Result of Placing and Offer for Subscription
05 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 that further to the announcement on 31 July 2019, the Company has in total raised gross proceeds of approximately £30.9m in its latest fundraising campaign, thereby over doubling the available capital for GSF to deploy in energy storage assets since IPO. This total includes gross proceeds of £5.91 million by way of an Initial Placing and Offer for Subscription (the "Fundraise") together with an additional £25m commitment from the National Treasury Management Agency ("NTMA")1 to be drawn upon as announced on 5 June 2019 which will give Gore Street considerable funds available for investment.
Since IPO in May 2018, following this fundraise, Gore Street has more than doubled in size to approximately £62m assets under management and has built a portfolio of 189MW across eight assets in the UK and the Republic of Ireland. GSF has an additional 500MW in pipeline in UK, Ireland and continental Europe, which it intends to execute against in the coming months.
Applications have been received under the Fundraise for 6,497,267 Ordinary Shares which will be issued at a price of 91 pence per Ordinary Share. Of these, 3,821,763 Ordinary Shares will be issued under the Initial Placing and 2,675,504 Ordinary Shares will be issued under the Offer for Subscription. The Fundraise included a subscription by the NTMA of 1,624,300 Ordinary Shares. This is in addition to their commitment to invest a further £25 million Additional NTMA Subscription pursuant to the terms of the NTMA Subscription Agreement. Also, further to the announcement on 16 July, the Fundraise includes a subscription by NEC Energy Solutions Inc., a related party of the Company, for 1,098,901 Ordinary Shares.
The proceeds of the Initial Issue will be used to invest in a diversified portfolio of utility scale energy storage projects and in particular the projects in Northern Ireland and the Republic of Ireland as set out in the Prospectus. To augment the proceeds of the Initial Issue, as referenced in the announcement on 31 July, the Company is well placed with funding sources for the Irish projects through the Placing Programme from investors which have expressed interest in the Initial Issue but have not been able to invest at this time, from other investment vehicles which are controlled by or have appointed as their investment adviser, the Adviser and through debt providers.
Applications will shortly be open for investors to subscribe for Ordinary Shares at the Issue Price of 91 pence per Ordinary Share pursuant to the Intermediaries Offer. Only the Intermediaries' retail investor clients in the United Kingdom are eligible to participate in the Intermediaries Offer. Investors may apply to any one of the Intermediaries to be accepted as their client. A list of participating Intermediaries will shortly be available on the Company's web-site at www.gsenergystoragefund.com.
The Initial Placing, Offer for Subscription and Intermediaries Offer is conditional, inter alia, on the passing of the Initial Issue Resolutions and Initial Admission.
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.
The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.
1 as controller and manager of the Ireland Strategic Investment Fund
|Initial Issue 2019|
|Intermediaries Offer opens||5 August|
|Latest time and date for receipt of completed applications from the Intermediaries in respect of the Intermediaries Offer||3.00 p.m. on 13 August|
|Publication of results of the Intermediaries Offer||14 August|
|Annual General Meeting||14 August|
|General Meeting||14 August|
|Delivery versus Payment (DVP) instructions to be matched by no later than||1.00 p.m. on 15 August|
|Initial Admission and dealings in Ordinary Shares commence||8.00 a.m. on 16 August|
|CREST accounts credited with uncertificated Ordinary Shares||16 August|
|Where applicable, definitive share certificates despatched by post in the week commencing*||19 August|
|Placing Programme and Additional NTMA Subscriptions||2019|
|Placing Programme opens||19 August 2019|
|Latest date for issuing Ordinary Shares and/or C Shares under the Placing Programme or pursuant to any Additional NTMA Subscription pursuant to the Prospectus||15 July 2020|
Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service.
All references to times in this document are to London times.
*Underlying Applicants who apply to Intermediaries for Ordinary Shares under the Intermediaries Offer will not receive share certificates.
Applications will be 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.
The Prospectus is available on the Company's website (www.gsenergystoragefund.com), subject to certain restrictions, for inspection at the Company's registered office at 7th Floor, 9 Berkeley Street, London W1J 8DW and at the National Storage Mechanism via www.morningstar.co.uk/uk/NSM.
For further information:
|Gore Street Capital Limited|
|Alex O'Cinneide||Tel: +44 (0) 20 3826 0290|
|Daniel Harris, Hugo Masefield (Corporate Advisory)||Tel: +44 (0) 20 7601 6128|
|Henry Willcocks, Fiona Conroy (Corporate Broking)|
|Charles Ryland / Steph Watson / Henry Wilson||Tel: +44 (0) 20 7466 5000|
|Email: [email protected]|
|JTC (UK) Limited||Tel: +44 (0) 20 7409 0181|
The Legal Entity Identifier of the Company is 213800GPUNVGG81G4O21.
Notes to Editors
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.
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 Cpaital 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.