Commitment of Proceeds, New Pipeline and Placing

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.

1 July 2021

 

Gresham House Energy Storage Fund plc

("GRID" or the "Company")

 

Full commitment of existing cash proceeds, new pipeline and proposed Placing

 

 

Gresham House Energy Storage Fund plc, the UK's largest fund investing in utility-scale battery energy storage systems (BESS), is pleased to confirm that it has signed contracts for the acquisition of a further 425MW of projects from Gresham House Devco Limited (the "Current Pipeline") of which 275MW are proceeding into construction with commissioning targeted for Q1 2022 and the remaining 150MW will be built subject to funding and other conditions. Today's acquisition fully commits the equity funds raised in November 2020.

 

In addition to the Current Pipeline, the Company has expanded its exclusive pipeline by a further 427MW (the "Subsequent Pipeline"). The Company's intention is to build all the Subsequent Pipeline by the end of Q1 2023, subject to funding and other conditions, with most projects being commissioned by the end of 2022. The Subsequent Pipeline gives significant visibility on the potential expansion of the Company to over 1.2GW of operational assets.

 

In order to allow the Company to build on its leading market share and significantly increase the size of its Portfolio to take advantage of the compelling market opportunity for battery energy storage system projects, the Company today announces a proposed placing (the "Placing") to raise approximately £100 million through an issue of new Ordinary Shares in the capital of the Company ("New Ordinary Shares") at a price of 112.0 pence per Ordinary Share (the "Issue Price"). 

 

The net proceeds of the Placing are intended to finance the remaining two projects comprising the Current Pipeline totalling 150MW and 90MW from the Subsequent Pipeline.

 

The Issue Price represents a discount of 7.25% to the closing share price of 120.75 pence on 30 June 2021 and a premium of 5.0% to the last reported NAV of 106.66 pence as at 31 March 2021.

 

The Company has a dividend target of 7.0 pence per Ordinary Share for the financial year to 31 December 2021, to be paid quarterly, which represents a dividend yield of 6.25% at the Issue Price*. Investors in the Placing will be entitled to the dividend for the quarter-ending 30 September 2021 (1.75 pence expected).

 

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

 

"Battery storage is a strategic imperative for the UK to unlock its world-leading carbon reduction targets. GRID has the market-leading project origination, construction and operational experience to deliver a substantial part of the country's zero-carbon power infrastructure. The prospect of building lower-cost projects over the next 18 months is very exciting in terms of the value this is expected to unlock for our shareholders."

 

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

 

"We recently set out ambitious plans to significantly increase the size of our portfolio over the next two years, given the UK's need to increase battery storage capacity tenfold by the middle of this decade. Our increasing economies of scale, streamlined processes and systematic approach to deploying more battery storage capacity means we can increase our rate of deployment while reducing build costs. This growth will allow us to be significantly more competitive in delivering crucial flexible infrastructure for the UK's electricity market, positioning us well for the long term."

 

Use of Proceeds

 

The Company intends to use the net proceeds of the Placing to finance the construction of the two remaining BESS Projects from the Current Pipeline totalling 150MW (Grendon and Penwortham) and 90MW from the Subsequent Pipeline (Stairfoot and Project Y).

 

Based on the anticipated internal rates of return (IRRs) of incremental pipeline projects, the Company continues to expect a meaningful revaluation of projects, post-commissioning, at the prevailing discount rate which, in turn, is expected to be a positive driver of NAV growth over time. Given the scale of the Current Pipeline and Subsequent Pipeline, as a whole, the impact on NAV is expected to be significant over time.

 

The addition of projects comprising the Current Pipeline and Subsequent Pipeline, which are expected to be designed and built more cost-effectively than earlier projects, is expected to be transformational in terms of the revenue level at which the Company covers its dividend, its competitive position and the potential for value creation for shareholders.

 

The acquisition of BESS Projects is subject to completion of satisfactory legal, technical and financial due diligence. There can be no guarantee that the Company will invest in, or commit to, these BESS Projects.

 

Subject to the overall funding and delivery of the Current Pipeline and Subsequent Pipeline over time and including existing projects, the Company will own over 1.2GW of operational BESS Projects.

The details of the Current Pipeline are as follows:

Project	Location	Export capacity (MW)	Battery size (MWh)	Target Commissioning**
Melksham East & West	Swindon	100	100	Q1 2022
Enderby	Leicester	50	50	Q1 2022
West Didsbury	Manchester	50	50	Q1 2022
Coupar Angus	Co. Perth	40	40	Q1 2022
Arbroath	Co. Angus	35	35	Q1 2022
Grendon	Northampton	100	100	H2 2022
Penwortham	Preston	50	50	H2 2022
Total Current Pipeline:		425	425

 

Details of the Subsequent Pipeline are as follows:

Project	Location	Export capacity (MW)	Battery size (MWh)	Target Commissioning**
Stairfoot	South Yorkshire	40	TBC	Q1 2022
Monet's Garden	North Yorkshire	50	TBC	2022/Q1 2023
Lister Drive	Merseyside	50	TBC	2022/Q1 2023
Project E2	West Yorkshire	150	TBC	2022
Project B	West Yorkshire	87	TBC	2022
Project Y	York, N. Yorks.	50	TBC	2022
Total Subsequent Pipeline:		427	TBC

 

 

Trading update

 

Operationally, market conditions have remained favourable both in terms of recent cash generation as well as an improving backdrop for energy storage as commissioning of new renewable projects continues apace.  Accordingly, the Company is pleased to report that revenue and EBITDA performance in the second quarter of 2021 has continued at a similar level to the performance achieved in Q1 2021. Underpinning this performance has been the Company's delivering of Dynamic Containment services to National Grid, as well as taking advantage of trading opportunities as they arise. As a result, dividend cover is expected to be above 1.3x for the first half of 2021.

 

 

Benefits of the Placing

The Directors believe the issuance of New Ordinary Shares will have the following benefits for Shareholders:

 

·      The additional capital raised will enable the Company to take advantage of current and future investment opportunities thereby further diversifying its Portfolio;

 

·      Acquiring the pipeline of BESS Projects is accretive to the Company's cashflow per share based on base case revenue assumptions;

 

·      An increase in the market capitalisation of the Company, to over £500 million, will help to make the Company more attractive to a wider investor base;

 

·      It is expected that the secondary market liquidity in the Ordinary Shares will be further enhanced as a result of a larger and more diversified shareholder base;

 

·      The Company's fixed running costs will be spread across a wider shareholder base, thereby reducing the ongoing costs ratio; and

 

·      The issuance of New Ordinary Shares at a premium to NAV (over and above the costs of the Placing) will enhance the NAV per existing Ordinary Share.

 

Details of the Placing

 

The Placing is being conducted under the Company's existing Share Issuance Programme in accordance with the Company's prospectus dated 10 November 2020 (the "Prospectus").

 

Jefferies International Limited ("Jefferies") 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 Placing will be non-pre-emptive pursuant to the terms set out in the Prospectus and is expected to close no later than 1.00 p.m. on 9 July 2021 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 14 July 2021. 

The New Ordinary Shares issued pursuant to the Placing will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. For the avoidance of doubt, investors participating in the Placing will not be entitled to receive the quarterly dividend declared today by the Company relating to the quarter ending 30 June 2021 which has a record date of 9 July 2021.  

The Placing is not underwritten. The Placing may be scaled back by the Company for any reason, including where it is necessary to scale back allocations to ensure the Placing proceeds align with the Company's post fundraise acquisition targets. Details of the number of 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.

 

The Issue Price is 112.0 pence per New Ordinary Share. The Issue Price has been set by the Board following their assessment of market conditions.

 

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, the Prospectus and the Supplementary 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 Company's Prospectus (including its Supplementary Prospectus) is available for inspection on the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism as well as within the 'Key documents' section of the Company's website at https://greshamhouse.com/real-assets/new-energy-sustainable-infrastructure/gresham-house-energy-storage-fund-plc/. Full details of the Terms and Conditions of the Placing are available in the Prospectus.

Expected timetable

Placing opens	1 July 2021
Placing closes	1.00 p.m. on 9 July 2021
Announcement of the results of the Placing	7.00 a.m. on 12 July 2021
Admission and crediting of CREST accounts	8.00 a.m. on 14 July 2021

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 Ordinary Shares by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.

 

References to all times are to London times unless otherwise stated.

 

 

Dealing codes

 

Ticker	GRID
ISIN for the Ordinary Shares	GB00BFX3K770
SEDOL for the Ordinary Shares	BFX3K77
Legal Entity Identifier (LEI)	213800MSJXKH25C23D82

 

Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as set out in the Prospectus published on 10 November 2020 and the Supplementary Prospectus published on 20 May 2021.

 

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	+44 (0)20 3837 6270
Jefferies International Limited Stuart Klein Gaudi Le Roux	+44 (0)20 7029 8000
KL Communications Charles Gorman Will Sanderson Millie Steyn	[email protected] +44 (0)20 3995 6673

 

* 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.

 

About the Company and the Manager:

Gresham House Energy Storage Fund plc seeks to provide investors with an attractive and sustainable dividend over the long term by investing in a diversified portfolio of utility-scale battery energy storage systems (known as BESS) located in Great Britain, Northern Ireland and the Republic of Ireland. In addition, the Company seeks to provide investors with the prospect of capital growth through the re-investment of net cash generated in excess of the target dividend in accordance with the Company's investment policy.

 

The Company will target dividend payments of 7.0p per Ordinary Share in the financial year ending 31 December 2021 and in financial periods thereafter. The Company targets an unlevered Net Asset Value total return of 8% per annum, calculated net of the Company's costs and expenses. Once certain further asset management activities are completed and leverage is introduced to the Portfolio, the Company targets a levered Net Asset Value total return of 15% per annum, calculated net of the Company's costs and expenses*.

 

The current portfolio has a total capacity of 425MW. The Company is managed by Gresham House Asset Management Limited under the leadership of Ben Guest. The Company was admitted to trading on the London Stock Exchange (Specialist Fund Segment) on 13 November 2018 (the "IPO") having raised £100 million of gross proceeds from investors. Since IPO, the Company has raised a total of approximately £358 million of gross proceeds from investors.

 

Gresham House Asset Management is the FCA authorised operating business of Gresham House plc, a London Stock Exchange quoted specialist alternative asset manager. Gresham House is committed to operating responsibly and sustainably, taking the long view in delivering sustainable investment solutions.

 

www.greshamhouse.com

 

Definition of utility-scale battery energy storage systems (BESS)

Utility-scale battery energy storage systems (BESS) are the enabling infrastructure that will support the continued growth of renewable energy sources such as wind and solar, essential to the UK's stated target to reduce carbon emissions. They store excess energy generated by renewable energy sources and then release that stored energy back into the grid during peak hours when there is increased demand.

 

DISCLAIMERS

This announcement which has been prepared by, and is the sole responsibility of, the Directors of the Company has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by Gresham House Asset Management Limited, which is authorised and regulated by the Financial Conduct Authority.

This announcement has been prepared for information purposes only.

This announcement is an advertisement and does not constitute a prospectus relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to subscribe for, any shares in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor. Copies of the prospectus will be available within the 'Key documents' section of the Company's website athttps://greshamhouse.com/real-assets/new-energy-sustainable-infrastructure/gresham-house-energy-storage-fund-plc/. 

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

The Company has not been licensed for distribution with the Swiss Financial Market Supervisory Authority (FINMA) as a foreign collective investment scheme pursuant to Article 120 of the Swiss Federal Act on Collective Investment Schemes of 23 June 2006, as amended (CISA). Also, the Company has not appointed a Swiss paying agent and representative and therefore may not be distributed in Switzerland (as defined by Art. 3 para. 1 CISA). Accordingly, in Switzerland the Company's shares will only be offered and sold to prudentially regulated financial institutions pursuant to Article 10 para. 3 lit. a and b CISA; in addition, the Company's shares may be sold under the reverse solicitation exemption pursuant to Article 3 para. 2 lit. a CISA. The Prospectus and any other offering material relating to the Company's shares may only be handed out within these restrictions. Investors in the Company's shares do not benefit from the specific investor protection provided by CISA and the supervision by the FINMA.

This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold, resold, transferred or delivered directly or indirectly in the United States, or to, or for the account or benefit of, U.S. Persons, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The Company has not been and will not be registered under the US Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the Ordinary Shares will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Ordinary Shares may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. 

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This announcement may not be used in making any investment decision in isolation. This announcement on its own does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This announcement does not constitute or form part of and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement or its completeness.

The information and opinions contained in this announcement are provided as at the date of the announcement and are subject to change without notice and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, the Manager, Jefferies or any of their affiliates or by any of their respective officers, employees or agents to update or revise publicly any of the statements contained herein. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.

Potential investors should be aware that any investment in Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. Any data on past performance contained herein is no indication as to future performance and there can be no assurance that any targeted or projected returns will be achieved or that the Company will be able to implement its investment strategy or achieve its investment objectives. Any target returns published by the Company are targets only. There is no guarantee that any such returns can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the target returns of the Company.

The information in this announcement may include forward-looking statements, which are based on the current expectations, intentions and projections about future events and trends or other matters that are not historical facts and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereof) or other variations thereof or comparable terminology. These forward-looking statements, as well as those included in any related materials, are not guarantees of future performance and are subject to known and unknown risks, uncertainties 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.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK version of EU Directive 2014/65/EU on markets in financial instruments, as it forms part of the laws of England and Wales by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA") and as amended by UK legislation ("MiFID II"); (b) Articles 9 and 10 of the UK version of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II as it forms part of the laws of England and Wales by virtue of the EUWA and as amended by UK legislation; and (c) local implementing measures (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 New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary 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 MiFID II; 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 MiFID II (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 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 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 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 Gresham House Asset Management Limited 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".

Gresham House Asset Management Limited is the only manufacturer of the ordinary shares for the purposes of the PRIIPs Regulation and none of Jefferies or the Company are manufacturers for these purposes. None of Jefferies or the Company makes any representations, express or implied, or accepts any responsibility whatsoever for the contents of the KID prepared by Gresham House Asset Management Limited nor accepts any responsibility to update the contents of the KID in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide the KID to future distributors of New Ordinary Shares. Each of Jefferies and the Company and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the KID prepared by Gresham House Asset Management Limited. 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.