Proposed Placing

Gresham House Energy Storage Fund

18 May 2023

 

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.

18 May 2023

Gresham House Energy Storage Fund plc

("GRID" or the "Company")

Proposed Placing

The Board of Directors of Gresham House Energy Storage Fund plc, the UK's largest fund investing in utility-scale battery energy storage systems ("BESS"), is pleased to announce a proposed placing of ordinary shares of 1p each in the capital of the Company (the "New Ordinary Shares") to institutional investors (the "Placing").

In addition to the Placing, there will be a separate offer made by the Company of New Ordinary Shares on the REX platform (the "Retail Offer") to provide existing retail shareholders of the Company in the UK only with an opportunity to acquire New Ordinary Shares. A separate announcement will be made shortly regarding the Retail Offer and its terms.

It is intended that the Placing and the Retail Offer (together, the "Issue") will result in the Company raising targeted gross proceeds of up to approximately £80 million. The total number of Placing Shares and Retail Offer Shares is expected to represent up to 10% of the Company's existing issued ordinary share capital.

Issue Highlights

From IPO in November 2018 to 31 March 2023, GRID delivered a NAV total return of 95.1%. This has been driven in large part by the scaling of the business, from 70MW at IPO, by integrating well-priced project acquisitions, the largest driver of NAV per share growth. 

GRID currently owns 590MW of operational projects and had EBITDA of £48.8m in 2022. In addition, GRID has 437MW of fully funded projects under construction in Great Britain targeting commissioning by the end of 2023, which will take operational capacity to over 1GW (1027MW; up c.80% year-on-year). This will drive EBITDA-earning capacity significantly. These projects contributed meaningfully to NAV per share growth in 2022 and will do so further as they are commissioned. 

GRID has identified a further 390MW of pipeline expected to commission in 2024 which it is now seeking to prioritise. This pipeline drives the continued scale-up of the business and is expected to create significant incremental shareholder value.

The 390MW pipeline comprises:

·    230MW of projects in Great Britain designed to a 2-hour duration which can be built using existing funds; and

·  160MW of solar with co-located 4-hour BESS projects in California, USA ("Project Iliad") requiring a total equity consideration through to commissioning of £135m.

Project Iliad has been progressed over the last six months, is subject to final documentation and confirmatory DD and is expected to generate significant NAV per share gains once fully commissioned and revalued on a DCF basis. GRID is therefore seeking to raise new equity through the Placing, the net proceeds of which are intended to primarily finance Project Iliad.

The issue price per New Ordinary Share is fixed at 155.5 pence per share (the "Issue Price").  GRID's NAV per share as at 31 March 2023 (net of the Q1 dividend of 1.8375 pence per share which goes ex-dividend today, 18 May 2023) is 153.77p. The last closing share price (on a cum-dividend basis) prior to announcement was 158.60 pence. Investors in the Placing will be entitled to the dividend for the quarter-ending 30 June 2023 (1.8375 pence expected).  The Placing is expected to close at 3.00pm on 24 May 2023.

Jefferies International Limited ("Jefferies" or "Placing Agent") is acting as sole global co-ordinator, bookrunner and financial adviser to the Company in connection with the Placing. Jefferies will today commence a bookbuild process in respect of the Placing at the Issue Price.

The maximum aggregate size of the Retail Offer will be capped at the sterling equivalent of €8 million. The Company is relying on an available exemption from the need to publish a prospectus approved by the Financial Conduct Authority in connection with the Retail Offer.

The New Ordinary Shares issued under the Placing and Retail Offer will be issued under the general authority to disapply pre-emption rights over 10% of the Company's ordinary share capital which was taken at the annual general meeting of the Company held on 30 June 2022. Accordingly, the maximum number of New Ordinary Shares capable of being issued under the Placing and the Retail Offer is 54,129,035. The Company's existing Share Issuance Prospectus which expires on 24 May 2023 will be closed with immediate effect.

John Leggate CBE, Chair of Gresham House Energy Storage Fund plc, said:

"In less than five years since our IPO, GRID has delivered a cumulative NAV total return of over 95%. These sector-leading returns have been driven by the team's disciplined focus on returns and capital allocation, applied to a rapidly scaling business, which has grown more than eight times since IPO."

"Today we are asking shareholders for incremental equity capital to support our first international acquisition, 160MW of solar plus co-located four-hour battery energy storage system projects in California with an attractive level of potential contracted revenues."

"As GRID continues to gain scale, the Company remains committed to exploring a move to the premium segment of the Main Market which should facilitate future FTSE index inclusion."

Ben Guest, Lead Fund Manager and Head of Gresham House New Energy, commented:

"We are excited about our incremental 2-hour BESS pipeline in Great Britain as well as our first US project which is focused on California, the most mature renewable market in the US."

"The US is seeing a rapid increase in renewable generation and is expected to see rapid electrification of energy consumption, both of which are boosted by incentives under the recently passed Inflation Reduction Act. We look forward to capturing the opportunity for shareholders and establishing a foothold in an attractive new market."

Description and Key Benefits of the US Pipeline

Project Iliad represents a broad relationship with a California-based developer comprising the initial purchase of rights to two projects (100MW and 60MW) in Southern California.  Each project comprises solar PV co-located with a 4-hour BESS. Key benefits include:

·      c. one third of revenues expected to be contracted for 20 years, and could be re-contracted thereafter

·      c. one third of solar revenues which are capable of being contracted via fixed price power purchase agreements

·      c. one third in merchant BESS revenues made up primarily of trading

·      early connection scheduled for late 2024

·      US investment tax credits (ITC) covering at least 30% of the total construction cost

Establishing a presence in the US via a transaction which has the potential to unlock meaningful further pipeline is an important milestone for GRID. If Project Iliad is not concluded, for due diligence reasons or otherwise, GRID will deploy the net proceeds of the Issue on its existing unfunded pipeline disclosed in its most recent investor factsheet (March 2023).

Directors and Manager intention to subscribe

Certain members of the Board of Directors have indicated they wish to subscribe for New Ordinary Shares as part of the Placing. Ben Guest, lead Fund Manager for GRID, has indicated that he intends to subscribe for at least 150,000 New Ordinary Shares.

Details of the Placing

The Placing will be non-pre-emptive pursuant to the terms set out in the Appendix below and is expected to close no later than 3.00 p.m. on 24 May 2023 but may be closed earlier or later at the absolute discretion of Jefferies and the Company.

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 to commence at 8.00 a.m. on 30 May 2023. 

The New Ordinary Shares issued pursuant to the Placing will rank pari passu in all respects with the Company's existing ordinary shares of 1p each, 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 Placing will not be entitled to receive the quarterly dividend relating to the quarter ended 31 March 2023, which has a record date of 19 May 2023, but will be entitled to receive the dividend for the quarter ending 30 June 2023 (1.8375 pence per share expected).

The Placing is not underwritten. The Placing may be scaled back by the Company for any reason. Details of the number of New Ordinary Shares to be issued pursuant to the 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 Placing.

By choosing to participate in the 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 to be making such offer on the terms and subject to the conditions in the Appendix below, and to be providing the representations, warranties and acknowledgements contained therein. 

Expected timetable

Placing opens	18 May 2023
Placing closes	3.00 p.m. on 24 May 2023
Announcement of the results of the Placing	7.00 a.m. on 25 May 2023
Admission and crediting of CREST accounts	8.00 a.m. on 30 May 2023

The dates and times specified above are subject to change. In particular, the Directors may (with the prior approval of Jefferies) bring forward, extend or postpone the closing time and date for the 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

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 Ben Guest Rupert Robinson	[phone]
Jefferies International Limited Stuart Klein Gaudi Le Roux Harry Randall	[phone]
KL Communications Charles Gorman Charlotte Francis	[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). 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 (i) an unlevered Net Asset Value total return of 8 per cent. per annum; and (ii) a levered Net Asset Value total return of 15 per cent. per annum.

Gresham House Asset Management Limited (the "Manager") 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. BESS also provide Frequency Response services whereby batteries import and export power with the aim to keep real-time supply and demand in near-perfect balance while also protecting against unexpected outages of major power plants.

* 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 Placing, the Company's net income and the Company's ongoing charges figure. Accordingly, investors should not place any reliance on this target in deciding whether to invest in New Ordinary 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.

** Commissioning dates are indicative only and are based on available data from ongoing due diligence.

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.

This announcement is not an offer to sell or a solicitation of any offer to buy New Ordinary Shares in the United States, Australia, Canada, the Republic of South Africa, Japan, or any Member State of the European Economic Area (other than to professional investors in 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 whole or in part, 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 of 1p each in the capital of the Company (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 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. 

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.

Appendix - Terms and Conditions of the Placing

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS OF THE PLACING SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND PARTICIPATION IN THE PLACING IS LIMITED AT ALL TIMES TO PERSONS WHO ARE RESIDENT IN THE UNITED KINGDOM AND (I) INVESTMENT PROFESSIONALS WITHIN THE MEANING OF PARAGRAPH (5) OF ARTICLE 19, CERTIFIED HIGH NET WORTH INDIVIDUALS WITHIN THE MEANING OF PARAGRAPH (2) OF ARTICLE 48 OR HIGH NET WORTH COMPANIES OR UNINCORPORATED ASSOCIATIONS WITHIN THE MEANING OF PARAGRAPH (2) OF ARTICLE 49, OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (SI 2005/1529) (the "FPO"); AND (II) QUALIFIED INVESTORS WITHIN THE MEANING OF UK VERSION OF REGULATION (EU) 2017/1129 AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION") WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") AND THE EU PROSPECTUS REGULATION (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.

THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.

All offers of the New Ordinary Shares will be made pursuant to an exemption under the UK Prospectus Regulation and/or EU Prospectus Regulation (as applicable) from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA"), does not apply.

The distribution of this Announcement, the Placing and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Manager or the Placing Agent or any of their respective affiliates that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, the Manager and the Placing Agent to inform themselves about and to observe any such restrictions.

Persons who are invited to and who choose to participate in the Placing (and any person acting on such person's behalf) by making an oral or written offer to subscribe for New Ordinary Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for New Ordinary Shares is given (the "Placees") will be deemed to have read and understood this Announcement (including this Appendix) its entirety, to be participating, making an offer and subscribing for New Ordinary Shares on the terms and conditions contained in this Appendix and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix. In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges, that:

1.               it is a Relevant Person and undertakes that it will subscribe for, hold, manage or dispose of any New Ordinary Shares that are allocated to it for the purposes of its business only;

2.               it is subscribing for the New Ordinary Shares for its own account or is subscribing for the New Ordinary Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement; and

3.               it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Announcement (including this Appendix).

No Prospectus

No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority (the "FCA") in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement, the Company's pre-investment disclosure document prepared for the purposes of Article 23 of the Alternative Investment Fund Managers Directive (2011/61/ EU), 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 and information publicly announced through a Regulatory Information Service (as defined in the listing rules of the FCA) by the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth contract note and/or placing confirmation, as applicable (the "Contract Note" or the "Placing Confirmation") sent to individual Placees. Placees understand and agree that the Publicly Available Information is correct as at the date it was published and, where applicable, has been superseded by subsequently released Publicly Available Information). Each Placee, by participating in the Placing, agrees that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Placing Agent, the Manager or the Company other than the Publicly Available Information and none of the Placing Agent, the Manager, the Company nor any person acting on such person's behalf nor any of their affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

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 "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, respectively 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 Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary 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 Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary 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 laws of England and Wales by virtue of the EUWA and as amended by UK legislation ("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 Ordinary 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 the Placing Agent or the Company are manufacturers for these purposes. None of the Placing Agent 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 the Placing Agent 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 KID 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.

Details of the Placing Agreement and the New Ordinary Shares

The Placing Agent has entered into a Placing Agreement with the Company and the Manager under which it has severally (and not jointly or jointly and severally) undertaken, on the terms and subject to the conditions set out in the Placing Agreement, to use reasonable endeavours to procure Placees for the New Ordinary Shares. In accordance with the terms of the Placing Agreement, the Company has agreed to allot and issue such shares to the Placing Agent accordingly, in each case at the Issue Price and on the terms set out in the Placing Agreement.

The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the New Ordinary Shares.

Applications for listing and admission to trading

Applications will be made to the FCA for admission of the New Ordinary Shares to listing on the Official List and to London Stock Exchange for Admission of the New Ordinary Shares.

It is expected that Admission will become effective on or around 8.00 a.m. on 30 May 2023 and that dealings in the New Ordinary Shares will commence at that time.

Bookbuild

The Placing Agent will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. All of the New Ordinary Shares are being offered at the Issue Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any New Ordinary Shares.

Principal terms of the Placing

1.               Jefferies International Limited is acting as placing agent to the Placing, as agent of the Company.

2.               Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Placing Agent to participate The Placing Agent and its affiliates are entitled to participate in the Placing.

3.               All of the New Ordinary Shares will be offered at the Issue Price of 155.5 pence per Issue Share.

4.               To apply for New Ordinary Shares in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at the Placing Agent. Each bid should state the number of New Ordinary Shares which a prospective Placee wishes to subscribe for. Applications may be scaled down by the Placing Agent on the basis referred to in paragraph 9 below.

5.               The Bookbuild is expected to close no later than 3:00 pm on 24 May 2023 but may be closed earlier or later at the discretion of the Placing Agent. The Placing Agent may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right to reduce the amount raised pursuant to the Placing in its discretion.

6.               Each Placee's allocation will be confirmed orally by the Placing Agent as soon as practicable following the close of the Bookbuild. The Placing Agent's oral confirmation of an allocation will give rise to a legally binding commitment by the Placee concerned, in favour of the Placing Agent and the Company, under which it agrees to subscribe for the number of New Ordinary Shares allocated to it on the terms and subject to the conditions set out in this Appendix and the Company's articles of association (the "Articles").

7.               The Company will announce the results of the Placing through a Regulatory Information Service following the close of the Bookbuild, detailing the aggregate number of the New Ordinary Shares to be issued at the Issue Price.

8.               Each Placee's allocation and commitment will be evidenced by a Contract Note and/or Placing Confirmation issued to such Placee by the Placing Agent. The terms of this Appendix will be deemed incorporated therein.

9.               The Placing Agent may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion and may scale down any bids for this purpose on such basis as they may determine or be directed in accordance with the terms of the Placing Agreement. The Placing Agent may also, notwithstanding paragraphs 5 to 7 above: (a) allocate New Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time and (b) allocate New Ordinary Shares after the Bookbuild has closed to any person submitting a bid after that time.

10.             Any application for New Ordinary Shares in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the Placing Agent's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Placing Agent, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of New Ordinary Shares such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee.

11.             Except as required by law or regulation, no press release or other announcement will be made by the Placing Agent or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

12.             Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all New Ordinary Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'.

13.             All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the Placing not being terminated on the basis referred to below under 'Termination of the Placing'.

14.             By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

15.             To the fullest extent permissible by law, neither the Placing Agent nor any of its affiliates nor any of their or their respective affiliates' agents, directors, officers or employees, respectively, shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Placing Agent nor any of its affiliates or holding companies nor any of its or its agents, directors, officers or employees shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Placing Agent's conduct of the Bookbuild or of such alternative method of effecting the Placing as the Placing Agent and the Company may agree.

16.             The Company and/or the Placing Agent may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it/they (in its/their absolute discretion) sees fit and/or may require any such Placee to execute a separate placing letter (for the purposes of this Announcement, a "Placing Letter"). The terms of this Announcement will, where applicable, be deemed to be incorporated into such Placing Letter.

Registration and Settlement

If Placees are allocated any New Ordinary Shares in the Placing, such allocation will be evidenced by Contract Note and/or Placing Confirmation, as applicable, confirming: (i) the number of New Ordinary Shares that such Placee has agreed to acquire; (ii) the aggregate amount that such Placee will be required to pay for such New Ordinary Shares; and (iii) settlement instructions to pay the Placing Agent as agent for the Company.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Placing Agent or otherwise as the Placing Agent may direct.

Settlement of transactions in the New Ordinary Shares (ISIN: GB00BFX3K770) following Admission will take place within the CREST system. Settlement through CREST will be on a T+2 basis unless otherwise notified by the Placing Agent and is expected to occur on 30 May 2023. Settlement will be on a delivery versus payment basis. However, the Placing Agent reserves the right in their absolute discretion, including in the event of any difficulties or delays in the admission of the New Ordinary Shares to CREST or the use of CREST in relation to the Placing, to require settlement in certified form. The Placing Agent reserves the right to require settlement for the New Ordinary Shares, and to deliver the New Ordinary Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing Bank of England rate as determined by the Placing Agent.

If Placees do not comply with their obligations the Placing Agent may sell any or all of their New Ordinary Shares on their behalf and retain from the proceeds, for its own account and benefit, an amount equal to the Issue Price of each share sold plus any interest due. Placees will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their New Ordinary Shares on their behalf.

If New Ordinary Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the Contract Note, Placing Confirmation and/or electronic trade confirmation is forwarded/sent immediately to the relevant person within that organisation. Insofar as New Ordinary Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such New Ordinary Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Placing Agent under the Placing Agreement are, and the Placing is, conditional on, amongst other things:

(a)             each of the Company and the Manager having complied with its obligations under the Placing Agreement;

(b)             each of the warranties contained in the Placing Agreement being true and accurate and not misleading in any respect (i) on the date of the Placing Agreement, (ii) at the date of Admission, in each case as if they had been repeated by reference to the facts and circumstances existing at such time;

(c)              Admission taking place not later than 8.00 a.m. on 30 May 2023.

If any of the Conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived or extended to the extent permitted by law or regulations in accordance with the Placing Agreement, or the Placing Agreement is terminated in accordance with its terms (as to which, see 'Termination of the Placing' below), the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Bookbuild each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under 'Termination of the Placing' below and will not be capable of rescission or termination by it.

The Placing Agent may, in its absolute discretion and upon such terms it thinks appropriate, waive satisfaction of all or any of the Conditions in whole or in part (to the extent permitted by law or regulation) or extend the time or date provided for satisfaction of any such conditions. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

Neither the Placing Agent nor any of its respective affiliates or holding companies nor any of their or its respective affiliates' or holding companies' agents, directors, officers or employees, respectively, nor the Company or its directors shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition to the Placing nor for any decision any of them may make as to the satisfaction of any Condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Placing Agent and the Company.

Termination of the Placing

The Placing Agent may, in its absolute discretion terminate the Placing Agreement in its entirety at any time up to and including Admission in certain circumstances, including (among others): (i) the Company's application, either to the FCA or the London Stock Exchange, for Admission is withdrawn by the Company or refused by the FCA or the London Stock Exchange (as appropriate); (ii) a breach by the Company or the Manager of the warranties or undertakings given to the Placing Agent under the Placing Agreement; (iii) the occurrence (in the good faith opinion of the Placing Agent) of a material adverse change in, or any development reasonably likely to involve a prospective material adverse change in or affecting, the ability of the Company to meet, amongst other things, its investment objectives or targets, or otherwise to implement its investment policy, whether or not arising in the ordinary course of business; (iv) and the occurrence of certain force majeure events which make it impracticable or inadvisable (in the good faith opinion of the Placing Agent) to continue with the Placing. Notice of termination may be communicated by the Placing Agent as soon as practicable to the Company by notice in writing.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.

By participating in the Bookbuild, each Placee agrees with the Company and the Placing Agent that the exercise by the Company or the Placing Agent of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Placing Agent (as the case may be) and that neither the Company nor the Placing Agent need make any reference to such Placee and that none of the Company, the Placing Agent, its respective affiliates or their or its respective affiliates' agents, directors, officers or employees, respectively, shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under 'Conditions of the Placing' above and will not be capable of rescission or termination by it after oral confirmation by the Placing Agent following the close of the Bookbuild.

Representations and warranties

By agreeing to subscribe for New Ordinary Shares, each Placee which enters into a commitment to subscribe for New Ordinary Shares will (for itself and any person(s) procured by it to subscribe for New Ordinary Shares and any nominee(s) for any such person(s)) be deemed to acknowledge, understand, represent and warrant to each of the Company, the Company's registrar (the "Registrar"), the Manager and Placing Agent that:

(a)             in agreeing to subscribe for New Ordinary Shares under the Placing, it is relying solely on this Announcement issued by the Company and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Placing. It agrees that none of the Company, the Manager, Placing Agent or the Registrar, nor any of their respective directors, officers, agents or employees, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have against any such persons in respect of any other information or representation;

(b)             if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for New Ordinary Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory or jurisdiction and that it has not taken any action or omitted to take any action which will or might reasonably be expected to result in the Company, the Manager, Placing Agent or the Registrar or any of their respective officers, agents or employees or affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;

(c)              it has carefully read and understands this Announcement in its entirety and acknowledges that it is acquiring New Ordinary Shares on the terms and subject to the conditions set out in this Announcement, the Articles in force as at the date of Admission and the contract note and/or placing confirmation, as applicable, referred to in paragraph ((k)) below (the "Contract Note" or the "Placing Confirmation"); or the Placing Letter (if any);

(d)             it has not relied on Placing Agent or any person affiliated with it in connection with any investigation of the accuracy of any information contained in this Announcement;

(e)             the content of this Announcement is exclusively the responsibility of the Company and neither Placing Agent, the Manager, the Registrar nor any person acting on their respective behalf nor any of their respective affiliates are responsible for or shall have any liability for any information, representation or statement contained in this Announcement or any information published by or on behalf of the Company and will not be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise;

(f)              no person is authorised in connection with the Placing to give any information or make any representation other than as contained in this Announcement and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, the Manager, the Registrar or Placing Agent;

(g)             it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;

(h)             the price per Issue Share is fixed at the Issue Price and is payable to Placing Agent on behalf of the Company in accordance with the terms of this Announcement and, as applicable, in the Contract Note and/or Placing Confirmation and the Placing Letter (if any);

(i)               it has the funds available to pay in full for the New Ordinary Shares for which it has agreed to subscribe and that it will pay the total subscription in accordance with the terms set out in this Announcement and, as applicable, as set out in the Contract Note and/or Placing Confirmation and the Placing Letter (if any) on the due time and date;

(j)              its commitment to acquire New Ordinary Shares under the Placing will be agreed orally or in writing (which shall include by email) with Placing Agent as agent for the Company and that a Contract Note and/or Placing Confirmation will be issued by Placing Agent as soon as possible thereafter. That oral confirmation or written agreement will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Placing Agent to subscribe for the number of New Ordinary Shares allocated to it at the Issue Price on the terms and conditions set out in this Announcement and, as applicable, in the Contract Note and/or Placing Confirmation and the Placing Letter (if any) and in accordance with the Articles in force as at the date of Admission. Except with the consent of Placing Agent such oral commitment will not be capable of variation or revocation after the time at which it is made;

(k)             its allocation of New Ordinary Shares under the Placing will be evidenced by Contract Note and/or Placing Confirmation, as applicable, confirming: (i) the number of New Ordinary Shares that such Placee has agreed to acquire; (ii) the aggregate amount that such Placee will be required to pay for such New Ordinary Shares; and (iii) settlement instructions to pay Placing Agent as agent for the Company. The terms of this Announcement will be deemed to be incorporated into that Contract Note and/or Placing Confirmation;

(l)               settlement of transactions in the ordinary shares of the Company following Admission will take place in CREST but Placing Agent reserves the right in its absolute discretion to require settlement in certificated form if, in its opinion, delivery or settlement is not possible or practicable within the CREST system within the timescales previously notified to the Placee (whether orally, in the Contract Note and/or Placing Confirmation, in the Placing Letter or otherwise) or would not be consistent with the regulatory requirements in any Placee's jurisdiction;

(m)            none of the ordinary shares of the Company have been or will be registered under the laws of any member state of the European Economic Area ("EEA") (a "Member State"), the United States, Canada, Japan, Australia, the Republic of South Africa or any other jurisdiction where the extension or availability of the Placing would breach any applicable law. Accordingly, the New Ordinary Shares may not be offered, sold, issued or delivered, directly or indirectly, within any Member State, United States, Canada, Japan, Australia, the Republic of South Africa or any other jurisdiction where the extension or availability of the Placing would breach any applicable law unless an exemption from any registration requirement is available;

(n)             it: (i) is entitled to subscribe for the New Ordinary Shares under the laws of all relevant jurisdictions; (ii) has fully observed the laws of all relevant jurisdictions; (iii) has the requisite capacity and authority and is entitled to enter into and perform its obligations as a subscriber for New Ordinary Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;

(o)             within the United Kingdom it is: (i) a qualified investor within the meaning of the UK Prospectus Regulation; (ii) a person who falls within Articles 49(2)(a) to (d), 19(1) or 19(5) of the FPO or is a person to whom the New Ordinary Shares may otherwise lawfully be offered whether under such Order or otherwise; and (iii) if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, it is a person to whom the New Ordinary Shares may be lawfully offered under that other jurisdiction's laws and regulations;

(p)             if it is a resident in a Member State, it is (a) a "qualified investor" within the meaning of the Article 2(e) of the EU Prospectus Regulation; and (b) otherwise permitted to be marketed to in accordance with the provisions of the Alternative Investment Fund Managers Directive as implemented in the relevant Member State in which it is located;

(q)             in the case of any New Ordinary Shares acquired by a Placee as a financial intermediary within the EEA as that term is used in the EU the Prospectus Regulation or within the United Kingdom as that terms is used in the UK Prospectus Regulation (i) the New Ordinary Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any EEA Member State or the United Kingdom other than qualified investors, as that term is defined in the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), or in circumstances in which the prior consent of Placing Agent has been given to the offer or resale; or (ii) where New Ordinary Shares have been acquired by it on behalf of persons in the United Kingdom or any EEA Member State or the United Kingdom other than qualified investors, the offer of those New Ordinary Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;

(r)              it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any New Ordinary Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

(s)              it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any Member State within the meaning of the EU Prospectus Regulation;

(t)              if it is outside the United Kingdom, neither this Announcement nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for New Ordinary Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and New Ordinary Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

(u)             if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for New Ordinary Shares, that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any such territory or jurisdiction and that it has not taken any action or omitted to take any action which will or might reasonably be expected to result in the Company, the Manager, the Registrar or Sponsor, or any of their respective officers, agents, employees or affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;

(v)             it does not have a registered address in, and is not a citizen, resident or national of, Canada, Japan, Australia, the Republic of South Africa or any jurisdiction in which it is unlawful to make or accept an offer of the New Ordinary Shares and it is not acting on a non-discretionary basis for any such person;

(w)            if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the United Kingdom) on the date of such Placee's agreement to subscribe for New Ordinary Shares under the Placing and will not be any such person on the date any such agreement to subscribe under the Placing is accepted;

(x)             (i) it has communicated or caused to be communicated and will communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the New Ordinary Shares  only in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person; and (ii) that no Placing Document is being issued by Placing Agent in its capacity as an authorised person under section 21 of the FSMA;

(y)             it is aware of and acknowledges that it is required to comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the in, from or otherwise involving, the United Kingdom;

(z)              it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, the UK Market Abuse Regulation and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

(aa)           it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement or any other offering materials concerning the Placing or the New Ordinary Shares to any persons within the United States or to any US Persons, nor will it do any of the foregoing;

(bb)          no action has been taken, or will be taken, in any jurisdiction other than the United Kingdom that would permit a public offering of the New Ordinary Shares in any country or jurisdiction where action for the purpose is required;

(cc)            it has not offered or sold and will not offer or sell any New Ordinary Shares to the public in any member state of the EEA except in circumstances falling within Article 1(4) of the EU Prospectus Regulation which do not result in any requirement for the publication of a prospectus;

(dd)          it represents, acknowledges and agrees to the representations, warranties and agreements as set out under the heading "United States Purchase and Transfer Restrictions" below;

(ee)          neither Placing Agent nor any of its affiliates, nor any person acting on Placing Agent's behalf is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and its participation in the Placing is on the basis that it is not and will not be a client of Placing Agent and that Placing Agent does not have any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertaking or indemnities otherwise required to be given by it in connection with its application under the Placing;

(ff)            save in the event of fraud on the part of Placing Agent, none of Placing Agent or any direct or indirect subsidiaries of Placing Agent or any other member of Placing Agent's group, nor any of their respective directors, members, partners, officers and employees shall be responsible or liable to a Placee or any of its clients for any matter arising out of Placing Agent's role as bookrunner and financial adviser or otherwise in connection with the Placing and that where such responsibility or liability nevertheless arises as a matter of law, the Placee and, if relevant, its clients, will immediately waive any claim against such persons which the Placee or any of its clients may have in respect thereof;

(gg)           that where it is subscribing for New Ordinary Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account; (i) to subscribe for the New Ordinary Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Announcement; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and/or Placing Agent. It agrees that the provision of this paragraph shall survive any resale of the New Ordinary Shares by or on behalf of any such account;

(hh)          it irrevocably appoints any director of the Company and any director or duly authorised employee or agent of Placing Agent to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the New Ordinary Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;

(ii)              if the Placing does not proceed or the conditions to the Placing Agreement are not satisfied or the New Ordinary Shares for which valid applications are received and accepted are not admitted to the Official List of the FCA and to trading on the London Stock Exchange for any reason whatsoever then none of Placing Agent nor the Company, the Manager and persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

(jj)             in connection with its participation in the Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and terrorist financing and that its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 in force in the United Kingdom (the "Money Laundering Regulations"); or (ii) subject to the Money Laundering Directive (2015/849/EC of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Regulations;

(kk)           due to anti-money laundering requirements, Placing Agent and the Company may require proof of identity and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, Placing Agent and the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify Placing Agent and the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been required has not been provided by it in a timely manner;

(ll)              it acknowledges and agrees that information provided by it to the Company or the Registrar will be stored both on the Company's and the Registrar's computer system and manually. It acknowledges and agrees that for the purposes of Data Protection Legislation, the Company, the Registrar, the Company Secretary and Placing Agent are each required to specify the purposes for which they will hold personal data. For the purposes of this document "Data Protection Legislation" shall mean any law applicable from time to time relating to the collection and/or processing of personal data and/or privacy, as in force at the date of this Announcement or as re-enacted, applied, amended, superseded, repealed or consolidated, including without limitation, the UK GDPR (as defined in the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019/419),  the UK Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679) and the Privacy and Electronic Communications (EC Directive) Regulations 2003, in each case including any legally binding regulations, directions and orders issued from time to time under or in connection with any such law. The privacy notice of the Company setting out how personal data will be used, stored, transferred or otherwise processed is available on the Company's website at www.greshamhouse.com.  For the purposes of the Data Protection Legislation, the Company, the Registrar and Placing Agent will only use such information for the purposes set out below (collectively, the "Purposes").  Such personal data will be held and processed for the following Purposes, being to:

(a)                   process its personal data (special categories of personal data (as defined in applicable Data Protection Legislation)) as required for or in connection with the holding of New Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it and effecting the payment of dividends and other distributions to shareholders;

(b)                   evaluating and complying with any anti-money laundering, regulatory and tax requirements in the respect of the Company;

(c)                    meeting the legal, regulatory, reporting and/or financial obligations of the Company in the UK or elsewhere;

(d)                   communicate with it as necessary in connection with the proper running of its business affairs and generally in connection with the holding of New Ordinary Shares;

(e)                   provide personal data to such third parties as are or shall be necessary in connection with the proper running of its business affairs and generally in connection with the holding of New Ordinary Shares or as Data Protection Legislation may require, including to third parties outside the United Kingdom or the EEA (subject to the use of a transfer mechanism which is approved at the relevant time by the European Commission or any other regulatory body which has or acquires the right to approve methods of transfer of personal data outside the UK); and

(f)                    process its personal data for the purpose of their internal record-keeping and reporting obligations.

(mm)        in providing the Company, the Registrar and Placing Agent with information, and to the extent that such information relates to a third party procured by a Placee to subscribe for New Ordinary Shares and any nominee for any such person, it hereby represents and warrants to the Company, the Registrar and the Placing Agent that it has obtained any necessary consents of the data subject whose data it has provided, to the Company, the Registrar and the Placing Agent and their respective associates holding and using their personal data for the Purposes (including, where required, special categories of personal data (as defined in applicable Data Protection Legislation) for the Purposes set out in paragraph (kk) above) and will make the list of "Purposes" for which the Company, the Registrar and the Placing Agent will process the data (as set out in clause (kk) of this Agreement) available to all data subjects whose personal data may be shared by it in the performance of this Agreement;

(nn)          the representations, undertakings and warranties contained in this Announcement and, as applicable, in the Contract Note and/or Placing Confirmation and the Placing Letter (if any) are irrevocable. It acknowledges that Placing Agent and the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, warranties and undertakings, and it agrees that if any of the representations, warranties or undertakings made or deemed to have been made by its subscription of the New Ordinary Shares are no longer accurate, it shall promptly notify Placing Agent and the Company;

(oo)          where it or any person acting on behalf of it is dealing with Placing Agent, any money held in an account with Placing Agent on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require Placing Agent to segregate such money, as that money will be held by Placing Agent under a banking relationship and not as trustee;

(pp)          any of its clients, whether or not identified to Placing Agent, will remain its sole responsibility and will not become clients of Placing Agent for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;

(qq)          the allocation of New Ordinary Shares shall be determined by Placing Agent in its absolute discretion (in consultation with the Company and the Manager) and that Placing Agent may scale down any commitments for this purpose on such basis as it may determine (which may not be the same for each Placee);

(rr)            time shall be of the essence as regards its obligations to settle payment for the New Ordinary Shares and to comply with its other obligations under the Placing;

(ss)            it authorises Placing Agent to deduct from the total amount subscribed under the Placing the commission (if any) payable to Placing Agent in accordance with the terms of the Placing Agreement;

(tt)            the commitment to subscribe for New Ordinary Shares on the terms set out in this Announcement and, as applicable, in the Contract Note and/or Placing Confirmation and the Placing Letter (if any) will continue notwithstanding any amendment that may in the future be made to the terms of the Placing and that it will have no right to be consulted or require that its consent be obtained with respect to the Company's conduct of the Placing; and

(uu)          the Company, the Manager, the Registrar and Placing Agent will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings and acknowledgements. You agree to indemnify and hold each of the Company, the Manager, the Registrar, Placing Agent and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of any breach of the representations, warranties, undertakings, agreements and acknowledgements in this Announcement.

United States purchase and transfer restrictions

By participating in the Placing, each Placee acknowledges and agrees that it will (for itself and any person(s) procured by it to subscribe for New Ordinary Shares and any nominee(s) for any such person(s)) be further deemed to represent and warrant to each of the Company, the Manager, the Registrar and Placing Agent that:

(a)             it is not a US Person (as defined under Regulation S of the US Securities Act of 1933, as amended) and it is not acquiring the New Ordinary Shares for the account or benefit of a US Person;

(b)             it acknowledges that the New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons; and

(c)              it acknowledges that the Company has not registered under the Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the Investment Company Act.

The Company, the Manager, Placing Agent and their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements.

If any of the representations, warranties, acknowledgments or agreements made by the Placee are no longer accurate or have not been complied with, the Placee will immediately notify the Company.

Supply and disclosure of information

If Placing Agent, the Registrar or the Company or any of their agents request any information about a Placee's agreement to subscribe for New Ordinary Shares under the Placing, such Placee must promptly disclose it to them and ensure that such information is complete and accurate in all respects.

Miscellaneous

The rights and remedies of the Company, the Manager, Placing Agent and the Registrar under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

On application, if a Placee is an individual, that Placee may be asked to disclose in writing or orally, his nationality.  If a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placee's risk. They may be returned by post to such Placee at the address notified by such Placee to Placing Agent.

Each Placee agrees to be bound by the Articles (as amended from time to time) once the New Ordinary Shares, which the Placee has agreed to subscribe for pursuant to the Placing, have been acquired by the Placee. The contract to subscribe for New Ordinary Shares under the Placing and the appointments and authorities mentioned in this Announcement and all disputes and claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Company, the Manager, Placing Agent and the Registrar, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against the Placee in any other jurisdiction.

In the case of a joint agreement to subscribe for New Ordinary Shares under the Placing, references to a "Placee" in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

Placing Agent and the Company expressly reserve the right to modify the Placing (including, without limitation, the timetable and settlement) at any time before allocations are determined. The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated. Further details of the terms of the Placing Agreement are set out above under the heading "The Placing".

The agreement to settle a Placee's subscription of the New Ordinary Shares (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the New Ordinary Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty from each Placee, that the New Ordinary Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the New Ordinary Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the New Ordinary Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Placing Agent will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of New Ordinary Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, the Placing Agent and its affiliates in the event that any of the Company and/or the Placing Agent have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Placing Agent accordingly.

 

END