REG - Gore Street Energy - Notice of General Meeting, Dividend Policy Update

Gore Street Energy Storage FundAnnouncement

22/03/2022 07:16

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RNS Number : 5232F  Gore Street Energy Storage Fund PLC  22 March 2022

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS NOT FOR RELEASE,
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ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY
INVESTMENTS IN ANY JURISDICTION.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE
INSIDE INFORMATION AS STIPULATED UNDER THE UK MARKET ABUSE REGULATION. UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

22 March 2022

Gore Street Energy Storage Fund plc

(the "Company" or "Gore Street")

Notice of General Meeting and Dividend Policy Update

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.

 

General Meeting

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.

Recommendation

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 (http://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
(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)  Tel: +44 (0) 20 7 408 4090

  Fiona Conroy (Corporate Broking)

 

 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: 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.

Disclaimers

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.

 

 

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