TIDMGRID
RNS Number : 6855M
Gresham House Energy Storage Fund
25 May 2022
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO U.S. PERSONS OR IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR THEIR RESPECTIVE TERRITORIES OR POSSESSIONS, OR INTO ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF
ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION .
25 May 2022
Gresham House Energy Storage Fund plc
("GRID" or the "Company")
Proposed Placing
Gresham House Energy Storage Fund PLC, the UK's largest fund
investing in utility-scale battery energy storage systems, is
pleased to announce the first issue of new ordinary shares ("New
Ordinary Shares") pursuant to a new share issuance programme (the
"Share Issuance Programme") to be launched today (the "Initial
Placing"). Under the Initial Placing, the Company intends to raise
approximately GBP150 million through the issue of New Ordinary
Shares at a Placing Price of 145p per New Ordinary Share (the
"Placing Price").
The prospectus relating to the Share Issuance Programme
("Prospectus") is expected to be published shortly.
Highlights
-- Pipeline
o The Company intends to build on its leading market share and
significantly increase the size of its Portfolio by acquiring an
existing pipeline of 747MW of battery energy storage system
projects ("ESS Projects") in the UK and Ireland for which due
diligence is well under way for 647MW of this capacity (the
"Existing Pipeline").
o Based on the IRRs of the pipeline projects, GRID expects a
meaningful revaluation of projects, post-commissioning, at the
prevailing discount rate (10.7% WADR as at 31 March 2022) which, in
turn, is expected to be a positive driver of NAV growth over
time.
o Once, and assuming, the Existing Pipeline is fully
commissioned, the Portfolio is expected to grow to 1,597MW of
operational capacity.
o The majority of the Existing Pipeline is expected to be
financed by the net proceeds of the Initial Placing (the " Net
Proceeds ") and drawings under the Company's debt facilities.
-- Strong relative performance
o From the IPO in November 2018 to 31 March 2022, GRID delivered
a share price total return of 64.1% compared with 22.0% for the
FTSE All Share and a NAV total return of 58.8%.
o As at 24 May 2022, GRID's share price total return from IPO
had increased to 83.3% compared with 19.9% for the FTSE All
Share.
o GRID's last reported NAV as at 31 March 2022 was 131.89p per
ordinary share.
o The Manager expects GRID's 30 June 2022 NAV to be at the upper
end of the 140-145p per ordinary share guidance range announced on
6 April 2022.
-- On 13 May 2022, the Company received shareholder approval to,
amongst other approvals, allow it to acquire Ready to Build
projects. These changes should help facilitate a migration to the
premium segment of the London Stock Exchange in due course.
-- The Company has a dividend target of 7.0p per ordinary share
for the financial year to 31 December 2022, paid quarterly, which
represents a dividend yield of 4.8% at the Placing Price. [1]
-- Investors in the Initial Placing will be entitled to the
dividend for the three-month period to 30 June 2022 (1.75p
expected) to be declared in August 2022.
-- The Initial Placing is expected to close no later than 3.00
p.m. on 26 May 2022 (see further details below).
John Leggate CBE, Chair of Gresham House Energy Storage Fund plc
said:
"The substantial growth of solar and wind power, backed by the
strategic imperative of energy security and the zero-carbon energy
transition, underpins our core investment strategy. Growing
renewables deployment increases the pressure on power grids to
deliver reliable power for which battery storage has the immediate
capability and flexibility to achieve. The Gresham House team have
delivered excellent performance, well ahead of our target returns,
and have demonstrated their track record in impactfully deploying
the equity we have raised to date."
Ben Guest, Lead Fund Manager and Head of Gresham House New
Energy, commented:
"Power price volatility is a fundamental feature of
grid-connected renewable energy power systems. We have designed our
battery energy storage systems to effectively capture the growing
trading opportunity as renewables generation increases. With our
scale, disciplined cost management and performance of our assets,
we have been able to deliver strong returns to date. We plan to
significantly increase GRID's Portfolio over the next two years by
adding a further 10 projects totalling 747MW, including some of the
industry's largest batteries to date. The proceeds from this
Initial Placing will support that future growth and help the
Company continue to drive strong returns for Shareholders."
Use of Proceeds
The Company anticipates that the Net Proceeds of the Initial
Placing and drawings under the Company's debt facilities will fund
the majority of the Existing Pipeline. This pipeline (other than
Shilton Lane) is exclusive to the Company and represents an
attractive incremental addition to the existing Portfolio, which is
diversified by asset and location, including the Republic of
Ireland.
Details of the Existing Pipeline are as follows:
Battery
Capacity duration Target commissioning
Project Location (MW) (hours) date
Stairfoot North Yorkshire 40 1.0 Q2 2022
York North Yorkshire 50 1.0 Q4 2022
Bradford West West Yorkshire 87 2.0 Q1 2023
Elland 1 West Yorkshire 50 2.0 Q1 2023
Elland 2 West Yorkshire 100 2.0 Q3 2023
Monet's Garden North Yorkshire 50 2.0 Q2 2023
Lister Drive Merseyside 50 2.0 Q2 2023
Bradford West
2 West Yorkshire 100 2.0 H2 2023
Monvalet Rep. of Ireland 180 1.0 H1 2024
Shilton Lane Scotland 40 1.0 H1 2024
Total / Average 747 1.6
In addition to the Existing Pipeline, the Manager is assembling
a New Pipeline both in Great Britain and the Overseas
Jurisdictions. The most significant new opportunities are in Great
Britain (4GW), Ireland (1GW), Spain (1.5GW), and Australia (c.
0.7GW). These opportunities have been directly originated or
established through exclusive agreements with international
developers.
Further information
Jefferies International Limited ("Jefferies") is acting as sole
global coordinator, bookrunner and financial adviser to the Company
in connection with the Initial Placing and the Share Issuance
Programme. Jefferies will today commence a bookbuild process in
respect of the Initial Placing at the Placing Price. The Initial
Placing will be non-pre-emptive pursuant to the terms set out in
the Prospectus and is expected to close no later than 3.00 p.m. on
26 May 2022 but may be closed earlier or later at the absolute
discretion of Jefferies and the Company. Details of the number of
New Ordinary Shares to be issued pursuant to the Initial Placing
will be determined by the Board (following consultation with
Jefferies and the Manager) and will be announced as soon as
practicable after the close of the Initial Placing.
Application will be made for the New Ordinary Shares to be
admitted to trading on the Specialist Fund Segment of the London
Stock Exchange's main market ("Admission"). Admission is expected
to occur and dealings in the New Ordinary Shares is expected to
commence at 8.00 a.m. on 31 May 2022.
The New Ordinary Shares issued pursuant to the Initial Placing
will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of Admission.
For the avoidance of doubt, investors participating in the Initial
Placing will be entitled to receive the next quarterly dividend
declared by the Company relating to the quarter ending 30 June 2022
(1.75 pence expected) to be declared in August 2022.
The Initial Placing may be scaled back by the Company for any
reason, including where it is necessary to scale back allocations
to ensure the Initial Placing proceeds align with the Company's
post fundraise deployment targets.
By choosing to participate in the Initial Placing and by making
an oral and legally binding offer to subscribe for New Ordinary
Shares, investors will be deemed to have read and understood this
Announcement and the Prospectus in their entirety and to be making
such offer on the terms and subject to the conditions in the
Prospectus, and to be providing the representations, warranties and
acknowledgements contained therein.
Share Issuance Programme
The Company is implementing a Share Issuance Programme to issue
up to 400 million New Shares over a 12-month period, including for
the avoidance of doubt any New Ordinary Shares issued as part of
the Initial Placing. The relevant authorities for the Share
Issuance Programme were granted at the General Meeting held on 13
May 2022.
A copy of the Prospectus, when published, will be submitted to
the National Storage Mechanism and will shortly thereafter be
available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism as well as
on the Company's website at
https://greshamhouse.com/real-assets/new-energy-sustainable-infrastructure/gresham-house-energy-storage-fund-plc/
. Full details of the Terms and Conditions of the Initial Placing
will be made available in the Prospectus.
Expected timetable
Initial Placing
Initial Placing opens 25 May 2022
Initial Placing closes 3.00 p.m. on 26 May 2022
Announcement of the results of 7.00 a.m. on 27 May 2022
the Initial Placing
Initial Admission and crediting 8.00 a.m. on 31 May 2022
of CREST accounts in respect of
the Initial Placing
The dates and times specified above are subject to change. In
particular, the Directors may (with the prior approval of
Jefferies) bring forward or postpone the closing time and date for
the Initial Placing. In the event that a date or time is changed,
the Company will notify persons who have applied for New Ordinary
Shares by post, by electronic mail or by the publication of a
notice through a Regulatory Information Service.
References to all times are to London times unless otherwise
stated.
Dealing codes
Ticker GRID
ISIN for the Ordinary Shares GB00BFX3K770
SEDOL for the Ordinary Shares BFX3K77
Legal Entity Identifier (LEI) 213800MSJXKH25C23D82
Unless otherwise defined, capitalised terms used in this
announcement shall have the same meaning as set out in the
Prospectus to be published on or around 25 May 2022. 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.
For Further Information
Gresham House New Energy +44 (0)20 3837
Ben Guest 6270
Jefferies International Limited
Stuart Klein
Gaudi Le Roux +44 (0)20 7029
Harry Randall 8000
KL Communications gh@kl-communications.com
Charles Gorman +44 (0)20 3995
Charlotte Francis 6673
Millie Steyn
About the Company and the Manager:
Gresham House Energy Storage Fund plc seeks to provide investors
with an attractive and sustainable dividend over the long term by
investing in a diversified portfolio of utility-scale battery
energy storage systems (known as BESS) located in Great Britain and
the Overseas Jurisdictions. In addition, the Company seeks to
provide investors with the prospect of capital growth through the
re-investment of net cash generated in excess of the target
dividend in accordance with the Company's investment policy.
Gresham House Asset Management Limited 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.
www.greshamhouse.com
Definition of utility-scale battery energy storage systems
(BESS):
Utility-scale battery energy storage systems (BESS) are the
enabling infrastructure that will support the continued growth of
renewable energy sources such as wind and solar, essential to the
UK's stated target to reduce carbon emissions. They store excess
energy generated by renewable energy sources and then release that
stored energy back into the grid during peak hours when there is
increased demand.
DISCLAIMERS
This announcement which has been prepared by, and is the sole
responsibility of, the Directors of the Company has been approved
for the purposes of section 21 of the Financial Services and
Markets Act 2000 by Gresham House Asset Management Limited, which
is authorised and regulated by the Financial Conduct Authority.
This announcement has been prepared for information purposes
only.
This announcement is an advertisement and does not constitute a
prospectus relating to the Company and does not constitute, or form
part of, any offer or invitation to sell or issue, or any
solicitation of any offer to subscribe for, any shares in the
Company in any jurisdiction 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 or act as any inducement to enter into, any
contract therefor. Copies of the prospectus will be available from:
www.newenergy.greshamhouse.com/products/esf .
This announcement is not an offer to sell or a solicitation of
any offer to buy New Shares in the United States, Australia,
Canada, the Republic of South Africa, Japan, or any Member State of
the European Economic Area (other than the Republic of Ireland and
the Netherlands), 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
Jefferies 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 and Jefferies 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.
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, Jefferies 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.
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.
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.
Jefferies International Limited, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting only for the Company in connection with the matters
described in this announcement and is not acting for or advising
any other person, or treating any other person as its client, in
relation thereto and will not be responsible for providing the
regulatory protection afforded to clients of Jefferies or advice to
any other person in relation to the matters contained herein.
Neither Jefferies nor any of its directors, officers, employees,
advisers or agents accepts any responsibility or liability
whatsoever for this announcement, its contents or otherwise in
connection with it or any other information relating to the
Company, whether written, oral or in a visual or electronic
format.
Each of the Company, the Manager, Jefferies 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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: PROD 3 of the FCA's Product Intervention and
Product Governance Sourcebook (the "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 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 COBS 3.5 and 3.6 of the
FCA's Conduct of Business Sourcebook, respectfully and (ii)
eligible for distribution to retail investors through advised sales
only and to professional clients and eligible counterparties
through all distribution channels as are permitted by the Product
Governance Requirements (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the New Shares may decline and investors
could lose all or part of their investment; the New Shares offer no
guaranteed income and no capital protection; and an investment in
the New 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 Initial Placing
and the Share Issuance Programme.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of the FCA's Conduct of Business Sourcebook; 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 New Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Shares and determining
appropriate distribution channels.
PRIIPS (as defined below)
ln accordance with the UK version of Regulation (EU) No
1286/2014 of the European Parliament and of the Council of 26
November 2014 on key information documents for packaged retail and
insurance-based investment products, as it forms part of the law of
England and Wales by virtue of the European Union (Withdrawal) Act
2018, as amended, as further amended by UK legislation, from time
to time ("PRIIPs") and its implementing and delegated acts (the
"PRIIPs Regulation"), the Manager has prepared a key information
document (the "KID") in respect of the New Shares. The KID is made
available to "retail investors" prior to them making an investment
decision in respect of the New Ordinary Shares at
www.newenergy.greshamhouse.com/products/esf.
If you are distributing New Ordinary Shares, it is your
responsibility to ensure that the KID is provided to any clients
that are "retail clients".
The Manager is the only manufacturer of the Ordinary Shares for
the purposes of the PRIIPs Regulation and none of Jefferies or the
Company are manufacturers for these purposes. None of Jefferies or
the Company makes any representations, express or implied, or
accepts any responsibility whatsoever for the contents of the KID
prepared by the Manager nor accepts any responsibility to update
the contents of the KID in accordance with the PRIIPs Regulation,
to undertake any review processes in relation thereto or to provide
the KID to future distributors of New Ordinary Shares. Each of
Jefferies and the Company and their respective affiliates
accordingly disclaim all and any liability whether arising in tort
or contract or otherwise which it or they might have in respect of
the key information documents prepared by the Manager. Investors
should note that the procedure for calculating the risks, costs and
potential returns in the KID are prescribed by laws. The figures in
the KID may not reflect actual returns for the Company and
anticipated performance returns cannot be guaranteed.
[1] 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
amount raised pursuant to the Share Issuance Programme, the
Company's net income and the Company's ongoing charges figure.
Accordingly, investors should not place any reliance on these
targets in deciding whether to invest in New Shares or assume that
the Company will make any distributions at all. Potential investors
should decide for themselves whether or not the return is
reasonable or achievable in deciding whether to invest in the
Company.
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