Annual Report of
Gore Street Energy
Storage Fund Plc
For the year ended 31 March 2022
DocuSign Envelope ID: AD797FB2-C8DE-45DC-B15A-A54F62DA2E7E
Overview
1 Overview and Highlights
21 Chair’s Statement
Strategic Report
28 Investment Manager’s Report
53 Sustainability
57 Principal Risks and Uncertainties
Governance
63 Directors’ Report
68 Section 172 Statement
70 Statement of Directors’ Responsibilities
71 Corporate Governance Report
78 The Board of Directors
80 The Investment Committee
83 Audit Committees Report
87 Remuneration & Nomination Committee Report
91 Management Engagement Committee Report
93 Independent Auditor’s Report
Financial Statement
100 Statement of Comprehensive Income
101 Statement of Financial Position
102 Statement of Changes in Equity
104 Statement of Cash Flows
105 Notes to the Financial Statements
126 Directors and Advisors
Contents
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OverviewOverview
Launched in 2018, Gore Street Energy
Storage Fund plc (“GSF” or “the Company”)
is Londons first listed energy storage fund.
As of the date of publication, the Company
is the only UK-listed Energy Storage fund
with a diversified operational portfolio
located across four different national grids.
The Company is one of the principal owners and operators
of battery storage facilities in Great Britain and Ireland, and
as of the date of publication, owns and operates facilities
in Western Mainland Europe and the US. It is listed on the
Premium Segment of the London Stock Exchange and
included in the FTSE All-Share Index.
Energy storage technologies can enhance power system
stability and flexibility and are key tools for balancing out
variability in renewable energy generation, which allows the
integration of more renewable energy supply into power grids.
In this way, energy storage is critical to the renewable and
low-carbon energy transition.
GSES 1 Limited is a wholly owned subsidiary of the Company,
and it is the entity that holds the Company’s Assets (referred
to as the ‘Company’s portfolio’ or ‘GSF’s portfolio’). As of
the date of publication, GSF’s portfolio consists of 668
1
megawatts (MW) of utility-scale energy storage assets across
the UK, the Republic of Ireland, Germany, and the United
States, of which 291 MW are operational and 377 MW are at
varying stages of construction. The Company also counts on
an additional 1.57 gigawatts (GW) of pipeline projects across
the Company’s key markets.
The Company has been awarded the London Stock
Exchanges Green Economy mark, which recognises leading
companies and funds that derive more than 50 per cent
of revenues from products and services that contribute to
environmental objectives.
GSF is an Investment Trust managed by Gore Street Capital
Limited (the “Investment Manager”)
2
, which is a full-scope
Alternative Investment Fund Manager (“AIFM”), authorised
and regulated by the UK’s Financial Conduct Authority
(“FCA”). The Company has an independent board of non-
executive directors that engages constructively with the
Investment Manager on an ongoing basis.
The Investment Manager was formed in 2015 as a platform
to acquire, develop and manage global renewable energy
assets. The Investment Manager’s investment, technical
and operating team has a wealth of combined experience in
sourcing, structuring the acquisition of, and managing the
construction and operation of energy assets worldwide.
The Investment Manager oversees the acquisition,
development, and management of the Company’s
operations and has been responsible for the Company’s
portfolio development and growth since the Company’s
inception. Through its subsidiary, Gore Street Operational
Management Limited (the “Operations Manager” or
“GSOM”),
3
the Investment Manager has oversight of the
efficient and cost-effective buildout of energy storage assets
from acquisition through to commissioning. The Operations
Manager is also responsible for the supervision of asset
management, fault correction, and revenue optimisation
strategies across the portfolio.
4
The Company is authorised to invest up to 60 per cent.
of Gross Asset Value into opportunities outside of the UK
and the Republic of Ireland, into target developed markets
in North America, Western Europe, Australia, Japan, and
South Korea.
5
The Company’s recent expansion into the
United States and Germany is indicative of the Investment
Manager’s appetite for capitalising on available and attractive
opportunities for targeted growth.
1 The 668 MW portfolio includes the four assets totalling 39.8 MW in Texas, US, acquired from Perfect Power Solutions after the reported period in April 2022.
2 Operational management services are provided to the Company by Gore Street Operational Management Limited (the “Operations Manager” or “GSOM”), a
subsidiary of the Investment Manager.
3 Formerly Gore Street Technical Management Limited.
4 The Investment Manager and Operations Manager are collectively referred to as the “Manager”.
5 The increase in the percentage of non-UK and Irish investments from 40 per cent. of Gross Asset Value, to 60 percent of GAV (in each case calculated at the
time of investment) was approved by shareholders in the April 11, 2022, General Meeting.
About Us
1
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Overview & Highlights
DocuSign Envelope ID: AD797FB2-C8DE-45DC-B15A-A54F62DA2E7E
2
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Overview
Corporate
Purpose
The Company aims to provide investors with a sustainable
and attractive dividend, generated from long-term investment
in a diversified portfolio of utility-scale energy storage assets.
The Company targets a dividend payment to shareholders at
an annual rate of 7 per cent. of Net Asset Value per Ordinary
Share, with a minimum target of 7 pence per Ordinary Share
6
.
In addition, the Company seeks to provide investors with 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 has committed to disclose its Environmental,
Social and Governance (“ESG”) principles through its voluntary
compliance with Article 8 of the EU ‘Sustainable Finance
Disclosure Regulation’ (SFDR). GSF will disclose relevant
environmental and social data assessing the Company’s
alignment with the SFDR requirements, as part of its first ESG
Pillars Report, in August 2022. The ESG Pillars Report will be
published annually thereafter, in order to provide investors with
visibility of the Company’s plans for continued integration of
target ESG principles into the Company’s business activities,
from acquisition to construction and through the period of an
asset’s operations.
National grids face challenges in matching the demand for
electricity with fluctuating power system supply. This challenge is
exacerbated by the intermittent nature of some renewables. Much
of the renewable power supply is weather dependent: the sun
does not always shine, the wind does not always blow at the same
speed, and this makes renewable energy sources, such as solar
and wind, less predictable as sources of power, over a longer
period, than fossil fuels. On the other hand, electricity demand
follows a predictable pattern, rising during the day, summer, and
winter months, and falling at night.
Energy storage can be used to solve the problem of intermittency
of supply against predictable demand patterns in the short
term through a battery’s ability to store power, including energy
generated by wind or solar and then sell (or “trade”) such stored
power (including sustainably generated power) for use at times of
excess demand. Energy storage is also used to reduce the risk of
brownouts and blackouts resulting from the increased integration
of wind, solar and other intermittent sources of power into the
global power infrastructure. The introduction of larger volumes of
intermittent forms of energy into electricity networks affects the
quality of available power and therefore the stability of the grid.
Battery storage has proven itself a well-suited tool to provide the
system stability necessary to avoid blackouts (typically caused by
voltage surges) and to manage other power quality issues.
Driven by renewable deployment, the global energy storage
market has exceeded installations of 11 GW / 24 GWh per
annum and is predicted to grow to 26 GW / 60 GWh per annum
by 2025.
7
Why Energy
Storage?
6 Effective for the quarter to 31 March 2022, 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.
7 Bloomberg NEF, July 2021. ‘2H 2021 Energy Storage Market Outlook. Leap Ahead’.
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Overview
3
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
The Investment Proposition
Investment Objective and Target Yield
The Company seeks to provide investors with a sustainable
and attractive dividend over the long term by investing in
a diversified portfolio of utility-scale energy storage projects.
The Company will target dividends in each financial year based
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 target dividend will
increase by 0.5 pence per Ordinary Share for each 7.0 pence
increase in average Net Asset Value per Ordinary Share in any
financial year above 100 pence. In addition, the Company seeks
to provide investors with an element 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.
Diversified Portfolio and Revenue Stream
The Company holds
8
and operates a diversified portfolio
of lithium-ion energy storage assets in four markets
9
, including
291.6 MW of operational assets (earning revenues) and
376.8 MW projects under construction. Lithium-ion batteries
deliver multiple grid balancing and power quality services
to power grids and present power trading opportunities.
Consequently, batteries generate multiple revenue streams.
It is the Company’s intention that no single project or interest
in any project will have an acquisition value of greater than
20 per cent. of Gross Asset Value of the Group as a whole
(calculated at the time of acquisition). Geographical and revenue
contracting risks will be diversified between GB, Ireland, the
United States, Germany, and other target markets.
Proven Technology & Capability
Energy storage systems are utilised by power grid systems
to aid in regulating power security, ensuring power quality
and in balancing electricity demand. The Company is
committed to maintaining best-in-class practices in the design
and management of its systems, and to ensuring adequate
health and safety standards are kept. Its operational discipline
is not only relevant from an environmental perspective but
also ensures that its fleet of assets are dependable generators
of revenue. The Company represents a substantial 13percent.
market share of the Dynamic Containment (“DC”) market
in Great Britain, and, in Ireland, it accounts for 55 per
cent. of the ‘Delivering a Secure Sustainable Electricity
System’ (“DS3”) capped contracts, and 13 per cent. of DS3
uncapped agreements, inclusive of the provision of reactive
power services. GSF’s market share of large-scale battery
storage services delivering grid balancing services not only
demonstrates the Company’s scale but also confirms its
operational and technological reliability.
10
Market Leadership
The Investment Manager was one of the first movers to deploy
privately owned grid-scale battery projects in GB. It was also
one of the first to successfully enter and deliver services in the
energy storage market in Ireland, where the Company continues
to hold a substantial market share. As of the date of publication,
the Company has also entered energy markets in the United
States and Germany.
The Investment Manager is comprised of industry experts,
thought leaders, and financial professionals, who leverage their
collective expertise and work collaboratively alongside industry
leaders on system design, procurement, and asset construction.
8 GSES 1 Limited is a wholly owned subsidiary of the Company, and it is the entity that holds the Company’s Assets (referred to as the ‘Company’s portfolio’ or ‘GSF’s
portfolio’).
9 As of the date of publication.
10 Further details on the Company’s market share are explained in the ‘Market Share’ section below.
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Overview
Environmental Sustainability, Social
Impact and Governance
Energy storage is a critical piece of the infrastructure
used to solve the challenge of intermittency of supply from
weather-dependent, variable renewable energy sources, against
predictable demand patterns. As a sole-play energy storage
fund, the Company takes pride in its contribution to supporting
clean energy ambitions for increased integration of renewable
energy into global power systems.
The Board of Directors of the Company is responsible for
defining the Company’s environmental strategy and has
committed to measuring and reporting the Company’s
environmental sustainability in accordance with the SFDR
framework, which will be available on the Company’s website in
August 2022. This will provide investors greater assurance and
transparency around the Company’s environmental
strategy. The Investment Manager is responsible for the
day-to-day implementation of that environmental strategy,
including the evaluation and possible amendment of the
Company’s construction and asset management processes
as necessary to embody or improve environmental
measurements under the SFDR framework.
The Board of Directors of the Company is responsible
for defining the Company’s social impact strategy and has
committed for the Company to measure and report the social
impact of its investments in accordance with the
SFDR framework.
A summary of the Company’s performance under SFDR
and under the United Nation’s Sustainable Development
Goals (SDG) is provided in the Company’s first ESG Pillars
Report which will be available on the Company website in
August 2022.
The Company is also a signatory to the United Nations
Principles of Responsible Investment (UN PRI). The UN PRI
requires the Company to participate in the next mandatory
submission period, which will be in 2024. Additionally, the
Company has committed to comply with the ‘Task Force on
Climate-Related Financial Disclosures’ (TCFD) framework
by the end of 2022.
The Investment Proposition
Continued
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Overview
Fundraise
During the fiscal year, the Company closed
a Placing Programme in which it issued all
available shares, raising a total of £208.6
million (£135 million in April 2021, and
a further £73.6 million in October 2021).
Both capital raises were oversubscribed.
11
In March 2022, the Company opened
a new issuance programme of up to
750 million Ordinary and C Shares. In
April 2022, the Company was again
significantly oversubscribed and raised
gross proceeds of £150.0 million in its
issuance
12
of 136,363,636 new Ordinary
Shares. As of the date of publication, the
Company’s issued shares amounts to
481,399,478 Ordinary Shares.
Investment
Highlights
Deployment of Capital
The Company grew by 66 per cent (in MWs) during the fiscal year.
During the period, the Company acquired 158.9 MW of energy storage projects across
England and Germany of which 22.0 MW are currently operational. Both construction
assets (Stony 79.9 MW and Enderby 57.0 MW) have target commission dates in 2023.
The Company also secured the right to expand its Kilmannock (“KBSL”) project in the
Republic of Ireland (“ROI”), resulting in a total 248.9 MW increase in its total portfolio
capacity as of 31 March 2022.
Enderby (57.0 MW) represents the Company’s first asset connected to National Grid’s
main transmission network. This means that Enderby will operate without an intermediary
distribution network operator, potentially reducing capital and operating expenditure.
The acquisition of the 22.0 MW operational project in Cremzow, Germany, represents the
Company’s first acquisition in Mainland Europe.
The expansion of the KBSL site by 90.0 MW follows the 60.0 MW expansion grant
for Porterstown (“PBSL”) and increases the Company’s portfolio capacity in the ROI
from 60.0 MW (on acquisition in July 2019) to 210.0 MW. The initial 30.0 MW phase
of development at PBSL (‘PBSL Phase 1’) became fully energised as of the date of
publication.
13
The PBSL expansion project (‘PBSL Phase 2’) is expected to be operational
by 2024. Given challenges amidst global supply chain issues, the Company expects delays
in the timeline for KBSL and its expansion site (‘Phase 1’ and ‘Phase 2’, respectively) and
will inform the markets of the updated timeline in due course.
As of the date of publication, GSF has acquired 39.8 MW of energy storage projects
in the ERCOT (the ‘Electric Reliability Council of Texas’) market in Texas, United States
with rights to acquire an additional 39.6 MW upon satisfaction of the terms of its
purchase agreement. 29.9 MW of the ERCOT assets (Synder, Westover and Sweetwater)
are operational (2-hour duration). The remaining 9.9 MW (Mineral Wells) is in its
pre-construction phase with operation targeted by the end of 2023.
Pipeline
The Investment Manager intends to further diversify its investment pipeline with
acquisitions in Western Europe and North America, GB, and Australia. Its investment
pipeline currently stands at 1.57 GW of energy storage assets with the capacity to deliver
3.24 GWh.
14
As of the date of publication, the Investment Manager has actively engaged
in exclusive negotiations for projects totalling 495.0 MW with the capacity to deliver
980.0MW of power per hour.
Overview
11 The November 2020 Placing Programme was
for 250 million shares of which 60 million
shares were issued in December 2020,
leaving 190 million shares available under the
Programme during the fiscal year.
12 The Initial Issues consists of the Initial Placing,
Initial Offer for Subscription and Initial
Intermediaries Offer.
13 The site is fully energized and now waiting for
confirmation on contract commencement.
14 Assuming seller specifications.
5
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
DocuSign Envelope ID: AD797FB2-C8DE-45DC-B15A-A54F62DA2E7E
6
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Overview
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Overview
6
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Timeline and Key Milestones
Figure 1: Timeline and milestones of the Company since IPO: market capitalisation, portfolio total capacity and operational
portfolio capacity; as well as contracted ‘Engineering Procurement and Construction’ (EPC) capacity.
-
50
100
150
200
250
300
350
400
450
0
100
200
300
400
500
600
700
Jun-18 Sep-18 Dec-18 Mar-19 Jun-19 Sep-19 Dec-19 Mar-20
Jun-20 Sep-20 Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22
Market Cap (£m) & Shares Issued (m)
Portfolio Capacity & Operational Capacity (MW)
Market Cap (£m)
Portfolio Capacity (MW) Operational Capacity (MW)
EPC Contracts (MW) Shares Issued
20192018
20212020
GSF enters
Ireland
Prospectus
Publication
& Fundraise
2019/20
EPC:
NEC for DEL
& MEL
EPC:
NEC for LR
& POTL
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Overview
7
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Overview
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
7
-
50
100
150
200
250
300
350
400
450
0
100
200
300
400
500
600
700
Jun-18 Sep-18 Dec-18 Mar-19 Jun-19 Sep-19 Dec-19 Mar-20
Jun-20 Sep-20 Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22
Market Cap (£m) & Shares Issued (m)
Portfolio Capacity & Operational Capacity (MW)
Market Cap (£m)
Portfolio Capacity (MW) Operational Capacity (MW)
EPC Contracts (MW) Shares Issued
20192018
20212020
EPC:
NIDEC for Ferry
& Stony
GSF enters
Germany
Prospectus
Publication
& Fundraise
2022/23
EPC:
Fluence
for PBSL
GSF enters
Scotland
Prospectus
Publication
& Fundraise
2020/21
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Overview
Key Metrics
As of Fiscal Year, Ending March 2022
15
Table 1: Key Metrics
As at 31 March 2021 As at 31 March 2022
Net Asset Value (NAV) £145.1m £369.6m
16
NAV per share
17
100. 9p 107.1p
18
NAV Annual total Return
19
14.1% 13.1%
20
Number of issued Ordinary Shares 143.9m 345.0m
21
Share price based on closing price of indicated date 108.0p 113.0p
Premium to NAV 7.0% 5.5%
22
Market capitalisation based on closing price at indicated date £155.4m £389.9m
23
Portfolios total capacity 380.0 MW 628.5 MW
24
Portfolios total operational capacity 209.7 MW 231.7 MW
Dividends announced
25
7.0p 7.0p
Adjusted NAV is calculated as the NAV per the Statement of Financial Position adjusted for the interim dividend relating to the December
2021 quarter of £6.9m or 2.0 pence per share, which was declared in March 2022 but paid post period end on 1 April 2022. This metric
provides consistency and a more meaningful comparison against the NAV on 31 March 2021, which already included the 2.0 pence per
share dividend relating to the December 2020 quarter, which was paid in March 2021, prior to the period end.
15 Note on Market Capitalisation: Closing Share Price of 113.0 pence as of 31 March 2022. The Market Capitalisation reported does not account for the 136,363,636
new shares admitted post-reported period on 14 April 2022.
Note on Annual Dividend: A total of 7.0 pence in dividends were declared for the financial year: 4.0 pence in dividends were paid in the financial year and 2.0 pence in
dividends have been paid as at the date of publication. The remaining 1.0 pence shall be paid in August 2022.
Note on Total Share Returns since IPO: On a share price basis. Calculated as the difference between the closing share price as at 31 March 2022 and share price at
IPO, plus dividends paid or declared since IPO divided by share price at IPO (113p-100p+24p)/100p)*100. This is an alternative performance measure.
Note on the Adjusted NAV: Adjusted NAV is calculated as the NAV per the Statement of Financial Position adjusted for the interim dividend relating to the December
2021 quarter of £6.9m or 2.0 pence per share, which was declared in March 2022 but paid post period end on 1 April 2022.
Note on NAV per Share: Calculated as Total Adjusted NAV divided by the total number of shares.
Note on NAV Total Increase since IPO: Calculated as the difference between the closing Adjusted NAV per share as at 31 March 2022 and opening. NAV per share at
IPO, plus dividends declared since IPO divided by opening NAV at IPO (107.1-97.7p+24p)/97.7p)*100. This is an alternative performance measure.
16 Adjusted NAV is calculated as the NAV per the Statement of Financial Position adjusted for the interim dividend relating to the December 2021 quarter of £6.9m, which
was declared in March 2022 but paid post period end on 1 April 2022.
17 Note on NAV per Share: Calculated as Total NAV divided by the total number of shares outstanding within the respective period.
18 Adjusted NAV is calculated as the NAV per the Statement of Financial Position adjusted for the interim dividend relating to the December 2021 quarter of £ 2.0 pence
per share, which was declared in March 2022 but paid post period end on 1 April 2022.
19 Note on NAV Total Return: Calculated as the difference between the closing NAV at 31 March 2022 and opening NAV at 31 March 2021, plus dividends declared for
the period, divided by opening NAV at 31 March 2021 ((107.1 – 100.9+7)/100.9)*100).
20 Calculated based on Adjusted NAV.
21 136.4 million new shares were admitted on 14 April 2022, bringing total number of shares to 481.4 million, post year-end.
22 Note on Premium to NAV: Calculated as the difference between the closing share price on 31 March 2022 to NAV on 31 March of 2022 (113-107.1/107.1)*100).
23 Market Capitalisation reported does not account for the 136,363,636 new shares admitted post-reported period on 14 April 2022.
24 The 628.5 MW include the additional 60.0 MW of grid capacity approved for Porterstown (announced March 2021) and a further 90.0 MW of capacity for Kilmannock
(announced November 2021). It does not account for the four US acquisitions completed in April 2022, post year-end.
25 Note on Annual Dividend: A total of 7.0 pence in dividends were declared for the financial year: 4.0 pence in dividends were paid in the financial year and 2.0 pence in
dividends have been paid as at the date of publication. The remaining 1.0 pence shall be paid in August 2022.
£389.9m
MARKET CAPITALISATION
7.0p
DIVIDEND FOR THE PERIOD
37.0%
TOTAL SHARE RETURNS SINCE IPO
34.2%
NAV INCREASE SINCE IPO
107.1
ADJUSTED NAV PER SHARE
£369.6m
ADJUSTED NAV
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9
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Figure 2: NAV Bridge March 2022 in £m
Total
Decrease
Increase
300.00
250.00
200.00
150.00
100.00
50.00
0.00
NAV
(31/03/2021)
145.1
Offering
proceeds
208.6
Offering
Expenses
-4.6
Fund and Subsidiary
Holding Companies
Operating expense
-8.2
Dividends
-22.1
Interest
Income
Increase in NAV of
Portfolio SPV’s
50.7
Adjusted NAV
(31/03/2022)
369.6
400.00
350.00
0.1
Overview
* Net DCF Changes: Capex and Acquisitions/Distribution from SPV/Increase in NAV of Portfolio SPV’s
28
The Net DCF changes have been broken out in the below graph:
Figure 3: Net DCF changes bridge for the fiscal year £(m)
Total
Decrease
Increase
150.00
100.00
50.00
0.00
Increase in NAV of Portfolio SPV’s
98.7
5.7
Distribution from SPV
-53.8
Capex and Acquisitions
Net DCF Changes:
50.7
26 Note on market capitalisation increase: calculated between 31 March 2021 and 14 April 2022 (the admission date for April 2022 fundraise).
27 Net Asset Total Return is calculated as the change in the Company’s Net Asset value plus the dividend declared in the period.
28 The NAV of Portfolio SPVs include cash held at the asset level which has not yet distributed to the PLC.
The Company’s market capitalisation increased by 151 per cent. since the end of the last fiscal year. Further capital was raised post
year-end, in April 2022, which together constitutes a total increase of 258 per cent in the Company’s market capitalisation since the
end the of the last fiscal year
26
.
The Company declared a total of 7.0 pence dividend per share for the financial year, with the final instalment of 1.0 pence to be paid
post the date of publication.
The increase in Total Adjusted NAV during the fiscal year is illustrated in the bridge, shown in Figure 1. The key drivers of the increase
in NAV from £145.1 million (March 2021) to £369.6 million (March 2022 Adjusted NAV) were: (i) Two fundraises totalling £208.6m;
(ii) Both NI assets were operational throughout the year; (iii) Acquisition of operational asset, Cremzow; (iv) Successful de-risking
of projects as they progress through their construction stage; (iv) Revenue forecasts; and (v) Strong operational performance of the
assets due to efficient optimising of the revenue stacks.
On a NAV per share basis, the Company experienced an increase of 6.2 pence per share since the last fiscal period. Since IPO (to the
end of the fiscal year), the Company has delivered a Net Asset Total return of 34.2 per cent (inclusive of dividends) to shareholders.
27
Key Metrics
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Overview
Portfolio Composition
The Company has a portfolio of 296.6 MW in GB and 310.0 MW
of energy storage assets across the island of Ireland.
29
During
the fiscal year, it successfully completed its first acquisition in
Mainland Europe, a 22.0 MW operational portfolio in Germany.
As of the date of publication, the Company has completed its first
US acquisitions, consisting of four energy storage assets totalling
39.8 MW in the ERCOT market in Texas.
30
A breakdown of the total portfolio is presented below,
differentiated by: i) Geography; ii) Asset status; and iii) Storage
System suppliers
31
, on a per MW basis, as of March-end 2022:
GB
Germany
Ireland
47%
4%
49%
Geography
Asset
Status
5%
58%
37%
Pre-Construction
Operational
Construction
12%
19%
5%
3%
System
Integrator
and Technology
Provider
23%
1%
37%
BYD
Fluence
Leclanche
NIDEC
Tesla
Under selection
process
LG Chem
GB
Germany
Ireland
47%
4%
49%
Geography
Asset
Status
5%
58%
37%
Pre-Construction
Operational
Construction
12%
19%
5%
3%
System
Integrator
and Technology
Provider
23%
1%
37%
BYD
Fluence
Leclanche
NIDEC
Tesla
Under selection
process
LG Chem
GB
Germany
Ireland
47%
4%
49%
Geography
Asset
Status
5%
58%
37%
Pre-Construction
Operational
Construction
12%
19%
5%
3%
System
Integrator
and Technology
Provider
23%
1%
37%
BYD
Fluence
Leclanche
NIDEC
Tesla
Under selection
process
LG Chem
As of the publication date, the updated breakdown is disclosed below:
GB
Germany
Ireland
44%
3%
47%
Geography
Asset
Status
28%
28%
44%
Pre-Construction
Operational
Construction
12%
19%
13%
3%
23%
1%
29%
BYD
Fluence
Leclanche
NIDEC
Tesla
Under selection process
LG Chem
US
6%
System
Integrator
and Technology
Provider
GB
Germany
Ireland
44%
3%
47%
Geography
Asset
Status
28%
28%
44%
Pre-Construction
Operational
Construction
12%
19%
13%
3%
23%
1%
29%
BYD
Fluence
Leclanche
NIDEC
Tesla
Under selection process
LG Chem
US
6%
System
Integrator
and Technology
Provider
GB
Germany
Ireland
44%
3%
47%
Geography
Asset
Status
28%
28%
44%
Pre-Construction
Operational
Construction
12%
19%
13%
3%
23%
1%
29%
BYD
Fluence
Leclanche
NIDEC
Tesla
Under selection process
LG Chem
US
6%
System
Integrator
and Technology
Provider
29 The 310 MW include the 90 MW capacity expansion for Kilmannock secured with EirGrid in the fiscal year, as well as the previously secured 60 MW expansion for
Porterstown, in March 2021.
30 Sales and Purchase Agreement (SPA) have been signed for eight assets in Texas, US, as per the Company announcement on 10 March 2022. Nonetheless, the transfer of
ownership was completed for only four of the assets as of publication date and post year-end, in April 2022. The Investment Manager expects to complete the acquisition
of the remaining four assets in the coming months once the various condition precedents have been met.
31 Note on Battery Integrators: companies involved in system assembly, design, and commissioning of energy storage projects. The system integrator often serves as the EPC
contractor for the asset and designs the battery storage system for the asset. Please note that LG Chem includes former NEC ES.
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Overview
11
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Sources of Revenue
As of the publication date, the Company’s operational assets
deliver services to the following Transmission System Operators
(TSOs): The ‘National Grid Electricity System Operator’ (NGESO
or “National Grid”) in GB; EirGrid and SONI
32
in Ireland; the
‘Electric Reliability Council of Texas’ (ERCOT), in Texas, US and,
indirectly through participating in the German ancillary services
market
33
to eleven further TSOs, across eight countries in
Mainland Europe (“European Grids”).
These services generate attractive income streams and diversify
exposure to different markets and sources of revenue. Revenue
diversification is achieved by selling services to different
counterparties (including selected TSOs) and through the
ability to “stack” several income streams across various contract
lengths within individual assets.
Whilst ancillary services are currently the predominant revenue
stream in the portfolio, the Company also derives revenues from
Capacity Market (“CM”) contracts, Triads, and participation in
energy arbitrage (“Trading”). Ancillary Services include Dynamic
Containment (“DC”) and Firm Frequency Response (“FFR”) in
GB; the ‘Delivering a Secure Sustainable Electricity System
(“DS3”) contracts in the Irish Network; Frequency Containment
Reserves (“FCR”) in Europe, and Response Reserve Services
(“RRS”), in Texas, US.
The figure below illustrates the breakdown of total portfolio
revenue per TSO and revenue stream as at the end of the
financial year.
34
32 The System Operator for Northern Ireland (SONI) and EirGrid,plc, the state-owned electric power transmission operator in Ireland. The electricity market in Ireland is
common between the ROI and NI, under the Integrated Single Electricity Market (I-SEM).
33 The primary ancillary service in Germany (Frequency Containment Reserve) is regionally procured between eight European and eleven associated TSOs.
34 The services the Company provides, their respective sources of revenue, and further characteristics of the markets wherein the Company operates, are further explained
in the ‘Market Background and Sources of Revenue’ section in this report.
35 Cremzow acquisition was completed on 3 March 2022 but cashflow transfer to the Company commenced as of 1 January 2022. For the purpose of this illustration, the
graph includes revenue relative to January, February, and March. The ERCOT acquisitions were completed post reported period but cashflow transfer to the Company
commenced as of 1 March 2022. For the purpose of this illustration, the graph includes revenue relative to March.
Figure 4: Geographical exposure and revenue services breakdown during the 2021/22 fiscal year
35
DS3, 41.3%
DC, 33.1%
RRS, 1.0%
FCR, 2.1%
FFR, 16.3%
Ancillary
service
Ancillary
service
Ancillary service
Trading, 2.2%
Capacity Market, 3.3%
Great Britian Ireland
Mainland Europe
ERCOT
Great Britian Ireland
US
Mainland Europe
Ancillary
service
Ancillary
service
Ancillary service
Ancillary service
Capacity Market, 3.1%
FFR/DC, 38.8%
DS3
Capped, 2.2%
FCR, 7.8%
DS3 Uncapped, 38.8%
Capacity
Market, 0.5%
RRS, 5.3%
Trading, 3.1%
As of 31 March 2022, the National Grid constitutes the
Company’s primary counterparty, from which 49 per cent.
of the Company’s revenues are generated. A further 41 per cent.
of operating revenues are generated in Northern Ireland with
EirGrid/SONI as the counterparty.
As of the date of publication, the Investment Manager
has further diversified its revenue stack as a result of its
participation in the ERCOT and German markets and by the
commencement of delivery of DS3 capped contract services
in the Republic of Ireland in July 2022.
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12
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Overview
36 Projections are not indicative of future results. Projections do not assume any
new acquisitions have been made this year.
Figure 5: Expected geographical exposure based on expected
revenue for the next fiscal year (2022 /2023)
36
DS3, 41.3%
DC, 33.1%
RRS, 1.0%
FCR, 2.1%
FFR, 16.3%
Ancillary
service
Ancillary
service
Ancillary service
Trading, 2.2%
Capacity Market, 3.3%
Great Britian Ireland
Mainland Europe
ERCOT
Great Britian Ireland
US
Mainland Europe
Ancillary
service
Ancillary
service
Ancillary service
Ancillary service
Capacity Market, 3.1%
FFR/DC, 38.8%
DS3
Capped, 2.2%
FCR, 7.8%
DS3 Uncapped, 38.8%
Capacity
Market, 0.5%
RRS, 5.3%
Trading, 3.1%
Sources of Revenue
Continued
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Overview
13
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Market Overview
The market backdrop wherein the company operates,
shows a growing shift toward low carbon energy generation,
which represents strong fundamental drivers for energy storage
deployment. The UK
37
and Irish
38
Governments are committed
to achieving carbon neutrality by 2050, as well as the US.
39
Germany has set on a path of accelerated clean-energy
expansion, bringing forward its goal of 100 per cent. renewable
power to 2035.
40
This provides a tailwind for the deployment
of battery energy storage systems and has led to rapid growth
within the sector.
The Company provides a number of critical services across
these markets and benefits from multiple revenue streams,
of varying contract lengths, which can be stacked. Furthermore,
due to the flexible nature of the Company’s assets, it is able to
take advantage of a variety of contracts depending on prevailing
market conditions.
The table below shows the relevant characteristics for each
market relevant to the Company, as well as the diverse mix of
revenue streams available to the Company’s assets in each of
these markets.
Market Market Structure Revenue Streams Characteristics
GB National Grid Capacity Market (CM)
Firm Frequency Response (FFR)
Dynamic Containment (DC)
Dynamic Moderation (DM)
Wholesale Trading
• Triads
CM: Procurement of future energy capacity to ensure
sufficient generation on the system
FFR: Balancing supply and demand of electricity to ensure
that frequency remains around 50Hz
DC: Fast-acting post-fault service to contain frequency
outside of acceptable limits
DM: Balancing supply and demand of electricity to ensure
that frequency remains around 50Hz
Wholesale Trading: The trade of energy between
generators and suppliers
Triads: Top three half-hour peaks of national energy
demand across the grid
Ireland EirGrid/SONI Capacity Market
DS3 Programme
Volume uncapped
Volume capped
Volume uncapped: Procurement that does not limit
the volume of the service being procured and to which
regulated tariffs apply
Volume capped: Procurement where an upper limit is
applied to the volume of relevant DS3 services being
procured and for which prospective providers will offer a
competitive price as part of their tender
CM: Procurement of future energy capacity to ensure
sufficient generation on the system
Germany TSOs across
8 countries
Frequency Containment Reserve (FCR) FCR: Primary ancillary service in Germany and serves to
stabile frequency deviations in the system
Wholesale Trading: (from January 2023)
Texas, US ERCOT Responsive Reserve
Services (RRS)
RRS: Used to restore the frequency of the system within
the first few minutes of an event that causes a significant
deviation from the standard frequency
37 https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/1033990/net-zero-strategy-beis.pdf
38 https://www.gov.ie/en/press-release/9336b-irelands-ambitious-climate-act-signed-into-law/
39 https://www.whitehouse.gov/briefing-room/statements-releases/2021/04/22/fact-sheet-president-biden-sets-2030-greenhouse-gas-pollution-reduction-target-
aimed-at-creating-good-paying-union-jobs-and-securing-u-s-leadership-on-clean-energy-technologies/#:~:text=Building%20on%20and%20benefiting%20
from,economy%20by%20no%20later%20than
40 https://www.bloomberg.com/news/articles/2022-02-28/germany-brings-forward-goal-of-100-renewable-energy-to-2035
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14
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Overview
Market Share
During the fiscal year, the Company’s delivery of FFR services
accounted for 9 per cent of the FFR market in GB. In the same
period, GSF’s services accounted for c. 13 per cent. of the DC
market in the GB energy market.
41
The Company’s Northern Irish assets represent an ongoing
100.0 MW commitment to delivering DS3 services to the Irish
network. The Company’s operational assets represent a 13
percent market share of DS3 services for uncapped agreements
in NI
42
including the provision of reactive power services.
The Company also holds contracts for 60.0 MW of capped DS3
agreements for its two assets in ROI, representing a 55 per
cent market share of the Irish DS3 capped contracts’ storage
projects under development. In terms of uncapped contracts,
the Company represents 5 per cent of the market share.
43
41 Note this market share is based on GSF awarded MW out of the total awarded MW for DC and FFR in Great Britain for the 2021/2022 fiscal year.
42 The DS3 system services are procured by EirGrid and SONI under two separate procurement routes: (i) volume uncapped procurement, also known as the regulated
arrangements; and (ii) volume capped procurement, also known as fixed contract procurement. For uncapped agreements, market share considers NI procured
volumes only, as EirGrid procures volumes separately for ROI and NI. This market share based on July 2021 data. No further data is available from EirGrid/SONI.
Provided there is more volume procured, this per centage will change.
43 Market share calculated based on DS3 uncapped contracts for FFR, POR, SOR, TOR1, TOR2 and SSRP.
44 Market share calculated based on DS3 capped contracts awarded in 2019. The Asset providing services under the DS3 capped contract started generating income
after the reported period, in July 2022.
Ireland
44
DS3 MARKET SHARE: CAPPED
13%
55%
5%
8%
DS3 MARKET SHARE: UNCAPPED
13%
55%
5%
8%
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Overview
15
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
FFR MARKET SHARE
13%
55% 5%
8%
DC MARKET SHARE
13%
55% 5%
8%
New Markets: Germany and the US
45
GERMANY MARKET SHARE
3%
4%
ERCOT BESS MARKET SHARE
3%
4%
GB
45 Note on methodology: for Germany and US (Texas) market share is expressed in terms of total installed capacity. German battery energy storage systems’ market capacity is
estimated at 619 MW, considering batteries > 1 MWh, according to ‘The development of battery storage systems in Germany – a market review (status 2022)’, Jan Figgener et
al., RWTH Aachen University. For ERCOT, battery energy storage systems’ market capacity is estimated as 1,007 MW based on Ascend Analytics ERCOT Market Report.
Market Share
Continued
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16
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Overview
Portfolio Revenue
Performance
The portfolios growth, as represented below by the 23.2x
increase in the Fund’s installed capacity from 10.0 MW in June
2018 to 231.7 MW in March 2022, is largely attributable to the
Company’s strategic expansion into new markets.
The revenue growth, comprising a compound annual growth
rate (“CAGR”) of 181.5 per cent. since the Fund’s inception,
has been mostly driven by the increase in the operational
installed capacity of the portfolio companies, both through the
acquisition of operational sites and the commissioning of sites in
construction, during the financial year. Additionally, EBITDA for
the portfolio has experienced a CAGR of 191.2 per cent. largely
due to the Investment Manager’s in-house technical capabilities
that allow the Company to minimise Opex, whilst optimising a
revenue stacking strategy across its assets.
The Company’s growth and its delivery against projected
revenue streams are reflected in its Net Revenue and EBITDA
performance, illustrated in the figure below.
Figure 6: Representation of Total Net Revenue and EBITDA of operational portfolio Companies (£) since IPO, alongside installed
capacity progression (historical and forecast). Data is presented per quarter
46
Financial Performance with installed capacity progression
100
200
300
400
500
600
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
Mar-end
2022
Dec-end
2021
Sept-end
2021
Jun-end
2021
Mar-end
2021
Dec-end
2020
Sept-end
2020
Jun-end
2020
Mar-end
2020
Dec-end
2019
Sept-end
2019
Jun-end
2019
Mar-end
2019
Dec-end
2018
Sept-end
2018
Jun-end
2018
ANNUAL
2022
ANNUAL
2023
ANNUAL
2024
Total Installed Capacity (MW)
Total Revenue & EBITDA (£000's)
Total installed MW
Total Revenue Total EBITDA
2023 Growth = 68%
2022 Growth = 39%
2024 Growth = 12%
46 Cremzow acquisition was completed on 3 March 2022, and it had a locked box date as of 1 January, which translates into all Assets’ profits directed to the Company from locked
box date. For the purpose of this illustration, the graph includes revenue and EBITDA relative to January, February, and March. Texas, US acquisitions were completed post-reported
period and had a locked box date as of 1 March, which translates into all three operating Assets’ profits directed to the Company from locked box date. For the purpose of this
illustration, the graph includes revenue and Ebitda relative to March. Projections are not indicative of future results. Note on timeline: This timeline is based on events occurred after
31 March 2022 and incudes estimates to the best of the Investment Manager’s knowledge.
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Overview
17
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Figure 7: Total Revenue (in £000’s and £000’s/MW) represented per each of the four grids: National Grid, EirGrid/SONI, European
TSOs (‘European Grid’), and ERCOT, Texas, since IPO
47
0
2,000
4,000
6,000
8,000
10,000
12,000
Mar-end
2022
Dec-end
2021
Sep-end
2021
Jun-end
2021
Mar-end
2021
Dec-end
2020
Sep-end
2020
Jun-end
2020
Mar-end
2020
Dec-end
2019
Sepend
2019
Jun-end
2019
Mar-end
2019
Dec-end
2018
Sep-end
2018
Jun-end
2018
Total Revenue per Grid (£000's)
Total Revenue per Grid per MW (£000's/MW)
0
20
40
60
70
80
50
30
10
National Grid - Revenue (£)
National Grid - Revenue/MW (£)
EirGrid/Soni - Revenue (£)
EirGrid/Soni - Revenue/MW (£)
European Grid - Revenue (£)
European Grid - Revenue/MW (£)
ERCOT Grid - Revenue (£)
ERCOT Grid - Revenue/MW (£)
47 Cremzow acquisition was completed on 3 March 2022, and it had a locked box date as of 1 January, which translates into all Assets’ profits directed to the Company from locked
box date. For the purpose of this illustration, the graph includes revenue relative to the months of January, February, and March. The US acquisitions in Texas were completed post-
reported period and had a locked box date as of 1 March 2022, which translates into all three operating Assets’ profits directed to the Company from this locked box date. For the
purpose of this illustration, the graph includes revenue relating to March only for these US assets, hence its reduced revenue/MW figures.
Regarding the Company’s Capex per MW, the Investment
Manager is focused on capital discipline as a way of maximising
returns to investors. The Investment Manager has an in-house
procurement team that manages all EPC negotiations, including
the assurance of warranties and technical specificities in
accordance with revenue strategies. This considers optimal
system duration strategy, degradation profile and Capex
pricing expectation.
Notwithstanding material supply chain disruptions in the market
during the fiscal year, the Company sought to minimise price
hikes, utilising economies of scale. Through its existing EPC
framework arrangements, the Group also sought to maintain
timely access to equipment despite of market shortages.
Portfolio Revenue Performance
Continued
Total Revenue (in £000’s and £000’s/MW) by Grid since IPO
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Portfolio Overview
48
GSF is currently the only listed energy storage fund in the UK that possesses international exposure, providing
services to four different markets and their respective grids, in GB, Ireland, Western Mainland Europe (during the
fiscal year) and Texas, US (post year-end). As of March-end, the Company has
49
26 assets across GB, Ireland, and
Germany, and, as of the publication date, it has increased its portfolio to 30 assets including 4 assets in the US.
Portfolio in GB and Ireland*
Asset name Capacity Ownership
1
Boulby
6.0 MW/6.0 MWh 99.90%
2
Cenin
4.0 MW/4.8 MWh 49.00%
3
Port of Tilbury
9.0 MW/4.5 MWh 100.00%
4
Lower Road
10.0 MW/5.0 MWh 100.00%
5
Mulavilly
50.0 MW/21.3 MWh 51.0%
6
Drumkee
50.0 MW/21.3 MWh 51.0%
7
Porterstown
Phase 1 30.0 MW/30 MWh 51.00%
Phase 2 60.0 MW 51.00%
8
Kilmannock
Phase 1 30.0 MW 51.00%
Phase 2 90.0 MW 51.00%
9
Ferrymuir
49.9 MW 100.0%
10
Hulley
20.0 MW/20.0 MWh 100.0%
11
Lascar
20.0 MW/20.0 MWh 100.0%
Portfolio in GB and Ireland*
Asset name Capacity Ownership
12
Breach
10.0 MW/10.0 MWh 100.0%
13
Larport
19.5 MW/19.5 MWh 100.0%
14
Ancala
11.2 MW/11.2 MWh 100.0%
15
Stony
79.9 MW 100.0%
16
Enderby
57 MW 100.0%
18
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Overview
International Portfolio in US
50
and Germany*
Asset name Capacity Ownership
17
Cremzow
22.0 MW/29.0 MWh 90.00%
18
Synder
9.95 MW/19.9MWh 100.0%
19
Westover
9.95 MW/19.9MWh 100.0%
20
Sweetwater
9.95 MW/19.9MWh 100.0%
21
Mineral Wells
9.95 MWh 100.0%
Assets under construction /
pre-construction
Recently acquired assets
Operational Assets
48 Note on Ancala: The Ancala asset comprises 10 smaller sites of 1.0 MW – 1.2 MW across the UK. The pin location represents Brook Hall, one of the assets within Ancala.
Note on US assets: consist of three operational assets and one pre-construction asset located in the Texas, US,
Note on ROI Assets: Both projects in ROI have been granted capacity expansions by EirGrid, resulting in an additional 60.0 MW for Porterstown and an additional 90.0 MW
Kilmannock, indicated as ‘Phase 2’ in each case above.
49 GSES 1 Limited is a wholly owned subsidiary of the Company, and it is the entity that holds the Company’s Assets (referred to as the ‘Company’s portfolio’ or ‘GSF’s portfolio’).
50 Sales and Purchase Agreement (SPA) have been signed for eight assets in Texas, US, as per the Company announcement on 10 March 2022. Nonetheless, the transfer of
ownership was completed for only four of the assets as of publication date and post year-end, in April 2022. The Investment Manager expects to complete the acquisition of the
remaining four assets in the coming months once the various condition precedents have been met.
* MWh included for operational sites
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19
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Overview
6
5
7
8
2
14
1
15
10
12
9
3
16
11
4
13
Assets under construction /
pre-construction
Recently acquired assets
Operational Assets
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
19
18
20
21
17
19
Figure 8: Company’s portfolio assets as of the date of publication.
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20
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Overview
Net Asset Value
There was a NAV increase of 6.2 pence per share, which together
with dividends declared for the fiscal year,
51
represents a net
asset total return of 13.1 per cent. during the fiscal year. From IPO
to 31 March 2022, the Company has delivered a net asset total
return of 34.2 per cent. inclusive of dividends.
Table 2: Net Asset Value of GSF: quarterly progress
Quarter End Pence per share
Mar-21 100.9
Jun-21 101.0
Sep-21 103.3
Dec-21 103.9
Mar-22
52
107.1
Dividend History
Since IPO, the Company has targeted dividends at a minimum
of 7 pence per Ordinary Share in each financial year.
53
The
Company is pleased to announce that as of the publication date,
the Company has declared total dividends of 7.0 pence with
respect to the period ending 31 March 2022, as targeted.
Table 3: Dividends in respect of per Quarter Ends
Ordinary Shares
Quarter Dividends
30 June 2021 2.0p
30 September 2021 2.0p
31 December 2021 2.0p
31 March 2022 1.0p
Portfolio Overview
Continued
51 Note on 6.2 pence per share: based on Adjusted NAV. Adjusted NAV is calculated as the NAV per the Statement of Financial Position adjusted for the interim dividend
relating to the December 2021 quarter of £6.9m or 2.0 pence per share, which was declared in March 2022 but paid post-period end on 1 April 2022. Note on Annual
Dividend: A total of 7.0 pence in dividends were declared for the financial year: 4.0 pence in dividends were paid in the financial year and 2.0 pence in dividends have been
paid as of the date of publication. The remaining 1.0 pence shall be paid in August 2022.
52 Adjusted NAV: Adjusted NAV is calculated as the NAV per the Statement of Financial Position adjusted for the interim dividend relating to the December 2021 quarter of
£6.9m or 2.0 pence per share, which was declared in March 2022 but paid post-period end on 1 April 2022.
53 As per March 2022 Dividend policy, 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).
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21
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
On behalf of the Board, I am pleased to present the fourth audited
Report and Accounts of the Gore Street Energy Storage Fund for the
year ended 31 March 2022 and to report that GSF has achieved
strong financial results with average net revenues per MW in Great
Britain 68 per cent ahead of last year’s, and 18.3 per cent higher than
internal forecasts. NAV increased 154% to £369.6 million and NAV
54
per share (post-dividends) increased by 6.1 per cent. Net income
increased 191 per cent. to £42.5 million. The Company raised a total
of £208.6 million in two issuances: £135 million in April 2021, and
a further £73.6 million in October 2021. Both capital raises were
oversubscribed. Since IPO, the Company has targeted and delivered
dividends of 7 pence per Ordinary Share in each financial year, and it
shall do so again in this fiscal year.
Our report issues against the backdrop of the most significant
geopolitical event of the 21st century, Russia’s invasion of Ukraine.
This has altered the strategic energy landscape, heightened the focus
on energy security, and led to renewed pledges to hasten the energy
transition towards renewables-led decarbonisation. Both in terms of
energy security and the energy transition grid-scale battery storage
has a vital contribution to make. The wider macroeconomic and
potential supply chain consequences of the war are being kept under
active review by the Board and our Investment Manager.
As the first UK-listed energy storage fund, we are proud to be the
only such fund to expand services into both Western Europe and
North America. The Board agreed to increase the scope of services
delivered by the Investment Manager
55
whose deepening talent
pool and operational expertise will permit Gore Street to deliver its
ambitious expansion plans and to maintain a position of leadership in
the rapidly growing market for battery energy storage.
Strategy and Performance
As of the date of publication, GSF’s portfolio consists of 668
56
megawatts (MW) of utility-scale energy storage assets across the UK,
the Republic of Ireland, Germany, and the United States, of which 291
MW are operational and 377 MW are at varying stages of construction.
In the past year, the Company focused on operational growth through
global diversification, acquiring three projects in England and Germany
during the fiscal year and, an additional 4 sites in the United States
(in Texas) as of the date of publication. It is a personal pleasure to
note that our first asset in the Republic of Ireland, PBSL, became fully
energised as of the date of publication, increasing the operational
portfolio by a total of 81 MW, a 38 per cent. Increase since our last
Annual Report.
57
While the operational portfolio increased by 10 per cent. from
March-end 2021 to March-end 2022, revenues were nearly four
times higher for the same period. The rise in revenue from almost £3
million in the quarter ending March 2021 to over £10 million in the
quarter ending March 2022 can be attributed both to the growth of
the operational portfolio in the previous fiscal year and to increases
in market demand for ancillary and trading services. Moreover, the
Investment Managers team has improved its revenue stacking
capability and has entered stronger revenue optimisation partnerships.
Our NAV growth also results from our efforts at maintaining
financial discipline in construction and asset management. The
Manager strongly believes in capital efficiency and strives to
achieve amongst the lowest Capex and/or Capex/MW in the
industry through leveraging its in-house technical know-how.
I am pleased to report that
GSF has achieved strong
financial results in its
fourth year.
Chair’s Statement
54 Adjusted NAV of March 2022 compared to NAV 2021. Adjusted NAV is calculated as the NAV per the Statement of Financial Position adjusted for the interim dividend relating to the
December 2021 quarter of £6.9m or 2.0 pence per share, which was declared in March 2022 but paid post period end on 1 April 2022.
55 Through its subsidiary, Gore Street Operational Management Limited, the Investment Manager oversees the construction, and management of the Company’s operations post
acquisition, and is responsible for the supervision of asset construction, asset management, fault correction, and revenue optimisation strategies across the portfolio.
56 The 668 MW portfolio includes the four assets totalling 39.8 MW in Texas, US, acquired from Perfect Power Solutions in April 2022.
57 The site is fully energized and now waiting for confirmation on contract commencement.
Overview
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Gore Street Energy Storage Fund plc
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Overview
This, together with our strategic partners and the exploitation
of economies of scale, has ensured the timely development of
construction projects despite heavy supply chain instability within
the industry related to the current social and geopolitical climate.
New and Evolving Markets
There is a clear global shift towards low carbon energy generation.
In all key regions in which the Company provides grid balancing
and market services, there is a political commitment to achieve
carbon neutrality by 2050, with Germany now committed to
100 per cent renewable power by 2035 in the light of Russias
invasion of Ukraine.
58,59,60,61
These political ambitions should
encourage a strong economic tailwind for continued and rapid
growth within the battery storage sector.
Notwithstanding an increase in participants in the energy storage
market, the Company still maintains a material share of the grid
balancing services of large-scale battery storage systems. We
accredit our market share to not just our size and scale, but also
to our operational and technological reliability.
62
In the fiscal year,
the Company maintained operational performance at an average
availability of 97 per cent.
63
Operational HSE performance has
been very reassuring, as the Manager works closely with EPC
contractors and O&M providers to ensure Health and Safety of
the Companys sites during the construction and operation stages.
The Company aims to always operate in a manner that safeguards
public health, property and the environment and I am therefore
proud to note that the GSF has had no health or safety incidents
or community complaints in the fiscal year.
DC and FFR are two primary ancillary services delivered by
large-scale batteries to the UK National Grid. The Company
represents13 per cent. of the DC market and 8 per cent of the
FFR market. In Ireland, where ancillary services are delivered
under the DS3 program, Gore Street accounts for 55 per cent.
of DSC capped (fixed price) contracts, and 13 per cent. of DS3
uncapped (floating price) agreements.
The Company began to deliver Frequency Containment Reserves
(“FCR”) in Germany during the fiscal year and now accounts
for 4 per cent of grid-scale battery ancillary services market in
Germany. As of the date of publication, GSF’s services account
for 3 per cent. of the grid-scale battery ancillary services market
in Texas’s ERCOT market.
64
The Company’s strong performance further justifies the
Manager’s extensive pipeline of energy storage assets spanning
multiple continents, which, in turn, enables the Manager to
enhance the diversification of the Company’s portfolio whilst
expanding into new markets. As of the publication date, we have
secured exclusive rights to negotiate contracts for 495.0 MW of
new projects, of which 295.0 MW are outside of the UK and the
Republic of Ireland.
Environmental Impact and
Social Sustainability
Gore Street’s purpose is to deliver long-term capital growth to its
investors through the construction, operation, and optimisation of
a geographically diverse portfolio of utility-scale battery storage
systems. Since IPO, the Company has maintained that energy
storage is a crucial component in accelerating the transition of
national grids to cleaner energy and that our products and services
are intrinsically entwined with these environmental objectives.
In the fiscal year, we have commenced compliance with SFDR
(including the TCFD climate change disclosures) and committed
to track and report environmental and social performance utilising
specific EU metrices that apply to global and European investors.
Similar metrices and performance targets are now underway in
the United Kingdom.
65
By signing up to SFDR, the Company has
committed to provide investors with visibility of the Company’s
score card for select environmental principles and to continuously
evaluate and integrate those principles into the Company’s
business activities, from acquisition to construction and through the
operating and decommissioning periods of an asset’s life cycle.
Chair’s Statement
Continued
58 https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/1033990/net-zero-strategy-beis.pdf
59 https://www.gov.ie/en/press-release/9336b-irelands-ambitious-climate-act-signed-into-law/
60 https://www.whitehouse.gov/briefing-room/statements-releases/2021/04/22/fact-sheet-president-biden-sets-2030-greenhouse-gas-pollution-reduction-target-aimed-at-
creating-good-paying-union-jobs-and-securing-u-s-leadership-on-clean-energy-technologies/#:~:text=Building%20on%20and%20benefiting%20from,economy%20by%20
no%20later%20than
61 Panorama - Germany raises the bar on renewable energy with new set of laws for 100 percent renewable power - Renewable Energy Magazine, at the heart of clean energy journalism
62 Further details on the Company’s market share are explained in the ‘Market Share’ section below.
63 Availability expressed as the percentage of hours without unexpected technical issues or maintenance preventing operation.
64 Note on methodology: for Germany and US (Texas) market share is expressed in terms of total installed capacity. German battery energy storage systems’ market capacity is estimated
at 619 MW, considering batteries > 1 MWh, according to ‘The development of battery storage systems in Germany – a market review (status 2022)’, Jan Figgener et al., RWTH Aachen
University. For ERCOT, battery energy storage systems’ market capacity is estimated as 1007 MW based on Ascend Analytics ERCOT Market Report.
65 FCA (2021): “We are considering the European Commission’s Sustainable Finance Disclosure Regulation and proposed Regulatory Technical Standards as we develop our policy
design for the FCA’s implementation actions under the Government’s proposed SDR”. (‘A strategy for positive change: our ESG priorities’. Available at: https://www.fca.org.uk/
publications/corporate-documents/strategy-positive-change-our-esg-priorities#lf-chapter-id-executive-summary
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Overview
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
SFDR compliance means that the Company will evaluate its
progression towards social and governance performance targets
ahead of adoption and codification by the Financial Conducts
Authority in the UK.
66
Specifically, we are tasked as market
leaders to encourage industry-wide evaluation of our sources
of raw materials used in cell and battery production and of the
way decommissioning will occur as batteries approach end of
life. We intend to add to Board membership in the coming year,
having regard to the appropriate skills and diversity essential to
ensuring the Fund’s future prosperity.
The Company will publish its first ESG Pillars Report on its
website in August 2022 (including its environmental data) and
thereafter will release an update of its progress on an annual
basis.
COVID-19, and Other Principal
Risks and Uncertainties
Since IPO, the United Kingdom’s economy has been impacted by
Brexit and the coronavirus (Covid-19) although the Company’s
operational and construction activities have remained largely
on target. The Company established supply and procurement
framework arrangements which allowed the Group to benefit
from economies of scale over the past few years and to maintain
timely and preferred access to equipment notwithstanding
market shortages. However, there is a risk that continued market
disruption will begin to materially impact construction and supply
chain activities.
Whilst the UK is not materially reliant on Russian gas
67
, the
Russian-Ukrainian conflict does increase global instability and
may arguably have accelerated the business case for increased
reliance on renewable power in Ireland, Germany, and other
parts of Europe. We discuss the potential impact of geopolitical
conditions and other risks alongside our mitigation strategies on
pages 59-61.
Use of Funds, Dividends and AGM
We returned to investors twice during the fiscal year to raise
funds and were oversubscribed when we completed a modest
2021/2022 issuance programme for 250 million shares, raising
£208 million during the fiscal year. The Fund market cap exceeded
£400 million during the fiscal year, growing to the point of inclusion
in the FTSE All-share index.
With funds raised and allocated across the existing construction
and acquisition pipelines, the Company elected, after the fiscal year,
to issue a 2022/2023 issuance programme of 750 million shares
but limited its initial raise to 160 million shares (which was again
oversubscribed). As of the date of publication, Gore Street’s market
cap is £0.58 billion. The Company’s share price has consistently
traded at a premium to NAV throughout the reporting period.
The Board declared dividends for the reporting period amounting
to 7p per Ordinary Share, in keeping with its dividend policy. This
represents the fourth consecutive year of dividend allocation. The
Board will propose for the final 1p payment to be scheduled for
distribution to shareholders around the time of publication of this
report.
The Company plans to host its 2022 AGM as a hybrid meeting on the
20th of September 2022. With the recent increase in incidents of
COVID 19, shareholders are encouraged to attend virtually. Further
details, including the location, video and/or audio link, and questions
and answers procedure, will be provided in the Notice of AGM.
Dividend Ratification
The Board was concerned to learn a technical issue has arisen in
respect of the Company’s procedure for the payment of the interim
dividend of 2.0 pence per Ordinary Share for the period from 1July
2021 to 30 September 2021 paid on 7 January 2022 and the
interim dividend of 2.0 pence per Ordinary Share for the period
from 1 October 2021 to 31 December 2021 paid on 1 April 2022
(the Interim Dividends). The aggregate amount of the Interim
Dividends was approximately £13.8 million.
This issue arises from an inadvertent failure to file interim accounts
with Companies House showing that sufficient distributable
reserves were available when the dividends were paid.
A special resolution will be proposed at the Company’s forthcoming
AGM to resolve this technical issue.
The Board has been working closely with the Manager to ensure
that lessons are learned and that processes have been enhanced to
avoid a recurrence.
More detail is set out in the Financial Notes 21 page 123.
66 FCA (2021): “We are considering the European Commissions Sustainable Finance Disclosure Regulation and proposed Regulatory Technical Standards as we develop our policy
design for the FCA’s implementation actions under the Government’s proposed SDR”. (‘A strategy for positive change: our ESG priorities’. Available at: https://www.fca.org.uk/
publications/corporate-documents/strategy-positive-change-our-esg-priorities#lf-chapter-id-executive-summary
67 In 2021 imports from Russia made up only 4% of gas used in the UK, 9% of oil and 27% of coal.
Chair’s Statement
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Overview
Directors Responsibilities
Pursuant to Section 172
The Directors are responsible for acting in good faith and towards
the success of the Company for the benefit of its members.
In doing so, Directors must have regard for the needs of
stakeholders amongst other matters set out in section 172 when
performing their duties as discussed in the corporate governance
report, on pages 71-98.
Viability and Going Concern
The Directors have assessed the prospects of the Company over
a period of five years and confirm our reasonable expectation of
viability and continuance over that term. The Board deemed this
period appropriate due to the early stage of development of both
the Company and its investment portfolio after 40 months of
trading, and the nature of the business in which the Company is
involved. The Directors’ assessment of Gore Street’s viability and
going concern are discussed in the corporate governance report,
on pages 71-98.
Closing Remarks
The year ending March 2022 marks the year of strong
performance at the Company. The Investment Manager has
added to its talent pool thus enhancing our capacity to meet
ambitious targets, contain costs, maximise revenues, and grow
both financially and responsibly, while entering new markets.
On behalf of the Board, I wish to thank the Investment Manager,
its CEO, Alex O’ Cinneide, and the staff together with our
suppliers and service providers for their individual and collective
contributions to our success.
The Company is now part of the critical infrastructure necessary
for incorporating greater amounts of renewable energy into
national and regional power grid systems in the United Kingdom,
Ireland, Germany, and the United States. With the support of
our shareholders, I am confident of Gore Street’s capacity to
deliver our ambitious growth plans and look forward to continued
success.
Patrick Cox
Chair
Date: 25 July 2022
Chair’s Statement
Continued
“We hope that by
quantifying the health
consequences of fossil
fuel combustion, we can
send a clear message
to policymakers and
stakeholders of the
benefits of a transition
to alternative energy
sources.
Joel Schwartz, Professor of Environmental Epidemiology,
Harvard T.H. Chan School of Public Health
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Strategic Report
Strategic Report
Business Model
Asset
Identification
and assessment
Acquisition
execution and
onboarding
Performance
optimisation,
responsible
management
and
monitoring
Procurement
and
Construction
!"#$%&'($)%#*'+,%
!
!"#$%&'($)%#*'+,
%
!
1. Asset identification and assessment
The Investment Manager has assessed hundreds of projects
since the Fund’s IPO to select opportunities that meet the
Company’s investment policy. As part of its assessment of
investment opportunities, the Investment Manager routinely runs
market analyses on each grid network within its geographical
mandate. The Investment Manager’s team also works with local
advisors to evaluate the regulatory environment applicable
to each grid operator. The Company has established a strong
network of project developers that possess a deep understanding
of early-stage project development to ensure that projects
identified for investments meet or will meet land, planning and
grid energisation requirements by the time of acquisition. The
Investment Manager has designed the Company’s portfolio to be
geographically diverse with flexibility in mind so that the Company
can withstand regulatory and technological changes in the
evolving energy policy climates of the various markets in which it
has a mandate to operate.
2. Acquisition execution and onboarding
of new assets/projects
The Investment Manager’s team is comprised of professionals
with experience in finance, legal, asset construction, engineering,
and operations. The Investment Manager manages the acquisition
process from bid to close. It relies on third parties to ensure
due diligence and remove biases in assessing opportunities. It
aims to design transactions in a manner that allocates project
risks in accordance with the Company’s investment policy. The
investment team is also responsible for monitoring and integrating
the Company’s health, safety, environmental, social and
investment objectives into the Company’s acquisition model.
3. Procurement and Construction
The Operations Manager has an in-house procurement team,
with both the legal and technical expertise to negotiate all key
contracts for project engineering and construction and obtain
warranties for continued battery performance. The construction
and development team are responsible for monitoring project
construction and holding relevant stakeholders accountable for
cost and quality control and timeline management. The team is
also responsible for monitoring and integrating the Company’s
health, safety, environmental, social and investment objectives
into the Company’s construction model.
4. Performance Optimisation, Responsible management,
and monitoring
The Operations Manager dictates the parameters for revenue
stacking and optimisation for the portfolio. It forms its bidding
strategies by taking into consideration energy market dynamics,
regulatory limitations, and existing contract commitments
and then works with optimisation and trading professionals
to maximise revenue streams. The Operations Manager also
monitors asset performance in order to ensure asset availability
for revenue contracts. The asset performance team is responsible
for managing relationships with stakeholders, monitoring
technical performance and maximising asset availability. The team
is also responsible for monitoring and integrating the Company’s
health, safety, environmental, social and investment objectives
into the Company’s operations model.
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
2. Investment Summary
Investment Objective
The investment objective of the Company is to seek to provide
investors with a sustainable and attractive dividend over the long
term by investing in a diversified portfolio of utility-scale energy
storage projects.
68
In addition, the Company seeks to provide
investors with an element 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.
1. Asset Diversification and Revenue Stacking
Assets are diversified across different stages (operation, under
construction and pre-construction), and through the ability to
participate in different services, with most of the sites expected
to generate revenue from more than one contract. Furthermore,
the portfolio is spread across four different geographical grids.
Revenue diversification is also achieved through the potential to
stack” several different income streams in one battery, allowing
the Company to spread risks across different counterparties,
contract lengths and maintain varying return profiles. The
Company aims to maintain similar diversification across third-
party service providers and works with a variety of developers,
EPC contractors, O&M contractors, battery manufacturers, asset
managers and route-to-market providers.
2. Geographical Concentration and Diversification
The Company may invest in projects in the UK, the Republic of
Ireland, North America, Western Europe, Australia, Japan, and
South Korea, although it does not intend that the aggregate value
of investments outside the UK and the Republic of Ireland will be
more than 60 per cent. of Gross Asset Value (calculated at the
time of investment).
It is the Company’s intention that no single project will have an
acquisition price greater than 20 per cent. of Gross Asset Value
of the Group as a whole (calculated at the time of acquisition).
However, to retain flexibility, the Company will be permitted
to invest in any single project (or interest in any project) that
has an acquisition price of up to a maximum of 25 per cent.
of the Company’s Gross Asset Value (calculated at the time of
acquisition).
3. Currency Exposure Management
The Company enters into hedging arrangements as appropriate
to manage its exposure to foreign currency, ensure repayment
of capital expenditure, protect against interest rate hikes, and
efficiently manage operating cash flow to ensure repayment of
intra-Group debts. The Company will not enter into derivative
transactions for speculative purposes. During the fiscal year,
the Company hedged between 50-80 per cent. of near-term
forecast cashflows in the Republic of Ireland in order to manage
its exposure against deviations in the euro-pound exchange rate
and ensure appropriate protection of the Company’s interests in
Ireland and Northern Ireland.
4. Gearing
The Board and the Investment Manager periodically review
the Company’s gearing policy to ensure that it is accretive to
Shareholders and in line with the financing needs of the Groups
expanding portfolio.
During the fiscal year, the Company determined in light of the
energy storage market’s maturity, to increase its ability to utilise
debt where appropriate (subject to the prior approval of the
Board) to expand the size and scale of operations, support the
development of an expanding portfolio, and to seek to enhance
profitability. The Directors intend for the Company to maintain a
conservative level of borrowings but have increased the maximum
cap from 15 per cent. to 50 per cent. of Gross Asset Value
(calculated at the time of drawdown of the relevant borrowings).
69
Notwithstanding the increased cap, the Directors have instructed
the Investment Manager to apply a firm borrowing limit of no
more than 30 per cent. of gross assets at any time and the
Directors commit to inform Shareholders prior to any amendment
of its views and guidelines on gearing.
The Company is a guarantor under a £15 million facility held
by the Company’s subsidiary, GSES 1 Limited. The facility may
be used to fund acquisitions, for construction of assets, and for
general working capital requirements.
Strategic Report
Continued
68 GSES 1 Limited is a wholly owned subsidiary of the Company, and it is the entity that holds the Company’s Assets (referred to as the ‘Company’s portfolio’ or ‘GSF’s portfolio’).
69 As per the Circular published to shareholders on 22 March 2022
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Strategic Report
CEO of Gore Street Capital, the Investment Adviser to the Company,
Alex O’Cinneide commented:
“I am pleased to report that the Company continues to
enjoy a sustained period of rapid growth, responding to
the pressing and global increasing need to enable the
energy transition to a low carbon society through energy
storage solutions and in the process, further diversifying
our portfolio for shareholders. We have achieved
this through a mixture of financial and operational
success, raising additional capital via highly successful,
oversubscribed fundraises, from both institutional and
retail investors; as well as delivering on our strategy,
first laid out in our IPO of 2018 when we defined this
category of investing, of building the industry-leading
international portfolio of energy storage assets, now
totalling 628.5 MW.
Our growing team of technology and engineering
resources are proactively managing both the
operational and in-construction assets to ensure that
costs and construction risks continue to maintain our
market-leading position. This active asset management
approach continues to optimise Capex of the portfolio
of assets which increases both performance and
profitability, providing greater returns for shareholders.
Additionally, our onsite teams assess how best to keep
construction on time and within budget, something
that the Company has had great success with to date,
even in this period of supply chain challenges; as well
as carefully designing each asset to be optimised for
maximum efficiency once operational.
The 291.6 MW operational portfolio
70
continues to
deliver significant cash flow for the Company and has
ensured we have maintained our robust dividend of
7 pence per share. The end of the period saw the GB
and Northern Irish assets perform extremely well;
outperforming revenue expectations considerably.
During the 2021 financial year, we successfully raised
£135.0 million in April 2021 and a further £73.6 million
in October 2021 via a Placing and PrimaryBid offer,
with an additional £150.0 million raised post-period
end. Both fundraisers were oversubscribed, resulting in
a scaling back exercise. The strong demand came from
new and existing investors, further broadening our
capital base. The substantial increase of investible capital
has given the Company additional headroom to continue
our strategy of expanding into other geographies, with
our first acquisition in Germany, during the period, and
in the United States post-reporting period, both of which
add a layer of geographical and revenue diversity to our
already highly diverse portfolio of energy storage assets,
de-risking Gore Street further for our shareholders.
The global transition to clean and renewable energy
generation continues to be a dominant priority for
governments both domestically and internationally, and
our assets play an important role in supporting energy
security and the transition to a low-carbon society, as
well as creating substantial value for shareholders.
We look ahead to the next year with optimism and
look forward to updating shareholders on our progress
during regular intervals throughout 2022 and beyond.”
70 As of the date of publication
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Summary of Recent Portfolio Developments
As of March 2022, the Company has increased its total portfolio to
628.5 MW, comprised of 231.7 MW of operational assets and 396.8
MW of construction and pre-construction projects. The latter includes
the grant secured in November 2021 from EirGrid to increase KBSL
grid capacity in the ROI by a further 90.0 MW, and the 60.0 MW
expansion of PBSL in the ROI secured last year.
The Company’s portfolio as of March 2022 represents an increase of
134 per cent. in portfolio development capacity (MW) since March
2021, and an 11 per cent. increase in the operational capacity.
The Stony (79.9 MW) and Enderby (57.0 MW) assets acquired in April
and September, respectively, are expected to become commercially
operational in Q2 and Q4 2023 calendar year, respectively.
The Company successfully marked its second stage of expansion
outside the GB market in March 2022 (having expanded into Ireland
in July 2019), with the acquisition of the Cremzow (22.0 MW) assets
in Germany. The Cremzow site has been operating to specification
and delivering revenues to the Group since January 2022
72
. This
milestone is further evidence of the successful application of the
Company’s investment methodology to new markets.
The Company also signed contracts for its first US acquisition in
March 2022, comprising an 79.6 MW portfolio of three operational
sites and five pre-construction sites in Texas. The Company has
since completed acquisition of three 9.95 MW operational assets
and one 9.95 MW projects in pre-construction stage
73
, post the
reporting period. The three operational sites began to generate
merchant revenues for the Group, as of April 2022
74
, through
delivery of ancillary services in the ERCOT market. The fourth asset
is scheduled to be operational in the second half of 2023.
The Company also reached a milestone in the ROI after the
reporting period, with its Porterstown asset coming energised as of
the date of publication. PBSL will be delivering services to EirGrid.
75
In total, the Company’s operating portfolio as of the date of
publication is 291.6 MW and the total portfolio capacity is now
668.3 MW.
The portfolio buildout provided below illustrates the Company’s
acquisitions since IPO, highlighting the relevant milestones as of
March-end and as of the publication date.
71 GSES 1 Limited is a wholly owned subsidiary of the Company, and it is the entity that holds the Company’s Assets (referred to as the ‘Company’s portfolio’ or ‘GSF’s portfolio’.
The 26 assets and 16 portfolio companies do not account for the four US acquisitions (Snyder, Westover, Sweetwater, and Mineral Wells) completed in April 2022, as this falls
outside of the fiscal year. Signature of Purchase agreement was announced on the 10th of March 2022.
72 The Cremzow acquisition was completed on 3 March 2022, however the revenues for the asset were held in a locked box since 1 January 2022 and are payable to the Company.
73 The Company expects to complete the acquisition of the remaining four assets in the coming months once the various condition precedents have been met.
74 Acquisition of the sites closed in April 22 with a locked box date on 1 March 2022.
75 The site fully energized and now waiting for confirmation on contract commencement.
Portfolio Overview
As of March 2022, the Company has an interest in 26 assets held within 16 portfolio companies
71
.
Figure 9: Portfolio by Stage. Note: colours indicate the status of assets, as of March-end. LR and PT stand for the Company’s
assets, Lower Road, and Port of Tilbury, respectively.
Expansion of ROI Assets
Construction / Pre-constructionOperational
10.0
2018 2019 2021 2022
80.7
57.0
668.3
IPO:
Boulby & Cenin
LR&PT NI PBSL & KBSL Ferrymuir Anesco Stony Enderby
Final
0
100
200
300
400
500
600
700
POTL
Operational
NI
Operational
100.0
406.8
291.6
79.9
2020
19.0
LR
Operational
49.9
60.0
60.0
90.0
22.0
39.8
POST-
REPORTING
PERIOD
PBSL expansion KBSL epansion
PerfectPowerCremzow
PBSL
Operational
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Annual Report for year ended 31 March 2022
Strategic Report
Portfolio Overview
Continued
Investment commitments made during the year and for projects closed post-year end are listed in the table below.
Table 4: Capital Commitment and expected Commercial Operational Dates (COD) for projects acquired during the fiscal year as
well as projects signed during the fiscal year but closed post year-end. The percentage committed is calculated based on the deals
closed in the period up to publication and does not include deals that were signed but not closed.
Completion Date Project Location COD
76
% Owned by
the Company Status
Capital
Commitment*
77
% of cash on balance
sheet as at 31 March
2022 committed to
project
May 2021 Stony England Q2 2023 100% Pre-construction £30.8m 14.1%
September 2021 Enderby England Q4 2023 100% Pre-construction £29.7m 13.6%
March 2022 Cremzow Germany Q2 2019 90% Operational £0.0m 0.0%
Assets signed within the reported period, but completed post-reported period:
March 2022 Snyder Texas, US Q4 2021 100% Operational £7.5m 3.4%
March 2022 Sweetwater Texas, US Q4 2021 100% Operational £7.5m 3.4%
March 2022 Westover Texas, US Q4 2021 100% Operational £7.5m 3.4%
March 2022 Mineral Wells Texas, US H2 2023 100% Pre-construction £6.9m 3.1%
As of March 2022, the Company has outstanding commitments of £210.8m, broken down below.
Table 5: Outstanding commitments as of 31 March 2022
78
2022 2023 2024 2025 Total
Outstanding commitments (% of Cash on Balance Sheet as of 31 March 2022) 53.3% 16.6% 24.9% 1.6% 96.4%
Committed amounts (£ mil) 116.6 36.3 54.4 3.5 210.8
76 Including grid connection date.
77 Expected capex (including development fee, grid connections costs and EPC) committed but yet to be deployed.
78 Note on timeline: This timeline assumes events occurred after 31 March 2022 and includes estimates to the best of the Investment Manager’s knowledge.
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31
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Portfolio Summary
The Company’s 628.5 MW portfolio of energy storage assets
is made up of operational assets, assets under construction
(“construction assets”) and assets undergoing design and
contracting (“pre-construction assets”).
A summary of the Company’s operational assets is provided in
table 7 below and a summary of its construction projects and
pre-construction projects is available in table 8 below:
Table 6: Summary, as of 31 March 2022, of all sites in construction, including the location of assets, capacity (MW), construction
status and the expected Commercial Operational Date (COD), expressed as calendar year.
Fiscal Year GB Location
Nameplate power
capacity (MW) Construction Status
Expected COD
(Calendar year) Revenue Streams
Ferrymuir Fife, Scotland 50.0 Pre-Construction Q1 2023 Frequency
Capacity Market
Energy Trading
Enderby Leicestershire,
England
57.0 Pre-construction Q4 2023 Frequency
Capacity Market
Energy Trading
Stony Buckinghamshire,
England
79.9 Pre-construction Q2 2023 Frequency
Capacity Market
Energy Trading
Ireland Location
Nameplate power
capacity (MW) Construction Status Expected COD Revenue Streams
Porterstown Phase 1 Co. Dublin 30.0 Under Construction Q3 2022 DS3 Uncapped
Capacity Market
Porterstown Phase 2 Co. Dublin 60.0 Pre-construction H1 2024 DS3 Uncapped
Capacity Market
Kilmannock Phase 1 Co. Wexford 30.0 Pre-construction Q4 2023* DS3 Uncapped
Capacity Market
Kilmannock Phase 2 Co. Wexford 90.0 Pre-construction Q4 2023* DS3 Uncapped
Capacity Market
Post
year-end
acquisitions US Location
Nameplate power
capacity (MW) Construction Status Expected COD Revenue Streams
Mineral Wells Texas 9.95 Pre-construction H2 2023 Ancillary Services
Energy Trading
*Expected timeline as of 31 March 2022. As of the publication date, the Investment Manager anticipates delays in the timeline. Commissioning dates to be confirmed by the
Investment Manager.
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Strategic Report
Table 7: Summary, as of 31 March 2022, of operational sites including the location of assets, nameplate capacity (MW and MWh),
availability for the year and services that can be performed.
Fiscal
Year GB Location
Name Plate
Power
capacity
(MW)
Name Plate
Energy
capacity
(MWh)
Availability
for the year Services that can be performed
Cenin Wales 4.0 4.8 94.9% DC, FFR, Capacity Market
Boulby Yorkshire 6.0 6.0 93.4% FFR, Capacity Market, Triads
Ancala Mixed* 11.2 11.2 96.7% DC, FFR, Capacity Market
Lower Road Essex 10.0 5.0 87.4% DC, FFR, Energy Trading, Capacity Market
Port of Tilbury Essex 9.0 4.5 92.3% DC, FFR, Capacity Market, Triads
Larport Hereford 19.5 19.5 99.6% DC, FFR, Energy Trading, Capacity Market
Lascar Bury 20.0 20.0 99.0% DC, FFR, Energy Trading, Capacity Market
Hulley Macclesfield 20.0 20.0 98.7% DC, FFR, Energy Trading, Capacity Market
Breach Farm Derbyshire 10.0 10.0 99.2% DC, FFR, Energy Trading, Capacity Market
Ireland Location
Name Plate
Power
capacity
(MW)
Name Plate
Energy
capacity
(MWh)
Availability
for the year Services that can be performed
Drumkee Co. Tyrone 50.0 21.3 97.4% DS3 Uncapped
Mullavilly Co. Armagh 50.0 21.3 97.1% DS3 Uncapped
Germany Location
Name Plate
Power
capacity
(MW)
Name Plate
Energy
capacity
(MWh)
Availability
since
acquisition Services that can be performed
Cremzow Cremzow 22.0 29.0 100% FCR, Energy Trading
TOTAL 231.7 172.6
Post
year-end
acquisitions US Location
Name Plate
Power
capacity
(MW)
Name Plate
Energy
capacity
(MWh)
Availability
since
acquisition Services that can be performed
Snyder Scurry County, Texas 9.95 19.9 N/A RRS, Energy Trading
Sweetwater Nolan County, Texas 9.95 19.9 N/A RRS, Energy Trading
Westover Ector County, Texas 9.95 19.9 N/A RRS, Energy Trading
TOTAL 29.9 59.7
*The Ancala asset comprises 10 smaller sites of 1.0 MW – 1.2 MW across the UK. Availability for the year for US assets Snyder, Sweetwater and Westover is not applicable,
as these are post year-end acquisitions.
Portfolio Summary
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Portfolio Summary
Continued
Portfolio Installed Capacity: Expected Completion Date
The Manager
79
expects all sites currently under construction or pre-construction to begin commercial operations by the end of the
second quarter of the 2025 calendar year.
Figure 10: Expected Completion Date of sites under construction and Installed Capacity expectations for the portfolio by 2025.
80
Portfolio Expansion
Portfolio
600.0
500.0
400.0
300.0
200.0
100.0
0.0
Operational Capacity
July 2022
291.5
Ferrymuir
Q1 2023
49.9
Mineral Wells
H2 2023
Enderby
Q4 2023
KBSL
H2 2025
PBSL Phase 2
H2 2024
KBSL Phase 2
[H2 2025]
90.0
Operational Capacity
H2 2025
668.3
800.0
700.0
79.9
30.0
60.0
57.0
10.0
Stony
Q2 2023
79 Investment Manager and Operations Manager collectively referred to as the Manager.
80 Note on timeline: This timeline is based on events occurred after 31 March 2022 and includes estimates to the best of the Investment Manager’s knowledge.
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Strategic Report
Figure 11: Total Capex of the Company’s greenfield projects, expressed as £’000 per MW, for both 30min and 1h-duration systems.
Capex figures include (not restricted to): Development Fee, Grid connection Capex, EPC capex
600
500
400
300
200
100
0
800
700
2018 2019 2020 2021 2022 2023 2024
1hr Duration30mins Duration
£000's/MW
47.1% decline
Capex Optimisation
The Manager strongly believes in capital efficiency, and through
financial discipline and leveraging the technical know-how of its
in-house team and strives to achieve amongst the lowest Capex
and/or Capex/MW in the industry.
The table below shows the declining trend in Capex expenditure
across the Company’s assets, per MW basis. Although
Engineering and Procurement Contract (“EPC”) prices have
increased significantly in the fiscal year, the Manager leveraged
the support of its strategic partners to ensure responsible and
timely development of construction projects. The Operations
Manager then closely monitored construction progress with the
aim of minimising unnecessary expenditure.
Portfolio Summary
Continued
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35
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
81 The Cremzow acquisition was completed on 3 March 2022 with commercial transfer effective as of 1 January 2022. The graph assumes 100 per cent availability between
January and March 2022 for illustrative purposes only. The Texas acquisitions were completed post-reported period with commercial transfer effect as of 1 March 2022. The
graph assumes 100% availability for the Texan assets in March.
82 Availability expressed as the percentage of hours without unexpected technical issues or maintenance preventing operation.
83 Third-party service provider for Engineering, Procurement and Construction (EPC).
Figure 12: Assets Availability by region for the 2021/2022 fiscal year, including German revenues received for Q1 2022 upon
acquisition in March 2022
81
90%
100%
98%
96%
94%
92%
93.1%
Q1 Q2 Q3 Q4
Ireland
Great Britain
US
Germany
96.9%
99.1%
99.1%
Inverter stability
improvements in
NI assets
Cable
replacements
in Lower Road
Portfolio Average
Asset Performance
During the fiscal year, the Company’s portfolio of assets
achieved an average availability across all regions of
97 per cent
82
:
GB: In April 2021, availability was affected by the
performance of one of the Company’s assets (Lower Road)
which was taken offline for 13 days to allow for cable
replacements. The site returned to full operational capacity
in May 2021.
Ireland: Asset availability in Ireland lowered periodically
between April and July 2021. In April, one of the projects in
NI underwent switchgear maintenance. In June, the assets
were taken offline for three days to improve inverter stability
and in July, the assets experienced inverter dropouts.
Inverter stability has now been secured in both sites.
Germany: The Cremzow asset was acquired in March
2022 with a commercial transfer date of Jan 1, 2022. The
assets are assumed to have achieved availability of 100 per
cent. across Q4 of the reporting year.
US: The Texan assets were acquired after the reported
period, with a commercial transfer date of 1 March 2022.
The three operational assets are assumed to have achieved
availability of 100 per cent. during the fourth quarter of the
reporting period.
Health & Safety (HSE)
The Manager monitors and collaborates with best-in-class EPC
contractors during the construction period. The EPC
83
contractor
takes on the role of principal contractor and HSE manager
until commercial operation. Following commercial operations,
the Manager works with third-party asset managers and
O&M service providers to ensure the Health and Safety of the
Company’s sites. GSF’s service providers are chosen based on
their performance records and are required to deliver services in
accordance with good industry practice.
The Company aims to always operate in a manner that
safeguards public health, property and the environment and
is proud to note that it has had no health or safety incidents or
community complaints in the fiscal year.
Portfolio Summary
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Strategic Report
Revenue Stacking During the 2021/2022 Fiscal Year
The diverse ancillary and trading opportunities available to energy storage assets create opportunities for diversification of revenues
with the goal of maximising the Company’s return on capital. A breakdown of sources of revenue across the different regions is
detailed below.
Table 8: Revenue breakdown for the Company’s revenue breakdown
Fiscal
Year Revenue Stream (£million)
% Within
the Grid
% Of
overall
portfolio
Revenue
/ MW
(£000’s)
Revenue
/ MWh
(£000’s) MW MWh
GB
Firm Frequency Response (FFR) £4.83 29.4% £44.0 £47.8 110.0 101.0
Dynamic Containment (DC) £9.78 59.6% £89.1 £96.8 110.0 101.0
Capacity Market (CM) £0.97 5.9% £8.8 £9.6 110.0 101.0
Wholesale Trading £0.65 3.9% £5.8 £6.4 110.0 101.0
Triad £0.19 1.1% £12.6
84
£18.0 15.0 10.5
GB - Total £16.42 55.48% £149.3 £162.6 110.0 101.0
Ireland
DS3 £12.23 100.0% £122.2 £287.0 100.0 42.6
Ireland – Total £12.23 41.35% £122.2 £287.0 100.0 42.6
Germany - 3 months
Frequency Containment Reserve (FCR) £0.63 100.0% £28.8 £22.6 22.0 28.0
Germany – Total £0.63 2.14% £28.8 £22.6 22.0 28.0
Operating Revenues £29.28 98.97%
Post
year-end
US – 1 month
85
Responsive Reserve Services (RRS) £0.31 100.0% £10.2 £5.1 29.9 59.7
US – Total
86
£0.31 1.03% £10.2 £5.1 29.9 59.7
Operating Revenues £29.59 100.0%
84 Triad revenue is only available to the Company’s behind-the-meter sites, which are Boulby and Port of Tilbury, thus only these two sites are included in the /MW and /MWh
calculations.
85 The US acquisitions in Texas were completed post reported period and had a locked box date as of 1 March 2022, which translates into all three operating Assets’ profits
directed to the Company from this locked box date. For the purpose of this illustration, the table includes revenue relating to 1 March to 31 March 2022.
86 Assuming average rate of exchange as of April 2022.
Portfolio Summary
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Operating GB assets showed strong performance for the period:
the average revenue per MW for the fiscal year was more than
68 per cent. higher than the previous fiscal year’s average.
89 per cent of GB asset delivery time was spent performing
ancillary services (DC and FFR) which generated 90.1 per cent.
of revenues for the Company’s GB assets. The remaining time
was spent in power trading, which generated 4 per cent. of
revenues. The remaining 6 per cent. of revenues were generated
from the Capacity Market (“CM”) services which is a stackable
service for which revenue is earned in parallel with delivery of
other services to the power grid. All GB assets have capacity
agreements with a duration of between one to fifteen years.
Capacity contracts are designed to deliver power to the grid, at
times of peak demand.
Ancillary service prices remained at high levels of £17.5/MW/
hour during the fiscal year. Between 1 January and 31 March
2022, prices averaged £23.1/MW/hour, with February 2022
being the strongest month, when DC achieved c. £48.0/MW/
hour. In April 2022, ancillary service prices reached a record-
high of c. £104.0/MW/hour. Revenue per MWh in Q1 2022
Great Britain (Revenue Stack)
87 Project availability and service allocation is presented as a percentage of total hours within the period. Note on Capacity Market: revenue is not including the percentage
allocation of project delivery hours. Capacity Market revenue is stackable with all other revenue streams as the Company is paid to be available to deliver this service whilst
delivering other revenue streams.
88 Past performance is not indicative of future performance.
89 From November 2021 onwards, National Grid has split DC between DC high and DC Low (DCH and DCL). For simplifications purposes, we refer to DC prices throughout the
year, with DC prices being the average of the sum of DCH and DCL after November 2021. Figure indicates price levels contracted by GSF.
Figure 13: Overview of time allocated in the fiscal year for the
Company’s operational assets in GB
87
59.6%
GB
DC
FFR
Trading
Triad Targeting
Planned Downtime
Unplanned Downtime
Idle
4.4%
3.8%
28.9%
0.5%
2.8%
calendar year was 65 per cent. higher when compared to Q1
2021 and 22 per cent. higher than 2021 quarterly average. The
Investment Manager anticipates that this trend will continue into
summer 2022 as National Grid procures increased volumes of
DC (around 1.0-1.1GW of capacity).
88
Figure 14: FFR and DC average price levels secured by GSF
Portfolio companies since DC introduction
89
DC & FFR prices in £/MW/h
Average of FFR Price
Average of DC and DL Sum
£0
£5
£10
£15
£20
£25
£30
£35
Mar
22
Feb
22
Jan
22
Dec
21
Nov
21
Oct
21
Sep
21
Aug
21
Jul
21
Jun
21
May
21
Apr
21
When appropriate, the Manager participates in wholesale
trading to exploit spikes in power pricing as a result of market
volatility. Although power trading can offer higher payments than
ancillary services, there are also higher costs associated with
faster degradation of the battery if it is used for arbitrage.
During the fiscal year, the National Grid changed its procurement
method for DC from a 24-hour procurement period to four-
hour EFA blocks, providing the assets with greater flexibility
to participate in both grid balancing and wholesale trading
services. Beginning in September 2021, volatility increased
in GB’s wholesale energy markets, improving the opportunity
for energy trading. The opportunities for combined delivery
of energy trading and frequency response service resulted in
an additional 4.3 per cent. uplift over the forecasted ancillary
services baseline.
Portfolio Summary
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Strategic Report
According to a third-party market researcher
90
, some of the
Company’s assets attained the highest market revenues on a
per MW and MWh basis at least twice during the fiscal year.
The batteries in question were of 30 min and 1-hour duration
with lower Capex when compared to longer duration. The Figure
below showcases the increasing Capex for longer-duration
batteries, as per market data.
Although the ideal duration (MWh/MW) for delivery of market
services will vary by geographic region, ancillary services can
appropriately be delivered using short-duration systems (such
as 30-minute or one-hour systems). Whilst ancillary services
remain the major source of revenue, there is little incentive to
increase the average battery duration.
The Figure below showcases the increasing Capex for longer-
duration batteries, as per market data.
Battery duration is obtained by increasing the number of cells
behind each MW of power capacity. The longer the duration,
the more expensive the battery. The Capex margin between
short and long duration battery systems is expected to
increase in the near-term raw material prices (lithium as well
as aluminium, graphite, and copper) increase.
91
Lithium alone
has increased c. 400 per cent over the last year.
The Investment Manager believes that it is premature
to invest in a 2-hour battery for the GB market given the current
Capex. Moreover, as trading only offers a marginal uplift to
ancillary services revenues (ignoring degradation concerns)
it does not justify the greater Capex. When appropriate, the
Company has the options of both retrofitting existing assets
with additional MWh capacity and increasing its pipeline for
larger duration batteries. A retrofit can be completed within
6-8 months and will be appropriate if Capex reduces to
below £300k/MWh or if trading revenue strategies
change to justify the increase in Capex.
Figure 15: Wholesale Market trading price in GB during FY
2021/2022 (£/MWh) (Aurora EOS platform, 2022)
-500
0
500
1000
1500
2000
1 Mar
022
1 Feb
2022
1 Jan
2022
1 Dec
2021
1 Nov
2021
1 Oct
2021
1 Sep
2021
1 Aug
2021
1 Jul
2021
1 Jun
2021
1 May
2021
1 Apr
2021
Figure 16: Market data for Capex increase for 1h, 2h and 4h
systems. Note: Balance of System (BoS), a structural component
of batteries. Source: Aurora Energy Research Ltd, 2021
Battery System
Inverter
0
50
100
150
200
250
300
4h System2h System1h System
BoS
81
39
16
26
125
72
27
26
203
132
45
26
90 Modo Leadership Board, 2021.
91 Aurora Energy Research Ltd, 2021.
Portfolio Summary
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Figure 17: Overview of time allocated in the fiscal year for the
Company’s operational assets in Ireland
92
Ireland
DS3
Trading
Idle
Planned Downtime
Unplanned Downtime
97.3%
2.7%
Ireland (Revenue stack)
The Company’s assets in NI and the ROI participate in the DS3
programme and the Integrated Single Energy Market (“I-SEM”)
providing revenue streams which are substantively similar to the
GB markets. The Company’s NI assets delivered DS3 services
for c. 94 per cent of the time in the fiscal year.
The Investment Manager currently provides uncapped DS3
services in NI with an aggregate capacity of 100.0 MW. In NI,
the Company uses sub-30-minute duration batteries to deliver
six ancillary services under its DS3 uncapped contracts. Prices
averaged c. £14/MW/hour during the fiscal year. In Q1 2022,
NI revenues exceeded forecast, and in February achieved an
average price of c. £31/MW/hour and c.£2m of the £4.9m net
revenues generated in Q1 2022.
The uplifts against forecasted DS3 revenues were aided by
improvements in asset performance and availability but are
materially based on the structure of DS3 revenue contracts.
Under DS3, EirGrid and SONI impose trigger and trajectory
scalars that determine when batteries should kick in, and how
steeply they should ramp up their response. Under the System
Non-Synchronous Penetration (SNSP) scalar, battery assets
are rewarded for adequately forecasting their availability to
provide frequency (and other ancillary services) and for actual
delivery of services following a performance incident
93
. The
rationale behind this scalar is to incentivise flexible assets,
such as batteries, to be available when the electricity network
is vulnerable to intermittency and the grid operators are under
stress: The more reliable the generator, the greater the revenues.
This creates a very lucrative scheme for batteries during months
when renewable generation is high, as was the case during the
recent winter of 2022, when wind penetration in the island was
relatively high.
The DS3 scalar component in pricing also means that revenues
will fluctuate based on wind penetration but will generally be
lower in the summer months and higher in winter months.
In February 2022, as a result of volatility due to high wind
penetration, DS3 uncapped revenues were more than double
the annualised average.
Uncapped DS3 contracts will continue to be awarded by EirGrid
and SONI until 30 April 2024 although regulatory authorities
have the option to extend contracts up to 2026.
The Groups assets in the ROI (Porterstown and Kilmannock)
successfully won 60.0 MW out of the 110.0 MW awarded
through a competitive tender for capped (fixed tariff) DS3
services in 2019.
94
The volume capped contracts are offered
for a maximum of a six-year term, which begins in June 2022
for Porterstown (30.0 MW) and is expected to commence in
Q4 2023 for Kilmannock (30.0 MW).
95
DS3 capped contracts
pay a fixed tariff and are not subject to the SNSP scalar.
The DS3 framework also includes CM services, and the
Company possesses CM contracts for both of its assets
in NI for delivery years beginning 2022, 2024 and 2025
(and will seek 2023 contracts in upcoming auctions).
92 Project availability and service allocation is presented as a percentage of total hours within the period.
93 There are two types of electricity generation: synchronous generation and non-synchronous generation. Non-synchronous generation produces a different amount of electricity
depending on the energy available. Most renewable forms of energy, such as wind and solar, are types of non-synchronous generation.
94 https://www.gsenergystoragefund.com/content/news/archive/2019/041019
95 Under the terms of the DS3 Capped Contract, in circumstances where the date of energization is delayed by the TSO, the contract term will be maintained, and contract
commencement delayed until the date of energization by the TSO.
Portfolio Summary
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Strategic Report
Figure 18: Overview of time allocated between 1 January to 31
March 2022 for the Company’s operational asset in Germany
98
Germany
FCR
Planned Downtime
Unplanned Downtime
100%
New Markets
The Company’s Cremzow asset in Germany further diversifies
portfolio revenues. Frequency Containment Reserve (FCR),
accounts for 100 per cent. of the services provided between 1
January to 31 March 2022 by the asset.
96
The commercial transfer date for Cremzow was 1 January
2022. There has been an uplift in projected FCR prices from the
acquisition base case, spurred on by increased volatility in the
European energy market,
97
FFR prices have averaged €21.1/
MW/hour across Q1 2022
The three operational assets acquired post-reporting period
in the US were subject to commercial transfer date of March
2022, and profits accrued by the Company for the month of
March 2022.
99
In March 2022, the three operational assets in
Texas delivered Response Reserve Service (RRS), at an average
market price of $18.7/MW/h in 2022, with peak market prices
of $183.5/MW/h.
Since April 2022 (post period-end), average RRS prices have
been 15 per cent. higher than the previous year, with peaks
as high as $2,000/MW/h during periods of sustained high
temperatures
100
, as pricing closely follows Texas temperature
patterns, with high temperatures leading to high grid demand.
Cash generation for the Fund
During the period from 31 March 2021 to 31 March 2022, the
operational portfolio generated an EBITDA of c. £23 million.
Inclusive of fund expenses, the Company generated c. £16
million in EBITDA.
For the period between 31 March 2021 to 31 March 2022,
dividends were fully covered by the EBITDA of the operational
portfolio. Dividend coverage
102
for the period between 31 March
2021 to 31 March 2022 was 1.09x for the operational portfolio
and 0.7x for the Company during the reporting period.
Figure 19: Overview of time allocated in the month of March
2022 for the Company’s operational assets in the US, Texas
101
US
RRS
Planned Downtime
Unplanned Downtime
100%
96 Operational site closed in March 22 with a locked box date on 1 January 2022.
97 Past performance is not indicative of future results.
98 Project availability and service allocation is presented as a percentage of total hours within the period. Note on Capacity Market: revenue is not including the percentage
allocation of project delivery hours. Capacity Market revenue is stackable with all other revenue streams as the Company is paid to be available to deliver this service whilst
delivering other revenue streams.
99 US, Texas acquisitions were completed post-reported period and had a locked box date as of 1 March 2022, which translates into all three operating Assets’ profits directed to
the Company from locked box date.
100 Data is for the period of 1st April 2022 to 12th July 2022.
101 Project availability and service allocation is presented as a percentage of total hours within the period. Note on Capacity Market: revenue is not including the percentage
allocation of project delivery hours. Capacity Market revenue is stackable with all other revenue streams as the Company is paid to be available to deliver this service whilst
delivering other revenue streams.
102 Dividend coverage means the number of times the Company could pay dividends to its common shareholders using its net income over the fiscal year. The Company’s
dividend coverage from the EBITDA of its operational portfolio exceeds the coverage achieved based on Company-level EBITDA because it excludes fund-level expenses.
Portfolio Summary
Continued
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41
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Figure 20: Historical dividend coverage and shares in issue by the Company.
March
2022
Dec
2021
Sept
2021
Jun
2021
Mar
2021
Dec
2020
Sept
2020
Jun
2020
Mar
2020
Dec
2019
Sept
2019
Jun
2019
Mar
2019
Dec
2018
Sept
2018
Shares in Issue
Fund EBITDA & Dividends Declared (£)
1,000,000
-
2,000,000
3,000,000
4,000,000
5,000,000
6,000,000
7,000,000
8,000,000
(1,000,000)
(2,000,000)
50,000,000
0
100,000,000
150,000,000
200,000,000
250,000,000
300,000,000
350,000,000
400,000,000
Shares in issue
Dividends Declared (£) Fund EBITDA
Profitability Drivers
Lower Capex and Opex
The Manager aims to maintain financial discipline in its
procurement, construction, and ongoing management of the
Company’s energy storage portfolio.
Return on Capital
The Company’s revenue strategy revolves around ancillary
services better suited to shorter duration batteries, as the asset
is required to correct small, but frequent, deviations in the grid’s
frequency. Given lucrative opportunities in ancillary services
in GB and Ireland, the Investment Manager has optimised
the Company’s capital allocation by sizing the assets in GSF’s
energy storage portfolio to the targeted revenue strategy. This
has resulted in some of the Company’s GB assets periodically
achieving the highest revenue per MWh and MW, as reported by
Modo Energy
103
and achieving similar returns in Ireland.
103 https://www.linkedin.com/posts/modo-energy_november-leaderboard-roundtable-activity-6874279809028038656-5p4h/
Portfolio Summary
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Strategic Report
Figure 21: Cash bridge since the end of the 2020/2021 financial year, reflecting the Capex spent during the period. until March-end 2022
Decrease
Increase
50.0
0
Cash PLC+Holdco+Opco
(31/03/21)
65.6
Fundraise
Capex and
acquistions
Cash Generation
Dividends Paid
in Period
Fund Opex Cash PLC+Holdco+Opco
(31/03/22)
Total
100.0
221.6
204.0
(48.6)
22.2
(15.2)
(6.4)
150.0
200.0
250.0
300.0
Cash (£)
The above figure illustrates the movement of cash over the fiscal
year, including the two successful fundraises totalling
£204 million (net of fees) in April and December 2021. The
Company spent £49 million in Capex and acquisitions of its
portfolio and paid a further £15 million in dividends. The
‘Fund Opex’ is £6.4 million for the period. This implied a cash
generation of £20 million by portfolio companies over the
period.
The figure below shows the budgeted investment Capex for the
existing portfolio projects, broken down by quarter for the next
three years. The ‘contracted Capex’ comprises any
pre-determined, contractual Capex, such as signed EPC
contracts, deferred development fee payments and grid
payments. The ‘uncontracted Capex’ refers to anticipated Capex
that the Company does not yet have any contractual obligation
to spend, such as EPC contracts under negotiation or tender.
The ‘expansion Capex’ and ‘duration Capex’ reflect the expected
expenditure for the second phases of the assets in the ROI
(PBSL and KBSL), and expenditure for an increase in duration to
1-hour systems for the sites currently operating below a 1-hour
duration. The running cash balance shows decreasing cash on
the balance sheet, as the Company incurs its expected Capex
over the next three years.
Commitments / deployments
Portfolio Summary
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Figure 22: Planned Capital Deployments and net cash position running cash balance (including April Capital raise) for the Company
over the next 3 years
104
0
50
100
150
200
250
300
350
Q2
2025
Q1
2025
Q4
2024
Q3
2024
Q2
2024
Q1
2024
Q4
2023
Q3
2023
Q2
2023
Q1
2023
Q4
2022
Q3
2022
Q2
2022
Cash Balance (£) Millions
0
20
40
60
70
50
30
10
Capital Commitments (£) Millions
Contracted Capex ExpansionCapexUncontracted Capex
Running Cash Blance (Including April Capital raise) Running Cash Blance
The figure below illustrates the expected timing for the use of the Company’s cash on the balance sheet (cumulative) in percentage
terms, on a quarterly basis.
Figure 23: Capital commitments or future capital deployments, as % of total committed capital until 2025
105
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Q2 2025Q1 2025Q4 2024Q3 2024Q2 2024Q1 2024Q4 2023Q3 2023Q2 2023Q1 2023Q4 2022Q3 2022Q2 2022
92.3%
86.1%
81.6%
72.5%
67.8%
64.6%
61.1%
55.3%
41.7%
28.6%
25.6%
98.3%
100.0%
Cumulative Capital Commitment (% of total)
104 Note on timeline: This timeline is based on events occurred after 31 March 2022 and includes estimates to the best of the Investment Manager’s knowledge.
105 Note on timeline: This timeline is based on events occurred after 31 March 2022 and includes estimates to the best of the Investment Manager’s knowledge.
Portfolio Summary
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Strategic Report
Pipeline
To diversify revenues and market exposure, the Investment
Manager’s current pipeline focuses heavily on international
markets, particularly mainland Western Europe and the United
States. These markets generally rely on similar grid balancing,
capacity market and trading services that characterise the GB
and Irish markets. Nonetheless, revenues are not necessarily
correlated given different regulatory frameworks, barriers to
entry, levels of renewable penetration and weather conditions.
In addition to opportunities in the UK, the Republic of Ireland,
the United States and Western Europe, the Investment
Team may invest in projects in Australia, Japan, and South
Korea, in accordance with the Company’s investment policy.
The Company does not intend that the aggregate value of
investments outside the UK and the Republic of Ireland will be
more than 60 per cent. of Gross Asset Value (calculated at the
time of investment).
The Investment Manager will leverage on its experience
to secure new assets in accordance with the Company’s
Investment Policy, so that the Company does not assume
early-stage development risks associated with obtaining land,
planning permission and grid connection rights.
As of the date of publication, the Investment Manager is actively
reviewing opportunities in GB, Ireland, Western Europe, and
the United States. The total pipeline stands at 1.57 GW or
3.24GWh with transactions in exclusivity amounting to a total of
495 MW or 980 MWh as of the date of publication.
Table 9: Pipeline as of the date of publication.
Project Location Total project
size MW
Total project
size MWh
Project A GB 200.0 400.0
Project B GB 99.8 199.6
Project C EUR 43.5 43.5
Project D US 200.0 400.0
Project E US 50.0 100.0
Project F US 95.0 180.0
Project G US 19.0 76.0
Project H US 200.0 400.0
Project J US 200.0 400.0
Project K US 200.0 400.0
Project L US 200.0 400.0
Project M US 60.0 240.0
Total 1,567.3 3,239.1
Portfolio Summary
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
1. Net Asset Value
The NAV for the Company in March-end 2022 amounted to £376.5 million and with an NAV per share of 109.1 pence. In March-end
2022, the Adjusted NAV for the Company amounted to £369.6 million, with an Adjusted NAV per share for the Company of 107.1 pence.
Adjusted NAV is calculated as the NAV per the Statement of Financial Position adjusted for the interim dividend relating to the December
2021 quarter of £6.9 million or 2.0 pence per share, which was declared in March 2022 but paid post period end on 1 April 2022.
The Adjusted NAV of March 2022 represents 6.1 per cent. increase on the NAV per share achieved in March-end 2021 of 100.9 pence,
inclusive of costs. This metric provides consistency and a more meaningful comparison against the NAV on 31 March 2021, which already
included the 2.0 pence per share dividend relating to the December 2020 quarter, which was paid in March 2021, before period-end.
Figure 24: Net Asset Value (NAV) bridge for the fiscal year in £ m
Total
Decrease
Increase
300.00
250.00
200.00
150.00
100.00
50.00
0.00
NAV
(31/03/2021)
145.1
Offering
proceeds
208.6
Offering
Expenses
-4.6
Fund and Subsidiary
Holding Companies
Operating expense
-8.2
Dividends
-22.1
Interest
Income
Increase in NAV of
Portfolio SPV’s
50.7
Adjusted NAV
(31/03/2022)
369.6
400.00
350.00
0.1
The Net DCF changes have been broken out in the below graph:
Figure 25: Net DCF changes bridge for the fiscal year £(m)
Total
Decrease
Increase
150.00
100.00
50.00
0.00
Increase in NAV of Portfolio SPV’s
98.7
5.7
Distribution from SPV
-53.8
Capex and Acquisitions
Net DCF Changes:
50.7
Valuation of the Portfolio
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Strategic Report
Table 10: Portfolio NAV
Total NAV (£m)
NAV per geography
Great Britain 89.4
Ireland 74.7
Germany 12.6
Total NAV
176.7
NAV per MW
0.37
As shown above, the portfolio NAV is diversified across GB, Ireland, and German markets, as of 31 March 2022. Furthermore, with
the recent acquisitions in Texas, US, the Investment Manager expects the Fund to successfully mitigate the risk associated with
concentrated exposure to a particular grid and achieve diversification of revenue streams over the course of 2022 and 2023.
2. Key NAV Drivers
The Investment Manager reflected general NAV drivers such as inflation, across the portfolio, as well as making asset/jurisdiction-specific
NAV updates. The major updates were as follows:
Inflation
All macroeconomic assumptions were independently determined by respective research companies. The Investment Manager updated
the long-term CPI assumption from 2.5 per cent. to 3.0 per cent. across the portfolio, given the current macro-outlook.
Grid Specific Drivers - Great Britain:
Revenues
In GB, updated price forecasts have been applied to all GB asset valuations for ancillary services, trading, Capacity Market revenue,
and other revenue sources (such as voltage revenue and TNUoS benefit). The price forecasts for ancillary services and trading are
illustrated in the blended curve shown below.
Blended Curve of Ancillary Service and Trading
(£/MW/h) Dec-22 Dec-23 Dec-24 Dec-25 Dec-30 Dec-35 Dec-40
GB (Real in 2021) 13.8 10.5 8.8 8.0 7.1 7.3 7.7
Assets which received T-4 Capacity Market contracts (Ferrymuir, Stony and Enderby) and T-1 contracts (Ancala, Larport, Lascar, Hulley
and Port of Tilbury) in the 2022 Capacity Market auction have been updated and reflected.
106
106 T-1 auction occur a year ahead of the delivery year, T-4 auctions occur four years ahead of the delivery year.
Valuation of the Portfolio
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Expenses
Higher assumptions on insurance have been applied across the portfolio to reflect the increased premiums being seen in the market.
Capex: Battery cell cost forecasts have also been updated, capturing the higher global prices seen currently in the market.
Final EPC contracts that were secured in the fiscal year, for two of the Company’s assets, Ferrymuir and Stony, have also
been reflected.
Grid Specific Drivers - Ireland:
Revenue
In NI, updated price forecasts have also been applied to asset valuations for Uncapped DS3, Trading and Capacity Market revenue.
The forecast prices for NI up until 2025 are driven by uncapped DS3 services. The average of the central forecasts from multiple third-
party research houses are shown below:
Blended Revenue stack including DS3 and trading
(€/MW/h) Dec-22 Dec-23 Dec-24 Dec-25 Dec-30 Dec-35
North Ireland (Real in 2020) 11.6 13.1 13.9 9.8 4.6 4.3
Republic of Ireland (Real in 2020) 5.7 5.0 4.4 4.0 4.6 3.9
The two NI assets were awarded Capacity Market contracts in 2019 for delivery commencing in October 2022.
Expenses
Higher assumptions on insurance have been applied across the portfolio to reflect the increase in premiums being seen in the market.
Capex: Battery cell cost forecasts have also been updated, which capture the higher global prices currently seen in the current market.
Grid Specific Drivers - Germany:
The Company’s asset in Germany, Cremzow, was acquired on 10th March 2022. GSF is the majority stakeholder in the asset (which
operates as a partnership structure), owning 90 per cent. stake. The valuation of the asset saw the following key updates since the
time of its acquisition:
Revenue
Since the time of acquisition, the Investment Manager has updated the revenue forecasts for delivery of FCR using central revenue
scenarios.
Expenses
Higher assumptions on insurance have been applied to the Cremzow asset to reflect the increase in premiums seen in the market.
3. Key Sensitivities
The NAV sensitivities are shown in the table above and cover the major macro-economic factors and valuation assumptions that the
portfolio is subject to. Increased Inflation, a lower discount rate along with a stronger Euro will lead to an increase in the value of the
portfolio. Changes in EPC prices will have a material impact on the NAV of the portfolio particularly in Great Britain, given a number of
assets in the pre-construction and construction stage, which has been depicted in the table above.
1. Inflation rate: +/- 1.0%
2. FX volatility: +/- 3.0%
3. Discount Rate: +/- 1.0%
4. EPC Capex: +/- 10.0%
Valuation of the Portfolio
Continued
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Annual Report for year ended 31 March 2022
Strategic Report
Table 11: NAV Sensitivity Chart
Region
NAV in Base
Case (With
DCF)
NAV Sensitivity Chart
Inflation
+1.0%
Inflation
-1.0%
FX
+3.0%
(£ stronger)
FX
-3.0%
(£ weaker)
Discount
Rate +1.0%
Discount
Rate -1.0%
EPC Capex
+10.0%
EPC Capex
-10.0%
Northern
Ireland
£57.1m £61.2m £53.5m £56.2m £58.0m £53.9m £60.8m n/a n/a
Republic of
Ireland
£17.7m £19.8m £15.4m £17.4m £18.1m £14.5m £21.5m £17.3m £18.2m
Great Britain £89.4m £105.3m £75.4m n/a n/a £77.0m £103.7m £84.20m £94.4m
Germany £12.6m £13.4m £11.9 £12.3m £12.9m £11.9m £13.4m n/a n/a
NAV scenarios
The NAV scenarios demonstrate the change in the value of the portfolio when considering alternate scenarios, such as utilising
High/Low revenue forecasts or applying different discount rates for projects in construction. We have taken forecasts from multiple
independent research houses in order to derive a blended revenue curve for both High and Low Cases. The below table also shows the
potential increase in value of the portfolio construction/pre-construction assets when a lower operational discount rate is applied. This
scenario illustrates the stage that the assets will progress to as they transition from the construction stage to the operational stage, in
line with the valuation matrix.
In addition, the valuation achieved from the capacity expansions of the assets in the ROI has been considered, as they will be accretive
to NAV once included. This has not been currently modelled in our base case, although will represent an increase in value to investors
in future periods.
1. Revenue Scenarios: NAV based on third-party high & low cases; these scenarios exhibit a deviation of c. 15 to 25 per cent.
from the central case
2. Discount rate: Applying an operational discount rate of 7.5 per cent. to sites in construction.
3. ROI Expansion projects: NAV if including the 90.0 MW and 60.0 MW expansions of KBSL & PBSL, respectively.
4. Based on third-party market analysis, the market average duration is 63 minutes, which exceeds the Company’s portfolio duration
average of 50 minutes
107
Key Scenarios
Table 12: NAV Scenarios
Region
NAV in Base Case
(With DCF)
NAV Scenarios Chart
Revenue
(High case)
Revenue
(Low case)
Discount Rate
(Operational rate applied to
construction assets)
ROI Expansion
(NAV of 150.0 MW ROI
capacity expansions)
Northern Ireland £57.1m £67.1m £47.1m n/a n/a
Republic of Ireland £17.7m £22.1m £12.8m £23.5m £35.3m
Great Britain £89.4m £136.0m £61.0m £110.8m n/a
Germany £12.6m £16.3m £8.1m n/a n/a
107 Source: Modo, 2021.
Valuation of the Portfolio
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
4. Valuation methodology
The Investment Manager is responsible for providing a fair market valuation of the Company’s underlying assets. Its valuation results
are presented to the Company’s Board of Directors (“Directors”) for review and approval prior to reporting. Valuations are calculated
quarterly and a sample which meets our NAV materiality threshold is reviewed by an independent third party, before the publication of
the half year and year-end reports.
All the assets in the Company’s portfolio are valued using the Discounted Cash Flow (DCF) approach that adheres to the principles of
IFRS13 and the International Valuation Standards Council (“IVSC guidelines”).
Asset Life
The valuation assumes the assets have a useful life of up to 30 years, with the Investment Manager assuming no residual value
(despite possessing active grid connections) at the end of life of the assets.
Movements in Valuation Discount Rates
The Investment Manager primarily applied a discount rate between 7.5 per cent. and 10 per cent. except for contracted revenues
within GB and Ireland, which are discounted at 6 per cent. to each asset in the Company’s portfolio, given that large portions of the
revenue were procured in response to near real-time demands of the energy system. The 6.0 per cent discount rate is only applied
to cash flow from contracted revenues which an asset has actually secured for the relevant contract period, reflecting the lower risk
associated with the contract. The weighted average discount rate is 8.31 per cent.
The standard discount rates matrix used by the Investment Manager are set out below:
Table 13: Discount Rate Matrix
Discount rate Matrix Pre-Construction Phase
Pre-Construction Phase
(Post EPC) Construction Phase * Operational Phase**
Contracted income
108
10.0% 9.5% 6.5%-9.5% 6.0%-7.0%
Uncontracted income
109
10.0% 9.5% 7.5%-9.5% 7.0%-8.5%
MW 180.0 136.9 80.0 231.7
* Construction discount rates vary based on programme status and lead time.
** Uncontracted revenue rates vary in accordance with market maturity. Contracted revenue rates vary by counterparty
Revenue
For contracted revenue, the Investment Manager used the prices of the contracts actually secured by the assets to project future
revenue cashflows. Regarding uncontracted revenue, the Investment Manager estimates uncontracted revenue based on the unit price
forecasts of independent third-party research house(s) and the advice of independent third-party consultants.
To ensure objective and unbiased calculation of the Fund’s Net Asset Value, the Investment Manager has obtained high, central, and
low cases from multiple research companies and used the average of their central scenarios for the purpose of the NAV calculation.
These uncontracted revenues were not influenced by the Investment Manager’s view; no macro-economic assumptions other than site
specific ones.
Operating Expenses
Where not already contracted and priced, operating expenditure (i.e. equipment maintenance and lease costs) is based on the most
recent contracted expenditure and price quotes, with inflation adjustments. Energy costs are estimated based on each systems
efficiency (as determined under EPC technical specifications), published transmission and distribution network tariffs, and third-party
electricity price forecasts.
108 Construction discount rates vary based on programme status and lead time.
109 Uncontracted revenue rates vary in accordance with market maturity. Contracted revenue rates vary by counterparty
Valuation of the Portfolio
Continued
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Strategic Report
110 Share price at March 2022: post publication of Share issuance programme circular, released on 29 March 2022.
Capital Expenses
The Investment Manager uses third-party curves for determining the benchmark EPC prices and also tracks market changes within the
commodities market for determining pricing for its projects. In addition, there is an assumption of (i) replacement of Inverters based
on estimated Capex halfway into the life of projects; (ii) augmentation of the assets based on markets where assets operate; and (iii)
degradation profile over time.
Fiscal Net Asset Value
Table 14: Fiscal Net Asset Value
Pence
NAV at 31 March 2021 100.9
Less 31 March 2021 declared dividend 1.0
NAV at 31 March 2021 (ex-dividend) 99.9
NAV at 31 March 2022 109.1
Less 31 December 2021 declared dividend 2.0
Adjusted NAV at 31 March 2022 107.1
Less 31 March 2022 declared dividend 1.0
NAV at 31 March 2022 (ex-dividend) 106.1
Movements in NAV (ex-dividend) 6.2
NAV Increase% 6.2
5. Share Price performance
Gore Street Energy Storage Fund has consistently traded at a premium to NAV over the last fiscal year. Share price as at
31 March 2022 was 113 pence per share,
110
representing a 5.5 per cent per cent premium to Adjusted NAV. The chart below shows
the share price over the year, compared to Adjusted NAV per share.
The Fund was also included in FTSE All-shares during the 2021/2022 fiscal period.
The Adjusted NAV per share as at 31 March 2022 was 107.1 pence. The chart below shows the historical Net Asset Value per share.
Valuation of the Portfolio
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Figure 26: Historical NAV per share and Closing Share Price for the Company
90
95
100
105
110
115
120
125
Mar
2022
Feb
2022
Jan
2022
Dec
2021
Nov
2021
Oct
2021
Sept
2021
Aug
2021
Jul
2021
Jun
2021
May
2021
Apr
2021
Close NAV
Figure 27: Historical Net Asset Value per share
111
80
85
90
95
100
105
110
Q1
2022
Q4
2021
Q3
2021
Q2
2021
Q1
2021
Q4
2020
Q3
2020
Q2
2020
Q1
2020
Q4
2019
Q3
2019
Q2
2019
Q1
2019
Q4
2018
Q3
2018
Q2
2018
101.0
100.9
99.6
97.3
96.2
94.6
96.1
95.5
93.6
91.9
92.9
94.0
97.7
NAV per Share (in pence)
103.3
103.9
107.1
Total return over
FY 21: 13%
Valuation of the Portfolio
Continued
111 For the 31 March 2022, it was assumed the Adjusted NAV
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Strategic Report
6. Dividends
The Company declared a total dividend of 7.0 pence per share
relating to the fiscal year, with the final instalment of 1.0 pence
to be paid post the date of publication
112
.
7. Gearing
As at 31 March 2022, the Company acts as guarantor under a
£15 million facility agreement held by the Company’s subsidiary,
GSES 1 Limited. The facility shall be used to fund the acquisition
and/or development of assets. There has been no significant
drawdown as of the date of publication.
Valuation of the Portfolio
Continued
112 A total of 7.0 pence in dividends were declared for the financial year: 4.0
pence in dividends were paid in the financial year and 2.0 pence in dividends
have been paid as the date of publication. The remaining 1.0 pence shall
be paid in August 2022.publication of Share issuance programme circular,
released on 29 March 2022.
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Sustainability
The Company’s purpose is to deliver long-term capital growth
to its investors by the development of a geographically diverse
portfolio of utility-scale battery storage systems that are a critical
component in accelerating the transition to greener national
grids. Whilst GSF’s core products and services are designed to
support the environmental sustainability of global grid systems,
the Board of Directors and its Investment Manager understand
that the Company has a broader responsibility to go beyond
its environmental contributions and to evaluate how best to
imbed and improve the environmental, social and governance
frameworks of its investments and operations.
The Company has chosen to align with Article 8 of the Sustainable
Finance Disclosure Regulation (SFDR), and this is the first year that the
Company has tracked the metrics that are outlined in this regulation.
These metrics will be disclosed on the Company’s website, as part of
its ‘ESG Pillars Report, in August 2022. The Company has engaged
the services of third-party experts to ensure adequate oversight of
its assessment regarding its alignment with TCFD requirements.
Neither regulatory framework is mandatory for the Company currently.
Nevertheless, the Board and Investment Manager believe that the
early monitoring of its sustainability against third-party frameworks
is an important step in improving accountability and in providing
shareholders with transparency on its progress in integrating ESG
considerations into its business framework.
The first edition of the Company’s ESG Pillars Report, which will
be available on the Company’s website in August 2022, will detail
the environmental, social and governance impact of the Company’s
actions, including its assessment under the SFDR and the United
Nations Sustainability Development Goals (SDGs) frameworks.
Environmental Sustainability
The Company contributes to the path to net zero by investing,
building, and operating battery storage systems that enable
national power grids to rely on more heavily intermittent sources
of renewable power. Energy storage technologies also “make low
carbon electricity systems more cost-effective”.
113
The political drive for a greener grid stems from “unambiguous
risks of climate change”.
114
In addition, social and political
support for a greener energy policy has increased since the
fiscal year as a result of COVID-19, rising natural gas prices
and geopolitical instability in Europe. For instance, Germany
has increased its targets for electricity consumption from
renewables from 80 per cent by 2030, to 100 per cent. by
2035.
115
These targets will see Germany alone install 22 GW of
solar and 10 GW of onshore wind per year. The UK will look to
similarly decarbonise its power systems by the same date
116
.
Energy consumption is also increasing. Between 2015 and
2019, global energy consumption grew by 6.6 per cent.
117
In
order to accommodate a greater share of renewables in energy
systems and support increased energy consumption, it will be
necessary to invest in a portfolio of technological solutions,
including energy storage, smart grids, as well as demand-side
management, enabling the transition to a greener power grid.
118
113 IPCC_AR6_WGIII_FinalDraft_FullReport.pdf pg 995
114 IPCC_AR6_WGIII_FinalDraft_FullReport.pdf pg 80
115 Panorama - Germany raises the bar on renewable energy with new set of laws for 100 per cent renewable power - Renewable Energy Magazine, at the heart of clean
energy journalism
116 Department for Business, Energy & Industrial Strategy and The Rt Hon Kwasi Kwarteng MP, 2021. ‘Plans unveiled to decarbonise UK power system by 2035’.
Available at: https://www.gov.uk/government/news/plans-unveiled-to-decarbonise-uk-power-system-by-2035
117 IPCC_AR6_WGIII_FinalDraft_FullReport.pdf pg 116
118 IPCC_AR6_WGIII_FinalDraft_FullReport.pdf pg. 37
Renewable Energy
Generation
Energy Storage
Energy use
(end consumers)
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Strategic Report
Case Study:
GSF delivers frequency response services that enable higher renewable penetration into
energy systems
The ultimate goal of grid system operators is to keep the
lights on. National transmission networks require electricity
generators to spin at fifty rotations per second (50Hz) for the
power systems to run smoothly; too much supply and the grid
electricity frequency will rise, potentially short-circuiting. On the
other hand, too much demand will lower frequency and equally
cause system failure.
Energy storage is part of the infrastructure used by the Irish grid
to maintain system frequency in ROI and NI. System balancing
is increasingly challenging in Ireland because it is one of the
world’s leaders in developing an environmentally sustainable
grid: EirGrid had increased the cap on the amount of variable
renewable generation on the grid at a given time to 75 per cent.
following a successful trial.
119
Without balancing infrastructure,
the EirGrid and SONI network operators must resort to brown
and blackouts to maintain their system within normal operating
limits of 49.9Hz to 50.1Hz.
The Company’s energy storage systems in NI were
activated to prevent system imbalance on Monday,
22 November 2021 after the grid system measured a
drop below the trigger threshold of 49.8Hz.
On 22 November 2021, two conventional generators within
the Irish grid tripped offline in quick succession, prompting two
drops in frequency. By inversing the frequency graph and scaling
correctly, Drumkee was able to respond to the changes in grid
system electricity and output up to 50 MW of power until the
grid system returned to its normal operating thresholds.
Without the intervention of Drumkee and other balancing
systems, the Irish grid may well have had to resort to a brown or
black out to remain balanced.
Drumkee and Mullavilly can increase their combined grid power
output by up to 100MW in less than half a second and, as the
Irish grid moves towards net zero, it will increasingly rely on
the support of these and other battery storage technologies
for system balancing. In anticipation of increased demand, the
Company will increase its battery system capacity in Ireland
by 30 MW as of the date of publication and has an additional
180MW of generation under development in Ireland.
Sustainability
Continued
49.5
49.6
49.7
49.8
49.9
50.0
50.1
50.2
50.3
50.4
50.5
-10
0
10
20
30
40
50
60
-10 -8 -6 -4 -2 0 2 4 6 8 10 12 14
Frequency (Hz)
Measured Power (MW)
Time Into Event (seconds)
Measured Power Frequency
Measured Power Frequency
49.62
49.67
49.72
49.77
49.82
-10
0
10
20
30
40
50
60
-10.0
-7.0
-2.0
-3.0
-4.0
-5.0
-6.0
-8.0
-9.0
-1.0
0.0
6.0
9.0
8.0
7.0
5.0
4.0
3.0
2.0
1.0
12.0
11.0
10.0
15.0
14.0
13.0
Frequency (Hz)
Measured Power (MW)
Figure 28: Immediate response at Drumkee project in the first
15 seconds following detection of the frequency event.
Figure 29: Measured power’s (nearly exact) tracking of
frequency.
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Annual Report for year ended 31 March 2022
119 https://www.eirgridgroup.com/newsroom/electricity-grid-to-run-o/#:~:text=07%20April%202022,project%20by%20grid%20operator%20EirGrid.
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Annual Report for year ended 31 March 2022
TCFD Disclosures
The Company has engaged the
services of third-party experts to
ensure adequate oversight of its
assessment of its alignment with
TCFD requirements.
The Company aims to complete
a formal climate risk assessment
and make necessary disclosures
in accordance with TCDF
requirements by the end of
2022 calendar year.
United Nations Sustainability
Development Goals (SDGs)
The 2022 ESG Pillars Report (which will
be available on the Company’s website in
August) will also include the Company’s
ESG assessment against the UN’s
Sustainability Development Goals (SDGs).
Sustainable Finance Disclosure Regulation (SFDR)
The Company, a sole-play investor in battery energy storage systems,
confirms that it constitutes a “financial product” that “promotes
environmental or social characteristics” under the SFDR.
120
During the fiscal year, the Company engaged reputable
third-party environmental consultants to assess and track the
Company’s environmental and social performance against
14 main metrics under Article 8 SFDR and six additional
environmental and social impact indicators, which are relevant
to the Company’s business processes. In order to provide
transparency, the Company has engaged the services of a third-
party organisation with expertise in ESG and renewable energy,
to track and monitor the metrics under SFDR. The first ESG
Pillars Report detailing this assessment will be available on the
Company’s website in August 2022.
United Nations Principles for
Responsible Investing (UN PRI)
The Company is a signatory of the UN
PRI. The UN PRI requires the Company
to participate in the next mandatory
submission period, which will be in 2024.
The Investment Manager is currently
reviewing what steps need to be taken
in order for the Company to have greater
alignment with the UN PRI.
121
Green Economy Mark
The Company’s role in energy storage
has been recognised by the Exchange
Green Economy Mark, awarded by the
London Stock Exchanges Green Economy
Mark. The award recognises companies
that derive 50 per cent or more of their
revenues from environmental solutions.
Global Impact Investing
Network
The Company is a member of
the Global Impact Investing
Network (GIIN) and is aligned
with GIIN’s mission of reducing
barriers to impact investment
and supporting the allocation
of capital to fund solutions to
the world’s most intractable
challenges
120 Per Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector. Please see the Company’s website for further information.
121 https://www.unpri.org/about-us/what-are-the-principles-for-responsible-investment
Sustainability in Governance
The Company has invested heavily in the fiscal year to document its environmental sustainability and to identify areas for improvement
in its social sustainability and governance processes. The Company is committed to disclosing any shortfalls in its environmental, social
and governance metrices to investors. It will rigorously evaluate its ESG performance, and when deemed appropriate, shall integrate
necessary changes to its investment, operations, and leadership frameworks in an orderly and responsible manner.
A delegated team of engineers, compliance, reporting and legal professionals at the Investment Manager (through its subsidiary, the
Operating Manager) have worked closely with third-party advisors during the fiscal year to begin data collection and operational
assessments as required to commence SFDR reporting.
Over the next two years, the Investment Manager will continue its ESG performance assessment process to incorporate other
applicable regulatory frameworks and initiatives, including as regulated by the Financial Conducts Authority. Simultaneously with this
assessment, the Investment Manager will recommend to the Board that it evaluate and integrate improvements into every aspect of
the business as appropriate to meet the Company’s stated environmental, social and governance goals.
Sustainability Regulations and Awards
Sustainability
Continued
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Strategic Report
Equality, Diversity, and Inclusion at GSF
The Company is an Investment Trust and has no employees nor any senior management.
The Listing Rule 9.8.6R(10) requires the Company to specify Board diversity as broken down by gender identity or sex, and ethnic
background. The Board is currently composed of four individuals (one female and three males) who identify themselves as ‘White
British or other White (including minority-white groups)’. It is the Company’s intent to both grow the Board and to plan for the
succession of its members beginning in the 2023 fiscal year. The Company supports the global investor community’s efforts to
improve diversity in senior management and Board leadership. GSF is working with reputable third-party advisors to evaluate the
Board’s composition in a manner consistent with such efforts.
The Listing Rule 9.8.6R(10) requires the Company to specify Board diversity as broken down by gender identity or sex, and ethnic
background.
Table 15: Table for reporting on gender identity or sex.
Number of
board members
Percentage
of the board*
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number of
executive
management
Percentage
of executive
management
Men 3 75% 1 n/a n/a
Women 1 25% 0 n/a n/a
Other categories 0 0 0 n/a n/a
Not specified/ prefer not to say 0 0 0 n/a n/a
* Note: the investment trust does not have any executive management
Table 16: Table for reporting on ethnic background.
Number of
board members
Percentage
of the board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number of
executive
management
Percentage
of executive
management
White British or other White
(including minority-white groups)
4 100% 100% n/a n/a
Mixed/ Multiple Ethnic Groups 0 0% 0% n/a n/a
Asian/ Asian British 0 0% 0% n/a n/a
Black/ African/ Caribbean/ Black
British
0 0% 0% n/a n/a
Other ethnic group, including Arab 0 0% 0% n/a n/a
Not specified/ prefer not to say 0 0% 0% n/a n/a
Sustainability
Continued
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Annual Report for year ended 31 March 2022
COVID 19 and Geopolitical Factors
The impacts of Covid-19, Brexit, and the Russo-Ukrainian war
continue to evolve at a rapid pace. The Board and Investment
Manager are continuously assessing how these social, economic,
and geo-political events impact the Group’s principal risks.
Impact of Supply Chain Disruptions on
EPC Strategy and Costs
The changes in cross-border trade between Britain and the EU
on the one hand, and the government ordered shutdowns and
lockdowns in response to COVID-19, including in China, on the
other hand, continue to disrupt global supply chains. Manufacturing
and shipping delays may materially increase key equipment costs.
There is a risk that supply chain disruption will materially increase
the cost of construction delay bringing new projects online,
negatively impact the Group’s overall financial returns.
Whilst the cost and supply of materials continues to fluctuate,
the Investment Manager has, to a substantial degree, mitigated
the impact of such fluctuations through its existing EPC
framework arrangements. These arrangements, implemented
prior to the onset of supply chain disruptions, have allowed
the Group to benefit in the short term from fixed pricing for
key equipment, limit adjustments where pricing is variable and
have also ensured that the Group has timely and preferred
access to equipment notwithstanding market shortages.
Nonetheless, there remains a risk that further or persistent
supply chain disruptions will materially increase the average cost
of construction and negatively impact the Groups construction
operations in the short term and its longer-term returns.
Impact on Operations
COVID-19 related illnesses and lockdowns may also restrict
the ability of engineers to access sites, negatively impacting
the Company’s ability to meet deadlines for commencement of
services or implement its asset maintenance programs.
To date, the Company’s construction activities constitute key
infrastructure activities that have not been subject to lockdown
restrictions and none of its EPC providers have suffered material
delays in construction as a result of the COVID pandemic. The
Company continues to work closely with its suppliers and service
providers to seek to adjust project timelines to anticipate and allow
for delays and illnesses resulting from COVID. Nonetheless, there
remains a risk that severe or persistent staff shortages will negatively
impact the Groups construction activities in the short term.
The Investment Manager operates a hybrid work environment
to allow staff the maximum amount of flexibility to manage
COVID-19related disruptions. Nonetheless, there remains a risk
of short term or persistent disruption to business activities as a
result of COVID-19 related illnesses.
The GSF Risk Control Framework
The Company’s Board has general oversight and responsibility for
maintaining and reviewing the effectiveness of the Company’s risk
management activities and does so on a quarterly basis. In addition,
risks are managed by the AIFM through its Risk Committee and
Internal Controls. The Risk Committee meets on a monthly basis
to review risks and controls, including those relating to information
security, regulatory compliance, and business continuity. Their
findings are shared with the Board on a quarterly basis.
THE BOARD OF DIRECTORS
The Company’s Board is responsible for maintaining and
reviewing the effectiveness of the Company’s risk management
activities, from a strategic, financial, and operational perspective.
The Board aims to ensure that risks are accurately identified and
managed but does not seek to eliminate such risks. Additional
risks and uncertainties not currently known to the Board of
Directors, or that the Directors deem immaterial, may also have
an adverse effect on the performance of the Company.
THE RISK COMMITTEE.
The AIFM’s Risk Committee regularly monitors the principal
risks and uncertainties identified, along with the strategies
developed and the actions proposed to mitigate them. The risk
identification, assessment and reporting process are supported
by the Investment Manager’s Executive Team, who continually
review the effectiveness of the AIFM’s risk management systems
and its internal controls.
INTERNAL CONTROLS
Each member of the Investment Manager’s Executive Team is
responsible for the management of the specific risks within their
own business unit. The Executive Team assesses current risks,
reviews, and monitors the controls that mitigate those risks; and
identifies potential new risks to the Board and Risk Committee.
They are also responsible for reviewing, monitoring, and agreeing
to the approach for mitigating specific risks faced by the Company.
INTERNAL AND EXTERNAL AUDITORS
The Investment Manager’s internal auditors review and assess
the Company’s risk management and internal controls process
and report their findings and recommendations to the board
of directors of the Investment Manager and the Company,
respectively.
Principal Risks and Uncertainties
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Strategic Report
Principal Risks and Uncertainties
Continued
Identification & Assessment of Risks
Risk
COVID 19
Changes to Market Design
Inflation
Exposure to Lithium-Ion Batteries
and Battery Manufacturers
Key Skills Retention
Dependence on Long-Term
Operations and Maintenance
(O&M) Contracts
Valuation of Unquoted Assets
Delays in Grid Energisation or
Commissioning
Currency Exposure
Cyber-Attack and Loss of Data
Insurability of Assets
Our Risk Profile
Our risk assessment program assesses the potential impact of key financial, reputational, and operational risks against the probability
of their occurrence.
Probability
Very likely
High
Rare
Low
Possible
Medium
Impact
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Principal Risks and Uncertainties
Continued
Key Risks and Uncertainties
Key risks highlighted by the Board of Directors as impacting the Company in the year ending March 2022 and highlighted below:
Risk Description Mitigant
Changes to
Market Design
The Company’s assets generate revenue by delivering
balancing services to power grid operators in the United
Kingdom, Ireland, Germany, and United States. There is
a risk in any of those markets that unanticipated changes
to the design of power system services or any change in
the specifications and requirements for service delivery
(including network charges or changes to market rules) could
negatively impact revenues or constrain revenue projections
for assets within the region in which a change occurs and
thereby reduce the net asset value of the affected assets.
The Company owns and operates a diverse portfolio of
assets across Great Britain, Ireland, Germany and (post year-
end) the ERCOT market within the United States.
In addition, the Investment Manager aims to stack revenue
contracts in order to vary the types of income streams
received from each system operator and within each market.
In these two ways, the Company minimises its reliance on
any single market or any specific market service and mitigates
against changes in any single market product.
Inflation
The Company’s profit projections are based in part on
its budget for capital and operating expenditure incurred
in the construction, operation, and maintenance of its
portfolio of battery storage assets. These include the cost
of battery cells, inverters, the cost of power required to
charge the batteries and the labour costs for operations.
There is a risk that unanticipated inflation will increase
capital expenditure and operating costs materially beyond
budget with the consequence of reducing profitability
below the investment forecast and/or rendering projects
less economic or uneconomic.
There is also a risk that continued or severe inflation could
positively and/or negatively change the grid power market
design (see Changes to Market Design above).
The Company has little exposure to debt financing but has
access to debt facilities.
122
There is a risk that increases
in the inflationary index rates could render the interest
rates applicable to these debt facilities less economic or
uneconomic.
The Company ensures that it generates revenues in the markets
in which it incurs operating costs from a diverse mix of short,
medium and long-term contracts that are subject to fixed or
floating contract prices. As revenues are pegged to operating
expenditure, the Company shall aim to neutralise inflationary
increases (e.g. cost of power to charge the batteries) by
rebalancing its revenue services (e.g. changing the timing or
bases for charging batteries to either reduce costs or increase
revenues) as appropriate to maintain its investment forecast.
The Company has sufficient access to equity capital and
shall only utilise debt to the extent considered accretive to
shareholders.
Exposure to
Lithium-Ion
Batteries
and Battery
Manufacturers
Gore Street’s portfolio currently consists only of lithium-ion
batteries. The Groups battery energy storage systems are
designed by a variety of EPC providers but the underlying
lithium-ion batteries are manufactured primarily by BYD,
CATL and LG Chem. While the Company considers lithium-
ion battery technology to be the most efficient and most
competitive form of storage in today’s market, there is a risk
that other technologies may enter the market with the ability
to provide similar or more efficient services to power markets
at comparable or lower costs, reducing the portfolio’s market
share of revenues in the medium or long term.
The Company remains technology agnostic and continues to
evaluate other economically viable energy storage opportunities
in order to minimise its exposure to lithium-ion and further
diversify its portfolio mix. The Company is not under an
exclusivity agreement with any individual battery manufacturer
and will manage its supply framework agreements in a
manner that allows it to take advantage of any improvements
or amendments to new storage technologies as they become
commercially viable.
122 The Company has circa £2m in debt drawn on a £15m facility.
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Principal Risks and Uncertainties
Continued
Risk Description Mitigant
Key Skills
Retention
The Company is an investment trust operated under the
supervision of a non-executive board of directors; it has
no employees and relies exclusively on third parties to
manage and operate its assets and deliver information
to shareholders. In particular, the Investment Manager
is responsible for the development of the Company’s
acquisition pipeline and (through its subsidiary) has
operational oversight of the Company’s procurement,
construction, asset management, and revenue generation
functions. The Investment Manager engages and supervises
leading industry suppliers and service providers for
operational performance including for engineering,
procurement, construction, asset management and
maintenance of battery energy storage assets. In addition,
the Investment Manager supports the Company’s
Administrator to ensure adequate management of the
Company’s accounting functions. There is a risk that the
early termination of the AIFM and Operational Management
Agreements would result in a loss of key expertise required
for the strategic, financial and operational management of
the Company
The AIFM Agreement between the Company and the
Investment Manager provides for a twelve-month notice
period before termination by either party in order to afford the
Company sufficient time to arrange for alternative services.
Dependence
on Long Term
Operations and
Maintenance
(O&M) Contracts
Each battery energy storage system contains multiple battery
stacks connected in parallel, with each stack containing
modules of battery cells that are partially independent and
can be replaced and repaired separately, thereby partially
limiting the impact of failure of any module of cells. The
performance of each Group asset is nonetheless dependent
on scheduled maintenance and timely repair of batteries by
these service providers in order to ensure the health and
safety of the communities and systems concerned and to
ensure the durability of the battery system for its anticipated
life span. There is a risk that the asset and O&M providers
selected to maintain and manage the battery systems fail
to adequately deliver services, which could lead to loss of
revenue, health, and safety risks and/or untimely degradation
or destruction of the battery systems.
The Investment Management routinely seeks to incorporate
warranties and liquidated damage clauses into the O&M service
contracts to ensure that service providers are adequately
incentivised to maintain systems in the manner contracted
for. Although these service contracts are long-term, there are
subject to early termination for breach of service terms.
Investment in
Unquoted Assets
The Company invests predominantly in unquoted assets whose
value involves the exercise of judgement by the Investment
Manager.
There is a risk that the Investment Manager may fail to fulfil its
investment objectives in making these investments or may fail
to appropriately implement its investment strategy in selecting
assets for investment or may fail to comply with the Company’s
investment policy in implementing its investment strategy.
The Investment Manager is regulated by the FCA and managed
by professionals who have knowledge and expertise working
in a regulated environment. The Investment Manager works
under the supervision of an Investment Committee composed
of investment professionals with decades of experience in clean
energy investing. The Investment Committee reviews each of
the Investment Manager’s recommendations to ensure that they
comply with the Company’s investment policy and are in line
with the Investment Manager’s investment strategy.
Valuation of
Unquoted Assets
The Company invests predominantly in unquoted assets
whose fair value involves the exercise of judgement by the
Investment Manager. There is a risk that the Investment
Manager’s valuation of the portfolio may be deemed by other
third parties to have been overstated or understated.
The Investment Manager routinely works with market experts
to assess the reasonableness of key data utilised in the asset
valuation process (such as energy price forecasts) and to
reassess its valuations on a quarterly basis. In addition, in
order to ensure the object reasonableness of the Company’s
NAV materiality threshold and the discount rates applied,
substantive components of the portfolio valuation, (based on a
NAV materiality threshold) are reviewed by an independent third
party, prior to publication of the half-year and year-end reports.
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Risk Description Mitigant
Delays in Grid
Energisation or
Commissioning
The Company relies on EPC contractors for energy storage
system construction, and on the relevant transmission
systems and distribution systems’ owners (TSO) for timely
energisation and connection of that battery storage asset to
the transmission and distribution networks appropriately.
There is a risk that either the EPC contractor or relevant TSO
could delay the target commercialisation date of an asset
under construction and negatively impact projected revenues.
The Company works closely with EPC contractors to ensure
timely performance of services and imposes liquidated damage
payments under the EPC contracts for certain delays in delivery.
The Company seeks commitments from TSOs to a target
energisation date as a condition to project acquisition and
provides maximum visibility on project development to
TSOs in order to encourage collaboration towards that target
energisation date.
Currency
Exposure
The Company is the principal lender of funds to Group assets
(via intercompany loan arrangements) for their investments
in projects, including projects outside of the UK. This means
that the Company may indirectly invest in projects generating
revenue and expenditure denominated in a currency other
than Sterling, including in US Dollars and Euros. There is a
risk that the value of such projects and the revenues projected
to be received from them will be diminished as a result of
fluctuations in currency exchange rates. The diminishing
in value could impact a subsidiary’s ability to pay back the
Company under the intercompany loan arrangements.
The Company acts as guarantor under currency hedge
arrangements entered into by impacted subsidiaries to mitigate
its exposure to the Euro under EirGrid and SONI contracts. The
Company will also guarantee future hedging arrangements as
appropriate to seek to manage its exposure to foreign currency
risks. As of publication date, it is completing similar hedging
arrangements to mitigate its Euro and Dollar exposure in light of
recent acquisitions in Germany and Texas, US.
Cyber-Attack and
Loss of Data
The Company is exposed (through the server, software, and
communications systems of its primary service providers and
suppliers) to the risk of cyber-attacks that may result in the
loss of data, violation of privacy and resulting reputational
damage.
Among other measures, the Company ensures its contractors
and service providers incorporate firewalls and virtual private
networks for any equipment capable of remote access or
control. Cybersecurity measures are incorporated for both
external and internal (‘local’) access to equipment, preventing
exposure to ransomware attacks or unsolicited access for
any purpose. The Company engages experts to assess the
adequacy of its cybersecurity measures and has implemented
a requirement for annual testing to confirm and certify such
adequacy for representative samples for the entire fleet.
Insurability of
Assets
The Company protects the value of its asset from property
damage, theft, vandalism, fire damage and other physical
risks through property insurance. Property insurance is
assessed and renewed on an annual basis. Battery storage is
in its nascent stage from an insurance perspective and there
is a risk that this class of assets will be deemed uninsurable
or may become too expensive to insure.
The Company is taking adequate procedures to protect its
assets from theft and vandalism through upgrades to its security
equipment and improvements in its remote monitoring. The
Company will continue to monitor and upgrade its surveillance
systems as appropriate to prevent theft or vandalism.
The Company continues to evaluate its fire prevention and
control measures to ensure the suitability of each system’s
design to sufficiently mitigate the risk of fire and manage the
consequences of such an event. The mitigation solution is
design risk assessed and tailored to the environments in which
the assets are based, taking into consideration (among others)
the layout of the battery system, its location (rural or urban),
technology type and water access. The Investment Manager
is actively engaged in dialogue with third-party insurers, fire
safety professionals and other industry experts to reaffirm the
adequacy of its processes and to discuss operational safety in
general in the battery storage context.
Emerging Risks
To ensure that the Company maintains a holistic view of risk management, the AIFM and the Board will continue to monitor the
relevant emerging risks and assess their potential to adversely impact operations on a quarterly basis. The risks identified this year are:
(i) regulatory and legal changes impacting strategy (including as may ensue from compliance with TCFD’s climate-related reporting
and metrics), (ii) other impacts of climate risks on technologies and markets, (iii) potential changes to national and cross-border energy
policy; (iv) interest rate risks (not yet relevant as the Company currently has no floating rate debt facilities), and (v) changes to future
investor accreditation resulting from Brexit.
Principal Risks and Uncertainties
Continued
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Strategic Report
Governance
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Directors’ Report
The Directors present their report together with the audited
financial statements for the period from 1 April 2021 to
31March 2022. The Corporate Governance Statement on
pages 71-98 forms part of this report. The Directors’ Report
together with the Strategic Report comprise the “management
report” for the purposes of Disclosure Guidance and
Transparency Rule 4.1.5R.
Principal Activity and Status
The Company was incorporated in England and Wales on
19January 2018 with company number 11160422 and
registered as an investment company limited by shares under
Section 833 of the Companies Act 2006. On 25 May 2018, the
Company’s Ordinary Shares were admitted as a Premium Listing
and commenced dealings on the Main Market of the London
Stock Exchange (“LSE”). The Company has, subsequent to its
launch, entered the Investment Trust Company (“ITC”) regime for
the purposes of UK taxation. The Company is a member of the
Association of Investment Companies (“AIC”).
Business Review
During the period the Company, through GSES 1 Limited,
successfully acquired three new facilities, including its first
investment in Germany and two additional investments
in GB, of which all facilities are majority owned by the
Company. Post year-end, the Company has completed its first
acquisition in North America, in Texas, US. The registered
address of GSES1 Limited is The Scalpel, 18th Floor,
52Lime Street, London, EC3M 7AF. The Chair’s statement
and Investment Manager’s report expands on the business
activity and acquisitions in the period.
Results and Dividends
The financial statements of the Company for the period appear
from pages 99-104. Total Comprehensive income for the
year 31March 2022 was £42,527,570 (31 March 2021
£14,594,694). TheDirectors recommend a fourth interim
dividend of 1.0 pence per share be paid, bringing the total
dividend in respect of the period ended 31 March 2022 to 7
pence per share (7 pence per share 31 March 2021).
Dividend Policy
Subject to market conditions and performance, financial
position, and financial outlook, it is the Directors’ intention to
pay an attractive level of dividend income to Shareholders on a
quarterly basis.
On 22 March 2022, the Company announced that, for the
quarter to 31 March 2022, and for subsequent financial years,
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. If any C Shares are issued, holders of CShares will
be entitled to participate in any dividends which the Directors may
resolve to pay to holders of C Shares out of the assets attributable
to the C Shares. The target dividends set out above shall not
apply to any C Shares prior to their conversion into Ordinary
Shares. Investors should note that the payment of dividends is at
the discretion of the Board and the Directors may resolve to pay
dividends otherwise than in accordance with the targets noted
above in order to reflect the Company’s expected returns and future
plans for the growth of the Company.
The targeted annual dividend to 31 March 2022 has been met.
Share Capital
As at 31 March 2022, 345,035,842 Ordinary Shares were in
issue (31 March 2021: 276,224,622) and no other classes of
shares were in issue at the respective 2021 and 2022 year end.
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64
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Risk Management and Internal Control
The Board is responsible for financial reporting and controls,
including the approval of the Annual Report and Accounts, the
dividend policy, any significant changes in accounting policies or
practices, going concern and treasury policies including the use
of derivative financial instruments. The Board takes comfort that
it has outsourced and received assurance from those service
providers regarding their internal controls and risk management
processes. During the period, the Board has carried out a robust
assessment of the principal risks and uncertainties facing the
Company and how they are being mitigated, as described on
pages 57-61. Further detail on how the board ensure effective
internal controls is provided on page 57.
The Board meets at least every quarter to review the Company’s
performance against its strategic aims, objectives, business
plans and budgets and ensures that any corrective action
considered necessary is taken. Additional meetings are held as
required to deal with the business of the Company in a timely
manner. Directors are expected to attend all meetings of the
Board and all meetings of those committees on which they sit,
as well as the Annual General Meeting (“AGM”). Meetings called
outside of the scheduled quarterly Board meetings may need
to be convened at relatively short notice and therefore at times
when not every director is available. Every meeting during the
period was convened with an appropriate quorum and with the
Directors acting independently of the Investment Manager.
Insurance
The Company maintains £10 million of Directors’ and Officers’
Liability Insurance cover for the benefit of the Directors, which
was in place throughout the period, and which continues in
effect at the date of this report.
Directors
All Directors are Non-Executive Directors. All the Directors
will seek re-election at the AGM in accordance with the
recommendation of the AIC Code. Full details of the processes
by which Directors can be appointed or replaced are set out in
the Articles of Association.
Significant Shareholdings
As at 31 March 2022 the following shareholders have a
disclosable interest of 3 per cent or more in the Ordinary Shares
of the Company:
Shareholder
Number of
Ordinary Shares
Percentage of
issued
share capital
Rathbones 51,165,522 14.83%
Hargreaves Lansdown
Nominees Limited 22,048,703 6.39%
EFG Harris Allday 18,975,028 5.50%
Interactive Investor Services
Nominee Limited 16,528,086 4.79%
Charles Stanley 12,682,956 3.68%
Momentum Global
Investment Management 12,389,177 3.59%
National Treasury
Management Agency 11,730,910 3.40%
AJ Bell 11,677,367 3.38%
First Avenue Capital 11,658,249 3.38%
Redmayne Bentley 10,972,508 3.18%
Privium Fund Management 10,947,263 3.17%
Political Contributions
The Company made no political contributions during the period.
Greenhouse Gas Emissions Reporting
The Board has considered the requirement to disclose the
Company’s measured carbon emissions sources under The
Companies Act 2006 (Strategic Report and Directors’ Report)
Regulations 2013. The Company is a closed-ended investment
company which has no employees and so its own direct
environmental impact is minimal.
Employees
The Company has no employees and therefore no employee
share scheme or policies for the employment of disabled
persons or employee engagement.
Restrictions on Transfer of Securities in
the Company
There are no restrictions on the transfer of securities in the
Company, except as a result of:
The Financial Conduct Authority (“FCA”) Listing Rules that
require certain individuals to have approval to deal in the
Company’s shares: and,
The Company’s Articles of Association that allow the Board
to decline to register a transfer of shares, or otherwise
impose restriction on shares.
Directors’ Report
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
The Company is not aware of any agreements between holders
of securities that may result in restrictions on transferring
securities in the Company.
Securities Carrying Special Rights
No person holds securities in the Company carrying special
rights with regards to control of the Company.
Change of Control
The Company is not aware of any person who, directly or
indirectly, owns or controls the Company. The Company is not
aware of any arrangements the operations of which may give
rise to a change in control of the Company.
Directors’ Share Dealings
The Directors have adopted a code of Directors’ dealing in
Ordinary Shares, which is in accordance with the Market Abuse
Regulation. The Board is responsible for taking all proper and
reasonable steps to ensure any dealings by Directors, or persons
closely associated with them, are in compliance with the Market
Abuse Regulation.
Articles of Association
These are available on the Company’s website at
https://www.gsenergystoragefund.com/ or by application to the
Company Secretary. Any amendment to the Company’s Articles
of Association (the “Articles”) may only be made by passing a
special resolution of the Shareholders of the Company.
Branches outside the UK
The Company does not have any branches outside the UK.
Powers of the Directors
The Board are responsible for managing the business affairs of
the Company in accordance with the Articles, the Companies
Act, any direction given by the Shareholders by special resolution
and the investment policy and have overall responsibility for the
Company’s activities including its strategy, investment activities
and reviewing the performance of the portfolio.
Powers in Relation to the Company Issuing
Its Shares
Subject to company law and the Articles, the Directors are
authorised to issue shares of such number of tranches and on
such terms as they determine, provided that such terms are
consistent with the provision of the Articles.
Statutory Information Contained
Elsewhere in the Annual Report
Information required to be part of this Directors’ Report can be
found elsewhere in the annual report and is incorporated into
this report by reference, as indicated below:
Future developments, pages 30 and 61
Engagement with suppliers, customers, and others with
business relationships with the Company, pages 68-69
Corporate Governance statement, pages 71-98
Manager and service providers, pages 75-76
Directors’ names and biographies, pages 78-79
Directors’ interest in shares, page 88
Financial instruments, pages 138-139
Share capital reserves, pages 121-122
Transactions with related parties, pages 123-124
Post balance sheet events, page 125
Other Disclosures
Disclosures of financial risk management objectives and policies
and exposure to financial risks are included in the financial
statements.
Disclosures in relation to the Company’s business model and
strategy have been included within the Investment Manager’s
report on pages 28-44. Disclosures in relation to the main
industry trends and factors that are likely to affect the future
performance and position of the business have also been
included within the Investment Manager’s report.
Disclosure of Information to Auditors
All of the Directors have taken all the steps that they ought to
have taken to make themselves aware of any information needed
by the auditors for the purposes of their audit, and to establish
that the auditors are aware of that information. The Directors are
not aware of any relevant audit information of which the auditors
are unaware.
Directors’ Report
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Independent Auditors
Ernst & Young LLP were appointed as auditors by the Directors
during the period and have expressed their willingness to
continue as auditor for the financial year ending 31 March2023.
A resolution to re-appoint Ernst & Young LLP as auditors to the
Company will be proposed at the AGM.
Going Concern and Viability
The Company’s business activities, together with the factors
likely to affect its future development performance and position,
are set out in the Investment Manager’s Report. The Company
faces a number of principal risks and uncertainties, as set
out above, including with respect to the economic impact of
COVID-19, government regulation and political instability
and financial risks such as counterparty risk, credit risk,
concentration risk as discussed in the financial statements.
The Company also continues to monitor and assess emerging
risks which may potentially impact operations, including the
impact of climate change. The Company will also undertake
a formal climate risk assessment, which will facilitate the
Company’s resilience in a world where climate change is altering
the environment.
Going Concern
Since the year end, there have been reduced restrictions on
travel and lockdown, but the full human and economic impact of
the COVID-19 pandemic still remains difficult to assess.
The Company’s ability to generate revenue from its operational
assets continues and remains largely unaffected by the
pandemic. The Company and the Investment Manager have
worked closely and liaised with the operators to ensure that
commercial activities remain operational, and, in their view,
power generation will remain essential to the UK’s infrastructure.
The completed going-concern analysis assumes continued
annual expenditure at the rate of current expenditure and
continued discretionary dividend payments to Shareholders
at the target annual rate of 7% of NAV, subject to a minimum
target of 7 pence per Ordinary Share in each financial year. With
expenditure and discretionary dividends assumed unchanged,
the Company will continue to be operational and will have
excess cash after payment of its liabilities over the period
to 31July 2023, being at least 12 months from the date of
approval of the financial statements.
The Company also continues to monitor and assess emerging
risks which may potentially impact operations, including the
impact of climate change. The Company will also undertake
a formal climate risk assessment, which will facilitate the
Company’s resilience in a world where climate change is altering
the environment.
The Directors have reviewed Company forecasts and projections
which cover a period of five years from 31 March 2022, and as
part of the going concern assessment have modelled downside
scenarios taking into account foreseeable changes in investment
and trading performance, which show that the Company has
sufficient financial resources.
The Directors consider the following scenarios:
The Company and the portfolio assets over at least 12months
to 31 July 2023. We have assumed the Company’s rate of
expenditure over the period will remain unchanged, that
there are no contractual capital commitments at fund level
but has included potential commitments of the subsidiaries
in the analysis. There are no loan repayments received from
operational companies over the time frame.
A reverse stress test to determine the term over which the
Company can remain viable given its current resources
before the necessity for liquidation or protection from
creditors. As the Company has no financial responsibility for
its operating companies.
The Directors acknowledge their responsibilities in relation to
the financial statements for the year ended 31 March 2022 and
the preparation of the financial statement on a going concern
basis remains appropriate and the Company expects to meet its
obligations as and when they fall due for at least 12 months until
31 July 2023.
Long Term Viability
The Directors have assessed the prospects of the Company over
a period of five years.
As at 31 March 2022, the Company had net current assets
of £195.72 million and had cash balances of £198.04 million
(excluding cash balances within investee companies), which are
sufficient to meet current obligations as they fall due. The major
cash outflows of the Company are the payment of dividends and
costs relating to the acquisition of new assets, both of which
are discretionary. The Company continues to commit to its
investors that its business purpose is to invest funds solely for
returns from capital appreciation, investment income, or both.
The Company is a guarantor to GSES1 Limited’s £15m revolving
credit facility with Santander. The Company had no outstanding
debt as at 31 March 2022.
Directors’ Report
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
The Directors have reviewed Company forecasts and projections
which cover a period of five years from 31 March 2022, and as
part of the going concern assessment have modelled downside
scenarios taking into account foreseeable changes in investment
and trading performance, which show that the Company has
sufficient financial resources.
The Directors further considered the following scenario:
An economic turmoil test to assess the impact of a continued
market slowdown during a five year term with no additional
equity raised and annual expenditures remaining the same
over the defined period.
After assessing the risks, which include emerging risks like
climate change and reviewing the Company’s liquidity position,
together with the forecasts of performance under various
scenarios, the Directors confirm that the Company will be able
to continue in operation and meet its liabilities over the period of
at least five years.
Directors’ Report
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
The Role of the Board
The Directors are responsible for determining the Company’s
investment policy and strategy and have overall responsibility
for the Company’s activities including the review of investment
activity and performance and the control and supervision of
the Company’s service providers. The Directors may delegate
certain functions to other parties such as the Investment
Manager, the Administrator and the Registrar.
The Directors have had regard for the matters set out in
section172(1)(a) and (c) to (f) of the Companies Act 2006
when performing their duty under section 172. Subsection (b)
is not applicable to the Company as it has no employees. The
Directors consider that they have acted in good faith in the
way that would be most likely to promote the success of the
Company for the benefit of its members as a whole, while also
considering the broad range of stakeholders who interact with
and are impacted by our business, especially with regard to
major decisions.
In doing the above, the Directors have taken into account the
following:
(a) the likely consequences of any decision in the long-term.
(b) the need to foster the Company’s business relationships with
suppliers, customers and others;
(c) the impact of the Company’s operations on the community
and the environment.
(d) the desirability of the Company maintaining a reputation for
high standards of business conduct; and
(e) the need to act fairly as between members of the Company.
The Company continuously interacts with a variety of
stakeholders important to its success and strives to strike the
right balance between engagement and communication. The
Company has identified the following key stakeholders:
The Company’s shareholders
The Company’s Investment Manager
The Company’s business partners and key service providers
The Company’s key contractors
• Regulators/Government
Understanding our stakeholders’ views has influenced our
investment strategy, including our focus on asset diversification
and introduction of a consolidated ESG policy.
Engagement with Shareholders
Existing Shareholders and prospective investors are therefore
key to implementing our strategy. We strive through our
engagement activities to obtain shareholder and prospective
investor buy in into our strategic objectives and have developed
relationships with several cornerstone shareholders. We have
engaged with Shareholders and prospective investors through
the following:
Interim and Annual Accounts.
General Meetings.
Company’s corporate broker and Investment Manager are in
regular communication with shareholders and shareholder
views are reported to the Board.
One to one meetings with the Investment Manager.
Regular news and quarterly NAV updates.
The Company will continue to engage with shareholders in
future either directly or via the Company’s corporate broker and
Investment Manager as further expansion becomes necessary.
These engagement activities have ensured that the Company’s
investment pipeline and fundraising programme have been
aligned, as the Company will require further funding to continue
with the investment strategy and obtain additional pipeline
investments.
Engagement with the Investment Manager
The Investment Manager is responsible for the development
and implementation of the investment strategy, including the
acquisition, origination, execution and management assisting
the Company in meeting the expectations of its Investment and
Dividend Policies. The Board engage constructively with the
Investment Manager in order to ensure that the expectations of
the Shareholders are being met and that the Board are aware of
challenges being faced. The Board and the Investment Manager
maintain an ongoing open dialogue on key issues facing the
Company, this open dialogue takes the form of ad hoc board
meetings and more informal contact, as appropriate. It ensures
that the Company and Investment Manager have aligned
interests to ensure the future success of the Company.
Section 172 Statement
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Engagement with Business Partners and
Other Key Service Providers
The Company has various key service providers who provide
management and administration services. The intention is to
maintain long-term and high-quality business partnerships to
ensure stability while the Company pursues its growth strategy.
Through its Management Engagement Committee, the Company
reviews the performance of all key service providers to the
Company and the terms of their engagement on an annual basis
and seeks two-way engagement between the Board and key
service providers on service delivery expectations and feedback
on important issues experienced by the service provider during
the period. The Board has regular contact with the three main
service providers: the Investment Manager, Administrator and
Company Secretary through quarterly board meetings with the
Chair and Audit Chair meeting more regularly.
Engagement with Key Contractors
The Company and its investments are reliant on the Investment
Manager selecting reputable suppliers and experienced
O&Mservice providers. The failure of any of the Groups
suppliers (including EPC contractors and O&M service
providers) may result in closure, seizure, enforced dismantling or
other legal action in respect of the Group’s projects.
NEC ES has recently announced that it intends to wind down
operations by 2030. Since its announcement, NEC continues to
meet its outstanding obligations to the Company. Nonetheless,
there is the risk that NEC’s internal restructuring efforts may
adversely affect its ability to meet its outstanding obligations to
the Company.
Engagement with Communities
The Board recognises the importance of the communities
in which the Company operates. As we start to develop
assets closer to communities, we will look to ensure that our
environmental and social footprint takes account of the local
communities and is sympathetic to the locality, taking account of
local views which will be obtained via the planning process. The
development of a comprehensive ESG strategy is under active
implementation.
Regulators / Government
The Board regularly considers how it meets regulatory and
statutory obligations and follows voluntary and best practice
guidance, including how any governance decisions it makes
impact its stakeholders both in the short and long term.
Key Board Decisions
The Board’s principal decisions each year typically include
approving capital raises (equity and debt), payment and level of
dividends to meet expectations.
Where potential conflicts of interest arise, these would be
discussed at the Board and resolved in line with the formal
Conflicts of Interest policy. No conflicts of interest occurred that
prevented the Directors from carrying out their duties during the
year.
The nature of the Company’s business means that the Directors
must consider the long-term impact of its decisions, given that
the Company assumes its operational assets will perform for
30 years. The Investment Manager communicates regularly
with the Board on both the pipeline and the individual projects
that the Investment Manager is transacting on, before such a
transaction is concluded. The Board retains the right to request
such additional information as necessary to confirm compliance
with the Company’s investment policy. The Investment Manager
actively assesses the Group’s portfolio risk and performance
and routinely reports to the Board on the Deal Team’s execution
of revenue strategy, month to month financials, operational
performance, health and safety performance and financial
projections. At the project level, the Investment Manager works
closely with third parties to monitor revenue contracts and cash
flow level, and to review the financial model to assess actual and
projected project returns based on actual performance.
The Board also agreed to create more distributable reserves,
by way of approval of the cancellation of £40 million from the
share premium account which was achieved through the issue
of a special resolution at the AGM; this request was approved
by a minimum of 75% of shareholder votes and filing of a court
order to legally approve the cancellation. The Company strives
to maintain a reputation for high standards of business conduct,
and this is reflected in one of our core values, which is to always
act openly and transparently with all of our stakeholders. In
relation to these key decisions, stakeholders, such as key
contractors, were involved to ensure asset pipeline was available
to the Company on the timescales required. Shareholder
discussions were held to ensure clear communication was made
in relation to progress and market interest for expansion of the
Company. To ensure dividend expectations were deliverable the
Company worked with the Investment Manager.
Section 172 Statement
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Financial Report
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare financial
statements for each financial period. Under that law the
Directors are required to prepare the Company financial
statements, in accordance with UK adopted international
accounting standards.
Under company law, the Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Company and of
the profit or loss for the Company for that period.
In preparing these financial statements, the Directors are
required to:
select suitable accounting policies and then apply them
consistently.
make judgements and accounting estimates that are
reasonable and prudent.
state whether they have been prepared in accordance with
UK adopted international accounting standards, subject
to any material departures disclosed and explained in the
financial statements;
prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business; and
prepare a Report of the Directors, a Strategic Report and
Directors’ Remuneration Report which comply with the
requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any
time the financial position of the Company and enable them to
ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets
of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities. The
Directors are responsible for ensuring that the Annual Report,
taken as a whole, is fair, balanced, and understandable and
provides the information necessary for Shareholders to assess
the Company’s performance, business model and strategy.
Website Publication
The Directors are responsible for ensuring the Annual Report
and the financial statements are made available on a website.
Financial statements are published on the Company’s website in
accordance with legislation in the UK governing the preparation
and dissemination of financial statements, which may vary from
legislation in other jurisdictions. The maintenance and integrity of
the Company’s website (https://www.gsenergystoragefund.com)
is the responsibility of the Directors. The Directors’ responsibilities
also extend to the ongoing integrity of the financial statements
contained therein.
Directors’ Responsibilities Pursuant to DTR4
The Directors confirm that to the best of their knowledge:
the Company’s financial statements have been prepared
in accordance with UK adopted international accounting
standards and give a true and fair view of the assets,
liabilities, financial position and profit and loss of the
Company; and
the Annual Report includes a fair review of the development
and performance of the business and the financial position
of the Company, together with a description of the principal
risks and uncertainties that it faces.
Disclosure of Information to the Auditor
The Directors who were members of the Board at the time of
approving the Directors’ report have confirmed that:
so far as each director is aware, there is no relevant audit
information of which the Company’s auditor is not aware;
and
each director has taken all the steps that they ought to have
taken as a director in order to make themselves aware of
any relevant audit information and to establish that the
Company’s auditor is aware of that information.
Signed on behalf of the Board of Directors
Patrick Cox
Chair
Date: 25 July 2022
Statement of Directors’
Responsibilities in respect of the
preparation of the Annual
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
This Corporate Governance Report forms part of the Report of
the Directors as further disclosed on pages 71-98. The Board
operates under a framework for corporate governance which is
appropriate for an investment company.
Gore Street Energy Storage Fund plc is an investment trust and
has been compliant with section 1158 of The Corporation Tax
Act, 2010. The Ordinary Shares were admitted to trading on
the Premium Segment of the Official List of the London Stock
Exchange on 25 May 2018.
The Board of Gore Street Energy Storage Fund plc has
considered the Principles and Provisions of the Association
of Investment Companies Code of Corporate Governance
(the “AICCode”). The AIC Code addresses the Principles and
Provisions set out in the UK Corporate Governance Code (the
“UK Code”), as well as setting out additional Provisions on issues
that are of specific relevance to the Company.
The Board considers that reporting against the Principles and
Provisions of the AIC Code, which has been endorsed by the
Financial Reporting Council, provides more relevant information
to Shareholders.
The Board recognises the importance of good governance and
considers that the Company has, throughout the year under
review, complied with the Principles and Provisions of the AIC
Code. The AIC Code is available on the AIC website (). It includes
an explanation of how the AIC Code adopts the Principles and
Provisions set out in the UK Code to make them relevant for
investment companies. The Company is a member of the AIC.
Compliance with the AIC Code
The below table sets out the Company’s compliance with the AIC Code:
SECTION 5: BOARD LEADERSHIP AND PURPOSE
PRINCIPLES DETAILS OF HOW THE COMPANY COMPLIES
A. A successful Company is led by an effective board, whose
role is to promote the long-term sustainable success
of the Company, generating value for shareholders and
contributing to wider society.
Strategic report, pages 71-98
Chair’s Statement, pages 21-24
Corporate Governance Report, pages 71-98
B. The Board should establish the Company’s purpose, values,
and strategy, and satisfy itself that these and its culture are
aligned. All Directors must act with integrity, lead by example,
and promote the desired culture.
Strategic report, pages 25-61
Chair’s Statement, pages 21-24
Corporate Governance Report, pages 71-98
C. The Board should ensure that the necessary resources
are in place for the Company to meet its objectives and
measure performance against them. The Board should also
establish a framework of prudent and effective controls,
which enable risk to be assessed and managed.
Environmental, social and governance report, pages 53-56
Principal risks and uncertainties, pages 57-61
Audit Committee report, pages 83-86
D. In order for the Company to meet its responsibilities to
shareholders and stakeholders, the Board should ensure
effective engagement with, and encourage participation
from, these parties.
Stakeholders, pages 68-69
Section 172 statement, pages 68-69
Corporate Governance Report, pages 71-98
E. Intentionally left blank Per the AIC Code
Corporate Governance Report
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SECTION 6: DIVISION OF RESPONSIBILITIES
PRINCIPLES DETAILS OF HOW THE COMPANY COMPLIES
F. The chair leads the Board and is responsible for its overall
effectiveness in directing the Company. They should
demonstrate objective judgement throughout their tenure
and promote a culture of openness and debate. In addition,
the chair facilitates constructive board relations and the
effective contribution of all non-executive directors, and
ensures that Directors receive accurate, timely and clear
information.
Chair’s Statement, pages 21-24
Corporate Governance Report, pages 71-98
G. The Board should consist of an appropriate combination
of Directors (and, in particular, independent non-executive
directors) such that no one individual or small group of
individuals dominates the Board’s decision making.
Corporate Governance Report, pages 71-98
Biographies, pages 78-79
Remuneration and Nomination Committee, pages 87-90
H. Non-executive directors should have sufficient time to
meet their board responsibilities. They should provide
constructive challenge, strategic guidance, offer specialist
advice and hold third party service providers to account.
Corporate Governance Report, pages 71-98
Remuneration and Nomination Committee report, pages 87-90
Audit Committee report, pages 83-86
Management Engagement Committee report, pages 91-92
I. The Board, supported by the Company Secretary, should
ensure that it has the policies, processes, information, time
and resources it needs in order to function effectively and
efficiently.
Corporate Governance Report, pages 71-98
Audit Committee report, pages 83-86
SECTION 7: COMPOSITION, SUCCESSION AND EVALUATION
PRINCIPLES DETAILS OF HOW THE COMPANY COMPLIES
J. Appointments to the Board should be subject to a formal,
rigorous and transparent procedure, and an effective
succession plan should be maintained. Both appointments
and succession plans should be based on merit and
objective criteria and, within this context, should promote
diversity of gender, social and ethnic backgrounds,
cognitive and personal strengths.
Remuneration and Nomination Committee report, pages 87-90
K. The Board and its committees should have a combination
of skills, experience and knowledge. Consideration should
be given to the length of service of the Board as a whole and
membership regularly refreshed.
Biographies, pages 78-79
L. Annual evaluation of the Board should consider its
composition, diversity and how effectively members work
together to achieve objectives. Individual evaluation should
demonstrate whether each director continues to contribute
effectively.
Remuneration and Nomination Committee report, pages 87-90
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SECTION 8: AUDIT, RISK AND INTERNAL CONTROL
PRINCIPLE DETAILS OF HOW THE COMPANY COMPLIES
M. The Board should establish formal and transparent
policies and procedures to ensure the independence and
effectiveness of external audit functions and satisfy itself
on the integrity of financial and narrative statements.
Audit Committee report, pages 83-86
Notes 2 and 3 to the financial statements, pages 105-106
N. The Board should present a fair, balanced and
understandable assessment of the Company’s position and
prospects.
Strategic report, pages 25-61
Audit Committee report, pages 83-86
Independent Auditor’s report, pages 93-98
Financial statements, pages 99-104
O. The Board should establish procedures to manage risk,
oversee the internal control framework, and determine
the nature and extent of the principal risks the Company
is willing to take in order to achieve its long-term strategic
objectives.
Principal risks and uncertainties, pages 57-61
Viability statement, pages 68-69
Audit Committee report, pages 83-86
Management Engagement Committee report, pages 91-92
SECTION 9: REMUNERATION
PRINCIPLE DETAILS OF HOW THE COMPANY COMPLIES
P. Remuneration policies and practices should be designed
to support strategy and promote long-term sustainable
success.
Corporate Governance Report, pages 71-98
Remuneration and Nomination Committee report, pages 87-90
Q. A formal and transparent procedure for developing policy on
remuneration should be established. No director should be
involved in deciding their own remuneration outcome.
Remuneration and Nomination Committee report, pages 87-90
R. Directors should exercise independent judgement and
discretion when authorising remuneration outcomes,
taking account of Company and individual performance,
and wider circumstances.
Remuneration and Nomination Committee report, pages 87-90
The Board
The Board consists of four non-executive directors all of whom
are deemed to be independent of the Investment Manager.
TheBoard represent a range of public service, investment,
financial and business skills, and has a depth of experience
across these categories. The Chair of the Board is Patrick Cox.
In considering the independence of the Chair, the Board took
note of the provisions of the UK Code relating to independence
and has determined that Mr Cox is an independent Director.
The Senior Independent Director is Mr Thomas Murley.
TheCompany has no employees and consequently there is no
requirement for a chief executive.
In accordance with the AIC Code, all the Directors will retire at
the forthcoming AGM. Patrick Cox, Caroline Banszky, Thomas
Murley and Malcolm King, being eligible, will offer themselves
for re-election.
Biographical details of all Board members (including significant
other commitments) are shown on pages 78-79.
Full Board meetings take place quarterly and the Board meets
or communicates more regularly to address specific issues.
The Board has a formal schedule of matters reserved for its
decision which includes, but is not limited to, considering
recommendations of the Investment Manager, ensuring
the Company is delivering on its strategy and monitoring
performance against the Company’s strategic objectives.
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Continued
The Board has also established procedures whereby the
Directors wishing to do so in the furtherance of their duties may
take independent professional advice at the Company’s expense.
All Directors have access to the advice and services of the
Company Secretary. The Company Secretary provides the Board
with full information on the Company’s assets and liabilities and
other relevant information requested by the Chair, in advance of
each Board meeting.
In keeping with the provisions of the AIC Code, the Company’s
policy is that every three years an external consultant, who has
no connection with the Company, carries out a formal review
of the Board’s performance. The first such review took place
in 2021 and details can be found in the Remuneration and
Nomination Committee Report. In the intervening years, an
internal board evaluation will be carried out with the assistance
of the Company Secretary.
Board Responsibilities
The Directors are responsible for managing the business
affairs of the Company in accordance with the Articles and
the investment policy and have overall responsibility for the
Company’s activities including its strategy, investment activities
and reviewing the performance of the portfolio.
The Board has a clearly articulated set of matters which
are specifically reserved to it and this is reviewed annually.
Theseinclude:
The strategic direction of the overall business, objectives,
budgets and forecasts, levels of authority to approve
expenditure, and any material changes to them.
The commencement, material expansion, diversification, or
cessation of any of the Company’s activities.
The Company’s regulatory, financial, and material
operational policies.
Changes relating to the Company’s capital, corporate,
management or control structures.
Material capital or operating expenditures, outside
predetermined tolerances or beyond the delegated
authorities.
Any material contract or joint venture and material
arrangements with customers or suppliers.
Ensuring the maintenance of a sound system of internal
control and risk management and review the effectiveness
of the Company’s overall internal control arrangements and
processes.
The Board may delegate certain functions to other parties
such as the Board committees, the Investment Manager, the
Administrator, the Company Secretary and the Registrar.
Inparticular, the Board has delegated responsibility for
day-to-day management of the investments comprised in the
Company’s portfolio to the Investment Manager. The Directors
have responsibility for exercising supervision of the Investment
Manager.
Culture & Purpose
As a young company, our purpose and values are clear and
fresh, and we believe that the culture required to support these
is straightforward and apparent – respectful, pragmatic and to
provide constructive challenge. The Board keeps under review
the culture and how this aligns with the Company’s purpose and
strategy. Our culture is driven by our purpose and core values.
Our purpose is to deliver seven per cent income yield per annum
and long-term capital growth to its investors from its portfolio
of utility-scale energy storage assets located in the UK and the
rest of the OECD. This forms the foundation of our strategic
framework.
Our core values are:
To focus on the long-term sustainability of our business.
To act openly and transparently with all our stakeholders.
To combine entrepreneurial nimbleness with the strength of
a listed company.
Board Committees
The Board has delegated a number of areas of responsibility to
its three committees, the Audit Committee, the Management
Engagement Committee and the Remuneration and Nomination
Committee. Each committee has defined terms of reference and
duties.
All the independent Directors serve on the Committees of the
Board, so the links and overlaps between the responsibilities of
the committees are fully recognised and each committee has
full knowledge of the business and deliberations of the other
committees.
In addition, the Investment Manager, as Alternative Investment
Fund Manager (“AIFM”), has a Risk Committee, comprised of
members of its own staff for the purposes of monitoring the risk
management framework of the Company.
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Alternative Investment Fund Manager
Directive (“AIFMD”)
The Company is an Alternative Investment Fund for the
purposes of the AIFMD and related regimes in EEA member
states.
SERVICE AND SUPPORT
The Company has no employees and is externally managed by
the Investment Manager as the mandatory AIFM, supported by
the Administrator.
The Management Engagement Committee formally reviews the
performance of the Investment Manager, the Administrator and
other service providers each year and makes recommendations
to the Board as it considers appropriate. Further details of these
reviews, and the relationships with the Investment Manager
and Administrator are given in the Management Engagement
Committee Report on pages 91-92.
The Investment Manager
Gore Street Capital Limited (“GSC”) act as the AIFM, to provide
investment advice to the Company in respect of the assets of the
Company and to provide the day-to-day management of those
investments.
GSC receive a further £75,000 in addition to its fee outlined
in the Advisory and Services Agreement. This is to cover the
incremental cost of providing additional services as AIFM.
Under the terms of the Management Agreement, the Investment
Manager is entitled to receive from the Company an advisory fee
payable quarterly in arrears calculated at the rate of a quarter of
one per cent of Adjusted Net Asset Value minus “Uncommitted
Cash”, where uncommitted Cash means cash that has not been
allocated for repayment of a liability on the balance sheet of
any member of the Group. Adjusted Net Asset Value means Net
Asset Value, minus cash on the Company balance sheet.
The Investment Manager is also entitled to a performance fee
calculated by reference to the movements in the Net Asset Value
(before subtracting any accrued performance fee) which is linked
to gross proceeds raised on the Company’s IPO plus a 7%hurdle,
and is set out in the Prospectus dated 29 March 2022.
During the year, the Management Agreement was amended to:
- change the term of adjusted NAV to mean net asset value
minus uncommitted cash. Uncommitted cash means all cash
on the Company’s balance sheet other than committed cash.
Committed cash means cash that has been allocated for
repayment of a liability on the balance sheet of any member
of the group.
an additional fixed fee payable quarterly in advance with
effect from 1 October 2020 to the Investment Manager
of £50,000 per annum to support the administrative
and accounting function, plus an additional per asset fee
of £6,000 per annum in respect of each energy storage
project held by the group beginning with (and including)
the tenth energy storage project, calculated and payable
quarterly in arrear with effect from 1 October 2020 and
based on the number of energy storage assets held by
the Group at each quarter end.
a fixed fee of £10,382.97 per month payable monthly
in arrear with effect from 1 October 2020 to Investment
Manager for the provision of corporate services.
Corporate services are defined in the side letter and is
in relation to supporting the execution of investment
transactions and managing third party advisors, a
short-term fee for development and management of
assets through to completion of construction, for a
maximum term of one and one-half years.
In addition, the following changes to the management
agreement were implemented with fees being payable to the
Investment Manager by each respective subsidiary:
During the period, the Investment Manager and Company
entered into a Commercial Management Agreement
for the provision of the Construction Services and the
Operational Services. The Investment Manager shall be
entitled to receive a fixed fee of £110,750 per Development
Projectperannum (the “Construction Services Fee”), for a
maximum term of 1.5 years in respect of each Development
Project and in respect of the Operational Services to be
provided by the Commercial Manager pursuant to this
Agreement, the Commercial Manager shall be entitled to
receive a fixed fee of £20,000 per Operational Asset per
annum, save for the Ancala Assets in respect of which the
fixed fee shall be £6,000 per annum.
The Depositary
Indos Financial Limited are the Depositary to the Company.
The Administrator
Sanne Group Administration Services (UK) Limited (“Sanne”) is
Administrator to the Company.
During the year ended 31 March 2022, as Administrator,
Sanne on behalf of the Directors, was responsible for the
maintenance of the books and records, the management and
financial accounts, the management of all cash movements
of the Company and the calculation, in conjunction with the
Investment Manager, of the Net Asset Value of the Company.
Corporate Governance Report
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Corporate Governance Report
Continued
The Company Secretary
JTC (UK) Limited (“JTC”) are Company Secretary to the
Company. As Company Secretary, JTC is responsible for
regulatory compliance and providing support to the Board’s
corporate governance process and its continuing obligations.
In addition, JTC is responsible for liaising with the Company,
the Investment Manager, and the Registrar in relation to
the payment of any dividends, as well as general secretarial
functions required by the Companies Act.
Member Board
Audit
Committee
Management
Engagement
Committee
Remuneration
and
Nomination
Committee
Patrick Cox 4/4 2/2 1/1 1/1
Caroline Banszky 4/4 2/2 1/1 1/1
Malcolm King 4/4 2/2 1/1 1/1
Thomas Murley 4/4 2/2 1/1 1/1
Meetings and attendance
The Board meets formally on a quarterly basis. The table above
gives the names of all of the Directors who served during the
year and shows each individual Director’s attendance at the
scheduled board and committee meetings for which they were
eligible to attend during the year.
We also had 14 ad hoc meetings which are generally called to
approve special announcements, transactions or share issues
that have taken place throughout the year. JTC attend all our
meetings as Secretary to the Board. In addition, we invite
representatives of the Investment Manager, our Independent
Auditor, and other advisors to attend as required.
The Board Agenda
At our quarterly meetings, the Board follows a formal agenda.
This agenda generally includes, amongst other things:
1. The Investment Manager’s report for the period, including
strategic performance and acquisitions, a review of the
performance of the investments, operator performance and
market conditions.
2. The AIFM report for the period, including discussion of risk.
3. Reviewing the risk register and considering internal controls.
4. The Depositary Report for the period.
5. Financial results against budget and cash flow forecasts,
including dividends declared and forecast.
6. Reports and updates on shareholder and investor
communications.
7. The Corporate Governance and Secretary’s Report, with a
review of policies and procedures, a compliance report, and
an update on legislative/regulatory obligations as appropriate.
8. Recommendations and updates from the Board committees
as appropriate.
Key Activities of the Board during
2021/2022
The primary focus at regular Board meetings has been on
delivering the strategy and monitoring performance against our
strategic objectives (see the Strategic Report on pages 25-61
for more details). This included:
Considering capital structure.
Raising additional equity.
Discussing and approving portfolio acquisitions.
Reviewing conflicts of interest register and significant
shareholdings.
Reviewing the Risk Register.
Reviewing and approval of the quarterly NAV and dividend.
Approval of the interim report.
Monitoring performance of investments, risks, and market
conditions.
Review of financial results against budget and cash flow
forecasts including dividends declared and forecast.
Monitoring the situation with regards to COVID-19.
Monitoring the impact of the Russia/Ukraine conflict.
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Patrick Cox (Chair)
Ms Caroline Banszky
Mr Cox has significant board experience and is currently,
amember of the Appointment Advisory Committee for
the European Investment Bank, Chair of Ecocem Ltd.,
anon-executive director of Supernode Ltd and of Gresham
House Ireland Asset Management Ltd. He also sits on the
Boards of various think tanks and not-for- profit organisations,
including as a Senior Fellow and Board Member of the Institute
for International and European Affairs, Ireland, a Board Member
of the Third Age Foundation Ireland. He was formerly the Chair of
the Public Interest Committee for KPMG Ireland until December
2020. Mr Cox was President of the European Parliament
from 2002 to 2004 and leader of its Liberal Democrat Group
from 1998 to 2002 and served as a Member of the European
Parliament for Munster, Ireland, from 1989 to 2004. He is the
European Coordinator for the Scandinavian- Mediterranean
TEN-T Core Network Corridor, appointed by the European
Commission, and leader of a parliamentary reform programme
with Ukraine, appointed by the European Parliament. He
has been bestowed with National Honours by Presidents of
Austria, Bulgaria, Estonia, Italy, Latvia, Lithuania, Poland, and
Romania, and is a Commander of the Legion of Honour, France.
He is a graduate of Trinity College, Dublin and holds Honorary
Doctorates from Trinity College Dublin, the National University of
Ireland, the University of Limerick, the Open University, and the
American College Dublin.
Mr Cox was appointed on 22 February 2018 and has been a
director for 4 years and 1 month. He sits on the Remuneration
& Nomination Committee, the Audit Committee, and the
Management Engagement Committee.
Ms Banszky is currently a non-executive director of 3i Groupplc,
where she is the Chairman of the Audit and Compliance
Committee and a member of the Remuneration Committee, and
a non-executive director of IntegraFin Holdings plc where she is
Chairman of the Audit and Risk Committee. In addition, she is
a director of the Benefact Trust Limited and a member of their
Finance & Investment Committee, a director of the UK Stem Cell
Foundation S and a member of the Investment Sub-Committee
of The Open University. Formerly the Chief Executive of The Law
Debenture Corporation plc., from 2002 to 2016, she was also
Chief Operating Officer of SVB Holdings plc (now Novae Group
plc), then a Lloyd’s listed integrated vehicle, from 1997 to 2002
and Finance Director of N.M. Rothschild & Sons Limited from 1995
to 1997, having joined the bank in 1981. She originally trained at
what is now KPMG. Ms Banszky was appointed on 22ndFebruary
2018 and has been a director for 4 years and 1 month. Sheis
the Chair of the Audit Committee sits on the Remuneration &
Nomination Committee, and the Management Engagement
Committee.
Corporate Governance
The Board of Directors
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Malcolm King
Thomas Murley
Mr King has had a varied career in financial services, including
over 30 years in investment management. For 10 years Mr King
was the investment manager at Finsbury Asset Management
where he was responsible for the investments of seven
investment trusts. Subsequently he moved to J O Hambro
Capital Management where he was director and investment
manager of two investment trusts and a number of other
portfolios. From 2004 until 2016, Mr King worked at Investec
Asset Management where he was the co-manager of various
multi-asset funds invested in internal and external funds,
including closed-ended funds. A Chartered Accountant, having
trained at Peat, Marwick & Mitchell (now KPMG), he is currently
a non-executive director of Ecofin Global Utilities & Infrastructure
Trust plc and a former non-executive director of Henderson
Opportunities Trust. He writes regularly for MoneyWeek as well
as having a number of unpaid commitments.
Mr King is an economics graduate of Trinity College, Cambridge.
Mr King was appointed on 22 February 2018 and has been a
director for 4 years and 1 month. He sits on the Remuneration
& Nomination Committee, the Audit Committee, and the
Management Engagement Committee.
Mr Murley has been involved in investing in renewable energy
projects for over 25 years in both Europe and the United States.
From 2004 to 2016 Mr Murley was a director at HgCapital,
a London-based private equity firm, where he established
its renewable energy investment fund business which raised
and invested over US$1 billion in equity in over 70 EU wind,
solar, biomass and hydroelectric projects. From 2016 to 2018
MrMurley continued to act as Chairman and Senior Advisor to the
HgCapital Renewable Energy team, which spun out of HgCapital
in December 2017 and is now trading as Asper Investment
Management, serving on investment and portfolio committees.
In 2012 MrMurley was appointed as a non-executive director to
the inaugural board of the UK Green Investment Bank, where he
also served on the investment committee. Mr Murley remained
on the Board until the privatisation of the Green Investment
Bank in August 2017. In October 2016 he was appointed as an
independent non-executive director of Ameresco Inc., a renewable
energy and energy efficiency company listed on the New York Stock
Exchange. Mr Murley also serves as an independent investment
committee member for two private renewable energy investment
funds, one based in New York and the other in Amman, Jordan.
From 1993-2003 Mr Murley was a lawyer and later Managing
Director of EIF Group in Boston Massachusetts, one of the first
energy infrastructure funds, where he was responsible for equity
investments and renewable and conventional power projects.
MrMurley has a degree in History from Northwestern University in
Evanston, Illinois, and a Law Degree, with honours, from Fordham
University in New York.
Mr Murley was appointed on 22 February 2018 and has been a
Director for 4 years and 1 month. He sits on the Remuneration &
Nomination Committee, the Audit Committee and the Management
Engagement Committee.
Corporate Governance
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The Investment Committee
Frank Wouters is a director of the Investment Manager. He is Senior Vice President New Energy
at Reliance Industries and heads the EU Clean Energy Technology Network from Abu Dhabi.
Mr Wouters was recently the Deputy Director General of the International Renewable Energy
Agency (“IRENA”). IRENA is an intergovernmental organisation that supports governments in
their transition to a sustainable energy future. Prior to IRENA, Mr. Wouters was the Director
of the Clean Energy Unit at Masdar, a subsidiary of Mubadala, one of Abu Dhabi’s sovereign
wealth funds. During his tenure as Director of the Masdar Clean Energy Unit, Mr Wouters led
the development and construction of renewable energy projects worth more than US$3 billion,
including a solar plant in Abu Dhabi, three in Spain and the London Array, the largest offshore
wind park in the world. He received his MSc in Mechanical Engineering from Delft University
ofTechnology.
Suminori Arima, the Chief Investment Office (CIO) at the Investment Manager, is a former
Managing Director of RHJ International in Japan and London, and of Kleinwort Benson in London.
RHJ International was a parent company of Kleinwort Benson and was a publicly listed private
equity business spun off from Ripplewood Holdings. Since Suminori joined Ripplewood in 2002,
he has gained over 20 years’ experience in private equity, including various large investments
and divestments. He was also a board member of various public and private companies. Prior
to joining Gore Street Capital, Suminori had been engaged in various investment activities in
solar and wind (on-shore and off-shore) in Europe. He has a Masters in Finance from Princeton
University and a BA in Economics from the University of Tokyo.
Alex O’Cinneide is CEO and Chair of the Investment Committee of Gore Street Capital, a
business he founded in 2015. Prior to this he was Managing Director and Head of Europe for
Paladin Capital, a Senior Advisor to Kleinwort Benson Bank, and served on the Investment
Committee of IndoChina Capital; and from 2006 to 2013 was Head of Investments for Masdar,
Abu Dhabi’s USD15 billion sovereign wealth fund. From 2006 to 2012, Masdar invested in
the largest off-shore wind farm in the world, owning 20 per cent. Of the 1GWp London Array
project in a joint venture with E>ON UK and Dong; China’s largest non-SOE wind developer (over
a GWp of active projects); a range of PV and CSP plans in both Europe and the US, including
40 per cent. of a EUR1.76 billion investment in Torresol Energy devoted to the construction of
three CSP plants in Spain; Acciona Solargenix CSP plants (over 60MW) in the US; and waste-
to- energy plants in both the US and Europe, as well as a range of growth equity positions in new
technology companies located globally. Alongside those commercial activities he is a trustee
of the London Irish Centre, a UNICEF Advisor, is an Associate Researcher to the Energy Policy
Group in Cambridge University, a Fellow of the Royal Geographical Society and an Honorary
Research Fellow of Imperial College London. Alex O’Cinneide holds a MA from Trinity College
Dublin, a MSc from the London School of Economics, a MSc from the London Business School
and a PhD from Trinity College Dublin on Energy Policy.
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Information on the Investment Manager
The Company has appointed Gore Street Capital Limited
as the Company’s investment manager, which is authorised
and regulated by the UK’s Financial Conduct Authority
as a full scope Alternative Investment Fund Manager
(the“InvestmentManager”).
The Investment Manager was formed in 2015 as a platform to
acquire, develop and manage global renewable energy assets.
It is headquartered in the UK and comprises a strong team of
investment professionals with significant experience in sourcing,
structuring, and managing large renewable energy projects
globally. The Investment Manager was the first to deploy
privately-owned large-scale battery projects in Great Britain.
The Investment Manager is responsible for deal origination,
execution, and asset management of the portfolio in accordance
with the Company’s investment objectives and policy. The Board
has delegated authority to the AIFM to acquire or dispose of
assets without seeking further approval from the Board provided
that the Board is given the opportunity to consider each
acquisition or disposal before it is concluded.
Once a potential project which falls within the Company’s
investment policy has been identified, and the Investment
Manager wishes to proceed with the acquisition of such project,
its Investment Committee approval is required to confirm
that financial, legal, and technical diligence suggests that
the proposed transaction is consistent with the Company’s
investment policy.
Approach to risk management and internal
control
The Directors acknowledge their responsibility for maintaining
the Company’s system of internal control and risk management,
in order to safeguard the Company’s assets. The Board review
the reports on the internal controls of the Company’s key service
advisers which identify the risk management systems in place
for assessing, managing, and monitoring risks applicable to such
service advisers. This system is designed to identify, manage,
and mitigate the financial, operational and compliance risks
that are inherent to the Company, and to manage rather than
eliminate the risk of failure to achieve business objectives. As
such, it can only provide reasonable, but not absolute, assurance
against material misstatement or loss.
As part of each quarterly Board meeting during the period, the
Directors reviewed the financial position of the Company and
assessed any risks in relation to the Company’s business model
and the Company’s future performance, liquidity, and solvency.
To facilitate this process the Investment Manager produced
financial reports, which included the latest management
accounts, a review and report on the Company’s financial model,
substantiation of any dividend payments and a general update
on the financial health of the Company.
The Board considered whether the Company should employ
an internal audit function during the period and concluded
that, due to the Company’s structure, the nature of its activities,
and taking into account the controls already in place and,
more particularly, the external service already provided by the
Administrator and the Manager, an internal audit function was
not necessary.
As part of the internal risk review, we identified that whilst the
Administrator has its own internal audit performed on an annual
basis, from which the Company reviews any findings and takes
particular comfort, the Company should also independently
assess whether these controls are sufficient and if they operate
effectively.
Internal Control
Although the Board is ultimately responsible for safeguarding
the assets of the Company, the Board has delegated, through
written agreements, the day-to-day operation of the Company
(including the Financial Reporting Process to the following key
service advisers):
Investment Manager: Gore Street Capital Limited
Administrator: Sanne Group (UK) Limited
Company Secretary: JTC (UK) Limited
The Board keeps under review the effectiveness of the systems
of internal control and risk management, ensuring that the
procedures to be followed by the advisers and themselves are
in place to ensure that the controls remain relevant and were in
operation throughout the year.
The Company’s principal risks and uncertainties are detailed
on pages 57-61 of this report. As further explained in the Audit
Committee Report, the risks of the Company are outlined in a
risk matrix which was reviewed and updated during the period.
The Board continually reviews its policy setting and updates
the risk matrix at least annually to ensure that procedures are in
place with the intention of identifying, mitigating, and minimising
the impact of risks should they crystallise. The Board relies
on reports periodically provided by the Investment Manager
regarding risks that the Company faces.
As part of its regular risk assessment procedures, the Board
reviews reports on the conclusions of any testing carried
out by the auditors, and takes account of environmental,
social and governance matters related to the business of the
The Investment Committee
Continued
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Annual Report for year ended 31 March 2022
Company. The Board has identified and assessed the ESG
risks to the Company’s short and long-term value, as well as
the opportunities to enhance value that may arise from an
appropriate response. Further information on the Company’s
approach to ESG can be found on pages 53-56.
When required, experts, including tax and legal advisors, are
employed to gather information and advise the Board. The
Board also regularly monitors the investment environment and
the management of the Company’s portfolio, and applies the
principles detailed in the internal control guidance issued by
the Financial Reporting Council (“FRC”). The principal features
of the internal control systems which the Investment Manager
and the Administrator have in place in respect of the Company’s
financial reporting include:
Internal reviews of all financial reports.
Review by the Board of financial information prior to its
publication.
Authorisation limits over expenditure incurred by the
Company.
Review of valuations.
Authorisation of investments.
Whistleblowing Policy
The Board has considered the UK Code recommendations
in respect of arrangements by which staff of the Investment
Manager, Company Secretary or Administrator may, in
confidence, raise concerns within their respective organisations
about possible improprieties in matters of financial reporting or
other matters. It has concluded that adequate arrangements are
in place for the proportionate and independent investigation of
such matters and, where necessary, for appropriate follow up
action to be taken within their organisation.
Relations with Shareholders
The Company places great importance on communication with
its Shareholders and welcomes the views of Shareholders. The
Investment Manager is available at all reasonable times to meet
with principal Shareholders and key sector analysts. The Chair,
the Senior Independent Director and other Directors are also
available to meet with Shareholders if requested or required.
All Shareholders have the opportunity to put questions to the
Company at the registered address.
The Company’s AGM is scheduled to be held on
20September 2022 and notice of the meeting is published
accompanying the Annual Report and Accounts. The Company
will notify shareholders of any changes to the proposed format
for the AGM as soon as possible via a RIS and its website
(www.gsenergystoragefund.com)
The Board receives comprehensive Shareholder reports from
the Company’s Registrar and regularly monitors the views of
Shareholders and the Shareholder profile of the Company.
The Board is also kept fully informed of all relevant market
commentary on the Company by the Investment Manager.
Shareholders may also find Company information or contact the
Company through its website:
www.gsenergystoragefund.com
The terms of reference of the Committees and the conditions
of appointment of non-executive directors are available to
Shareholders on request.
Patrick Cox
Director
Date: 25 July 2022
The Investment Committee
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Audit Committee’s Report
The Audit Committee (the Committee) is chaired by Caroline
Banszky and comprises all the Directors. The Committee
operates within clearly defined terms of reference and includes
all matters indicated by Rule 7.1 of the UK FCA’s DTRs and the
AIC Code. The terms of reference were reviewed during the year
under review and were updated to enhance the Committee’s
scope to consider key risks facing the Company. The Board is
satisfied that the Committee is properly constituted with at least
one member of the Committee who is a chartered accountant
with recent and relevant financial experience.
The Committee plays an important role in the governance of the
Company, with its principal activities focused on the integrity of
financial reporting, quality and effectiveness of external audit,
risk management and the system of internal control.
The Committee meets a minimum of twice a year, and at such
other times as the Committee shall require. The Administrator
and representatives of the Investment Manager may be invited
to attend meetings as and when deemed appropriate.
Meetings
We met two times during the financial year ended 31 March
2022. These meetings were attended by the committee
members, as well as representatives of the Investment Manager,
Gore Street Capital Limited, the Company Secretary, JTC (UK)
Limited, the Independent Auditor, Ernst & Young LLP, and the
independent valuer BDO LLP.
The Audit Committee operates within clearly defined terms of
reference which are reviewed on an annual basis and approved
by the Board. The terms of reference include all matters
indicated by Disclosure Guidance and Transparency Rule 7.1
and the AIC Code.
Third parties are invited to attend meetings as and when
deemed appropriate.
Summary of the Role and Work of the
Audit Committee
The function of the Committee is to ensure that the Company
maintains the highest standards of integrity, financial reporting,
internal and risk management systems, and corporate
governance. The main duties of the Audit Committee are:
1. Monitoring the integrity of the financial statements of the
Company and any formal announcements relating to the
Company’s financial performance and reviewing significant
financial reporting judgements contained in them.
2. Reporting to the Board on the appropriateness of the
Board’s accounting policies and practices including critical
judgement areas and going concern and the viability
statements.
3. Reviewing the valuation of the Company’s investments
prepared by the Investment Manager and their underlying
assumption, we review the work of the independent valuer
BDO LLP bi-annually prior to making a recommendation to
the Board on the valuation of the Company’s investments.
4. Meeting regularly with the Auditor to review their proposed
audit plan and the subsequent audit report and assess the
effectiveness of the audit process and the levels of fees paid
in respect of both audit and non-audit work.
5. Making recommendations to the Board in relation to the
appointment, re-appointment, or removal of the Auditor,
and approving their remuneration and the terms of their
engagement.
6. Monitoring and reviewing annually the Auditor’s
independence, objectivity, expertise, resources, qualification,
and non-audit work.
7. Reviewing the effectiveness of the accounting and internal
control systems of the Company and considering annually
whether there is a need for the Company to have its own
internal audit function.
8. Reviewing and considering the UK Code, the AIC Code, the
FRC Guidance on Audit Committees and the Company’s
institutional investors’ commitment to the UK Stewardship
code; and
9. Reviewing the risks facing the Company and monitoring the
risk matrix.
The Audit Committee is required to report formally to the Board
on its findings after each meeting on all matters within its duties
and responsibilities.
Overview
During the year, the Audit Committee has had regular contact
and meetings with the Investment Manager, the Administrator,
and the Independent Auditor. These meetings and discussions
focused on, but were not limited to:
1. A detailed analysis of the Company’s half year and interim
NAVs.
2. Reviewing the risk matrix of the Company.
3. Reviewing the Company’s corporate governance framework.
4. Reviewing the internal controls framework for the Company,
and those of the Administrator and the Investment Manager
with respect to the Company.
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5. Considering the ongoing assessment of the Company as a
going concern.
6. Considering the principal risks which took into consideration
the effects of the Covid-19 pandemic and period of
assessment for the longer-term viability of the Company.
7. Reviewing the detailed stress tests for the viability of the
Company to ensure that going concern basis is appropriate.
8. Monitoring compliance with AIFMD, the AIC code and other
regulatory and governance frameworks.
9. Reviewing and approving the audit plan in relation to
the audit of the Company’s Annual Report and financial
statements.
10. Considering the impact of the Russian invasion of Ukraine.
Financial Reporting
The primary role of the Committee in relation to financial
reporting is to review with the Investment Manager and the
Administrator the appropriateness of the half-year report and
Annual Report and financial statements, concentrating on,
amongst other matters:
The quality and acceptability of accounting policies and
practices.
The clarity of the disclosures and compliance with financial
reporting standards and relevant financial and governance
reporting requirements. The Committee reviewed the
disclosures related to the technical infringement of the
Company’s Act 2006 and proposed remedial actions, as
described on pages 21-24 of the Chair Statement and notes
21 and 24 of the financial statements.
Amendments to legislation and corporate governance
reporting requirements and accounting treatment of new
transactions in the year.
The impact of new and amended accounting standards on
the Company’s financial statements.
Whether the Audit Committee believes that proper and
appropriate processes and procedures have been followed
in the preparation of the half year report and Annual Report
and financial statements.
Whether the Annual Report and financial statements, taken
as a whole, are fair, balanced, and understandable and
provides the information necessary for Shareholders to
assess the Company’s performance, going concern, viability,
business model and strategy.
Material areas in which significant judgements and estimates
have been applied or there has been discussion with the
Auditor; and
Any correspondence from regulators in relation to the
Company’s financial reporting.
Significant Issues
The Audit Committee discussed the planning, conduct and
conclusions of the external audit as it proceeded. At the Audit
Committee meeting in advance of the year end, the Audit
Committee discussed and approved the Independent Auditor’s
audit plan. The Audit Committee considered:
the more bespoke disclosure regarding the assessment
of going concern and long-term viability for the required
statements by the Board which took into consideration the
effects of Covid-19 pandemic and having completed the
assessment do not consider it to be a key area of risk for the
Company; and
identified the carrying value of investments as a key area of
risk of misstatement in the Company’s financial statements.
Assessment of the Carrying Value of
Investments
The Company’s accounting policy is to designate investments at
fair value. As a consequence, the Committee reviewed valuation
policies processes and application. The most influential area of
judgement within the Accounts relates to the valuation of these
investments. The key estimates and assumptions include the
useful life of the assets, revenue estimates, the discount factors
utilised, the rate of inflation, and the price at which the power
and associated benefits can be sold. In particular, the Audit
Committee challenged the appropriateness of the discount
rate used and carefully considered the impact of the macro-
economic and industry related factors on Income recognition
and associated assumptions in relation to the valuation of the
assets that have been included in the 31 March 2022 valuation.
At the year end, the Company engaged BDO as independent
valuation experts/advisors to help the committee form a view as
to the reasonableness as to the valuations.
The uncertainty involved in determining the fair value of
investment valuations represents a significant risk in the
Company’s financial statements. An inherent risk of management
override is present as the Investment Manager’s fee is calculated
based on NAV (as disclosed in the financial statements). The
Investment Manager is responsible for calculating the NAV with
the assistance of the Administrator, prior to approval by the
Board.
On a quarterly basis, the Investment Manager provides a
Audit Committee’s Report
Continued
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Annual Report for year ended 31 March 2022
detailed analysis of the NAV. This analysis highlights any
movements and assumption alterations to the NAV of the
previous quarter. NAV movements and the principles behind
changes in assumptions are considered and challenged by
the Chair of the Audit Committee and subsequently approved
by the Board. The Audit Committee is satisfied that the key
estimates and assumptions used within the valuation model are
appropriate and that the investments have been fairly valued.
Internal Control
The Audit Committee has established a set of ongoing processes
with a view to satisfying particular needs of the Company
with respect to managing the risks to which it is exposed. The
process is one whereby the Investment Manager has identified
the key risks to which the Company is exposed and recorded
them on a risk matrix together with the controls employed
to mitigate these risks. The Audit Committee is responsible
for reviewing the risk matrix and associated controls before
recommending to the Board for consideration and approval.
The Audit Committee is also responsible for challenging the
Investment Manager’s assumptions to ensure a robust internal
risk management process. By their nature, these procedures
provide a reasonable, but not absolute, assurance against
material misstatement or loss. Regular reports are provided
to the Audit Committee highlighting material changes to risk
ratings.
The Audit Committee discussed and reviewed the internal
controls in place at the Investment Manager and the
Administrator. Discussions were centered around assurances at
operational level; internal oversight; and independent objective
assurance.
The Audit Committee concluded that these frameworks were
appropriate for the identification, assessment, management, and
monitoring of financial, regulatory and other risks, with particular
regard to the protection of the interests of the Company’s
Shareholders.
Internal Audit
The Audit Committee considers at least once a year whether
or not there is a need for an internal audit function. Currently
it does not consider there to be a need for an internal audit
function, given that there are no employees in the Company and
all outsourced functions are with parties who have their own
internal controls and procedures. In light of the growing portfolio
of assets under management the requirement for an internal
audit function is under active discussion and review with the
Investment Manager.
External Auditor
EFFECTIVENESS OF THE AUDIT PROCESS
The Audit Committee assessed the effectiveness of the audit
process by considering Ernst & Young LLP’s fulfilment of the
agreed audit plan. This assessment included the review of
reporting presented to the Audit Committee by Ernst & Young
LLP and the discussions at the Audit Committee meeting,
highlighting such issues that arose during the course of the
audit. In addition, the Audit Committee also sought feedback
from the Investment Manager and the Administrator on the
effectiveness of the audit process. For this financial period, the
Audit Committee was satisfied that there had been appropriate
focus and challenge on the primary areas of audit risk and
assessed the quality of the audit process to be good.
NON-AUDIT SERVICES
The Audit Committee seeks to ensure that any non-audit
services provided by the Independent Auditor do not conflict
with their statutory and regulatory responsibilities, as well as
their independence, before giving written approval prior to their
engagement.
The Audit Committee has a policy regarding the provision of
non-audit services by the external Auditor which precludes
the Independent Auditor from providing any of the prohibited
non-audit services as specified in the FRC Revised Ethical
Standard 2019. The Audit Committee monitors the Company’s
expenditure on non-audit services provided by the Independent
Auditor, who should be engaged for non-audit services
in circumstances where they are deemed to be the most
commercially viable supplier, and prior approval of the Audit
Committee has been sought. During the year, the only non-
audit service provided by EY was their review of the half year
accounts/financial statements. The Audit Committee was
satisfied that the provision of these Non-Audit Services did not
provide threats to the Independent Auditors’ independence.
INDEPENDENCE
The Audit Committee is required to consider the independence
of the external Auditor. In fulfilling this requirement, in addition
to its own internal assessment, the Audit Committee has
considered a report from Ernst & Young LLP describing its
arrangements to identify, report and manage any conflict of
interest and the extent of non-audit services provided by them.
The Audit Committee has concluded that it considers Ernst &
Young LLP to be independent of the Company.
Audit Committee’s Report
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
AUDITOR’S TENURE
The Auditor is required to rotate the audit partner every
fiveyears. The current partner is in her fourth year of tenure.
There are no contractual obligations restricting the choice of
external auditor and the Company will consider putting the
audit services contract out to tender at least every ten years.
Inline with the FRC’s recommendations on audit tendering, this
will be considered further when the audit partner rotates every
five years. Under the Companies Act, the reappointment of the
external Auditor is subject to shareholder approval at the AGM.
Having carried out the review described above and having
satisfied itself that the Auditor remains independent and
effective, the Audit Committee has recommended to the Board
that Ernst & Young LLP be reappointed as Auditor for the year
ended 31 March 2023.
Annual General Meeting
The Chair of the Committee will be present at the Company’s
AGM to answer questions on the Audit Committees activity
and matters within the scope of the Audit Committees
responsibilities.
Fair, Balanced and Understandable
Statements
The production and audit of the Company’s Annual report and
accounts is a comprehensive process, requiring input from a
number of contributors. To reach a conclusion on whether the
Company’s annual report and accounts, taken as a whole, are
fair, balanced, and understandable, as required under the AIC
Code, the Board requested that the Audit Committee advise on
whether we considered that the Annual Report fulfilled these
requirements.
In outlining our advice, we considered the detailed reviews
undertaken at various stages of the production process by the
Investment Manager, third party independent valuer, BDO LLP,
Administrator and the Audit Committee, which are intended
to ensure consistency and overall balance. We then discussed
with the Investment Manager and Administrator the process of
how this was put together and received a series of drafts of the
Company’s Annual report and accounts. These were scrutinised
and discussed thoroughly at an Audit Committee meeting.
Additional comfort was also sought from the Investment
Manager and Administrator in relation to the conclusion reached
by the Board.
As a result of the work performed, we have concluded and
reported to the Board that the Annual Report and accounts for
the period ended 31 March 2022, taken as a whole, are fair,
balanced, and understandable and provides the information
necessary for Shareholders to assess the Company’s
performance, business model and strategy.
Effectiveness of the committee
A detailed and rigorous evaluation of the Committee was
undertaken as part of the overall evaluation of the Board and
its committees. The skills and experience of the members was
found to appropriate, including recent and relevant financial
experience. The Committee will be concentrating on personal
development and training as the regulatory focus on audit and
Audit Committees increases. The Committee was found to be
functioning effectively.
Caroline Banszky
Chair of the Audit Committee
Date: 25 July 2022
Audit Committee’s Report
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
The Board has prepared this report in line with the AIC Code
as well as the requirements of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations
2008 (SI2008/410) and the Companies Act 2006.
Under the requirements of Section 497 of the Companies
Act 2006, the Company’s Auditor is required to audit certain
disclosures contained within the report. These disclosures have
been highlighted and the audit opinion thereon is contained
within the Auditor’s Report on pages 83-86.
Annual Statement from the Chair of the
Remuneration & Nomination Committee
The Committee comprises of the full Gore Street Energy Storage
Fund Plc Board with Pat Cox as Chair and consists solely of
non-executive directors. The Committee has responsibility
for reviewing the remuneration of the Directors, specifically
reflecting the time commitment and responsibilities of the role
and meets at least annually. The Committee also undertakes
external comparisons and reviews to ensure that the levels of
remuneration paid are broadly in line with industry standards
and members have access to independent advice where they
consider it appropriate.
We concluded that there is no need to change the remuneration
policy this year, the policy being approved in 2019 and will
be put a shareholder vote at the 2022 AGM as part of the
regulatory three yearly approval process.
In accordance with the Articles and the AIC Code, we considered
the current levels of remuneration and whether they reflect
the time commitment and responsibilities the Company calls
for. During the year neither the Board nor the Committee has
been provided with external advice of services by any person
but has received industry comparison information from the
Company Secretary in respect of Directors’ remuneration.
The remuneration policy set by the Board is described below.
Individual remuneration packages are determined by the
Remuneration and Nomination Committee within the framework
of the remuneration policy. The Directors are not involved in
deciding their own individual remuneration with each Director
abstaining from voting on their own remuneration.
At the end of the preceding year the Committee undertook a
benchmarking exercise of directors’ remuneration across the
Company’s peer group and considered the current level of
remuneration for each individual board member. It was agreed
that directors’ remuneration should increase in line with the
increased capitalisation of the Company up to a maximum
capitalisation of £100m to bring the directors remuneration
in line with market rates and the remuneration set out in
the Prospectus at IPO from which the directors had taken a
temporary reduction to reflect the reduced market capitalisation
of the Company. The Committee decided in March 2021 that as
directors had received increases during the year to match the
reflected growth of the Company, any further additional increase
was not appropriate at this time and that no additional uplift
would be made until such time as further growth of substance
had been achieved.
Remuneration Policy
Below is the Company’s remuneration policy. This policy
was adopted on 14 August 2019 and will next be put to a
Shareholder vote at the 2022 AGM as part of the regulatory
three yearly approval process.
Policy
The Company’s policy is to determine the level of Directors’ fees
with due regard to the experience of the Board as a whole, the
time commitment required, and to be fair and comparable to
non-executive directors of similar companies. The Company may
also periodically choose to benchmark Directors’ fees with an
independent review to ensure they remain fair and reasonable.
Directors’ fees will be adjusted from time to time and will be
subject to Shareholder approval in the subsequent AGM. The
Directors may elect to apply the cash amount equal to their
annual fee to subscribe for, or to purchase, Ordinary Shares.
The Directors are entitled only to their annual fee and their
reasonable expenses. No element of the Directors’ remuneration
is performance related, nor does any Director have any
entitlement to pensions, share options or any long-term
incentive plans from the Company.
The Directors hold their office in accordance with the Articles
of Association and their appointment letters. No Director has a
service contract with the Company, nor are any such contracts
proposed. The Directors’ appointments can be terminated
in accordance with the Articles of Association and without
compensation. Under the Company’s Articles of Association, all
Directors are entitled to remuneration determined from time to
time by the Board and approved by the Shareholders.
Directors’ Remuneration Report
DETAILS OF DIRECTORS’ REMUNERATION (AUDITED)
The emoluments in respect of qualifying services of each person
who served as a Director during the period are shown below. All
the Directors are paid a basic annual fee of £40,000 quarterly in
arrears for their services. In addition to this fee, Pat Cox is paid
an additional £17,500 per annum for his role as Chair of the
Board. Caroline Banszky is paid an additional £5,000 perannum
Remuneration & Nomination
Committee Report
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Annual Report for year ended 31 March 2022
for serving as Chair of the Audit committee. No Director has waived or agreed to waive any emoluments from the Company in the
current year. No other remuneration was paid or payable by the Company during the current period, nor were any expenses claimed
by or paid to them other than for expenses incurred wholly, necessarily and exclusively in furtherance of their duties as Directors of the
Company.
The remuneration levels for the Directors were set at the time of IPO in May 2018 at a reduced level to reflect the £30million of equity
raise. As the market capitalisation of the Company has grown during the year the Directors’ remuneration was reviewed and increased
to reflect the current market capitalisation (capped at £100million) to realign the Directors’ remuneration in a stepped process to
reflect the original intended level of remuneration pre-IPO. Whilst this has resulted in stepped increases of substantial change the
directors’ do not propose to apply any further remuneration increases until such time as further Company growth of substance has
been achieved.
Director
Year ended 31
March 2023 ***
Year ended 31
March 2022
(£)
Year ended 31
March 2021
(£)
Pat Cox*
70,625 57,500 43,387
Caroline Banszky**
52,500 45,000 31,051
Malcolm King
43,750 40,000 26,734
Tom Murley
43,750 40,000 26,734
Total
210,625 182,500 127,906
* This includes £17,500 per annum in respect of serving as Chair of the Board. **This includes £5,000 per annum in respect of serving as Chair of
the Audit committee.
*** uplift effective from 1 July 2022, amount shows remuneration on 3/12 and 9/12 split.
2022
Percentage increase
from 31 March
2020 to 31 March
2021 on salary
annual fees
Percentage increase
from 31 March
2021 to 31 March
2022 on salary
annual fees
Pat Cox
31.48% 32.53%
Caroline Banszky
47.86% 49.92%
Malcolm King
48.52% 49.62%
Tom Murley
48.52% 49.62%
2022/2023 Remuneration
The remuneration levels for the forthcoming year 2022/2023 for the Directors are shown in the above table.
In accordance with FCA Listing Rules 9.8.6(R)(1), Directors’ interest in the shares of the Company (in respect of which transactions are
notifiable to the Company under FCA Disclosure and Transparency Rule 3.1.2(R)) as at 31 March 2022 were as follows:
(Audited)
Director
Number of Ordinary
Shares
Percentage of
Issued share Capital
Pat Cox
49,996 0.01%
Caroline Banszky
50,000 0.01%
Malcolm King
50,000 0.01%
Tom Murley
0 0.00%
Total
149,996 0.03%
All the Directors’ share interests shown above were held beneficially.
Remuneration & Nomination Committee Report
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Annual Report for year ended 31 March 2022
Tom Murley as a US resident has limited options for owning shares. The platform through which he owned shares closed and he was
forced to sell. He is looking for a new platform through which to purchase shares.
Relative Importance of Spend on Pay
The difference in actual spend between 31 March 2022 and 31 March 2021 on Directors’ remuneration in comparison to
distributions (dividends and share buybacks) and other significant spending are set out in the table below:
Payments made
during the year
ended 31 March
2022
Payments made
during the year
ended 31 March
2021
Directors’ total remuneration
182,500 127,906
Dividends paid
24,139,922 10,090,673
Buy back of Ordinary Shares
Company-wide considerations
There are no executive directors, nor are there any employees of the Company, so there are no statements to make on any
consultations, comparisons, or pay and employment conditions within the Company.
Statement of consideration of shareholder views
The levels of remuneration were set out in the Prospectus and did not receive any negative comment from the investment community
before or after the IPO. The AGM will give the opportunity for opinions to be aired and demonstrated formally through the voting
process and will provide the basis for future discussions and developments.
Payments to past directors or for loss of office
There are no payments to disclose. Under the terms of the Directors’ Remuneration Policy there would be no compensation for loss of
office.
Statement of voting at general meeting
The Directors Remuneration Policy was put to a binding vote at the AGM on 14 August 2019 and is due for renewal at the AGM in
2022. The Directors Remuneration Report was subject to an advisory vote at the AGM on 6 September 2021.
The voting outcome is set out in the table below:
Resolution to
approve directors’
remuneration
report 2021
Resolution
to approve
remuneration policy
2020
Votes for*
111,448,581 30,512,395
%
99.86% 99.88%
Votes against
158,158 36,300
%
0.14% 0.12%
Total votes validly cast
111,606,739 30,548,695
Total votes cast as a percentage of issued share capital
40.40% 39.58%
Votes withheld+
96,000 15,750
* includes discretionary vote.
+ A vote withheld is not a vote in law and is not counted in the calculation of votes for or against a resolution.
Remuneration & Nomination Committee Report
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Approval of the Remuneration Report
An ordinary resolution for the approval of this Directors’ Remuneration
Report will be put to Shareholders at the Company’s 2022 AGM and
shareholders will have the opportunity to express their views and raise
any queries in respect of the Remuneration Policy at this meeting.
(2) Nomination
The Committee’s responsibilities are reviewing annually the structure,
size, and composition (including the skills, knowledge, and experience)
required of the Board and making recommendations to the Board with
regard to any necessary changes.
Considering the succession planning and replenishment of Directors
as the Board and Company progresses, identifying and nominating
candidates to fill Board vacancies as and when they arise and taking into
account the challenges and opportunities facing the Company, and what
skills and expertise are needed on the Board for the future.
Reviewing annually the time required from the Directors and using
performance evaluation to assess whether the Directors are spending
enough time on their duties.
Diversity
The Board recognises the benefits that diversity brings. Our approach
is to appoint the best possible candidate, considered on merit against
objective criteria and in accordance with the Equality Act 2010, rather
than to set quotas for a particular aspect that may deflect from achieving
this fundamental target every time. At the date of this report, 25% of the
Board was female.
In light of the ongoing development in governance best practice, the
Committee decided that the Company should have a formal diversity
policy, which the Board adopted on 19 September 2018. Diversity
includes and makes good use of differences in knowledge, and
understanding of relevant diverse geographies, peoples, and their
backgrounds including race or ethnic origin, sexual orientation, gender,
age, disability or religion. Appointments to the Board will be made
on merit and objective criteria, in the context of complimenting and
expanding the skills, knowledge and experience of the Board as a whole.
Board Evaluation
A formal and rigorous external board evaluation is currently ongoing. The
Board have appointed Heidrick & Struggles to conduct and manage the
process and report to the Board accordingly on the outcomes.
The external evaluation consisted of a questionnaire covering a
range of board level topics, with accompanying reviews of each
Committee, which addresses issues specific to that Committee, as
well as self-assessments by the Directors and 1-2-1 interviews by
the external evaluator of each non-executive director. The final results
will be reviewed and discussed by the Remuneration and Nomination
Committee and then the Board.
In addition to the ongoing external evaluation during the year, the
Committee discussed the size, composition, skill set and structure of the
Board and its Committees and considered that all of the Directors are
independent from the Investment Manager as defined in the AIC Code
and no circumstances have been identified that are likely to impair, or
could appear impair, a Non-Executive Director’s independence. Further
that the Board had the appropriate combination of skills, experience
and knowledge and that the current size of the Board was appropriate
for a Company of its market capitalisation. However, this may change
following the finalisation of the external board evaluation report by
Heidrick and Struggles. During 2022, the Company will monitor its
progress against the recommendations arising from the externally
facilitated Board evaluation.
Members of the Board work effectively together to achieve the
Company’s objectives and that each director has the time and continues
to contribute effectively.
Succession Planning
The Nomination Committee considered succession planning during
the year and noted that currently all four Directors’ tenure of nine years
expires on the same date and that therefore there was a need to refresh
the board over the next five years.
This Directors’ Remuneration Report was approved by the Board on
lJuly 2022 and is signed on its behalf by Patrick Cox (Director and
Chair of the Remuneration and Nomination Committee)
Patrick Cox
Chair of the Remuneration and Nomination Committee
Date: 25 July 2022
Remuneration & Nomination Committee Report
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Management Engagement Committee
Report
Introduction
The Management Engagement Committee is comprised of all
the independent directors of the Company: Caroline Banszky,
Malcolm King, Thomas Murley and me, Patrick Cox (Chair). The
Committee’s two principal functions are:
To review annually the compliance by the Investment
Manager with the Company’s investment policy as
established by the Board and with the Advisory and Services
Agreement entered into between the Company and the
Investment Manager from time to time (the “Management
Agreement”); and
To review annually the performance of any other key service
providers to the Company
The Committee is required to report formally to the Board on its
findings after each meeting on all matters within its duties and
responsibilities.
The Committee will meet as and when required, but formally
at least once a year. JTC (UK) Limited attend our meetings
as Secretary to the Committee. In addition, we invite
representatives of the Investment Manager to attend as
required.
The Committee met once in the period under review and all
members were present. During this meeting, Committees terms
of reference were reviewed and no alterations were made.
Investment Manager Review
When reviewing the Investment Manager’s performance, the
Committee considers its compliance with the terms of the
Management Agreement as well as its overall performance
against the Company’s objectives.
The Committee also reviews the relationship with the Investment
Manager including (but not limited to):
Making recommendations on the Investment Manager’s
remuneration;
Approving the terms of engagement of the Investment
Manager and the terms of the Management Agreement;
Assessing annually the Investment Manager’s independence
and objectivity taking into account relevant regulatory
requirements;
Assessing annually the qualifications, expertise and
resources of the Investment Manager; and
Meeting regularly with the Investment Manager and at least
twice a year, to discuss the Investment Manager’s remits, the
performance of the Company’s investments and any issues
arising from the management of the Company’s investments.
The Committee also reviews the level and method of
remuneration of the Investment Manager pursuant to the terms
of the Management Agreement, including the methodology of
calculation of the relevant annual fee. The review of these fee
arrangements seeks to ensure that the methodology does not
encourage excessive risk and that it rewards demonstrably
superior performance by the Investment Manager in managing or
advising on the portfolio against the stated investment objective
when compared to a suitable benchmark or peer group.
The remuneration payable to the Investment Manager under the
terms of the AIFM Agreement, are set out on page 88.
Commercial Management Agreement
Pursuant to the Commercial Management Agreement, a
subsidiary of the Investment Manager, Gore Street Operational
Management Limited (“GSOML”) provides certain operational
and administrative services to the Company. These include
services in respect of the Development Projects (the
“Construction Services”) and services in respect of the
Operational Assets (the “Operational Services”).
The Construction Services include, inter alia, managing
development related matters that arise in relation to the project
until the project has been commissioned, overseeing the
exercise of lease options and negotiation of lease terms and
overseeing the construction phase of the project.
The Operational Services include, inter alia, facilitating the timely
response to issues on site, including dispatch of engineering
resources and technicians, assessing daily performance of
energy storage assets and identifying and monitoring project
operations risks and issues and interfacing with and holding
accountable the asset manager and operation and maintenance
provider.
Pursuant to the Commercial Management Agreement, GSOML
also provides administrative services to the Group, including in
relation to financial reporting, supporting transactions and in
relation to the development and implementation of ESG policies.
As the Group’s portfolio continues to grow, including with the
acquisition of assets in new jurisdictions, the scope of the
services to be provided by GSOML pursuant to the Commercial
Management Agreement will increase.
GSOML is entitled to receive a quarterly fee equal to the lower
of: (i) its costs associated with the provision of all services
by it to the Group pursuant to the Commercial Management
Agreement during the relevant quarter plus a 15 per cent. mark-
up; and (ii) one-fourth of one per cent. of Net Asset Value
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Annual Report for year ended 31 March 2022
The Committee reviewed the fee arrangements, compared them
with comparable Investment Trusts and concluded that they
were reasonable. The Committee agreed to undertake a full
review of the Investment Manager’s remuneration and terms and
conditions in 2022.
Following its review, the Committee have determined that the
Investment Manager was generally performing satisfactorily
and had complied with the terms of its engagement and
had met its obligations to the Company. The Committee and
Investment Manager discuss opportunities for improvements
in communications on an ongoing basis. The committee
recommended the Investment Manager’s continued
appointment to the Board.
Other service providers
The Committee also review the performance of the Company’s
other service providers and in particular:
Monitors compliance by providers of other services to the
Company with the terms of their respective agreement from
to time;
Reviews and considers the appointment and remuneration
of providers of services to the Company; and
Considers any points of conflict which may arise between
the providers of services to the Company.
The Committee also carried out a full performance review
of all its service providers at its last meeting during which all
terms of engagement and fees were carefully considered by the
Committee.
Administrator
Sanne Group Administration Services (UK) Limited (“Sanne”)
served as Administrator during the period.
Under the terms of the Administration Agreement, Sanne is
entitled to:
(a) an annual fee in respect of the accounting and
administration services it will provide of £50,000.
(b) an annual value fee of:
0.05% of NAV to the extent that NAV is between £30m and
£75m.
0.025% of NAV to the extent that NAV is between £75m and
£150m; and,
0.02% of NAV to the extent that such NAV exceeds £150m.
The Committee found the Company’s service providers were
all performing satisfactorily and concluded that the relevant
appointments should continue.
Committee evaluation
An evaluation of the Committee was undertaken as part of
the overall evaluation of the Board and its committees. The
Committee was found to be functioning effectively.
Patrick Cox
Committee Chair
Date: 25 July 2022
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Annual Report for year ended 31 March 2022
Independent Auditor’s Report
Independent Auditor’s report to the
members of Gore Street Energy Storage
Fund Plc.
Opinion
We have audited the financial statements of Gore Street Energy
Storage Fund Plc (the “Company”) for the year ended 31 March
2022 which comprise the statement of comprehensive income,
the statement of financial position, the statement of changes
in equity, the statement of cash flows, and the related notes 1
to 24, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their
preparation is applicable law and UK adopted international
accounting standards.
In our opinion, the financial statements:
give a true and fair view of the Company’s affairs as at
31March 2022 and of its profit for the year then ended;
have been properly prepared in accordance with UK adopted
international accounting standards; and
have been prepared in accordance with the requirements of
the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described
in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We are independent of the Company in accordance with
the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRCs Ethical
Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard
were not provided to the Company and we remain independent
of the Company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our
evaluation of the directors’ assessment of the Company’s ability to
continue to adopt the going concern basis of accounting included
the following procedures:
We confirmed our understanding of the Company’s going
concern assessment process and discussed with the
directors and the Investment Manager those factors they
considered important in their assessment. We considered
whether the factors taken account of in the directors’
assessment addressed those matters which we considered
important.
We inspected the directors’ assessment of going concern,
including the cash flow forecast, for the period to 31 July
2023 which is at least 12 months from the date the financial
statements were authorised for issue. In preparing the cash
flow forecast, the Company has concluded that it is able to
continue to meet its ongoing costs as they fall due.
We reviewed the factors and assumptions, including the
impact of the COVID-19 pandemic and other significant
events that could give rise to market volatility, as applied to
the cash flow forecast. We considered the appropriateness
of the methods used to calculate the cash flow forecast
and determined, through testing of the methodology and
calculations, that the methods, inputs and assumptions
utilised were appropriate to be able to make an assessment
for the Company. We also reviewed the Company’s
assessment of the investment portfolio under stressed
market conditions and determined the impact of sensitivities
in net asset value from the reverse stress testing performed.
We confirmed through discussion with the Investment
Manager and the directors that there was no utilisation of
debt facilities. We corroborated these statements during
our audit procedures by reviewing bank statements
for unrecorded liabilities and review of contracts and
agreements and noted that there were no material
commitments for the Company as at 31 March 2022.
We reviewed the Company’s going concern disclosures
included in the annual report in order to assess whether
the disclosures were appropriate and in conformity with the
reporting standards.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company’s ability to continue as a going concern for a period
assessed by the directors, being the period to 31 July 2023,
which is at least 12 months from when the financial statements
are authorised for issue.
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Annual Report for year ended 31 March 2022
In relation to the Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this
report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s
ability to continue as a going concern.
Overview of our audit approach
Key audit matters
Risk of inaccurate valuation of investments
Materiality
Overall materiality of £3.6m which represents 1% of net assets.
An overview of the scope of our audit
TAILORING THE SCOPE
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for
the Company. This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation
of the Company and effectiveness of controls, including controls and changes in the business environment when assessing the level of
work to be performed. All audit work was performed directly by the audit engagement team which included our valuation specialists.
CLIMATE CHANGE
There has been increasing interest from stakeholders as to how climate change will impact companies. The Company has assessed
the impact climate change could have on its operations and investments. This is explained in the emerging risk section on page 61,
which form part of the “Other information”, rather than the audited financial statements. Our procedures on these disclosures therefore
consisted solely of considering whether they are materially inconsistent with the financial statements, or our knowledge obtained in the
course of the audit or otherwise appear to be materially misstated.
Our audit effort in considering climate change was focused on the adequacy of the Company’s disclosures in the financial statements
as set out in note 2 and conclusion that climate risk does not materially impact the estimates and assumptions used in determining the
fair value of the investments. We also challenged the directors’ considerations of climate change in their assessment of going concern
and viability and associated disclosures.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of
the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
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Annual Report for year ended 31 March 2022
Risk Our response to the risk
Key observations communicated to
the Audit Committee
Inaccurate valuation of investments
Refer to the Audit Committee Report
(pages83-86); Accounting policies
(pages107-110); and Notes 12 and 17 of the
Financial Statements.
The valuation of the investment portfolio
as at 31 March 2022 was £180.76 million
(2021: £80.69) consisting of the Company’s
investments in battery storage assets through its
wholly owned subsidiary, GSES1 Limited and its
subsidiaries. The Company meets the definition
of an ‘investment entity’ in accordance with IFRS
10, thus it values its investment in its subsidiary
at fair value through profit or loss.
The accurate valuation of investments is
fundamental to the Company’s financial
performance. The return generated by the
investment portfolio is a key driver of the
Company’s returns.
Due to the nature of the investment portfolio,
being unlisted investments with no directly
comparable listed investments, the underlying
assumptions that drive the value of the asset
are subjective. As a result, the valuation of the
portfolio is susceptible to misstatement. The
investment valuation approach requires sufficient
rigour to eliminate the susceptibility of the
investment valuations to bias.
The valuation principles used are based on
International Valuation Standards Council
(“IVSC”) valuation guidelines, using a discounted
cash flow (“DCF”) methodology.
We performed the following procedures:
Gained an understanding of the Investment
Adviser and directors’ processes and controls
surrounding investment valuations, by performing
a walkthrough to evaluate the design and
implementation of controls.
Obtained and reviewed the valuation models of
each asset held via the Company’s investment in
GSES1 Limited and its subsidiaries to validate that
the valuation methodology adopted is consistent
with the requirements of IFRS and IVSC guidelines.
Corroborated key revenue streams and other
valuation model inputs to supporting contracts and
external pricing forecasts, as applicable.
Held discussions with the Investment Manager
to understand the key drivers to the cash flow
projections included in the valuation models and
assessed their appropriateness based on the
nature of the asset and our understanding of the
relevant markets.
For a selected sample of investments, engaged EY
valuation specialists to assist in challenging the
appropriateness of the discount rate used and to
assess the impact of macro-economic and industry
related factors used in calculating the net present
value of the future cash flows. For the remainder
of the investments, we ensured that consistent
valuation methodology has been applied and
challenged the key estimates used in determining
the fair value of the investments.
Performed back testing by comparing prior year
revenue and expense projections to current year
actuals, to assess reasonableness of projections.
Checked the clerical accuracy of the valuation
models.
Our audit procedures did not identify any
material misstatements regarding the risk of
incorrect valuation of investments.
There have been no changes to the areas of audit focus raised in
the above risk table from the prior year.
Our application of materiality
We apply the concept of materiality in planning and performing
the audit, in evaluating the effect of identified misstatements on
the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually
or in the aggregate, could reasonably be expected to influence
the economic decisions of the users of the financial statements.
Materiality provides a basis for determining the nature and
extent of our audit procedures.
We determined materiality for the Company to be £3.6 million
(2021: £1.45 million), which is 1% (2021: 1%) of net assets. We
believe that net assets are the most important financial metric
on which shareholders would judge the performance of the
Company.
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Annual Report for year ended 31 March 2022
Performance materiality
The application of materiality at the individual account or
balance level. It is set at an amount to reduce to an appropriately
low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our
assessment of the Company’s overall control environment,
our judgement was that performance materiality was 75%
(2021: 50%) of our planning materiality, namely £2.7m
(2021: £0.72m). We have set performance materiality at this
percentage due to our past experience of the audit that indicates
a lower risk of misstatements, both corrected and uncorrected.
Reporting threshold
An amount below which identified misstatements are considered
as being clearly trivial.
We agreed with the Audit Committee that we would report to
them all uncorrected audit differences in excess of £0.177m
(2021: £0.072m), which is set at 5% of planning materiality,
as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in
light of other relevant qualitative considerations in forming
ouropinion.
Other information
The other information comprises the information included in
the annual report, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the
other information contained within the annual report.
Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly
stated in this report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement
in the financial statements themselves. If, based on the work
we have performed, we conclude that there is a material
misstatement of the other information, we are required to report
that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by
the Companies Act 2006
In our opinion the part of the directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
the information given in the strategic report and the directors’
report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
the strategic report and directors’ report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
directors’ report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
adequate accounting records have not been kept, or
returns adequate for our audit have not been received from
branches not visited by us; or
the financial statements and the part of the directors
Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by
law are not made; or
we have not received all the information and explanations we
require for our audit
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going
concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s compliance
with the provisions of the UK Corporate Governance Code
specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit:
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 66;
Directors’ explanation as to its assessment of the Company’s
prospects, the period this assessment covers and why the
period is appropriate set out on page 66;
Director’s statement on whether it has a reasonable
expectation that the Company will be able to continue in
operation and meets its liabilities set out on page 66;
Directors’ statement on fair, balanced and understandable
set out on page 70;
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 64;
The section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on page 64; and
The section describing the work of the audit committee set
out on pages 83-86.
Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement set out on page 70, the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
the directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of
the financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on
the basis of these financial statements.
Explanation as to what extent the audit
was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including
fraud. The risk of not detecting a material misstatement due
to fraud is higher than the risk of not detecting one resulting
from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through
collusion. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention
and detection of fraud rests with both those charged with
governance of the Company and management.
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and
determined that the most significant are those that relate
to the reporting framework (UK adopted international
accounting standards, the Companies Act 2006, UK
Corporate Governance Code, AIC Code of Corporate
Governance and The Companies (Miscellaneous Reporting)
Regulations 2018) and Section 1158 of the Corporation
Tax Act 2010. In addition, we concluded that there are
certain significant laws and regulations which may influence
the determination of the amounts and disclosures in the
financial statements including the Listing Rules of the UK
Listing Authority.
We understood how the Company is complying with those
frameworks by making enquiries of the Investment Manager,
Company Secretary, and also the directors including
the Chair of the Audit Committee. We corroborated our
understanding through our review of board minutes, papers
provided to the Audit Committee and correspondence
received from regulatory bodies.
We assessed the susceptibility of the Company’s financial
statements to material misstatement, including how fraud
might occur by considering the key risks impacting the
financial statement. We identified fraud and management
override risks in relation to estimation uncertainty relating
to the valuation of investments. Our audit procedures stated
above in the ‘Key audit matters section’ of this Auditor’s
report were performed to address the fraud risk. In order to
address the residual risk of management override we have
performed journal entry testing.
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Annual Report for year ended 31 March 2022
Based on this understanding we designed our audit
procedures to identify non-compliance with such laws
and regulations. Our procedures included review of the
Company’s distributable reserves supporting dividend
payments in accordance with Companies Act requirements,
challenging management and the directors where questions
arose and inspecting correspondence with their legal
advisors. In addition, our procedures involved review of
reporting to the directors with respect to the application of
the documented policies and procedures and review of the
financial statements.
A further description of our responsibilities for the audit
of the financial statements is located on the Financial
Reporting Council’s website at https://www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Other matters we are required to address
Following the recommendation from the audit committee
we were appointed by the Company on 19 September
2018 to audit the financial statements for the period ending
31March 2019 and subsequent financial periods.
The period of total uninterrupted engagement including
previous renewals and reappointments is four years,
covering the years ending 31 March 2019 to 31 March
2022.
The audit opinion is consistent with the additional report to
the audit committee.
Use of our report
This report is made solely to the Company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we
might state to the Company’s members those matters we are
required to state to them in an auditor’s report and for no other
purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the Company and
the Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Caroline Mercer
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Edinburgh
25 July 2022
Independent Auditor’s Report
Continued
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Corporate Governance
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Financial Statements
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Financial Statements
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Year Ended 31 March 2022 Year Ended 31 March 2021
Notes
Revenue
(£)
Capital
(£)
Total
(£)
Revenue
(£)
Capital
(£)
Total
(£)
Net gain on investments at fair value
through profit and loss 7 43,531,405 43,531,405 16,205,729 16,205,729
Investment income 8 5,489,529 5,489,529 1,233,000 1,233,000
Administrative and other expenses 9 (6,493,364) (6,493,364) (2,844,035) (2,844,035)
Profit before tax (1,003,835) 43,531,405 42,527,570 (1,611,035) 16,205,729 14,594,694
Taxation 10
Profit after tax and profit for the year (1,003,835) 43,531,405 42,527,570 (1,611,035) 16,205,729 14,594,694
Total comprehensive income for the year (1,003,835) 43,531,405 42,527,570 (1,611,035) 16,205,729 14,594,694
Profit per share (basic and diluted) –
pence per share 11 14.15 16.06
All Revenue and Capital items in the above statement are derived from continuing operations.
The Total column of this statement represents Company’s Income Statement prepared in accordance with IFRS. The return on ordinary
activities after taxation is the total comprehensive income and therefore no additional statement of other comprehensive income is
presented.
The supplementary revenue and capital columns are presented for information purposes in accordance with the Statement of
Recommended Practice issue by the Association of Investment Companies.
The notes on pages 105-125 form an integral part of these financial statements.
Statement of Comprehensive
Income
For the Year Ended 31 March 2022
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Statement of Financial Position
As at 31 March 2022
Company Number 11160422
Notes
31 March 2022
(£)
31 March 2021
(£)
Non – Current Assets
Investments at fair value through profit or loss 12 180,762,419 80,694,275
180,762,419 80,694,275
Current assets
Cash and cash equivalents 13 198,047,440 60,152,317
Trade and other receivables 14 46,476 5,364,168
198,093,916 65,516,485
Total assets 378,856,335 146,210,760
Current liabilities
Trade and other payables 15 2,375,241 1,075,819
2,375,241 1,075,819
Total net assets 376,481,094 145,134,941
Shareholders equity
Share capital 20 3,450,358 1,438,717
Share premium 20 269,708,123 107,713,725
Special reserve 20 186,656 186,656
Capital reduction reserve 20 42,258,892 17,446,348
Capital reserve 20 64,757,592 21,226,187
Revenue reserve 20 (3,880,527) (2,876,692)
Total shareholders equity 376,481,094 145,134,941
Net asset value per share 19 1.09 1.01
The annual financial statements were approved and authorised for issue by the Board of directors and are signed on its behalf by;
Patrick Cox
Chair
Date: 25 July 2022
The notes on pages 105-125 form an integral part of these financial statements.
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Statement of Changes in Equity
For the Year Ended 31 March 2022
Share
capital
(£)
Share
premium
reserve
(£)
Special
reserve
(£)
Capital
reduction
reserve
(£)
Capital
reserve
(£)
Revenue
reserve
(£)
Total
shareholders
equity
(£)
As at 1 April 2021 1,438,717 107,713,725 186,656 17,446,348 21,226,187 (2,876,692) 145,134,941
Profit for the year 43,531,405 (1,003,835) 42,527,570
Total comprehensive profit for the year 43,531,405 (1,003,835) 42,527,570
Transactions with owners
Ordinary Shares issued at a premium
during the year 2,011,641 206,616,364 208,628,005
Share issue costs (4,621,966) (4,621,966)
Transfer to capital reduction reserve (40,000,000) 40,000,000
Dividends paid (15,187,456) (15,187,456)
As at 31 March 2022 3,450,358 269,708,123 186,656 42,258,892 64,757,592 (3,880,527) 376,481,094
Capital reduction reserve and revenue reserves are available to the Company for distributions to Shareholders as determined by the Directors.
The notes on pages 105-125 form an integral part of these financial statements.
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Statement of Changes in Equity
For the Year Ended 31 March 2021
Share
capital
(£)
Share
premium
reserve
(£)
Special
reserve
(£)
Capital
reduction
reserve
(£)
Capital
reserve
(£)
Revenue
reserve
(£)
Total
shareholders
equity
(£)
As at 1 April 2020 525,488 19,707,058 186,656 25,516,500 5,020,458 (1,265,657) 49,690,503
Profit for the year 16,205,729 (1,611,035) 14,594,694
Total comprehensive profit for the year 16,205,729 (1,611,035) 14,594,694
Transactions with owners
Ordinary shares issued at a premium
during the year 913,229 89,850,900 90,764,129
Share issue costs (1,844,233) (1,844,233)
Dividends paid (8,070,152) (8,070,152)
As at 31 March 2021 1,438,717 107,713,725 186,656 17,446,348 21,226,187 (2,876,692) 145,134,941
The notes on pages 105-125 form an integral part of these financial statements.
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Statement of Cash Flows
For the Year Ended 31 March 2022
Notes
Year Ended
31 March
2022
(£)
Year Ended
31 March
2021
(£)
Cash flows used in operating activities
Profit for the year 42,527,570 14,594,694
Net profit on investments at fair value through profit and loss (43,531,405) (16,205,729)
Decrease/(Increase) in trade and other receivables 5,317,692 (400,641)
Increase in trade and other payables 1,299,422 362,160
Net cash used in operating activities 5,613,279 (1,649,516)
Cash flows used in investing activities
Purchase of investments (56,536,739) (34,076,053)
Net cash used in investing activities (56,536,739) (34,076,053)
Cash flows used in financing activities
Proceeds from issue of Ordinary Shares at a premium 208,628,005 90,764,129
Share issue costs (4,621,966) (1,844,233)
Dividends paid (15,187,456) (8,070,152)
Net cash inflow from financing activities 188,818,583 80,849,744
Net increase/(decrease) in cash and cash equivalents for the year 137,895,123 45,124,175
Cash and cash equivalents at the beginning of the year 60,152,317 15,028,142
Cash and cash equivalents at the end of the year 198,047,440 60,152,317
During the year, interest received by the Company totaled £5,489,530 (2021: £1,098,000).
The notes on pages 105-125 form an integral part of these financial statements.
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
1. General information
Gore Street Energy Storage Fund plc (the “Company”), a public limited company limited by shares was incorporated and registered
in England and Wales on 19 January 2018 with registered number 11160422. The registered office of the Company is 18th Floor,
TheScalpel, 52 Lime Street, London, EC3M 7AF.
Its share capital is denominated in Pound Sterling (GBP) and currently consists of Ordinary Shares. The Company’s principal activity
is to invest in a diversified portfolio of utility-scale energy storage projects primarily located in the UK and the Republic of Ireland,
although the Company has recently acquired a project in Germany and is also considering projects in North America.
2. Basis of preparation
STATEMENT OF COMPLIANCE
The annual financial statements have been prepared in accordance with UK adopted international accounting standards. The Company
has also adopted the Statement of Recommended Practice issued by the Association of Investment Companies which provides
guidance on the presentation of supplementary information.
The financial statements have been prepared on a historical cost basis except for financial assets and liabilities at fair value through
the profit or loss.
The Company is an investment entity in accordance with IFRS 10 which holds all its subsidiaries at fair value and therefore prepares
separate accounts only.
FUNCTIONAL AND PRESENTATION CURRENCY
The currency of the primary economic environment in which the Company operates (the functional currency) is Pound Sterling
(“GBPor £”) which is also the presentation currency.
GOING CONCERN
In assessing the going concern basis of accounting the Directors have had regard to the guidance issued by the Financial Reporting
Council. After making enquiries and bearing in mind the nature of the Company’s business and assets, the Directors consider the
Company to have adequate resources to continue in operational existence over the period to 31 July 2023, being at least 12 months
from the date of approval of the financial statements. As such, they have adopted the going concern basis in preparing the annual
report and financial statements.
In our going concern assessment, we have taken into account the impact of Covid-19 and the Company’s ability to generate revenue
from its operational assets continues and remains largely unaffected by the pandemic. The Company and the Investment Manager
have worked closely and liaised with the operators to ensure that commercial activities remain operational and, in their view, power
generation will remain essential to the UK’s infrastructure.
The going-concern analysis assumes continued annual expenditure at the rate of current expenditure and continued discretionary
dividend payments to shareholders at the annual target rate of 7% of NAV, subject to a minimum target of 7 pence per Ordinary Share
in each financial year. With expenditure and discretionary dividends assumed unchanged, the Company will continue to be operational
and will have excess cash after payment of its liabilities for at least the next 12 months to 31 July 2023.
As at 31 March 2022, the Company had net current assets of £195.72 million and had cash balances of £198.04 million (excluding
cash balances within investee companies), which are sufficient to meet current obligations as they fall due. The major cash outflows
of the Company are the payment of dividends and costs relating to the acquisition of new assets, both of which are discretionary.
TheCompany continues to commit to its investors that its business purpose is to invest funds solely for returns from capital
appreciation, investment income, or both. The Company is a guarantor to GSES1 Limited’s £15m revolving credit facility with
Santander. The Company had no outstanding debt as at 31 March 2022.
Notes to the Financial Statements
For the Year Ended 31 March 2022
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Notes to the Financial Statements
Continued
2. Basis of preparation (continued)
The Directors acknowledge their responsibilities in relation to the financial statements for the year ended 31 March 2022 and the
preparation of the financial statement on a going concern basis remains appropriate and the Company expects to meet its obligations
as and when they fall due for at least the next twelve months to 31 July 2023.
The board has considered the impact of climate change on the investments included in Company’s financial statements and have
assessed that it does not materially impact the estimates and assumptions used in determining the fair value of the investments.
3. Significant accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amount of assets, liabilities, income and expenses. Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to the accounting estimates are recognised in the period in which the
estimates are revised and in any future periods affected.
During the period the Directors considered the following significant judgements, estimates and assumptions:
ASSESSMENT AS AN INVESTMENT ENTITY
Entities that meet the definition of an investment entity within IFRS 10 are required to measure their subsidiaries at fair value through
profit or loss rather than consolidate them unless they provided investment related services to the Company. To determine that the
Company continues to meet the definition of an investment entity, the Company is required to satisfy the following three criteria:
a) the Company obtains funds from one or more investors for the purpose of providing those investors with investment management
services;
b) the Company commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation,
investment income, or both; and
c) the Company measures and evaluates the performance of substantially all of its investments on a fair value basis.
The Company meets the criteria as follows:
the stated strategy of the Company is to deliver stable returns to shareholders through a mix of energy storage investments;
the Company provides investment management services and has several investors who pool their funds to gain access to
infrastructure related investment opportunities that they might not have had access to individually; and
the Company has elected to measure and evaluate the performance of all of its investments on a fair value basis. The fair value
method is used to represent the Company’s performance in its communication to the market, including investor presentations.
In addition, the Company reports fair value information internally to Directors, who use fair value as the primary measurement
attribute to evaluate performance.
Having assessed the criteria above and in their judgement, the Directors are of the opinion that the Company has all the typical
characteristics of an investment entity and continues to meet the definition in the standard. This conclusion will be reassessed on an
annual basis.
VALUATION OF INVESTMENTS
Significant estimates in the Company’s financial statements include the amounts recorded for the fair value of the investments.
Bytheir nature, these estimates and assumptions are subject to measurement uncertainty and the effect on the Company’s financial
statements of changes in estimates in future periods could be significant. These estimates are discussed in more detail in note 17.
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
4. New and revised standards and interpretations
NEW AND REVISED STANDARDS AND INTERPRETATIONS
The accounting policies used in the preparation of the financial statements have been consistently applied during the year ended
31March 2022.
There have been no new standards, amendments to current standards, or new interpretations which the directors feel have an impact
on these financial statements.
NEW AND REVISED IFRSs IN ISSUE BUT NOT YET EFFECTIVE
In February 2021, the International Accounting Standards Board issued further amendments to IAS8: Accounting Policies, Changes
in Accounting Estimates and Errors. Those amendments clarify the distinction between changes in accounting estimates, changes
in accounting policies and correction of errors. They further clarify how entities use measurement techniques and inputs to develop
accounting estimates. These amendments are effective for periods beginning on or after 1 January 2023 and having reviewed
the amendments, the Board is of the opinion that these amendments will not have a material impact on the Company’s financial
statements.
5. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below:
INVESTMENT INCOME
Interest income is recognised on an accrual basis in the Revenue account of the Statement of Comprehensive Income.
Investment income arising from the portfolio assets is recognised on an accruals basis in totality, with amounts received in cash
recognised in investment income and the unrealised portion disclosed in net gain on investments at fair value through profit and loss.
EXPENSES
Expenses are accounted for on an accrual basis and charged to the Statement of Comprehensive Income. Share issue costs are
allocated to equity. Expenses are charged through the Revenue account except those which are capital in nature, these include those
which are incidental to the acquisition, disposal or enhancement of an investment, which are accounted for through the Capital
account.
NET GAIN OR LOSS ON INVESTMENTS AT FAIR VALUE THROUGH PROFIT AND LOSS
Gains or losses arising from changes in the fair values of investments are recognised in the Capital account of the Statement of
Comprehensive Income in the period in which they arise. The value of the investments may be increased or reduced by the assessed
fair value movement.
TAXATION
The Company is approved as an Investment Trust Company (“ITC”) under sections 1158 and 1159 of the Corporation Taxes Act 2010
and Part 2 Chapter 1 Statutory Instrument 2011/29999 for accounting periods commencing on or after 25 May 2018. The approval
is subject to the Company continuing to meet the eligibility conditions of the Corporations Tax Act 2010 and the Statutory Instrument
2011/29999. The Company intends to ensure that it complies with the ITC regulations on an ongoing basis and regularly monitors the
conditions required to maintain ITC status.
From 1 April 2015 there is a single corporation tax rate of 19%. Current Tax and movements in deferred tax asset and liability is
recognised in the Statement of Comprehensive Income except to the extent that it relates to the items recognised as direct movements
in equity, in which case it is similarly recognised as a direct movement in equity. Current tax is the expected tax payable on any taxable
income for the period, using tax rates enacted or substantively enacted at the end of the relevant period.
Notes to the Financial Statements
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
5. Summary of significant accounting policies (continued)
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the Statement of
Financial Position date where transactions or events that result in an obligation to pay more tax or a right to pay less tax in the future
have occurred. Timing differences are differences between the Company’s taxable profits and its results as stated in the financial
statements. Deferred taxation assets are recognised where, in the opinion of the Directors, it is more likely than not that these amounts
will be realised in future periods, at the tax rate expected to be applicable at realisation.
INVESTMENT IN SUBSIDIARIES
Subsidiaries are entities controlled by the Company. Control exists when the Company is exposed, or has rights, to variable returns
from its involvement with the subsidiary entity and has the ability to affect those returns through its power over the subsidiary entity.
In accordance with the exception under IFRS 10 Consolidated financial statements, the Company is an investment entity and therefore
only consolidates subsidiaries if they provide investment management services and are not themselves investment entities. All
subsidiaries are held at fair value in accordance with IFRS 9 and therefore not consolidated.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash at bank and call deposit held with the bank on a 32 day notice which can be readily
converted to cash.
TRADE AND OTHER RECEIVABLES
Trade and other receivables are recognised initially at fair value and subsequently stated at amortised cost less loss allowance which is
calculated using the provision matrix of the expected credit loss model.
TRADE AND OTHER PAYABLES
Trade and other payables are recognised initially at fair value and subsequently stated at amortised cost.
DIVIDENDS
Dividends are recognised, as a reduction in equity in the financial statements. Interim equity dividends are recognised when legally
payable. Final equity dividends will be recognised when approved by the Shareholders.
EQUITY
Equity instruments issued by the Company are recorded at the amount of the proceeds received, net of directly attributable issue
costs. Costs not directly attributable to the issue are immediately expensed in the Statement of Comprehensive Income.
FINANCIAL INSTRUMENTS
In accordance with IFRS 9, the Company classifies its financial assets and financial liabilities at initial recognition into the categories of
amortised cost or fair value through profit or loss.
FINANCIAL ASSETS
The Company classifies its financial assets at amortised cost or fair value through profit or loss on the basis of both:
the entity’s business model for managing the financial assets
the contractual cash flow characteristics of the financial asset
Notes to the Financial Statements
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
5. Summary of significant accounting policies (continued)
Financial assets measured at amortised cost
A debt instrument is measured at amortised cost if it is held within a business model whose objective is to hold financial assets in
order to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding. The Company includes in this category short-term non-financing
receivables including cash and trade and other receivables.
Financial asset measured at fair value through profit or loss (FVPL)
A financial asset is measured at fair value through profit or loss if:
a) its contractual terms do not give rise to cash flows on specified dates that are solely payments of principal and interest (SPPI) on
the principal amount outstanding; or
b) it is not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash
flows and sell; or
c) it is classified as held for trading (derivative contracts in an asset position).
The Company includes in this category equity instruments and loans to investments.
FINANCIAL LIABILITIES
Financial liabilities measured at fair value through profit or loss (FVPL)
A financial liability is measured at FVPL if it meets the definition of held for trading of which the Company had none.
Financial liabilities measured at amortised cost
This category includes all financial liabilities, other than those measured at fair value through profit or loss, including short-term payables.
RECOGNITION AND DERECOGNITION
Financial assets and liabilities are recognised on trade date, when the Company becomes party to the contractual provisions of the
instrument. A financial asset is derecognised where the rights to receive cash flows from the asset have expired, or the Company has
transferred its rights to receive cash flows from the asset. The Company derecognises a financial liability when the obligation under the
liability is discharged, cancelled or expired.
IMPAIRMENT OF FINANCIAL ASSETS
The Company holds trade receivables with no financing component and which have maturities of less than 12 months at amortised
cost and, as such, has chosen to apply the simplified approach for expected credit losses (ECL) under IFRS 9 to all its trade
receivables. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime
ECLs at each reporting date.
The Company’s approach to ECLs reflects a probability-weighted outcome, the time value of money and reasonable and supportable
information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of
future economic conditions.
The Company uses the provision matrix as a practical expedient to measuring ECLs on trade receivables, based on days past due for
groupings of receivables with similar loss patterns. Receivables are grouped based on their nature. The provision matrix based on
historical observed loss rates over the expected life of the receivables and is adjusted for forward looking estimates.
Notes to the Financial Statements
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
5. Summary of significant accounting policies (continued)
FAIR VALUE MEASUREMENT AND HIERARCHY
Fair value is the price that would be received on the sale of an asset, or paid to transfer a liability, in an orderly transaction between market
participants at the measurement date. The fair value measurement is based on the presumption that the transaction takes place either in
the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market. It is based on the
assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interest.
The fair value hierarchy to be applied under IFRS 13 is as follows:
Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly
observable.
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are carried at fair value, and which will be recorded in the financial information on a recurring basis, the
Company will determine whether transfers have occurred between levels in the hierarchy by reassessing categorisation at the end of
each reporting period.
6. Fees and expenses
ACCOUNTING, SECRETARIAL AND DIRECTORS
JTC (UK) Limited had been appointed to act as secretary for the Company through the Administration and Company Secretarial
Agreement. JTC (UK) Limited is entitled to a £70,000 annual fee for the provision of Company Secretarial services.
During the year, expenses incurred with JTC (UK) Limited for secretarial services amounted to £64,657 with £25,000 being
outstanding and payable at the year end.
Sanne Fiduciary Services (UK) Limited (“Sanne”) had been appointed as administrator. Through an Administration agreement, Sanne is
entitled to an annual fee of £50,000 for the provision of accounting and administration services based on a Company Net Asset Value
of up to £30 million. An ad valorem fee based on total assets of the Company which exceed £30 million will be applied as follows:
0.05% on a net asset value of £30 million to £75 million
0.025% on a net asset value of £75 million to £150 million
0.02% on a net asset value thereafter.
During the year, expenses incurred with Sanne for accounting and administrative services amounted to £97,155, with £25,765 being
outstanding and payable at the year end.
AIFM
The AIFM, Gore Street Capital Limited (the “AIFM”), was entitled to receive from the Company, in respect of its services provided under
the AIFM agreement, a fee of £75,000 per annum for the term of the AIFM agreement.
During the year, AIFM fees amounted to £75,207, there were no outstanding fees payable at the year end.
At the year end, an amount of £18,647 paid in the year to Gore Street Capital Limited in respect of these fees, is being disclosed in
prepayments as it relates to the period 1 April 2022 to 30 June 2022.
INVESTMENT ADVISORY
The fees relating to the Investment Advisor are disclosed within note 22 Transactions with related parties.
Notes to the Financial Statements
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
7. Net gain on investments at fair value through profit and loss
31 March
2022
(£)
31 March
2021
(£)
Net gain on investments at fair value through profit and loss
43,531,405 16,205,729
43,531,405 16,205,729
8. Investment Income
31 March
2022
(£)
31 March
2021
(£)
Bank interest income 58,977
Investment income 5,430,552 1,098,000
Interest income (on advance to NEC) 135,000
5,489,529 1,233,000
9. Administrative and other expenses
31 March
2022
(£)
31 March
2021
(£)
Accounting and Company Secretarial fees 161,812 155,718
Audit fees (see below) 226,000 211,600
Bank interest and charges 8,464 6,810
Directors’ remuneration and expenses 182,500 135,378
Directors & Officers insurance 18,617 13,431
Foreign exchange loss 13,604 1,050
Investment advisory fees 3,090,737 1,128,107
Irrecoverable VAT (26,626)
Legal and professional fees * 772,617 483,724
AIFM fees 75,207 75,246
Marketing fees 69,652 80,144
Performance fees 1,545,369 496,461
Sundry expenses 244,851 82,994
Write back of NEC interest receivable 83,934
6,493,364 2,844,037
* The Company incurred one-off expenses totalling £126,703 in respect of transactional documentation relating to NEC
(seenote14).
Notes to the Financial Statements
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
9. Administrative and other expenses (continued)
During the year, the Company received the following services from its auditor, Ernst & Young LLP.
31 March
2022
(£)
31 March
2021
(£)
Audit services
Statutory audit Annual accounts – current year
210,000 191,100
Annual accounts – prior year under accrual
5,000
210,000 196,100
Non-audit services
Other assurance services
16,000 15,500
Total audit and non-audit services
226,000 211,600
The statutory auditor is remunerated £145,900 (2021: £119,000), in relation to SPV audits. This amount is not included in the above.
10. Taxation
The Company is recognised as an Investment Trust Company (“ITC”) for accounting periods beginning on or after 25 May 2018 and is
taxed at the main rate of 19%.
31 March
2022
(£)
31 March
2021
(£)
(a) Tax charge in profit and loss account
UK Corporation tax
(b) Reconciliation of the tax charge for the year
Profit before tax 42,527,570 14,594,694
Tax at UK standard rate of 19% 8,080,238 2,772,992
Effects of:
Unrealised gain on fair value investments (8,270,966) (3,079,089)
Expenses not deductible for tax purposes 995 20,600
Deferred tax not recognised 189,733 285,497
Tax charge for the year
Estimated losses not to be recognised due to insufficient evidence of future profits 3,147,853 2,142,752
Estimated deferred tax thereon 25% (2021: 19%) 786,963 407,123
As at 31 March 2022, the Company has excess management expenses that are available to offset future tax revenues. A deferred tax
asset, measured at the prospective corporate rate of 25% (2021: 19%) of £786,963 (2021: £407,123) has not been recognised in
respect of these expenses since they are recoverable only to the extent that, it is considered more likely than not, the Company has
sufficient future taxable revenue.
Notes to the Financial Statements
Continued
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113
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
11. Earnings per share
Earnings per share (EPS) amounts are calculated by dividing the profit or loss for the period attributable to ordinary equity holders
of the Company by the weighted average number of Ordinary Shares in issue during the period. As there are no dilutive instruments
outstanding, basic, and diluted earnings per share are identical.
31 March
2022
31 March
2021
Net gain attributable to ordinary shareholders £ 42,527,570 £ 14,594,694
Weighted average number of Ordinary Shares for the year 300,542,518 90,860,919
Profit per share – Basic and diluted (pence) 14.15 16.06
12. Investments
Place of business Percentage ownership
31 March
2022
31 March
2021
GSES1 Limited (“GSES1”)
England & Wales 100%
180,762,419
80,694,275
The Company meets the definition of an investment entity. Therefore, it does not consolidate its subsidiaries or equity method account
for associates but, rather, recognises them as investments at fair value through profit or loss. The Company is not contractually
obligated to provide financial support to the subsidiaries and associate and there are no restrictions in place in passing monies up the
structure.
The investment in GSES1 is financed through equity and a loan facility available to GSES1. The facility may be drawn upon, to any
amount agreed by the Company as lender, and is available for a period of 20 years from 28 June 2018. The rest is funded through
equity. The amount drawn on the facility at 31 March 2022 was £116,009,272 (2021: £59,472,534). The loan is interest bearing
and attracts interest at 5% per annum. Investments in the indirect subsidiaries are also structured through loan and equity investments
and the ultimate investments are in energy storage facilities.
Realisation of increases in fair value in the indirect subsidiaries will be passed up the structure as distributions on the equity
investment. GSES1 controls GSF Albion, GSF England, GSF IRE and GSF Atlantic as listed below which in turn hold an interest in
project companies.
Immediate Parent Place of business
Percentage
Ownership Investment
GSF Albion Limited (“GSF Albion”)
GSES1 England & Wales
100%
NK Boulby Energy Storage Limited
GSF Albion England & Wales
99.998%
Boulby
Kiwi Power ES B
GSF Albion England & Wales
49%
Cenin
GSF England Limited (“GSFEngland”)
GSES1 England & Wales
100%
OSSPV001 Limited
GSC LRPOT England & Wales
100%
Lower Road Port of Tilbury
GSF IRE Limited
GSES1 England & Wales
100%
Mullavilly Energy Limited
GSF IRE Northern Ireland
51%
Mullavilly
Drumkee Energy Limited
GSF IRE Northern Ireland
51%
Drumkee
Porterstown Battery Storage Limited
GSF IRE Republic of Ireland
51%
Kilteel
Kilmannock Battery Storage Limited
GSF IRE Republic of Ireland
51%
Kilmannock
Ferrymuir Energy Storage Limited
GSF Albion England & Wales
100%
Ferrymuir
Ancala Energy Storage Limited
GSF England England & Wales
100%
Beeches, Blue House Farm,
Brookhall, Fell View, Grimsargh,
Hermitage, Heywood Grange, High
Meadow, Hungerford, LowBurntoft
Notes to the Financial Statements
Continued
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Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Notes to the Financial Statements
Continued
Immediate Parent Place of business
Percentage
Ownership Investment
Breach Farm Energy Storage Limited
GSF England England & Wales
100%
Breach Farm
Hulley Road Energy Storage Limited
GSF England England & Wales
100%
Hulley Road
Larport Energy Storage Limited
GSF England England & Wales
100%
Larport
Lascar Battery Storage Limited
GSF England England & Wales
100%
Lascar
Stony Energy Storage Limited
(1)
GSF England England & Wales
100%
Stony
Enderby Battery Storage Limited
(2)
GSF England England & Wales
100%
Enderby
GSF Atlantic Limited
(3)
GSES1 England & Wales
100%
GSF Cremzow GmbH & Co KG
(4)
GSF Atlantic Germany
90%
Cremzow
GSF Cremzow Verwaltungs GmbH
(4)
GSF Atlantic Germany
90%
(1)
The acquisition of Stony Energy Storage Limited was completed on the 12 May 2021.
(2)
The acquisition of Enderby Battery Storage Limited was completed on the 17 September 2021.
(3)
GSF Atlantic Limited was incorporated on the 11 February 2022.
(4)
The acquisition of GSF Cremzow GmbH & Co KG and its General Partner, GSF Cremzow Verwaltungs GmbH was completed on the 10 March 2022.
All subsidiaries that have a place of business in England & Wales are registered at 18 Floor, The Scalpel, 52 Lime Street, London,
EC3M 7AF.
Porterstown Battery Storage Limited and Kilmanock Battery Storage Limited are registered at Block C, 77 Sir John Rogerson’s Quay,
Dublin, D02 VK60, Republic of Ireland.
GSF Cremzow GmbH & Co KG and GSF Cremzow Verwaltungs GmbH are registered at Schenkenberg, Gut Dauerthal 3, 17291
Schenkenberg.
13. Cash and cash equivalents
31 March
2022
(£)
31 March
2021
(£)
Cash at bank 198,047,442 60,152,317
198,047,442 60,152,317
14. Trade and other receivables
31 March
2022
(£)
31 March
2021
(£)
VAT recoverable 359,954
Prepaid Director’s and Officer’s insurance 4,920 6,239
Other Prepayments 39,027 37,384
Other Debtors 2,529 76,673
Advance to NEC ES 4,500,000
Interest on advance to NEC ES 383,918
46,476 5,364,168
12. Investments (continued)
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115
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Notes to the Financial Statements
Continued
14. Trade and other receivables (continued)
The Company advanced to NEC ES an advance of £4,500,000 on the date at which it was admitted to the Premium segment of the
London Stock Exchange. The advance was agreed to be used in conjunction with the Company’s purchase of products, equipment
and/ or services from NEC ES for the projects in which the Company is to be invested. The Company’s purchase of such products and
equipment from NEC ES was conditional upon NEC ES’ ability to meet the requirements of the Company’s projects and subject to the
terms and pricing of the products, equipment and/or services being provided on market standard terms (as defined by the Company).
During the year, the Company had offset the entire £4.5 million advance against amounts due to NEC (UK) Limited, whilst it was
agreed that an amount of £299,984 would be settled as the final interest charge, the balance of £83,934 was written off (see note 9).
The interest amount was received in full from NEC ES on the 19 July 2021.
15. Trade and other payables
31 March
2022
(£)
31 March
2021
(£)
Administration fees 50,765 25,826
Audit fees 226,000 127,400
Directors remuneration 6,668 6,669
Professional fees 1,897,707 529,549
Other creditors 5,002 13,003
VAT payable 189,099 370,372
2,375,241 1,075,819
16. Categories of financial instruments
31 March
2022
(£)
31 March
2021
(£)
Financial assets
Financial assets at amortised cost
Cash and cash equivalents 198,047,440 60,152,317
Trade and other receivables 46,476 5,364,168
Fair value through profit and loss account
Investment 180,762,419 80,694,275
Total financial assets 378,856,335 146,210,760
Financial liabilities
Financial liabilities at amortised cost
Trade and other payables 2,375,241 1,075,819
Total financial liabilities 2,375,241 1,075,819
At the balance sheet date, all financial assets and liabilities were measured at amortised cost except for the investment in equity and
loans to subsidiaries which are measured at fair value. The amortised cost of all other assets approximates to the cost value.
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116
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
17. Fair Value measurement
VALUATION APPROACH AND METHODOLOGY
There are three traditional valuation approaches that are generally accepted and typically used to establish the value of a business; the
income approach, the market approach, and the net assets (or cost based) approach. Within these three approaches, several methods
are generally accepted and typically used to estimate the value of a business.
The Company has chosen to utilise the income approach, which indicates value based on the sum of the economic income that an
asset, or group of assets, is anticipated to produce in the future. Therefore, the income approach is typically applied to an asset that is
expected to generate future economic income, such as a business that is considered a going concern. Free cash flow to total invested
capital is typically the appropriate measure of economic income. The income approach is the DCF approach and the method discounts
free cash flows using an estimated discount rate (WACC).
The International Valuation Standards Council (“IVSC”) issued guidance in March 2020 in response to the COVID-19 pandemic.
It notes that one of the main issues when dealing with valuation is uncertainty and that valuation is not a fact, but an estimate of the
most probable of a range of possible outcomes based on the assumptions made in the valuation process.
Valuation uncertainty can be caused by various factors, including market disruption, input availability and the choice of method or
model of valuation.
The guidance issued by the IVSC was considered by the Investment Advisor in the determination of the valuations disclosed at
31March 2022.
VALUATION PROCESS
In the year, the Company acquired Stony Energy Storage Limited and Enderby Battery Storage Limited, with capacities of 79.9MW
and 57MW respectively. It also acquired its first mainland European Asset, through GSF Cremzow GmbH & Co KG, a German limited
partnership and its German general partner, GSF Cremzow Verwaltungs GmbH, the asset having a capacity of 22MW. These acquisitions
bring the Company’s portfolio of lithium-ion energy storage investments to a total capacity of 628.5 MW (2021: 440.0 MW). As at
31 March 2022, 231.7 MW of the Company’s total portfolio was operational and 396.8 MW pre-operational (the “Investments”).
The Investments comprise twenty six projects, all based in the UK, the Republic of Ireland or mainland Europe. The Directors review
and approve these valuations following appropriate challenge and examination. The current portfolio consists of non-market traded
investments and valuations are analysed using forecasted cash flows of the assets and used the discounted cash flow approach as the
primary approach for the purpose of the valuation. The Company engages external, independent and qualified valuers to determine the
fair value of the Company’s investments or are produced by the office of the Investment Advisor.
Valuations are calculated quarterly by the Investment Advisor, and a sample which meets our Net Asset Value materiality threshold are
reviewed by an independent third party, prior to presentation and review by the Company’s board of directors and publication of the
half year and year-end reports.
The below table summarises the significant unobservable inputs to the valuation of investments.
Significant Inputs Fair Value
Investment Portfolio
Valuation
technique Description (Range)
31 March
2022
(£)
31 March
2021
(£)
Great Britain DCF Discount Rate 6% - 8% 89,350,935 49,216,281
(excluding Northern Ireland) Revenue / MWh £5.5 - £40
Northern Ireland DCF Discount Rate 9.5% 57,076,847 23,968,276
Revenue / MWh £8 - £21
Republic of Ireland DCF Discount Rate 9.5% 17,595,232 6,015,352
Revenue / MWh €6 - €15
Notes to the Financial Statements
Continued
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117
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Significant Inputs Fair Value
Investment Portfolio
Valuation
technique Description (Range)
31 March
2022
(£)
31 March
2021
(£)
Germany DCF Discount Rate 12,583,705
Revenue / MWh
Holding Companies NAV 4,155,700 1,494,366
Total Investments 180,762,419 80,694,275
The fair value of the holding companies represents the net assets together with any cash held within those companies in order to settle
any operational costs.
Sensitivity Analysis
The below table reflects the range of sensitivities in respect of the fair value movements of the Company’s investments.
Significant Inputs Estimated effect on Fair Value
Investment Portfolio
Valuation
technique Description Sensitivity
31 March
2022
(£)
31 March
2021
(£)
Great Britain (excluding Northern Ireland) DCF Revenue +10% 46,600,000 9,626,000
-10% (28,312,000) (9,846,000)
Discount rate +1% (12,378,000) (4,278,000)
-1% 14,357,000 4,919,000
Northern Ireland DCF Revenue +10% 9,984,000 4,210,000
-10% (10,034,000) (4,095,000)
Discount rate +1% (3,226,000) (2,407,000)
-1% 3,675,000 2,787,000
Exchange rate +3% (839,000) (1,233,000)
-3% 897,000 1,291,000
Republic of Ireland DCF Revenue +10% 4,404,000 715,000
-10% (4,937,000) (1,392,000)
Discount rate +1% (3,242,000) (2,999,000)
-1% 3,772,222 2,787,000
Exchange rate +3% (362,000) (192,000)
-3% 382,000 208,000
Germany DCF Revenue +10% 3,698,000
-10% (4,465,000)
Discount rate +1% (704,000)
-1% 804,000
Exchange rate +3% (285,000)
-3% 303,000
High case (+10%) and low case (-10%) revenue information used to determine sensitivities are provided by third party pricing
sources.
17. Fair Value measurement (continued)
Notes to the Financial Statements
Continued
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118
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Valuation of financial instruments
The investments at fair value through profit or loss are Level 3 in the fair value hierarchy and the reconciliation in the movement of this
Level 3 investment is presented below. No transfers between levels took place during the year.
Reconciliation
31 March
2022
(£)
31 March
2021
(£)
Opening balance 80,694,275 30,412,493
Purchases during the year 56,536,739 34,076,053
Total fair value movement through the profit and loss 43,531,405 16,205,729
180,762,419 80,694,275
A minority shareholder of Boulby has a right to receive a certain share of Boulby distributions once NK Energy Solutions realises
excess return over an agreed hurdle return from its investment into Boulby.
Based on free cash flow forecast used to compute the net asset value of Boulby for this period, it is not expected to reach the
threshold return and thus no payment to the minority shareholder is taken into account. However, if the actual cash flow significantly
exceeds the forecast cash flow used for current net asset value, a part of the excess cash flow may be distributed to the minority
shareholder, impacting the ultimate fair value.
18. Financial risk management
The Company is exposed to certain risks through the ordinary course of business and the Company’s financial risk management
objective is to minimise the effect of these risks. The management of risks is performed by the Directors of the Company and the
exposure to each financial risk is considered potentially material to the Company, how it arises and the policy for managing it is
summarised below:
Capital risk management
The capital structure of the Company at year end consists of equity attributable to equity holders of the Company, comprising issued
capital, reserves and accumulated gains. The Company has no return on capital benchmark, but the Board continues to monitor the
balance of the overall capital structure so as to maintain investor and market confidence. The Company is not subject to any external
capital requirements.
Counterparty risk
The Company is exposed to third party credit risk in several instances, including the possibility that counterparties with which the
Company and its subsidiaries, together the Group, contract with, may default or fail to perform their obligations in the manner
anticipated by the Group. Such counterparties may include (but are not limited to) manufacturers who have provided warranties in
relation to the supply of any equipment or plant, EPC contractors who have constructed the Company’s projects, who may then be
engaged to operate assets held by the Company, property owners or tenants who are leasing ground space and/or grid connection to
the Company for the location of the assets, contractual counterparties who acquire services from the Company underpinning revenue
generated by each project or the energy suppliers, or demand aggregators, insurance companies who may provide coverage against
various risks applicable to the Company’s assets (including the risk of terrorism or natural disasters affecting the assets) and other
third parties who may owe sums to the Company. In the event that such credit risk crystallises, in one or more instances, and the
Company is, for example, unable to recover sums owed to it, make claims in relation to any contractual agreements or performance of
obligations (e.g. warranty claims) or require the Company to seek alternative counterparties, this may materially adversely impact the
investment returns.
17. Fair Value measurement (continued)
Notes to the Financial Statements
Continued
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119
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
18. Financial risk management (continued)
Further the projects in which the Company may invest will not always benefit from a turnkey contract with a single contractor and
so will be reliant on the performance of several suppliers. Therefore, the key risks during battery installation in connection with
such projects are the counterparty risk of the suppliers and successful project integration. The Company accounts for its exposure
to counterparty risk through the fair value of its investments by using appropriate discount rates which adequately reflects its risk
exposure.
The Company regularly assesses the creditworthiness of its counterparties and enters into counterparty arrangements which
are financially sound and ensures, where necessary, the sourcing of alternative arrangements in the event of changes in the
creditworthiness of its present counterparties.
Concentration risk
The Company’s investment policy is limited to investment in energy storage infrastructure, which will principally operate in the UK.
This means that the Company has a significant concentration risk relating to the UK energy storage infrastructure sector. Significant
concentration of investments in any one sector may result in greater volatility in the value of the Groups investments and consequently
the Net Asset Value and may materially and adversely affect the performance of the Group and returns to Shareholders. During
the year, the Company has expanded its investment base to include Germany. The Company intends to further limit its exposure to
concentration risk through further projects in Western Europe and is considering projects in North America.
Credit risk
The Company regularly assesses its credit exposure and considers the creditworthiness of its customers and counterparties. Cash and
bank deposits are held with Barclays plc and Santander UK plc, both reputable financial institution with a Moody’s credit ratings of
Aand A1 respectively.
Currency risk
The majority of investments, together with the majority of all transactions during the current period were denominated in Pounds
Sterling.
The Company holds two investments (Kilmannock and Kilteel) in the Republic of Ireland, together with the newly acquired Cremzow in
Germany, acquisition costs were denominated in Euros, creating an exposure to currency risk. These investments have been translated
into Pounds Sterling at year end and represent 16.69% (2021: 7.45%) of the Company’s fair valued investment portfolio. The
contracted revenue stream due from these investments has been agreed in Pounds Sterling, thus limiting the exposure to fluctuations
in exchange rates.
Any expenditure denominated in Euros will be translated into Pounds Sterling at the transaction date and any gain or loss resulting
from the foreign exchange exposure will be taken to the Statement of Comprehensive Income. The Company does not hold any
financial instrument at period end which are not denominated in Pounds Sterling and is therefore does not believe it is exposed to any
significant currency risk.
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of financial
instruments. The Company is exposed to interest rate risk on its cash balances held with counterparties, bank deposits, advances
to counterparties and through loans to related parties. Bank deposits carry a fixed rate of interest for a definite period, and loans to
related parties carry a fixed rate of interest for an initial period of 20 years. The Company is not exposed to changes in variable market
rates of interest and has therefore not considered any sensitivity to interest rates.
Notes to the Financial Statements
Continued
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Annual Report for year ended 31 March 2022
18. Financial risk management (continued)
Liquidity risk
The objective of liquidity management is to ensure that all commitments which are required to be funded can be met out of readily
available and secure sources of funding. Although there is no present intention to utilise borrowings, the Company may, where the
Board deems it appropriate, use short term leverage to acquire assets but with the intention that such leverage be repaid with funds
raised through a new issue of equity or cash flow from the Company’s portfolio. Such leverage will not exceed 15 per cent. at the time
of borrowing of Gross Asset Value without Shareholder approval. The Company’s only financial liabilities are trade and other payables.
The Company has sufficient cash reserves to cover these in the short-medium term. The Company’s cash flow forecasts are monitored
regularly to ensure the Company is able to meet its obligations when they fall due. The Company’s investments are level 3 and thus
illiquid and this is taken into assessment of liquidity analysis.
Liquidity risk
The following table reflects the maturity analysis of financial assets and liabilities.
31 March 2022 < 1 year 1 to 2 years 2 to 5 years > 5 years Total
Financial assets
Cash and cash equivalents 198,047,440 198,047,440
Trade and other receivables 46,476 46,476
Fair value through profit and loss
Investments 180,762,419 180,762,419
Total financial assets 198,093,916 180,762,419 378,856,335
Financial liabilities
Financial liabilities at amortised cost
Trade and other payables 2,375,241 2,375,241
Total financial liabilities 2,375,241 2,375,241
31 March 2021 < 1 year 1 to 2 years 2 to 5 years > 5 years Total
Financial assets
Cash and cash equivalents 60,152,317 60,152,317
Trade and other receivables 5,364,168 5,364,168
Fair value through profit and loss
Investments 80,694,275 80,694,272
Total financial assets 65,516,485 80,694,275 146,210,760
Financial liabilities
Financial liabilities at amortised cost
Trade and other payables 1,075,819 1,075,819
Total financial liabilities 1,075,819 1,075,819
Investments include both equity and debt instruments. As the equity instruments have no contractual maturity date, they have been
included with the >5-year category. Additionally, the debt instruments have an original maturity of 20 years.
Market risk
Market risk is the risk that the fair value or cash flows of a financial instrument will fluctuate due to changes in market prices. Market
risk reflects interest rate risk, currency risk and other price risks. The objective is to minimise market risk through managing and
controlling these risks to acceptable parameters, while optimising returns. The Company uses financial instruments in the ordinary
course of business, and also incurs financial liabilities, in order to manage market risks.
Notes to the Financial Statements
Continued
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121
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
18. Financial risk management (continued)
Price risk is the risk that the fair value or cash flows of a financial instrument will fluctuate due to changes in market prices. If the
market prices of the investments were to increase by 10%, there will be a resulting increase in net assets attributable to ordinary
shareholders for the period of £18,025,549 (2021: £8,069,427). Similarly, a decrease in the value of the investment would result in
an equal but opposite movement in the net assets attributable to ordinary shareholders. The Company relies on the market knowledge
of the experienced Investment Advisor, the valuation expertise of the third-party valuer BDO and the use of third-party market forecast
information to provide comfort with regard to fair market values of investments reflected in the financial statements.
19. Net asset value per share
Basic NAV per share is calculated by dividing the Company’s net assets as shown in the Statement of Financial Position that are
attributable to the ordinary equity holders of the Company by the number of Ordinary Shares outstanding at the end of the period.
Asthere are no dilutive instruments outstanding, basic, and diluted NAV per share are identical.
31 March
2022
31 March
2021
Net assets per Statement of Financial Position
£ 376,481,094 £ 145,134,941
Ordinary Shares in issue as at 31 March
345,035,842 143,871,681
NAV per share – Basic and diluted (pence)
109.11 100.88
20. Share capital and reserves
Share
capital
(£)
Share
premium
reserve
(£)
Special
reserve
(£)
Capital
reduction
reserve
(£)
Capital
reserve
(£)
Revenue
reserve
(£)
Total
(£)
At 1 April 2021 1,438,717 107,713,725 186,656 17,446,348 21,226,187 (2,876,692) 145,134,941
Issue of ordinary £0.01 shares:
27April 2021 1,323,529 133,676,471 135,000,000
Issue of ordinary £0.01 shares:
4October 2021 688,112 72,939,893 73,628,005
Transfer to capital reduction
reserve
(1)
(40,000,000) 40,000,000
Share issue costs (4,621,966) (4,621,966)
Dividends paid (15,187,456) (15,187,456)
Profit for the year 43,531,405 (1,003,835) 42,527,570
At 31 March 2022 3,450,358 269,708,123 186,656 42,258,892 64,757,592 (3,880,527) 376,481,094
(1) Following the approval at the Company’s AGM on the 6 September 2021, the Company made an application to the High Court, together with
a lodgement of the Company’s statement of capital with the Registrar of Companies, the Company was permitted to reduce the capital of the
Company by an amount of £40,000,000. This was affected on the 15 December 2021 by a transfer of that amount from the share premium
account to distributable reserves.
Notes to the Financial Statements
Continued
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Financial Statements
122
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
20. Share capital and reserves (continued)
Share
capital
(£)
Share
premium
reserve
(£)
Special
reserve
(£)
Capital
reduction
reserve
(£)
Capital
reserve
(£)
Revenue
reserve
(£)
Total
(£)
At 1 April 2020 525,488 19,707,058 186,656 25,516,500 5,020,458 (1,265,657) 49,690,503
Issue of ordinary £0.01 shares:
30June 2020 30,000 2,853,000 2,883,000
Issue of ordinary £0.01 shares:
8July2020 216,274 20,567,624 20,783,898
Issue of ordinary £0.01 shares:
30October 2020 66,955 7,030,276 7,097,231
Issue of ordinary £0.01 shares:
16December 2020 600,000 59,400,000 60,000,000
Share issue costs (1,844,233) (1,844,233)
Dividends paid (8,070,152) (8,070,152)
Profit for the year 16,205,729 (1,611,035) 14,594,694
At 31 March 2021 1,438,717 107,713,725 186,656 17,446,348 21,226,187 (2,876,692) 145,134,941
SHARE ISSUES
On 27 April 2021, the Company issued 132,352,941 ordinary Shares at a price of 102.00 pence per share, raising net proceeds
from the Placing of £132,125,301. Admission subsequently took place on 27 April 2021.
On 4 October 2021, the Company issued 68,811,220 ordinary Shares at a price of 107.00 pence per share, raising net proceeds
from the Placing of £72,120,250. Admission subsequently took place on 4 October 2021.
Following the approval at the Company’s AGM on the 6 September 2021, the Company made an application to the High Court,
together with a lodgement of the Company’s statement of capital with the Registrar of Companies, the Company was permitted to
reduce the capital of the Company by an amount of £40,000,000. This was affected on the 15 December 2021 by a transfer of that
amount from the share premium account to distributable reserves.
Ordinary shareholders are entitled to all dividends declared by the Company and to all of the Company’s assets after repayment of its
borrowings and ordinary creditors.
Ordinary shareholders have the right to vote at meetings of the Company. All ordinary Shares carry equal voting rights.
The nature and purpose of each of the reserves included within equity at 31 March 2022 are as follows:
Share premium reserve: represents the surplus of the gross proceeds of share issues over the nominal value of the shares, net of
the direct costs of equity issues and net of conversion amount.
Special reserve: represents a distributable reserve totalling the amount of outstanding creditors at the date of the Company’s
approved reduction in capital.
Capital reduction reserve: represents a distributable reserve created following a Court approved reduction in capital.
Capital reserve: represents a non-distributable reserve of unrealised gains and losses from changes in the fair values of
investments as recognised in the Capital account of the Statement of Comprehensive Income.
Revenue reserve: represents a distributable reserve of cumulative gains and losses recognised in the Revenue account of the
Statement of Comprehensive Income.
The only movements in these reserves during the period are disclosed in the Statement of Changes in Equity.
Notes to the Financial Statements
Continued
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Financial Statements
123
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
21. Dividends
Dividend
per share
31 March
2022
(£)
31 March
2021
(£)
Dividends declared during the year
For the 3 month period ended 31 March 2020
1 pence
771,761
For the 3 month period ended 30 June 2020
2 pence
1,543,523
For the 3 month period ended 30 September 2020
2 pence
2,877,434
For the 3 month period ended 31 December 2020
2 pence
2,877,434
For the 3 month period ended 31 March 2021
1 pence 2,762,246
For the 3 month period ended 30 June 2021
2 pence 5,524,492
For the 3 month period ended 30 September 2021
2 pence 6,900,718
15,187,456
8,070,152
The table below sets out the proposed final dividend, together with the interim dividends paid, in respect of the financial year, which is
the basis on which the requirements of Section 1158 of the Corporation Tax Act 2010 are considered.
31 March
2022
(£)
31 March
2021
(£)
Interim dividends for 2021 – 4 pence (2021: 6 pence)
12,425,210 7,298,391
Interim dividend – 2 pence
6,900,718
Proposed final dividend for 2022 – 1 pence (2021: 1 pence)
4,813,995 2,762,246
24,139,923 10,060,637
During the period, the Company declared and paid dividends totalling £15.18m out of distributable reserves. The Companies Act
2006 requires public companies where necessary to prepare and file relevant accounts with the Registrar of Companies showing its
distributable profits position if the last filed accounts do not show sufficient distributable profits. It has come to the attention of the
Directors that the Company did not fully comply with these requirements resulting in a technical infringement of the Companies Act in
respect of the payment of the interim dividends for the periods from 1 July 2021 to 30 September 2021 and 1 October 2021 to 31
December 2021. The matter does not have any impact on the financial statements.
In order to address this situation a special resolution will be proposed at the Company’s forthcoming Annual General Meeting to
authorise the appropriation of distributable profits to the payment of the relevant dividends and remove any right for the Company
to pursue shareholders or directors (the Director Release’) for repayment. The Director Release will constitute a smaller related party
transaction under the Listing Rules of the FCA. The overall effect of the special resolution being passed will be to return all parties to
the position they would have been in, had the relevant dividends been made in full compliance with the Acts.
22. Transactions with related parties
Following admission of the Ordinary Shares (refer to note 20), the Company and the Directors are not aware of any person who, directly or
indirectly, jointly, or severally, exercises or could exercise control over the Company. The Company does not have an ultimate controlling party.
Details of related parties are set out below:
DIRECTORS
During the year, it was agreed to increase each of the directors’ remuneration and as at 31 March 2021, Patrick Cox, Chair of the
Board of Directors of the Company, is paid a director’s remuneration of £57,500 per annum, (2021: £43,387), Caroline Banszky is
paid a director’s remuneration of £45,000 per annum, (2021: £31,051) per annum, with the remaining directors’ remuneration of
£40,000 per annum, (2021: £26,734).
Notes to the Financial Statements
Continued
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Financial Statements
124
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
22. Transactions with related parties (continued)
Total director’s remuneration of £182,500 and employment associated costs and expenses of £21,509 were incurred in respect of the
period with £6,669 being outstanding and payable at the year end.
INVESTMENT ADVISOR
The Investment Advisor, Gore Street Capital Limited (the “Investment Advisor”), is entitled to advisory fees under the terms of
the Investment Advisory Agreement amounting to 1% of Adjusted Net Asset Value. The advisory fee will be calculated as at each
NAVcalculation date and payable quarterly in arrears.
For the avoidance of doubt, where there are C Shares in issue, the advisory fee will be charged on the Net Asset Value attributable to
the Ordinary Shares and C Shares respectively.
For the purposes of the quarterly advisory fee, Adjusted Net Asset Value means:
(i) for the four quarters from First Admission, Adjusted Net Asset Value shall be equal to Net Asset Value;
(ii) for the next two quarters, Adjusted Net Asset Value shall be equal to Net Asset Value minus Cash on the Company’s Statement of
Financial Position, plus any committed Cash on the Company’s Statement of Financial Position;
(iii) thereafter, Adjusted Net Asset Value shall be equal to Net Asset Value minus Cash on the Company’s Statement of Financial
Position.
During the year, the management agreement was amended to change the term of adjusted NAV to mean net asset value minus
uncommitted cash. Uncommitted cash means all cash on the Company’s balance sheet other than committed cash. Committed cash
means cash that has been allocated for repayment of a liability on the balance sheet of any member of the group. Investment advisory
fees of £3,090,737 (2021: £1,029,876) were paid during the year, there were no outstanding fees as at 31 March 2022, (2021:
£niloutstanding).
INVESTMENT ADVISOR
In addition to the advisory fee, the Advisor is entitled to a performance fee by reference to the movement in the Net Asset Value of
Company (before subtracting any accrued performance fee) over the Benchmark from the date of admission on the London Stock
Exchange.
The Benchmark is equal to (a) the gross proceeds of the Issue at the date of admission increased by 7 per cent. per annum
(annuallycompounding), adjusted for: (i) any increases or decreases in the Net Asset Value arising from issues or repurchases of
Ordinary Shares during the relevant calculation period; (ii) the amount of any dividends or distributions (for which no adjustment
has already been made under (i)) made by the Company in respect of the Ordinary Shares at any time from date of admission; and
(b)where a performance fee is subsequently paid, the Net Asset Value (after subtracting performance fees arising from the calculation
period) at the end of the calculation period from which the latest performance fee becomes payable increased by 7 per cent. per
annum (annually compounded).
The calculation period will be the 12-month period starting 1 April and ending 31 March in each calendar year with the first year
commencing on the date of admission on the London Stock Exchange.
The performance fee payable to the Investment Advisor by the Company will be a sum equal to 10 per cent. of such amount
(ifpositive) by which Net Asset Value (before subtracting any accrued performance fee) at the end of a calculation period exceeds
the Benchmark provided always that in respect of any financial period of the Company (being 1 April to 31 March each year) the
performance fee payable to the Investment Advisor shall never exceed an amount equal to 50 per cent of the Advisory Fee paid to the
Investment Advisor in respect of that period. Performance fees are payable within 30 days from the end of the relevant calculation
period. Performance fees of £1,545,369, were accrued as at 31 March 2022, (2021: £496,461).
During the period the Investment Advisor provided operations management services to SPV companies resulting in charges in the
amount of £781,600 (2021: £686,025) being paid by the SPV companies to the Investment Advisor.
Notes to the Financial Statements
Continued
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Financial Statements
125
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
23. Capital commitments
The Company together with its direct subsidiary, GSES1 Limited entered into Facility and Security Agreements with Santander UK PLC
in May 2021 for £15 million. Under these agreements, the Company acts as charger and guarantor to the amounts borrowed under
the Agreements by GSES1 Limited. As at 31 March 2022, no amounts had been drawn on this facility.
The Company had no contingencies and significant capital commitments as at the 31 March 2022.
24. Post balance sheet events
The Directors have evaluated the need for disclosures and / or adjustments resulting from post balance sheet events through to
25July 2022, the date the financial statements were available to be issued.
The board approved on the 4 March 2022, the issuance of an interim dividend of 2 pence per share. This dividend totaling
£6,900,718 was paid to investors on the 1 April 2022. Post year-end, it has come to the attention of the Directors that the Company
did not fully comply with The Companies Act 2006 requirements resulting in a technical infringement in respect of the payment of the
interim dividends for the periods from 1 July 2021 to 30 September 2021 and 1 October 2021 to 31 December 2021. The matter
does not have any impact on the financial statements. In order to address this situation a special resolution will be proposed at the
Company’s forthcoming Annual General Meeting to authorise the appropriation of distributable profits to the payment of the relevant
dividends and remove any right for the Company to pursue shareholders or directors (the Director Release’) for repayment. The
Director Release will constitute a small related party transaction under the FCA.
In April 2022, the Company issued a further 136m shares, raising gross proceeds of £150 million.
Post year end, the Company acquired 4 assets in the US for USD 32.03m, three operational projects and one in its construction
phase. These combined assets have a total capacity of 39.8MW with 30MW operational and are the Company’s first investment in
theUS.
There were no adjusting post balance sheet events and as such no adjustments have been made to the valuation of assets and
liabilities as at 31 March 2022.
Notes to the Financial Statements
Continued
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Financial Statements
126
Gore Street Energy Storage Fund plc
Annual Report for year ended 31 March 2022
Directors
Patrick Cox - Chair
Caroline Banszky
Malcolm Robert King
Thomas Scott Murley
Registered office
The Scalpel, 18th Floor
52 Lime Street
London
EC3M 7AF
AIFM
Gore Street Capital Limited
16-17 Little Portland Street
First Floor
London
W1W 8BP
Investment Manager
Gore Street Capital Limited
16-17 Little Portland Street
First Floor
London
W1W 8BP
Joint Corporate Broker
J.P. Morgan Cazenove
Floor 29
25, Bank Street
London
E14 5JP
Administrator
Sanne Fiduciary Services (UK) Limited
6th Floor
125 London Wall
London
EC2Y 5AS
Company Secretary
JTC (UK) Limited
The Scalpel, 18th Floor
52 Lime Street
London
EC3M 7AF
Registrar and Receiving
Agent
Computershare Investor Services Plc
The Pavilions
Bridgewater Road
Bristol
BS13 8AE
Sponsor and Joint
Corporate and Broker
Shore Capital Limited
Cassini House
57 St James Street
London
SW1A 1LD
Depositary
INDOS Financial Limited
St Clements House
27-28 Clements Lane
London
EC4N 7AE
Independent Valuer
BDO LLP
55 Baker Street
London
W1U 7EU
Ticker: GSF
Independent Auditor
Ernst & Young LLP
144 Morrison Street
Edinburgh
EH3 8EX
United Kingdom
Legal Advisor
Stephenson Harwood LLP
1 Finsbury Circus
London
EC2M 7SH
Directors and Advisors
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Gore Street Capital Limited
First Floor
16-17 Little Portland Street
London
England
W1W 8BP
www.gsenergystoragefund.com
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