Proposed Capital Reduction & Posting of Circular and Notice of General Meeting
04 August 2021
Gore Street Energy Storage Fund plc ("Gore Street" or the "Company"), London's first listed energy storage fund supporting the transition to low carbon power, announces that further to the disclosure in the Company's recent annual results announcement regarding a proposed capital reduction, it is today posting a circular (the "Circular") to Shareholders, incorporating a notice of General Meeting.
The process comprises the reduction of the amount standing to the credit of the Company's share premium account by £40 million (the "Capital Reduction").
The Capital Reduction is conditional upon the passing of the Resolution set out in the notice of General Meeting as well as Court approval being obtained. The notice of General Meeting is set out at the end of the Circular, which convenes the General Meeting for 10.30 a.m. on Monday, 6 September 2021.
Shareholders should note that the General Meeting is being held as a combined on-line and physical meeting (known as a "hybrid meeting") at JTC's Offices, The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF and virtually at meetnow.global/MK57N6K as it is anticipated that all COVID-19 pandemic meeting restrictions will continue to have been lifted.
However, Shareholders are encouraged to vote in advance and to appoint the Chairman of the General Meeting as their proxy and/or to attend the meeting electronically. The resolution will be taken on a poll. Further information is set out in the Circular. The Board will continue to monitor the UK Government's advice and urges all Shareholders to comply with any restrictions in place at the time of the General Meeting. If circumstances change and if social distancing measures or travel restrictions are in force before the General Meeting, the Company may consider amending the proposed format of the General Meeting. In such circumstances, the Company will notify Shareholders of such changes as soon as possible via RIS and its website www.gsenergystoragefund.com
REASONS FOR CAPITAL REDUCTION
On 25 May 2018, the Company completed its first issue of 30,600,000 Ordinary Shares. As a consequence of this first issue, there was standing to the credit of the share premium account of the Company the sum of £29,694,833. The Company applied to the Court for this sum to be cancelled in order to create a distributable reserve which the Company could apply in supporting the payment of dividends to Shareholders. That cancellation became effective on 14 August 2018.
Since then, the Company has issued a further 245,624,622 Ordinary Shares, raising total gross proceeds of £246,218,649, and the amount now standing to the credit of the Company's share premium account is £238,707,115. The Company has, since incorporation, paid aggregate dividends of £14,561,275 to its Shareholders and targets an annual dividend of 7 per cent. of Net Asset Value per Ordinary Share in each financial year subject to a minimum target of 7 pence per Ordinary Share.
The share premium account is a non-distributable reserve and the Company is therefore unable to use the amount standing to the credit of this account for the purpose of, among other things, making distributions to Shareholders. However, the Companies Act 2006 does permit the Company (subject to the approval of Shareholders and the consent of the Court) to cancel or reduce its share premium account and credit the resulting sum (less an amount equal to certain of the Company's liabilities as at that date) to the Company's distributable reserves.
By reducing the share premium account, the Company increases its flexibility to pay dividends, to facilitate any prospective buyback of shares or to provide flexibility for any other general corporate purposes. The Company is seeking to reduce the amount standing to the credit of its share premium account as at 4 August 2021, being £238,707,115, by £40 million, in order to benefit from this flexibility and primarily to create a surplus of distributable reserves to support the payment of future dividends to Shareholders. The Company does not intend to change its dividend policy following the proposed reduction of the share premium account and the creation of distributable reserves.
The reduction of the share premium account requires the passing of a special resolution at the General Meeting and subsequent approval of the Court. The Company intends to apply to the Court for approval of the capital reduction conditional on, and subsequent to, the passing of the special resolution at the General Meeting. The reduction will not be effective until the order of the Court confirming the reduction has been registered with the registrar of companies.
The Legal Entity Identifier of the Company is 213800GPUNVGG81G4O21.
For further information:
Gore Street Capital Limited
Alex O'Cinneide / Paula Travesso
Tel: +44 (0) 20 3826 0290
Shore Capital (Joint Corporate Broker)
Anita Ghanekar / Rose Ramsden (Corporate Advisory)
Henry Willcocks / Fiona Conroy (Corporate Broking)
Tel: +44 (0) 20 7408 4090
J. P. Morgan Cazenove (Joint Corporate Broker)
William Simmonds / Jérémie Birnbaum (Corporate Finance)
Tel: +44 (0) 20 7742 4000
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|
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.