Notice of General Meeting, Acquisition and Placing
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR THEIR RESPECTIVE TERRITORIES OR POSSESSIONS, OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY ORDINARY SHARES IN THE COMPANY OR SECURITIES IN ANY OTHER ENTITY, IN ANY JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR THEIR RESPECTIVE TERRITORIES OR POSSESSIONS, 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 TO PURCHASE OR SUBSCRIBE FOR ORDINARY SHARES IN THE COMPANY WHATSOEVER, IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
6 February 2020
Gresham House Energy Storage Fund PLC (the "Company")
Notice of General Meeting, Potential Acquisition and Possible Equity Raise
Gresham House Energy Storage Fund PLC ("GRID", the "Fund" or the "Company"), the specialist investment company that invests in energy storage systems in Great Britain, will today post a Circular convening a general meeting (the "General Meeting") to be held at 10 a.m. on 27 February 2020 at The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF.
The Resolutions to be considered at the General Meeting are to grant the Board authority to issue on a non-pre-emptive basis, up to 30,000,000 Ordinary Shares, being approximately 14.7 per cent. of the Company's issued share capital as at the Latest Practicable Date, such authority to have effect until the conclusion of the next Annual General Meeting of the Company (the "General Authority").
The circular provides further information on the further pipeline and seeks Shareholder authority for the Company to issue up to 30,000,000 new Ordinary Shares to acquire an identified new asset, extend an existing asset and to provide increased general working capital.
The Company has existing authority to issue up to 15,729,350 shares without pre-emption rights applying (the "Existing Authority"). For the avoidance of doubt, if the Resolutions are passed at the General Meeting, the Existing Authority will be replaced by the General Authority.
Unless otherwise defined, the terms used in this Announcement shall have the same meaning as set out in the Circular.
Potential Acquisition and Possible Equity Raise
The Company is pleased to announce that upon completion of the acquisition by the Company of the Thurcroft and Wickham projects, all of the £206.7m gross proceeds raised by the Company to date since its IPO in November 2018 will have been deployed.
As stated in the announcement dated 3 October 2019, the Company has benefitted from a good pipeline of projects that have been developed by the Gresham House group and Noriker Power Limited (the "Exclusivity Pipeline").
In addition, Gresham House Asset Management Limited (the "Manager") has continued to perform due diligence on a strong pipeline of currently available investment opportunities that meet the Fund's investment criteria (the "Further Pipeline").
In this context, the Manager has identified a significant, operational project which the vendor has advised has the potential for expansion to over 50MW, subject to attainment of necessary consents (the "Potential Acquisition"). The Board and the Manager believe (subject to completion of due diligence) that the Potential Acquisition, which is subject to advanced negotiations with the vendors, will be accretive to the Company's portfolio yield. The Manager believes (subject to due diligence) that this project has a proven revenue performance, and the valuation would be set relative to demonstrable historical accounts. To compensate the vendors for providing the Company with a lower risk acquisition, it is expected that a final consideration amount will become payable if revenues exceed forecasted levels, as they are expected to if the project is expanded as referred to above. The expansion would also be expected to create further earning accretion for the Company.
As a consequence, the Potential Acquisition is expected to be accretive to NAV.
In addition, having completed the acquisition of the Glassenbury project from VLC in December 2019 https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/GRID/14349215.html, the Manager has identified the opportunity to add value to the project through the exploitation of currently unused spare grid capacity by building out a 10MW extension to the project and the acquisition of a capacity market contract that fits within this project extension. This extension is subject to receipt of planning permission; however, the local authority has been consulted and the Manager is confident that planning permission will be granted if the extension is appropriately designed.
To take advantage of these opportunities, the Company may seek to raise additional equity capital in an amount of no more than £30 million in the coming weeks. The Company is seeking a general authority to allot no more than 30,000,000 Shares on a non-pre-emptive basis, in order to have the flexibility to proceed. As the Company is seeking to limit the gross proceeds of the issue to no more than £30 million, it is expected that the general authority of 30,000,000 Ordinary Shares will not be used in full.
Any decision to proceed with an equity raise 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 an equity raise, a further announcement will be made in due course.
Any new Ordinary Shares issued by the Company will be issued at a premium to the Director's estimate of NAV per Share as at 31 December 2019 (unaudited). For the avoidance of doubt, the Directors do not intend to issue C Shares in connection with the matters described herein.
Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Circular which can be found on the Company's website at newenergy.greshamhouse.com/esfplc/ and will also available on the national storage mechanism at www.morningstar.co.uk/uk/nsm.
The information contained in this announcement may constitute inside information. The person responsible for the release of this announcement on behalf of the Company is JTC (UK) Limited.
Gresham House Asset Management Limited
+44 (0) 20 3837 6270
Richard Harris (Sales)
Robert Peel (Corporate Finance)
Alan Ray (Corporate Finance)
+44 (0) 20 7894 7719
+44 (0) 20 7894 8590
About the Company and the Manager
Gresham House Energy Storage Fund plc owns a portfolio of utility-scale operational energy storage systems (known as ESS) located in Great Britain. The portfolio has a total capacity of 174MW. The Company is managed by Gresham House Asset Management Limited under the leadership of Ben Guest. The Company was admitted to trading on the London Stock Exchange (Specialist Fund Segment) on 13 November 2018 having raised £100 million of gross proceeds from investors. Including issuance under the Placing Programme, it has now raised a total of approximately £206.7 million of gross proceeds from investors.
The Gresham House New Energy team has a proven track record in developing and operating energy storage and other renewable assets having developed 174MW of Energy Storage Systems and approximately 290MW of predominantly ground-mounted solar projects. Gresham House Asset Management currently manages approximately 208MW of solar and wind energy projects.
Gresham House Asset Management is the FCA authorised operating business of Gresham House plc, a London Stock Exchange quoted specialist alternative asset manager. Gresham House is committed to operating responsibly and sustainably, taking the long view in delivering sustainable investment solutions.
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 the Ordinary Shares in the Company in the United States, Australia, Canada, the Republic of South Africa, the Republic of Ireland 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 or Cantor Fitzgerald that would permit an offering of any Ordinary Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Cantor Fitzgerald 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 Ordinary 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.
This communication is only addressed to, and directed at, persons in member states of the European Economic Area (other than the United Kingdom) who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. In addition, in the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors: (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.
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 Manager, Cantor Fitzgerald 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.
The Company has a limited trading history. Potential investors should be aware that any investment in Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. 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 strategy 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. Risks that the Company is subject to include reliance on third party providers to carry on its business and there being an adverse change in laws or regulations which affect the Company or its portfolio. In addition, if the growth in renewable energy does not continue as expected this may have an adverse impact on the Company's performance. When certain contracts with National Grid Electricity Transmission PLC expire, the Company may not be able to obtain contracts on the same terms or at all which may harm the performance of the Company. The introduction of leverage by the Company may increase the volatility of returns and providers of leverage would rank ahead of investors.
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 Manager, Cantor Fitzgerald 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.
Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Ordinary Shares or passed upon or endorsed the merits of the offering of Ordinary Shares or the adequacy or accuracy of this announcement.
Prospective investors should take note that the Ordinary Shares may not be acquired by: (i) investors using assets of: (A) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code; or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.
Cantor Fitzgerald is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Cantor Fitzgerald is acting for the Company and no one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cantor Fitzgerald or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of Cantor Fitzgerald or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities.
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