TIDMGSF
RNS Number : 3668P
Gore Street Energy Storage Fund PLC
10 October 2019
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 MARKET ABUSE
REGULATION (EU) NO. 596/2014. 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 16 JULY
2019 (THE "PROSPECTUS") and not in reliance on this announcement. A
copy of the Prospectus is available for inspection 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.
10 October 2019
Gore Street Energy Storage Fund plc
(the "Company" or "Gore Street")
Application for Admission of NTMA shares
and
Proposed Placing pursuant to the Placing Programme
Application for Admission
Gore Street is pleased to announce that further to the Company's
announcement on 4 October 2019 in relation to the investment by the
National Treasury Management Agency, as controller and manager of
the Irish Strategic Investment Fund ("NTMA") pursuant to the
subscription agreement with NTMA, an application for admission to
the premium segment of the Official List has been made to the
Financial Conduct Authority and to the London Stock Exchange for
admission of 10,106,610 ordinary shares of 1 penny each at a price
of 93.8 pence per share.
These shares will rank pari passu with the Company's existing
Ordinary Shares in issue. It is expected that Admission will become
effective on 11 October 2019. The completion of the acquisition of
the two RI assets which, as announced 4 October, were successful in
gaining two six-year fixed revenue contracts, will occur on 11
October 2019.
Following Admission, the Company's issued share capital will
comprise 47,668,758 Ordinary Shares and this is the total number of
Ordinary Shares with total voting rights in the Company. This
figure 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.
The Proposed Placing
The Board is also proposing an issue of new Ordinary Shares at
93.8 pence per share (the "Placing Price"), by way of a
non-pre-emptive placing pursuant to the Company's Placing Programme
(the "Placing"). It is intended that the net proceeds of the
Placing will be used to fund new investment opportunities from Gore
Street's considerable pipeline of energy storage projects in the UK
and internationally, in accordance with the Company's investment
policy. The Placing Price represents:
-- a premium of 0.2% to the last published NAV per Ordinary
Share of 93.6 pence as at 30 June 2019; and
-- a discount of 1.3% to the closing mid-market price per
Ordinary Share of 95.0 pence as at 9 October 2019.
The Placing, and an investor's participation in it, is 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 7.1 of Part 12 of the Prospectus. Copies
of the Prospectus may, subject to any applicable law, be obtained
from the Company's registered office, on the Company's website
(www.gsenergystoragefund.com) or via the National Storage Mechanism
(www.morningstar.co.uk/uk/NSM). The Placing will take place through
the Company's broker, Shore Capital and is open with immediate
effect following this announcement. Investors are invited to apply
for new Ordinary Shares pursuant to the Placing by contacting Shore
Capital.
Applications will be made to the FCA for admission of the new
Ordinary Shares to the Premium Listing segment of the Official List
and to the London Stock Exchange for admission to trading on the
main market for listed securities ("Admission"). It is expected
that Admission will become effective and that unconditional
dealings in the new Ordinary Shares will commence at 8.00 a.m.
(BST) on 22 October 2019.
The new Ordinary Shares will, when issued, rank pari passu with
the existing Ordinary Shares. The Company pays dividends on a
quarterly basis and the new shares will be eligible for any
dividend in respect of the period from 1 July to 30 September 2019,
expected to be announced in due course.
The Company paid an aggregate dividend of 4.0 pence per Ordinary
Share from First Admission to 31 March 2019. The interim dividend
of 2.0 pence per Ordinary Share for the period 1 April 2019 to 30
June 2019 will be paid on or around 18 October 2019 to Shareholders
on the register on 20 September 2019. The Company is targeting an
annual dividend of 7.0 per cent. of Net Asset Value per Ordinary
Share in each financial year subject to a minimum target of 7.0
pence per Ordinary Share commencing from the current financial year
ending 31 March 2020([1]) .
Expected Timetable
Placing opens Thursday 10 October 2019
Latest time for receipt of Placing commitments 3.00 p.m. on Wednesday,
16 October 2019
Result of Placing announced 7.00 a.m. Thursday, 17
October 2019
Admission becomes effective and dealings
in new Ordinary Shares on London Stock
Exchange's main market for listed securities 8.00 a.m. on Tuesday, 22
commence October 2019
The Legal Entity Identifier of the Company is
213800GPUNVGG81G4O21.
*The dates and times specified above are references to BST and
are subject to change, in which event details of the new times and
dates will be notified, as required, through an RIS.
For further information:
Gore Street Capital Limited
Alex O'Cinneide Tel: +44 (0) 20 3826 0290
Shore Capital
Anita Ghanekar / Hugo Masefield (Corporate Advisory) Tel: +44 (0) 20 7601 6128
Henry Willcocks / Fiona Conroy (Corporate Broking)
Media enquiries:
Buchanan
Charles Ryland / Steph Watson / Henry Wilson Tel: +44 (0) 20 7466 5000
Email: Gorestreet@buchanan.uk.com
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.
Important Notices and Disclaimers
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 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.
The new Ordinary Shares that are the subject of the Placing are
not being offered or sold to any person in the European Union,
other than to "qualified investors" as defined in the Prospectus
Regulation. All offers of new Ordinary Shares 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.
Shore Capital and Corporate Limited ("Shore Capital") is
authorised and regulated in the United Kingdom by the FCA and
acting only for the Company in connection with the Placing, the
Placing Programme and Admission. Persons receiving this
announcement should note that Shore Capital will not be responsible
to anyone other than the Company for providing the protections
afforded to customers of Shore Capital, or for advising any other
person on the matters described in this announcement.
The information contained in this announcement is given at the
date of its publication (unless otherwise indicated), is for
background purposes only and does not purport to be full or
complete. No representation or warranty, express or implied, is or
will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by the Company, the Adviser or
Shore Capital or by any of their respective affiliates partners,
directors, officers, employees, advisers or agents as to, or in
relation to, the truth, accuracy or completeness of the information
in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the
Company, whether written, oral or in a visual or electronic form
and howsoever transmitted or made available, or any loss howsoever
arising from any use of this announcement or its contents or
otherwise in connection with it.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These statements are not guarantees of future
performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
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. Forward-looking statements speak only
as of the date of such statements and, except as required by
applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise. The information
contained in this announcement is subject to change without notice
and none of the Company, the Adviser or Shore Capital assumes any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in this announcement.
The value of investments may go down as well as up, and all of
the value of an investor's investment in the Company will be at
risk. Past performance is not a guide to future performance and the
information in this announcement or any documents relating to the
Placing (including, without limitation, the Prospectus) cannot be
relied upon as a guide to future performance. Any persons needing
advice should contact a professional adviser.
Accessing this announcement in certain jurisdictions may be
restricted by law. Persons accessing this announcement must satisfy
themselves that it is lawful to do so under any applicable
securities laws of the jurisdiction in which they access this
announcement. The Company assumes no responsibility in the event
there is a violation by any person of any such restrictions.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary
Shares have been subject to a product approval process, which has
determined that the Ordinary Shares 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 MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the 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 Programme. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Shore Capital will
only procure investors 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 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.
[1] The target dividend is a target only and not a profit
forecast. There can be no assurance that the target will be
achieved, and it should not be taken as indication of the Company's
expected or actual future results.
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
STRDGBDGGDGBGCC
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