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.

18 June 2025

Gore Street Energy Storage Fund plc 

(the "Company" or "GSF") 

Dividend Declaration, Management Fee Changes, Shareholder Consultation, Capital Allocation and Strategy Update, and Unaudited NAV  

·   1 pence dividend declared, with an additional special dividend of 3 pence expected when proceeds from the sale of the Big Rock investment tax credits ("ITCs") are available for distribution.

·  Revised management fee structure effective from 1 October 2025, which will be based on the average of market capitalisation and NAV; performance fees (including in the event of a takeover), and termination fee payable in the event of a takeover have been removed, resulting in substantial fee reductions.

·   The Board has conducted an extensive shareholder consultation.

·  An independent advisor has been appointed to assess mid-term strategy options and inform a comprehensive capital allocation plan for the Company.

·   Both of the Company's recently energised US projects have reached Commercial Operations Date.

·   Proceeds from the sale of the Dogfish ITCs have been received; Big Rock is nearing an agreement for the sale of ITCs. Both are in line with previous guidance.

·   Unaudited NAV of 102.8 pence per share as at 31 March 2025 announced.

·   The Company's annual results are expected to be published on or around 17 July 2025.

Dividend Declaration

The Board of Directors has approved a dividend of 1.0 pence per ordinary share for the March-end 2025 quarter. The ex-dividend date will be 17 July 2025, followed by a record date of 18 July 2025. The dividend will be paid on or around 15 August 2025.

Any such dividend payment to Shareholders may take the form of either dividend income or "qualifying interest income", which may be designated as an interest distribution for UK tax purposes and, therefore, subject to the interest streaming regime applicable to investment trusts. Of this dividend declared of 1.0 pence per share, 0.7 pence is treated as qualifying interest income.  A further special dividend of 3p per share is expected as outlined below.

Management Fee Reduction

The Board undertook a review of fees, taking into account recent fee announcements from peer group funds and shareholder feedback. The Board agreed with its Alternative Investment Fund Manager (the "AIFM" or the "Investment Manager"), Gore Street Investment Management, to substantially revise the fees payable under the AIFM agreement, resulting in significant savings and better long-term alignment with shareholders. Under the current arrangements, the AIFM is entitled to a management fee equal to 1.0% per annum of adjusted net asset value.

The AIFM Agreement will be amended from 01/10/25 to make the following changes:

·    Management Fees: will be calculated as 1% per annum of the average (50:50) of market capitalisation and adjusted net asset value.[1] The fees will be subject to a cap of 1% of adjusted net asset value.

·    Performance fees: will be removed.

·    The notice period remains unchanged at 12 months.

·    Termination fee in the event of a takeover: will be removed.

Based on the average share price during the 2024 financial year, a c.22% or £1.14 million saving would have been achieved based on the revised management fee. This excludes any further savings that could have resulted from the removal of performance and exit performance fees. The other agreements with the Gore Street Capital group remain unchanged.

Shareholder Consultation, Future Dividends, and Capital Allocation and Strategy Update

In May and early June, the Company's Board conducted a comprehensive roadshow with shareholders to seek feedback on the Company's current market position, allocation of its cash balance, US ITCs and use of leverage. Options discussed included investing for sustainable growth, dividends, share buybacks, and debt repayment. A majority of investors consulted prioritised the distribution of ITC proceeds to shareholders and therefore the payment of dividends.

In addition to the Company's increasing cash flow from operations, the Company expects to sell its ITCs from the now-operational "Big Rock" asset in California, which when combined with those already received in relation to the Dogfish project are expected to be at the top end of the previous US$60-US$80 million guidance.

As a result, the Board of Directors today declares a 1 pence per share dividend, and expects, in the absence of any unforeseen factors, to distribute a further 3 pence per share once the proceeds from the sale of the Big Rock ITCs become available to the Company, which is expected in H2 2025. This dividend distribution structure meets the expectations of shareholders, but without increasing the Company's total debt and the associated costs.

Going forward, the Company will link dividend distributions with operational cash flow, rather than maintaining a fixed distribution target. This strategy underscores the Board's commitment to financial sustainability. Further details of the dividend policy will be included in the upcoming annual results.  

The Company holds 494.8 MW of construction-ready assets, and several of the existing GB and Irish assets have near-term augmentation potential. To evaluate the potential of these expansion opportunities and to assess mid-term strategy options and inform a comprehensive capital allocation plan for the Company, the Board has engaged an independent external adviser. The results of this exercise will be shared with the market in due course.

Until the conclusion of the review and the resulting capital allocation is announced, excess cash from the ITC proceeds will be used to repay the Company's revolving credit facility while maintaining the flexibility to fund future capital expenditure obligations of the portfolio companies.

Unaudited Net Asset Value as at 31 March 2025

The Company today announces an Unaudited Net Asset Value (NAV) as at 31 March 2025 of 102.8 pence per share, reflecting a decrease of 4.2 pence per share over the financial year. Inclusive of dividends paid during the year, the NAV total return amounts to 1.1%, bringing the NAV total return since IPO to 48%.

Board Succession

The Board acknowledges that three directors are due to retire in the next two years as the Company reaches its 8^th anniversary. The Board of Directors is committed to gradually completing the succession process. The Nomination and Remuneration Committee has been conducting a recruitment process throughout the year and aims to announce the first replacement director before the end of 2025.

Pat Cox, Chair of the Company, commented:

"The financial year has been transformative for GSF. We have more than doubled our energised capacity and begun operations in our fifth energy market. We also take pride in the ongoing resilience of the Company's valuations, which demonstrates the robust framework established over our years of operation and the appropriate assumptions used in the Company's valuations. In these particularly challenging times, the principles of transparency, integrity, and robust governance are more crucial than ever.

My colleagues and I continue to be committed to prioritising the interests of GSF shareholders. Having listened to shareholders and carefully considered their feedback, today we declare a 1 pence dividend, with the expectation to pay a special 3 pence per share dividend once the Big Rock ITC monies are available for us to distribute. I see this as a prudent step that avoids unnecessary borrowing costs, while still distributing excess cash to shareholders. We are also pleased to see a commitment from the Investment Manager by revising its fee arrangements with the Company, which is expected to result in a material saving for shareholders. This, together with the appointment of an independent advisor to the Board, alongside existing advisers, to advise on a mid-term strategy and a comprehensive capital allocation plan for the Company are positive steps forward."

Notice of Annual Results

The Company expects to release its audited results for the twelve months ended 31 March 2025 on 17 July 2025.

A virtual presentation for analysts will be held at 9:30 am BST on the day of the results. To register for the event, please contact gorestreet@buchanan.uk.com.

Additionally, the Investment Manager will hold a live presentation for investors relating to the Annual Results via the Investor Meet Company platform on 17 July 2025 at 11:00 am BST.

The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via the Investor Meet Company dashboard up until 9:00 am the day before the meeting or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet GORE STREET ENERGY STORAGE FUND PLC via:https://www.investormeetcompany.com/gore-street-energy-storage-fund-plc/register-investor

Following the presentation, materials will be posted on the Company's website: www.gsenergystoragefund.com

The person responsible for arranging for the release of this announcement on behalf of the Company is Benjamin Hanley of Gore Street Services Limited, Company Secretary.