TIDMGSF
RNS Number : 4393Q
Gore Street Energy Storage Fund PLC
19 June 2020
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, 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.
19 June 2020
Gore Street Energy Storage Fund plc
(the "Company" or "Gore Street")
Investment by New Strategic Investor, Proposed Placing
and Pipeline Update
Investment by Strategic Investor via a direct Subscription
Gore Street, London's first listed energy storage fund
supporting the transition to low carbon power , today announces
that JXTG Nippon Oil & Energy Corporation (" JXTG ") has
subscribed for GBP2,883,000 (before expenses) of Gore Street's
shares in a direct subscription (the "Subscription"). JXTG is a
subsidiary of JXTG Holdings Inc., one of Japan's largest energy
companies. JXTG has subscribed for 3,000,000 new Ordinary Shares of
1p each (the "Subscription Shares") at a price of 96.1p per
Subscription Share. The issue price represents the last published
Net Asset Value per Ordinary Share of the Company as at 31 December
2019.
JXTG's investment in Gore Street is a key part of JXTG's
long-term strategy to diversify from oil and broaden its range of
power sources to reduce the carbon footprint from its electricity
business.
Pipeline and EPC Update
After announcing exclusivity on a 140MW GB storage pipeline on
28 February 2020, the Company expects to update the market on a
further 50MW acquisition in Scotland shortly. Additionally, the
Company has secured exclusivity on a new 20MW asset near London
which is also undergoing due diligence with a view to acquisition
in the near term. The Company has an additional 900MW in
exclusivity and/or pipeline.
Separately, the Company notes the recent press commentary on NEC
Energy Solutions Inc ("NEC"), that it intends to 'wind down
operations'. Gore Street confirms that this is not expected to have
any impact on the Company's established operations or development
projects. The Company understands that NEC will 'complete its
existing operations' and remains 'committed to finishing projects
under development'. NEC's obligations to existing projects are
understood to last until 2030 and operational projects remain
secured with a parental guarantee. NEC has also confirmed to the
Adviser that they have no intention to sell their holding in Gore
Street, and, if that changed, being a substantial international
group they would only do so in an orderly fashion to ensure that
they realised full value for their investment.
Over recent years, the number of possible Engineering,
Procurement and Construction ("EPC") contractors that the Company
can engage with for each project has increased substantially,
driving down project costs significantly to Gore Street's advantage
and following a similar pattern that the Adviser saw in the
emerging solar and wind markets. In 2016 there were only three
possible EPC partners available to the Company and there are now
approximately fifteen.
Dividend Declaration
The Board has today declared an interim dividend of 1.0 penny
per Ordinary Share for the period from 1 January 2020 to 31 March
2020. In accordance with the dividend target for the year, the
Company has announced a total dividend of 7.0 pence per share for
the period of 1 April 2019 to 31 March 2020.
The dividend will be paid on or around 23 July 2020 to
Shareholders on the register on 10 July 2020. The ex-dividend date
will be 9 July 2020.
Proposed Placing under the Company's Placing Programme
The Board is pleased to announce that it is proposing an issue
of new Ordinary Shares at a price of 96.1 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 78
million new Ordinary Shares available for issuance pursuant to the
Placing Programme. Proceeds from the capital raise will be deployed
towards both the Company's significant development pipeline and
highly attractive near-term potential acquisitions. The new
Ordinary Shares will, when issued, rank pari passu with the
existing Ordinary Shares and will be eligible for the dividend in
respect of the period from 1 January to 31 March 2020.
Details of the Placing
A placing price of 96.1 pence per Ordinary Share is the last
published NAV per Ordinary Share as at 31 December 2019, which the
Adviser believes is not materially different from what is expected
for the next NAV update to 31 March 2020. As of 31 March 2019 the
NAV was 91.9 pence per Ordinary Share96.1 pence per Ordinary Share
represents a discount of 3.2% to the last 30-day volume weighted
average price of 99.3 pence per Ordinary Share.
The Placing will take place through the Company's broker Shore
Capital and co-placing agent Zeus Capital. The Placing is open with
immediate effect following this announcement. Investors are invited
to apply for new Ordinary Shares pursuant to the Placing ("Placing
Shares") by contacting the Company's broker or the co-placing
agent. The timing for the close of the Placing will be at the
absolute discretion of the Company's broker and co-placing
agent.
Retail Offer
In addition to the Placing, there will be an offer of new
Ordinary Shares on the PrimaryBid platform at the Issue Price for
retail investors 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.
Expected timetable
Placing opens Friday 19 June 2020
Latest time for receipt of Placing commitments 3.00 p.m. on Thursday, 2 July 2020
Result of Placing announced 7.00 a.m. Friday, 3 July 2020
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 Wednesday, 8 July 2020
*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.
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 or
restrictions, 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 ).
Admission of the Subscription Shares and of the Placing
Shares
Applications will be made to the FCA for admission of the
Subscription Shares (issued pursuant to the Subscription) 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. It is expected that such admission will become
effective and that unconditional dealings in the Subscription
Shares will commence at 8.00 a.m. (BST) on 30 June 2020. The
Subscription Shares will, when issued, rank pari passu with the
existing Ordinary Shares.
Applications will also be made to the FCA for admission of the
Placing Shares (issued pursuant to the Placing) 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. It is expected that such admission will become
effective and that unconditional dealings in the Placing Shares
will commence at 8.00 a.m. (BST) on 8 July 2020. The Placing Shares
will, when issued, rank pari passu with the existing Ordinary
Shares.
Alex O'Cinneide, CEO of Gore Street Capital, the Company's
investment adviser, commented:
"Gore Street is delighted to partner with JXTG and to have been
chosen as their energy storage investment partner. This investment
provides the basis for what we expect to be a long-term
collaboration between Gore Street and JXTG. With this investment we
once again have validation from another significant strategic
investor. JXTG recognised our position as a market leader, the only
listed storage fund committed to carbon-free investing and
containing one of the youngest and most capital efficient grouping
of assets in our expanding international portfolio. JXTG is the
largest oil company in Japan, is expanding its power business from
traditional generation to more diversified generation, and Gore
Street and JXTG will explore the possibility of working together on
various fronts leveraging Gore Street's expertise on storage
technology and JXTG's expertise in the energy business in
Japan.
We are also pleased to announce the launch of a new placing
against a significant pipeline of attractive projects. Our assets
provide an essential service for energy security while delivering a
7% yield for investors and have proved to be highly defensive in
volatile market conditions. Since IPO we have delivered on our
commitment to investors in both dividends and portfolio and are
excited by the growth opportunity in front of us."
The Legal Entity Identifier of the Company is
213800GPUNVGG81G4O21.
The person responsible for releasing this announcement is Susan
Fadil.
For further information:
Gore Street Capital Limited
Alex O'Cinneide Tel: +44 (0) 20 3826 0290
Shore Capital (Sole Broker)
Anita Ghanekar / Darren Vickers / Hugo Masefield (Corporate Advisory) Tel: +44 (0) 20 7601 6128
Henry Willcocks / Fiona Conroy (Corporate Broking)
Zeus Capital (Co-Placing Agent)
Daniel Harris / Rishi Majithia / Ben Burnett (Corporate Finance)
Tel: +44 (0) 20 3829 5000
John Goold / Dominic King (Corporate Broking)
Media enquiries
Buchanan
Charles Ryland / Henry Wilson / George Beale 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.
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.
About JXTG Nippon Oil & Energy Corporation
JX TG Nippon Oil & Energy Corporation ("JXTG") is the
largest petroleum company in Japan established in 1888. It is a
subsidiary of JXTG Holdings, Inc., a listed company on the first
section of Tokyo Stock Exchange in Japan. Its core business
activities include refining and marketing of petroleum products;
import and sale of gas and coal; manufacture and sale of
petrochemical products; supply of electricity and hydrogen.
JXTG aims to be the most prominent and internationally
competitive energy and materials company in Asia and to contribute
to the development of a low-carbon recycling oriented society,
creating value by transforming the current business structure.
Important Notes 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 or Zeus 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 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.
Each of Shore Capital and Corporate Limited ("Shore Capital")
and Zeus Capital Limited ("Zeus 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 and Zeus Capital will not be responsible to anyone
other than the Company for providing the protections afforded to
customers of Shore Capital and Zeus 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, Shore
Capital, Zeus 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, Shore Capital or Zeus 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 and
Zeus 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.
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
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