Notice of General Meeting and Circular

RNS Number : 9764I

Gresham House Energy Storage Fund

22 April 2022

 

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 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 CONTAINS INSIDE INFORMATION.

22 April 2022

Gresham House Energy Storage Fund plc (the "Company")

Notice of General Meeting and Publication of Circular

Further to the announcement on 6 April 2022, Gresham House Energy Storage Fund plc, the UK's largest utility-scale battery energy storage fund, is today posting a Circular convening a general meeting (the "General Meeting") to be held at 3:00 p.m. on Friday, 13 May 2022 at The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF.

The Resolutions to be considered at the General Meeting include seeking Shareholder authority to make certain amendments to the Company's investment policy. The principal proposed amendments are as follows:

• to invest up to 10% of GAV in Ready-to-Build Projects which is expected to:

-  simplify and accelerate acquisition processes;

-  reduce the total acquisition cost by 5 - 10%;

-  remove or materially decrease related party transactions with the Gresham House Group which will potentially be helpful in facilitating a migration to the premium segment of the London Stock Exchange in due course;

• to invest up to 30% of GAV in ESS Projects in Overseas Jurisdictions which is expected to increase EBITDA and NAV growth over time by:

-  leveraging track record, reputation, scale and expertise;

-  diversifying into major OECD markets with similarities to the UK in terms of wholesale market structure, renewables growth and penetration where the market is often at an early stage resulting in stronger target returns compared with the UK; and

• to allow the acquisition of land in connection with ESS Projects.

In addition, in order to assist in financing pipeline opportunities alongside the Company's existing debt facility and accordion facility, the Board is also seeking Shareholder authority to disapply pre-emption rights over 400,000,000 new Ordinary Shares or new C Shares, in aggregate (the "New Shares"). Any future issue of such New Shares will be subject to the publication of a Prospectus in due course.

Further details of the relevant Resolutions are set out in the Circular which can be found on the Company's website at newenergy.greshamhouse.com/esfplc/ and will also be available on the national storage mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . Capitalised terms used in this announcement shall, unless the context requires otherwise, have the meanings given to them in the Circular. 

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.

Further information

Gresham House New Energy Ben Guest Rupert Robinson	[phone]
Jefferies International Limited Stuart Klein Gaudi Le Roux	[phone]
KL Communications Charles Gorman Will Sanderson Millie Steyn	[e-mail] [phone]

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, Northern Ireland and the Republic of Ireland. 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.

The Company targets a dividend of 7.0p per Ordinary Share in each financial year and a NAV total return in the range of 8 - 15 per cent. per annum. [1]

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.

IMPORTANT INFORMATION

This announcement has been prepared for information purposes only.

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 in this announcement 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 International Limited 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. This announcement and the Circular have not been approved by any competent regulatory or supervisory authority.

The information in this announcement includes 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 and 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, Jefferies International Limited 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.

 

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[1] These are targets only and not a profit forecasts. There can be no assurance that these targets will be met or that the Company will make any distributions at all. These target returns 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 number of New Shares issued pursuant to any share issuance programme under which the Company issues New Shares, the Company's net 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 or increase their investment in the Company. See further "Risk Factors" in Part II of the Circular.

 

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