THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR RESTRICTED BY LAW.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE UK'S MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority ("FCA") and does not constitute a prospectus. Investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus to be published by Gore Street Energy Storage Fund plc (the "Prospectus") and not in reliance on this announcement. A copy of the Prospectus, once published, will be available on the Company's website (www.gsenergystoragefund.com). No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company. Approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus. Potential investors are recommended to read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with a decision to invest in the Company's securities. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation or recommendation to purchase, sell or subscribe for any securities or investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party.

29 March 2022

Gore Street Energy Storage Fund plc

(the "Company" or "Gore Street")

Proposed Placing, Offer for Subscription and Intermediaries Offer

Gearing Policy Clarification

Gore Street, London's first listed energy storage fund supporting the transition to low carbon power, is pleased to announce that further to its announcement on 22 March 2022, the Company is proposing to raise £75 million, via the issue of 68,181,818 new Ordinary Shares , at a price of 110 pence per Ordinary Share (the "Issue Price"), by way of an Initial Placing, Initial Offer for Subscription and Initial Intermediaries Offer (the "Initial Issue"). The Initial Issue could be upscaled subject to demand and Board discretion.

Any capitalised terms used but not otherwise defined in this announcement have the meaning set out in the Prospectus.

Initial Issue highlights

·    The Issue Price represents:

o  a discount of approximately 5.98% to the closing share price of 117 pence per Ordinary Share on Monday 21 March 2022 (prior to announcement of the Initial Issue and Share Issuance Programme),

o  a discount of approximately 4.35% to the closing share price of 115 pence per Ordinary Share on Monday 28 March 2022, and

o  a premium of approximately 5.87% to the last reported NAV of 103.9 pence per Ordinary Share as at 31 December 2021.

·    The net proceeds of the Initial Issue will be used to acquire and construct new projects in the Company's pipeline. The Investment Manager has identified a pipeline of investments with a total project size of over 1.3 GW in the UK and internationally, offering additional geographical portfolio diversification.

·    Investors in the Initial Issue are expected to benefit from an attractive level of dividend income and the prospects of capital appreciation over the long term, expected to be delivered with low volatility and uncorrelated to other asset classes.

·    The Initial Issue includes an intermediaries offer to enable retail investor participation. Details on how to invest and the participating intermediaries are outlined on the Company's website: www.gsenergystoragefund.com

·    The Initial Issue will be managed and conducted by the Company's Joint Corporate Brokers and Joint Bookrunners Shore Capital and J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove).

Prospectus publication and Share Issuance Programme

Following the Initial Issue, the Directors intend to implement a programme of subsequent issues of up to 750 million Ordinary Shares and/or C Shares (less the number of Ordinary Shares issued pursuant to the Initial Issue) to raise capital for further investment (the "Share Issuance Programme", each a "Subsequent Issue").

The prospectus (the "Prospectus") relating to the Initial Issue and the Share Issuance Programme is expected to be published shortly.

The Directors have reserved the right, in conjunction with the Joint Bookrunners, to increase the size of the Initial Issue to a maximum of 136,363,636 Ordinary Shares if overall demand exceeds 68,181,818 Ordinary Shares, with any increase being announced through a Regulatory Information Service.

The Initial Issue is conditional on, amongst other things, the approval of the Company's shareholders ("Shareholders") at a general meeting to be held at 11am BST on 11 April 2022 (the "General Meeting"), details of which were set out in the circular published by the Company on 22 March 2022.

Expected Timetable of Initial Issue

*The dates and times specified above are references to London times and are subject to change, in which event details of the new times and dates will be notified, as required, through an RIS. 

Dealing Codes

The dealing codes for the Ordinary Shares are as follows:

ISIN GB00BG0P0V73

SEDOL BG0P0V7

Ticker GSF

Alex O'Cinneide, CEO of Gore Street Capital, the Company's Investment Manager, commented:

"As predicted since Gore Street's IPO in 2018, the demand for energy storage has continued to grow exponentially in the UK, Ireland and internationally. The importance of energy security and the need to rapidly de-carbonise global economies is more important than ever before. Reflecting these trends, we are screening and executing ever larger transactions and have now built a portfolio with an aggregated capacity of over 700 MW.

Having closely analysed markets in North America and Western Europe over a number of years, we are delighted to have recently made our first investments in Germany and Texas, a transformative milestone for the growth and diversification of the Company's portfolio. These more nascent markets offer significant potential for growth opportunities but also provide complementary revenue streams to those received from our assets in the UK and Ireland. These assets, along with the rest of Gore Street's portfolio, also deliver an essential energy infrastructure service in those geographies and help them to reach their climate goals.

Meanwhile, the UK and Ireland continue to also offer significant potential opportunities for investment where Gore Street Capital has established itself as a pre-eminent investor. The proposed fundraise would enable us to execute on our ambitions for growth with the potential for investment in new acquisitions, while continuing our solid track record of capital discipline for the benefit of our shareholders."

Gearing policy clarification

The recently published Circular to shareholders (dated 22 March 2022) stated that, "The Board and the Investment Manager have undertaken a review of the Company's gearing policy to ensure that it is appropriate in light of the energy storage market's maturity and to allow for the ability to utilise debt, where appropriate and subject to the prior approval of the Board, to expand the size and scale of operations, support the development of an expanding portfolio, and ultimately to seek to enhance profitability. The Directors intend that the Company will maintain a conservative level of borrowings but that the maximum aggregate borrowings be increased from 15 per cent. to 50 per cent. of Gross Asset Value (calculated at the time of drawdown of the relevant borrowings)."

The Directors wish to clarify for Shareholders that, notwithstanding the above flexibility, the Board's gearing policy will firmly limit borrowings to no more than 30 per cent. of gross assets at any time. If in the future the Directors views on this policy were to change, they will revert to Shareholders for further approval.

Background to the Initial Issue

The Company was launched as a closed-ended investment company in May 2018 with the investment objective of providing Shareholders with an attractive level of income over the long term by investing in a diversified portfolio of utility scale energy storage projects. The Company has raised in excess of £330 million to date, which has been invested or committed for investment in accordance with the Company's investment objectives and policy, including the Company's first recently announced acquisitions in Germany and the United States.

Dividend

Investors in the Initial Issue will be entitled to receive the next quarterly dividend for the period end 31 March 2022. The Company will target dividends in respect of the Ordinary Shares in each financial year based on a 7 per cent. yield on the average Net Asset Value per Ordinary Share during that financial year, subject to a minimum target of 7 pence per Ordinary Share in each financial year. The annual target dividend will increase by 0.5 pence increments per Ordinary Share based on a certain progression of the average Net Asset Value per Ordinary Share in any financial year above 100 pence.

Market Opportunity

Utility scale energy storage is an increasing international priority as investment in intermittent renewable generation continues to grow. Recent geopolitical events have further underlined the importance of energy security, particularly in Europe and the critical services to the grid that Gore Street's assets provide. An ongoing significant renewable infrastructure investment alongside the move away from traditional baseload generation sources provide a compelling backdrop for energy storage investment opportunities to enable countries to reach their climate targets.

Pipeline

In addition to the Company's significant UK investment pipeline, the opportunities outside the UK have continued to grow considerably and there are potentially attractive opportunities available. As at the date of this announcement, the Investment Manager has identified a pipeline of over 1.3 GW. The pipeline includes a significant number of potential projects comprising 900 MW in GB, 375 MW in North America and 100 MW in Europe. The Investment Manager continues to work with several sources of potential pipeline projects, such as strategic partners, developers and EPC contractors.

The assets which form part of the Company's pipeline are flexible in terms of services and availability, and therefore present multiple and increasing revenue opportunities. The Investment Manager believes these additional revenue streams will become increasingly important as a means of diversification. Initially, projects were focused on: (a) frequency response services; (b) Triad avoidance services; and (c) capacity market services. Today, the Investment Manager is currently analysing projects that include: (i) balancing mechanisms; (ii) wholesale trading; (iii) distribution network cost saving; (iv) voltage control; (v) black start; and (vi) DS3 services in Ireland.

The Company intends to hold a diversified portfolio of energy storage projects with target unleveraged IRRs from its portfolio of projects of 10-12 per cent. (before fees and expenses of the Company) through multiple revenue streams which may be stacked on a single battery. The majority of the Group's revenues are currently derived from grid balancing services and/or wholesale trading.

High yield

The Company will target dividends in respect of the Ordinary Shares in each financial year based on a 7 per cent. yield on the average Net Asset Value per Ordinary Share during that financial year, subject to a minimum target of 7 pence per Ordinary Share in each financial year. The annual target dividend will increase by 0.5 pence increments per Ordinary Share based on a certain progression of the average Net Asset Value per Ordinary Share in any financial year above 100 pence (subject to rounding). For illustrative purposes only: if the average Net Asset Value per Ordinary Share during a financial year is 107 pence per Ordinary Share or greater (but less than 114 pence) the target dividend for that financial year will be 7.5 pence per Ordinary Share; if the average Net Asset Value per Ordinary Share during a financial year is 114 pence per Ordinary Share or greater (but less than 121 pence) the target dividend for that financial year will be 8.0 pence per Ordinary Share; and if the average Net Asset Value per Ordinary Share during a financial year is 121 pence per Ordinary Share or greater (but less than 128 pence) the target dividend for that financial year will be 8.5 pence per Ordinary Share. Dividends are paid quarterly and the Company will target a dividend of 2.0 pence per Ordinary Share for the first three interim dividends in each financial year and the amount of the final dividend will depend on the overall annual dividend target for that financial year.

Investors should note that the target dividend and target return are targets only and are not a profit forecast. There may be a number of factors that adversely affect the Company's ability to achieve its target dividend yield and/or target return and there can be no assurance that they will be met. The target dividend and target return should not be seen as an indication of the Company's expected or actual results or returns. Accordingly, investors should not rely on these targets in deciding whether to invest in the Shares or assume that the Company will make any distributions at all.

Addressable Market

Energy storage is a market which is undergoing continued and transformative growth in the UK and globally. The fundamental growth driver is the steady increase in intermittent renewable energy capacity combined with a need for grid stability and electricity price stability. Storage projects are well positioned to address these issues. As a result, energy storage is a key part of government energy policy, helping to deliver the low-carbon electricity sector that is the stated goal of the UK, the US, the EU and many other jurisdictions. The growth in energy storage assets is therefore anticipated to increase in these markets as the levers that drive their growth further develop. The Board, having been advised by the Investment Manager, considers that the Company remains ideally positioned to capitalise on this anticipated increase in demand for energy storage assets.

Growth potential in grid flexibility from decarbonising environment

During the Conference of the Parties (COP) 26 held in Glasgow in 2021, countries stressed the urgency of action required to reduce carbon dioxide emissions by 45 per cent. in order to achieve net zero around the mid-century. Countries were called to present stronger national action plans next year, instead of in 2025, the original timeline. Countries have also ultimately agreed to a provision for phasing-down coal power and phasing-out inefficient fossil fuel subsidies, therefore moving away from fossil fuels.

The increase of wind and solar renewable energy, which are intermittent sources of electricity, together with the closure of coal and nuclear power plants, is expected to create difficulties in balancing demand/supply of electricity in the system which creates tight capacity margins and which could, therefore, lead to blackout risks during peak demand. The Investment Manager expects that energy storage will increasingly be required to play an important role in managing critical balancing and frequency management services to stabilise the system and provide flexibility to the electricity market. Therefore, Shareholders will have early exposure to what the Investment Manager believes will be a dominant theme in energy investment over the coming years.

Further information

Shore Capital and J.P. Morgan Cazenove are acting as Joint Bookrunners to the Company in connection with the Initial Issue and the Share Issuance Programme. The Joint Bookrunners will today commence a bookbuild process in respect of the Initial Issue at the Issue Price. The Initial Issue will be non-pre-emptive pursuant to the terms set out in the Prospectus and is expected to close no later than 11.00 a.m. on 12 April 2022 but may be closed earlier or later at the absolute discretion of the Joint Bookrunners. Details of the number of Ordinary Shares to be issued pursuant to the Initial Issue will be determined by the Board (following consultation with Joint Bookrunners and the Investment Manager) and will be announced as soon as practicable after the close of the Initial Issue.

In the event that commitments received under the Initial Issue exceed the maximum number of Ordinary Shares available, applications under the Initial Placing, the Initial Offer for Subscription and the Initial Intermediaries Offer will be scaled back at the Joint Bookrunners' discretion (in consultation with the Company and the Investment Manager).

Application will be made for the Ordinary Shares to be admitted to trading on the premium segment of the London Stock Exchange's main market ("Admission"). Admission is expected to occur and dealings in the Ordinary Shares to commence at 8.00 a.m. on 14 April 2022. The Initial Issue is conditional on the requisite shareholder resolutions being passed at the General Meeting on 11 April 2022 and on Admission. 

The Ordinary Shares issued pursuant to the Initial Issue will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. For the avoidance of doubt, investors participating in the Initial Issue will be entitled to receive the next quarterly dividend declared by the Company relating to the quarter ending 31 March 2022. 

By choosing to participate in the Initial Issue and by making an oral and legally binding offer to subscribe for Ordinary Shares, investors will be deemed to have read and understood this announcement and the Prospectus in their entirety and to be making such offer on the terms and subject to the conditions in the Prospectus, and to be providing the representations, warranties and acknowledgements contained therein. 

A copy of the Prospectus, when published, will be submitted to the National Storage Mechanism and will shortly thereafter be available for inspection at: on the Company's website at (www.gsenergystoragefund.com) or via the National Storage Mechanism (https://data.fca.org.uk/#/nsm/nationalstoragemechanism). Full details of the Terms and Conditions of the Initial Placing, the Initial Offer for Subscription and the Initial Intermediaries Offer will be made available in the Prospectus.

The Legal Entity Identifier of the Company is 213800GPUNVGG81G4O21.

For further information:

Buchanan (Media enquiries)

JTC (UK) Limited, Company Secretary                                   Tel: +44 (0) 20 7409 0181

Disclaimer

This announcement has been issued by, and is the sole responsibility of, Gore Street Energy Storage Fund plc (the "Company"). The content of this announcement has been approved by Gore Street Capital Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for shares, in or into any jurisdiction in which such an offer or solicitation is unlawful. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company. Approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus. Potential investors are recommended to read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with a decision to invest in the Company's securities.

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 does not constitute, or form part of, an offer to sell or the solicitation of an offer to purchase or subscribe for any Company securities, directly or indirectly, in or into any of Australia, Canada, the Republic of South Africa, Japan or the United States. The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States, except pursuant to an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Outside the United States, the Shares may be sold to persons who are not "US Persons", as defined in and pursuant to Regulation S under the US Securities Act. No public offering of Shares is being made in the United States.

In addition the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement and the Prospectus, when published, should not be distributed, forwarded to or transmitted in any of Australia, Canada, the Republic of South Africa, Japan or the United States.

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 a recommendation concerning the Initial Issue, the Share Issuance Programme or any Subsequent Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. 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 Investment Manager, Shore Capital, J.P. Morgan Cazenove 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 the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. Any data on past performance contained herein is no indication as to future performance and there can be no assurance that any targeted or projected returns will be achieved or that the Company will be able to implement its investment strategy or achieve its investment objectives. Any target returns published by the Company are targets only. There is no guarantee that any such returns can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the target returns of the Company.

The information in this announcement may include forward-looking statements, which are based on the current expectations, intentions and projections about future events and trends or other matters that are not historical facts and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereof) or other variations thereof or comparable terminology. These forward-looking statements, as well as those included in any related materials, are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions about the Company and other factors, including, among other things, the development of its business, trends in its 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 Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together "Shore Capital"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the FCA, is acting exclusively for the Company and for no-one else in relation to the Initial Issue, the Share Issuance Programme or any Admission and the other arrangements referred to in this announcement. Neither Shore Capital nor J.P. Morgan Cazenove will regard any other person (whether or not a recipient of this announcement) as its client in relation to the Initial Issue, the Share Issuance Programme or any Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Initial Issue, the Share Issuance Programme or any Admission, the contents of this announcement or any transaction or arrangement referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital or J.P. Morgan Cazenove by the FSMA or the regulatory regime established thereunder, neither Shore Capital nor J.P. Morgan Cazenove makes any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement or any other statement made or purported to be made by it or on its behalf in connection with the Company, the Shares, the Initial Issue, the Share Issuance Programme or any Admission. Each of Shore Capital and J.P. Morgan Cazenove accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might have in respect of this announcement or any other statement.

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II"); (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II 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 UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the market price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the 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 Issues. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Shore Capital and J.P. Morgan Cazenove will, pursuant to the Initial Placing and each Subsequent Placing, only procure Placees who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of

suitability or appropriateness for the purposes of UK MiFID II; 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 Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

In accordance with the UK PRIIPs Regulation, a key information document in respect of the Ordinary Shares has been prepared and is available to investors at www.gsenergystoragefund.com. If you are distributing the Ordinary Shares, it is your responsibility to ensure that the key information document is provided to any clients that are "retail clients".