TIDMGSF
RNS Number : 4100G
Gore Street Energy Storage Fund PLC
29 March 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
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 published by Gore Street Energy Storage Fund plc (the
"Prospectus") and not in reliance on this announcement. A copy of
the Prospectus is available on the Company's website (
www.gsenergystoragefund.com ). 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.
29 March 2022
Gore Street Energy Storage Fund plc
(the "Company" or "Gore Street")
Publication of Prospectus
Further to the announcement this morning, the prospectus of the
Company dated 29th March 2022 relating to its Initial Placing,
Initial Offer for Subscription and Initial Intermediaries Offer of
Ordinary Shares and Share Issuance Programme of Ordinary Shares
and/or C Shares (the "Prospectus") has been approved by the
Financial Conduct Authority and has been published.
Copies of the Prospectus have been submitted to the National
Storage Mechanism and will be available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism , and on the
Company's website at https://www.gsenergystoragefund.com/ .
Any capitalised terms used but not otherwise defined in this
announcement have the meaning set out in the Prospectus.
For further information:
Gore Street
Capital Limited
Alex O'Cinneide / Paula Travesso Tel: +44 (0) 20 3826 0290
/ Maria Vaggione
Shore Capital (Joint Corporate
Broker)
Anita Ghanekar / Rose Ramsden Tel: +44 (0) 20 7408 4090
/ Iain Sexton (Corporate Advisory)
Fiona Conroy (Corporate Broking)
J.P. Morgan Cazenove (Joint Corporate
Broker)
William Simmonds / Jérémie Tel : +44 (0) 20 7742 4000
Birnbaum (Corporate Finance)
Buchanan (Media Enquiries)
Charles Ryland / Henry Wilson Tel: +44 (0) 20 7466 5000
/ George Beale
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.
https://www.gsenergystoragefund.com
Disclaimer
This announcement has been issued by, and is the sole
responsibility of, Gore Street Energy Storage Fund plc (the
"Company").
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 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 should not
be distributed, forwarded to or transmitted in any of Australia,
Canada, the Republic of South Africa, Japan or the United
States.
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.
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.
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END
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