TIDMGSF
RNS Number : 0909J
Gore Street Energy Storage Fund PLC
14 August 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
Gore Street Energy Storage Fund plc
(the "Company" or "Gore Street")
Result of Meetings and Further Update on Fundraise
Gore Street Energy Storage Fund plc (ticker: GSF), London's
first listed energy storage fund investing in income producing
assets in the UK and internationally, announces the results of the
Company's Annual General Meeting ("AGM") and the General Meeting
convened to approve resolutions in relation to the recent
fundraising as announced on 5 June 2019.
AGM
At the AGM held earlier in the day the Company announces that
all resolutions were passed on a poll and the results of the proxy
votes received are set out below.
Resolutions 1 to 12 (inclusive) were proposed as ordinary
resolutions and resolutions 13 to 16 (inclusive) were proposed as
special resolutions.
Resolution Votes For* % Votes Against % Total votes Total votes Vote Withheld
validly cast cast as % of **
issued share
capital
Receive annual
accounts for
period ended
1 31 March 2019 20,129,702 100.00 0 0.00 20,129,702 65.78 3,000
--------------- ----------- ------- -------------- ----- ---------------- ---------------
Approve
directors'
remuneration
2 report 19,676,187 97.77 447,015 2.22 20,123,202 65.76 9,500
--------------- ----------- ------- -------------- ----- ---------------- ---------------
3 Approve the
directors'
remuneration
policy 19,676,187 97.77 447,015 2.22 20,123,202 65.76 9,500
--------------- ----------- ------- -------------- ----- ---------------- ---------------
Approve the
company's
dividend
4 policy 20,129,702 100.00 0 0.00 20,129,702 65.78 3,000
--------------- ----------- ------- -------------- ----- ---------------- ---------------
Elect Patrick
Cox as a
5 director 20,124,702 100.00 0 0.00 20,124,702 65.77 8,000
--------------- ----------- ------- -------------- ----- ---------------- ---------------
Elect Caroline
Banszky as a
6 director 20,124,702 100.00 0 0.00 20,124,702 65.77 8,000
--------------- ----------- ------- -------------- ----- ---------------- ---------------
Elect Malcolm
King as a
7 director 20,123,483 99.99 1,219 0.01 20,124,702 65.77 8,000
--------------- ----------- ------- -------------- ----- ---------------- ---------------
Elect Thomas
Murley a
8 director 20,121,702 99.99 3,000 0.01 20,124,702 65.77 8,000
--------------- ----------- ------- -------------- ----- ---------------- ---------------
9 To appoint EY
LLP as the
Company's
auditor 19,676,187 97.77 447,015 2.22 20,123,202 65.76 9,500
--------------- ----------- ------- -------------- ----- ---------------- ---------------
10 To authorise
the board of
directors to
determine the
auditors
remuneration 19,908,202 98.91 220,000 1.09 20,128,202 65.78 4,500
--------------- ----------- ------- -------------- ----- ---------------- --------------- ----------------
11 To authorise
the Directors
to allot
shares under
section 551
Companies Act
2006 20,120,202 99.96 8,000 0.04 20,128,202 65.78 4,500
--------------- ----------- ------- -------------- ----- ---------------- ---------------
12 Subject to the
passing of
resolution 11,
to authorise
the Directors
to allot
additional
shares
under section
551 Companies
Act 2006 20,118,983 99.95 9,219 0.05 20,128,202 65.78 4,500
--------------- ----------- ------- -------------- ----- ---------------- ---------------
13 Subject to the
passing of
resolution 11,
to disapply
statutory
pre-emption
rights under
section
570 Companies
Act 2006 20,092,983 99.83 35,219 0.17 20,128,202 65.78 4,500
--------------- ----------- ------- -------------- ----- ---------------- ---------------
14 Subject to the
passing of
resolution 12,
to disapply
statutory
pre-emption
rights under
section
570 Companies
Act 2006 19,017,983 94.48 1,110,219 5.52 20,128,202 65.78 4,500
--------------- ----------- ------- -------------- ----- ---------------- ---------------
15 To authorise
the Company to
make market
purchase of
its own
ordinary
shares 19,674,187 97.75 454,015 2.26 20,128,202 65.78 4,500
--------------- ----------- ------- -------------- ----- ---------------- ---------------
16 To permit
general
meetings to be
called on 14
days' notice 19,908,702 98.91 221,000 1.10 20,129,702 65.78 3,000
--------------- ----------- ------- -------------- ----- ---------------- ---------------
General Meeting and Fundraise Update
At the General Meeting held immediately following the AGM, all
resolutions as set out in the notice of General Meeting posted to
shareholders on 16 July 2019, were passed on a poll and the results
of the proxy votes received are set out below.
Resolutions 1 to 3 and 7 to 10 (inclusive) were proposed as
ordinary resolutions and resolutions 4 to 6 (inclusive) were
proposed as special resolutions.
Resolution Votes For* % Votes Against % Total votes Total votes Vote Withheld
validly cast cast as % of **
issued share
capital
To authorise
the Directors
to allot
shares under
section 551
Companies Act
2006 up to
aggregate
nominal amount
of
GBP1,098,900
in connection
with the
1 Initial Issue 19,020,700 94.52 1,102,000 5.48 20,122,700 65.76 16,950
--------------- ----------- ------ -------------- ----- ---------------- ---------------- ----------------
2 To authorise
the Directors
to allot up to
100 million
Ordinary
Shares and/or
C shares under
section 551
Companies Act
2006 in
connection
with the
Placing
Programme 19,019,481 94.52 1,103,219 5.48 20,122,700 65.76 16,950
--------------- ----------- ------ -------------- ----- ---------------- ---------------- ----------------
3 To authorise
the Directors
to allot up to
an aggregate
nominal amount
of GBP400,000
under
section 551
Companies Act
2006 in
connection
with the
Additional
NTMA
Subscriptions 19,020,700 94.52 1,102,000 5.48 20,122,700 65.76 16,950
--------------- ----------- ------ -------------- ----- ---------------- ---------------- ----------------
4 Subject to the
passing of
resolution 1,
to disapply
statutory
pre-emption
rights under
section
570 Companies
Act 2006 18,995,700 94.40 1,127,000 5.60 20,122,700 65.76 16,950
--------------- ----------- ------ -------------- ----- ---------------- ---------------- ----------------
5 Subject to the
passing of
resolution 2,
to disapply
statutory
pre-emption
rights under
section
570 Companies
Act 2006 19,019,481 94.52 1,103,219 5.48 20,122,700 65.76 16,950
--------------- ----------- ------ -------------- ----- ---------------- ---------------- ----------------
6 Subject to the
passing of
resolution 3,
to disapply
statutory
pre-emption
rights under
section
570 Companies
Act 2006 19,020,700 94.52 1,102,000 5.48 20,122,700 65.76 16,950
--------------- ----------- ------ -------------- ----- ---------------- ---------------- ----------------
7 To authorise
the allotment
or issue of
Ordinary
Shares and/or
C Shares to
NEC Energy
Solutions
Inc as a
Related Party 19,019,481 94.52 1,103,219 5.48 20,122,700 65.76 16,950
--------------- ----------- ------ -------------- ----- ---------------- ---------------- ----------------
8 To authorise
the allotment
or issue of
Ordinary
Shares and/or
C Shares to
Nippon Koei
Co.,
Ltd as a
Related Party 19,019,481 94.52 1,103,219 5.48 20,122,700 65.76 16,950
--------------- ----------- ------ -------------- ----- ---------------- ---------------- ----------------
9 To authorise
the issue of
Ordinary
Shares under
the
Subscription
Agreement 19,020,700 94.52 1,102,000 5.48 20,122,700 65.76 16,950
--------------- ----------- ------ -------------- ----- ---------------- ---------------- ----------------
Adoption of
investment
10 policy 20,120,700 99.99 2,000 0.01 20,122,700 65.76 16,950
--------------- ----------- ------ -------------- ----- ---------------- ---------------- ----------------
The Company also announces that further to the announcement on 5
August 2019, applications have been received in relation to the
Intermediaries Offer for 464,881 Ordinary Shares which will be
issued at 91 pence per share raising gross proceeds of GBP0.42m.
Therefore, together with the 6,497,267 Ordinary Shares to be issued
in connection with the Initial Placing and Offer for Subscription,
the Company has received applications for a total of 6,962,148 new
Ordinary Shares pursuant to the Initial Issue thereby raising gross
proceeds of GBP6.34m in its latest fundraising campaign. Since IPO,
the Company has more than doubled in size to approximately GBP62m
assets under management, with a portfolio of 189MW across eight
assets in the UK and the Republic of Ireland.
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange for all of the new Ordinary Shares to
be issued pursuant to the Initial Issue to be admitted to the
Premium Listing segment of the Official List and to trading on the
London Stock Exchange's main market for listed securities. It is
expected that Initial Admission will become effective and dealings
in the Ordinary Shares will commence at 8.00 a.m. on 16 August
2019.
Following the Initial Issue, the Company's issued share capital
will comprise 37,562,148 Ordinary Shares and this is the total
number of Ordinary Shares with voting rights in the Company. This
figure (37,562,148) may be used by shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the Company under the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules. The Company does not currently
hold any shares in treasury.
Unless otherwise stated, capitalised terms used in this
announcement but not defined have the same meaning as set out in
the Prospectus dated 16 July 2019.
* Includes discretionary votes
** A vote withheld is not a vote in law and is not counted in
the calculation of the votes for or against a resolution.
Notes:
In accordance with Listing Rule 9.6.2 copies of all the
resolutions passed, other than ordinary business, will be submitted
to the National Storage Mechanism and will shortly be available for
inspection at http://www.morningstar.co.uk/uk/nsm
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.
Further information is available at
www.gorestreetcap.com/energy-storage-fund/
For further information:
Gore Street Capital Limited Tel: +44 (0) 20 3826 0290
Alex O'Cinneide
Shore Capital Tel: +44 (0) 20 7408 4090
Daniel Harris, Hugo Masefield (Corporate Advisory)
Henry Willcocks, Fiona Conroy (Corporate Broking)
Media Enquiries
Buchanan Tel: +44 (0) 20 7466 5000
Charles Ryland / Steph Watson / Henry Wilson Email: Gorestreet@buchanan.uk.com
Company Secretary
JTC (UK) Limited Tel: +44 (0) 20 7409 0181
The Legal Entity Identifier of the Company is
213800GPUNVGG81G4O21.
Disclaimer
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 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 or the United States. The new
Ordinary Shares and/or C 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 should not
be distributed, forwarded to or transmitted in any of Australia,
Canada, the Republic of South Africa, Japan or the United
States.
This announcement does not constitute a recommendation
concerning the Initial Issue or the Placing Programme. 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.
Shore Capital and Corporate Limited ("Shore Capital"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, 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. Shore Capital will not 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 by the FSMA or the regulatory regime
established thereunder, Shore Capital does not make 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 C
Shares, the Initial Issue, the Placing Programme or any Admission.
Shore Capital 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCGGUCURUPBGAC
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