Proposed Placing and Dividend Declaration
19 June 2020
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, SUBJECT TO ANY APPLICABLE RESTRICTIONS, FROM THE COMPANY'S REGISTERED OFFICE AND ON ITS WEBSITE (WWW.GSENERGYSTORAGEFUND.COM).
UNLESS THE CONTEXT REQUIRES OTHERWISE, WORDS AND EXPRESSIONS DEFINED IN THE PROSPECTUS HAVE THE SAME MEANINGS WHEN USED IN THIS ANNOUNCEMENT.
Investment by Strategic Investor via a direct Subscription
Gore Street, London's first listed energy storage fund supporting the transition to low carbon power, today announces that JXTG Nippon Oil & Energy Corporation ("JXTG") has subscribed for £2,883,000 (before expenses) of Gore Street's shares in a direct subscription (the "Subscription"). JXTG is a subsidiary of JXTG Holdings Inc., one of Japan's largest energy companies. JXTG has subscribed for 3,000,000 new Ordinary Shares of 1p each (the "Subscription Shares") at a price of 96.1p per Subscription Share. The issue price represents the last published Net Asset Value per Ordinary Share of the Company as at 31 December 2019.
JXTG's investment in Gore Street is a key part of JXTG's long-term strategy to diversify from oil and broaden its range of power sources to reduce the carbon footprint from its electricity business.
Pipeline and EPC Update
After announcing exclusivity on a 140MW GB storage pipeline on 28 February 2020, the Company expects to update the market on a further 50MW acquisition in Scotland shortly. Additionally, the Company has secured exclusivity on a new 20MW asset near London which is also undergoing due diligence with a view to acquisition in the near term. The Company has an additional 900MW in exclusivity and/or pipeline.
Separately, the Company notes the recent press commentary on NEC Energy Solutions Inc ("NEC"), that it intends to 'wind down operations'. Gore Street confirms that this is not expected to have any impact on the Company's established operations or development projects. The Company understands that NEC will 'complete its existing operations' and remains 'committed to finishing projects under development'. NEC's obligations to existing projects are understood to last until 2030 and operational projects remain secured with a parental guarantee. NEC has also confirmed to the Adviser that they have no intention to sell their holding in Gore Street, and, if that changed, being a substantial international group they would only do so in an orderly fashion to ensure that they realised full value for their investment.
Over recent years, the number of possible Engineering, Procurement and Construction ("EPC") contractors that the Company can engage with for each project has increased substantially, driving down project costs significantly to Gore Street's advantage and following a similar pattern that the Adviser saw in the emerging solar and wind markets. In 2016 there were only three possible EPC partners available to the Company and there are now approximately fifteen.
The Board has today declared an interim dividend of 1.0 penny per Ordinary Share for the period from 1 January 2020 to 31 March 2020. In accordance with the dividend target for the year, the Company has announced a total dividend of 7.0 pence per share for the period of 1 April 2019 to 31 March 2020.
The dividend will be paid on or around 23 July 2020 to Shareholders on the register on 10 July 2020. The ex-dividend date will be 9 July 2020.
Proposed Placing under the Company's Placing Programme
The Board is pleased to announce that it is proposing an issue of new Ordinary Shares at a price of 96.1 pence per share (the "Issue Price"), by way of a non-pre-emptive placing pursuant to the Company's Placing Programme (the "Placing"). There remains up to 78 million new Ordinary Shares available for issuance pursuant to the Placing Programme. Proceeds from the capital raise will be deployed towards both the Company's significant development pipeline and highly attractive near-term potential acquisitions. The new Ordinary Shares will, when issued, rank pari passu with the existing Ordinary Shares and will be eligible for the dividend in respect of the period from 1 January to 31 March 2020.
Details of the Placing
A placing price of 96.1 pence per Ordinary Share is the last published NAV per Ordinary Share as at 31 December 2019, which the Adviser believes is not materially different from what is expected for the next NAV update to 31 March 2020. As of 31 March 2019 the NAV was 91.9 pence per Ordinary Share96.1 pence per Ordinary Share represents a discount of 3.2% to the last 30-day volume weighted average price of 99.3 pence per Ordinary Share.
The Placing will take place through the Company's broker Shore Capital and co-placing agent Zeus Capital. The Placing is open with immediate effect following this announcement. Investors are invited to apply for new Ordinary Shares pursuant to the Placing ("Placing Shares") by contacting the Company's broker or the co-placing agent. The timing for the close of the Placing will be at the absolute discretion of the Company's broker and co-placing agent.
In addition to the Placing, there will be an offer of new Ordinary Shares on the PrimaryBid platform at the Issue Price for retail investors to participate (the "PrimaryBid Offer"). A separate announcement will be made by the Company shortly regarding the PrimaryBid Offer.
The Company is relying on an available exemption from the need to publish a prospectus approved by the Financial Conduct Authority in connection with the PrimaryBid Offer.
Friday 19 June 2020
Latest time for receipt of Placing commitments
3.00 p.m. on Thursday, 2 July 2020
Result of Placing announced
7.00 a.m.Friday, 3 July 2020
Admission becomes effective and dealings in the Placing Shares on the London Stock Exchange's main market for listed securities commence
8.00 a.m. on Wednesday, 8 July 2020
*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 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 or restrictions, 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).
Admission of the Subscription Shares and of the Placing Shares
Applications will be made to the FCA for admission of the Subscription Shares (issued pursuant to the Subscription) 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. It is expected that such admission will become effective and that unconditional dealings in the Subscription Shares will commence at 8.00 a.m. (BST) on 30 June 2020. The Subscription Shares will, when issued, rank pari passu with the existing Ordinary Shares.
Applications will also be made to the FCA for admission of the Placing Shares (issued pursuant to the Placing) 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. It is expected that such admission will become effective and that unconditional dealings in the Placing Shares will commence at 8.00 a.m. (BST) on 8 July 2020. The Placing Shares will, when issued, rank pari passu with the existing Ordinary Shares.
Alex O'Cinneide, CEO of Gore Street Capital, the Company's investment adviser, commented:
"Gore Street is delighted to partner with JXTG and to have been chosen as their energy storage investment partner. This investment provides the basis for what we expect to be a long-term collaboration between Gore Street and JXTG. With this investment we once again have validation from another significant strategic investor. JXTG recognised our position as a market leader, the only listed storage fund committed to carbon-free investing and containing one of the youngest and most capital efficient grouping of assets in our expanding international portfolio. JXTG is the largest oil company in Japan, is expanding its power business from traditional generation to more diversified generation, and Gore Street and JXTG will explore the possibility of working together on various fronts leveraging Gore Street's expertise on storage technology and JXTG's expertise in the energy business in Japan.
We are also pleased to announce the launch of a new placing against a significant pipeline of attractive projects. Our assets provide an essential service for energy security while delivering a 7% yield for investors and have proved to be highly defensive in volatile market conditions. Since IPO we have delivered on our commitment to investors in both dividends and portfolio and are excited by the growth opportunity in front of us."
The Legal Entity Identifier of the Company is 213800GPUNVGG81G4O21.
The person responsible for releasing this announcement is Susan Fadil.
For further information:
|Gore Street Capital Limited|
|Alex O'Cinneide||Tel: +44 (0) 20 3826 0290|
|Anita Ghanekar / Darren Vickers / Hugo Masefield (Corporate Advisory)
Henry Willcocks / Fiona Conroy (Corporate Broking)
|Tel: +44 (0) 20 7601 6128|
|Zeus Capital (Co-Placing Agent)|
| Daniel Harris / Rishi Majithia / Ben Burnett (Corporate Finance)
John Goold / Dominic King (Corporate Broking)
|Tel: +44 (0) 20 3829 5000|
|Charles Ryland / Henry Wilson / George Beale||Tel: +44 (0) 20 7466 5000|
|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.
The Company targets an annual dividend of 7.0% of NAV per Ordinary Share in each financial year, subject to a minimum target of 7.0 pence per Ordinary Share. Dividends are paid quarterly.
About JXTG Nippon Oil & Energy Corporation
JXTG Nippon Oil & Energy Corporation ("JXTG") is the largest petroleum company in Japan established in 1888. It is a subsidiary of JXTG Holdings, Inc., a listed company on the first section of Tokyo Stock Exchange in Japan. Its core business activities include refining and marketing of petroleum products; import and sale of gas and coal; manufacture and sale of petrochemical products; supply of electricity and hydrogen.
JXTG aims to be the most prominent and internationally competitive energy and materials company in Asia and to contribute to the development of a low-carbon recycling oriented society, creating value by transforming the current business structure.
Important Notes 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 or Zeus 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 pursuant to the Placing 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.
Each of Shore Capital and Corporate Limited ("Shore Capital") and Zeus Capital Limited ("Zeus 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 and Zeus Capital will not be responsible to anyone other than the Company for providing the protections afforded to customers of Shore Capital and Zeus 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, Shore Capital, Zeus 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, Shore Capital or Zeus 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 and Zeus 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.