RNS Announcements

Result of Meetings and Further Update on Fundraise

14 August 2019

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.

Gore Street Energy Storage Fund plc (ticker: GSF), London's first listed energy storage fund investing in income producing assets in the UK and internationally, announces the results of the Company's Annual General Meeting ("AGM") and the General Meeting convened to approve resolutions in relation to the recent fundraising as announced on 5 June 2019.

AGM

At the AGM held earlier in the day the Company announces that all resolutions were passed on a poll and the results of the proxy votes received are set out below.

Resolutions 1 to 12 (inclusive) were proposed as ordinary resolutions and resolutions 13 to 16 (inclusive) were proposed as special resolutions.

Resolution Votes For* % Votes Against % Total votes validly cast Total votes cast as % of issued share capital Vote Withheld **
1 Receive annual accounts for period ended 31 March 2019 20,129,702 100.00 0 0.00 20,129,702 65.78 3,000
2 Approve directors' remuneration report 19,676,187 97.77 447,015 2.22 20,123,202 65.76 9,500
3 Approve the directors' remuneration policy 19,676,187 97.77 447,015 2.22 20,123,202 65.76 9,500
4 Approve the company's dividend policy 20,129,702 100.00 0 0.00 20,129,702 65.78 3,000
5 Elect Patrick Cox as a director 20,124,702 100.00 0 0.00 20,124,702 65.77 8,000
6 Elect Caroline Banszky as a director 20,124,702 100.00 0 0.00 20,124,702 65.77 8,000
7 Elect Malcolm King as a director 20,123,483 99.99 1,219 0.01 20,124,702 65.77 8,000
8 Elect Thomas Murley a director 20,121,702 99.99 3,000 0.01 20,124,702 65.77 8,000
9 To appoint EY LLP as the Company's auditor 19,676,187 97.77 447,015 2.22 20,123,202 65.76 9,500
10 To authorise the board of directors to determine the auditors remuneration 19,908,202 98.91 220,000 1.09 20,128,202 65.78 4,500
11 To authorise the Directors to allot shares under section 551 Companies Act 2006 20,120,202 99.96 8,000 0.04 20,128,202 65.78 4,500
12 Subject to the passing of resolution 11, to authorise the Directors to allot additional shares under section 551 Companies Act 2006 20,118,983 99.95 9,219 0.05 20,128,202 65.78 4,500
13 Subject to the passing of resolution 11, to disapply statutory pre-emption rights under section 570 Companies Act 2006 20,092,983 99.83 35,219 0.17 20,128,202 65.78 4,500
14 Subject to the passing of resolution 12, to disapply statutory pre-emption rights under section 570 Companies Act 2006 19,017,983 94.48 1,110,219 5.52 20,128,202 65.78 4,500
15 To authorise the Company to make market purchase of its own ordinary shares 19,674,187 97.75 454,015 2.26 20,128,202 65.78 4,500
16 To permit general meetings to be called on 14 days' notice 19,908,702 98.91 221,000 1.10 20,129,702 65.78 3,000

General Meeting and Fundraise Update

At the General Meeting held immediately following the AGM, all resolutions as set out in the notice of General Meeting posted to shareholders on 16 July 2019, were passed on a poll and the results of the proxy votes received are set out below.

Resolutions 1 to 3 and 7 to 10 (inclusive) were proposed as ordinary resolutions and resolutions 4 to 6 (inclusive) were proposed as special resolutions.

Resolution Votes For* % Votes Against % Total votes validly cast Total votes cast as % of issued share capital Vote Withheld **
1 To authorise the Directors to allot shares under section 551 Companies Act 2006 up to aggregate nominal amount of £1,098,900 in connection with the Initial Issue 19,020,700 94.52 1,102,000 5.48 20,122,700 65.76 16,950
2 To authorise the Directors to allot up to 100 million Ordinary Shares and/or C shares under section 551 Companies Act 2006 in connection with the Placing Programme 19,019,481 94.52 1,103,219 5.48 20,122,700 65.76 16,950
3 To authorise the Directors to allot up to an aggregate nominal amount of £400,000 under section 551 Companies Act 2006 in connection with the Additional NTMA Subscriptions 19,020,700 94.52 1,102,000 5.48 20,122,700 65.76 16,950
4 Subject to the passing of resolution 1, to disapply statutory pre-emption rights under section 570 Companies Act 2006 18,995,700 94.40 1,127,000 5.60 20,122,700 65.76 16,950
5 Subject to the passing of resolution 2, to disapply statutory pre-emption rights under section 570 Companies Act 2006 19,019,481 94.52 1,103,219 5.48 20,122,700 65.76 16,950
6 Subject to the passing of resolution 3, to disapply statutory pre-emption rights under section 570 Companies Act 2006 19,020,700 94.52 1,102,000 5.48 20,122,700 65.76 16,950
7 To authorise the allotment or issue of Ordinary Shares and/or C Shares to NEC Energy Solutions Inc as a Related Party 19,019,481 94.52 1,103,219 5.48 20,122,700 65.76 16,950
8 To authorise the allotment or issue of Ordinary Shares and/or C Shares to Nippon Koei Co., Ltd as a Related Party 19,019,481 94.52 1,103,219 5.48 20,122,700 65.76 16,950
9 To authorise the issue of Ordinary Shares under the Subscription Agreement 19,020,700 94.52 1,102,000 5.48 20,122,700 65.76 16,950
10 Adoption of investment policy 20,120,700 99.99 2,000 0.01 20,122,700 65.76 16,950

The Company also announces that further to the announcement on 5 August 2019, applications have been received in relation to the Intermediaries Offer for 464,881 Ordinary Shares which will be issued at 91 pence per share raising gross proceeds of £0.42m. Therefore, together with the 6,497,267 Ordinary Shares to be issued in connection with the Initial Placing and Offer for Subscription, the Company has received applications for a total of 6,962,148 new Ordinary Shares pursuant to the Initial Issue thereby raising gross proceeds of £6.34m in its latest fundraising campaign. Since IPO, the Company has more than doubled in size to approximately £62m assets under management, with a portfolio of 189MW across eight assets in the UK and the Republic of Ireland.

Applications have been made to the Financial Conduct Authority and the London Stock Exchange for all of the new Ordinary Shares to be issued pursuant to the Initial Issue to be admitted to the Premium Listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Initial Admission will become effective and dealings in the Ordinary Shares will commence at 8.00 a.m. on 16 August 2019.

Following the Initial Issue, the Company's issued share capital will comprise 37,562,148 Ordinary Shares and this is the total number of Ordinary Shares with voting rights in the Company. This figure (37,562,148) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules. The Company does not currently hold any shares in treasury.

Unless otherwise stated, capitalised terms used in this announcement but not defined have the same meaning as set out in the Prospectus dated 16 July 2019.

* Includes discretionary votes

** A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

 

Notes:

In accordance with Listing Rule 9.6.2 copies of all the resolutions passed, other than ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/nsm

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.

Further information is available at www.gorestreetcap.com/energy-storage-fund/

 

For further information:

Gore Street Capital Limited
Alex O'Cinneide Tel: +44 (0) 20 3826 0290
Shore Capital
Daniel Harris, Hugo Masefield (Corporate Advisory) Tel: +44 (0) 20 7408 4090
Henry Willcocks, Fiona Conroy (Corporate Broking)
Media Enquiries
Buchanan
Charles Ryland / Steph Watson / Henry Wilson Tel: +44 (0) 20 7466 5000
Email: [email protected]
Company Secretary
JTC (UK) Limited Tel: +44 (0) 20 7409 0181

 

The Legal Entity Identifier of the Company is 213800GPUNVGG81G4O21.

 

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 any jurisdiction in which such an offer or solicitation is unlawful.

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 in any of Australia, Canada, the Republic of South Africa, Japan or the United States. The new Ordinary Shares and/or C Shares in the capital of the Company have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, or otherwise transferred, 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 US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

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 or the Placing Programme. 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.

Shore Capital and Corporate Limited ("Shore Capital"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else in relation to the Initial Issue, the Placing Programme or any Admission and the other arrangements referred to in this announcement. Shore Capital will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Initial Issue, the Placing 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 Placing 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 by the FSMA or the regulatory regime established thereunder, Shore Capital does not make 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 C Shares, the Initial Issue, the Placing Programme or any Admission. Shore Capital 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.

 

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