Application for Admission of NTMA shares and Proposed Placing pursuant to the Placing Programme
10 October 2019
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 MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT 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 THE COMPANY ON 16 JULY 2019 (THE "PROSPECTUS") AND NOT IN RELIANCE ON THIS ANNOUNCEMENT. A COPY OF THE PROSPECTUS IS AVAILABLE FOR INSPECTION FROM THE COMPANY'S REGISTERED OFFICE AND ON ITS WEBSITE
UNLESS THE CONTEXT REQUIRES OTHERWISE, WORDS AND EXPRESSIONS DEFINED IN THE PROSPECTUS HAVE THE SAME MEANINGS WHEN USED IN THIS ANNOUNCEMENT.
Application for Admission
Gore Street is pleased to announce that further to the Company's announcement on 4 October 2019 in relation to the investment by the National Treasury Management Agency, as controller and manager of the Irish Strategic Investment Fund ("NTMA") pursuant to the subscription agreement with NTMA, an application for admission to the premium segment of the Official List has been made to the Financial Conduct Authority and to the London Stock Exchange for admission of 10,106,610 ordinary shares of 1 penny each at a price of 93.8 pence per share.
These shares will rank pari passu with the Company's existing Ordinary Shares in issue. It is expected that Admission will become effective on 11 October 2019. The completion of the acquisition of the two RI assets which, as announced 4 October, were successful in gaining two six-year fixed revenue contracts, will occur on 11 October 2019.
Following Admission, the Company's issued share capital will comprise 47,668,758 Ordinary Shares and this is the total number of Ordinary Shares with total voting rights in the Company. This figure 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.
The Proposed Placing
The Board is also proposing an issue of new Ordinary Shares at 93.8 pence per share (the "Placing Price"), by way of a non-pre-emptive placing pursuant to the Company's Placing Programme (the "Placing"). It is intended that the net proceeds of the Placing will be used to fund new investment opportunities from Gore Street's considerable pipeline of energy storage projects in the UK and internationally, in accordance with the Company's investment policy. The Placing Price represents:
- a premium of 0.2% to the last published NAV per Ordinary Share of 93.6 pence as at 30 June 2019; and
- a discount of 1.3% to the closing mid-market price per Ordinary Share of 95.0 pence as at 9 October 2019.
The Placing, and an investor's participation in it, is subject to the terms and conditions of the Placing set out in part 9 of the Prospectus and the Placing and Offer Agreement, details of which are set out in Paragraph 7.1 of Part 12 of the Prospectus. Copies of the Prospectus may, subject to any applicable law, be obtained from the Company's registered office, on the Company's website (www.gsenergystoragefund.com) or via the National Storage Mechanism (www.morningstar.co.uk/uk/NSM). The Placing will take place through the Company's broker, Shore Capital and is open with immediate effect following this announcement. Investors are invited to apply for new Ordinary Shares pursuant to the Placing by contacting Shore Capital.
Applications will be made to the FCA for admission of the new Ordinary Shares to the Premium Listing segment of the Official List and to the London Stock Exchange for admission to trading on the main market for listed securities (''Admission''). It is expected that Admission will become effective and that unconditional dealings in the new Ordinary Shares will commence at 8.00 a.m. (BST) on 22 October 2019.
The new Ordinary Shares will, when issued, rank pari passu with the existing Ordinary Shares. The Company pays dividends on a quarterly basis and the new shares will be eligible for any dividend in respect of the period from 1 July to 30 September 2019, expected to be announced in due course.
The Company paid an aggregate dividend of 4.0 pence per Ordinary Share from First Admission to 31 March 2019. The interim dividend of 2.0 pence per Ordinary Share for the period 1 April 2019 to 30 June 2019 will be paid on or around 18 October 2019 to Shareholders on the register on 20 September 2019. The Company is targeting an annual dividend of 7.0 per cent. of Net Asset Value per Ordinary Share in each financial year subject to a minimum target of 7.0 pence per Ordinary Share commencing from the current financial year ending 31 March 2020.
|Placing opens||Thursday 10 October 2019|
|Latest time for receipt of Placing commitments||3.00 p.m. on Wednesday, 16 October 2019|
|Result of Placing announced||7.00 a.m. Thursday, 17 October 2019|
|Admission becomes effective and dealings in new Ordinary Shares on London Stock Exchange's main market for listed securities commence||8.00 a.m. on Tuesday, 22 October 2019|
The Legal Entity Identifier of the Company is 213800GPUNVGG81G4O21.
*The dates and times specified above are references to BST and are subject to change, in which event details of the new times and dates will be notified, as required, through an RIS.
 The target dividend is a target only and not a profit forecast. There can be no assurance that the target will be achieved, and it should not be taken as indication of the Company's expected or actual future results.
For further information:
|Gore Street Capital Limited|
|Alex O'Cinneide||Tel: +44 (0) 20 3826 0290|
|Anita Ghanekar / 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, 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.
Important Notices and Disclaimers
Members of the public are not eligible to take part in the Placing. This announcement and the terms and conditions referred to herein are directed in the United Kingdom only at persons selected by Shore Capital who are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO") or "high net worth companies, unincorporated associations etc" falling within Article 49(2) of the FPO, or persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement and the terms and conditions referred to herein must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons in the United Kingdom who are Relevant Persons.
The new Ordinary Shares that are the subject of the Placing are not being offered or sold to any person in the European Union, other than to "qualified investors" as defined in the Prospectus Regulation. All offers of new Ordinary Shares will be made pursuant to the Prospectus. In the United Kingdom, this announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply. This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) 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, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.
The material set forth herein is not intended, and should not be construed, as an offer of securities for sale or subscription in the United States or any other jurisdiction. Any purchase of Ordinary Shares should be made solely on the basis of the information contained in the Prospectus. This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Company will not be registered under the US Investment Company Act of 1940, as amended. In addition, the Ordinary Shares referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under the securities laws of any state of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable State securities laws. The offer and sale of Ordinary Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no offer of the Ordinary Shares in the United States, Australia, Canada, South Africa or Japan.
Shore Capital and Corporate Limited ("Shore Capital") is authorised and regulated in the United Kingdom by the FCA and acting only for the Company in connection with the Placing, the Placing Programme and Admission. Persons receiving this announcement should note that Shore Capital will not be responsible to anyone other than the Company for providing the protections afforded to customers of Shore Capital, or for advising any other person on the matters described in this announcement.
The information contained in this announcement is given at the date of its publication (unless otherwise indicated), is for background purposes only and does not purport to be full or complete. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Company, the Adviser or Shore Capital or by any of their respective affiliates partners, directors, officers, employees, advisers or agents as to, or in relation to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, whether written, oral or in a visual or electronic form and howsoever transmitted or made available, or any loss howsoever arising from any use of this announcement or its contents or otherwise in connection with it.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to 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. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this announcement is subject to change without notice and none of the Company, the Adviser or Shore Capital assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained in this announcement.
The value of investments may go down as well as up, and all of the value of an investor's investment in the Company will be at risk. Past performance is not a guide to future performance and the information in this announcement or any documents relating to the Placing (including, without limitation, the Prospectus) cannot be relied upon as a guide to future performance. Any persons needing advice should contact a professional adviser.
Accessing this announcement in certain jurisdictions may be restricted by law. Persons accessing this announcement must satisfy themselves that it is lawful to do so under any applicable securities laws of the jurisdiction in which they access this announcement. The Company assumes no responsibility in the event there is a violation by any person of any such restrictions.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary 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 MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary 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 Placing Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Shore Capital will only procure investors 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 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 Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.