Smaller Related Party Arrangements
10 March 2022
The Board of Gore Street, London's first listed and category defining energy storage fund supporting the transition to a low carbon society, announces that it has amended its Commercial Management Agreement (the "Revised CMA") with Gore Street Operational Management Limited (formerly Gore Street Technical Management Limited) (the "Operations Manager" or "GSOM"), a wholly owned subsidiary of Gore Street Capital Limited (the "Investment Manager" or "GSC")). The amendments widen the scope of non-investment services provided to the Company by the Operations Manager. The Revised CMA replaces the previous Commercial Management Agreement entered into with GSOM in December 2020.
The new arrangements include additional services and additional jurisdictions, supporting the continued development of the Company as it grows and increasing the quality, efficiency and oversight of these necessary operational services.
Revision to the Commercial Management Agreement
The considerable and ongoing expansion of the Company's portfolio in recent years has reflected both the scale of the market opportunity and the expertise of the Investment Manager in securing the most attractive opportunities for growth. For shareholders, there are significant advantages to a larger scale portfolio with greater asset diversification. The Board believes that the increased scope of engagement with GSOM will put in place the required structure for the efficient management of the Company's growing portfolio. The Revised CMA is expected to address all potential gaps in service and oversight between the Investment Manager and third party service providers.
Since 2020, GSOM has provided services in respect of the Company's construction projects (the "Construction Services"), and its commercial operations (the "Operational Services") and GSC has, under its investment management agreement with the Company provided accounting and administrative services to the Company, under a side letter to the AIFM agreement (the "Administration Services") as follows:
- The Construction Services include, inter alia, single point supervision and management of EPC tenders and selection, lease, commissioning, and other construction related matters.
- The Operational Services include, inter alia, single point supervision and management of asset, operations, maintenance and revenue optimisation related matters.
- The Administrative Services include, inter alia single point supervision of audit and asset accounting services as well as commercial management of the Company's service contracts.
The Board in considering its duty to shareholders is conscious of the requirement to ensure the Company has the capacity and capability to manage successfully its considerable growth targets and trajectory.
Under the Revised CMA, GSOM will take on the provision of the Administrative Services and the scope of the Administrative Services will be expanded to include ESG administration and will allow for GSOM oversight (with prior Board consent) of other matters including treasury, tax and secretarial services. It will also allow for expansion of services as the Company moves into jurisdictions outside of the UK and the Republic of Ireland.
Costs of the Revised CMA
Under the Revised CMA the cost of the services detailed above will be calculated at the lower of: (a) the Operation's Manager's cost of service plus a 15% mark-up, and (b) 1% of the Company's NAV. Details of any operational management costs will be set out in the Company's annual financial statements.
The Construction Services and Operational Services under the Revised CMA will be incurred at SPV level whilst the majority of the Administrative Services will be delivered to the Company.
The Investment Manager and any members of its group which includes the Operations Manager are related parties of the Company for the purpose of the Listing Rules. Based on the amounts involved, the arrangements constitute a smaller related party transaction as set out in Listing Rule 11.1.10R.
The Board believes that the arrangements will be beneficial to shareholders for the following reasons:
- cost and transparency: a transparent cost base for the Company that provides the flexibility required to support the continued expansion of the Company's portfolio; and
- control, oversight and direct accountability: increased control over the asset management and construction management services, accounting and transaction support services for the Company from a dedicated team that has specialist expertise in respect of battery storage assets.
Pat Cox, Chair of Gore Street Energy Storage Fund plc commented:
"We are pleased to announce we have agreed the terms set out in the Revised CMA with Gore Street Operational Management Limited which we believe better reflects the scope of services required for the enlarged and rapidly growing infrastructure portfolio performing an essential service for energy grids. The Revised CMA presents compelling value for shareholders with transparency and greater control for the independent Board of the Company while ensuring that these assets receive best in class management."
The Legal Entity Identifier of the Company is 213800GPUNVGG81G4O21.
For further information:
Gore Street Capital Limited
Alex O'Cinneide / Paula Travesso / Maria Vaggione
Tel: +44 (0) 20 3826 0290
Shore Capital (Joint Corporate Broker)
Anita Ghanekar / Rose Ramsden / Iain Sexton (Corporate Advisory)
Fiona Conroy (Corporate Broking)
Tel: +44 (0) 20 7 408 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.