Proposed Placing and Retail Offer
06 April 2021
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 UK'S MARKET ABUSE REGULATION. 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 30 NOVEMBER 2020 (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.
Gore Street, London's first energy storage fund supporting the transition to low carbon power, is pleased to announce that it is proposing an issue of new Ordinary Shares at a price of 102.0 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 190 million new Ordinary Shares available for issuance pursuant to the Placing Programme. The Placing constitutes a Subsequent Placing, as such is defined in the Prospectus.
- The Issue Price represents a discount of approximately 6.2% to the closing middle market share price of 108.7 pence per share on 1 April 2021 and a premium of approximately 2.4% to the last reported NAV of 99.6 pence as at 31 December 2020.
- The Placing will be managed and conducted by the Company's Joint Corporate Brokers and Joint Bookrunners Shore Capital and J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove).
- The Placing is open with immediate effect. Investors are invited to apply for new Ordinary Shares pursuant to the Placing ("Placing Shares") by contacting Shore Capital or J.P. Morgan Cazenove. In addition, retail investors have the opportunity to participate via PrimaryBid.
- Proceeds from the proposed capital raise will be deployed towards the Company's significant development pipeline of 1.3GW of attractive accretive opportunities and near-term potential completion of an acquisition of a 80MW project expected in the coming weeks. In addition, proceeds will be deployed in relation to accelerating development of the Company's existing portfolio, including the Republic of Ireland assets' expansion from 30MW to 90MW.
The £60 million equity raise completed in December 2020 has already been fully allocated across the existing portfolio assets with the majority being committed equally between the Northern Ireland assets and the Republic of Ireland assets, with the remainder on other development assets in the Company's portfolio.
In addition to the Placing, the Company intends to make an offer of new Ordinary Shares at the Issue Price available on the PrimaryBid platform, in which retail investors will be invited 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.
Latest time for receipt of Placing commitments
3.00 p.m. on 22 April
Result of Placing announced
7.00 a.m. on 23 April
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 27 April
*The dates and times specified above are references to London times and are subject to change, in which event vcxSdetails of the new times and dates will be notified, as required, through an RIS.
The Placing, and an investor's participation in it, are 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 6.1 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 ( https://data.fca.org.uk/#/nsm/nationalstoragemechanism ).
Applications will be made to the FCA for admission of the Placing Shares to the premium listing segment of the Official List and to the London Stock Exchange for admission to trading of the Placing Shares on the main market for listed securities ("Admission"). It is expected that Admission will become effective and that unconditional dealings in the Placing Shares will commence at 8.00 a.m. (BST) on 27 April 2021. The Placing Shares will, when issued, rank pari passu with the existing Ordinary Shares, save for any dividends or other distributions declared, made or paid on the existing Ordinary Shares by reference to a record date prior to the allotment of the Placing Shares.
Alex O'Cinneide, CEO of Gore Street Capital, the Company's investment manager commented:
"I am delighted to announce this placing and retail offer to progress our ambitious growth plans. This follows the rapid and successful full deployment of the £60 million raised last December. This Subsequent Placing under the Placing Programme has been launched at a critical time for the development of the energy storage asset class, with increasing international regulatory support most recently with the new Dynamic Containment revenue stream that the Company is capitalising on for its operational GB portfolio.
Gore Street Capital is strongly positioned to take advantage of a major pipeline of 1.3GW of attractive accretive opportunities. We look forward to leveraging our experience and proven capital discipline to find the best opportunities to generate further shareholder value."
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 and Joint Bookrunner)
Anita Ghanekar / Hugo Masefield (Corporate Advisory)
Henry Willcocks / Fiona Conroy (Corporate Broking)
Tel: +44 (0) 20 7601 6128
J. P. Morgan Cazenove (Joint Corporate Broker and Joint Bookrunner)
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.
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 J.P. Morgan Cazenove 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.
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.
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 Placing. 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, 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 Placing and Admission. 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 Placing or 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 Placing or 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 Placing or 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.
Solely for the purposes of the product governance requirements contained within (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II") and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such securities 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 UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the market 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. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Shore Capital and J.P. Morgan Cazenove will only procure investors (pursuant to the Placing) 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 UK 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.
In accordance with the PRIIPs Regulation, a Key Information Document ("KID") in respect of the Ordinary Shares has been prepared by the Company and is available to investors at www.gsenergystoragefund.com. If you are distributing the Ordinary Shares, it is your responsibility to ensure that the relevant 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 neither Shore Capital nor J.P. Morgan Cazenove is a manufacturer for these purposes. Neither Shore Capital nor J.P. Morgan Cazenove makes any representation, express or implied, nor 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 such KID to future distributors of Ordinary Shares. Each of Shore Capital and J.P. Morgan Cazenove accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might have in respect of the KID or any other key information document prepared by the Company from time to time.