Fundraising update and Extension of Timetable
31 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.
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, today announces an update in relation to the Initial Issue and a very short extension to the fundraising timetable as set out in its announcement on 16 July 2019.
The Company is in discussions and due diligence with a number of existing and new institutional investors in relation to the Initial Placing. Although these discussions are progressing well, the Company does not expect that it will receive commitments of £15 million at this time, that the National Treasury Management Agency ("NTMA")1 had previously set as a condition to the Initial NTMA Subscription. The Company is pleased to confirm that NTMA waived this condition and will invest an amount equal to one third of the gross proceeds of the Initial Placing and Offer for Subscription (excluding any amount invested by them), with no minimum2. NTMA remains committed to invest the £25 million Additional NTMA Subscription pursuant to the terms of the NTMA Subscription Agreement.
Accordingly, the Company announces a very short extension of the timetable for the Initial Issue so it can conclude its discussions with investors with a view to completing the Initial Placing and the Offer for Subscription forthwith. Details of the extended timetable are set out below.
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.
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
2 provided that at least 60 per cent. of the gross proceeds from the Initial Placing and Offer for Subscription are raised from investors that are not public authorities, public bodies or public undertakings as referenced in the Prospectus.
|Initial Issue 2019|
|Latest time and date for commitments under the Initial Placing||12.00 p.m. on 1 August|
|Latest time and date for receipt of completed Application Forms in respect of the Offer for Subscription||1.00 p.m. on 1 August|
|Publication of results of the Initial Placing and Offer for Subscription||5 August|
|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|
|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.
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.