TIDMGRID
RNS Number : 8115Z
Gresham House Energy Storage Fund
18 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR
ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO
ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE REX RETAIL OFFER AS A FINANCIAL
PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY,
THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMED (WHICH INCLUDES AN EXISTING SHAREHOLDER OF
GRESHAM HOUSE ENERGY STORAGE FUND PLC). ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE
ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF GRESHAM HOUSE ENERGY STORAGE FUND PLC.
18 May 2023
Gresham House Energy Storage Fund plc
("GRID" or the "Company")
REX Retail Offer
Gresham House Energy Storage Fund plc is pleased to announce a
retail offer via REX (the "REX Retail Offer") of ordinary shares
("Ordinary Shares") of 1p each in the capital of the Company, which
is only open to existing retail shareholders of the Company in the
United Kingdom (the "REX Retail Offer Shares")
In addition to the REX Retail Offer, the Company is also
conducting a placing of new ordinary shares (the "Placing Shares"
and together with the REX Retail Offer Shares, the "New Ordinary
Shares") through a bookbuild process (the "Placing"). The price of
the Placing Shares is 155.5 pence per New Ordinary Share. The price
of the REX Retail Offer Shares is equal to the Placing Price.
A separate announcement has been made earlier today regarding
the Placing and its terms. For the avoidance of doubt, the REX
Retail Offer is not part of the Placing.
The REX Retail Offer and the Placing are conditional on the New
Ordinary Shares being admitted to trading on the Specialist Fund
Segment of the London Stock Exchange plc ("Admission"). Admission
is expected to take place at 8.00 a.m. on 30 May 2023. Completion
of the REX Retail Offer is conditional, inter alia, upon the
completion of the Placing.
REX Retail Offer
The Company values its shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the
United Kingdom the opportunity to participate in the REX Retail
Offer via participating financial intermediaries.
Therefore, the Company is making the REX Retail Offer open to
eligible investors in the United Kingdom following release of this
announcement.
Expected timetable
REX Retail Offer opens 7.00 a.m. on 18 May 2023
REX Retail Offer closes 3.00 p.m. on 24 May 2023
Announcement of the results of the 25 May 2023
REX Retail Offer
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 Rex Retail Offer. In the event that a date or time is
changed, the Company will notify financial intermediaries who have
applied for New Ordinary Shares on behalf of retail investors by
post, by electronic mail or by the publication of a notice through
a Regulatory Information Service.
At the time of this announcement the following intermediaries
have confirmed their participation in the REX Retail Offer:
-- AJ Bell
-- Hargreaves Lansdown
-- interactive investor
Other retail brokers or wealth managers wishing to participate
in the REX Retail Offer on behalf of existing retail shareholders,
should contact info@rexretail.com .
To be eligible to participate in the REX Retail Offer,
applicants must be a customer of a participating intermediary and,
as at the date hereof, must be a shareholder in the Company.
Eligible investors wishing to subscribe for REX Retail Offer
Shares should contact their broker or wealth manager who will
confirm if they are participating in the REX Retail Offer.
There is a minimum subscription of GBP50 per investor. The terms
and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or
fee charges.
The Company reserves the right to scale back any order under the
REX Retail Offer at its discretion. The Company reserves the right
to reject any application for subscription under the REX Retail
Offer without giving any reason for such rejection.
It is vital to note that once an application for REX Retail
Offer Shares has been made and accepted via an intermediary, it
cannot be withdrawn.
The New Ordinary Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with existing
Ordinary Shares including the right to receive all dividends and
other distributions declared, made or paid after their date of
issue.
It is a term of the REX Retail Offer that the total value of the
REX Retail Offer Shares available for subscription at the Issue
Price does not exceed EUR 8 million (or the equivalent amount in
GBP, calculated in accordance with the Prospectus Rules Regulations
Sourcebook of the Financial Conduct Authority (the "FCA") .
The REX Retail Offer is offered in the United Kingdom under the
exemption from the requirement to publish a prospectus in section
86(1)(e) of FSMA. As such, there is no need for publication of a
prospectus pursuant to the Prospectus Regulation Rules of the FCA,
or for approval of the same by the FCA. The REX Retail Offer is not
being made into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the REX Retail Offer, and
investors' commitments will be made solely on the basis of the
information contained in this announcement and information that has
been published by or on behalf of the Company prior to the date of
this announcement by notification to a Regulatory Information
Service in accordance with the FCA's Disclosure Guidance and
Transparency Rules, the Market Abuse Regulation (EU Regulation No.
596/2014) ("MAR") and MAR as it forms part of United Kingdom law by
virtue of the European Union (Withdrawal) Act 2018 (as
amended).
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for REX Retail Offer
Shares and investment in the Company carries a number of risks.
Investors should take independent advice from a person experienced
in advising on investment in securities such as the REX Retail
Offer Shares if they are in any doubt.
An investment in the Company will place capital at risk. The
value of investments, and any income, can go down as well as up, so
investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered
a reliable indicator of future results.
The Company's website is available at:
https://greshamhouse.com/real-assets/new-energy/gresham-house-energy-storage-fund-plc/
The Company's LEI is 213800MSJXKH25C23D82
For further information:
REX Retail
Info@rexretail.com
About REX and the Manager
REX is a proprietary technology platform owned and operated by
Peel Hunt LLP (registered address at 7th Floor, 100 Liverpool
Street, London EC2M 2AT; FRN 530083). Peel Hunt LLP ("Peel Hunt")
is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for the Company and for no-one else and will not
regard any other person (whether or not a recipient of this
announcement) as its client in relation to the REX Retail Offer and
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for
providing advice in connection with the REX Retail Offer, Admission
and the other arrangements referred to in this announcement.
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 . The Manager is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for the
Company and for no-one else and will not regard any other person
(whether or not a recipient of this announcement) as its client in
relation to the REX Retail Offer and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in connection
with the REX Retail Offer, Admission and the other arrangements
referred to in this announcement.
This announcement should be read in its entirety. In particular,
the information in the "Important Notices" section of the
announcement should be read and understood.
Important Notices
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 FCA. 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 and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States
(including its territories and possessions, any state of the United
States and the District of Columbia (the "United States" or "US")),
Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction where
to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction.
The REX Retail Offer Shares have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or under the applicable state securities laws of
the United States and may not be offered or sold directly or
indirectly in or into the United States. No public o ering of the
REX Retail Offer Shares is being made in the United States. The REX
Retail Offer Shares are being o ered and sold outside the United
States in "o shore transactions", as de ned in, and in compliance
with, Regulation S under the US Securities Act ("Regulation S") to
non-US persons (within the meaning of Regulation S). In addition,
the Company has not been, and will not be, registered under the US
Investment Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for REX Retail
Offer Shares in the United States, Australia, Canada, New Zealand,
Japan, the Republic of South Africa, any member state of the EEA or
any other jurisdiction in which such offer or solicitation is or
may be unlawful. No public offer of the securities referred to
herein is being made in any such jurisdiction. No action has been
taken by the Company 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 to inform themselves about, and to observe,
such restrictions.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement 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 US Securities Act, and may not be
offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of
securities is being made in the United States.
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 .
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Company's
businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of Peel Hunt
or any of its affiliates, accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or
implied, as to this announcement, including the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company or associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of the announcement or its contents or
otherwise arising in connection therewith. Peel Hunt and its
affiliates, accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement. The REX Retail Offer
Shares to be issued or sold pursuant to the REX Retail Offer will
not be admitted to trading on any stock exchange other than the
London Stock Exchange.
It is further noted that the REX Retail Offer is only open to
investors in the United Kingdom who fall within Article 43 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (which includes an existing member of the
Company.)
This information is provided by RNS, the news service of the
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END
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