Proposed Placing and Intermediaries Offer
30 November 2020
Gore Street, London's first listed energy storage fund supporting the transition to low carbon power, is pleased to announce that further to the announcement on 18 November 2020, the Company is proposing to issue up to 60 million new Ordinary Shares by way of an Initial Placing, Offer for Subscription and Intermediaries Offer (the "Initial Issue"). Following the Initial Issue, the Directors intend to implement a programme of subsequent issues of up to 250 million Ordinary Shares (less the number of Ordinary Shares issued pursuant to the Initial Issue) to raise capital for further investment (each a "Subsequent Issue"). The Company will issue new ordinary shares pursuant to the Initial Issue at an issue price of 100.0 pence per Ordinary Share (the "Issue Price").
- The Issue Price represents a discount of approximately 7.8 % to the closing middle market share price of 108.5 pence per share on 27 November 2020 and a premium of approximately 3.6 % to the last reported NAV of 96.2 pence as at 30 June 2020.
- 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 and represent a current annual dividend yield of 7.0 % at the Issue Price.
- Investors in the Initial Issue will be entitled to receive the next quarterly dividend for the period to 30 September 2020, which is expected to be declared around mid-December 2020.
- The net proceeds of the Initial Issue and any Subsequent Issue will be used to acquire new projects in the Company's pipeline or to fund capital expenditure requirements of investments in the Group's existing portfolio. The Investment Manager has identified a pipeline of investments with a total project size of approximately 1.3GW.
Shore Capital Stockbrokers Limited and J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) have been appointed as joint bookrunners in respect of the Initial Placing.
The Initial Issue and any Subsequent Issue will be conducted in accordance with the terms and conditions to be set out in the Prospectus, which is expected to be published shortly by the Company following its approval by the Financial Conduct Authority.
Any capitalised terms used but not otherwise defined in this announcement have the meaning set out in the Prospectus.
Both the Initial Issue and any Subsequent Issue are conditional on, amongst other things, the approval of the Company's shareholders ("Shareholders") at a general meeting to be held on 7 December 2020 (the "General Meeting"), the details of which were set out in the circular published by the Company on 18 November 2020.
Alex O'Cinneide, CEO of Gore Street Capital Limited, the Company's investment manager, commented:
"We are delighted to announce today's placing and offer for subscription to take advantage of opportunities in the compelling near term pipeline of approximately 1.3GW that is currently available to the Company. Gore Street has delivered a source of high income uncorrelated to power prices and generated from a critical infrastructure service with a rapidly growing unmet market need.
With our strong focus on the cost of acquisition and the active management of our portfolio, we have grown the fund to one of the largest energy storage portfolios available to the financial investor at 320MW. That has been achieved whilst maintaining a strong discipline in balance sheet efficiency, with a consistent meeting of our dividend target. We continue to leverage this expertise whilst executing against our significant pipeline for the benefit of new and existing Shareholders."
Initial Issue opens
Latest time and date for commitments under the Initial Placing
5.00 p.m. on 11 December
Latest time and date for receipt of completed applications from the Intermediaries in respect of the Intermediaries Offer
12.00 p.m. on 14 December
Latest time and date for receipt of completed Application Forms in respect of the Offer for Subscription
1.00 p.m. on 14 December
Publication of results of the Initial Issue
Initial Admission and dealings in Ordinary Shares commence
8.00 a.m. on 17 December
CREST accounts credited with uncertificated Ordinary Shares
Where applicable, definitive share certificates despatched by post in the week commencing
Programme of Subsequent Placings and Direct Subscriptions opens
Latest date for issuing Ordinary Shares under a Subsequent Placing, Direct Subscription or as Consideration Shares pursuant to the Prospectus
10:30 a.m. on 7 December
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.
For further information:
Gore Street Capital Limited
Alex O'Cinneide / Paula Travesso
Tel: +44 (0) 20 3826 0290
Shore Capital (Sponsor and Joint Bookrunner)
Anita Ghanekar / Darren Vickers / Hugo Masefield (Corporate Advisory)
Tel: +44 (0) 20 7408 4090
Henry Willcocks / Fiona Conroy (Corporate Broking)
J.P. Morgan Cazenove (Joint Bookrunner)
William Simmonds / Edward Gibson-Watt / Jérémie Birnbaum (Corporate Finance)
Buchanan (Media Enquiries)
Charles Ryland / Henry Wilson / George Beale
Tel: +44 (0) 20 7466 5000
Email: [email protected]
JTC (UK) Limited, Company Secretary
Tel: +44 (0) 20 7409 0181
Background to the Issue
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. Investors in the Initial Issue will be entitled to receive the next quarterly dividend for the period to 30 September 2020.
Gore Street Capital Limited (the "Investment Manager") was one of the first to deploy privately owned grid scale battery projects in Great Britain. Since 2015 the Investment Manager has developed relationships with a number of developers, EPC contractors, O&M contractors and battery manufacturers. The Investment Manager's Investment Committee has extensive experience investing in the renewables sector and is led by Alex O'Cinneide and Sumi Arima, with support from Frank Wouters in an advisory capacity.
The National Treasury Management Agency ("NTMA") (as controller and manager of the Ireland Strategic Investment Fund) has committed an aggregate investment of up to £26.5 million in the Company to invest in Eligible Projects pursuant to a subscription agreement entered into between the Company and NTMA dated 4 June 2019 (the "Subscription Agreement"). To date, NTMA has invested approximately £11 million in the Company.
In July 2020, Eneos Corporation (formerly known as JXTG Nippon Oil & Energy Corporation) ("Eneos") subscribed for 3,000,000 new Ordinary Shares in the Company. Eneos is the largest petroleum company in Japan, established in 1888.
Nippon Koei has been a major Shareholder in the Company since First Admission.
At the date of this announcement, the Company has a portfolio of 14 projects with a total capacity of 320MW. Of these, 9 projects (with a combined capacity of 110MW) are operational and earning income. Furthermore, through its own network, and relationships with strategic investors and partners, the Investment Manager has access to a pipeline of proposed investments which the Investment Manager will screen and prioritise based on defined criteria. The Investment Manager has a pipeline of several potential projects equating to approximately 1.3GW of capacity, including the option to acquire the Residual Projects.
Energy storage is a market which is undergoing continued and transformative growth in the UK and globally. The fundamental growth driver is the steady increase in intermittent renewable energy capacity combined with a need for grid stability and electricity price stability. Storage projects are well positioned to address these issues. As a result, energy storage is a key part of government energy policy, helping to deliver the low-carbon electricity sector that is the stated goal of the UK, the EU and many other countries. The growth in energy storage assets is therefore anticipated to increase in these markets as the levers that drive their growth further develop. The Board, having been advised by the Investment Manager, considers that the Company remains ideally positioned to capitalise on this anticipated increase in demand for energy storage assets.
Lithium-ion battery prices have declined by approximately 87 per cent. since 2010, allowing the technology to be a viable part of the grid scale energy mix. Further, there has been a significant increase in the contribution of wind and solar energy sources to total UK power generation, representing 28.2 per cent. of total energy generated in Q2 2020 and expected to grow to meet the UK Government's target of net zero emissions by 2050. This increase of wind and solar renewable energy, which are intermittent sources of electricity, together with the closure of coal and nuclear power plants, is expected to create difficulties in balancing demand/supply of electricity in the system which creates tight capacity margins and which could, therefore, lead to blackout risks during peak demand. The Investment Manager expects that energy storage will increasingly be required to play an important role in managing critical balancing and frequency management services to stabilise the system and provide flexibility to the electricity market. Therefore, Shareholders will have early exposure to what the Investment Manager believes will be an important theme in energy investment over the coming years.
The Initial Issue
The Company is targeting a raise of up to approximately £60 million, before expenses, through the Initial Placing, Offer for Subscription and Intermediaries Offer of up to 60 million Ordinary Shares at a price of 100.0 pence per Ordinary Share (the "Issue Price").
The Issue Price represents a discount of approximately 7.8 % to the closing share price of 108.5 pence on 27 November 2020 and a premium of approximately 3.6 % to the last reported NAV of 96.2 pence as at 30 June 2020, which the Investment Manager currently believes is not materially different from what is expected for the next NAV update to 30 September 2020.
The Initial Issue is not being made on a pre-emptive basis and existing Shareholders may participate in the Initial Issue on the same terms as any other third-party investor.
Use of Proceeds
The net proceeds of the Initial Issue and any Subsequent Issue will be used to acquire new projects in the Company's pipeline or to fund capital expenditure requirements of investments in the Group's existing portfolio.
Each of Shore Capital and J.P. Morgan Cazenove (the "Joint Bookrunners") has agreed to use its respective reasonable endeavours to procure subscribers for Ordinary Shares pursuant to the Initial Placing 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 the Joint Bookrunners are set out in Part 9 of the Prospectus.
The Initial Placing will close at 5.00 p.m. on 11 December 2020 (or such later date, not being later than 31 January 2021, as the Company, Shore Capital and J.P. Morgan Cazenove may agree).
Offer for Subscription
The Directors are also proposing to offer Ordinary Shares under the Offer for Subscription, subject to the terms and conditions of the Offer for Subscription set out in Part 10 of the Prospectus. These terms and conditions and the Application Form attached as Appendix 1 to the Prospectus should be read carefully before an application is made. The Offer for Subscription will close at 1.00 p.m. on 14 December 2020.
Investors may also subscribe for Ordinary Shares 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. No Ordinary Shares allocated under the Intermediaries Offer will be registered in the name of any person whose registered address is outside the United Kingdom.
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 17 December 2020 (or such later date, not being later than 31 January 2021, as the Company, Shore Capital and J.P. Morgan Cazenove may agree).
In the event that commitments received under the Initial Issue exceed the maximum number of Ordinary Shares available, applications under the Initial Placing, Offer for Subscription and the Intermediaries Offer will be scaled back at the Joint Bookrunners' discretion (in consultation with the Company and the Investment Manager).
Applications will be made to the FCA for all of the Ordinary Shares to be issued pursuant to the Issues to be admitted to the premium segment of the Official List and to the London Stock Exchange for such Ordinary Shares to be admitted to trading on the London Stock Exchange's main market. It is expected that Initial Admission will become effective and dealings in the Ordinary Shares will commence at 8.00 a.m. on 17 December 2020.
Following the Initial Issue, the Directors intend to implement the Placing Programme to raise capital for further investment. In addition, the Company may seek to raise capital through direct subscriptions from investors for new Ordinary Shares, including pursuant to NTMA Subscriptions. The Company may also issue new Ordinary Shares in consideration (in whole or part) for the acquisition of any investment that falls within the Company's investment policy.
The Directors are seeking authority at the General Meeting to issue up to 250 million Ordinary Shares in aggregate (less the number of Ordinary Shares issued under the Initial Issue), pursuant to any Subsequent Issues, without having to first offer those Ordinary Shares to existing Shareholders. The Directors already have authority remaining to issue up to 29.9 million Ordinary Shares to NTMA pursuant to the Subscription Agreement.
The Subsequent Issue Price will be determined by the Company and will be not less than the prevailing Net Asset Value per Ordinary Share at the time of issue plus a premium to cover the expenses of such issue. In determining the Subsequent Issue Price, the Directors will take into consideration, inter alia, the prevailing market conditions at that time, including the prevailing share price per Ordinary Share.
The Subsequent Issue Price will be announced through a Regulatory Information Service as soon as is practicable in conjunction with each Subsequent Issue.
A copy of the Prospectus, when published, will be submitted to the National Storage Mechanism and will shortly thereafter be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism as well as on the Company's website at https://www.gsenergystoragefund.com/. Full details of the Terms and Conditions of the Initial Placing, the Intermediaries Offer and the Offer for Subscription will be made available in the Prospectus.
The Company's LEI is 213800GPUNVGG81G4O21
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 is an advertisement and does not constitute a prospectus relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to subscribe for, any shares in the Company 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 or act as any inducement to enter into, any contract therefor.
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, the United States or any member state of the EEA (other than, prior to the expiry of the Implementation Period, the Republic of Ireland). The new Ordinary 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, when published, should not be distributed, forwarded to or transmitted in any of Australia, Canada, the Republic of South Africa, Japan, the United States or any member state of the EEA (other than, prior to the expiry of the Implementation Period, the Republic of Ireland) .
The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.
This announcement may not be used in making any investment decision in isolation. This announcement on its own does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This announcement does not constitute a recommendation concerning the Initial Issue, the Placing Programme or any Subsequent Issue. 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. No reliance may be placed for any purposes whatsoever on this announcement or its completeness.
The information and opinions contained in this announcement are provided as at the date of the announcement and are subject to change without notice and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, the Investment Manager, Shore Capital, J.P. Morgan Cazenove or any of their affiliates or by any of their respective officers, employees or agents to update or revise publicly any of the statements contained herein. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.
Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. Any data on past performance contained herein is no indication as to future performance and there can be no assurance that any targeted or projected returns will be achieved or that the Company will be able to implement its investment strategy or achieve its investment objectives. Any target returns published by the Company are targets only. There is no guarantee that any such returns can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the target returns of the Company.
The information in this announcement may include forward-looking statements, which are based on the current expectations, intentions and projections about future events and trends or other matters that are not historical facts and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereof) or other variations thereof or comparable terminology. These forward-looking statements, as well as those included in any related materials, are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions about the Company and other factors, including, among other things, the development of its business, trends in its industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur and actual results may 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.
Each of Shore Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the FCA, 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. Neither Shore Capital nor J.P. Morgan Cazenove will 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 or J.P. Morgan Cazenove by the FSMA or the regulatory regime established thereunder, neither Shore Capital nor J.P. Morgan Cazenove makes 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 Initial Issue, the Placing Programme or any Admission. Each of Shore Capital and J.P. Morgan Cazenove 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.
No representation or warranty is given to the achievement or reasonableness of future projections, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement. The information contained in this announcement will not be updated.
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 Initial Issue and/or the Placing Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Shore Capital and/or J.P. Morgan Cazenove 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.
PRIIPS (as defined below)
ln accordance with the Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products ("PRIIPs") and its implementing and delegated acts (the "PRIIPs Regulation"), the Company has prepared a key information document (the "KID") in respect of the Ordinary Shares. The KID is made available to "retail investors" prior to them making an investment decision in respect of the Ordinary Shares.
If you are distributing Ordinary Shares, it is your responsibility to ensure that the KID is provided to any clients that are "retail clients".
The Company is the only manufacturer of the ordinary shares for the purposes of the PRIIPs Regulation and none of Shore Capital or J.P. Morgan Cazenove is a manufacturer for these purposes. None of Shore Capital or J.P. Morgan Cazenove makes any representations, express or implied, or accepts any responsibility whatsoever for the contents of the KID prepared by the Company nor accepts any responsibility to update the contents of the KID in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide the KID to future distributors of Ordinary Shares. Each of Shore Capital and J.P. Morgan Cazenove and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the key information documents prepared by the Company. Investors should note that the procedure for calculating the risks, costs and potential returns in the KID are prescribed by laws. The figures in the KID may not reflect actual returns for the Company and anticipated performance returns cannot be guaranteed.