Gore Street Energy Storage Fund PLC Result of Meetings and Further Update on Fundraise (0909J)

TIDMGSF

RNS Number : 0909J

Gore Street Energy Storage Fund PLC

14 August 2019

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.

Gore Street Energy Storage Fund plc

(the "Company" or "Gore Street")

Result of Meetings and Further Update on Fundraise

Gore Street Energy Storage Fund plc (ticker: GSF), London's first listed energy storage fund investing in income producing assets in the UK and internationally, announces the results of the Company's Annual General Meeting ("AGM") and the General Meeting convened to approve resolutions in relation to the recent fundraising as announced on 5 June 2019.

AGM

At the AGM held earlier in the day the Company announces that all resolutions were passed on a poll and the results of the proxy votes received are set out below.

Resolutions 1 to 12 (inclusive) were proposed as ordinary resolutions and resolutions 13 to 16 (inclusive) were proposed as special resolutions.

 
      Resolution       Votes For*   %        Votes Against   %      Total votes       Total votes      Vote Withheld 
                                                                    validly cast      cast as % of     ** 
                                                                                      issued share 
                                                                                      capital 
      Receive annual 
      accounts for 
      period ended 
 1    31 March 2019    20,129,702   100.00   0               0.00   20,129,702        65.78            3,000 
     ---------------  -----------  -------  --------------  -----  ----------------  --------------- 
      Approve 
      directors' 
      remuneration 
 2    report           19,676,187   97.77    447,015         2.22   20,123,202        65.76            9,500 
     ---------------  -----------  -------  --------------  -----  ----------------  --------------- 
 3    Approve the 
      directors' 
      remuneration 
      policy           19,676,187   97.77    447,015         2.22   20,123,202        65.76            9,500 
     ---------------  -----------  -------  --------------  -----  ----------------  --------------- 
      Approve the 
      company's 
      dividend 
 4    policy           20,129,702   100.00   0               0.00   20,129,702        65.78            3,000 
     ---------------  -----------  -------  --------------  -----  ----------------  --------------- 
      Elect Patrick 
      Cox as a 
 5    director         20,124,702   100.00   0               0.00   20,124,702        65.77            8,000 
     ---------------  -----------  -------  --------------  -----  ----------------  --------------- 
      Elect Caroline 
      Banszky as a 
 6    director         20,124,702   100.00   0               0.00   20,124,702        65.77            8,000 
     ---------------  -----------  -------  --------------  -----  ----------------  --------------- 
      Elect Malcolm 
      King as a 
 7    director         20,123,483   99.99    1,219           0.01   20,124,702        65.77            8,000 
     ---------------  -----------  -------  --------------  -----  ----------------  --------------- 
      Elect Thomas 
      Murley a 
 8    director         20,121,702   99.99    3,000           0.01   20,124,702        65.77            8,000 
     ---------------  -----------  -------  --------------  -----  ----------------  --------------- 
 9    To appoint EY 
      LLP as the 
      Company's 
      auditor          19,676,187   97.77    447,015         2.22   20,123,202        65.76            9,500 
     ---------------  -----------  -------  --------------  -----  ----------------  --------------- 
 10   To authorise 
      the board of 
      directors to 
      determine the 
      auditors 
      remuneration     19,908,202   98.91    220,000         1.09   20,128,202        65.78            4,500 
     ---------------  -----------  -------  --------------  -----  ----------------  ---------------  ---------------- 
 11   To authorise 
      the Directors 
      to allot 
      shares under 
      section 551 
      Companies Act 
      2006             20,120,202   99.96    8,000           0.04   20,128,202        65.78            4,500 
     ---------------  -----------  -------  --------------  -----  ----------------  --------------- 
 12   Subject to the 
      passing of 
      resolution 11, 
      to authorise 
      the Directors 
      to allot 
      additional 
      shares 
      under section 
      551 Companies 
      Act 2006         20,118,983   99.95    9,219           0.05   20,128,202        65.78            4,500 
     ---------------  -----------  -------  --------------  -----  ----------------  --------------- 
 13   Subject to the 
      passing of 
      resolution 11, 
      to disapply 
      statutory 
      pre-emption 
      rights under 
      section 
      570 Companies 
      Act 2006         20,092,983   99.83    35,219          0.17   20,128,202        65.78            4,500 
     ---------------  -----------  -------  --------------  -----  ----------------  --------------- 
 14   Subject to the 
      passing of 
      resolution 12, 
      to disapply 
      statutory 
      pre-emption 
      rights under 
      section 
      570 Companies 
      Act 2006         19,017,983   94.48    1,110,219       5.52   20,128,202        65.78            4,500 
     ---------------  -----------  -------  --------------  -----  ----------------  --------------- 
 15   To authorise 
      the Company to 
      make market 
      purchase of 
      its own 
      ordinary 
      shares           19,674,187   97.75    454,015         2.26   20,128,202        65.78            4,500 
     ---------------  -----------  -------  --------------  -----  ----------------  --------------- 
 16   To permit 
      general 
      meetings to be 
      called on 14 
      days' notice     19,908,702   98.91    221,000         1.10   20,129,702        65.78            3,000 
     ---------------  -----------  -------  --------------  -----  ----------------  --------------- 
 

General Meeting and Fundraise Update

At the General Meeting held immediately following the AGM, all resolutions as set out in the notice of General Meeting posted to shareholders on 16 July 2019, were passed on a poll and the results of the proxy votes received are set out below.

Resolutions 1 to 3 and 7 to 10 (inclusive) were proposed as ordinary resolutions and resolutions 4 to 6 (inclusive) were proposed as special resolutions.

 
      Resolution       Votes For*   %       Votes Against   %      Total votes       Total votes       Vote Withheld 
                                                                   validly cast      cast as % of      ** 
                                                                                     issued share 
                                                                                     capital 
      To authorise 
      the Directors 
      to allot 
      shares under 
      section 551 
      Companies Act 
      2006 up to 
      aggregate 
      nominal amount 
      of 
      GBP1,098,900 
      in connection 
      with the 
 1    Initial Issue    19,020,700   94.52   1,102,000       5.48   20,122,700        65.76             16,950 
     ---------------  -----------  ------  --------------  -----  ----------------  ----------------  ---------------- 
 2    To authorise 
      the Directors 
      to allot up to 
      100 million 
      Ordinary 
      Shares and/or 
      C shares under 
      section 551 
      Companies Act 
      2006 in 
      connection 
      with the 
      Placing 
      Programme        19,019,481   94.52   1,103,219       5.48   20,122,700        65.76             16,950 
     ---------------  -----------  ------  --------------  -----  ----------------  ----------------  ---------------- 
 3    To authorise 
      the Directors 
      to allot up to 
      an aggregate 
      nominal amount 
      of GBP400,000 
      under 
      section 551 
      Companies Act 
      2006 in 
      connection 
      with the 
      Additional 
      NTMA 
      Subscriptions    19,020,700   94.52   1,102,000       5.48   20,122,700        65.76             16,950 
     ---------------  -----------  ------  --------------  -----  ----------------  ----------------  ---------------- 
 4    Subject to the 
      passing of 
      resolution 1, 
      to disapply 
      statutory 
      pre-emption 
      rights under 
      section 
      570 Companies 
      Act 2006         18,995,700   94.40   1,127,000       5.60   20,122,700        65.76             16,950 
     ---------------  -----------  ------  --------------  -----  ----------------  ----------------  ---------------- 
 5    Subject to the 
      passing of 
      resolution 2, 
      to disapply 
      statutory 
      pre-emption 
      rights under 
      section 
      570 Companies 
      Act 2006         19,019,481   94.52   1,103,219       5.48   20,122,700        65.76             16,950 
     ---------------  -----------  ------  --------------  -----  ----------------  ----------------  ---------------- 
 6    Subject to the 
      passing of 
      resolution 3, 
      to disapply 
      statutory 
      pre-emption 
      rights under 
      section 
      570 Companies 
      Act 2006         19,020,700   94.52   1,102,000       5.48   20,122,700        65.76             16,950 
     ---------------  -----------  ------  --------------  -----  ----------------  ----------------  ---------------- 
 7    To authorise 
      the allotment 
      or issue of 
      Ordinary 
      Shares and/or 
      C Shares to 
      NEC Energy 
      Solutions 
      Inc as a 

      Related Party    19,019,481   94.52   1,103,219       5.48   20,122,700        65.76             16,950 
     ---------------  -----------  ------  --------------  -----  ----------------  ----------------  ---------------- 
 8    To authorise 
      the allotment 
      or issue of 
      Ordinary 
      Shares and/or 
      C Shares to 
      Nippon Koei 
      Co., 
      Ltd as a 
      Related Party    19,019,481   94.52   1,103,219       5.48   20,122,700        65.76             16,950 
     ---------------  -----------  ------  --------------  -----  ----------------  ----------------  ---------------- 
 9    To authorise 
      the issue of 
      Ordinary 
      Shares under 
      the 
      Subscription 
      Agreement        19,020,700   94.52   1,102,000       5.48   20,122,700        65.76             16,950 
     ---------------  -----------  ------  --------------  -----  ----------------  ----------------  ---------------- 
      Adoption of 
      investment 
 10   policy           20,120,700   99.99   2,000           0.01   20,122,700        65.76             16,950 
     ---------------  -----------  ------  --------------  -----  ----------------  ----------------  ---------------- 
 

The Company also announces that further to the announcement on 5 August 2019, applications have been received in relation to the Intermediaries Offer for 464,881 Ordinary Shares which will be issued at 91 pence per share raising gross proceeds of GBP0.42m. Therefore, together with the 6,497,267 Ordinary Shares to be issued in connection with the Initial Placing and Offer for Subscription, the Company has received applications for a total of 6,962,148 new Ordinary Shares pursuant to the Initial Issue thereby raising gross proceeds of GBP6.34m in its latest fundraising campaign. Since IPO, the Company has more than doubled in size to approximately GBP62m assets under management, with a portfolio of 189MW across eight assets in the UK and the Republic of Ireland.

Applications have been made to the Financial Conduct Authority and the London Stock Exchange for all of the new Ordinary Shares to be issued pursuant to the Initial Issue to be admitted to the Premium Listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Initial Admission will become effective and dealings in the Ordinary Shares will commence at 8.00 a.m. on 16 August 2019.

Following the Initial Issue, the Company's issued share capital will comprise 37,562,148 Ordinary Shares and this is the total number of Ordinary Shares with voting rights in the Company. This figure (37,562,148) 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.

Unless otherwise stated, capitalised terms used in this announcement but not defined have the same meaning as set out in the Prospectus dated 16 July 2019.

* Includes discretionary votes

** A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

Notes:

In accordance with Listing Rule 9.6.2 copies of all the resolutions passed, other than ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/nsm

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.

Further information is available at www.gorestreetcap.com/energy-storage-fund/

For further information:

 
Gore Street Capital Limited                          Tel: [phone] 
Alex O'Cinneide 
 
Shore Capital                                        Tel: [phone] 
Daniel Harris, Hugo Masefield (Corporate Advisory) 
Henry Willcocks, Fiona Conroy (Corporate Broking) 
 
Media Enquiries 
Buchanan                                             Tel: [phone] 
Charles Ryland / Steph Watson / Henry Wilson        Email: [e-mail] 
 
Company Secretary 
JTC (UK) Limited                                    Tel: [phone] 
 

The Legal Entity Identifier of the Company is 213800GPUNVGG81G4O21.

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 any jurisdiction in which such an offer or solicitation is unlawful.

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 in any of Australia, Canada, the Republic of South Africa, Japan or the United States. The new Ordinary Shares and/or C Shares in the capital of the Company have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, 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.

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 or the Placing Programme. 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.

Shore Capital and Corporate Limited ("Shore Capital"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else in relation to the Initial Issue, the Placing Programme or any Admission and the other arrangements referred to in this announcement. Shore Capital will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Initial Issue, the Placing 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 Placing 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 by the FSMA or the regulatory regime established thereunder, Shore Capital does not make 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 Ordinary Shares, the C Shares, the Initial Issue, the Placing Programme or any Admission. Shore Capital 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.

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 [e-mail] or visit www.rns.com.

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August 14, 2019 11:06 ET (15:06 GMT)