Publication of Prospectus and Circular
16 July 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.
This announcement is an advertisement for the purposes of the Prospectus 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 today by Gore Street Energy Storage Fund plc (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 (www.gsenergystoragefund.com). 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.
Further to the announcement made by the Company on 5 June 2019, the Board of Directors ("the "Board" or "Directors") of Gore Street Energy Storage Fund plc is pleased to announce the publication of the Prospectus in connection with the proposed issue of new ordinary shares ("Ordinary Shares") in the Company by way of an Initial Placing, Offer for Subscription and Intermediaries Offer (the "Initial Issue") at an Issue Price of 91.0 pence per Ordinary Share. The Prospectus also contains details of the Company's placing programme of new Ordinary Shares and/or C Shares (the "Placing Programme") and additional NTMA subscriptions of up to 40 million ordinary shares ("Additional NTMA Subscriptions"). The NTMA is the National Treasury Management Agency, controller and manager of the Ireland Strategic Investment Fund.
The Company will also shortly post a circular incorporating a notice of General Meeting to be held on 14 August 2019 at 11:30am at The Michelin House, 81 Fulham Road, London SW3 6RD (the "Circular"). The purpose of the General Meeting is, inter alia, to seek shareholder approval for certain matters necessary to implement the Initial Issue, Placing Programme and Additional NTMA Subscriptions.
- Initial Issue of up to 54,945,000 new Ordinary Shares pursuant to an Initial Placing, Offer for Subscription and Intermediaries Offer, targeting gross proceeds of up to approximately £50 million. The Directors have reserved the right, in conjunction with Shore Capital, to increase the size of the Initial Issue to a maximum of 109,890,000 Ordinary Shares if overall demand exceeds 54,945,000 Ordinary Shares, with any such increase being announced through a Regulatory Information Service
- The Issue Price is 91.0 pence per new Ordinary Share. The Company's audited Net Asset Value per Ordinary Share as at 31 March 2019 announced on 5 June 2019 was 91.9 pence per Ordinary Share and included the dividend of 1 penny per Ordinary Share paid on 5 July 2019
- The results of the Initial Placing and Offer for Subscription are expected to be announced on 1 August 2019
- The Initial Issue forms part of a 12 month Placing Programme of up to 100 million new Ordinary and/or C shares, details of which were announced on 5 June 2019 and further set out in the Prospectus
- As announced on 5 June 2019, NTMA has agreed, conditional, inter alia, on the Company raising a minimum of £15 million in the Initial Issue (excluding the Initial NTMA Subscription of £5 million) to invest up to £30 million in the Company, comprising the £5 million Initial NTMA Subscription as part of the Initial Issue and up to a further £25 million pursuant to Additional NTMA Subscriptions when the Adviser sources an Eligible Project
Overview of the Initial Issue
The Company is targeting an issue of up to approximately £50 million (gross) or approximately £49.0 million (net of expenses) through the issue of up to 54,945,000 new Ordinary Shares pursuant to the Initial Issue at the Issue Price of 91.0 pence per new Ordinary Share. The Directors intend to use the net proceeds of the Initial Issue to fund investments in accordance with the Company's investment policy and objective, as more fully set out in the Prospectus and Circular. The new Ordinary Shares will, following Admission, rank pari passu in all respects with the existing Ordinary Shares.
The Initial Issue is not being underwritten.
Shore Capital has agreed to use its reasonable endeavours to procure subscribers pursuant to the Initial Placing for the Ordinary Shares on the terms and subject to the conditions set out in the Placing and Offer Agreement.
The terms and conditions which shall apply to any subscription for Ordinary Shares procured by Shore Capital are set out in Part 9 of the Prospectus.
The Offer for Subscription
Applications under the Offer for Subscription must be for Ordinary Shares at the Issue Price being 91.0 pence per Ordinary Share. The aggregate subscription price is payable in full on application. Individual applications must be for a minimum of 1,000 Ordinary Shares and applications in excess of that number should be made in multiples of 100, although the Board may accept applications below the minimum numbers stated above in their absolute discretion. Multiple subscriptions under the Offer for Subscription by individual investors will not be accepted.
The Intermediaries Offer
Investors may also subscribe for Ordinary Shares at the Issue Price of 91.0 pence per Ordinary Share pursuant to the Intermediaries Offer which is expected to open on 1 August 2019 following publication of the results of the Initial Placing and Offer for Subscription. Further details of the Intermediaries Offer will be provided at that time.
The Initial Issue is conditional, inter alia, on:
- (i) the passing of the Initial Issue Resolutions;
- (ii) the Placing and Offer Agreement becoming wholly unconditional in respect of the Initial Issue (save as to Initial Admission) and not having been terminated in accordance with its terms prior to Initial Admission; and
- (iii) Initial Admission occurring by 8.00 a.m. on 16 August 2019 (or such later date, not being later than 16 September 2019, as the Company and Shore Capital may agree).
If the Initial Issue does not proceed, application monies received will be returned to applicants without interest within 14 days at the applicants' risk.
Related Party Transactions
As at the date of this announcement, NEC Energy Solutions Inc. ("NEC ES") and Nippon Koei Co., Ltd. ("NK") are related parties of the Company (together the "Related Parties").
The Related Parties are deemed to be related parties of the Company for the purposes of the Listing Rules by virtue of their current holdings in the Company's issued share capital, being approximately 26.14 per cent. in the case of NEC ES and 19.6 per cent. in the case of NK as at the date of this announcement. The Company, in consultation with Shore Capital, has agreed that it would be desirable to have the ability to issue Ordinary Shares and/or C Shares to the Related Parties under the Initial Issue and/or any Subsequent Placing. NEC ES has agreed to invest £1 million pursuant to the Initial Issue. Accordingly, the Directors are proposing Resolutions at the General Meeting, the effect of which is to permit the Company to issue Ordinary Shares and/or C Shares, pursuant to the Issues, to the Related Parties.
In addition, although NTMA is not currently a related party of the Company under the Listing Rules, it is currently expected that it may in future become a related party of the Company by virtue of the size of its holding of Ordinary Shares acquired pursuant to the Initial Issue, any Additional NTMA Subscription or otherwise. Accordingly, the Directors are proposing a resolution at the General Meeting to approve the arrangements contemplated by the Subscription Agreement, further details of which were set out in the announcement by the Company on 5 June 2019 and in the Circular and the Prospectus.
|Initial Issue 2019||2019|
|Publication of Prospectus||16 July 2019|
|Initial Placing and Offer for Subscription opens||16 July 2019|
|Latest time and date for commitments under the Initial Placing||12.00 p.m. on 31 July 2019|
|Latest time and date for receipt of completed Application Forms in respect of the Offer for Subscription||1.00 p.m. on 31 July 2019|
|Publication of results of the Initial Placing andOffer for Subscription||1 August 2019|
|Intermediaries Offer opens||1 August 2019|
|Latest time and date for receipt of completed applications from the Intermediaries in respect of the Intermediaries Offer||3.00 pm on 13 August 2019|
|Publication of results of the Intermediaries Offer||14 August 2019|
|Annual General Meeting||14 August 2019|
|General Meeting||14 August 2019|
|Initial Admission and dealings in Ordinary Shares commence||8.00 a.m. on 16 August 2019|
|CREST accounts credited with uncertificated Ordinary Shares||16 August 2019|
|Where applicable, definitive share certificates despatched by post in the week commencing*||19 August 2019|
|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.
**The Directors are seeking authority at the General Meeting to issue new Ordinary Shares on a non-pre-emptive basis pursuant to any Additional NTMA Subscriptions for a period of 5 years from the date of the passing of the relevant resolutions, further details of which are set out in the Prospectus.
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.
Terms not otherwise defined in this announcement have the meanings given to them in the Prospectus.
For further information:
|Gore Street Capital
|+44 (0) 20 3826 0290|
Daniel Harris / Hugo Masefield (Corporate Advisory)
Henry Willcocks, Fiona Conroy (Corporate Broking)
|Tel: +44 (0) 20 7601 6128|
Charles Ryland / Steph Watson / Henry Wilson
|+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.
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 and the C Shares have been subject to a product approval process, which has determined that the Ordinary Shares and the C 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 and/or the C Shares may decline and investors could lose all or part of their investment; the Ordinary Shares and the C Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares and/or the C 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 Initial Issue and/or 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 and/or the C Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and/or the C Shares and determining appropriate distribution channels.