TIDMGRID
RNS Number : 1682X
Gresham House Energy Storage Fund
26 April 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO THE UNITED
STATES, AUSTRALIA, 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 OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. 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 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 RECOMMATION
REGARDING ANY SECURITIES. ANY INVESTMENT DECISION MUST BE MADE
EXCLUSIVELY ON THE BASIS OF THE PROSPECTUS PUBLISHED BY THE COMPANY
ON 17 OCTOBER 2018 (THE "PROSPECTUS") AND THE SUPPLEMENTARY
PROSPECTUS PUBLISHED BY THE COMPANY ON 6 NOVEMBER 2018 (THE
"SUPPLEMENTARY PROSPECTUS") AND ANY FURTHER SUPPLEMENTARY
PROSPECTUS(ES) IN CONNECTION, INTER ALIA, WITH THE COMPANY'S
PLACING PROGRAMME. A COPY OF THESE DOCUMENTS CAN BE FOUND ON THE
COMPANY'S WEBSITE AT NEWENERGY.GRESHAMHOUSE.COM/ESFPLC/ AND IS ALSO
AVAILABLE ON THE NATIONAL STORAGE MECHANISM AT
WWW.MORNINGSTAR.CO.UK/UK/NSM .
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
26 April 2019
GRESHAM HOUSE ENERGY STORAGE FUND PLC
("GHES" or the "Company")
NAV and operational update, declaration of dividend and placing
to fund acquisition pipeline
Highlights
-- NAV as at 31 March 2019 of GBP99.95 million, with NAV per Ordinary Share of 99.95 pence
-- Dividend of 1.4 pence per Ordinary Share announced for the
period from inception to 31 March 2019
-- Current portfolio comprises five fully operational energy
storage systems with a total capacity of 70MW
-- The Company benefits from an exclusive pipeline comprising
five additional projects with a total capacity of 182MW
-- From this pipeline the Company will
o acquire its first 5MW project since the IPO in the coming
weeks; and
o deploy remaining IPO proceeds by end of the year into a 50MW
project
-- Placing of up to 75 million new ordinary shares of 1 pence
each in the capital of the Company ("Placing Shares") at an issue
price of 101 pence per Placing Share to be used for further
pipeline acquisitions
Net Asset Value
GHES, the specialist investment company that invests in energy
storage systems in Great Britain, announces that its Net Asset
Value as at 31 March 2019 amounted to GBP99.95 million or 99.95
pence per Ordinary Share.
The Net Asset Value comprised investments in ESS Projects valued
at approximately GBP60.89m (gross of undistributed cash at the
project level) and cash and net current assets held on the balance
sheet of approximately GBP39.06m.
Dividend
The Company is pleased to announce an interim dividend of 1.4p
per Ordinary Share for the period from inception to 31 March 2019.
The dividend will be paid on 7 June 2019 to Shareholders on the
register as at the close of business on 17 May 2019. The
ex-dividend date is 16 May 2019.
The Company reaffirms its target to pay dividends totalling 4.5
pence per Ordinary Share in respect of the financial period to 31
December 2019. This is a target only and is based on current market
conditions as at the date of this announcement and is not a profit
forecast. There can be no assurance that this target will be met or
that the Company will make any distributions at all. This target
should not be taken as an indication of the Company's expected or
actual current or future results. The Company's actual return will
depend upon a number of factors, including but not limited to the
Company's net assets, income and the Company's ongoing charges
figure. Potential investors should decide for themselves whether or
not the return is reasonable and achievable in deciding whether to
invest in the Company. See further under the section headed "Risk
Factors" in the Prospectus.
In connection with the dividend payment and as required by the
Companies Act, the Company will shortly file initial accounts for
the period from inception to 28 February 2019 at Companies House.
The accounts once filed, will be available online at
newenergy.greshamhouse.com/esfplc/.
Operational update
On 17 October 2018, the Company published the Prospectus (as
supplemented by the Supplementary Prospectus) in connection with
its initial public offering and a Placing Programme for up to 200
million Ordinary Shares less the number of Ordinary Shares issued
on its initial public offering and 100 million Ordinary Shares were
subsequently admitted to trading on the Specialist Fund Segment on
13 November 2018.
The GBP100 million gross proceeds raised in November 2018 (the
"initial gross proceeds") were deployed, in part and after costs,
to acquire the Seed Portfolio of five fully operational ESS
Projects with a total capacity of 70MW for approximately GBP57
million. In addition, the Company expects to deploy further capital
into a capacity extension at one of the existing projects and
battery upgrades at several of the existing projects, activities
that were planned prior to acquisition.
The Company's next pipeline project, in Wolverhampton, is now
operational and the Company will acquire it once the provisional
acceptance certificate ("PAC") has been issued. Construction will
shortly commence on a 50MW project, which the Company has
exclusivity to purchase, following the PAC being issued.
Accordingly, it is expected that the initial gross proceeds will
be fully deployed by the end of the year. The Manager is also
working with lenders to put in place a borrowing facility for the
Company to finance future acquisitions.
The current portfolio generates revenues primarily from Firm
Frequency Response contracts with the National Grid. The Company is
pleased to report that the whole portfolio was successfully
exporting electricity during each of the three half-hour winter
peaks, known as Triads, for which the remuneration is particularly
enhanced. During 2019, operations will increasingly target the
asset optimisation (trading) strategy as it becomes more
profitable.
The Board and the Manager are satisfied with the technical
performance of the assets since IPO and the Manager continues to
improve operations and seek additional net income from the
projects.
The Capacity Market ("CM") scheme remains subject to a
"standstill" order due to the ECJ ruling last November. The Manager
believes the CM scheme is likely to be reinstated or replaced with
a similar mechanism. However, if it is not, the result may be more
volatile intraday electricity prices, increasing the opportunity
for ESS projects to generate revenues under the asset optimisation
model. This may offset any loss of income associated from the
withdrawal of the CM mechanism.
The Board and the Manager believe that Great Britain will
experience an increasing need for energy storage systems as the
proportion of total electricity supply from renewable sources
grows. The UK's exposure to renewable energy generation continues
to increase despite the removal of subsidies to onshore wind and
solar. Development of offshore wind in particular is likely to take
renewable generation to over 50 per cent. within two years,
according to government forecasts, generating an even more volatile
supply of electricity and power prices which underpins the
opportunity for ESS.
Research from Pöyry and Imperial College London dated May 2017
indicated total UK storage capacity rising from approximately 2.9GW
in 2020 to 20.3GW in 2030 in the central case, with a high case
seeing as much as 35GW of storage capacity by 2030. Bloomberg has
identified a total of just 694MW commissioned as at 31 March
2019.
The Board and Manager believe that the Company is
well-positioned to contribute to this growth by continuing to
acquire newly developed operational assets.
Placing
Today the Board announces a proposed non pre-emptive placing of
up to 75 million Placing Shares under the Placing Programme to
institutional investors (the "Placing"), at a price of 101 pence
per Placing Share (the "Placing Price"). The Placing Shares will
not rank for the dividend of 1.4 pence per Ordinary Share declared
by the Company today, but will otherwise rank pari passu with the
Company's existing Ordinary Shares in issue.
The Placing Price represents a discount of approximately 2.5 per
cent. to the closing middle market price of 105 pence per Ordinary
Share at the close of business on 24 April 2019 when adjusted for
the dividend declared today.
The Placing is being launched immediately following this
announcement and will close at 3:00 p.m. in London on 24 May 2019.
Cantor Fitzgerald Europe ("Cantor Fitzgerald") is acting as sole
bookrunner in connection with the Placing.
The Placing will allow the Company to commit to acquire further
ESS Projects, including some or all of the Exclusivity Portfolio
described in the Prospectus, once the appropriate development
milestones have been reached. It is expected that the net proceeds
of the Placing will be fully deployed by the end of the first
quarter of 2020.
Expected timetable
Placing opens 26 April 2019
Latest time and date for 3:00 p.m. GMT on 24 May 2019
receipt of Placing commitments
Announcement of the results 24 May 2019
of the Placing
Admission of the Placing As soon as practicable after
Shares to the Specialist 8.00 a.m. in London on 29
Fund Segment and dealings May 2019
commence
Crediting of CREST stock 29 May 2019
accounts in respect of
the Placing Shares
The Company, in consultation with Cantor Fitzgerald, reserves
the right to close the Placing early. In such event, the Company
will notify the market by the publication of a notice through a
Regulatory Information Service.
Details of the Placing
The Placing is conditional inter alia, on the Placing Shares
being admitted to trading on the Specialist Fund Segment of the
main market of the London Stock Exchange plc ("Admission").
The Placing is subject to the terms and conditions set out in
the Prospectus.
Cantor Fitzgerald will today commence a bookbuild process in
respect of the Placing at the Placing Price. The Placing will be
non pre-emptive pursuant to the terms set out in the Prospectus and
the book will open with immediate effect following this
announcement and is expected to close no later than 3:00 p.m. in
London on 24 May 2019 but may be closed earlier or later at the
discretion of the Company, in consultation with Cantor
Fitzgerald.
Details of the number of Placing Shares to be issued pursuant to
the Placing will be determined by the Company (following
consultation with Cantor Fitzgerald) and will be announced as soon
as practicable after the close of the Placing. The Company reserves
the right (following consultation with Cantor Fitzgerald) to
increase the number of Placing Shares to be issued, subject to a
maximum of 100 million Placing Shares. In the event of
oversubscription of Placing Shares, applications may be scaled back
at Cantor Fitzgerald's discretion, in consultation with the
Company. The Placing Shares will be allocated at the discretion of
Cantor Fitzgerald in consultation with the Company.
Application will be made for Admission of the Placing Shares.
Subject to Admission becoming effective, it is expected that
settlement of subscriptions by placees in respect of the Placing
Shares and trading in the Placing Shares will commence at 8.00 a.m.
in London on 29 May 2019, or such other time and/or date as may be
announced by the Company after the close of the Placing.
By choosing to participate in the Placing and by making a
legally binding commitment to acquire Placing Shares, investors
will be deemed to have read and understood each of this
announcement, the Prospectus and the Supplementary Prospectus in
its entirety and to be making such offer on the terms and subject
to the conditions contained in the Prospectus, and to be providing
the representations, warranties and acknowledgements contained in
the Prospectus.
Investors' attention is drawn to the detailed terms and
conditions of the Placing Programme set out in the Prospectus, in
particular, as set out in Part 15 therein.
Terms used in this announcement shall, unless the context
otherwise requires, bear the meanings given to them in the
Prospectus which can be found on the Company's website at
newenergy.greshamhouse.com/esfplc/.
Dealing codes
Ticker GRID
ISIN GB00BFX3K770
SEDOL BFX3K77
Further information
Gresham House New Energy
Ben Guest +44 (0) 20 3837 6270
Cantor Fitzgerald Europe
Richard Harris (sales)
Robert Peel (corporate +44 (0) 20 7894 8229
finance) +44 (0) 20 7894 7719
Alan Ray (corporate finance) +44 (0) 20 7894 8590
Montfort Communications greshamhouse@montfort.london
Gay Collins +44 (0) 779 862 6282
Louis Supple +44 (0) 203 770 7907
About the Company and the Manager
Gresham House Energy Storage Fund PLC owns a portfolio of five
utility-scale operational energy storage systems (known as ESS)
located in Great Britain. The portfolio has a total capacity of
70MW. 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 GBP100 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
sector having developed 70MW of Energy Storage Systems and
approximately 290MW of predominantly ground-mounted solar
projects.
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 the 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 Shares 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 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 Shares will not be entitled to the benefits
of the Investment Company Act. No offer, sale, resale, pledge,
delivery, distribution or transfer of the 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(1)(e) of the Prospectus Directive ("Qualified
Investors"). For the purposes of this provision, the expression
"Prospectus Directive" means Directive 2003/71/EC and includes any
relevant implementing measure in each member state of the European
Economic Area which has implemented the Prospectus Directive. 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. This announcement 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. The
returns set out the Prospectus are targets only. There is no
guarantee that any returns set out in the Prospectus 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 returns
set out in the Prospectus. 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. A full
explanation of risks is in the Prospectus. Potential investors
should therefore read the section of the Prospectus entitled "Risk
Factors" when considering an investment in 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 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
Shares or passed upon or endorsed the merits of the offering of
Shares or the adequacy or accuracy of this announcement.
Prospective investors should take note that the 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.
In accordance with the Packaged Retail and Insurance-based
Investment Products Regulation (EU) No 1286/2014, the Key
Information Document relating to the Company is available to
investors at http://newenergy.greshamhouse.com/esfplc/.
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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