REG - Gore Street Energy - Publication of Prospectus

Gore Street Energy Storage FundAnnouncement

29/03/2022 11:45

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RNS Number : 4100G  Gore Street Energy Storage Fund PLC  29 March 2022

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.

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the UK Financial Conduct Authority ("FCA") 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 Gore Street Energy Storage Fund plc (the
"Prospectus") and not in reliance on this announcement. A copy of the
Prospectus is available on the Company's website (www.gsenergystoragefund.com
(http://www.gsenergystoragefund.com/content/investors/shareholder-literature.aspx)
). Approval of the Prospectus by the FCA should not be understood as an
endorsement of the securities that are the subject of the Prospectus.
Potential investors should read the Prospectus and in particular the risk
factors set out therein before making an investment decision in order to fully
understand the potential risks and rewards associated with the decision to
invest in the Company's securities. This announcement does not constitute, and
may not be construed as, an offer to sell or an invitation or recommendation
to purchase, sell or subscribe for any securities or investments of any
description, or a recommendation regarding the issue or the provision of
investment advice by any party.

29 March 2022

          Gore Street Energy Storage Fund plc

(the "Company" or "Gore Street")

Publication of Prospectus

Further to the announcement this morning, the prospectus of the Company dated
29th March 2022 relating to its Initial Placing, Initial Offer for
Subscription and Initial Intermediaries Offer of Ordinary Shares and Share
Issuance Programme of Ordinary Shares and/or C Shares (the "Prospectus") has
been approved by the Financial Conduct Authority and has been published.

Copies of the Prospectus have been submitted to the National Storage Mechanism
and will be available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) , and on the
Company's website at  https://www.gsenergystoragefund.com/
(https://www.gsenergystoragefund.com/) .

Any capitalised terms used but not otherwise defined in this announcement have
the meaning set out in the Prospectus.

For further information:

 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 7408 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

 

 

 

 

 

 

 

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.

https://www.gsenergystoragefund.com (https://www.gsenergystoragefund.com/)

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 or
into any jurisdiction in which such an offer or solicitation is unlawful. No
information set out in this announcement is intended to form the basis of any
contract of sale, investment decision or any decision to purchase shares in
the Company. Approval of the prospectus by the FCA should not be understood as
an endorsement of the securities that are the subject of the Prospectus.
Potential investors are recommended to read the Prospectus before making an
investment decision in order to fully understand the potential risks and
rewards associated with a decision to invest in the Company's securities.

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, directly or indirectly, in or into any of Australia, Canada, the
Republic of South Africa, Japan or the United States. The Shares have not been
and will not be registered under the US Securities Act of 1933, as amended
(the "US Securities Act"), or with any securities regulatory authority of any
state or other jurisdiction of the United States, and may not be offered,
sold, resold, pledged, delivered, distributed or otherwise transferred,
directly or indirectly, into or within the United States, except pursuant to
an exemption from 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. Outside the United States, the Shares may
be sold to persons who are not "US Persons", as defined in and pursuant to
Regulation S under the US Securities Act. No public offering of Shares is
being made in the United States.

In addition the Company has not been and will not be registered under the US
Investment Company Act of 1940, as amended. 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, the Share Issuance Programme or any Subsequent Issue. 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.

Each of Shore Capital and Corporate Limited and Shore Capital Stockbrokers
Limited (together "Shore Capital"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, and J.P. Morgan Securities
plc, which conducts its UK investment banking activities as J.P. Morgan
Cazenove ("J.P. Morgan Cazenove") and which is authorised by the Prudential
Regulation Authority and regulated by the Prudential Regulation Authority and
the FCA, is acting exclusively for the Company and for no-one else in relation
to the Initial Issue, the Share Issuance Programme or any Admission and the
other arrangements referred to in this announcement. Neither Shore Capital nor
J.P. Morgan Cazenove will regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Initial Issue, the
Share Issuance 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
Share Issuance 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 or J.P. Morgan Cazenove by the FSMA or the regulatory regime
established thereunder, neither Shore Capital nor J.P. Morgan Cazenove makes
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 Shares, the Initial Issue, the Share Issuance Programme
or any Admission. Each of Shore Capital and J.P. Morgan Cazenove 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.

Solely for the purposes of the product governance requirements contained
within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in
financial instruments, as amended ("UK MiFID II"); (b) the UK's implementation
of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing UK MiFID II, and in particular Chapter 3 of the Product
Intervention and Product Governance Sourcebook of the FCA (together, the
"MiFID II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Shares have been
subject to a product approval process, which has determined that the 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 UK MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by UK MiFID II
(the "Target Market Assessment").

 

Notwithstanding the Target Market Assessment, distributors (such term to have
the same meaning as in the MiFID II Product Governance Requirements) should
note that: the market price of the Shares may decline and investors could lose
all or part of their investment; the Shares offer no guaranteed income and no
capital protection; and an investment in the 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 Issues. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Shore Capital and J.P. Morgan Cazenove will,
pursuant to the Initial Placing and each Subsequent Placing, only procure
Placees 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 UK 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 Shares.

 

Each distributor is responsible for undertaking its own target market
assessment in respect of the Shares and determining appropriate distribution
channels.

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