Notice of General Meeting, Dividend Policy Update
22 March 2022
Gore Street, London's first listed energy storage fund supporting the transition to low carbon power, will shortly post a circular convening a general meeting (the "General Meeting") to be held at 11.00a.m. on Monday 11, April 2022 (the "Circular").
The purpose of the Circular is to provide Shareholders with details of proposed changes to the Company's investment policy together with details of a proposed new Initial Issue and Share Issuance Programme (the "Proposals") and to convene the General Meeting to obtain the required Shareholder approvals for the Proposals. The Company intends to significantly increase the size of its portfolio and execute against its exclusive near-term pipeline of investments across the UK, US and EU in order to capitalise on the continued growth in demand for energy storage assets which are increasingly significant infrastructure projects for ongoing energy security in the UK and internationally.
Proposed Change of Investment Policy
The Company is seeking Shareholder approval for certain amendments to the Company's investment policy including to: (i) enable the Company to invest a greater percentage of its assets into project opportunities outside the UK and the Republic of Ireland permitting it to take advantage of the Investment Manager's considerable pipeline of energy storage opportunities in other markets; (ii) increase the limit on borrowings; and (iii) clarify the Company's approach to currency hedging.
Dividend Policy Update
Since IPO shareholders have benefitted from a 7 per cent. of Net Asset Value dividend policy target and will continue to benefit from a progressive dividend policy. The Company will continue to target a 7 per cent. yield on average Net Asset Value based on prescribed incremental gains in average Net Asset Value per Ordinary Share for each financial year as set out below.
The Company's current dividend policy 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. For the year ended 31 March 2021, the Company paid aggregate dividends of 7 pence per Ordinary Share (totalling £10,090,637); and for the year ended 31 March 2020, the Company paid aggregate dividends of 7 pence per Ordinary Share (totalling £3,552,638).
Effective for the quarter to 31 March 2022, the Company will target dividends in each financial year based on a 7 per cent. yield on the average Net Asset Value per Ordinary Share during that financial year, subject to a minimum target of 7 pence per Ordinary Share in each financial year. The annual target dividend will increase by 0.5 pence increments per Ordinary Share based on a certain progression of the average Net Asset Value per Ordinary Share in any financial year above 100 pence (subject to rounding). For illustrative purposes only: if the average Net Asset Value per Ordinary Share during a financial year is 107 pence per Ordinary Share or greater (but less than 114 pence) the target dividend for that financial year will be 7.5 pence per Ordinary Share; if the average Net Asset Value per Ordinary Share during a financial year is 114 pence per Ordinary Share or greater (but less than 121 pence) the target dividend for that financial year will be 8.0 pence per Ordinary Share; and if the average Net Asset Value per Ordinary Share during a financial year is 121 pence per Ordinary Share or greater (but less than 128 pence) the target dividend for that financial year will be 8.5 pence per Ordinary Share.
Dividends are paid quarterly. Investors should note that the payment of dividends is at the discretion of the Board and the Directors may resolve to pay dividends otherwise than in accordance with the targets noted above in order to reflect the Company's expected returns and future plans for the growth of the Company.
Investors should note that the target dividend is target only and not a profit forecast. There may be a number of factors that adversely affect the Company's ability to achieve its target dividend yield and there can be no assurance that it will be met. The target dividend should not be seen as an indication of the Company's expected or actual results or returns. Accordingly, investors should not rely on this target in deciding whether to invest in the Ordinary Shares or assume that the Company will make any distributions at all.
Proposed Share Issuance Programme
The Company is proposing to issue up to 750 million new Ordinary Shares and/or C Shares (in aggregate) pursuant to an Initial Issue, comprising an Initial Placing, Offer for Subscription and Intermediaries Offer, and thereafter a 12‑month Share Issuance Programme.
Any new Ordinary Shares issued pursuant to the Initial Issue and the Share Issuance Programme will be issued at a price not less than the Net Asset Value per Ordinary Share plus a premium to cover the expenses of such issue. The Issue Price will also take into consideration the prevailing share price per Ordinary Share. Any C Shares will be issued at 100 pence per C Share.
The implementation of the Share Issuance Programme requires the production of a prospectus. Any decision to proceed with the publication of a prospectus is at the absolute discretion of the Directors and will be subject to prevailing market conditions and investor sentiment. Should the Company decide to proceed with such a publication, a further announcement will be made in due course.
Benefits of the Proposals
The Directors believe that the Proposals will have the following benefits for Shareholders:
- The Company will be able to raise additional funds in a timely manner to enable it to take advantage of opportunities to make further investments in accordance with its amended investment policy.
- Increasing the market capitalisation of the Company will help to make the Company attractive to a wider investor base, including to those investors who have expressed a preference for investing in larger investment trusts.
- A greater number of Ordinary Shares in issue should improve liquidity in the secondary market for the Ordinary Shares and make the Ordinary Shares more attractive to a wider range of investors.
- The Company's fixed running costs will be spread across a larger equity capital base.
- The Company may increase diversification of its portfolio of energy storage assets by enabling it to access a pipeline of future investment opportunities outside the UK and the Republic of Ireland.
- The ability to employ greater leverage is expected to enable the Company to expand the size and scale of operations, support the development of an expanding portfolio, and ultimately to seek to enhance profitability.
The General Meeting has been convened for 11.00 a.m. on 11 April 2022 and will be held at JTC's offices, The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF.
The Board considers that the Proposals are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting. The Directors intend to vote IN FAVOUR OF the Resolutions in respect of their holdings of Ordinary Shares, amounting to 139,996 Ordinary Shares in aggregate (representing approximately 0.04 per cent. of the issued share capital of the Company as at the date of the Circular).
The Circular is available on the Company's website ( www.gsenergystoragefund.com ), subject to certain restrictions, for inspection at the Company's registered office at The Scalpel 18th Floor, 52 Lime Street, London, EC3M 7AF and at the National Storage Mechanism via https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Terms not otherwise defined in this announcement have the meanings given to them in the Circular.
The Legal Entity Identifier of the Company is 213800GPUNVGG81G4O21.
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.
This announcement has been prepared for information purposes only. This announcement is not an offer to sell or a solicitation of any offer to buy any Shares in the United States, Australia, Canada, the Republic of South Africa or Japan, or any of their respective territories or possessions, or in any other jurisdiction where such offer or sale would be unlawful. No action has been taken by the Company that would permit an offering of any shares in the capital of the Company or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.
This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold, resold, transferred or delivered directly or indirectly in the United States, or to, or for the account or benefit of, U.S. Persons, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The Company has not been and will not be registered under the US Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the Shares will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Ordinary Shares may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act.
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 or form part of and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. 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 Securities plc 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.
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 policy 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 operating 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 the Company, the Investment Manager, Shore Capital, J.P. Morgan Securities plc and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.
No representation or warranty is given to the achievement or reasonableness of future projections, management targets, 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.