediaries Offer
will be made available in the Prospectus.
The Legal Entity Identifier of the Company is
213800GPUNVGG81G4O21.
For further information:
Gore Street Capital Limited
Alex O'Cinneide / Paula Travesso / Maria Vaggione Tel: +44 (0) 20 3826 0290
Shore Capital (Joint Corporate Broker and Joint Bookrunner)
Anita Ghanekar / Rose Ramsden / Iain Sexton (Corporate Advisory) Tel: +44 (0) 20 7408 4090
Fiona Conroy (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
Disclaimer
This announcement has been issued by, and is the sole
responsibility of, Gore Street Energy Storage Fund plc (the
"Company"). The content of this announcement has been approved by
Gore Street Capital Limited solely for the purposes of section
21(2)(b) of the Financial Services and Markets Act 2000 (as
amended).
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for shares, in or into any jurisdiction in
which such an offer or solicitation is unlawful. 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.
This announcement is an advertisement and does not constitute a
prospectus relating to the Company and does not constitute, or form
part of, any offer or invitation to sell or issue, or any
solicitation of any offer to subscribe for, any shares in the
Company 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 or act as any inducement to enter into, any
contract therefor.
This announcement does not constitute, or form part of, an offer
to sell or the solicitation of an offer to purchase or subscribe
for any Company securities, directly or indirectly, in or into any
of Australia, Canada, the Republic of South Africa, Japan or the
United States. The Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or with any securities regulatory authority of any state or
other jurisdiction of the United States, and may not be offered,
sold, resold, pledged, delivered, distributed or otherwise
transferred, directly or indirectly, into or within the United
States, except pursuant to an exemption from the registration
requirements of the US Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States. Outside the United States, the Shares may be
sold to persons who are not "US Persons", as defined in and
pursuant to Regulation S under the US Securities Act. No public
offering of Shares is being made in the United States.
In addition the Company has not been and will not be registered
under the US Investment Company Act of 1940, as amended.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain exceptions, this announcement and the Prospectus, when
published, should not be distributed, forwarded to or transmitted
in any of Australia, Canada, the Republic of South Africa, Japan or
the United States.
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 Initial Issue, the
Share Issuance Programme or any Subsequent Issue. 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 and Corporate Limited and Shore Capital
Stockbrokers Limited (together "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 ("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 Initial Issue, the Share
Issuance Programme or any Admission and the other arrangements
referred to in this announcement. 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
Initial Issue, the Share Issuance Programme or any 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 Initial Issue, the Share Issuance
Programme or any 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 Shares, the Initial Issue, the Share Issuance
Programme or any 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"); (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 Shares have been subject to a product approval process, which
has determined that the 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 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 Shares may
decline and investors could lose all or part of their investment;
the Shares offer no guaranteed income and no capital protection;
and an investment in the 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 Issues. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Shore Capital and J.P. Morgan Cazenove
will, pursuant to the Initial Placing and each Subsequent Placing,
only procure Placees 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 Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Shares a nd determining
appropriate distribution channels.
In accordance with the UK PRIIPs Regulation, a key information
document in respect of the Ordinary Shares has been prepared and is
available to investors at www.gsenergystoragefund.com . If you are
distributing the Ordinary Shares, it is your responsibility to
ensure that the key information document is provided to any clients
that are "retail clients".
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