Gore Street Energy Storage Fund plc Annual Report for the year ended 31 March 2023
Directors and Advisors
Directors
Pat Cox - Chair
Caroline Banszky
Max King
Tom Murley
Lisa Scenna
Registered office
First Floor,
16-17 Little Portland Street,
London W1W 8BP
AIFM and Investment
Manager
Gore Street Capital Limited
First Floor,
16-17 Little Portland Street,
London W1W 8BP
Company Secretary
Gore Street Operational
ManagementLimited,
First Floor,
16-17 Little Portland Street,
London W1W 8BP
Depositary
INDOS Financial Limited
The Scalpel, 18th Floor
52 Lime Street
London EC3M 7AF
Independent Auditor
Ernst & Young LLP
144 Morrison Street
Edinburgh EH3 8EX
United Kingdom
Legal Advisor
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
Administrator
Apex Fiduciary Services (UK) Limited
6th Floor
125 London Wall
London EC2Y 5AS
Registrar and Receiving
Agent
Computershare Investor Services Plc
The Pavilions
Bridgewater Road
Bristol BS13 8AE
Sponsor and Joint
Corporate Broker
Shore Capital Limited
Cassini House
57 St James Street
London SW1A 1LD
Joint Corporate Broker
J.P. Morgan Cazenove
Floor 29
25, Bank Street
London E14 5JP
Independent Valuer
BDO LLP
55 Baker Street
London W1U 7EU
Dealing Codes
ISIN: GB00BG0P0V73
SEDOL: BG0P0V7
Ticker: GSF
Global Intermediary
Identification Number
(GIIN)
ZAX2MB.99999.SL.826
Legal Entity Identifier (LEI )
213800GPUNVGG81G4O21
www.gsenergystoragefund.com
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Annual Report of
Gore Street Energy
Storage Fund plc
For the year ended 31 March 2023
Gore Street Energy Storage Fund plc (“GSF” or “the Company”)
is London’s first listed energy storage fund, launched in 2018.
The Company is the only UK-listed energy storage fund with a
diversified portfolio across five grid networks.
The Company is one of the principal owners and operators of battery storage
facilities in Great Britain and Ireland and 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, facilitating
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.
Investment Objective
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. 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’s investment policy is available on its website and on page 38.
Target Yield
The Company targets a dividend payment to shareholders at an annual rate of
7% of Net Asset Value per Ordinary Share, with a minimum target of 7 pence per
Ordinary Share.
Sustainability
The Company discloses its ESG principles in compliance with the EU’s
‘Sustainable Finance Disclosure Regulation’ (SFDR). SFDR disclosures are
included on page 95. The annual Sustainability Report assesses its alignment
with SFDR and the Task Force on Climate-Related Financial Disclosures ‘TCFD’
requirements. The report outlines how the Company integrates ESG principles
in its activities, such as acquisition, construction, and asset operations, and
provides investors with visibility on its ESG plans. The Company is also a
signatory of the Principles for Responsible Investing ‘the PRI’. Further details are
included on page 38.
About Us
Strategic Report
1 Key Metrics
2 Chair’s Statement
7 Investment Manager’s Report
35 Strategic Report
Governance
48 Board of Directors
50 Directors Report
53 Audit Committee Report
55 Management Engagement
Committee Report
56 Remuneration and Nomination
Committee Report
57 Directors’ Remuneration Report
59 Statement of Directors’
Responsibilities in respect of
the preparation of the Annual
Financial Report
Financial Statement
61 Independent Auditor’s Report
66 Statement of Comprehensive
Income
67 Statement of Financial Position
68 Statement of Changes in Equity
70 Statement of Cash Flows
71 Notes to the Financial Statements
Annual General Meeting
88 Annual General Meeting –
Recommendations
90 Notice of Annual General Meeting
92 Explanatory Notes to the Notice of
Meeting
Additional information
95 SDFR annex IV
103 Alternative Performance
Measures and Glossary
Inside back Shareholder
cover Information
Back cover Directors and Advisors
Contents
Strategic Report
Annual Report for year ended 31 March 2023
1
Key Metrics
*Some of the financial measures above are classified as Alternative Performance Measures, as defined by the European Securities and Markets Authority and are indicated with
an asterisk (*). Definitions of these performance measures, and other terms used in this report, are given on page 103 together with supporting calculations where appropriate.
** Dividends of 5p per Ordinary Share were paid in the year ended March 2022, as a result of two dividends payments being made in the quarter ended March 2021, with the
December 2020 quarter dividend paid at the end of March 2021. Due to this timing of payments, only 5p was paid for the prior year. To ensure comparability and to reflect a
more meaningful and accurate dividend cover for the comparable period, dividends paid of 7p is reflected, being the 5p paid between 1 April 2021 and March 2022 plus the
December 2020 quarter dividend paid at the end of March 2021, which due to timing of payment was not reflected as paid in the year ended 31 March 2022.
For the year ending 31 March 2023
KEY METRICS
As at 31 March 2023 As at 31 March 2022 % Change
Net Asset Value (NAV) £556.3m £376.5m 47.8%
Number of issued Ordinary shares 481.4m 345.0m 39.5%
NAV per share 115.6p 109.1p 5.9%
NAV Total Return for the year* 12.3% 13.1%
NAV Total Return since IPO * 48.0% 34.2%
NAV Total Return for the year including dividend reinvestment * 12.6% 13.4%
NAV Total Return since IPO including dividend reinvestment * 52.4% 36.8%
Share price based on closing price at indicated date 100.8p 113.0p -10.8%
Market capitalisation based on closing price at indicated date £485.3m £389.9m 24.5%
Share Price Total return for the year* -4.6% 11.1%
Share price total return since IPO* 31.8% 37.0%
(Discount)/Premium to NAV* -12.8% 3.6%
Portfolios total capacity 1.17 GW 628.5 MW 86.2%
Portfolios operational capacity 291.6 MW 231.7 MW 25.9%
Total Comprehensive Income for the Company £63.4m £42.5m 49.1%
Operational EBITDA £27.8m £23.3m 19.0%
Total Fund EBITDA £16.8m £15.2m 10.8%
Dividends per Ordinary Share paid during the year 7p 7p**
Operational Dividend cover* 0.90x 1.29x**
Dividend Yield* 6.9% 6.2%
Ongoing Charges Figure* 1.37% 1.45%
(2022: £23.3m)
£27.8m
OPERATIONAL EBITDA
(2022: 231.7MW)
291.6MW
OPERATIONAL CAPACITY
(2022: 6.2%)
6.9%
DIVIDEND YIELD
1.17GW
TOTAL CAPACITY
(2022: 628.5MW)
115.6p
NAV PER SHARE
(2022: 109.1p)
12.3%
NAV TOTAL RETURN
for the year ended 31 March 2023
(2022: 13.1%)
2
Gore Street Energy Storage Fund plc
Overview and Performance
This has been a successful period of growth and diversification,
with the Company entering two new grids and holding
a uniquely diversified portfolio of 1.17 GW across five
uncorrelated markets. These assets achieved strong growth and
an attractive dividend yield for our investors, with a NAV total
return of 12.3% and 7.5p in dividends declared for the period.
The dividend for the year, based on the 31 March closing share
price of 100.8p, was equivalent to a 6.9% yield. Over the five
years since our IPO, the Company has delivered a NAV total
return of 48%, including 29p of dividends paid to Shareholders.
With 291.6 MW of operational capacity in the portfolio thus
far, the last financial year laid the foundations for a sustained
period of growth and opportunity for our portfolio. Over 500
MW of capacity is scheduled to come online by the end of 2024
across the Company’s portfolio, including in California, where
the 200MW Big Rock asset will establish us in a new market,
the CAISO grid. During the reporting period, the Company
generated an average revenue of £135,000 per MW/yr, resulting
in total revenue of £39.3 million. Post-reporting period, the
Company successfully expanded the existing GBP 15 million
revolving debt facility with Santander to GBP 50 million together
with an accordion option.
In 2018 we identified the vulnerability of relying on a single
market and the volatility it introduced to our revenues and
overall profitability. We made our first international acquisition in
2019 on the all-Irish Grid, where we now have a fleet of assets
totalling 310 MW, of which 130 MW is operational.
During the reporting period, the contributions from our Irish
assets have been significant, generating the largest proportion
of revenue for the Company. Our Irish assets boast a duration of
sub-30 minutes (and therefore the lowest capital expenditure
within our portfolio and significantly below the market average),
which is optimally sized to capitalise on the available contracts
on this grid. Moreover, these assets have consistently over
delivered and now surpass the level of revenue we see in the GB
market.
Expanding our operations into new geographies required
extensive efforts to navigate the regulatory landscapes, establish
networks, and understand the contracts available with each
grid operator. While pursuing a GB-only strategy could have
expedited deployment and led to a larger operational asset
base today, 2023 has shown us that this would not have been
the correct approach. By pursuing an internationally diversified
strategy, the Company hasn’t been wholly exposed to a grid
with currently declining revenues, as opposed to the diversified
fleet of assets we currently possess, which continues to deliver
industry-leading returns for our investors.
The Company remains well-capitalised to meet all contractual
obligations over the next 12 months without further debt. The
Company maintains a gearing level of less than 5% of NAV. This
aspect is significant, differentiating the Company and insulating
it from increased debt servicing costs.
Over the next period, we aim to introduce a conservative level
of debt. Accounting for the construction funding requirements
for the 522 MW of capacity targeting energisation by end of
December 2024 and milestone payments for assets targeting
energisation after this period, net debt is expected to stay
below £150m or 21% of GAV over the 18 months from the
date of publication. Considering the prevailing cost of debt and
the recent interest rate hikes, I believe this is the appropriate
approach.
During the period, the Company continued to execute on its
growth strategy, both in terms of capacity and geographical
diversification. This first led to the successful acquisition of
three operational assets and four pre-construction assets in
the ERCOT market of Texas in April 2022, with a combined
capacity of 69.65 MW, which was later followed in January
2023 with the acquisition of the 75 MW Dog Fish asset in the
State. The Company continued this momentum in February
2023 by entering a fifth grid market with the completion of the
acquisition of Big Rock, a 200 MW/400 MWh asset located in
California.
I am pleased to present the
Company’s Annual Results for
the year ending 31 March 2023
Chair’s Statement
Strategic Report
Strategic Report
Annual Report for year ended 31 March 2023
3
The Company made one of its largest investments to date with
the 200 MW Middleton project, which will be built in the north
of England. Together these project additions have taken the
Company’s portfolio to a capacity of 1.17 GW spread across
five distinct energy systems, with access to more uncorrelated
revenue streams than ever before.
Macroeconomic Environment
There have been considerable macroeconomic shifts in the
reporting period – ranging from rising short-term inflation and
interest rates to increasing construction costs – due, in part,
to the unprecedented financial market conditions that have
developed over the financial year. Our Investment Manager has
demonstrated sound risk management and resilience within this
context, adopting effective measures to mitigate their impact on
the portfolio.
Through its dedicated construction team, we have secured
competitively priced engineering, procurement, and
construction (EPC) contracts, leveraging pre-established
relationships and economies of scale, given the size of the
Company’s construction portfolio. The Company has also
benefitted from minimal debt exposure, insulating it from
increased debt servicing costs, while our unique diversification
has proven valuable in creating natural hedges against FX
volatility and pricing movements experienced in the GB market.
Despite these conditions, the fundamental growth drivers for
energy storage remain strong, driven by the worldwide transition
to low-carbon energy generation and further reinforced by the
global concern over energy security. We remain confident in the
Company’s ability to deliver sustainable dividends and attractive
capital growth for our investors over the long term.
Dividends
The Board has approved a fourth interim dividend of 1.5pence
per share, bringing the total dividend announced for the period
ending 31March 2023, to 7.5 pence per share, in line with the
Company’s progressive Dividend Policy. The dividend paid for
the year based on the 31 March 2023 closing share price of
100.8p was equivalent to a 6.9% yield.
NAV Performance
NAV has continued to progress in line with the Company’s target
returns increasing from 109.1p per share in March 2022 to
115.6p per share as of 31 March 2023, reflecting a NAV Total
Return of 12.3% for the reporting period. With a significant
portion of the portfolio under construction (c. 75% on a MW
basis), we maintain a positive outlook on our ability to continue
to deliver long-term value to our shareholders as we deploy
operational capacity over the next period and beyond.
As we progress with the build-out of our construction portfolio,
we expect further positive impacts on revenue generation,
dividend coverage, and enhanced shareholder value as projects
are de-risked and revalued from stages of construction to
becoming operational.
Discount Management
In the interest of discount management, at the Board’s
discretion, the Company is able to repurchase its shares at
a price lower than Net Asset Value (NAV). However, as the
Company’s funds are fully committed to the build-out of the
portfolio assets, and the healthy returns available, we do not
believe this to be the optimal course of action. The Board will
diligently monitor the performance of the share price and retains
the ability to employ appropriate discount control mechanisms if
deemed necessary.
Strategic Report
4
Gore Street Energy Storage Fund plc
Strategy and Operational Performance
Our strategy in FY 2022/23 continued to be led by participation
in various ancillary services, which remain the most profitable
source of income available to energy storage assets. The
portfolio engaged in some wholesale trading opportunities when
appropriate but achieved 93% of total revenue from ancillary
services, emphasising the significance of these services in the
revenue stack and highlighting the effectiveness of our system
duration in the GB market.
The GB portfolio performed well in the first half of the
reporting period, driven by our success in FFR services and
the introduction of Dynamic Services. High revenues from DS3
ancillary services in Ireland, resulting from increased renewable
generation in winter months, helped offset the impact of
declining prices witnessed in GB during the second half of the
financial year. This seasonal volatility underscores the value of
our portfolio operating across multiple grids and geographies,
reducing our exposure to revenue fluctuations in any single
market.
Similar patterns of seasonal performance were seen in Germany,
where our newly acquired asset was called on to help tackle the
sustained volatility experienced over the summer months as gas
prices peaked. August provided the highest monthly revenue
from the ancillary services market, with prices remaining stable
throughout winter.
The summer also proved beneficial for the Company’s
operational assets in Texas, where several extreme weather
events, including a heat wave in July 2022, caused ancillary
services prices to spike above $2,000 (£1,590)/MW/hr as
demand increased. A similar impact was seen in December
2022, resulting from a winter storm, which drove prices even
higher.
This volatility in summer and winter, separated by subdued
pricing in the transitional seasons of spring and autumn, can
be seen broadly across the portfolio and illustrates the value
of having assets located across multiple grids to capitalise on
extreme swings in supply and demand.
Sustainability
Over the past 12 months, we have continued to build on our
commitments around how we record and report the Company’s
impact. The Company’s first ESG & Sustainability report,
published in August 2022 for the previous reporting period,
delivered voluntary disclosures for our GB and Ireland assets
covering emissions, social metrics and efforts to understand the
human rights exposure of our supply chain. We have ramped
up these efforts during the reporting period and expanded our
reporting to cover Germany, Texas and California, where we
added assets in early 2022.
An SFDR Article 8 periodic report covering Principle Adverse
Impacts (PAIs) is disclosed in this report. This will be followed
in August 2023 by the Company’s second ESG & Sustainability
Report, which will include reporting under the Sustainable
Finance Disclosure Regulation (SFDR) and the Task Force for
Climate-related Financial Disclosures (TCFD) disclosures.
Debt
Post-reporting period, the Company successfully expanded the
existing £15 million GBP revolving debt facility with Santander
to £50 million. The facility includes an accordion option to
increase beyond £50m to up to 30% of Gross Asset Value.
Pricing for the £50m facility remains unchanged at 300 basis
points over SONIA. Throughout the calendar year, we will remain
focused on optimising the Company’s capital structure and are
actively exploring debt options in both GBP and USD.
The recent acquisition of the Big Rock project in California
presents an opportunity for project level financing by leveraging
its unique revenue profile under the Resource Adequacy
mechanism. This programme has similarities to GB’s Capacity
Market in that it aims to ensure safe and reliable operation of
the grid through security of supply but can offer up to 40%
of revenue under a long-term contract. This level of secured
revenue allows us to consider asset-level debt financing in a new
way, further supporting the Company’s decision to diversify its
portfolio.
Board Composition and Succession
Planning
In the 2022 half-year report, I updated shareholders on
our progress with the recruitment of a new Director. We are
delighted to welcome Lisa Scenna to the Board, effective 1 May
2023. Lisas skills and experience are detailed on page 49 and
she will be standing for election at the AGM with the rest of the
Board.
The remuneration and nomination committee also
recommended that the Board seek to appoint a new Director
in 2024/25 and every two or three years thereafter, such that
Directors’ retirement dates are staggered as part of orderly
succession planning.
AGM and Continuation Vote
This year marks an important milestone for the Company, as it
passed its five-year anniversary. When the Company’s shares
started trading on 25 May 2018, it was the first listed company
offering access to energy storage.
Five years later, the Company has built an internationally
diversified portfolio of 1.17 GW and delivered a NAV total return
of 48%, including 29p of dividends paid to Shareholders.
Strategic Report
Annual Report for year ended 31 March 2023
5
The Company’s continued progress with geographic, grid and
revenue diversification is detailed in this report, as are the
Company’s plans for future growth as its pre-construction assets
become operational, accessing and stacking additional revenue
sources, driving returns and adding to dividend cover.
In accordance with the Company’s articles of association, the
Board is required to put forward a proposal for the continuation
of the Company to shareholders at five-yearly intervals. The
Board believes the Company is delivering what it set out to do at
IPO, that its long-term investment objectives remain appropriate
and that the Investment Manager is well placed to continue to
deliver those objectives. The Board encourages shareholders to
vote in favour of the continuation resolution at the AGM.
The AGM will be held at the offices of Stephenson Harwood,
1Finsbury Circus, London EC2M 7SH on Thursday
21September 2023 at 9.30 am. Further details are included
in the Notice of AGM on page 90. I look forward to welcoming
shareholders attending in person. If you are not able to attend
in person, or prefer to vote by proxy, but have questions for the
Board, please contact the Company Secretary at
cosec@gorestreetcap.com.
Outlook
We begin the next reporting period cautiously optimistic,
recognising the opportunities that our diversified strategy
presents. The current pricing landscape in GB necessitates
an international approach granting access to a wide range
of revenue streams across uncorrelated markets, 2023 and
beyond will illustrate this as we bring more international capacity
online.
The appropriate assumptions employed by the Company,
coupled with the continued growth of our fund and diligent work
by the Investment Manager, provide reassurance amidst the
recent pricing volatility experienced within the energy storage
industry and prepares us for future market developments.
The regulatory landscape continues to shift in GB as we head
towards the uncertainty of a General Election, which is already
delaying decisions by regulators and obscuring the broader
future direction of the market. New revenue opportunities in
Germany and the US, such as through the Resource Adequacy
programme in California or the yet-to-be-implemented ECRS
service in Texas, help to provide a focus for activity in the coming
months while maintaining our high levels of availability across
the fleet.
We find ourselves at a pivotal juncture for the Company’s
growing presence across five geographically diverse grids, which
I am delighted to say is contributing to the Company’s continued
growth in the face of declining revenue in the GB market.
Patrick Cox
Chair
14 July 2023
Strategic Report
Investment
Manager’s
Report
6
Gore Street Energy Storage Fund plc
Strategic Report
Annual Report for year ended 31 March 2023
7
Investment Manager’s Report
The Company’s NAV increased by 47.8% from the end of the
last fiscal year (31 March 2022). The key drivers of the increase
from £376.5m (1st April 2022) to £556.3m (31 March 2023)
were: (i) a fundraise of £147.3m in net proceeds in April 2022,
(ii) acquisitions of operational and construction projects in
Great Britain (GB), Texas and California, totalling 544.7 MW.
The acquisitions included the 200 MW Big Rock acquisition in
California, the 200 MW Middleton acquisition in GB, the 75 MW
Dogfish asset, and a 69.65 MW portfolio of assets in Texas, and
(iii) changes in key forecasts across the portfolio.
Table 1
Movement in NAV
since March 2022
Changes in
NAV per share
in pence
NAV March 2022 109.1
Offering Proceeds 0.3
Offering + Fund + Subsidiary Holding Companies
Operating Expense
-3.6
Dividends -6.4
Cash Generation 6.5
Revenue Curves 4.7
Inflation 2.7
Discount Rates -2.2
CM Contracts Awarded 2.9
Asset Depreciation and Other DCF Changes -4.7
New Investments to FV 6.3
NAV March 2023 115.6
The Investment Manager’s Report provides readers with an
explanation of the backdrop in each of the markets the Company
operates in. It details the revenues generated, how the assets
performed, and the specific drivers of the portfolios NAV. It also
includes a Q&A with the Investment Manager’s CIO and CFO,
Sumi Arima, where he talks about the Company’s strategy and
his thoughts on the markets in which the Company operates.
The Investment Manager’s CEO, Dr Alex O’ Cinneide, then gives
his views on the Company’s performance, and outlook of the
future. For readers wishing to jump to specific sections, the
contents are listed below:
8 Portfolio
10 Market Overview
16 Revenue Generation and Portfolio Performance
24 Q&A with Sumi Arima
27 NAV Overview & Drivers
33 Message from Alex O’Cinneide
34 Delivery against strategy
34 Outlook
A glossary of industry terms can be found on page 106
Dr Alex O’Cinneide
CEO of Gore Street Capital, the Investment Manager
“I’m delighted to report that the Company continued to deliver for shareholders
through a dedicated focus on building a robust and diversified portfolio during
a historic year for the energy sector. The Company’s asset value continues its
trajectory of strong and sustained growth, exceeding target returns and continues
to meet the dividend target laid out to shareholders. The Company has achieved a
NAV Total Return of 48% since IPO.”
Portfolio
1.17 GW
Total portfolio (GW)
1.54 GWh
Total portfolio (GWh)+
291.6 MW
Operational
881.6 MW
Pre-construction and construction
phase projects
Portfolio in GB & Northern Ireland (GBP)
Asset name Capacity Ownership
1
Boulby
6.0 MW | 6.0 MWh 99.9%
2
Cenin
4.0 MW | 4.8 MWh 49.0%
3
POTL
9.0 MW | 4.5 MWh 100.0%
4
Lower Road
10.0 MW | 5.0 MWh 100.0%
5
Mullavilly
50.0 MW | 21.3 MWh 51.0%
6
Drumkee
50.0 MW | 21.3 MWh 51.0%
7
Hulley
20.0 MW | 20.0 MWh 100.0%
8
Lascar
20.0 MW | 20.0 MWh 100.0%
9
Larport
19.5 MW | 19.5 MWh 100.0%
10
Ancala
11.2 MW | 11.2 MWh 100.0%
11
Breach
10.0 MW | 10.0 MWh 100.0%
12
Stony
Energisation | Jul 2023 100.0%
13
Ferrymuir
Energisation | Sep 2023 100.0%
14
Enderby
Energisation | Jun 2024 100.0%
15
Middleton
Energisation | Dec 2026 100.0%
Republic of Ireland & Germany (EUR)
Asset name Capacity Ownership
16
Cremzow
22.0 MW | 29.0 MWh 90.0%
17
Porterstown
30.0 MW | 30.0 MWh 51.0%
17.1
Porterstown
Expansion
Energisation | Jun
2024
51.0%
18
Kilmannock
Energisation | H2
2025
51.0%
18.1
Kilmannock
Expansion
Energisation | H2
2026
51.0%
North America (USD)
Asset name Capacity Ownership
19
Snyder
9.95 MW | 19.9 MWh 100.0%
20
Westover
9.95 MW | 19.9 MWh 100.0%
21
Sweetwater
9.95 MW | 19.9 MWh 100.0%
22
Big Rock
Energisation | Dec 2024 100.0%
23
Dogfish
Energisation | Dec 2024 100.0%
24
Wichita Falls
Energisation | Jun 2025 100.0%
25
Mesquite
Energisation | Jun 2025 100.0%
26
Mineral Wells
Energisation | Jun 2025 100.0%
27
Cedar Hill
Energisation | Jun 2025 100.0%
Assets under construction /
pre-construction
Operational Assets
* MWh included for operational sites
+ Based on expected system duration and may be subject to change
Strategic Report
8
Gore Street Energy Storage Fund plc
6
5
7
18
2
10
1
12
7
11
13
3
14
8
4
9
Assets under construction /
pre-construction
Operational Assets
19
21
22
24
26
16
27
25
23
Strategic Report
17
15
42%
of portfolio
27%
of portfolio
12%
of portfolio
2%
of portfolio
22
17%
of portfolio
Annual Report for year ended 31 March 2023
9
Strategic Report
10
Gore Street Energy Storage Fund plc
Market Overview
Summary
The world is experiencing unparalleled transition to a cleaner, more secure energy system through the widespread adoption of
renewable energy sources. Generation from utility scale wind turbines, solar panels and other distributed renewable energy resources
is rapidly decarbonising global power grids with inherently intermittent output, leading to higher volatility on energy grids. The ability
to effectively capture, store and discharge energy when it is most needed has become a critical tool in successfully integrating clean
power generation, improving the efficiency of energy systems and reducing the world’s reliance on polluting fossil fuels.
New urgency has emerged within the low carbon energy transition following Russias ongoing invasion of Ukraine, which has exposed
several markets’ overreliance on fossil fuels. Shortages of oil and gas, combined with increased episodes of extreme weather, have
caused energy prices to spike as demand outstripped supply.
Energy storage owners are well placed to provide grid operators with the flexibility they need to reduce these imbalances between
energy demand and supply by supporting them to reduce system volatility. This improves energy security to maintain the electricity
grid system at the correct frequency and keep the lights on while ensuring the global move towards decarbonisation can continue at
pace. The faster these flexible renewable energy solutions can be deployed, the faster society can move to a more sustainable world.
As a global owner of large-scale energy storage assets working in five grids (Great Britain, Ireland, Germany, ERCOT in Texas and
CAISO in California), the Company is delivering these benefits in multiple jurisdictions. This internationally diversified approach means
the Company’s operational assets – online in four uncorrelated markets to date – can utilise the dynamic and flexible capabilities of
energy storage technology to stack revenue streams across contracted and merchant opportunities.
The majority (72%) of the Company’s 291.6 MW operational portfolio benefit from Capacity Market (CM) contracts which allow
merchant revenues to be stacked around secure income. The remaining capacity (28%) operates on a purely merchant basis,
adding further diversity to our revenues. This allows the entirety of the portfolio to counteract any quarterly downturns or volatility
experienced in specific markets throughout the year and maintain healthy returns for the Company and its shareholders.
Further details are below in high-level summaries of each market the Company is active in:
Great Britain (GB) market
Table 2
TSO National Grid
GB Portfolio (operational) 109.7 MW/101 MWh
Share of the market
2
4.4%
Annual revenue £15.2m
Revenue per MW £138,400/MW (£15.80/MW/hr)
Revenue per MWh £150,400/MWh (£17.17/MWh/hr)
EBITDA GB grid % of Total EBITDA 36%
Ancillary services continued to represent the majority of revenues for all energy storage assets in fiscal year (FY) 2022/23, which saw
National Grid ESO unveil a full suite of new frequency response services. Dynamic Regulation (DR) was launched in April 2022, after a
testing phase in Q4 2021, followed by Dynamic Moderation (DM) in May 2022. They were introduced with the aim of retiring services
such as Firm Frequency Response (FFR), in which energy storage had widely participated in previous years. FFR was intended to be
phased out within FY 2022/23 but has continued largely due to uncertainty and the extension of the trial period for new services (DM
and DR). With a view to duration across the period, the majority of uncontracted revenue came from FFR or DC (Dynamic Containment)
which both can be provided by sub-one and one-hour systems. Whilst DR was the most profitable in the period, it was capped at 100
MW, creating a small opportunity for systems over 1.5 hours.
National Grid ESO began to procure higher volumes of the previously introduced DC over the summer in 2022 and increased the price
cap for the DC product alongside the gradual introduction of DR. Removal of the initial £17/MW/h price cap, combined with DR and
procurement volumes required by National Grid ESO exceeding the supply-side capacity of energy storage in GB, allowed participants to
push DC clearing prices upwards to the benefit of the entire market.
H2 of the reporting period was marked by a fall in D-suite (DC, DM, DR) prices caused by market saturation, particularly towards the end
of the period when additional capacity in the GB market came online.
Strategic Report
Annual Report for year ended 31 March 2023
11
Figure 1: Installed capacity (MW) in GB continues to grow in Q1 2023
0
500
1000
1500
2000
2500
Total
2023
March
2023
February
2023
January
2023
December
2022
November
2022
October
2022
September
2022
1,738
1,783
1,927
2,083
2,203
2,281
2,496
2,496
Market size
1 Source: Modo Energy – 2,496 MW grid-scale operational capacity installed as of March 2023
As FFR and D-suite services are mutually exclusive for a given period, this downward price trend – which continued into March 2023 –
made FFR one of the most lucrative services for energy storage in the Autumn and Winter of 2022/23 as market participants priced in
the opportunity cost of D-suite and wholesale trading into their FFR bids, which National Grid accepted.
The opportunity cost for FFR bid prices is calculated to encompass the estimated monthly revenue from the alternative revenue stack.
As a result, D-suite revenues are more sensitive to the daily market grid and market dynamics such as National Grid ESO buy curves,
demand, electricity prices, and renewable penetration. D-suite clearing prices remain uncertain and, therefore, more volatile.
Procurement volumes of FFR were reduced towards the end of FY 2022/23 as part of the electricity transmission system operator’s
phase-out of FFR, driving increased competition as the market sought guaranteed monthly revenue rather than risk exposure to daily
volatility in D-suite procurement auctions. The low perceived opportunity in DC and decreasing procurement volumes dragged FFR
prices down.
DR volume caps, meanwhile, were raised from 100 MW to 200 MW as of March 2023 to accommodate more consistent use of this
service by National Grid. DR has a lower frequency deviation trigger, requiring more battery cycling than DC and assets below two-
hours duration to de-rate their capacity to participate in the market. The additional strain led to fewer participants entering DR in the
initial period, creating lucrative opportunities for participants qualified to enter this market. While DR has not been immune to the
downturn in revenues seen with DC, as more energy storage has qualified for delivery, it continues to clear on average higher than DC,
reflecting the additional opportunity cost.
DM volumes have remained capped at 100 MW, as National Grid ESO does not systematically acquire DM volumes.
Figure 2: GB Dynamic services price progression from October 2021 to March 2023
£0
£5
£10
£15
£20
£25
£30
£35
£40
Mar
2023
Feb
2023
Jan
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Aug
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2,350
DCL
DCH
DMH DML DRH DRL
(£ / MW / h)
Strategic Report
12
Gore Street Energy Storage Fund plc
Irish market
Table 3:
TSO SONI (Northern Ireland), EirGrid (Republic of Ireland)
Irish portfolio (operational) 130 MW / 72.6 MWh
Share of the market
3
50% (NI), 6% (RoI)
Annual revenue £17.0m
Revenue per MW £130,800/MW (£14.93/MW/hr)
Revenue per MWh £234,200/MWh (£26.73/MWh/hr)
EBITDA Irish grid % of Total EBITDA
50%
Non-synchronous generation in the Irish market, led by wind power, has been a key resource in efforts to achieve a 100% renewable
energy system and has created a market for ancillary services through the DS3 (Delivering a Secure Sustainable Electricity System)
programme. Energy storage investment has been encouraged via procurement through uncapped (annually procured) and capped (up
to six-year contracts auctioned in 2019) schemes.
Uncapped contracts unit price is based on System Non- Synchronous Penetration (SNSP), which refers to the real-time measure
of intermittent renewable generation on the system and net interconnector flows within the single electricity market. Revenue is
calculated based on annual fixed tariffs multiplied by various scalars including availability and SNSP, the principal factor driving
volatility in DS3 revenues. This is predominantly set by wind penetration levels, which represent the largest deployed renewable
generation resource in both Irish grids. There is a direct correlation between SNSP levels and DS3 uncapped revenue, which fluctuates
with seasonal variation to provide higher financial returns during the peak winter months. In contrast, summer revenues have not
reached the same levels as these months typically experience fewer windy days and are not pushed higher by the amount of solar
generation in the market.
In contrast, capped contracts are fixed at the contracted price. SNSP scalars, which provide a multiplier for the uncapped tariff
(common across the Irish DS3 uncapped market), experience seasonal variations.
Figure 3: Correlation of Uncapped DS3 Revenue with SNSP Seasonal Variation for the Company’s Drumkee and Mullavilly assets
SNSP Percentage
DS3 Revenue (£)
Drumkee DS3 Revenue
Mullavilly DS3 Revenue
Average Monthly SNSP (%)
£0
£200,000
£400,000
£600,000
£800,000
£1,000,000
£1,200,000
£1,400,000
0%
20%
40%
60%
80%
100%
Jan
2022
Feb
2022
Mar
2022
Jan
2023
Feb
2023
Mar
2023
Apr
2022
May
2022
Jun
2022
Jul
2022
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2022
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2022
Oct
2022
Nov
2022
Dec
2022
Drumkee DS3 Revenue
Mullavilly DS3 Revenue SNSP Index
0
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1,400,000
0.5
1.0
1.5
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3.0
Jan
2022
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2022
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2022
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2022
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2022
Nov
2022
Dec
2022
(£)
(SNSP Index)
Energy storage assets can also participate in the Capacity Market (CM), which functions similarly to the GB equivalent. Eirgrid and
SONI have begun testing trading capabilities and the process of dispatching assets in the Balancing Mechanism (BM).
1 https://www.cleanenergywire.org/factsheets/what-german-households-pay-electricity#:~:text=The%20increase%20was%20mostly%20caused,160%20percent%20
compared%20with%202021.
2 https://energeia-binary-external-prod.imgix.net/4hCe-bWGRjCXayeF55Yi6NFpKM8.pdf?dl=Annual+Market+Update+2021.pdf
3 Source: Energy Storage Ireland: As of March 2023 there was 470 MW in Republic of Ireland, 200 MW in Northern Ireland.
Strategic Report
Annual Report for year ended 31 March 2023
13
German market
Table 4:
TSO 50Hertz, Amperion, Tennet, Transnet BW
German portfolio (operational) 22 MW / 29 MWh
Share of the market (MaStR)
4
(50 Hertz)
5
2.16% (Germany), 4.2% (50 Hertz)
Annual revenue £3.3m
Revenue per MW £149,800/MW (£17.10/MW/hr)
Revenue per MWh £113,600/MWh (£12.97/MWh/hr)
EBITDA German grid % of Total EBITDA 9%
Germany comprises four transmission system operators (TSO) in a single grid, each controlling an area of the country. The Company
currently interacts with the TSO 50Hertz by providing Frequency (Primary) Control Reserve (FCR). This cross-border service operates
across eleven transmission system operators in eight European countries, with 50Hertz and other German TSO able to pass on excess
flexibility to the wider European grid. FCR in Germany has typically been delivered through gas as the biggest provider of generation,
meaning power prices generally mirror seasonal variation in the wholesale gas market. This usually results in lower prices during
summer and higher in winter when demand for gas and electricity is higher.
As illustrated in the graph below, power prices increased sharply towards the end of 2021 to accommodate rising demand across the
EU as countries recovered from the economic impact of the Covid-19 pandemic.
Electricity prices continued to increase in line with gas in April 2022 following the Russian invasion of Ukraine, which impacted energy
supplies and gas storage in continental Europe, as shown in figures 4 and 5. The resulting shortage in supply across Europe during
the reporting period drove gas prices and the marginal cost of power production from gas-fired power plants up in the summer. Over
2022 Germany paid more than double for its natural gas imports compared to the previous year, according to the Federal Office for
Economic Affairs and Export Control, BAFA1, which, in turn, caused FCR prices to surge.
Figure 4: FCR vs electricity power price trends
FCR Prices FY'21/22
FCR Prices FY'22/23 Electricity Power Price FY'21/22 Electricity Power Price FY'22/23
€0
€10
€20
€30
€40
€50
€60
0
100
200
300
400
500
Jan Feb MarApr May Jun Jul Aug Sep Oct Nov Dec
(EUR / MW / hr)
(Electricity Power Price EUR / MWh)
The trend of increasing prices reached a record high of €469/MWh in August 2022 when extreme summer temperatures impacted
hydropower generation due to low water levels. It even contributed to low nuclear capacity in France due to low reservoir levels
reducing water available for cooling reactors³.
As the EU entered the Autumn period, wholesale prices started to decrease due to milder weather, which led to lower demand, and
higher gas storage availability after the EU implemented a regulation requiring all storage facilities on the continent to be filled to 80%,
on average, before the winter of 2022/2023. This was achieved in late August using LNG imports from the US
4
and caused FCR prices
to fall faster than seen in previous years.
1 Source: Mastr database, as of March 2023 there is around 1,019 MW of total capacity in Germany. 50 Hertz 521MW (https://www.marktstammdatenregister.de/
MaStR/Einheit/Einheiten/OeffentlicheEinheitenuebersicht)
2 https://www.reuters.com/business/energy/germanys-gas-bill-surged-109-last-year-despite-slashed-buying-2023-03-01/
3 https://gmk.center/en/news/electricity-prices-in-the-eu-fell-significantly-in-october-2022/
4 https://www.consilium.europa.eu/en/infographics/gas-storage-capacity/
Strategic Report
14
Gore Street Energy Storage Fund plc
Figure 5: Gas storage capacity in the EU
0%
20%
40%
60%
80%
100%
Mar
2023
Feb
2023
Jan
2023
Dec
2022
Nov
2022
Oct
2022
Sep
2022
Aug
2022
Jul
2022
Jun
2022
May
2022
Apr
2022
Mar
2022
Feb
2022
Jan
2022
Total
The factors of: Covid-19 recovery, worldwide gas volatility caused by war in Europe, and extreme temperatures experienced across the mainland
created an abnormal seasonal variation during the period, where FCR was higher in the summer and lower in the winter. Prices stayed higher
than the previous year, however, with the average natural gas import price in December – equivalent to €9.38/kWh – remaining 74% above a
year earlier, following a period of divestment from Russian supplies.
Additional revenue for short-duration flexibility is now available through automatic Frequency Restoration Reserve (aFRR), also known as
Secondary Control Reserve, following a reduction in delivery duration from four hours to 15 minutes. This service is designed to support FCR
should it fail to deliver the flexibility needed to maintain the grid by maintaining a reserve in the power grid that helps to keep the grid frequency
stable. This provides revenue for availability in case of activation and for actively balancing energy when called on.
This reporting period also provided opportunities in wholesale trading across the FCR market, with liquidity available from the demand for
balancing from renewable generators seeking to settle their supply imbalances before facing high system charges.
ERCOT market (Texas, US)
Table 5
TSO ERCOT
ERCOT portfolio (operational) 29.85 MW / 59.7 MWh
Share of the market (ERCOT)
5
1.4%
Annual revenue £3.8m
Revenue per MW £127,800/MW (£14.59/MW/hr)
Revenue per MWh £63,900/MWh (£7.30/MWh/hr)
EBITDA ERCOT grid % of Total EBITDA 5%
US President Joe Biden signed the Inflation Reduction Act into law on 16 August 2022. The legislation provides $369bn over ten
years to tackle climate change and invest in the renewable energy sector to reduce carbon emissions by 40% by 2030, compared with
2005 levels.
Two-thirds of this funding will be used to extend or introduce support for emission-free electricity generation and storage technologies.
Standalone utility-energy storage projects with a minimum name plate capacity of 5 kWh can now access investment tax credits
(ITCs) worth at least 30% of capital expenditure for the first time provided construction is underway by the end of 2024. Projects
beginning construction in 2025 through to 2032 will be able to receive ITC support however specific facilities will be done on a
technology neutral basis. Per the 2022 unemployment data published by the Bureau of Labour and Statistics (BLS), the Company’s
assets: Dogfish, Wichita Falls, and Mineral Wells (combined 95MW) all qualify for 40% ITC, provided that unemployment rates in these
regions remain equal to or higher than the national average.
5 Source: S&P Global: Market Intelligence, as of March 2023 there is 2.2 GW of operational capacity; https://www.spglobal.com/marketintelligence/en/news-insights/
research/battery-stampede-spurs-sunny-storage-economics-in-ercot; Source: https://www.50hertz.com/en/Transparency/GridData/Installedcapacity
Strategic Report
Annual Report for year ended 31 March 2023
15
This is expected to help grow the US battery storage market from around 10 GW in 2022 to over 85 GW by 2035, with 29 GW
(ERCOT) and 25 GW (CAISO) more in construction or planned
5
.
Ancillary services are the main revenue driver in ERCOT, except when extreme weather events create opportunities in wholesale
markets as real-time prices spike due to swings in supply and demand. These weather events also impact ancillary services and can
produce price spikes and supply scarcity, driving demand for Responsive Reserve Service (RRS).
The Company expanded the number of services offered after the reporting period to include existing (e.g. Regulation Up/Down) and
new (e.g. ECRS – Contingency Reserve Service) revenue streams. The wholesale market opportunity was and continues to be bearish,
mainly due to falling natural gas prices. This trend is expected to reverse throughout 2023 and into 2024 in line with commodity
prices and demand increases.
CAISO market (California, US)
Table 6:
TSO CAISO
CAISO portfolio (construction) 200 MW / 400 MWh
Current Status Advanced pre-construction phase (pre-NTP): Batteries procured and
in warehouse
Target energisation Dec-end 2024
The outlook for ancillary services in Californias CAISO market is well supported by three main fundamentals: grid flexibility, high
penetration of non-dispatchable renewable generation and decommissioning of existing conventional generation. Deployment of
battery storage is integral to increasing penetration of renewable energy as existing conventional energy resources are unable to meet
sub-second response requirements. This need for flexible capacity has seen a rapid deployment of battery energy storage systems
motivated by the retirement of fossil fuel generation. CAISO experiences a similar frequency of extreme weather events as ERCOT
despite its location on the opposite coastline – these events create short-term spikes in wholesale and ancillary markets.
In addition to ERCOT, the Inflation Reduction Act applies in CAISO and will give access to an ITC worth at least 30% of capital
expenditure, which can be extended to some Tax Credit Adders for projects in low-moderate income communities, tribal lands, or
repurposed fossil fuel power plants to between 2% and 20% extra per individual possible adder.
Revenue opportunities under the Resource Adequacy (RA) mechanism, which acts as a tool for CAISO and the Local Regulatory
Authorities to ensure enough generation capacity is secured ahead of time to deliver security of supply, are also drivers. RA can be
compared to the Capacity Market in GB in that it offers secure revenue on which the prevailing ancillary/wholesale merchant strategy
can be stacked. They differ, however, in that RA contracts are expected to represent up to 40% of the revenue of a battery energy
storage system, a materially higher proportion than GBs CM contracts account for.
Strategic Report
16
Gore Street Energy Storage Fund plc
Revenue Generation and Portfolio Performance
The Company exercised a diverse strategy throughout the reporting period, participating in a mixture of ancillary and trading
opportunities across the markets in which it is active. Revenue was generated from a growing suite of services launched in 2022
(e.g.the expanded D-suite in GB), while the Company also implemented steps to prepare for additional streams in 2023 (e.g.
wholesale trading in Germany) and post-period (e.g. ECRS in ERCOT).
Great Britain (GB) market
Ancillary services played a key role in GB revenue generation, accounting for 85.7% of annual revenue, or £13m. The strategy for
bidding into varying ancillary services was evaluated in advance as FFR is bid into one month before delivery to secure calendar-
month-long agreements. D-suite services, meanwhile, are bid into on a day-ahead basis and provided an alternative strategy.
While all the assets were entered into FFR for all EFA blocks at various points throughout the financial year, a higher bid strategy was
adopted for those more suited to delivering for the DC market. This meant they were available to pick up FFR contracts if prices reach
a higher bid level but, in most months, meant they could ensure an even split between FFR committed capacity and DC committed
capacity was achieved. This diversified services strategy acted as a hedge against the volatile conditions experienced earlier in the year.
Revenue in Q1 2022 was the highest of all reported quarters since April 2021 and was 40% above the previous year’s Q1 revenue.
This was largely due to the uplift in DC prices across this period, with DC representing 51% of all revenues achieved (Capacity
Market included). The continued uplift in D-suite revenues also led to Q2 2022 being 18% ahead of the previous year, with D-suite
representing 73% of all revenues.
Lower prices were bid into FFR in H2 of the reporting period due to fewer alternative opportunities in the D-suite market caused by
market saturation. H2’s performance was 35.5% below the previous year, in stark contrast to the excellent market conditions in H1.
Whilst FFR prices cleared higher than DC and DM, on average, decreased procurement volumes ahead of retiring the service
(contributing to increased competition) led to fewer batteries in the portfolio receiving contracts. FFR represented only 31% of revenue
in H2, although the portfolio saw an increase in trading, which accounted for 11% of revenues during the same period.
FY 2022/23 included the second half of the 2021/22 Capacity Market delivery year and the first half of the 2022/23 delivery year.
Capacity Market revenue in H2 was 31% above H1, driven in large part by the £75/kW clearing price of the 2022/23 T-1 Auction; the
Port of Tilbury (POTL) asset secured a contract at 7.061 MW de-rated capacity. Capacity Market revenues represented 8.9% of the GB
portfolio revenues during the financial year.
Figure 6: FY 22/23 revenue in GB by quarter split
FFR
D-Suite
Trading Capacity Market
£0
£1,000,000
£2,000,000
£3,000,000
£4,000,000
£5,000,000
Capacity Market
Trading
FFR
D-Suite
Mar-endDec-endSep-endJun-end
Irish market
Northern Ireland
Ancillary services, monetised through DS3 uncapped contracts, generated 98% of revenues for the Northern Irish fleet, totalling
£15.5m across the financial year – an uplift of 27% of total revenue compared with the previous financial year. DS3 uncapped
tariffs for each of the five contracted ancillary services are subject to yearly variations by the Regulatory Authority in Ireland and
could inevitably lead to lower revenues being secured. Despite a 10% reduction in DS3 tariffs in January 2022, the NI portfolio still
generated 24% more revenue from DS3 this financial year, driven mainly by increased SNSP levels in the December-end quarter.
Monthly DS3 uncapped revenues peaked in FY 2022/23 at £29.24/MW/h, just short of the all-time high of c. £33.87/MW/h in
February2022.
The remaining 2% of the revenue stack comprised two revenue streams: Capacity Market and wholesale trading. The contracted Capacity
Market revenue generated around £36,000 per month in total from both assets, starting from October 2022 and continuing post-period
until the contracts end in September 2023. The NI portfolio also secured yearly Capacity Market contracts until September 2027.
Trading remains in its infancy in the grid with limited accessibility to the wholesale market. To date, bids from the NI assets have been
accepted to dispatch volume generating c. £118,000.
49.4%
Others*
CM
Trading
FFR
D-Suite
Great Britain
D-Suite
FFR
Trading
Others
Capacity Market
5.4%
8.9%
30.6%
5.8%
Strategic Report
Annual Report for year ended 31 March 2023
17
Republic of Ireland
Porterstown Phase I operates under a six-year DS3 capped contract (starting September 2021) with a fixed tariff rate of €6.79/MW/hr. The
asset was declared available to provide services on 24 January 2023 and has since generated €326,000 throughout the remainder of the
March-end quarter. Prior to the DS3 capped contract, the asset generated additional revenue from liquidated damages caused by delays
experienced by the engineering, procurement, and construction (EPC) contractor in delivering the project.
The NI & ROI portfolio generated an overall average weighted price of £14.93/MW/h, with the bulk of the revenue generated from DS3
uncapped revenue.
89.3%
Others*
CM
Trading
DS3 Capped
DS3 Uncapped
Ireland
DS3 Uncapped
DS3 Capped
Wholesale Trading
Others*
CM
0.7%
1.3%
1.7%
7.1%
Figure 8: Irish Portfolio Revenue BreakdownFigure 7: FY 22/23 revenue in Ireland by quarter split
DS3 Capped
DS3 Uncapped
Wholesale Trading CM
£0
£1,000,000
£2,000,000
£3,000,000
£4,000,000
£5,000,000
£6,000,000
CM
Wholesale Trading
DS3 Capped
DS3 Uncapped
Q4Q3Q2Q1
DS3 Capped
DS3 Uncapped
Wholesale Trading CM Others
£0
£1,000,000
£2,000,000
£3,000,000
£4,000,000
£5,000,000
£6,000,000
Others
CM
Wholesale Trading
DS3 Capped
DS3 Uncapped
Mar-endDec-endSep-endJun-end
DS3 Uncapped
DS3 Capped
Wholesale Trading
Others*
CM
*Others represent the revenue generated from liquidated damages on PBSL.
German market
The Company acquired the Cremzow project at the end of the previous fiscal year with a view to targeting ancillary services in a new
market that presented similar conditions to GB. The asset enabled the Company to capitalise on uncharacteristic price rises in gas, power
and ancillary markets during the summer of 2022.
Delivery of ancillary services resulted in revenues totalling €3.7m through provision of FCR for 98.0% of the year, with monthly revenue
accrued directly from FCR peaking at €32.22/MW/h in August to achieve a total of €488,000 – the highest monthly revenue in FY
2022/23, marginally ahead of October 2022.
FCR prices remained stable during the winter months, once again moving against expected seasonal variation where previously prices
would increase towards the end of the calendar year. The stability at lower levels pushed the Company towards expansion into new
revenue streams, mainly the wholesale market.
The Company expanded its capabilities in Germany to include wholesale trading through work with a new optimiser and, in March 2023,
generated revenue of €73,400 solely from wholesale trading following delays transitioning to a new FCR provider and pending approval
from 50 Hertz. Post-period, the Company’s revenues will be a blend of both streams with the expected addition of aFRR following
submittal of tests for post-period evaluation to join the service.
Figure 9: FY 22/23 revenue in Germany
Wholesale Trading
FCR
£0
£300,000
£600,000
£900,000
£1,200,000
£1,500,000
Wholesale Trading
FCR
Mar-endDec-endSep-endJun-end
5 The Company holds a 90% ownership interest in Cremzow (22 MW), while Enertrag maintains a minority stake in the asset.
98.0%
Trading
FCR
Germany
FCR
Wholesale Trading
Wholesale Trading
Others*
CM
2.0%
Strategic Report
18
Gore Street Energy Storage Fund plc
Texas (ERCOT market)
Due to the significant renewable energy development in this region and unique characteristics surrounding interconnections, there
is exposure to wholesale price volatility due to the inherent intermittency of renewable generation. This isolation of the ERCOT grid
means there is an increasing need for flexibility. The Company’s activity this period, however, was focused on performing RRS, which is
also affected by swings in renewable supplies.
Several extreme weather events during FY 2022/23, such as a heat wave in July 2022, caused RRS prices to spike above $2,000/
MW/h for a short period. This occurrence was not isolated, with a similar scenario in December 2022 resulting from a winter storm
and cold snap driving prices up to $3,000/MW/h. These short-term events resulted in monthly revenue of $57.26/MW/h in July and
$36.12/MW/h in December.
Such events related to weather conditions are more likely to occur during winter and summer, leaving spring and autumn as transition
seasons, typically referred to as shoulder months. In ERCOT, steady wind and thermal generation led to lower prices in RRS during the
March-end quarter; consequently, the Company’s revenue dipped to $4.51/MW/h. The seasonal price volatility captured by the ERCOT
assets during extreme weather events versus shoulder months are an expected market condition of operating in ERCOT and offset the fall
in revenue experienced during transition periods of the year.
Regulation
RRS
Wholesale Trading
$0
$500,000
$1,000,000
$1,500,000
$2,000,000
Trading
Regulation
RRS
March-endDec-endSep-endJune-end
Figure 11: FY 2022/2023 revenues in the ERCOT market by
quarter, split into major revenue streams
Figure 10: RRS – Monthly peak prices
0
500
1,000
1,500
2,000
2,500
3,000
Mar
2023
Feb
2023
Jan
2023
Dec
2022
Nov
2022
Oct
2022
Sep
2022
Aug
2022
Jul
2022
Jun
2022
May
2022
Apr
2022
($ / MW / hr)
97.0%
Trading
Regulation Services
Response Reserve Service
United States
Response Reserve Service
Regulation Services
Trading
Others*
CM
<0.1%
3.0%
Figure 12: GSF United States Portfolio Revenue Breakdown
The Company’s operational
portfolio of 262.3 MWh is
equivalent to 87 million
AA batteries
Strategic Report
Annual Report for year ended 31 March 2023
19
Overall portfolio performance
Overall, the portfolio generated £39.3m in revenues (2022 Fiscal Year £29.3m), with weighted annualised revenue of c. £135,000/
MW (£15.40/MW/hr). This was achieved through geographical diversification and the Company’s unique ability to generate revenues
even when some markets were hindered by seasonal variation or saturation.
Table 7
£(000s) FY 2022/23 % within grid % of portfolio
GB - 109.7 MW / 101 MWh
Ancillary services £13,012 85.7%
Capacity Market £1,354 8.9%
Wholesale Trading £ 822 5.4%
GB total
6
£15,188 100.0% 38.6%
Ireland - 130 MW / 72.6 MWh
DS3 Capped/Uncapped £16,666 98.0%
Capacity Market £216 1.3%
Wholesale Trading £118 0.7%
Ireland total £17,000 100.0% 43.3%
Germany - 22 MW / 29 MWh
Ancillary services £3,231 98.0%
Wholesale Trading £65 2.0%
Germany total
7
£3,296 100.0% 8.4%
ERCOT - 29.9 MW / 59.7 MWh
Ancillary services £3,711 97.3%
Wholesale Trading £104 2.7%
ERCOT total £3,815 100.0% 9.7%
Portfolio total – 291.6 MW / 262.3 MWh £39,299 100.0% 100.0%
Market
Revenue £(000s) £(000s)/MW/yr £/MW/hr £(000s)/MWh/yr £/MWh/hr
GB £15,188 £138 £15.80 £150 £17.17
Irish £17,000 £131 £14.93 £234 £26.73
Germany £3,296 £150 £17.10 £114 £12.97
ERCOT £3,815 £128 £14.59 £64 £7.30
Weighted averages £135 £15.39 £150 £17.10
Total Revenue
(£000s)
Jun-end Sep-end Dec-end Mar-end
GB £4,844 £4,675 £3,657 £2,012
NI £3,264 £1,963 £4,969 £5,313
ROI £395 £403 £406 £287
Germany £807 £1,076 £918 £494
ERCOT £1,238 £1,529 £813 £235
TOTAL £10,548 £9,646 £10,763 £8,341
6 The Company holds a 49 % ownership interest in Cenin (4.0 MW) and retains 49% of the generated revenue.
7 The Company holds a 90% ownership interest in Cremzow (22 MW) and retains 90% of the generated revenue, while Enertrag maintains a minority stake in the asset.
Strategic Report
20
Gore Street Energy Storage Fund plc
Figure 13: Total Revenue (in £000s/MW) by Grid & Installed Capacity since IPO
Mar-end
2022
Dec-end
2021
Sep-end
2021
Jun-end
2021
Mar-end
2023
Dec-end
2022
Sep-end
2022
Jun-end
2022
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 Installed MW
Total Revenue per MW (£000's/MW)
0
50
150
250
300
350
200
100
EirGrid/Soni - Revenue/MW (£)National Grid - Revenue/MW (£) ERCOT Grid - Revenue/MW (£)European Grid - Revenue/MW (£)
Total Revenue per MW (£)
0
10
20
30
40
50
60
Figure 14: Financial Performance with installed capacity progression
Mar-end
2022
Dec-end
2021
Sept-end
2021
Jun-end
2021
Mar-end
2023
Dec-end
2022
Sept-end
2022
Jun-end
2022
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
2023
ANNUAL
2024
ANNUAL
2025
ANNUAL
2026
Total installed MW Forecast installed MW
Total Revenue Total EBITDA
0
200
400
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800
1,000
1,200
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
16,000
Total Installed Capacity (MW)
Total Revenue & EBITDA (£000's)
2025 Growth = 9%
2024 Growth = 93%
2026 Growth = 33%
A cycle of the Company’s
operational assets would
discharge 262,250 kWh
equivalent to ~650,000 miles,
or driving around the Earth 26
times*
*Assuming a 250-mile range of a Tesla P100 (100 kWh range)
Strategic Report
Annual Report for year ended 31 March 2023
21
The charts below highlight the seasonal variation in each market and how the Company’s diverse portfolio results in exposure to
lucrative opportunities when one market is experiencing a downturn. As detailed above, saturation in the GB ancillary market drove
clearing prices down at the same time as a pickup in the Irish market. While the overall result was lower year-on-year fleet revenue in
the March-end quarter, the impact would have been more significant if the portfolio had been solely exposed to the price decline in
GB.
Figure 15: RRS (ERCOT)
Figure 17: DS3 (NI)
Figure 16: FCR (Germany)
Figure 18: GB ancillary services average monthly price trends
£0
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2022
Price (£/MW/hr)
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2022
Price (£/MW/hr)
£0
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Price (£/MW/hr)
£0
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2023
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2023
Jan
2023
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2022
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2022
Oct
2022
Sep
2022
Aug
2022
Jul
2022
Jun
2022
May
2022
Apr
2022
Price (£/MW/hr)
DMDC DR FFR
Operational
The operational assets (weighted by asset capacity in MW) achieved over 95% availability during the year. This excellent performance
was supported by the increased availability of the GB portfolio and a successful operational takeover of the Porterstown asset in
Ireland.
Great Britain: The overall availability for the GB fleet was positive, highlighting successful interventions by the Commercial Manager
and management of O&M contracts over the year. The latter half of the year showed a c. 5% increase in weighted average availability to
94% (from 89% in H1 2022), driven predominantly by improvements at Boulby, Port of Tilbury and Larport. The only asset with material
reductions in availability in the latter half of the year was Ancala due to various project issues requiring repairs that are now resolved and
where downtime is subject to liquidated damages under availability guarantees.
Ireland: Portfolio performance in Ireland (and Northern Ireland) remains a highlight, with weighted availability (by MW capacity)
of 99% over the reporting period between the three Irish projects. The Company saw its first asset in the Republic of Ireland,
Porterstown, enter operations in January 2023. To date, there have been no availability reductions with the asset. The Northern Irish
assets—Drumkee and Mullavilly—continue to meet performance expectations and achieved 97% and 99% availability over the year,
respectively. Availability was impacted by quickly resolved inverter failures. The O&M provider is providing additional training with the
supplier to further improve repair times in future.
DS3 services provide most of the revenue for all three operational Irish projects. In the reporting period, all DS3 events—instances
where grid frequency drops below 49.8Hz and asset response is assessed by the system operator— recorded on the Irish network
were successfully delivered and each project was monetised successfully. The Commercial Manager’s improvements to the technical
response of the assets addressed issues seen during the previous financial year, highlighting the benefit of the Commercial Manager’s
experienced technical team managing the assets.
Strategic Report
22
Gore Street Energy Storage Fund plc
Germany: The Cremzow project is generally performing well. In July 2022, an inverter issue with the 2 MW proportion of the project
impacted availability but was resolved in a timely manner. Availability impacts were infrequent and isolated over the year, limiting the impact
through timely successful maintenance activities and active engagement by the Commercial Manager. The asset recorded 96% availability
over the reporting period and there are no ongoing concerns, with availability expected to remain high.
US - Texas: The three operational assets—Snyder, Sweetwater and Westover—performed well during the period. Technical
performance was good across the 9.95 MW projects, and their total availability averaged over 95%. The most notable availability
impact was a commercial restriction at Westover due to miscommunication between the optimiser and the Texas system operator
ERCOT, resulting in lower availability in October 2022 (no ongoing concern). System inverter issues were observed with limited
availability impacts on each occurrence, and the Investment Manager opted to make preventative improvements to all inverters, which
drove availability reductions in H2 2022 but are expected to improve availability over the longer term.
Table 8
Region
H1 22/23
Availability
Region
H2 22/23
Availability
Region
FY-22/23
Availability
(% YTD)
GB
88.8%
GB
94.2%
GB
91.5%
IRE
97.7%
IRE
99.0%
IRE
98.6%
GER
94.7%
GER
96.7%
GER
95.7%
ERCOT
96.7%
ERCOT
93.8%
ERCOT
95.2%
Weighted average: 93.6% Weighted average: 96.5% Weighted average: 95.4%
Asset management developments
It was an exciting year for energy storage, particularly for operations of the Company’s portfolio. The Investment Manager successfully
onboarded assets on two new transmission networks: in Germany and Texas. The over 95% availability on each of these grids
demonstrated the teams ability to quickly build and manage relationships with new contractors despite the expansion into new
territories.
The Investment Manager’s in-house technical team grew substantially over the period and drove important initiatives for the Company’s
operational assets and pipeline. The first retrofit of an electrolyte vapour detection system—used to prevent the operation of batteries in
scenarios which may lead to thermal runaway—was completed for the Cremzow project in Germany. Security enhancements have been
made to reduce the risk of thefts, enhance safety performance (through monitoring and visibility) and gave the team better engagement
with on-site activities. Trials have begun with industry-leading analytics partners to further improve performance through state of charge
and state of health prediction improvements whilst materially improving safety through ‘risk reduction by prevention’ measures. The
continuation of this workstream is set to be a key focus in 2023.
The Company continues to build key relationships whilst developing contractual partnerships suited to the portfolios increasing
capacity. The Investment Manager’s increasing technical capability is delivering important initiatives (such as those referenced above)
whilst improving the delivery of the team’s most core requirements. This is evidenced by the materially improved availability figures
reported over the entire reporting period relative to the H1 2022 period reported in the Company’s most recent Interim Report.
Portfolio
Construction/pre-construction
514.8 MW of construction or pre-construction phase assets were acquired during the reporting period, bringing the total pre-
operational capacity to 881.6 MW.
Given the macro environment and future capital expenditure projections, the Investment Manager has made a decision to optimise
asset build out based on targeted energisation date and capacity. The Investment Manager strategically decided to prioritise the
following assets: Stony, Ferrymuir, and Enderby in GB; Big Rock in California; Porterstown II expansion in Ireland; and Dogfish in Texas
(a total of 521.8 MW). In the near term, the Investment Manager will prioritise larger assets over the 9.95 MW sites in Texas while
exploring opportunities to increase their capacity, similar to the expansion projects announced for the Company’s Irish assets.
In Great Britain, commissioning of Stony (79.9 MW) has commenced and the energisation process will begin at the end of July, while
Ferrymuir (49.9 MW) is at the final stages of mechanical completion, with the majority of contestable works completed. The asset
is waiting for energisation of the grid connection by the distribution network operator, expected in summer 2023. Works at Enderby
(57MW) are underway but have been impacted by National Grid ESO’s outage availability resulting in a consequent delay to energisation.
National Grid ESO has advised that April 2024 is the next available outage window during which their works can be completed and,
subsequently, the asset can be energised.
Strategic Report
Annual Report for year ended 31 March 2023
23
In Ireland, Porterstown Phase II (60MW) consents have been acquired, with design and procurement underway. Modifications to the
connection agreement have been negotiated with EirGrid to enable the connection of the extension, and energisation and commissioning
are expected in June-end 2024.
In California, the Big Rock (200 MW) project acquired in February 2023 is progressing well, with batteries and grid transformers
delivered and in storage. The procurement of the key balance of plant contracts is near completion, with mobilisation planned for
August 2023. Permitting and grid consenting are underway. Enclosures arrive in Spring 2024, and energisation is scheduled for
December-end 2024.
In Texas, Dogfish (75 MW) procurement is underway, with orders of long lead HV plant in advanced stage of negotiations. The grid
connection agreement with the transmission operator (Texas New Mexico Power) has been signed with design works underway.
At Kilmannock, the property purchase option has been exercised. Preliminary engineering and demonstrating planning condition compliance
is underway for Phase I (30MW), while Kilmannock Phase II (90MW) has received and accepted its connection offer. Optimisation of
the design and configuration of the grid connection plant for phase I and II is underway, however, the delivery of the project has been
deprioritised to optimise capital deployment.
Table 9: Sites in construction/pre-construction
Project Expected Energisation Capacity
Stony
Jul - end 2023 79.9 MW
Ferrymuir
Sep - end 2023 49.9 MW
Enderby
Jun - end 2024 57.0 MW
Porterstown Ph II
Jun - end 2024 60.0 MW
Big Rock Dec - end 2024 200.0 MW
Dogfish Dec - end 2024 75.0 MW
Mineral Wells Jun - end 2025 9.95 MW
Mesquite Jun - end 2025 9.95 MW
Cedar Hill Jun - end 2025 9.95 MW
Wichita Falls Jun - end 2025 9.95 MW
Kilmannock Ph I Dec - end 2025 30.0 MW
Kilmannock Ph II Dec - end 2026 90.0 MW
Middleton Dec - end 2026 200.0 MW
Strategic Report
Gore Street Energy Storage Fund plc
Q: Why did the Company invest in Germany, Texas
and California during FY2022/23?
Most available revenue contracts for energy storage projects
are short-term in nature, meaning quarterly revenue figures
tend to be volatile. Project diversification within a grid does
not necessarily offer revenue diversification, as available
contracts tend to be identical regardless of the location of an
asset within a single grid. This can leave an energy storage
asset owner exposed to downward revenue trends if they are
not internationally diversified.
The Company has a mandate to invest at least 40% in GB
and Ireland, and up to 60% in other selected countries. This
allocation is intended to offer a diversified portfolio for the
Company’s shareholders, as evidenced by the performance of
the 40% of the Company’s portfolio in GB and Ireland. With
three operational Irish projects, the Investment Manager was
able to partly mitigate the reduced revenue available to GB
projects in the second half of the year.
For the remaining 60% of the portfolio, the Manager has been
working to further diversify outside of GB and Ireland. The GB
and Ireland grids are, relatively speaking, smaller than other
markets, such as those in the US and continental European
markets, and are prone to saturation. This has driven our
recent investment activities in larger geographic regions.
Continental Europe offers attractive revenue opportunities
through frequency control reserve (FCR) and wholesale
trading. Many large European grids are interconnected and
offer similar revenue streams with less concern over market
saturation. The Manager decided to enter the mainland
European market via an operational German project to quickly
accumulate experience by operating an asset without the lead
time of construction.
In the US, ERCOT in Texas and CAISO in California had
the most compelling business cases driven by significant
pricing volatility, increased penetration of renewables and
pre-existing market conditions to remunerate storage.
Acquisitions of operational assets in ERCOT earlier this fiscal
year helped us accumulate knowledge of the market and
evaluate and design new project opportunities in ERCOT.
The passage of the US Inflation Reduction Act in August 2022
introduced investment tax credits for standalone storage,
further strengthening the business case for the asset class.
The Company capitalised on these new and material tailwinds
through its acquisition of Big Rock in California and its
construction portfolio in Texas.
Our operational portfolio is now benefiting from 19 revenue
streams across four markets with limited correlations, while
further revenue opportunities are expected to follow in
California once Big Rock becomes operational. We are also
poised to take advantage of the introduction of new services,
such as the long-expected ECRS in Texas, which will allow our
energy storage assets to deliver additional value during the
ramp down of solar in the evening.
Q: How does the Company decide the optimal
duration for its assets across five energy markets?
We have no preference towards a particular system duration.
We view optimal duration decisions purely as a financial
one; a function of capex costs and revenues available for
the different duration profiles. We apply the same logic
across multiple jurisdictions by choosing system durations
appropriate to the volatility of the markets we operate, from
25 minutes up to two hours.
In GB, we identified c. one-hour systems as the optimal
duration due to ancillary services remaining the dominant
revenue streams to date. Since our first operational asset, we
correctly minimised capex by deploying up to an hour system
and still managed to capture the same revenues available to
all energy storage operators. Without the additional capex
required for the additional duration, we improved the financial
return of portfolio companies by focusing on maximising
profitability (not just revenues).
This reality is also true of Ireland – where our sub-30-minute
assets are more than sufficient to deliver under the DS3
ancillary services market, which values response time and
doesn’t provide additional payments for longer durations.
System duration in Ireland has been particularly successful,
as evidenced during the reported period when the Company’s
Irish assets accounted for the largest portion of the revenue
of any geography the Company is active in, with assets that
required the lowest build-out cost within the portfolio. Our
c.90-minute system in Germany sufficiently captures current
volatility in the FCR and wholesale markets. Unlike in GB,
wholesale market volatility in Germany is driven by the lack of
an imbalance mechanism, which exposes participants to high
imbalance prices if they do not settle their positions within
the relevant period.
We are building a two-hour system in California to access the
spread in peak prices found in the California grid. The asset
has also been designed specifically to be operated at 100
MW deliverability to access a de-rated Resource Adequacy
(RA) contract requiring four-hour discharge, adding a secure
revenue to the stack that can be obtained by the asset. This
will join the two-hour operational batteries we have in Texas
ERCOT market, which capture the volatility often caused by
extreme weather events.
Q&A with Sumi Arima
Sumi Arima
CIO and CFO of Gore Street Capital, the Investment Manager
24
Strategic Report
Annual Report for year ended 31 March 2023
25
We will continue to evaluate new revenue streams arising in
Texas and every other market that might shift the duration of
the batteries needed and will deploy capex accordingly for the
projects we have yet to build.
Q: How do the opportunities for energy storage
differ in each of the grids the Company is now
engaged with?
The electricity grids the Company operates in all have
different market design and requirements and, therefore,
offer different opportunities. Ancillary services still dominate
GB and Ireland, but they differ in that our Irish assets are
tied directly to the successful integration of wind power, with
higher generation contributing to higher revenue levels for the
Company’s assets. In Germany, the Cremzow asset provides
a critical suite of balancing and frequency services to up to
11 transmission system operators across eight European
countries through an interconnected grid system. It also
participates in wholesale and intra-day arbitrage, presenting
additional revenue stacking opportunities.
The starkest difference can be seen in Texas, where our
operational assets support a grid prone to extreme volatility.
As a result, in July and December 2022, our assets generated
the equivalent of five months of revenue in just four days.
Our newest asset in California will carry out a similar role,
once constructed, in a more regulated market, benefiting
from long-term capacity contracts worth up to 40% of project
revenue. This is considerably higher than an equivalent GB
Capacity Market contract and allows us to consider raising
project-level debt financing.
The ERCOT electricity market includes locational energy
prices, as opposed to GB, Ireland and some mainland
European markets, where single wholesale electricity prices
apply across an entire grid. Locational energy prices offer
diversification opportunities within a grid and interesting
trading opportunities. The UK government included plans
for GB locational energy prices in its July 2022 review of
electricity market arrangements (REMA) consultation but,
given the regulatory and physical barriers that will need
to be overcome, an implementation timeline has yet to
be established. Our experience of various monetisation
strategies gathered in the US market is expected to help
formulate a more advanced trading strategy in GB.
Q: How did the Investment Manager overcome
challenges when entering new grids?
The ability to deploy in multiple grids is challenging and
requires resources dedicated to managing regulatory and
transactional challenges involved with cross-jurisdictional
interfaces. The Investment Manager has built specialised
relationships to help navigate the specific regional conditions
in each of the five grids the Company is currently invested
in and has engaged with appropriate legal, technical and
financial advisers to maximise value for shareholders through
diversification across multiple jurisdictions. In addition, the
incumbent developer / DNO maintains a minority stake in
the Cremzow asset, and Avantus, the developer of Big Rock,
is working alongside the Investment Manager to assist with
the deliverables of the project. The Investment Manager also
has US-based employees overseeing the construction of the
Company’s US projects.
The Investment Manager prioritises acquisitions of operational
assets when entering a new market, if such projects are
available. That is evidenced by the acquisition of Cremzow
in Germany and the Snyder/Westover/Sweetwater assets in
ERCOT. That helps us to learn the objective business case
quickly and helps evaluate greenfield project pipelines and
procure suitable energy storage systems more strategically.
Q: What is the Investment Manager’s view on
utilising leverage for energy storage?
The utility-scale energy storage market has evolved rapidly
in the last five to six years around a merchant revenue stack,
which meant there was limited appetite for lenders to provide
leverage to investments on attractive terms. As the market
has matured and lenders have become more familiar with
the energy storage business model, they have become more
comfortable lending against certain conservative revenue
assumptions, underpinned by fundamental grid demands.
Despite this progress, however, we don’t intend to take on
excess leverage to build-out our portfolio (with a limit of
30% of GAV, or c. £230, as set out within the Company’s
investment policy on page 38). Minimal debt is currently held
across the portfolio given the high interest rate environment,
which means that the Company is not servicing highly priced
debt. Resilience of the Company’s balance sheet is important,
especially when we are seeing revenue drop in some of the
grids the Company operates in. The Company expects to be
able to build out its portfolio with a maximum debt below the
30% thresholds and is continually working with lenders to
ensure appropriately sized facilities are in place to be utilised
when prevailing funding conditions are attractive to make
use of such leverage. We successfully increased our revolving
credit facility post period end from £15 million to £50 million,
with a four-year term, to support the construction of our next
phase of projects to be brought online in the coming months.
Q: What is your near-term focus?
Following a successful period of acquisitions (544.7 MW
during the reported period), our focus now is on the build-
out of our construction assets across multiple grids and
optimising the Company’s capital structure to finance this
capex through a combination of cash on balance sheet and
external debt.
Over 520 MW of Capacity is scheduled to come online by the
end of 2024 across GB, Ireland, Texas, and California, which will
successfully establish our presence across five grid systems.
The Investment Manager’s growing in-house technical teams
will allow us to deliver and optimally manage these projects at
competitive capex costs. We believe 2023 will serve as a prime
example of the benefits of diversification for investors.
Whilst progressing construction, based on the prevailing
interest rate environment, we continue to carefully evaluate
the business case of each pre-operational assets within the
portfolio. The reviews are based on the most recent revenue
trends, funding costs, and updated capital expenditures
towards commercial operations and timing of binding capital
commitments.
Annual Report for year ended 31 March 2023
25
Strategic Report
Gore Street Energy Storage Fund plc
Strategic Report
Q: How do you see dividend cover evolving over the
next two years?
The Company generated cash flow
7
of 6p per share which
translates into 4.8% cash yield per NAV or 5.5% cash yield
per share price as at 31 March 2023. The Company’s
dividend yield was 6.9% based on the 31 March 2023
closing share price.
The Company is following a strategy of acquiring assets at
the project rights stage and constructing them utilising in-
house technical expertise. This enables energy storage system
procurement at competitive costs and flexible battery system
design to accommodate future market uncertainty. In addition,
rather than taking a simple approach of replicating similar assets
in the same grid over and over, the Company entered new
geographies to deliver a diversified portfolio with less exposure to
single revenue drivers. While this approach requires longer lead
times, the superiority of the strategy is evidenced by the cashflow
of the operational portfolio, which only accounts for 30% of total
NAV and provided an 90%
8
operational dividend cover, based
on dividends paid in the period. On a consolidated fund level,
these operational assets provided 0.54x dividend cover for the
fund. Given the over 20-year life of energy storage projects,
management believes a careful approach to investment and
construction is prudent for energy storage.
The Company raised £150 million in April 2022. While this
reduced dividend coverage by 26.3%, raising equity capital
upfront enabled the Company to gain further financial
security without excessive reliance on external debt. It also
supported large strategic acquisitions at an attractive price
(over 500MW acquired during the reported period).
The Company’s ability to cover its dividends through the
generation of revenues from its operational asset portfolio
undergoes significant change over the Company’s lifecycle.
Since inception of the fund, we have delivered on our promise
to pay a 7% dividend to investors each year, despite our
early-stage investments into pre-construction assets which
generate cashflows only when operational. Whilst our project-
rights acquisition strategy has allowed for industry-leading
levels of capex per MW, exceptional capital discipline and a
robust foundation for high-performing operational assets, it is
a longer-term approach that prioritises growth over dividend
cover in the short term. Our strong belief in diversification
as a key strategy for success in the storage market meant
we focused on entering new geographies. This may have
prolonged the timeline for the buildout of our operational
portfolio, but we believe the revenues generated across five
grids or more will be the necessary basis to manage the
merchant volatility and ensure a stable dividend cover.
If revenues were to remain at the current level across each
grid, further operational capacity will need to be online to fully
cover dividends at both a portfolio and PLC (consolidated)
level. Currently, we are at a crucial juncture as a substantial
number of assets are poised to become operational in the
near future across multiple grids, with 130 MW scheduled to
come online in GB over the next six months, and the landmark
200 MW Big Rock project coming online in California 12
months after that. This strategic diversification and the
upcoming increase in operational capacity will leave us well
placed to cover dividends and drive sustainable growth.
Q: What is the Company’s exposure to each market in
which its assets operate?
The Company’s operational portfolio is split across four grids,
with 38% in GB, 34% in NI, 10% in ROI, 10% in Texas, and
8% in Germany.
The benefits of the Company’s diversification strategy were
seen this year in Ireland and Germany, where more lucrative
pricing in the first quarter of 2023 offset the subdued pricing
seen in GB, keeping the Company’s overall revenue stack
relatively constant. This is in line with the Company’s strategy
to be exposed to multiple uncorrelated revenue streams, which
is particularly important for a largely merchant asset class.
Q: Were available revenues as you expected during
the year?
As expected, seasonal variations played a significant role
in revenue generation for the financial year. GB and NI
provided the bulk of revenues in Q1, followed by a fall in NI
in Q2 caused by low SNSP at the same time as an uptick in
Germany and the US.
Portfolio revenues began to dip in Q3 but were supported
by a resurgent NI portfolio thanks to higher SNSP caused by
more wind. The final quarter weighed heavily on the overall
portfolio, with GB revenues 55% lower than the average
of the previous three quarters; however, during this time,
revenue was highest in NI.
These results highlight the importance of our geographically
diversified strategy, further endorsed by market saturation in
GB towards the end of 2022 and into 2023.
Q: Why delay the construction of assets in Texas, and
how do you expect this delay to impact returns?
As the Investment Manager is responsible for the sustainable
delivery of assets for the Company, we continually evaluate
the macroeconomic conditions that could impact future
capital expenditure. Following the macroeconomic events of
the reporting period that resulted in a high interest rate and
inflationary environment, the strategic decision was made
to optimise the construction schedule of our wider portfolio
based on targeted energisation dates and capacity. Prioritising
larger assets in GB (Stony, Ferrymuir, and Enderby in GB)
and Ireland (Porterstown II expansion), as well as Big Rock in
California and Dogfish in Texas, will allow us to bring (a total
of 521.8 MW) online while exploring opportunities to increase
the capacity of the 9.95 MW sites in the Perfect Power
portfolio, as we have done for the Company’s Irish assets.
We believe this updated construction schedule will reduce
overall capital expenditure – the largest cost associated with
energy storage assets – and have a positive impact on returns,
ultimately increasing value for shareholders.
26
7 Operational portfolio EBITDA minus holding company operating expenses plus
external net interest income
8 This figure is based on portfolio EBITDA only and does not include HoldCo or
PLC expenses
Strategic Report
Annual Report for year ended 31 March 2023
27
NAV Overview and Drivers
Figure 19: PLC NAV bridge April 2022 to March 2023 (£ millions)
TotalDecreaseIncrease
31 March
2022
NAV
Offering
proceeds
Offering +
Fund +
Subsidiary
Holding
Companies
Operating
Expense
Dividends Cash
Generation
Revenue
Curves
Inflation Discount
Rates
CM
Contracts
Awarded
Asset
Depreciation
and other
DCF changes
New
investments
to FV
31 March
2023
NAV
376
150
-17
-31
22
13
-11
14
30
556
200
250
300
350
400
450
500
550
600
31
-23
Cash generation during the reporting period resulted in an uplift of £31m in NAV. An additional £22m uplift was primarily driven
by updated forecasted revenue assumptions for the Company’s international assets during the reported period. In GB, although
the revenue curves saw an uplift in the September-end quarter, this was largely offset by a decrease seen in March-end forecasts.
Revenue curves were revised in line with merchant revenue forecasts received from third-party providers. New Capacity Market
contracts secured across the portfolio, in addition to merchant revenues, resulted in an uplift of £14m in the reported period.
The Manager has adjusted inflation rates and discount rates in response to the current inflationary and high-interest-rate environment
across the portfolio. Changes in inflation rates impacted forecasted revenues and operational expenses, creating a £13m uplift in NAV.
The Manager has updated assets’ discount rates across the portfolio according to their respective grid and operational status. Changes
in discount rates have resulted in a net reduction of £11m in NAV for the reported period.
Other DCF changes and asset depreciation across the portfolio have resulted in a reduction of £23m in NAV. These include changes in
opex and capex pricing, such as battery cell costs for repowering, grid capex, business rates, and EPC pricing.
Acquisitions in the period that sufficiently progressed in their lifecycles were brought to their respective fair values, which resulted in a
£30m uplift in NAV. Cumulatively, Net DCF changes¹ across the portfolio have resulted in a £47m uplift in NAV.
FV Breakdown by Grid
2
(in £m)
Construction
and pre-
construction
Operation
Great Britain 133.8
2
47.0
Ireland 9.4 74.3
Germany 16.7
ERCOT 6.6 23.0
CAISO 119.8
1
Net DCF changes refers to update in key valuation assumptions.
2
Excludes construction and pre-construction assets at book value.
Strategic Report
28
Gore Street Energy Storage Fund plc
Revenue forecasts
The Company sources revenue forecasts for uncontracted revenue from independent energy research houses and, where feasible,
adopts an average of multiple independent forecasts to present a more comprehensive view. The Company also considers the advice
of independent consultants and route-to-market providers. This approach has given shareholders visibility on value which has been
proven to be closest to actual revenue generation among listed peers.
Great Britain
GB assets’ valuations are derived from ancillary services, trading, Capacity Market contracts and other revenue sources (such as
TNUoS benefit). All forecasts have been updated using data provided by third-party providers. The price forecasts for ancillary
services and trading are illustrated in the blended curve shown in Figure 20.
During the reported period, the Manager also secured one year T-4 Capacity Market contracts for Hulley, Lascar, Larport, and the
Ancala assets, one 15-year T-4 contract for the Middleton asset and one year T-1 Capacity Market contracts for Port of Tilbury, Stony
and Ferrymuir.
Ireland
Northern Ireland asset valuations use third-party curve averages for all revenue streams and third-party data for DS3 tariffs. Revenues
are derived from the DS3 uncapped regime until 2025 and, from 2026 onwards, use a combination of ancillary services, trading, and
Capacity Market revenue forecasts. The Investment Manager has secured Capacity Market contracts from 2023 to 2027; therefore,
those contracted prices are used to calculate the revenue for those periods.
Republic of Ireland asset valuations use third-party curve averages for ancillary services, trading, and Capacity Market revenue
forecasts. Secured Capacity Market contracts are integrated into the model for the years applicable. DS3 Capped contracts are used
as inputs in the models for relevant assets.
Germany
German asset valuations are derived from FCR revenue assumptions based on the central case of third-party forecasts.
ERCOT
ERCOT asset valuations are derived from the central case of a third-party research house and include revenues from trading and
ancillary services.
CAISO
CAISO asset valuations are derived from the central case of a third-party research house and include revenues from trading and
ancillary services.
Resource Adequacy revenues are based on expected future contracts expected to be secured by the Investment Manager based on
bilateral discussions with load serving entities.
Strategic Report
Annual Report for year ended 31 March 2023
29
Figure 20 showcases revenues across various grids alongside the weighted average revenue for the Company’s ancillary services and
trading. The forecast revenues shown are weighted averages of various duration assets. The weighted average revenue is calculated
using the operational capacity of the portfolio over the years across various grids. It gives a comprehensive picture of the forecasted
revenue of the operational portfolio and the benefits of the diversified revenue streams:
Figure 20: Blended Curve of Ancillary Services and Trading, by Grid and Portfolio Weighted Average
US NI ROI Portfolio Weighted Average
Yearly intervals 5-year intervals
GERGB
0
50
100
150
200
250
Dec-23 Dec-24 Dec-25 Dec-30 Dec-35 Dec-40 Dec-45 Dec-50
£000s/MW/Yr
Fast-evolving markets see higher
forecasts in the short term
Change in revenue levels in ROI due
to Porterstown Expansion starting
to earn DS3 uncapped revenue
The revenues displayed within the graph are real as of 2022.
Table 10: MW Capacity by Grid in Respective Years
Dec-23 Dec-24 Dec-25 Dec-26
Great Britain 239.5 296.5 296.5 496.5
United States 29.9 304.9 344.7 344.7
Germany 22.0 22.0 22.0 22.0
Northern Ireland 100.0 100.0 100.0 100.0
Republic of Ireland 30.0 90.0 120.0 210.0
Inflation
In response to the current inflationary environment, the Investment Manager has revised the CPI assumptions across the portfolio, which
now reflect short-term and long-term rates for each grid. These updated assumptions impact both the applicable revenue contracts in
place, anticipated inflationary hikes in merchant revenue prices, and increases in operational expenses.
Table 11
CPI Assumptions 2023 2024 2025+
Great Britain 5.4% 3.0% 2.5%
Europe 4.8% 3.0% 2.5%
United States 3.9% 3.0% 2.5%
Strategic Report
30
Gore Street Energy Storage Fund plc
Discount rates
The weighted average discount rate across the portfolio increased to 10.1% from 8.3% in 2022. This increase reflects rising interest
rates and supply chain concerns.
Pre-construction and construction phase discount rates are applied depending on construction progress prior to start of commercial
operations and operational phase discount rates are applied once commercial operations have started. The discount rate matrix used
by the Investment Manager is set out below:
Table 12
Discount Rate Matrix Pre-construction phase Construction phase Operational phase
Contracted Income 10.35-10.75% 9.0-10.0% 7.0-9.0%
Uncontracted Income 10.35-10.75% 9.0-10.0% 8.5-9.0%
MW 694.8 186.8 291.6
Operating expenditures
Notable increases in operating expenses include:
Business rates: Local councils in GB and NI had set fixed rateable values for properties until revaluations that came into effect in
April 2023, post the reporting period. The increase in business rates resulting from this revaluation was reflected in the GB and NI
portfolio valuations.
New prices associated with O&M and asset management contracts have been reflected.
Capital expenditure
Capital-intensive items, such as grid and EPC contracts secured at the project level, were reflected in valuations in line with their
contract prices. Forecasted capital expenditures relating to inverter replacements and battery augmentation (determined by the
degradation profile of the asset) are underwritten using third-party forecasts. Although these reflect higher cell and equipment costs in
the short term, valuations have not been materially affected by these due to the timeframe of these capital works, typically scheduled
to occur between 7-15 years of operation.
The Investment Manager has been assessing EPC contract options for the pre-construction and construction portfolio, specifically
regarding EPC providers and the optimal duration of its projects.
The graph below is illustrative and is based on expected capex costs. Where costs are uncontracted capital expenditures values included in
the graph may be subject to change.
Figure 21: Capital deployment schedule
0
50,000
100,000
150,000
200,000
250,000
Jun
23
Sep
23
Oct
23
Nov
23
Dec
23
Jan
23
Feb
24
Mar
24
Apr
24
May
24
Jun
24
Jul
24
Aug
24
Sep
24
Jul
23
Aug
23
Cumulative Capex
Total Contracted Capex
Total Uncontracted Capex
Cumulative Contracted Capex
(£000s)
Figure 21 presents the capex to be invested, based on the funding requirements for constructing the 522 MW of capacity targeting energisation by December 2024, and
includes milestone payments for portfolio assets with energisation targets beyond this period. The Company's cash balance as of 31 March 2023 was £123.7m, which is
sufficient to meet all existing contractual obligations.
Strategic Report
Annual Report for year ended 31 March 2023
31
The NAV of the Company's construction and pre-construction portfolio, which has been reflected at fair market value, is £376k/MW,
driven by progress in construction work and acquisitions during the period. The construction portfolio refers to Stony (energisation process
scheduled to begin at the end of July 2023), Ferrymuir, Enderby, Porterstown Expansion, Mineral Wells, Mesquite, Cedar Hills, Wichita Falls,
Kilmannock Phase 1, Middleton and Big Rock. The Company is expecting to build out the portfolio of prioritised assets³ at a competitive
weighted average cost of £617k/MW and £510k/MWh.
As a leading global player in the energy storage market, the Manager prioritises fire and general safety measures. During the period, the
Manager performed site security upgrades across four sites within its GB and all the Irish operational assets.
Energisation and commissioning timelines
Given the macro environment and future capital expenditure projections, the Manager has made a decision to optimise asset build
out based on targeted energisation date and capacity. The Investment Manager strategically decided to prioritise the following assets:
Stony, Ferrymuir, and Enderby in GB; Big Rock in California; Porterstown II expansion; and Dogfish in Texas (a total of 521.8 MW).
In the near term, the Investment Manager will prioritise larger assets over the 9.95 MW sites in the Perfect Power portfolio. The
Investment Manager is exploring opportunities to increase the capacity of the Perfect Power portfolio, similar to the expansion projects
announced for the Company’s Irish assets.
The Manager has worked to mitigate construction delays across the portfolio stemming from supply chain issues and grid operator
bottlenecks, however, some of the construction portfolio is facing delayed energisation. As of the date of publication, the energisation
process for Stony is due to commence on 31 July 2023 and Ferrymuir is now expected to be online in September-end 2023. Enderby
will follow in June 2024 and Kilmannock in December-end 2025 due to delayed grid connections. Middleton remains to be on track
for energisation in December-end 2026.
Key sensitivities
The NAV sensitivities shown in the table cover the critical macroeconomic factors and valuation assumptions that affect the NAV of the
portfolio. The value of the portfolio broadly rises with an increase in inflation, lowering of discount rate, weakening of the pound and a
decrease in EPC pricing secured for assets yet to be built out.
a. Inflation rate: +/- 1.0%
b. FX volatility: +/- 3.0%
c. Discount rate: +/- 1.0%
d. EPC costs +/- 10.0%
NAV Sensitivities Table
Region
NAV in Base
Case (With
DCF)
Inflation
+1.0%
Inflation
-1.0%
FX +3.0%
(£ stronger)
FX -3.0%
(£ weaker)
Discount
Rate +1.0%
Discount
Rate -1.0% EPC +10% EPC -10%
Northern Ireland
£55.0m
£59.4m £51.3m £54.2m £56.0m £51.8m £58.8m £54.7m £55.4m
Republic of Ireland
£28.6m
£33.2m £24.7m £28.5m £28.8m £22.7m £35.6m £26.9m £30.4m
Great Britain
£180.7m
£211.6m £153.1m n/a n/a £155.6m £210.4m £170.6m £190.8m
Germany
£16.7m
£17.5m £16.0m £16.4m £17.1m £16.1m £17.4m n/a n/a
Texas
£29.6m
£32.7m £26.9m £28.8m £30.5m £27.3m £32.2m £28.5m £30.7m
California
£119.8m
£131.3m £109.8m £116.3m £123.5m £108.3m £133.0m £113.3m £126.2m
3
Total portfolio of prioritised assets is expected to be 813.4 MW and 984.1 MWh
Strategic Report
32
Gore Street Energy Storage Fund plc
NAV Scenarios
The NAV scenarios demonstrate the change in the value of the portfolio when considering alternate scenarios, such as utilising high case and
low case revenue forecasts, valuing the portfolio using peer proxy funds’ assumptions and applying operational discount rates for projects in
construction.
Forecasts from independent research houses have been used to derive the valuation for both the high and low cases reported.
The peer revenue assumptions scenario is based on publicly disclosed information from comparable funds. The scenario represents the
value of the Company’s GB portfolio using future revenue data points of peer funds within the GB market as at 31 March 2023.
The last scenario illustrates the portfolio value of assets as they transition from construction stage to operational stage, reflecting the
reduction in risk in line with the valuation matrix.
a. Revenue Scenarios: NAV based on third-party high & low cases;
b. Valuation of GB portfolio using peers’ revenue assumptions:
c. Valuation of construction portfolio using operational discount rates
NAV Scenarios Table
Region NAV in Base Case
Revenue
(High Case)
Revenue
(Low case)
GB NAV Using Peer
Revenue Assumptions
Construction NAV Using
Operational Discount Rates
Northern Ireland £55.0m £60.3m £46.3m n/a n/a
Republic of Ireland £28.6m £34.8m £14.5m n/a £36.6m
Great Britain £180.7m £234.7m £112.8m £255.3m £231.7m
Germany £16.7m £20.7m £10.9m n/a n/a
Texas £29.6m £37.5m £23.2m n/a £31.8m
California £119.8m £123.1m £116.6m n/a £140.4m
Figure 22: NAV with dividend progression
NAV per share (pence)
Cumulative dividends paid (pence)
Dividends NAV per Share
0
5
10
15
20
25
30
35
90
95
100
105
110
115
120
Jun-end
2018
Sep-end
2018
Dec-end
2018
Mar-end
2019
Jun-end
2019
Sep-end
2019
Dec-end
2019
Mar-end
2020
Jun-end
2020
Sep-end
2020
Dec-end
2020
Mar-end
2021
Jun-end
2021
Sep-end
2021
Dec-end
2021
Mar-end
2022
Jun-end
2022
Sep-end
2022
Dec-end
2022
Mar-end
2023
I’m delighted to report that the Company has continued to
deliver for shareholders through a focus on building a robust
and diversified portfolio during a historic year for the energy
market.
As the Company continued to pursue its strategy of delivering
a well-diversified market leading stream of income, built on
the lowest cost per MW/h installed and leading optimisation of
revenue opportunities, market developments around the world
demonstrated why our mandate to seek out investments across
different geographies is the correct approach.
The passing of the game-changing Inflation Reduction Act – the
most ambitious and important piece of climate legislation the
world has ever seen – validates the Company’s acquisitions
in the US over the reporting period. The under-construction
projects will benefit from investment tax credits (ITCs) covering
at least 30% of capital expenditure under the policy package
targeting $369bn towards energy security and climate change
initiatives.
The positivity around this legislation was offset by the outbreak
of war, with Russia’s invasion of Ukraine upending the European
market as gas prices increased. As countries previously reliant
on Russian gas race to lower their exposure to fossil fuels, the
need for energy storage will continue to grow as higher levels of
renewable generation are brought onto European grid systems.
We’ve already seen this reflected in a series of policy
recommendations made by the European Commission in March
2023, which all centred on deploying energy storage to support
the wider adoption of renewables.
This recognition of energy storage as the crucial technology to
underpin decarbonised and secure energy systems worldwide
shows that policymakers have caught up to what we’ve seen in
the technology all along. Our internationally diverse portfolio is
already well positioned to act on the increased opportunities we
expect to emerge while protecting the Company from seasonal
variations in revenue experienced in individual markets.
The Company’s GB portfolio, for example, performed well in the
first half of the reporting period thanks to our success across
ancillary services, which continued to play a dominant role in the
revenues available to energy storage systems. Strong revenues
from DS3 services in Ireland, meanwhile – mainly driven by
increased generation from renewables in winter months – meant
the Company’s Irish assets produced the highest revenue over
the year across the portfolio, mitigating a sharp decline in
revenue seen in GB in 2023 and insulating the Company on a
portfolio level.
This meant falling GB revenue, broadly in line with forecasts, had
a less severe impact on our portfolio due to the effectiveness of
our diversification strategy. I am pleased to report the Company
once again produced industry-leading returns, generating an
average of £157,000/MW/yr during the 2022 calendar year.
We are, therefore, confident that our growing international
presence will continue to deliver strong returns for our investors.
We have made significant progress in expanding our portfolio,
with 514.8 MW of construction and pre-construction phase
assets acquired during the period, bringing the total pre-
operational capacity to 881.6 MW. The Company has reached a
turning point at which the 25% operational capacity is expected
to become 70% by the end of 2024, with assets scheduled to
come online across the GB, ERCOT and CAISO grids.
The expanding portfolio further maximises our exposure to a
range of revenue streams, allowing us to explore debt options
across the portfolio, both in USD and GBP, including portfolio-
and asset-level debt. Project-level debt for the Big Rock project
is particularly interesting, given its unique revenue profile. Assets
in California’s CAISO market can generate up to 40% of revenue
from the Resource Adequacy mechanism, which delivers long-
term, inflation-linked revenues lasting up to 20years.
Following a period of acquisitions, we are now focused on
building out the Company’s construction portfolio. As previously
announced in February, the Company is well-funded for this,
utilising a combination of cash on balance sheet and the
judicious use of debt in line with the Company’s gearing policy.
Overall our balance sheet is best in class with very strong ratios
across the board.
Capital discipline remains a top priority, with capital expenditure
representing the most significant expense for renewable energy
solutions like energy storage. Due to the Company’s construction
portfolio size, we have strategically adjusted construction
schedules to capitalise on the expected decrease in capital
expenditure costs for the Company’s construction assets in
Texas and Kilmannock in Ireland. This was an economic decision
and aims to impact returns positively.
The Company’s ongoing expansion will continue to be supported
by the technical excellence cultivated within the Investment
Manager, as ensuring our systems under management are
available as much as possible will continue to be a key decider
of success. We are proud of our record over FY 2022/23
maintaining fleet availability above 95%, including the
operational assets acquired in new grids, further demonstrating
our ability to operate assets successfully across multiple
jurisdictions.
We continue to invest in our in-house resources at the
Investment Manager, which now has dedicated construction,
asset management, and commercialisation teams, as well as
providing the Company Secretary function, ESG, legal and
finance expertise. Internalising these functions has resulted in
higher efficiency and optimal delivery against our mandate and
will continue to support the Company during this next phase of
growth.
The Company’s NAV continues to show strong and incremental
growth, increasing from 109.1p/share (31 March 2022) to
115.6p/share (31 March 2023), reflecting a 12.3% NAV Total
Return for the reporting period. The valuation approach has
delivered a true picture to our shareholders of the portfolio's
worth whilst minimising the large volatility experienced by
peers and maintaining the management fee at the correct
level. In line with the Company’s progressive dividend target,
declared dividends for the period amount to 7.5p. With 75%
of the portfolio under construction, we remain positive about
delivering long-term value to shareholders as further operational
capacity is brought online.
Message from Alex O’ Cinneide
Dr Alex O’Cinneide
CEO of Gore Street Capital, the Investment Manager
Strategic Report
33
Annual Report for year ended 31 March 2023
Delivery against strategy
The reported period marked a milestone year for the Company.
Following a significantly oversubscribed fundraise, the
Investment Manager completed four new international projects
totalling 544.7 MW, bringing the total portfolio capacity to over
1.17 GW – cementing the Company as a globally diversified
energy storage player. The Company has delivered against its
growth and diversification strategy with entry into two new grids
in the US—ERCOT (Texas) and CAISO (California)—resulting in a
portfolio spanning five grids.
This US expansion began with its 69.7 MW acquisition in
ERCOT—a portfolio of three 9.95 MW operational sites and four
9.95 MW construction sites followed by the acquisition of the
Dogfish (75.0 MW) project, also in Texas, in January 2023. The
scale of the Company’s US pre-construction portfolio warrants
lower expected construction capital expenditure on a per MW
basis due to the economies of scale that can be achieved.
ERCOT is a high-growth market that remains an area of interest
for the Company.
In the GB market, the Company completed the 200.0 MW
Middleton acquisition, representing one of the largest
standalone storage acquisitions of its kind. The scale of this GB
acquisition further established the Company’s commitment to
invest in proven markets where its existing operational portfolio
has demonstrated success. It is also reflective of the type of
asset that our portfolio is geared to, relevant to the energy
system. Its size will help the Company achieve best-in class cost,
while being connected to the transmission network will allow it
to avail of cost savings and new revenue streams. We shall make
a decision over the next 12 months on what duration this asset
should be depending on factors such as capex and revenue
streams. To date our minimising of capex and duration in the GB
market has been proved correct again and again.
The final acquisition completed during the reported period
was the landmark 200.0 MW / 400.0 MWh acquisition of
Big Rock in CAISO – the Company’s first acquisition in this
market, furthering the geographical diversification of the
portfolio. CAISO is an attractive market featuring contracted
revenues through Resource Adequacy and merchant revenue
opportunities through trading and ancillary services. The project
is on track to meet its target energisation of December-end
2024.
Alongside the portfolio growth, the Manager has maintained a
focus on allocating capital for the buildout of the construction
and pre-construction portfolio. The successful commissioning
of Porterstown (30.0 MW/30.0 MWh) in January 2023 added
the Republic of Ireland to its EBITDA-generating jurisdiction. The
asset will benefit from contracted income for the first six years
of its operations under the DS3 Capped programme, further
diversifying the Company’s revenue stack and risk profile.
The Company has made further progress on the construction of
its near-term 186.8 MW GB portfolio, including the Stony (79.9
MW/79.9 MWh), Ferrymuir (49.9 MW/49.9 MWh) and Enderby
(57.0 MW/57.0 MWh) projects.
The Company secured lucrative Capacity Market contracts for
its GB and Irish assets in the February 2023 auction. In addition
to the one-year T-4 contracts secured for £63/kW for five of
its operational GB assets, the Company also secured a 15-
year T-4 contract for the Middleton asset and now has 15-year
contracts for the entire GB construction portfolio. The two 50.0
MW assets in NI secured contracts from 2022 until 2027, and
Porterstown in ROI secured a CM contract for 2026-2027.
Outlook
Over the next twelve months, we are focused on our portfolio
along the following areas:
1) bringing projects to operation at the lowest cost per MW/
MWh fully installed.
2) generating the highest revenue per MW/MWh in each of the
markets in which we are competing in.
3) utilising our economics of scale to materially increase EBITDA
margin.
4) creating increased capacity in our existing projects over the
original project size.
The Investment Manager’s focus has therefore transitioned
primarily to building out the Company’s 881.6 MW of
construction assets located across four grids and optimising the
capital structure of the Company. With 521.8 MW scheduled to
be commissioned by the end of 2024, the Company seeks to
optimise cash generation and, in turn, dividend cover.
The Manager is assessing project finance and Company leverage
structures to fund the buildout of the construction portfolio.
Lenders have become more comfortable with the prospect of
merchant revenues in the energy storage market after observing
a solid track record of operational and revenue performance
and an accelerated growth rate of key industry players. Debt
will enable more flexibility in capital deployment and improved
returns for shareholders. As of the date of publication, the
Company has increased its existing facility with Santander
from £15m to £50m. The Investment Manager is also actively
engaging other project-level debt providers to optimise the
capital structure of suitable assets.
The conviction on the long-term success of energy storage
continues to be based on the fundamental market drivers
of climate action and energy security, supported by policies
and legislation of several governments around the world. The
Manager will continue engaging with grid operators to explore
and capitalise on new revenue opportunities, such as National
Grid ESO’s “black-start” and ERCOT’s “ECRS” programmes
in GB and Texas, respectively. As discussions regarding the
future of the revenue stack remain ongoing, the Manager will
continue to assess the target duration of construction assets
in the procurement process. It is confident in its ability to
retrofit the three GB assets targeting energisation during the
next 12 months with additional duration should capex prices
and revenue opportunities align to create an advantageous
environment to do so. The large portfolio of construction assets
to be brought online in the near future will bolster the industry-
leading revenue generation already achieved by the existing
international fleet. The increased operational capacity and
resulting cash generation will support the progressive dividend
target and contribute to the Company's continued profitability
and support growth in Net Asset Value.
The reporting period has showcased the portfolios value and
ability to deliver consistently across multiple uncorrelated
energy systems. The forthcoming increase in operational
capacity will add to this established success and, combined with
the appropriate valuation applied to the Company’s revenue
forecasts, create significant value. These factors enable the
Company to allocate capital efficiently to meet the target IRR
outlined within its mandate while justifying appropriate asset
valuations.
The creation of this shareholder value allows the Company to
continue to deliver energy storage as the critical asset class
needed to integrate renewable generation contribute towards
global decarbonisation and, ultimately, drive forward the fight
against climate change.
34
Gore Street Energy Storage Fund plc
Strategic Report
Strategic Report
Annual Report for year ended 31 March 2023
35
Key Performance Indicators (“KPIs”)
The Board monitors the performance of the Investment Manager
using the following KPIs. The figures for the year are included in the
Key Metrics on page 1.
Valuation. The value of the Company’s portfolio is measured
using NAV and NAV total return.
Operational and Total Capacity. The capacity of the operational
portfolio is used to measure how the Company’s funds are being
invested, and how quickly assets become operational and capable
of generating cash. Total capacity is a measure of the portfolio’s
potential.
Portfolio financial performance. The revenue and EBITDA
generated by portfolio companies are used to track financial
performance.
Dividend yield. This KPI is directly linked to the investment
objectives target yield of 7%.
The Board also keeps the following topics under regular review.
Portfolio diversification. One of the benefits of the Company is
the ability for investors to invest in ESS across multiple grids. This
also helps spread risk.
Revenue diversification. To reduce risk, the Company’s
operational assets generate revenue from a variety of sources
including fixed, contractual income and fluctuating income.
Debt. Using debt to enhance shareholder returns is a key benefit
of investment trusts. It can also be used to fund acquisitions when
equity markets are unavailable.
Ongoing Charges Ratio. This is a way to measure the cost of
running the Company.
Strategic report
The Strategic Report sets out the Company’s strategy for
delivering the investment objective (on the inside front cover), the
business model, the risks involved and how the Board manages
and mitigates those risks.
It also details the Company’s purpose, values and culture, and
how it interacts with stakeholders. It incorporates the Key Metrics,
the Chair’s Statement and the Investment Manager’s Report,
which all together provide a balanced and comprehensive
analysis of the Company’s business during theyear.
Business model
The Company’s business model is focussed on delivering the
Company’s investment objective, in line with the investment
policy. The Board is responsible for:
(a) appointing the Investment Manager and other service
providers;
(b) reviewing strategy;
(c) oversight of the Investment Manager and service providers;
(d) risk management; and
(e) ensuring the Company remains attractive for shareholders.
Details of its oversight is included below.
The Board has appointed the Investment Manager, Gore Street
Capital Limited, to implement the investment policy. The
Investment Manager works with the Commercial Manager, Gore
Street Operational Management Limited, to invest and manage
the Company’s assets in line with the investment restrictions
and deliver investor value as per the investment objective while
spreading investment risk. Further information on the Investment
Manager and other service providers is included in the Directors’
Report.
Strategic Report
36
Gore Street Energy Storage Fund plc
Investment Model
The model used by the Investment Manager and Commercial Manager (together the “Manager” except where stated otherwise) to deliver
investor value in line with the investment policy is set out below.
Performance Optimisation, Responsible management,
and monitoring
The 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 Manager also monitors asset performance to ensure asset
availability for revenue contracts. The Manager 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.
Procurement and Construction
The Manager has an in-house procurement
team, with the legal and technical expertise to
negotiate all key contracts, for project engineering
and construction and obtaining 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.
Acquisition execution and onboarding of new assets/projects
The Manager’s team is comprised of professionals with experience in
finance, legal, asset construction, engineering, and operations. The Manager
manages the acquisition process from bid to close. It relies on third parties
to assist with 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 Manager is also
responsible for monitoring and integrating the Company’s health, safety,
environmental, social and investment objectives into the Company’s
acquisition model.
Asset identification and assessment
The Manager has assessed hundreds of projects
since the Company’s IPO to select opportunities
that meet the Company’s investment policy. As part
of its assessment of investment opportunities, the
Manager routinely runs market analyses on each
grid network within its geographical mandate. The
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 with 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
Manager has designed the Company’s
portfolio to be geographically diverse
with flexibility in mind so the Company
can acclimate to regulatory and
technologicalchanges.
1
2
3
4
Acquisition
execution and
onboarding
Procurement
and
Construction
Performance Optimisation,
Responsible management,
and monitoring
Asset
identification
and assessment
Strategic Report
Annual Report for year ended 31 March 2023
37
The Investment Process
The 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 Manager wishes
to proceed, its Investment Committee (detailed below) reviews
the project. 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.
Investment manager’s capability
MARKET LEADERSHIP
The 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. The Company has also entered energy
markets in Germany, Texas and California.
The Manager is comprised of industry experts and financial
professionals. They use their collective expertise and work
collaboratively alongside industry leaders on system design,
procurement, and asset construction. The investment
management
and commercial management teams have a
collective 131 years of experience working in the sector.
During the year, the Manager considered a large pipeline of
investment opportunities, and made 22 formal offers, four of
which were closed, as detailed in the Investment Manager’s
Report.
The Investment Committee
Alex O’Cinneide is CEO and Chair of the Investment Committee
of Gore Street Capital, which he founded in 2015 as a platform to
facilitate the deployment of renewable energy solutions. Alex’s career
has included senior roles at KPMG, Quorum European Partners,
Kleinwort Benson, Paladin Capital Group and sovereign wealth fund
Masdar Capital, where he served as Head of Investments and General
Manager for six years. Alex also holds academic qualifications from
Trinity College Dublin, the London Business School and the London
School of Economics and Political Science, culminating in a PhD that
analysed the effectiveness of renewable energy policy in the Republic
of Ireland and the UK. This expertise has allowed Alex to fulfil key
advisory roles for UNICEF, and on the boards of several organisations
across the global clean energy sector. He is also a trustee of the
London Irish Centre, a charity delivering welfare support and cultural
events for the capital’s Irish community.
Dr Alex O’Cinneide
(Chair)
Sumi Arima, Chief Investment Officer 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 Sumi 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, Sumi had been engaged in
various investment activities in solar and wind (onshore and offshore)
in Europe. He has a MFin from Princeton University and a BA in
Economics from the University of Tokyo.
Sumi Arima
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. Frank was recently
the Deputy Director General of the International Renewable Energy
Agency (“IRENA”), an intergovernmental organisation supporting
governments in their transition to a sustainable energy future. Prior to
IRENA, Frank was the Director of the Clean Energy Unit at Masdar – a
subsidiary of Mubadala, one of Abu Dhabi’s sovereign wealth funds –
where he led the development and construction of renewable energy
projects worth more than $3bn. These included a solar plant in Abu
Dhabi, three in Spain, and the London Array, the largest offshore wind
park in the world when it was commissioned in 2013. He received his
MSc in Mechanical Engineering from Delft University of Technology.
Frank Wouters
Dan is a private equity and venture capitalist. Previously, he was the
CEO of Fortress Investment Group, a global asset management firm
with over US$50 billion invested in private equity, credit, and hedge
funds. Under his leadership, Fortress expanded its base to Asia and
the Middle East, acquired new business, eliminated corporate debt
while restoring shareholder dividends. Prior to Fortress, Dan was the
President and Chief Executive Officer of Fannie Mae, the USA’s largest
mortgage investor.
Dan Mudd
Strategic Report
38
Gore Street Energy Storage Fund plc
Integration of ESG into the investment
process
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 pure-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.
As a company focused on supporting the shift to low carbon
energy generation, the Company also seeks to include
environmental, social and governance (“ESG”) considerations
in the investment process, as well as on an ongoing basis when
managing the assets. This is highlighted in the investment
modelabove.
The Company reports on this in more detail in its annual
Sustainability Report. The report for the year ended 31 March
2022 is published here: https://www.gsenergystoragefund.com/
docs/librariesprovider22/archive/reports/2022_Gore-Street-
Energy-Storage-Fund-ESG-and-Sustainability-Report.pdf.
Thereport for the year ended 31 March 2023 is due to be
published in August 2023.
Its SFDR Annex IV report is included on page
95.
On an ongoing basis, the Company seeks to engage with its
stakeholders, as described in the s.172 statement below.
Investment policy
The Company will invest in a diversified portfolio of utility
scale energy storage projects. Individual projects will be held
within special purpose vehicles into which the Company will
invest through equity and/or debt instruments. Typically, each
special purpose vehicle will hold one project but there may
be opportunities where a special purpose vehicle owns more
than one project. The Company will typically seek legal and
operational control through direct or indirect stakes of up
to 100per cent. in such special purpose vehicles, but may
participate in joint ventures or acquire minority interests where
this approach enables the Company to gain exposure to assets
within the Company’s investment policy which the Company
would not otherwise be able to acquire on a wholly-owned
basis. In such circumstances the Company will seek to secure
its shareholder rights through the usual protective provisions in
shareholders’ agreements and other transactional documents.
The Company currently intends to invest primarily in energy
storage projects using lithium-ion battery technology as such
technology is considered by the Company to offer the best risk/
return profile. However, the Company is ultimately agnostic
as to which energy storage technology is used by its projects
and will monitor projects with alternative battery technologies
such as compressed air technologies, and will consider such
investments (including combinations thereof) where they meet
the investment policy and objectives of the Company.
The Company may invest cash held for working capital purposes
and pending investment or distribution in cash or near-cash
equivalents, including money market funds.
The Company intends to enter into hedging arrangements as
appropriate to seek to manage its exposure to foreign currency
risks associated with capital expenditure, interest rate risk
and risks relating to power prices as well as repayment of
intra-Group debts. The Company will not enter into derivative
transactions for speculative purposes.
The Company intends to invest with a view to holding assets
until the end of their useful life. However, assets may be
disposed of or otherwise realised where the Investment
Manager determines in its discretion, that such realisation is in
the interests of the Company. Such circumstances may include
(without limitation) disposals for the purposes of realising or
preserving value, or of realising cash resources for reinvestment
or otherwise.
Investment restrictions and spread of risk
The Investment Manager must manage the Company in line with
the investment policy and the following restrictions.
The Company does not have any borrowing restrictions in its
Articles but the Directors intend that the Company will maintain
a conservative level of borrowings with a maximum level of
Aggregate Group Debt of 50 per cent. of Gross Asset Value at
the time of drawdown of the relevant borrowings.
The Directors wish to clarify that, notwithstanding the above
flexibility, the Board’s gearing policy will firmly limit borrowings
to no more than 30 per cent. of gross assets at any time. If in the
future the Directors views on this policy were to change, they
will revert to shareholders for further approval.
For these purposes, the “Gross Asset Value” shall mean the
Company’s Net Asset Value increased by the amount of the
Aggregate Group Debt.
The Net Asset Value is the value of all the assets of the Company
less its liabilities, determined in accordance with the accounting
principles adopted by the Company from time to time.
The “Aggregate Group Debt” is the Groups proportionate share
of the outstanding third-party interest bearing borrowings of any
Group companies and any non-subsidiary companies in which
the Group holds an interest.
It is intended that debt will be secured at asset level or SPV
level, with parental company guarantees or other collateral
security, if any, provided at Company level. Debt arrangements
will ultimately depend on the structure adopted by the Company,
having consideration to key metrics including lender diversity,
debt type and maturity profiles.
It is the Company’s intention that no single project will have
an acquisition price greater than 20 per cent. of Gross Asset
Value (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 Gross Asset Value
(calculated at the time of acquisition).
The Company will target a diversified exposure with the aim of
holding interests in no fewer than 10 separate projects at any
one time once fully invested.
The Company may invest in projects in GB, Ireland, North
America, Western Europe, Australia, Japan and South Korea,
although it does not intend that the aggregate value of
Strategic Report
Annual Report for year ended 31 March 2023
39
investments outside GB and Ireland will be more than 60 per
cent. of Gross Asset Value (calculated at the time of investment).
Additionally, given the flexibility of batteries as an energy storage
technology, revenue diversification can be achieved through the
potential to “stack” a number of different income streams with
different counterparties, contract lengths and return profiles
through one project, such as frequency regulation services to
grid operators, as well as wholesale arbitrage to profit from intra-
day wholesale electricity prices.
The Company will further aim to achieve diversification within
the Company’s portfolio through the use of a range of third-
party providers, insofar as appropriate, in respect of each energy
storage project such as developers, EPC contractors, O&M
contractors, battery manufacturers, asset managers, landlords
and sources of revenue. In addition, each MW of a typical energy
storage project will contain a battery system which has a number
of battery modules in each stack, each of which is independent
and can be replaced separately, thereby reducing the impact
on the project as a whole of the failure of one or more battery
modules.
The Company will not invest in any projects under development
so that, save in respect of final delivery and installation of the
battery systems, all other key components of the projects are in
place before investment or simultaneously agreed at the time of
investment (such as land consents, grid access rights, planning,
and visibility of EPC and revenue contracts).
The Company will not invest in other listed closed-ended
investment funds.
The Company must not conduct any trading activity which is
significant in the context of its group as a whole.
These investment restrictions were not breached during the year.
Spread of risk is achieved using geographic,
asset and revenue diversification
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 five 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.
The Company may invest in projects in GB, Ireland, North
America, Western Europe, Australia, Japan, and South
Korea, although it does not intend that the aggregate value of
investments outside GB and Ireland, will be more than 60 per
cent. of Gross Asset Value (calculated at the time of investment).
The Company holds and operates a diversified portfolio of
lithium-ion energy storage assets in five markets, including
291.6 MW of operational assets and 881.6 MW projects at the
pre-construction or construction phase. 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, Texas, California,
Germany, and potentially other target markets.
As at the end of the year the Company held 27 projects, with
assets in four countries across five grids, and received revenue
from 16 revenue sources.
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.
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 Group’s
expanding portfolio.
During the fiscal year, the Company determined in light of the
energy storage market’s maturity, to increase its ability to use
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. Notwithstanding the investment restrictions, the
Company continues 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 £50 million facility held by
the Company’s subsidiary, GSES 1 Limited. The facility may be
used to for the construction of assets, and for general working
capital requirements.
Promoting the Company
The Company’s shares are traded on the Main Market of the
London Stock Exchange and are available for purchase from
a range of stockbrokers. The Company promotes its shares
through the Manager and the Joint Brokers, who meet with
existing and potential shareholders on a regular basis at one-to-
one meetings, roadshows and conferences.
The Investment Manager is available at all reasonable times
to meet with principal shareholders and key sector analysts.
Shareholders are encouraged to send questions to the Board
by contacting cosec@gorestreetcap.com, and meetings with
the Chair or other Board members are offered to professional
investors where appropriate.
Strategic Report
40
Gore Street Energy Storage Fund plc
Purpose, Values and Culture
PURPOSE
In line with its investment objective, the Company’s purpose is to
deliver income and 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 a lower carbon economy.
In addition to delivering financial returns to investors, the
Company’s underlying operations are designed to support
the environmental sustainability of global grid systems. The
Board and the Manager understand that the Company has
a broader responsibility to go beyond its environmental
contributions and to evaluate how best to integrate and improve
the environmental, social and governance frameworks of its
investments and operations.
VALUES
The Company’s values are aligned to its purpose and to the
standards expected of a Company listed on the Premium
Segment of the Main Market of the London Stock Exchange.
The Company's core values are:
To focus on the long-term sustainability of the business.
To act openly and transparently with all stakeholders,
fostering long-term relationships with transparency.
To combine entrepreneurial agility with the strength of a
listed company to reliably execute the Company’s purpose
and deliver its investment objective.
CULTURE
As the Company does not have employees, the Board’s focus
is on ensuring the Company’s key service providers are well
governed and have the right resources to deliver the services
they provide for the Company. In addition, the Board reviews
key service providers’ strategies and policies relating to
Environmental Sustainability, Social Impact and Governance to
ensure they are in line with the Company’s purpose and values.
The Board reviewed statements or policies from key service
providers on anti-bribery and corruption; Modern Slavery Act
2015 statements; equity, inclusion and diversity; and carbon
footprint, including greenhouse gas and energy usage reporting.
Energy storage is a relatively new area of investment. The
Board’s aim is to help ensure that the Manager is not only
meeting the industry standards but also aims to be a market
leader and demonstrate best practices when it comes to
engagement and responsibilities towards its stakeholders.
Corporate and Social Responsibility
DIVERSITY
As at 31 March 2023, the Board comprised three men and one
woman. No members of the Board were from an ethnic minority
background.
The Company has adopted a diversity and inclusion policy.
It applies to Board and committee appointments. 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, religion or socio-economic,
educational or professional background. 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.
As the Company is an investment trust with no employees or
senior management, and a small number of Directors, it will
aim to meet the board diversity targets set out in Listing Rule
9.8.6R(9) where possible.
As at 31 March 2023, the Company had not met the targets
relating to Board diversity relating to the percentage of women
on the Board or the number of individuals from a minority ethnic
background. As of 1 May 2023, Lisa Scenna joined the Board (her
details are on page 49), increasing the percentage of women on the
Board to 40%, in line with the target.
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 Directors provide this information to the
Company. The tables below detail this. As an investment trust,
with no executive management, the Company does not include
columns relating to executive management in the tables below.
Number
of Board
members
Percentage
of the Board
Number of
senior positions
on the Board
(SID and Chair)
Men 3 75% 1
Women 1 25% 1
Not specified/ prefer
not to say
0 0% 0
Number
of Board
members
Percentage
of the Board
Number of
senior positions
on the Board
(SID and Chair)
White British or other
White (including
minority-white groups)
4 100% 4
Mixed/ Multiple
Ethnic Groups
0 0% 0
Asian/ Asian British 0 0% 0
Black/ African/
Caribbean/ Black British
0 0% 0
Other ethnic group,
including Arab
0 0% 0
Not specified/
prefer not to say
0 0% 0
Strategic Report
Annual Report for year ended 31 March 2023
41
RELATIONS WITH SHAREHOLDERS
The Company places great importance on communication with
its shareholders and welcomes the views of shareholders. In
addition to the meetings and engagement with shareholders
described above, the Directors all attend the AGM and are
available to respond to questions from shareholders.
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 Manager. Shareholders may
also find Company information or contact the Company through
its website: www.gsenergystoragefund.com
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. It identifies as a low energy
user. However, the Company will be publishing a Sustainability
Report for the year ended 31 March 2023 which will include
emissions and energy usage data for the Company’s underlying
investments. Last year’s Sustainability Report is available here:
https://www.gsenergystoragefund.com/docs/librariesprovider22/
archive/reports/2022_Gore-Street-Energy-Storage-Fund-ESG-
and-Sustainability-Report.pdf.
The Company's SFDR Annex IV report is included on page 95.
Section 172 Statement
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 its business, especially with
regard to principal 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.
KEY STAKEHOLDERS
Stakeholder Why they are important and how the Company engages with them
Shareholders Shareholders own the Company and the Board is focused on delivering shareholder returns in line
with the investment policy. Shareholders and prospective investors are also key to implementing
the Company’s strategy. Engagement activities include obtaining shareholder and prospective
investor buy-in for delivery of strategic objectives.
The Company will continue to engage with shareholders in future either directly or via the
Company’s brokers and Manager.
The Manager (Investment Manager and
Commercial Manager)
The Investment Manager is responsible for the development and implementation of the
investment strategy, including the acquisition, origination, and execution of projects. The
Commercial Manager is responsible for management of the assets. Together they work to help the
Company meet the expectations of its investors and the targets in the Investment and Dividend
Policies.
The Board and the Manager maintain an ongoing open dialogue on key issues facing the
Company. This open dialogue takes the form of regular and ad hoc board meetings and more
informal contact, as appropriate.
Service providers and
contractors
The Company engages service providers who provide management, administration and other
services. The intention is to maintain long-term and high-quality business partnerships to ensure
stability while the Company pursues its growth strategy.
The Company and its investments are reliant on the 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.
Strategic Report
42
Gore Street Energy Storage Fund plc
Subcontractors and
the project supply chain
The Company’s service providers and contractors are dependent on other service providers and
suppliers. The Company is mindful that its subcontractors and project supply chain can affect
theCompany.
The Company selects contractors adhering to the highest standards in their respective fields and
requests reporting on the application of those standards on a regular basis.
Regulators, governments and grid operators The Company is subject to regulations in each of the geographies it operates in. 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. The Manager engages with regulators and grid operators on the
Company’s behalf.
Local communities and
the environment
The Board recognises the importance of the communities in which the Company operates. As the
Company develops assets closer to communities, it will ensure that its 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.
PRINCIPAL DECISIONS
Decision Stakeholder considerations
Payment of dividends and reduction of the share premium account
Dividend payments are approved by the Board on a quarterly basis based
on recommendations from the Manager and supported with analysis from
the Administrator.
The support includes considering the level of distributable reserves and
cash flow projections.
At the AGM in September 2023, the Board requested that shareholders
approve the reduction of the share premium account by £100 million, to
create distributable reserves. This was approved and the administrative
steps were completed during the year.
Meeting the Company’s target yield by distributing at least 7p per share to
shareholders is an area of focus for the Board.
The Board is also mindful of the need to balance short-term returns and
payment of dividends and longer-term growth delivered by continuing to
invest in the portfolio.
The Board also considers the need to meet the ongoing requirements of
the investment trust regime and ensures that dividends distributed also
meet the minimum required by the law.
AIFM agreement and Manager growth
During the year, the Board approved an amendment to the termination
provisions of the AIFM contract, and increased the notice period of the
Commercial Management Agreement.
The Board relied on the Company’s independent lawyers and brokers
to ensure the changes were in line with laws, best practice and in
shareholders’ best interests.
During the year, the Manager developed its capabilities with new hires
in the following teams: Investment, Commercial, Construction, Asset
Management, Investor Relations, Finance, Legal and Company Secretarial.
The Board relies on the Manager to effect the investment policy and
strategic objectives.
The contractual changes approved during the year provide greater
stability for the Company and for the Manager.
The Manager’s growth and development of a broader and deeper pool of
expertise facilitates its provision of advice and services to the Company
and the Board, which should benefit shareholders.
Expansion in the US (Texas and California)
The Board has supported the Investment Manager’s application of the
investment policy by diversifying the portfolio with further acquisitions
inTexas.
In addition, the Board directly approved the acquisition of the 200MW
site in Big Rock, California, to avoid any potential conflicts of interest
between the Manager and the developer.
By investing in the attractive pipeline of opportunities in the US,
the Company provides its shareholders with greater geographic
diversification, as well as access to a greater mix of sources of revenue.
The continued development allows the Company to strengthen its
relationships with service providers, contractors and suppliers.
Investments always require the Company and its advisers to engage with
regulators and governments and the grid operator, and consider the local
environment and communities.
Fundraising and capital management
At the start of the financial year, the Board approved the issue of
£150million of new shares, from the shareholder authority provided in
the prospectus issued on 29 March 2022.
The Board agreed that the Manager should also seek to use debt to
continue to finance the Company’s growth plans, as well as explore other
ways to raise funds.
Whenever the Board considers fundraising, the shareholders are the
key stakeholders. The Company must be able to deliver the investment
objective, and any growth must be managed in a way that is accretive to
existing investors.
By raising new funds that are used to further diversify the Company’s
sources of revenue, across new grids, the Board believes that
shareholders will benefit.
It also benefits the Company’s service providers, contractors and
suppliers, who can invest further in the sector, as well as grid operators,
who drive the demand for BESS.
Ultimately, further investment in energy storage benefits end consumers
as by reducing energy price volatility, and the environment, as BESS
helps renewable energy sources provide power in a more reliable way, so
reducing the need for carbon-intensive energy generation.
Strategic Report
Annual Report for year ended 31 March 2023
43
Risk Management and Internal Control
The Board is responsible for the Company’s system of risk management and internal control and for reviewing its effectiveness. The
Board has adopted a detailed matrix of principal risks affecting the Company’s business as an investment trust and has established
associated policies and processes designed to manage and, where possible, mitigate those risks, which are monitored by the audit
committee on an ongoing basis. This system assists the Board in determining the nature and extent of the risks it is willing to take in
achieving the Company’s strategic objectives. Both the principal risks and the monitoring system are also subject to robust review at
least annually. The last review took place in July 2023.
Although the Board believes that it has a robust framework of internal controls in place this can provide only reasonable, and not
absolute, assurance against material financial misstatement or loss and is designed to manage, not eliminate, risk.
Actions taken by the Board and, where appropriate, its committees, to manage and mitigate the Company’s principal risks and
uncertainties are set out in the table below.
*The “Change” column on the right highlights at a glance the Board’s assessment of any increases or decreases in risk during the year
after mitigation and management. The arrows show the risks as increased or decreased.
EMERGING RISKS AND UNCERTAINTIES
During the year, the Board also discussed and monitored risks that could potentially impact the Company’s ability to meet its strategic
objectives. These were political risk, and climate change risk. Political risk includes regulatory and legal changes impacting strategy,
and potential changes to national and cross-border energy policy. Climate change risk was reviewed during the year and following
its assessment, the audit and risk committee recommended and the Board agreed that climate change risk should be included in the
principal risks.
The Board has determined they are not currently sufficiently material for the Company to be categorised as independent principal
risks. The Board receives updates from the Manager, Company Secretary and other service providers on other potential risks that
could affect the Company. The Board also considered the uncertainties caused by the conflict in Ukraine, the threat of a global
recession and increasing energy prices although they are not factors which explicitly impacted the Company’s performance.
PRINCIPAL RISKS AND UNCERTAINTIES
Risk Description Mitigation and Management Change*
Changes to
Market Design
The Company’s assets generate revenue by delivering
balancing services to power grid operators in the United
Kingdom, Ireland, Germany, Texas and California. 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 cash flow 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 has assets in five grids to mitigate the
impact of one grid’s changes.
In addition, the Manager aims to stack revenue
contracts to vary the types of income streams received
from each system operator and within each market.
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,
amongst other things, 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, without a commensurate impact on
revenues, 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. 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 long-term Capacity Market
contracts of up to 15 years are index linked.
Strategic Report
44
Gore Street Energy Storage Fund plc
Risk Description Mitigation and Management Change*
Exposure to
Lithium-Ion
Batteries, Battery
Manufacturers
and technology
changes
The portfolio currently consists only of lithium-ion
batteries. The Group’s 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 portfolios market share of
revenues in the medium or long term. There is also a risk
that batteries might be unavailable due to delays caused
by supply chain issues.
The Company remains technology agnostic and
continues to evaluate other economically viable energy
storage opportunities to reduce 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, as well as mitigating any
potential supply chain issues.
Service Provider The Company has no employees and has delegated certain
functions to several service providers, principally the
Manager, Administrator, depositary and registrar. Failure
of controls, and poor performance of any service provider,
could lead to disruption, reputational damage or loss.
Service providers are appointed subject to due
diligence processes and with clearly documented
contractual arrangements detailing service
expectations.
Regular reports are provided by key service providers
and the quality of their services is monitored. The
Directors also receive presentations from the Manager,
depositary and custodian, and the registrar on an
annual basis.
Review of annual audited internal controls reports
from key service providers, including confirmation of
business continuity arrangements and IT controls, and
follow up of remedial actions as required.
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
used in the asset valuation process (such as energy
price forecasts) and to reassess its valuations on a
quarterly basis. In addition, to ensure the objective
reasonableness of the Company’s NAV materiality
threshold and the discount rates applied, a majority
of the 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.
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 to encourage collaboration
towards that target energisation date.
The Manager factors in delays by adjusting the
valuation on an ongoing basis.
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 Euros and US Dollars.
The Company will also guarantee future hedging
arrangements as appropriate to seek to manage its
exposure to foreign currency risks.
Strategic Report
Annual Report for year ended 31 March 2023
45
Risk Description Mitigation and Management Change*
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.
Physical and
transitional
climate-related
risks
The Company’s assets are located in several different
countries, some of which experience extreme weather,
which could have a physical impact on the assets and as
a result affect shareholder returns.
Climate change may also affect the development of
technologies, markets and regulations.
The Manager’s due diligence and site design processes
factor in climate change-related risks when selecting
sites and assets and designing systems to operate
within a range of temperatures.
The Manager reports to the Board on developments
in these areas regularly, including recommendations
for the Company to acclimate to technological, market
or regulatory change, including any driven by climate
change.
New
RISK ASSESSMENT AND INTERNAL CONTROLS REVIEW BY THE BOARD
Risk assessment includes consideration of the scope and quality of the systems of internal control operating within key service
providers, and ensures regular communication of the results of monitoring by such providers to the audit and risk committee, including
the incidence of significant control failings or weaknesses that have been identified at any time and the extent to which they have
resulted in unforeseen outcomes or contingencies that may have a material impact on the Company’s performance or condition.
No significant control failings or weaknesses were identified from the audit and risk committee’s ongoing risk assessment which has
been in place throughout the financial year and up to the date of this report. The Board is satisfied that it has undertaken a detailed
review of the risks facing the Company.
A full analysis of the financial risks facing the Company is set out in note 18 to the Financial Statements on pages 82 to 84.
Strategic Report
46
Gore Street Energy Storage Fund plc
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,
and financial risks such as counterparty risk, credit risk and
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. Whilst the Company’s articles of
association require that a proposal for the continuation of the
Company be put forward at the Company’s AGM, the Directors
have no reason to believe that such a resolution will not be
passed by shareholders.
GOING CONCERN
As at 31 March 2023, the Company had net current assets
of £121.5 million and had cash balances of £123.7 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,
costs relating to the acquisition of new assets and further
investments in existing portfolio Companies, all of which are
discretionary. The Company is a guarantor to GSES 1 Limited's
revolving credit facility with Santander. Subsequent to year end
this facility was increased from £15m to £50m, with an extended
term of four years to 2027. The Company had no outstanding
debt as at 31 March 2023.
The completed going concern analysis considers liquidity at the
start of the period and cash flow forecasts at both the Company
level and project level. These forecasts take into consideration
expected operating expenditure of the Company, expected cash
generation by the project companies available for distribution to
the Company, additional funding from the Company to project
companies, under construction, 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. Financial assumptions also include
expected inflows and outflows in relation to external debt held of
the Company or its subsidiaries.
The Directors have reviewed Company forecasts and projections
which cover a period of 18 months from 31 March 2023, and as
part of the going concern assessment have modelled downside
scenarios considering foreseeable changes in investment
and trading performance, which show that the Company has
sufficient financial resources.
The Directors consider the following scenarios:
A base case scenario considering expected Company
operating expenditure and dividends, and cash inflows and
outflows relating to subsidiary companies under the current
planned strategy to focus on build-out of existing construction
projects. This factors in expectations of available external
debt.
Although a simultaneous reduction in project companies’
revenue across the five grids they operate is not considered
likely, a plausible average reduction in base case revenue has
been considered as a downside scenario. This would result
in a reduction in cash flow available for distribution from
subsidiaries to the Company.
This analysis shows that, under both the base case and downside
scenarios, the Company is expected to have sufficient financial
resources available to meet current obligations and commitments
as they fall due for at least 12 months until 30 September 2024.
The Directors acknowledge their responsibilities in relation to
the financial statements for the year ended 31 March 2023 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
30 September 2024.
LONG TERM VIABILITY
In reviewing the Company’s viability, the Directors have assessed
the prospects of the Company over a period of five years to 31
March 2028. 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 have a reasonable expectation
that the Company will be able to continue in operation and meet
its liabilities over the period of five years.
In making this statement, the Directors have reviewed cash
forecasts over this period, taking into consideration base case
expectations and potential downside scenarios. The Directors
have also considered the current unlevered nature of the
Company and its subsidiaries and its capacity and ability to raise
further debt up to 30% of Gross Asset Value per internal policy.
The diversified nature of the portfolio, across 5 different grids,
has been taken into account when assessing concentration of
any prolonged downturns to the portfolio. In addition, mitigating
actions under severe downside scenarios have been considered,
such as the discretionary nature of dividends and ability to delay
uncontracted capital expenditure on build out of construction
phase projects in the portfolio. This assessment has not
considered the potential for further fundraising through equity
markets.
By order of the Board
Gore Street Operational Management Limited
Company Secretary
14 July 2023
Strategic Report
47
Annual Report for year ended 31 March 2023
Governance
Governance
48
Gore Street Energy Storage Fund plc
Pat Cox
Status: Independent Non-Executive Chair
Length of service: five years – appointed in
February 2018
Experience:
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., and holds non-executive
directorships of Supernode Ltd and Gresham
House Ireland Asset Management Ltd. He also
sits on the Boards of various think tanks and not-
for-profit organisations, including the Institute for
International and European Affairs, Ireland and the
Third Age Foundation Ireland.
Mr Cox served as a Member of the European
Parliament for Munster, Ireland, from 1989 to 2004,
becoming the leader of its Liberal Democrat Group
from 1998 to 2002 before holding the presidency
of the European Parliament between 2002 and
2004. He has been bestowed National Honours
by the Presidents of nine European countries, and
is a Commander of the Legion of Honour, France.
His ongoing work includes serving as European
Coordinator for the Scandinavian-Mediterranean
TEN-T Core Network Corridor and leading a
parliamentary reform programme with Ukraine.
Mr Cox 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.
Committee membership:
audit, management engagement (chair), and
remuneration and nomination committees
Annual remuneration:
£77,000 (with effect from 1 April 2023)
Number of shares held: 246,496
Caroline Banszky
Status: Senior Independent Non-Executive
Director
Length of service: five years – appointed in
February 2018
Experience:
Ms Banszky is currently a non-executive director
of IntegraFin Holdings plc, where she chairs the
Audit and Risk Committee. She is also a director
of the Benefact Trust Ltd and sits on their Finance
& Investment Committee; and a member of
the Investment Sub-Committee of The Open
University. She was previously a non-executive
director of 3i Group plc and a director of the UK
Stem Cell Foundation.
Formerly the Chief Executive of The Law
Debenture Corporation plc. from 2002 to 2016,
Ms Banszky 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 Ltd from 1995 to 1997, having joined the
bank in 1981. She originally trained at what is
now KPMG.
Committee membership:
audit (chair), management engagement, and
remuneration and nomination committees
Annual remuneration:
£57,000 (with effect from 1 April 2023)
Number of shares held: 50,000
Max King
Status: Independent Non-Executive Director
Length of service: five years – appointed on
22February 2018
Experience:
Mr King’s varied career in financial services
includes over 30 years in investment
management. He was responsible for the
investments of seven investment trusts during
his decade-long tenure as investment manager
at Finsbury Asset Management before moving
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 trained at Peat, Marwick
& Mitchell (now KPMG), he is currently a non-
executive director of Ecofin Global Utilities &
Infrastructure Trust plc and previously served
as a non-executive director of Henderson
Opportunities Trust.
Mr King, an economics graduate of Trinity College,
Cambridge, also writes regularly for MoneyWeek
and engages in several unpaid commitments.
Committee membership:
audit, management engagement, and
remuneration and nomination committees
Annual remuneration:
£47,000 (with effect from 1 April 2023)
Number of shares held: 50,000
The Board of Directors
Governance
Annual Report for year ended 31 March 2023
49
Tom Murley
Status: Independent Non-Executive Director
Length of service: five years – appointed on 22
February 2018
Experience:
Mr Murley was a director at London-based private
equity firm HgCapital from 2004 to 2016, where
he established a renewable energy investment
fund business that went on to raise and invest over
$1bn in equity across more than 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 to become Asper Investment
Management in December 2017.
In 2012 Mr Murley was appointed non-executive
director to the inaugural board of the UK Green
Investment Bank, where he also served on the
investment committee, and remained on the Board
until privatisation 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
based in New York and Amman, Jordan.
Mr Murley was a lawyer between 1993 and 2003
and later became Managing Director of EIF Group
in Boston Massachusetts, one of the first energy
infrastructure funds. He has a History degree
from Northwestern University in Evanston, Illinois,
and a Law Degree, with honours, from Fordham
University in New York.
Committee membership:
audit, management engagement, and
remuneration and nomination (chair) committees
Annual remuneration:
£45,000 (with effect from 1 April 2023)
Number of shares held: none (Mr Murley is US
resident and is restricted from buying shares in
the Company)
Lisa Scenna
Status: Independent Non-Executive Director
Length of service: appointed 1 May 2023
Experience:
Lisa Scenna is an experienced executive and
non-executive director in listed and private sector
organisations across real estate, infrastructure,
construction and funds management in the UK,
Europe, Australia, Canada and Middle East. She
has held sector specific executive roles in the
property, infrastructure and fund management
sectors with Stockland and Westfield in Australia,
and Laing O’Rourke and Morgan Sindall Group in
the UK. She is currently a non-executive director
with Cromwell Property Group, Genuit Group plc
and Harworth Group plc, as well as an Advisory
Board Member of Stories Partners.
Lisa has previously been non-executive director
for the charity Hub Community Foundation
and Deputy Chair for The Private Infrastructure
Development Group, a platform investing in
infrastructure on behalf of various government
agencies, including UK and Australia. Lisa is a
Fellow of Chartered Accountants Australia and
New Zealand and a Member of the Australian
Institute of Company Directors.
Committee membership:
audit, management engagement, and
remuneration and nomination committees
Annual remuneration:
£45,000 (from appointment date on 1 May 2023)
Number of shares held: none
Governance
50
Gore Street Energy Storage Fund plc
Directors’ Report
The Directors submit their report and the audited financial
statements of the Company for the year ended 31 March 2023.
Directors and officers
CHAIR
The Chair is an independent non-executive Director, responsible for
leadership of the Board and ensuring its effectiveness. The Chair’s
other significant commitments are detailed on page 48. He has no
conflicting relationships.
SENIOR INDEPENDENT DIRECTOR (“SID”)
Caroline Banszky is the Board’s SID and has held the position since
July 2022. She acts as a sounding board for the Chair, meets with
major shareholders as appropriate, provides a channel for any
shareholder concerns regarding the Chair and takes the lead in the
annual evaluation of the Chair.
COMPANY SECRETARY
Gore Street Operational Management Limited provides company
secretarial support and governance advice to the Board and Chair.
The Company Secretary is responsible for regulatory compliance
and supporting the Board’s continuing obligations with respect to
corporate governance.
The Company Secretary also manages the Company’s relationship
with the Company’s service providers, except for the Investment
Manager and the Commercial Manager.
Shareholders are invited to contact the Company Secretary with
any questions for the Board at cosec@gorestreetcap.com. Any
questions relating to individual shareholdings should be directed to
the Company’s Registrar at 0370 703 6253.
Role and operation of the Board
The Board (of five Directors, listed on pages 48 and 49) is the
Company’s governing body. The Board is 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. Ithas overall
responsibility for the Company’s activities including its strategy
and investment activities. The Board is collectively responsible to
shareholders for the Company’s long-term success.
The Board is responsible for appointing and subsequently
monitoring the activities of the Manager and other service providers
to ensure that the investment objective of the Company continues
to be met. The Board also ensures that the Manager adheres to
the investment restrictions set by the Board and acts within the
parameters it sets in respect of any gearing. The Strategic Report
on pages 2 to 47 sets out how the Board reviews the Company’s
strategy, risk management and internal controls and also includes
other information required for the Directors’ Report, and is
incorporated by reference.
A formal schedule of matters specifically reserved for decision by
the Board has been defined and a procedure adopted for Directors,
in the furtherance of their duties, to take independent professional
advice at the expense of the Company. The Chair ensures that all
Directors receive relevant management, regulatory and financial
information in a timely manner and that they are provided, on a
regular basis, with key information on the Company’s policies,
regulatory requirements and internal controls.
At the quarterly Board meetings Directors review investment and
asset management performance, financial reporting and services
provided by third parties. Additional meetings are arranged when
needed.
The Directors’ conflicts of interest policy requires Directors to
disclose all actual and potential conflicts of interest as they arise
for consideration and approval by the Board. The Board may
impose restrictions or refuse to authorise such conflicts if deemed
appropriate. No Directors have any connections with the Manager,
shared directorships with other Directors or material interests in
any contract which is significant to the Company’s business.
BOARD COMMITTEES
The Board has delegated certain functions to committees. The roles
and responsibilities of these committees, together with details of work
undertaken during the year under review, are outlined in their reports.
The reports of the audit committee, management engagement
committee, and remuneration and nomination committee are
incorporated into and form part of the Directors’ Report.
The Investment Manager
Gore Street Capital Limited, the Investment Manager, acts as the
Company’s authorised investment fund manager (“AIFM”) and
investment manager. It is authorised and regulated by the Financial
Conduct Authority. It provides the Company with investment
management and risk management services as set out in the AIFM
Agreement, which is governed under the laws of England and Wales.
The Investment Manager 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.
For the year ended 31 March 2023, the Investment Manager was
entitled to receive an investment management fee, an AIFM fee,
and if certain conditions were met, a performance fee.
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 NAV. Adjusted NAV is NAV minus
“Uncommitted Cash”, where Uncommitted Cash means all cash
on the Company balance sheet that has not been allocated for
repayment of a liability on the balance sheet or any earmarked
capital costs of the Company or any of its subsidiaries. Inaddition,
the Investment Manger receives a fee of £75,000 per annum for
acting as AIFM, and receives £667 for each Annex IV report filed on
behalf of the Company.
The Investment Manager is also entitled to a performance fee of
10% of any outperformance of the NAV over an annual hurdle
Governance
Annual Report for year ended 31 March 2023
51
of 7%, provided that the closing NAV per share exceeds the high
water mark NAV at the date the last performance fee was paid. The
performance fee is capped at 50% of the annual management fee.
The AIFM Agreement can be terminated by either party on
12 months’ notice by either party, as well as in certain other
circumstances such as breaches or insolvency.
During the year, and with effect from 16 December 2022 the
termination provisions in the AIFM Agreement were varied such
that in the specific event of a takeover offer for the Company
becoming wholly unconditional the AIFM Agreement will terminate
automatically with no requirement for notice to be served and the
Investment Manager will be entitled to a performance fee equal
to 20 per cent. of the amount (if any) by which the offer price
multiplied by the number of ordinary shares in issue exceeds the
prescribed benchmark for payment of a performance fee, such
fee to be capped at 3.49% of NAV in the financial year to 31
March 2023 and 3.99% of NAV thereafter (the ‘Exit Performance
Fee’) plus a fee equal to 1percent. of Adjusted NAV; or where
no Exit Performance Fee is payable, the Investment Manager will
instead be entitled to a fee equal to 2 per cent. of Adjusted NAV
(the ‘Minimum Takeover Fee’). If the aggregate amount of any Exit
Performance Fee payable plus 1 per cent. of Adjusted NAV is less
than the Minimum Takeover Fee, then the Investment Manager
shall instead receive the Minimum Takeover Fee.
The management engagement committee reviewed the
performance of the Investment Manager during the year under
review and agreed that the Investment Manager continues to have
the appropriate depth and quality of resource to deliver superior
returns over the longer term. The Board received, and approved,
the recommendation that Investment Manager’s appointment
under the terms of the AIFM agreement is in the best interests of
shareholders as a whole.
For details of the fees paid to the Investment Manager, please refer
to note 6 on page 75.
THE COMMERCIAL MANAGER
Gore Street Operational Management Limited (the Commercial
Manager) has been appointed to provide various commercial services
to the Company, including asset management and construction
oversight, as well as administrative, accounting and company
secretarial support.
THE DEPOSITARY
Indos Financial Limited is the Depositary to the Company. It is
authorised and regulated by the Financial Conduct Authority.
AsDepositary it is responsible for oversight of the Company and
Investment Manager, cash-flow monitoring, and record keeping and
verification of assets.
THE ADMINISTRATOR
Apex Group Fiduciary Services (UK) Limited (previously Sanne
Group Fiduciary Services (UK) Limited) (“Apex”) is Administrator to
the Company.
During the year ended 31 March 2023, as Administrator, Apex on
behalf of the Directors, was responsible for the maintenance of
accounting records, preparation of the annual financial statements,
cash management services comprising processing and making
payments for the Company and the calculation, in conjunction with
the Investment Manager, of the Net Asset Value of the Company.
Corporate Governance Code disclosures
The Board has considered the Principles and Provisions of the AIC
Code of Corporate Governance (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 Company has complied with the Principles and Provisions of
the AIC Code. The AIC Code is available on the AIC website (www.
theaic.co.uk). It includes an explanation of how the AIC Code adapts
the Principles and Provisions set out in the UK Code to make them
relevant for investment companies.
The Financial Conduct Authority requires all UK listed companies
to disclose how they have complied with the provisions of the UK
Code. This statement, together with the Statement of Directors’
Responsibilities, viability statement and going concern statement
set out on pages 59 and 46 respectively, indicates how the
Company has complied with the principles of good governance
of the AIC Code and its requirements on internal control. The
Strategic Report and Directors’ Report provide further details on
the Company’s internal controls (including risk management),
governance and diversity policy.
The Board confirms that the Company has complied with the AIC
Code during the year under review.
Revenue and Dividends
The financial statements of the Company for the period appear
from page 66. Total Comprehensive income for the year 31 March
2023 was £63,412,295 (31 March 2022 £42,527,570). The
Directors have approved a fourth interim dividend of 1.5 pence per
share be paid, bringing the total dividend in respect of the period
ended 31 March 2023 to 7.5 pence per share (7 pence per share
31 March 2022), in line with the Dividend Policy.
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.
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).
Dividends are paid quarterly, and the Company will target a
dividend of 2.0 pence per Ordinary Share for the first three
interim dividends in each financial year and the amount of the final
dividend will depend on the overall annual dividend target for that
financial year. Investors should note that the 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.
Shareholders are invited to approve the dividend policy at each AGM.
Governance
52
Gore Street Energy Storage Fund plc
Other required Directors’ Report
disclosures under laws, regulations, and the
AIC Code
STATUS
The Company was incorporated on 19 January 2018 and carries
on business as an investment trust. Its shares are listed and
admitted to trading on the premium segment of the main market
of the London Stock Exchange on 25 May 2018. It has been
approved by HM Revenue & Customs as an investment trust in
accordance with section 1158 of the Corporation Tax Act 2010,
by way of a one-off application and it is intended that the Company
will continue to conduct its affairs in a manner which will enable
it to retain this status. The Company is domiciled in the UK and is
an investment company within the meaning of section 833 of the
Companies Act 2006. The Company is not a “close” company for
taxation purposes.
It is not intended that the Company should have a limited life
but the Directors consider it desirable that the shareholders
should have the opportunity to review the future of the Company
at appropriate intervals. Accordingly, the articles of association
contain provisions requiring the Directors to put a proposal for the
continuation of the Company to shareholders every five years. The
next continuation vote is due to be proposed at the forthcoming
AGM. Details are included in the Chair’s Statement on page 2 and
the AGM Recommendations on page 88.
SHARE CAPITAL AND SUBSTANTIAL SHARE INTERESTS
As at 31 March 2023, 481,399,478 Ordinary Shares were in
issue (31 March 2022: 345,035,842) and no other classes of
shares were in issue at the respective 2022 and 2023 year end. No
shares are held in treasury. The total number of voting rights in the
Company as at 13 July is 481,399,478.
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.
No person holds securities in the Company carrying special rights
with regards to control of the Company.
Details of changes to the Company’s share capital during the year
under review are given in note 20 to the accounts on page 85. All
shares in issue rank equally with respect to voting, dividends and
any distribution on winding up. There are no restrictions on voting
rights.
As at 31 March 2023, the Company had received notifications in
accordance with the FCA’s Disclosure Guidance and Transparency
Rule 5.1.2R of the below interests in 3% or more of the voting
rights attaching to the Company’s issued share capital.
Shareholder
Ordinary
shares
Issued Share
Capital (%)
Rathbone Investment
Management Limited 65,919,864 13.69
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
AJ Bell 11,677,367 3.38
First Avenue Capital 11,658,249 3.38
Redmayne Bentley 10,972,508 3.18
Following the year end, and at the date of this report there have
been no changes to the interests disclosed above.
MEETINGS AND ATTENDANCE
The Board meets formally on a quarterly basis. The table below details
the meetings held during the financial year and Directors’ attendance.
In addition, there were eight ad hoc board meetings held during the
year, attended by those Directors available at the time. All Directors
attended the AGM.
Director Board
Audit
Committee
Remuneration
and
Nomination
Management
Engagement
Pat Cox 3/3* 3/3 2/2 0/0*
Caroline Banszky 3/3* 3/3 2/2 0/0*
Max King 3/3* 3/3 2/2 0/0*
Tom Murley 3/3* 3/3 2/2 0/0*
*due to a rescheduled meeting, the fourth quarterly board and management
engagement committee meetings were held after the end of the financial year. All
Directors attended those meetings.
DISCLOSURE OF INFORMATION TO AUDITOR
The Directors confirm that, as at the date of this report, they
have taken all the steps that they ought to have taken to make
themselves aware of any information needed by the auditor for the
purposes of the audit, and to establish that the auditor is aware of
that information. The Directors are not aware of any relevant audit
information of which the auditor is unaware.
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE
AND INDEMNITIES
Directors’ and officers’ liability insurance cover was in place for the
Directors throughout the year. The Company’s articles of association
provide, subject to the provisions of legislation, an indemnity for
Directors in respect of costs which they may incur relating to the
defence of any proceedings brought against them arising out of
their positions as Directors, in which they are acquitted or judgment
is given in their favour by the court. This is a qualifying third party
indemnity policy and was in place throughout the year under review
for each Director and to the date of this report.
By order of the Board
Gore Street Operational Management Limited
Company Secretary
14 July 2023
Governance
Annual Report for year ended 31 March 2023
53
Audit Committee Report
Scope
The committee is responsible for monitoring the integrity of
financial reporting, quality and effectiveness of external audit,
risk management and the system of internal control. The
committee reports and makes recommendations to the Board
after each meeting. Its terms of reference are available on the
Company’s website.
All Directors are members of the committee and Caroline
Banszky is its chair. The Board has satisfied itself that at least
one of the committees members has recent and relevant
financial experience and that the committee as a whole has
competence relevant to the sector in which the company
operates.
During the year, the committee agreed that it would be meeting
at least four times per year, to consider the annual and interim
reports and the unaudited quarterly NAVs. During the year it
met three times. Its effectiveness was assessed as part of the
Board evaluation and its terms of reference were reviewed
andupdated.
Approach
FINANCIAL REPORTS AND VALUATION
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.
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.
Reviewing the valuation of the Company’s investments prepared
by the Investment Manager and their underlying assumptions,
and review of the work of the independent valuer BDO LLP
biannually prior to making a recommendation to the Board on
the valuation of the Company’s investments.
AUDIT
Meeting regularly with the Auditor to review their proposed
audit plan and the subsequent audit report , including review
of any significant issues in relation to the financial statements,
Assessment of the effectiveness of the audit process and the
levels of fees paid in respect of both audit and non-audit work.
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. Monitoring and reviewing annually the Auditor’s
independence, objectivity, expertise, resources, qualification,
and non-auditwork.
RISK AND INTERNAL CONTROLS
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.
Undertaking a robust assessment of the Company’s principal
and emerging risks and uncertainties, and reviewing how they
are being managed and mitigated, as well as reviewing the
procedures are in place to identify, assess and monitor risk.
The committees work during the year
FINANCIAL REPORTS AND VALUATION
Calculation of the investment management fee and
performance fee
Consideration of methodology used to calculate the fees,
matched against the criteria set out in the AIFM agreement.
Overall accuracy of the annual report and accounts
Consideration of the draft annual report and accounts and
the letters from the Investment Manager and Administrator in
support of the letter of representation to the auditor.
Assessment of the Carrying Value of Investments and
quarterly NAVs
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 in the financial statements 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 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
2023 valuation. At the year end, the Company engaged BDO as
independent valuation advisors to help the committee form a view as
to the reasonableness of 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
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
committee and subsequently approved by the Board.
Governance
54
Gore Street Energy Storage Fund plc
The committee is satisfied that the key estimates and
assumptions used within the valuation model are appropriate
and that the investments have been fairly valued.
Fair, balanced and understandable
Reviewed the annual report and accounts to ensure that it was
fair, balanced and understandable.
Going concern and viability
Reviewing the impact of risks on going concern and longer-term
viability.
Recommendations to the Board
As a result of the work performed, the committee has concluded
that the annual report for the year ended 31 March 2023,
taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess
the Company’s position, performance, business model and
strategy, and has reported on these findings to the Board. The
Board’s conclusions in this respect are set out in the Statement
of Directors’ Responsibilities on page 59.
AUDIT
Effectiveness of the independent audit process and auditor
performance
Evaluated the effectiveness of the independent audit firm and
process prior to making a recommendation that it should be
re-appointed at the forthcoming AGM. Evaluated the auditor’s
performance against agreed criteria including: qualification;
knowledge, expertise and resources; independence policies;
effectiveness of audit planning; adherence to auditing standards;
and overall competence was considered, alongside feedback
from the Investment Manager and Administrator on the audit
process. The committee noted the auditor had demonstrated
its professional scepticism during the audit. The committee was
satisfied with the auditor’s replies.
Auditor independence
Ernst & Young LLP has provided audit services to the Company
since it was appointed on 19 September 2019. The auditors are
required to rotate the senior statutory auditor every five years.
There are no contractual obligations restricting the choice of
external auditors. This is the fifth year that the senior statutory
auditor, Caroline Mercer has conducted the audit of the
Company’s financial statements.
Audit results
Met with and reviewed a comprehensive report from the
auditor which detailed the results of the audit, compliance with
regulatory requirements, safeguards that have been established,
and on their own internal quality control procedures.
Meetings with the auditor
Met the auditor without representatives of the Investment
Manager or Administrator present. Representatives of the
auditor attended the committee meeting at which the draft
annual report and accounts were considered.
Provision of non-audit services by the auditor
The committee has reviewed the FRC’s Guidance on Audit
Committees and has formulated a policy on the provision of
non-audit services by the Company’s auditor. The committee
has determined that the Company’s appointed auditor will not
be considered for the provision of certain non-audit services,
such as accounting and preparation of the financial statements,
internal audit and custody. The auditor may, if required, provide
other non-audit services which will be judged on a case-by-case
basis. During the year, the only non- audit service provided
by EY was their review of the half year accounts/financial
statements. The committee was satisfied that the provision
of these non-audit services did not threaten the auditors’
independence.
Consent to continue as auditor
Ernst & Young LLP indicated to the committee their willingness
to continue to act as auditor.
Recommendations to the Board
Having reviewed the performance of the auditors as described
above, the committee considered it appropriate to recommend
the firms re-appointment. Resolutions to re-appoint Ernst & Young
LLP as auditor to the Company, and to authorise the Directors to
determine their remuneration will be proposed at the AGM.
RISK AND INTERNAL CONTROLS
Service provider controls
Reviewing the operational controls maintained by the Investment
Manager, Administrator, Depositary and Registrar.
Internal controls and risk management
Consideration of several key aspects of internal control and
risk management operating within the Manager, depositary and
registrar, including assurance reports.
Compliance with the investment trust qualifying rules in
S1158 of the Corporation Tax Act 2010
Consideration of the Administrator’s report confirming
compliance.
Principal risks
Reviewing the principal risks faced by the Company and the
risk matrix describing how they are managed or mitigated, as
described in the Strategic Report.
Emerging risks
Reviewing the emerging risks for the Company.
Recommendations to the Board
The committee’s assessment of internal controls and risks and
recommendation to the Board is set out on page 45 in the
Strategic Report.
Caroline Banszky
Chair of the Audit Committee
14 July 2023
Governance
Annual Report for year ended 31 March 2023
55
Management Engagement
Committee Report
Scope
The management engagement committee is responsible for
(1) the monitoring and oversight of the Investment Manager’s
performance and fees, and confirming the Investment Manager’s
ongoing suitability, and (2) reviewing and assessing the
Company’s other service providers, including reviewing their
fees. All Directors are members of the committee and Pat Cox is
its chair. Its terms of reference are available on the Company’s
website.
Approach
OVERSIGHT OF THE INVESTMENT MANAGER
The committee
reviews the Investment Manager’s performance, over the
short and long term, against the peer group and the market.
considers the reporting it has received from the Investment
Manager throughout the year, and the reporting from the
Investment Manager to the shareholders.
assesses management fees on an absolute and relative
basis, receiving input from the Company’s brokers, including
peer group and industry figures, as well as the structure of
the fees.
reviews the appropriateness of the Investment Manager’s
contract, including terms such as notice period.
assesses whether the Company receives appropriate
administrative, accounting, company secretarial and
marketing support from the Investment Manager.
OVERSIGHT OF OTHER SERVICE PROVIDERS
The committee reviews the performance and competitiveness
of the Company’s service providers on at least an annual
basis, including the Commercial Manager, Depositary, Brokers,
Registrar, Company Secretary and Administrator.
The committee also receives a report from the Company
Secretary on ancillary service providers and considers any
recommendations.
The committee notes the audit committees review of the auditor.
The committees work during the year
The committee undertook a detailed review of the Investment
Manager’s performance and agreed that it has the appropriate
depth and quality of resource to deliver superior returns over the
longer term.
The committee reviewed the management fees and agreed
they were appropriate. The committee noted the Board
had negotiated a change in the Investment Manager’s and
Commercial Manager’s terms of appointment during the
year, as disclosed in the Interim Report for the period ended
30September 2022 and described on page 50 of this report.
The committee reviewed the other services provided by the
Investment Manager and agreed they were satisfactory.
The annual review of each of the service providers was
satisfactory.
The committee noted that the audit committee had undertaken a
detailed evaluation of the Manager’s, registrar’s and depositary’s
internal controls.
Based on its assessment, the committee recommended, and the
Board agreed that the ongoing appointment of the Investment
Manager on the terms of the AIFM agreement was in the best
interests of shareholders as a whole.
The recommendations that the Company’s service providers’
performance remained satisfactory and that the fees paid to
the Investment Manager and other service providers remained
appropriate and in line with the market were both also approved
by the Board.
Pat Cox
Chair of the Management Engagement Committee
14 July 2023
Governance
56
Gore Street Energy Storage Fund plc
Scope
The committee is responsible for the recruitment, selection and
induction of Directors, their assessment during their tenure,
and the Board’s succession. It is also responsible for reviewing
Directors’ fees. Based on its review it makes recommendations
to the Board. All Directors are members of the committee and
Tom Murley is its chair. Its terms of reference are available on the
Company’s website.
Approach
RECRUITMENT
The committee prepares a job specification for each role, and
an independent recruitment firm is appointed. For the Chair
and the chairs of committees, the committee considers current
Board members too.
A job specification outlines the knowledge, professional skills,
personal qualities and experience requirements.
Potential candidates are assessed against the Company’s
diversity policy.
The committee discusses the long list, invites a number of
candidates for interview and makes a recommendation to
theBoard.
The committee reviews the induction of new Directors.
EVALUATION
The committee assesses each Director annually, and may use an
external Board evaluator every three years.
The evaluation focuses on whether each Director continues to
demonstrate commitment to their role and provides a valuable
contribution to the Board during the year, taking into account
time commitment, independence, conflicts and training needs.
Following the evaluation, the committee provides a
recommendation to shareholders with respect to the annual
re-election of Directors at the AGM.
All Directors retire at the AGM and their re-election is subject to
shareholder approval.
SUCCESSION
The Board’s succession policy is that Directors’ tenure will be for
no longer than nine years, except in exceptional circumstances
and that each Director will be subject to annual re-election at
theAGM.
The committee reviews the Board’s current and future needs at
least annually. Should any need be identified the committee will
initiate the selection process.
The committee oversees the handover process for retiring
Directors.
REMUNERATION
The committee reviews Directors’ fees, taking into account
comparative data and reports to shareholders. No Directors are
involved in making recommendations with respect to their own
remuneration.
Any proposed changes to the remuneration policy for Directors
is discussed and reported to shareholders.
The committees work during the year
RECRUITMENT
The committee engaged an independent recruitment agency
Heidrick & Struggles, to lead the process for recruiting a new
Director. Apart from its linked engagement to conduct the
external board evaluation, Heidrick & Struggles had no other
connections to the Company or the Board.
The committee reviewed the long and short lists and invited
candidates for interview.
After interviewing the candidates and undertaking the
appropriate due diligence, Lisa Scenna was recommended
by the committee to the Board for appointment as a new
independent non-executive Director. The recommendation
was based on her skills, experience and qualifications and
MsScennas biography is set out on page 49.
EVALUATION
As noted in last year’s annual report, Heidrick & Struggles
had also been engaged to perform an independent external
evaluation, and that the process was still ongoing. During
the year, the committee reviewed the final conclusions of the
evaluation and took steps to implement the recommendations
which included appointing a new Director, reviewing succession
planning and reviewing board reporting processes. These were
addressed with the appointment of Ms Scenna, the committees
succession planning discussions during the year and the change
of Company Secretary.
The committee also reviewed each Director’s time commitment
and independence by reviewing a complete list of appointments,
including pro bono not for profit roles, to ensure that each
Director remained free from conflict and had sufficient time
available to discharge each of their duties effectively. All
Directors were considered to be independent in character
and judgement. The committee considered each Director’s
contributions, and noted that in addition to extensive experience
as professionals and non-executive Directors, each Director had
valuable skills and experience, as detailed in their biographies
on pages48and 49.
Based on its assessment, the committee recommended, the
Board approved, the recommendations for each Director’s
re-election, and for Ms Scenna’s election, following her
appointment on 1 May 2023.
Remuneration and Nomination
Committee Report
Governance
Annual Report for year ended 31 March 2023
57
SUCCESSION
The committee agreed that the succession policy remained
appropriate.
Noting that the four Directors appointed at IPO would need to
retire on the same date, the committee agreed that it would be
appropriate for one of those Directors to step down from the
Board earlier than a full nine-year term, and that one Director
may stay on the Board for up to ten years, so as to stagger
retirement dates and avoid disruption.
The committee also agreed that the Company should aim to
appoint another Director in 2024/25, and every two or three
years thereafter.
REMUNERATION
The committee reviewed Directors’ fees, using external
benchmarking, and recommended an increase in Directors’ fees,
as detailed in the remuneration report.
Tom Murley
Chair of the Remuneration and Nomination Committee
14 July 2023
Directors’ remuneration
report
Introduction
The following remuneration policy is currently in force and
is subject to a binding vote every three years. The next vote
will take place in 2025 and the current policy provisions will
apply until that date. An ordinary resolution to approve the
Directors’ remuneration policy will be put to shareholders at
the forthcoming AGM (no changes are proposed). The below
Directors’ annual report on remuneration is subject to an annual
advisory vote. An ordinary resolution to approve this report will
be put to shareholders at the forthcoming AGM.
At the AGM held on 20 September 2022, 99.86% of the votes
cast (including votes cast at the Chairmans discretion) in respect
of approval of the remuneration policy were in favour, while
0.14% were against and 255,185 votes were withheld.
At the AGM held on 20 September 2022, 97.97% of the votes
cast (including votes cast at the Chairmans discretion) in
respect of approval of the report on remuneration for the year
ended 31 March 2022 were in favour, while 2.03% were against
and 255,185 votes were withheld.
Directors’ remuneration 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 shareholders.
Application of the Directors’ remuneration
policy
The Board did not seek the views of shareholders in setting this
remuneration policy. Any comments on the policy received from
shareholders would be considered on a case-by-case basis.
As the Company does not have any employees, no employee
pay and employment conditions were taken into account
when setting this remuneration policy and no employees were
consulted in its construction. The Directors did not receive any
shareholder feedback on the policy.
Directors’ fees are reviewed annually and take into account
research from third parties on the fee levels of Directors of
peer group companies, as well as industry norms and factors
affecting the time commitment expected of the Directors.
New Directors are subject to the provisions set out in this
remuneration policy.
Directors’ annual report on remuneration
This report explains how the Directors’ remuneration policy was
implemented during the year ended 31 March 2023.
Directors’ remuneration was last reviewed by the remuneration
and nomination committee and the Board in April 2023. The
members of the committee at the time that remuneration levels
were considered were all the Directors, except Lisa Scenna,
who joined the Board on 1 May 2023. Although no external
advice was sought in considering the levels of Directors’ fees,
information on fees paid to Directors of peer group companies
provided by the Secretary and Corporate Broker was taken into
consideration, as was independent third-party research.
Following this review, the committee recommended, and the
Board agreed, that Directors’ fees should be increased by
£2,000, with effect from 1 April 2023, to align with the new
financial year. As a result, all non-executive Directors will be paid
£47,000 per annum. The Chair receives an additional £30,000
and the audit chair an additional £10,000. Fees were last
increased with effect from 1 July 2022.
Governance
58
Gore Street Energy Storage Fund plc
Fees paid to Directors
The following amounts were paid by the Company to Directors
for their services in respect of the year ended 31 March 2023
and the preceding financial year. Directors’ remuneration
is all fixed; they do not receive any variable remuneration.
The performance of the Company over the financial year is
presented on page 1, under the heading “Key Metrics”.
Directors’ Fees Change in annual fee over years ended 31 March
Director
2023
£
2022
£
2023
%
2022
%
2021
%
Patrick Cox (Chair)
70,625 57,500 22.83 32.53 31.48
Caroline Banszky
52,500 45,000 16.67 44.92 47.86
Malcolm King
43,750 40,000 9.38 49.62 48.52
Thomas Murley
43,750 40,000 9.38 49.62 48.52
Lisa Scenna
1
Total
210,625 182,500
1 Appointed as a Director on 1 May 2023
The information in the table above has been audited.
EXPENDITURE BY THE COMPANY ON REMUNERATION AND DISTRIBUTIONS TO SHAREHOLDERS
The difference in actual spend between 31 March 2023 and 31 March 2022 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
2023
Payments made
during the year
ended 31 March
2022
Directors’ total remuneration
£210,625 £182,500
Dividends paid
£30,970,693 £15,187,456
Buy back of Ordinary Shares
SHARE PRICE AND REFERENCE INDEX
PERFORMANCE SINCE IPO
0
20
40
60
80
100
120
140
Mar2023Mar2022Mar2021Mar2020Mar2019Jun2018
Reference Index Total ReturnShare Price Total Return
Reference Index is FTSE All-Share. Source: London Stock Exchange.
Rebased to 100 as at 29 June 2018.
Definitions of terms and Alternative Performance Measures are
provided on page 103.
DIRECTORS’ SHARE INTERESTS
The Company’s articles of association do not require Directors to
own shares in the Company. The interests of Directors, including
those of connected persons, at the beginning and end of the
financial year under review are set out below.
Ordinary Shares of 1p each held
Director 31 March 2023 1 April 2022
Patrick Cox (Chair) 246,496 49,996
Caroline Banzsky 50,000 50,000
Malcolm King 50,000 50,000
Thomas Murley
1
0 0
Lisa Scenna
2
1 Mr Murley is US resident and is restricted from buying shares in the
Company.
2 Appointed as a Director on 1 May 2023.
The information in the table above has been audited.
Gore Street Capital Limited Directors and employees hold
approximately 3.3 million shares in the Company.
By order of the Board
Gore Street Operational Management Limited
Company Secretary
14 July 2023
Governance
Annual Report for year ended 31 March 2023
59
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 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 www.gsenergystoragefund.com is the
responsibility of the Directors. The Directors’ responsibilities
also extend to the ongoing integrity of the financial statements
contained therein.
The Directors confirm that to the best of their knowledge:
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;
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 net return 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
and emerging risks and uncertainties that it faces.
On behalf of the Board
Pat Cox
Chair
14 July 2023
Statement of Directors’ Responsibilities
in respect of the preparation of the
Annual Financial Report
60
Gore Street Energy Storage Fund plc
Financial Statements
Annual Report for year ended 31 March 2023
61
Independent Auditor’s Report
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
2023 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 2023 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 FRC’s 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 engaged with the Company Secretary to
determine if all key factors were considered in their assessment.
We inspected the Directors’ assessment of going concern,
including the cash flow forecast, for the period to 30 September
2024 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 current economic environment 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.
Assessed the impact of the continuation vote at the September
2023 AGM on the going concern basis of preparation, by
considering the current and historical performance of the
Company, reviewing minutes from the Broker’s discussion with
certain shareholders about their current intentions in relation to
the continuation vote and assessing the Directors’ analysis of the
responses the Broker received.
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 2023.
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 30 September
2024, which is at least 12 months from when the financial
statements are authorised for issue.
62
Gore Street Energy Storage Fund plc
Independent Auditor’s Report
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 £5.56m 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
includes our valuation specialists.
CLIMATE CHANGE
Stakeholders are increasingly interested in how climate change
will impact companies. The Company has determined that
the most significant future impacts from climate change on its
operations will be from how climate change could affect the
Company’s investments and overall investment process. This
is explained in the principal risk and uncertainties section on
page43. This disclosure forms part of the “Other information,”
rather than the audited financial statements. Our procedures
on these unaudited 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, in line
with our responsibilities on “Other information”.
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 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.
Annual Report for year ended 31 March 2023
63
Independent Auditor’s Report
Risk Our response to the risk
Key observations
communicated
to the Audit
Committee
Inaccurate valuation of investments
Refer to the Audit Committee Report (page 53); Accounting
policies (page 72); and notes 12 and 17 of the Financial
Statements on pages 78 (for note 12) and 81 (for note 17).
The valuation of the investment portfolio as at 31 March
2023 was £434.76 million (2022: £180.76) 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 Manager 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 was 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 £5.56 million
(2022: £3.60 million), which is 1% (2022: 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.
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%
(2022: 75%) of our planning materiality, namely £4.17m
(2022: £2.70m). 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 £0.28m
(2021: £0.18m), 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.
64
Gore Street Energy Storage Fund plc
Independent Auditor’s Report
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:
Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 46;
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 46;
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 46;
Directors’ statement on fair, balanced and understandable
set out on page 59;
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 43;
The section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on page 43; and;
The section describing the work of the audit committee set
out on page 53.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibility
Statement set out on page 59, 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.
Annual Report for year ended 31 March 2023
65
Independent Auditor’s Report
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.
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 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.
Based on this understanding we designed our audit
procedures to identify non-compliance with such laws and
regulations. Our procedures involved review of the company
secretary’s reporting to the Directors with respect to the
application of the documented policies and procedures, and
review of the financial statements to ensure compliance with
the reporting requirements of the Company.
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 five years, covering
the years ending 31 March 2019 to 31 March 2023.
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
14 July 2023
Financial Statements
66
Gore Street Energy Storage Fund plc
Year Ended 31 March 2023 Year Ended 31 March 2022
Notes
Revenue
(£)
Capital
(£)
Total
(£)
Revenue
(£)
Capital
(£)
Total
(£)
Net gain on investments at fair value
through profit and loss 7 60,826,822 60,826,822 43,531,405 43,531,405
Investment income 8 12,466,909 12,466,909 5,489,529 5,489,529
Administrative and other expenses 9 (9,881,436) (9,881,436) (6,493,364) (6,493,364)
Profit/(loss) before tax 2,585,473 60,826,822 63,412,295 (1,003,835) 43,531,405 42,527,570
Taxation 10
Profit/(loss) after tax and profit for the
year 2,585,473 60,826,822 63,412,295 (1,003,835) 43,531,405 42,527,570
Total comprehensive income/(loss) for
the year 2,585,473 60,826,822 63,412,295 (1,003,835) 43,531,405 42,527,570
Profit per share (basic and diluted) –
pence per share 11 0.55 12.76 13.31 (0.33) 14.48 14.15
All Revenue and Capital items in the above statement are derived from continuing operations.
The Total column of this statement represents the Company’s Income Statement prepared in accordance with UK adopted IAS. The
profit/(loss) after tax and profit/(loss) for the year 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 71 to 87 form an integral part of these financial statements.
Statement of Comprehensive Income
For the Year Ended 31 March 2023
Financial Statements
Annual Report for year ended 31 March 2023
67
Statement of Financial Position
As at 31 March 2023 Company Number 11160422
Notes
31 March 2023
(£)
31 March 2022
(£)
Non – Current Assets
Investments at fair value through profit or loss 12 434,762,146 180,762,419
434,762,146 180,762,419
Current assets
Cash and cash equivalents 13 123,705,727 198,047,440
Trade and other receivables 14 843,825 46,476
124,549,552 198,093,916
Total assets 559,311,698 378,856,335
Current liabilities
Trade and other payables 15 3,046,853 2,375,241
3,046,853 2,375,241
Total net assets 556,264,845 376,481,094
Shareholders equity
Share capital 20 4,813,995 3,450,358
Share premium 20 315,686,634 269,708,123
Special reserve 20 349,856 186,656
Capital reduction reserve 20 111,125,000 42,258,892
Capital reserve 20 125,584,414 64,757,592
Revenue reserve 20 (1,295,054) (3,880,527)
Total shareholders equity 556,264,845 376,481,094
Net asset value per share 19 1.16 1.09
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
14 July 2023
The notes on pages 71 to 87 form an integral part of these financial statements.
Financial Statements
68
Gore Street Energy Storage Fund plc
Statement of Changes in Equity
For the Year Ended 31 March 2023
Share
capital
(£)
Share premium
reserve
(£)
Special
reserve
(£)
Capital
reduction
reserve
(£)
Capital
reserve
(£)
Revenue
reserve
(£)
Total
shareholders
equity
(£)
As at 1 April 2022 3,450,358 269,708,123 186,656 42,258,892 64,757,592 (3,880,527) 376,481,094
Profit for the year 60,826,822 2,585,473 63,412,295
Total comprehensive profit for the year 60,826,822 2,585,473 63,412,295
Transactions with owners
Ordinary Shares issued at a premium
during the year 1,363,637 148,636,363 150,000,000
Share issue costs (2,657,852) (2,657,852)
Transfer to capital reduction reserve (100,000,000) 100,000,000
Movement in special reserve 163,200 (163,200)
Dividends paid (30,970,692) (30,970,692)
As at 31 March 2023 4,813,995 315,686,634 349,856 111,125,000 125,584,414 (1,295,054) 556,264,845
Capital reduction reserve and revenue reserves are available to the Company for distributions to Shareholders as determined by the Directors.
The notes on pages 71 to 87 form an integral part of these financial statements.
Financial Statements
Annual Report for year ended 31 March 2023
69
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) (15,187,455)
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 71 to 87 form an integral part of these financial statements.
Financial Statements
70
Gore Street Energy Storage Fund plc
Statement of Cash Flows
For the Year Ended 31 March 2023
Notes
Year Ended
31 March
2023
(£)
Year Ended
31 March
2022
(£)
Cash flows generated from operating activities
Profit for the year 63,412,295 42,527,570
Net profit on investments at fair value through profit and loss (60,826,822) (43,531,405)
(Increase) / decrease in trade and other receivables (797,348) 5,317,691
Increase in trade and other payables 671,610 1,299,422
Net cash generated from operating activities 2,459,735 5,613,279
Cash flows used in investing activities
Purchase of investments (225,765,788) (56,536,739)
Repayment from investments 32,592,883
Net cash used in investing activities (193,172,905) (56,536,739)
Cash flows used in financing activities
Proceeds from issue of Ordinary Shares at a premium 150,000,000 208,628,005
Share issue costs (2,657,852) (4,621,966)
Dividends paid (30,970,691) (15,187,456)
Net cash inflow from financing activities 116,371,457 188,818,583
Net (decrease)/increase in cash and cash equivalents for the year (74,341,713) 137,895,123
Cash and cash equivalents at the beginning of the year 198,047,440 60,152,317
Cash and cash equivalents at the end of the year 123,705,727 198,047,440
During the year, interest received by the Company totalled £12,466,909 (2022: £5,489,530).
The notes on pages 71 to 87 form an integral part of these financial statements.
Financial Statements
Annual Report for year ended 31 March 2023
71
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 16-17 Little Portland
Street, First Floor, London, W1W 8BP.
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 currently located in the UK, the Republic of Ireland, North
America and Germany.
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 30 September 2024, 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.
The going-concern analysis takes into account expected increases to Investment Adviser’s fee in line with the Company’s NAV and expected
increases in operating costs, as well as 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. Consideration has been given to the current macro-economic
environment and volatility in the markets. Based on the analysis performed, 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 30 September 2024.
As at 31 March 2023, the Company had net current assets of £121.5 million and had cash balances of £123.7 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, costs relating to the acquisition of new assets and further investments in existing portfolio
Companies, all of which, are discretionary. The Company is a guarantor to GSES1 Limited’s revolving credit facility with Santander.
Subsequent to year end this facility was upsized from £15m to £50m, with an extended term of four years to 2027. The Company had no
outstanding debt as at 31 March 2023.
Shareholders will have the opportunity to vote on an ordinary resolution on the continuation of the Company at the AGM of the
Company to be held in 2023. The Directors have considered this when evaluating the going concern assessment for the Company and
have no reason to believe that such resolution will not be passed by shareholders.
The Directors acknowledge their responsibilities in relation to the financial statements for the year ended 31 March 2023 and have
prepared the financial statement on a going concern basis. The Company expects to meet its obligations as and when they fall due for
at least the next twelve months to 30 September 2024.
The Board has considered the impact of climate change on the investments included in Company’s financial statements and has
assessed that it does not materially impact the estimates and assumptions used in determining the fair value of the investments.
Notes to the Financial Statements
For the Year Ended 31 March 2023
Financial Statements
72
Gore Street Energy Storage Fund plc
2. Basis of preparation (continued)
OPERATING SEGMENTS
Under IFRS 8, particular classes of entities are required to disclose information about any of their individual operating segments.
Having considered that the Company’s entire portfolio is held through the Company’s direct subsidiary, GSES 1 Limited, the Directors
are of the opinion that there is only one segment and therefore no operating segment information is given.
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. As such, the Directors
are required to make a judgement as to whether the Company continues to meet the definition of an investment entity.
To determine this, 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.
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 2023.
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.
Financial Statements
Annual Report for year ended 31 March 2023
73
4. New and revised standards and interpretations (continued)
In May 2021, the IASB issued amendments to IAS 12: Income Taxes regarding deferred tax relating to Assets and Liabilities arising
from a Single Transaction. The amendments introduce an exception to the ‘initial recognition exemption’ for an entity, whereby deferred
tax previously did not need to be recognised when, in a transaction that is not a business combination, an entity purchased an asset
that would not be deductible for tax purposes (even though there is a difference between the asset’s carrying amount and its tax base).
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.
There have been no new standards, amendments to current standards, or new interpretations which the Directors feel have a material
impact on these financial statements.
NEW AND REVISED IFRS IN ISSUE BUT NOT YET EFFECTIVE
In January 2020, the International Accounting Standards Board issued amendments to IAS 1: Presentation of Financial Statements
to clarify how an entity classifies debt and other financial liabilities as current or non-current. The amendments specify that
covenants to be complied with after the reporting date do not affect the classification of debt as current or non-current at the
reporting date. Instead, the amendments require a company to disclose information about these covenants in the notes to the
financial statements. The amendments are effective for annual reporting periods beginning on or after 1 January 2024 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 value 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%, which is the rate applicable at year end. From 1 April 2023 the
main UK corporation tax rate increased to 25%. Current Tax and movements in deferred tax asset and liability are recognised in the
Statement of Comprehensive Income except to the extent that they relate to the items recognised as direct movements in equity, in
which case they are 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. Any closing deferred tax balances
have been calculated at 25% as this is the rate expected to apply in future periods.
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.
Financial Statements
74
Gore Street Energy Storage Fund plc
5. Summary of significant accounting policies (continued)
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 investment entities and 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 deposits held with the bank with original maturities of three months or less.
RESTRICTED CASH
Restricted cash comprises cash held as collateral for future contractual payment obligations and deferred payments payable from
indirect subsidiaries to third parties of the Company in relation to the Big Rock project. Restricted cash is recognised 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 (refer to note 13 for further information).
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
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 cash equivalents, restricted 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).
d) It is classified as an equity instrument.
The Company includes in this category equity instruments and loans to investments.
Financial Statements
Annual Report for year ended 31 March 2023
75
5. Summary of significant accounting policies (continued)
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, 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.
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 up until 14 September 2022. JTC (UK) Limited was 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 £47,271 with £31,680 being
outstanding and payable at the year end.
On 14 September 2022, Gore Street Operational Management Limited replaced JTC (UK) Limited as secretary for the Company.
During the year, expenses incurred with Gore Street Operational Management Limited for secretarial services amounted to £nil with
£nil being outstanding and payable at the year end.
Financial Statements
76
Gore Street Energy Storage Fund plc
6. Fees and expenses (continued)
Apex Group Fiduciary Services (UK) Limited (“Apex”) had been appointed as administrator. Through an Administration agreement, Apex 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 Apex for accounting and administrative services amounted to £144,233, with £41,829 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 £74,793, there were no outstanding fees payable at the year end.
At the year end, an amount of £18,854 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 2023 to 30 June 2023.
INVESTMENT ADVISORY
The fees relating to the Investment Advisor are disclosed within note 22 Transactions with related parties.
7. Net gain on investments at fair value through profit and loss
31 March
2023
(£)
31 March
2022
(£)
Net gain on investments at fair value through profit and loss
60,826,822 43,531,405
60,826,822 43,531,405
8. Investment Income
31 March
2023
(£)
31 March
2022
(£)
Bank interest income 3,631,520 58,977
Loan interest income received from subsidiaries 8,835,389 5,430,552
12,466,909 5,489,529
9. Administrative and other expenses
31 March
2023
(£)
31 March
2022
(£)
Accounting and Company Secretarial fees 191,504 161,812
Auditors’ Remuneration (see below) 303,500 226,000
Bank interest and charges 7,813 8,464
Directors’ remuneration and expenses 242,313 204,009
Directors & Officers insurance 39,336 18,617
Foreign exchange loss 34 13,604
Investment advisory fees 4,914,324 3,090,737
Legal and professional fees 1,218,993 772,617
AIFM fees 74,793 75,207
Marketing fees 94,630 69,652
Performance fees 2,457,164 1,545,369
Sundry expenses 337,032 223,342
Write back of NEC interest receivable 83,934
9,881,436 6,493,364
Financial Statements
Annual Report for year ended 31 March 2023
77
9. Administrative and other expenses (continued)
During the year, the Company received the following services from its auditor, Ernst & Young LLP.
31 March
2023
(£)
31 March
2022
(£)
Audit services
Statutory audit Annual accounts – current year
285,900 210,000
Non-audit services
Other assurance services – Interim accounts
17,600 16,000
Total audit and non-audit services
303,500 226,000
The statutory auditor is remunerated £171,350 (2022: £145,900), in relation to audits of the subsidiaries. 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%. From 1 April 2023 the main UK corporation tax rate increased to 25%.
31 March
2023
(£)
31 March
2022
(£)
(a) Tax charge in profit and loss account
UK Corporation tax
(b) Reconciliation of the tax charge for the year
Profit before tax 63,412,295 42,527,570
Tax at UK standard rate of 19% 12,048,336 8,080,238
Effects of:
Unrealised gain on fair value investments (11,557,096) (8,270,966)
Expenses not deductible for tax purposes 12,064 995
Utilisation of brought forward tax losses not previously recognised as deferred tax (503,304) 189,733
Tax charge for the year
Estimated losses not to be recognised due to insufficient evidence of future taxable profits 7,334,364 3,147,853
Estimated deferred tax thereon 25% (2022: 25%) 1,833,591 786,963
There is no corporate tax charge for the year (2022:£nil). The Company may utilise available tax losses from within the UK tax group
to relieve future taxable profits in the Company and may also claim deductions on future distributions or parts thereof designated as
interest distributions. Therefore, a deferred tax asset, measured at the prospective corporate rate of 25% (2022: 25%) of £1,833,591
(2022: £786,963) has not been recognised in respect of carried forward tax losses. These carried forward tax losses include a
£7,220,992 tax deduction resulting from the dividend for the quarter ending 31 March 2023 being designated in full as an interest
distribution.
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
2023
31 March
2022
Net gain attributable to ordinary shareholders £ 63,412,295 £ 42,527,570
Weighted average number of Ordinary Shares for the year 476,542,691 300,542,518
Profit per share – Basic and diluted (pence) 13.31 14.15
Financial Statements
78
Gore Street Energy Storage Fund plc
12. Investments
Place of business Percentage ownership
31 March
2023
31 March
2022
GSES1 Limited (“GSES1”)
England & Wales 100%
434,762,146
180,762,419
Reconciliation
31 March
2023
(£)
31 March
2022
(£)
Opening balance 180,762,419 80,694,272
Loan drawdowns during the year 225,765,788 56,536,742
Loan repayments during the year (32,592,883)
Loan interest received (8,835,389) (5,430,553)
Loan interest receivable from GSES 1 Limited 8,714,157 4,180,723
Total fair value movement on equity investment 60,948,054 44,781,235
434,762,146 180,762,419
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, except as guarantor to the debt facility entered into by its
direct subsidiary GSES 1 Limited, 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 of the investment in
GSES1 is funded through equity. The amount drawn on the facility at 31 March 2023 was £309,182,178 (2022: £116,009,272).
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 repayments of loan interest and
principal. GSES1 controls GSF Albion, GSF England, GSF IRE and GSF Atlantic as listed below which in turn hold an interest in project
companies. GSF Atlantic also controls GSF Americas, which itself invests in its own project companies.
Financial Statements
Annual Report for year ended 31 March 2023
79
12. Investments (continued)
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% Porterstown
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
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 GSF England England & Wales 100% Stony
Enderby Battery Storage Limited GSF England England & Wales 100% Enderby
Middleton Energy Storage Limited
(3)
GSF England England & Wales
100% Middleton
GSF Atlantic Limited
GSES1 England & Wales 100%
GSF Americas Inc.
(1)
GSF Atlantic Delaware 100%
GSF Cremzow GmbH & Co KG
GSF Atlantic Germany 90%
Cremzow LP
GSF Cremzow Verwaltungs GmbH
GSF Atlantic Germany 90%
Cremzow GP
Snyder ESS Assets, LLC
(1)
GSF Americas Delaware 100%
Snyder
Sweetwater ESS Assets, LLC
(1)
GSF Americas Delaware 100%
Sweetwater
Westover ESS Assets, LLC
(1)
GSF Americas Delaware 100%
Westover
Cedar Hill ESS Assets, LLC
(2)
GSF Americas Delaware 100%
Cedar Hill
Mineral Wells ESS Assets, LLC
(1)
GSF Americas Delaware 100%
Mineral Wells
Wichita Falls ESS Assets, LLC
(2)
GSF Americas Delaware 100%
Wichita Falls
Mesquite ESS Assets, LLC
(2)
GSF Americas Delaware 100%
Mesquite
Dogfish ESS Assets, LLC
(4)
GSF Americas Delaware 100%
Dogfish
Big Rock ESS Assets, LLC
(5)
GSF Americas Delaware 100%
Big Rock
(1)
The acquisition of Snyder ESS Assets, LLC, Sweetwater ESS Assets, LLC, Westover ESS Assets, LLC and Mineral Wells ESS Assets, LLC was completed on 22 April
2022.
(2)
The acquisition of Cedar Hill ESS Assets, LLC, Wichita Falls ESS Assets, LLC and Mesquite ESS Assets, LLC was completed on 26 August 2022.
(3)
The acquisition of Middleton Energy Storage Limited was completed on 28 October 2022.
(4)
The acquisition of Dogfish BEES, LLC was completed on 24 January 2023. Post year end, on 17 April 2023, Dogfish BEES, LLC changed its name to Dogfish ESS
Assets, LLC.
(5)
The acquisition of 92JT 8ME, LLC was completed on 16 February 2023. Post year end, on 17 April 2023, 92JT 8ME, LLC changed its name to Big Rock ESS Assets, LLC.
Financial Statements
80
Gore Street Energy Storage Fund plc
13. Cash and cash equivalents
31 March
2023
(£)
31 March
2022
(£)
Cash at bank 99,199,093 198,047,442
Restricted cash 24,506,634
123,705,727 198,047,442
Restricted cash comprises cash held as collateral for future contractual payment obligations and deferred payments payable from
indirect subsidiaries to third parties of the Company in relation to the Big Rock project. Collateral will be released to the Company
upon settlement of the contractual and deferred payments, to be made in accordance with the applicable contracts. At the date of
publication £9,817,089 has been released, with the remaining £14,689,545 to be released in H1 2024.
14. Trade and other receivables
31 March
2023
(£)
31 March
2022
(£)
VAT recoverable 213,360
Prepaid Director’s and Officer’s insurance 4,085 4,920
Other Prepayments 36,746 39,027
Other Debtors 280,560 2,529
Bank interest receivable 309,074
843,825 46,476
15. Trade and other payables
31 March
2023
(£)
31 March
2022
(£)
Administration fees 73,509 50,765
Audit fees 283,100 226,000
Directors remuneration 8,222 6,668
Professional fees 2,554,634 1,897,707
Other creditors 127,388 5,002
VAT payable 189,099
3,046,853 2,375,241
16. Categories of financial instruments
31 March
2023
(£)
31 March
2022
(£)
Financial assets
Financial assets at amortised cost
Cash and cash equivalents 123,705,727 198,047,440
Trade and other receivables 843,825 46,476
Fair value through profit and loss
Investment 434,762,146 180,762,419
Total financial assets 559,311,698 378,856,335
Financial liabilities
Financial liabilities at amortised cost
Trade and other payables 3,046,853 2,375,241
Total financial liabilities 3,046,853 2,375,241
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.
Financial Statements
Annual Report for year ended 31 March 2023
81
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 Discounted Cash Flow (“DCF”) approach
and the method discounts free cash flows using an estimated discount rate (Weighted Average Cost of Capital (“WACC”)).
VALUATION PROCESS
In the year, the Company, via its subsidiaries, acquired eight projects totalling 144.65 MW connected to The Electric Reliability Council
of Texas, Inc. (“ERCOT”) and a 200MW project in the scope of the California Independent System Operator (“CAISO”). It also acquired
a 200MW project Middleton in England. These acquisitions bring the Company’s portfolio of lithium-ion energy storage investments to
a total capacity of 1.17GW (2022: 628.5 MW). As at 31March2023, 291.6 MW of the Company’s total portfolio was operational and
881.6 MW pre-operational (the “Investments”).
The Investments comprise thirty-six projects, based in the UK, the Republic of Ireland, mainland Europe or North America. 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 valuation. The Company engages external, independent and qualified valuers to determine the
fair value of the Company’s investments or valuations are produced by the Investment Advisor.
As at 31 March 2023, the fair value of the portfolio of investments has been determined by the Investment Manager and reviewed by
BDO UK LLP.
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
2023
(£)
31 March
2022
(£)
Great Britain DCF Discount Rate 7% – 10.75% 180,714,570 89,350,935
(excluding Northern Ireland) Revenue / MW / hr £8 – £14
Northern Ireland DCF Discount Rate 9% – 9% 55,049,170 57,076,847
Revenue / MW / hr €11 – €24
Republic of Ireland DCF Discount Rate 8% – 10.5% 28,515,507 17,595,232
Revenue / MW / hr €7 – €25
Other OECD DCF Discount Rate 9% – 10.5% 171,008,958 12,583,705
Revenue / MW / hr €5 – €26 /
$8 – $34
Holding Companies NAV (526,059) 4,155,700
Total Investments 434,762,146 180,762,419
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.
Financial Statements
82
Gore Street Energy Storage Fund plc
Sensitivity Analysis
The below table reflects the range of sensitivities in respect of the fair value movements of the Company’s investments, via GSES 1.
Significant Inputs Estimated effect on Fair Value
Investment Portfolio
Valuation
technique Description Sensitivity
31 March
2023
(£)
31 March
2022
(£)
Great Britain (excluding Northern Ireland) DCF Revenue +10% 39,163,849 46,600,000
-10% (39,402,771) (28,312,000)
Discount rate +1% (25,103,594) (12,378,000)
-1% 29,658,404 14,357,000
Northern Ireland DCF Revenue +10% 5,360,179 9,984,000
-10% (5,357,401) (10,034,000)
Discount rate +1% (3,239,801) (3,226,000)
-1% 3,741,944 3,675,000
Exchange rate +3% (896,254) (839,000)
-3% 952,017 897,000
Republic of Ireland DCF Revenue +10% 5,631,626 4,404,000
-10% (6,434,752) (4,937,000)
Discount rate +1% (5,936,555) (3,242,000)
-1% 6,914,698 3,772,222
Exchange rate +3% (101,466) (362,000)
-3% 107,516 382,000
Other OECD DCF Revenue +10% 24,849,092 3,698,000
-10% (25,153,598) (4,465,000)
Discount rate +1% (14,401,398) (704,000)
-1% 16,472,024 804,000
Exchange rate +3% (4,689,659) (285,000)
-3% 4,981,974 303,000
High case (+10%) and low case (-10%) revenue information used to determine sensitivities are provided by third party pricing sources.
Valuation of financial instruments
The investments at fair value through profit or loss are Level 3 in the fair value hierarchy. No transfers between levels took place during
the year.
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 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)
Financial Statements
Annual Report for year ended 31 March 2023
83
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 in the UK, Republic of Ireland, North
America, Western Europe, Australia, Japan, and South Korea. The value of investments outside of the UK is not intended to exceed
60% of Gross Asset Value of the Company. Significant concentration of investments in any one sector and location may result in
greater volatility in the value of the Group’s investments and consequently the Net Asset Value and may materially and adversely affect
the performance of the Group and returns to Shareholders. The Company currently has investments located across 5 different grids in
the UK, Republic of Ireland, North America (ERCOT and CAISO), and Germany. This diversification reduces exposure to any single grid.
The investment policy also limits the exposure to any single asset within the portfolio to 25% of the Gross Asset Value of the Company.
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, Santander UK plc and JPMorgan Chase and Co., all reputable financial institutions with
Moody’s credit ratings of Baa2, A1 and Aa2 respectively.
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. 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 30 per cent. at the time of borrowing of Gross Asset Value without Shareholder
approval. The Company intends to prudently introduce a conservative amount of debt throughout the portfolio. The Company’s only
financial liabilities as at 31 Mach 2023 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.
The following table reflects the maturity analysis of financial assets and liabilities.
31 March 2023 < 1 year 1 to 2 years 2 to 5 years > 5 years Total
Financial assets
Cash at bank 99,199,093 99,199,093
Restricted cash 19,610,119 4,896,515 24,506,634
Trade and other receivables 843,825 843,825
Fair value through profit and loss
Investments 434,762,146 434,762,146
Total financial assets 119,653,037 4,896,515 434,762,146 559,311,698
Financial liabilities
Financial liabilities at amortised cost
Trade and other payables 3,046,853 3,046,853
Total financial liabilities 3,046,853 3,046,853
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 9,275,958 9,275,958
Total financial liabilities 9,275,958 9,275,958
Financial Statements
84
Gore Street Energy Storage Fund plc
18. Financial risk management (continued)
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 currency risk, interest rate 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.
i) Currency risk
The majority of investments, together with the majority of all transactions during the current period were denominated in Pounds
Sterling.
The Company, via GSES 1 and its direct subsidiaries, holds two investments (Kilmannock and Porterstown) in the Republic of
Ireland, an investment in Germany (Cremzow), and several investments in North America, creating an exposure to currency risk.
These investments have been translated into Pounds Sterling at year end and represent 36% (2022: 16.69%) of the Company’s fair
valued investment portfolio. The Company regularly monitors its exposure to foreign currency and executes appropriate hedging
arrangements in the form of forward contracts with reputable financial institutions to reduce this risk. These derivatives are held by the
Company’s subsidiaries.
ii) 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. Loans to related parties carry a fixed rate of interest for an initial period of
20years. The Company may be exposed to changes in variable market rates of interest and this could impact the discount rate
used in the investment valuations and therefore the valuation of the projects as well as the fair value of the loan receivables. Refer to
Note 17 for the sensitivity of valuations to changes in the discount rate. The Company currently has no external debt. The Company
continuously monitors its exposure to interest rate risk and where necessary will assess and execute hedging arrangements to mitigate
interest rate risk.
iii) Price risk
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 £43,476,217 (2022: £18,025,549). 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
2023
31 March
2022
Net assets per Statement of Financial Position
£ 556,264,845 £ 376,481,094
Ordinary Shares in issue as at 31 March
481,399,478 345,035,842
NAV per share – Basic and diluted (pence)
115.55 109.11
Financial Statements
Annual Report for year ended 31 March 2023
85
20. Share capital and reserves
Share
capital
(£)
Share
premium
reserve
(£)
Special
reserve
(£)
Capital
reduction
reserve
(£)
Capital
reserve
(£)
Revenue
reserve
(£)
Total
(£)
At 1 April 2022 3,450,358 269,708,123 186,656 42,258,892 64,757,592 (3,880,527) 376,481,094
Issue of ordinary £0.01 shares:
14 April 2022 1,363,637 148,636,363 150,000,000
Share issue costs (2,657,852) (2,657,852)
Transfer to capital reduction
reserve (100,000,000) 100,000,000
Movement in special reserve 163,200 (163,200)
Dividends paid (30,970,692) (30,970,692)
Profit for the year 60,826,822 2,585,473 63,412,295
At 31 March 2023 4,813,995 315,686,634 349,856 111,125,000 125,584,414 (1,295,054) 556,264,845
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 (40,000,000) 40,000,000
Share issue costs (4,621,966) (4,621,966)
Dividends paid (15,187,456) (15,187,455)
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
SHARE ISSUES
On 14 April 2022, the Company issued 136,363,636 ordinary shares at a price of 110 pence per share, raising net proceeds from
the Placing of £150,000,000.
Following the approval at the Company’s AGM on the 20 September 2022, 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 £100,000,000. This was affected on the 29 November 2022 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 2023 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 non-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.
Financial Statements
86
Gore Street Energy Storage Fund plc
21. Dividends
Dividend
per share
31 March
2023
(£)
31 March
2022
(£)
Dividends paid during the year
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 5,524,491
For the 3 month period ended 30 September 2021
2 pence 6,900,718
For the 3 month period ended 31 December 2021
2 pence 6,900,718
For the 3 month period ended 31 March 2022
1 pence 4,813,995
For the 3 month period ended 30 June 2022
2 pence 9,627,990
For the 3 month period ended 30 September 2022
2 pence 9,627,990
30,970,693 15,187,456
The table below sets out the proposed final dividend, together with the interim dividends declared, 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.
Dividend
per share
31 March
2023
(£)
31 March
2022
(£)
Dividends declared for the year
For the 3 month period ended 30 June 2021
2 pence – 5,524,491
For the 3 month period ended 30 September 2021
2 pence – 6,900,718
For the 3 month period ended 31 December 2021
2 pence – 6,900,718
For the 3 month period ended 31 March 2022
1 pence – 4,813,995
For the 3 month period ended 30 June 2022
2 pence 9,627,990 –
For the 3 month period ended 30 September 2022
2 pence 9,627,990 –
For the 3 month period ended 31 December 2022
2 pence 9,627,990 –
For the 3 month period ended 31 March 2023 (declared in June 2023)
1.5 pence 7,220,992 –
36,104,962 24,139,922
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 2023, Patrick Cox, Chair of the
Board of Directors of the Company, is paid a Director’s remuneration of £70,625 per annum, (2022: £57,500), Caroline Banszky is
paid a Director’s remuneration of £52,500 per annum, (2022: £45,000), with the remaining Directors’ remuneration of £43,750 each
per annum, (2022: £40,000).
Total Directors’ remuneration, associated employment costs and expenses of £242,313 were incurred in respect of the year with
£8,222 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.
Financial Statements
Annual Report for year ended 31 March 2023
87
22. Transactions with related parties (continued)
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 £4,914,324 (2022:
£3,090,737) were paid during the year, there were no outstanding fees as at 31 March 2023, (2022: £nil outstanding).
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 £2,457,164, were accrued as at 31 March 2023, (2022: £1,545,369).
During the year, Gore Street Operational Management, a direct subsidiary to the Investment Adviser, provided commercial
management services to the Company resulting in charges in the amount of £855,692 being paid by the Company and the SPV
companies (2022: £781,600).
INVESTMENT
The Company holds 100% interest in GSES 1 through equity and a loan facility. Transactions and balances held with GSES 1 for the
year are all detailed within note 12.
23. Guarantees and 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. The Facility was increased to £50 million in June 2023. Under these agreements, the Company acts as
charger and guarantor to the amounts borrowed under the Agreements by GSES1 Limited. As at 31 March 2023, no amounts had
been drawn on this facility.
The Company had no contingencies and significant capital commitments as at the 31 March 2023.
24. Post balance sheet events
The Directors have evaluated the need for disclosures and / or adjustments resulting from post balance sheet events through to
14July 2023, the date the financial statements were available to be issued.
The Board approved on the 17 March 2023, the issuance of an interim dividend of 2 pence per share. This dividend totalling
£9,627,990 was paid to investors on 11 April 2023.
The Board approved on the 14 June 2023, the issuance of a final dividend of 1.5 pence per share. This dividend totalling £7,220,992
will be paid to investors on 17 July 2023.
The size of the revolving credit facility, within which the Company acts as chargor and guarantor to amounts borrowed by its subsidiary
GSES 1 Limited, has been increase in June 2023 from £15 million to £50 million. The term of the facility has been extended for
fouryears to 2027.
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 2023.
Annual General Meeting – Recommendations
88
Gore Street Energy Storage Fund plc
Annual General Meeting –
Recommendations
The Annual General Meeting (“AGM”) of the Company will
be held on Thursday, 21 September 2023 at 9.30 am. The
formal Notice of Meeting is set out on page 90. The following
information is important and requires your immediate
attention. If you are in any doubt about the action you should
take, you should consult an independent financial adviser,
authorised under the Financial Services and Markets Act
2000.
Ordinary business
Resolutions 1 to 13 are all ordinary resolutions. Resolution 1
is a required resolution. Resolution 2 invites shareholders to
approve the Company’s dividend policy. Resolution 3 concerns
the Directors’ Remuneration Report, on pages 57 to 58.
Resolutions 4 to 8 invite shareholders to elect and re-elect each
of the Directors for another year, following the recommendations
of the Remuneration and Nomination Committee, set out on
pages 56 and 57 (their biographies are set out on pages 48
and 49). Resolutions 9 and 10 concern the re-appointment and
remuneration of the Company’s auditor, discussed in the Audit
Committee Report on pages 53 and 54.
Special business
Resolution 11: Continuation (ordinary resolution) In accordance
with the Company’s articles of association, the Directors are
required to put forward a proposal for the continuation of the
Company to shareholders at five-yearly intervals. The Board
considers that the long-term investment objectives of the
Company remain appropriate and that the current Investment
Manager remains well placed to continue to deliver them over
the long-term. An ordinary resolution will therefore be proposed
at the AGM to agree that the Company should continue as an
investment trust.
Resolutions 12 and 13: Directors’ authority to allot shares
(ordinary resolutions)
These resolutions deal with the Directors’ authority to allot
ordinary Shares of one penny each in the capital of the Company
(“Shares”) in accordance with section 551 of the Companies Act
2006 (the “Act”).
If passed, resolution 12 will authorise the Directors to allot
Shares up to a maximum nominal amount of £481,399, which
represents approximately 10% of the Company’s issued Shares
(excluding Shares held in treasury) as at the date of this report).
If passed, resolution 13 will authorise the Directors to allot
further Shares, in addition to those which may be allotted under
resolution 12, up to a maximum nominal amount of £481,399,
which represents approximately 10% of the Company’s issued
Shares (excluding Shares held in treasury) as at the date of this
report).
If both resolution 12 and resolution 13 are passed, authority
will be granted to the Directors to allot Shares up to a maximum
nominal amount of £962,798, which is a total of up to 20% of the
existing issued ordinary share capital of the Company (excluding
Shares held in treasury) as at the date of this report). The Board
recognises that this authority is beyond the standard 10%
authority typically sought by investment companies, but believes
that the passing of both resolution 12 and resolution13 is in
shareholders’ interests given that:
the authorities would provide greater flexibility to allow
the Company to take advantage of potential investment
opportunities sourced by the Company’s Investment
Manager; and
any Shares issued under these authorities will not be issued
at prices less than the last published net asset value (“NAV”)
per Share (adjusted for dividends) at the time of issue plus a
premium to cover the costs of such issuance.
If resolution 12 is passed but resolution 13 is not passed, the
Directors will only be authorised to allot up to 10% of the existing
issued ordinary share capital of the Company. Resolution 13 is
conditional on resolution 12, so if resolution 12 is not passed
resolution 13 will not be passed either.
Each of the authorities granted pursuant to resolution 12 and 13
will expire at the conclusion of next year’s annual general meeting
(unless previously renewed, varied or revoked by the Company at
a general meeting).
The Directors have no present intention to exercise the authorities
conferred by resolution 12 and resolution 13.
Resolutions 14 and 15: power to disapply pre-emption rights
(special resolutions)
Under the Act, when new Shares are allotted or treasury
Shares are sold for cash, they must first be offered to existing
shareholders pro rata to their holdings. Each of resolutions 14
and 15 will, if passed, give the Directors power, pursuant to the
authorities to allot granted by resolutions 12 and 13 respectively,
to allot Shares or sell Shares from treasury for cash without
first offering them to existing shareholders in proportion to their
existing holdings, up to a maximum nominal amount of £481,399
which represents approximately 10% of the issued ordinary
share capital (excluding Shares held in treasury) as at the date
of this report), which in aggregate amounts to £962,798, which
represents approximately no more than 20% of the Company’s
issued ordinary share capital (excluding Shares held in treasury)
as at the date of this report). The powers granted by these
resolutions will expire at the conclusion of the annual general
meeting to be held in 2024 (unless previously renewed, varied or
revoked by the Company at a general meeting).
The Directors have no present intention to exercise the authorities
conferred by resolution 14 and resolution 15. Any Shares will
only be allotted or sold out of treasury without pre-emption rights
applying, at a price that is not less than the latest published NAV
(adjusted for dividends) together with an amount to cover the
costs of any such issuance.
Annual General Meeting – Recommendations
Annual Report for year ended 31 March 2023
89
Resolution 16: Authority to make market purchases of the
Company’s own shares (special resolution)
At the AGM held on 20 September 2022, the Company was
granted authority to make market purchases of up to 72,161,781
Shares for cancellation or holding in treasury. No shares have
been bought back under this authority and the Company
therefore has remaining authority to purchase up to 72,161,781
Shares. This authority will expire at the forthcoming AGM.
This resolution seeks authority for the Company to make market
purchases of its own ordinary shares and is proposed as a
special resolution. If passed, the resolution gives authority for the
Company to purchase up to 72,161,781 of its ordinary shares,
representing 14.99% of the Company’s issued ordinary share
capital (excluding treasury shares) as at the date of this Notice of
AGM. The resolution specifies the minimum and maximum prices
which may be paid for any ordinary shares purchased under
this authority. The authority will expire at the conclusion of the
Company’s next annual general meeting. The Directors do not
currently have any intention of exercising the authority granted
by this resolution. The Directors will only exercise the authority
to purchase ordinary shares where they consider that such
purchases will be in the best interests of shareholders generally
and when they are trading at a discount to the underlying net
asset value per Share. The Company may either cancel any
Shares it purchases under this authority or transfer them into
treasury (and subsequently sell or transfer them out of treasury
or cancel them). The Company does not have any options or
outstanding share warrants.
Resolution 17: Notice period for general meetings
Resolution 17 is to be proposed as a special resolution to allow
the Company to hold general meetings (other than annual general
meetings) on at least 14 clear days’ notice. If approved, the
resolution will be effective until the end of the Company’s next
annual general meeting. The Board will consider on a case by
case basis whether the use of the flexibility offered by the shorter
notice period is merited, taking into account the circumstances,
including whether the business of the meeting is time sensitive.
Recommendations
The Board considers that the resolutions relating to the above
items of business are in the best interests of shareholders as
a whole. Accordingly, the Board unanimously recommends to
shareholders that they vote in favour of all of the resolutions to be
proposed at the forthcoming AGM, as they intend to do in respect
of their own beneficial holdings.
90
Gore Street Energy Storage Fund plc
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting
of Gore Street Energy Storage Fund plc will be held at the
offices of Stephenson Harwood LLP, 1 Finsbury Circus,
London EC2M 7SH on Thursday, 21 September 2023 at
9.30am to consider the following resolutions of which
resolutions 1 to 13 will be proposed as ordinary resolutions
and resolutions 14 to 17 will be proposed as special
resolutions:
1. To receive the Company’s annual financial statements for the
financial period ended 31 March 2023 with the Directors’
report and auditor’s report on those financial statements.
2. To approve the Company’s dividend policy to pay four interim
dividends per year.
3. To approve the Directors’ Remuneration Report for the year
ended 31 March 2023.
4. To re-elect Patrick Cox as a Director of the Company.
5. To re-elect Caroline Banszky as a Director of the Company.
6. To re-elect Malcolm King as a Director of the Company.
7. To re-elect Thomas Murley as a Director of the Company.
8. To elect Lisa Scenna as a Director of the Company.
9. To appoint EY LLP as the Company’s auditor to hold office
from the conclusion of this meeting until the conclusion of the
next annual general meeting at which accounts are laid before
the Company.
10. To authorise the Directors to determine the auditor’s
remuneration.
11. That the Company should continue as an investment trust.
12. That the Directors be generally and unconditionally
authorised pursuant to section 551 of the Companies Act
2006 (the “Act”) to exercise all the powers of the Company
to allot ordinary shares in the Company up to an aggregate
nominal amount of £481,399 (being 10% of the issued
ordinary share capital at the date of this Notice) for a period
expiring (unless previously renewed, varied or revoked by
the Company in general meeting) at the conclusion of the
next annual general meeting of the Company, save that the
Company may, before such expiry, make offers or agreements
which would or might require ordinary shares to be allotted
and the Directors may allot ordinary shares in pursuance of
such offer or agreement notwithstanding that the authority
conferred by this resolution has expired.
13. That, subject to the passing of resolution 12, and in addition
to the authority granted pursuant to resolution 12 above,
the Directors be generally and unconditionally authorised
pursuant to section 551 of the Act to exercise all the
powers of the Company to allot ordinary shares up to an
aggregate nominal amount of £481,399 (which represents
approximately 10% of the issued ordinary share capital at the
date of this Notice) for a period expiring (unless previously
renewed, varied or revoked by the Company in general
meeting) at the conclusion of the next annual general meeting
of the Company, save that the Company may, before such
expiry, make offers or agreements which would or might
require ordinary shares to be allotted and the Directors may
allot ordinary shares in pursuance of such offer or agreement
notwithstanding that the authority conferred by this resolution
has expired.
14. That, subject to the passing of resolution 12 above, the
Directors be and are hereby empowered, pursuant to sections
570 to 573 of the Act, to allot equity securities (as defined
in section 560(1) of the Act) and/or sell ordinary shares held
by the Company as treasury shares for cash as if section
561(1) of the Act did not apply to any such allotment or sale,
provided that this power shall be limited to the allotment or
sale of equity securities up to an aggregate nominal amount
of £481,399 (which represents approximately 10% of the
issued ordinary share capital at the date of this Notice); and
provided that this power shall expire at the conclusion of the
next annual general meeting of the Company, save that the
Company may, at any time prior to the expiry of such power,
make an offer or enter into an agreement which would or
might require equity securities to be allotted or sold after
the expiry of such power, and the Directors may allot or sell
equity securities in pursuance of such an offer or agreement
as if such power had not expired.
15. That, subject to the passing of resolution 13 set out
above, and in addition to the authority granted pursuant
to resolution 14 above, the Directors be and are hereby
empowered, pursuant to sections 570 to 573 of the Act, to
allot equity securities (as defined in section 560(1) of the Act)
and/or sell ordinary shares held by the Company as treasury
shares for cash as if Section 561(1) of the Act did not apply
to any such allotment or sale, provided that this power shall
be limited to the allotment or sale of equity securities up to
an aggregate nominal amount of £481,399 (which represents
approximately 10% of the issued ordinary share capital at
the date of this Notice); and provided that this power shall
expire at the conclusion of the next annual general meeting
of the Company save that the Company may, before such
expiry, make offers or agreements which would or might
Notice of Annual General Meeting
Annual Report for year ended 31 March 2023
91
require ordinary shares to be allotted and the Directors may
allot ordinary shares in pursuance of such offer or agreement
notwithstanding that the authority conferred by this resolution
has expired.
16. That the Company be and is hereby generally and
unconditionally authorised for the purposes of section 701
of the Act to make market purchases (within the meaning of
section 693(4) of the Act) of ordinary shares of £0.01 each in
the capital of the Company, to be cancelled or held in treasury
for potential reissue, provided that:
(a) the maximum aggregate number of ordinary shares that
may be purchased is 72,161,781;
(b) the minimum price (excluding expenses) which may be
paid for each ordinary share is £0.01;
(c) the maximum price (excluding expenses) which may
be paid for each ordinary share is an amount equal to
the higher of: (i) 105 per cent. of the average of the
mid-market value of an ordinary share in the Company
for the five business days prior to the day the purchase
is made; and (ii) the higher of: a. the price of the last
independent trade of an ordinary share; and b. the highest
current independent bid for an ordinary share; and
(d) the authority conferred by this resolution shall expire at
the conclusion of the Company’s next annual general
meeting save that the Company may, before the expiry
of the authority granted by this resolution, enter into a
contract to purchase ordinary shares which will or may
be executed wholly or partly after the expiry of such
authority.
17. That a general meeting, other than an annual general meeting,
may be called on not less than 14 clear days’ notice provided
that this authority shall expire at the conclusion of the
Company’s next annual general meeting.
By order of the Board
Registered Office: First Floor, 16-17 Little Portland Street,
London W1W 8BP
Registered Number: 11160422
14 July 2023
Notice of Annual General Meeting
92
Gore Street Energy Storage Fund plc
Explanatory Notes to the
Notice of Meeting
1. Only those shareholders registered in the Company’s register
of members at: 5.00 p.m. on 19 September 2023; or, if
this meeting is adjourned, 5.00 p.m. on the day two days
before the adjourned meeting, shall be entitled to attend,
speak and vote at the meeting. Changes to the register of
members after the relevant deadline shall be disregarded in
determining the rights of any person to attend, speak and
vote at the meeting.
2. Information regarding the meeting, including the information
required by section 311A of the Companies Act, can be
found at www.gsenergystoragefund.com
3. If you wish to attend the meeting in person, please bring
your attendance card with you to the AGM. We recommend
that you arrive by 9.15 am to enable us to carry out all the
registration formalities to ensure a prompt start at 9.30am.
If you have any special needs or require wheelchair access to
the venue, please contact the Company Secretary at
cosec@gorestreeetcap.com in advance of the meeting. Mobile
phones may not be used in the meeting and cameras and
recording equipment are not allowed in the meeting.
A member entitled to attend and vote at the meeting convened
by the above Notice is entitled to appoint one or more proxies
to exercise all or any of the rights of the member to attend and
speak and vote in his/her place at the AGM. A proxy need not
be a member of the Company. To be valid the forms of proxy,
together with the power of attorney or other authority (ifany)
under which it is signed or a notarially certified or office copy
of the same, must be completed and returned in accordance
with the instructions printed thereon to the office of the
Company’s Registrar or delivered by hand (during office hours)
to the same address as soon as possible and in any event so
as to arrive by not later than 9.30 am on 19 September2023.
4. If you are not a member of the Company but you have
been nominated by a member of the Company to enjoy
information rights, you do not have a right to appoint any
proxies under the procedures set out in note 3. Please note
11 below. You may appoint more than one proxy provided
each proxy is appointed to exercise the rights attached
to a different share or shares held by that shareholder. To
appoint more than one proxy, you may photocopy the form
of proxy enclosed with this Notice of Annual General Meeting
or alternatively, please contact the Company’s Registrar
Computershare Investor Services PLC on 0370 707 1741
with a view to obtaining a duplicate form. You will need to
state clearly on each proxy form the number of shares in
relation to which the proxy is appointed. Failure to specify
the number of shares to which each proxy appointment
relates or specifying a number in excess of those held by
the shareholder will result in the proxy appointment being
invalid. If you wish your proxy to speak on your behalf at
the meeting you will need to appoint your own choice of
proxy (not the chairman) and give your instructions directly
to them. All forms must be signed and should be returned
together in the same envelope. shareholders can: Appoint a
proxy or proxies and give proxy instructions by returning the
enclosed proxy form by post or, alternatively, register their
proxy appointment electronically.
5. The notes to the proxy form explain how to direct your proxy
how to vote on each resolution or withhold their vote. In the
case of a shareholder which is a company, the proxy form
must be executed under its common seal or signed on its
behalf by an officer of the company or an attorney for the
company. Any power of attorney or any other authority under
which the proxy form is signed (or a duly certified copy of
such power or authority) must be included with the proxy
form. If you have not received a proxy form and believe that
you should have one, or if you require additional proxy forms,
please contact Computershare Investor Services PLC on
0370 707 1741.
6. As an alternative to completing the hard-copy proxy
form, you can appoint a proxy electronically by visiting
www.investorcentre.co.uk/eproxy. You will be asked to enter
the Control Number, the shareholder Reference Number
(SRN) and PIN and agree to certain terms and conditions.
These details can be found on the form of proxy. For an
electronic proxy appointment to be valid, your appointment
must be received by Computershare Investor Services PLC
no later than 9.30 am on 19 September 2023. To appoint
one or more proxies or to give an instruction to a proxy
(whether previously appointed or otherwise) via the CREST
system, CREST messages must be received by the issuer’s
agent (ID Number 3RA50) not later than 48 hours before the
time appointed for holding the meeting. For this purpose, the
time of receipt will be taken to be the time (as determined
by the timestamp generated by the CREST system) from
which the issuer’s agent is able to retrieve the message. The
Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
7. In the case of joint holders, where more than one of the
joint holders completes a proxy appointment, only the
appointment submitted by the most senior holder will be
accepted. Seniority is determined by the order in which the
names of the joint holders appear in the Company’s register
of members in respect of the joint holding (the first-named
being the most senior).
8. Shareholders may change proxy instructions by submitting
a new proxy appointment using the methods set out above.
Note that the cut-off time for receipt of proxy appointments
also apply in relation to amended instructions; any amended
proxy appointment received after the relevant cut-off time
will be disregarded. Where you have appointed a proxy
using the hard-copy proxy form and would like to change
the instructions using another hard-copy proxy form,
please contact Computershare Investor Services PLC on
0370 7071741. If you submit more than one valid proxy
Notice of Annual General Meeting
Annual Report for year ended 31 March 2023
93
appointment, the appointment received last before the latest
time for the receipt of proxies will take precedence.
9. Appointment of a proxy does not preclude you from
attending the meeting and voting in person. If you have
appointed a proxy and attend the AGM in person, your proxy
appointment will automatically be terminated.
10. A corporation which is a shareholder can appoint one or
more corporate representatives who may exercise, on its
behalf, all its powers as a shareholder provided that no more
than one corporate representative exercises powers over the
same share.
11. If you are a person who has been nominated under
section146 of the Companies Act to enjoy information
rights: You may have a right under an agreement between
you and the shareholder of the Company who has nominated
you to have information rights (the “Relevant shareholder”)
to be appointed or to have someone else appointed as
a proxy for the meeting. If you either do not have such a
right or if you have such a right but do not wish to exercise
it, you may have a right under an agreement between you
and the Relevant shareholder to give instructions to the
Relevant shareholder as to the exercise of voting rights. Your
main point of contact in terms of your investment in the
Company remains the Relevant shareholder (or, perhaps,
your custodian or broker) and you should continue to contact
them (and not the Company) regarding any changes or
queries relating to your personal details and your interest
in the Company (including any administrative matters).
The only exception to this is where the Company expressly
requests a response from you. The rights relating to proxies
set out above do not apply directly to nominated persons.
12. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for or
against the resolution if no voting indication is given, your
proxy will vote or abstain from voting at his or her discretion.
Your proxy will vote (or abstain from voting) as he or she
thinks fit in relation to any other matter which is put before
the meeting.
13. As at 5 pm on 13 July 2023, which is the latest practicable
date before publication of this notice, the Company’s issued
share capital comprised 481,399,478 ordinary shares of
£0.01 each. Each ordinary share carries the right to one vote
at a general meeting of the Company and, therefore, the
total number of voting rights on that date is481,399,478.
No shares are held in treasury. The Company’s website
will include information on the number of shares and
votingrights.
14. Any member attending the meeting has the right to ask
questions. The Company must answer any question you
ask relating to the business being dealt with at the meeting
unless: answering the question would interfere unduly with
the preparation for the meeting or involve the disclosure
of confidential information. The answer has already been
given on a website in the form of an answer to a question.
Itis undesirable in the interests of the Company or the good
order of the meeting that the question be answered.
15. Under section 527 of the Companies Act, shareholders
meeting the threshold requirements set out in that section
have the right to require the Company to publish on a
website a statement setting out any matter relating to
theaudit of the Company’s accounts (including the auditor’s
report and the conduct of the audit) that are to be laid before
the AGM. The Company may not require the shareholders
requesting any such website publication to pay its expenses
in complying with the request. Where the Company is
required to place a statement on a website under section
527 of the Companies Act, it must forward the statement to
the Company’s auditor not later than the time when it makes
the statement available on the website.
16. Under section 338 of the Companies Act 2006, Shareholders
meeting the threshold requirements set out in that section,
may, subject to conditions, require the Company to give to
shareholders notice of a resolution which may properly be
moved and is intended to be moved at that meeting. The
conditions are that: The resolution must not, if passed, be
ineffective (whether by reason of inconsistency with any
enactment or the Company’s constitution or otherwise). The
resolution must not be defamatory of any person, frivolous
or vexatious. The request: may be in hard copy form or in
electronic form; must identify the resolution of which notice
is to be given by either setting out the resolution in full or, if
supporting a resolution sent by another shareholder, clearly
identifying the resolution which is being supported; must be
authenticated by the person or persons making it; and must
be received by the Company not later than 10 August 2023,
which is at least six weeks before the meeting.
17. Under section 338A of the Companies Act 2006,
shareholders meeting the threshold requirements set out in
that section may, subject to conditions, require the Company
to include in the business to be dealt with at the meeting
a matter (other than a proposed resolution) which may
properly be included in the business (a matter of business).
The conditions are that: The matter of business must not
be defamatory of any person, frivolous or vexatious. The
request: – may be in hard copy form or in electronic form;
– must identify the matter to be included in the business
by either setting it out in full or, if supporting a statement
sent by another shareholder, clearly identifying the matter
which is being supported; – must be accompanied by a
statement setting out the grounds for the request; – must be
authenticated by the person or persons making it; and – must
be received by the Company not later than 10August2023,
which is at least six weeks before the meeting.
18. Copies of the letters of appointment of the non-executive
Directors are available for inspection at the Company’s
registered office during normal business hours and at the
place of the meeting from at least 15 minutes prior to the
meeting until the end of the meeting.
19. Voting on all resolutions will be conducted by way of a poll.
As soon as practicable following the meeting, the results of
the voting will be announced via a regulatory information
service and also placed on the Company’s website.
Notice of Annual General Meeting
94
Gore Street Energy Storage Fund plc
20. Except as provided above, shareholders who have general
queries about the meeting should telephone Computershare
Investor Services PLC on 0370 703 6253. Calls are
charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged
at the applicable international rate. We are open between
09:00– 17:30, Monday to Friday excluding public holidays
in England and Wales. No other methods of communication
will be accepted. You may not use any electronic address
provided in this notice of Annual General Meeting, or in any
related documents for communicating with the Company for
the purposes other than those expressly stated.
Notice of Annual General Meeting
SFDR ANNEX IV
Annual Report for year ended 31 March 2023
95
Sustainable
investment means an
investment in an
economic activity that
contributes to an
environmental or social
objective, provided that
the investment does not
significantly harm any
environmental or social
objective and that the
investee companies
follow good governance
practices.
SFDR ANNEX IV
Template periodic disclosure for the financial products referred to in
Article8, paragraphs 1, 2 and 2a, of Regulation (EU) 2019/2088 and
Article 6, first paragraph, of Regulation (EU) 2020/852
Product name: Gore Street Energy Storage Fund PLC
Legal entity identifier: 213800GPUNVGG81G4O21
Environmental and/or social characteristics
The EU Taxonomy is a
classification system laid
down in Regulation (EU)
2020/852, establishing
a list of
environmentally
sustainable economic
activities. That
Regulation does not
include a list of socially
sustainable economic
activities. Sustainable
investments with an
environmental objective
might be aligned with
the Taxonomy or not.
Did this financial product have a sustainable investment objective?
l l
Yes l l
No
It made sustainable
investments with an
environmental objective:___ %
in economic activities that
qualify as environmentally
sustainable under the EU
Taxonomy
in economic activities that
do not qualify as
environmentally
sustainable under the EU
Taxonomy
It promoted Environmental/Social (E/S)
characteristics and
while it did not have as its objective a
sustainable investment, it had a
proportion of ___ % of sustainable
investments
with an environmental objective in
economic activities that qualify as
environmentally sustainable under
the EU Taxonomy
with an environmental objective in
economic activities that do not qualify
as environmentally sustainable under
the EU Taxonomy
with a social objective
It made sustainable investments
with a social objective:
___ %
It promoted E/S characteristics, but did not
make any sustainable investments
Sustainability
indicators measure how
the environmental or
social characteristics
promoted by the
financial product are
attained.
To what extent were the environmental and/or social
characteristics promoted by this financial product met?
Gore Street Energy Storage Fund plc invests in utility-scale energy storage systems. These assets
support the transition to a low-carbon, sustainable economy through:
enabling the integration of renewable energy sources into the power grid
avoiding carbon emissions from the power sector.
SFDR ANNEX IV
96
Gore Street Energy Storage Fund plc
Principal adverse
impacts are the most
significant negative
impacts of investment
decisions on
sustainability factors
relating to
environmental, social
and employee matters,
respect for human
rights, anti-corruption
and anti-bribery matters.
How did the sustainability indicators perform?
Total renewable electricity stored: 9,055 MWh
Net CO2 emissions avoided:3,590 tCO2e
…and compared to previous periods?
N/A. There has been no previous reporting.
What were the objectives of the sustainable investments that the financial
product partially made and how did the sustainable investment contribute to
such objectives?
N/A. The fund does not qualify as a sustainable investment.
How did the sustainable investments that the financial product partially made
not cause significant harm to any environmental or social sustainable
investment objective?
N/A. The fund does not qualify as a sustainable investment.
How were the indicators for adverse impacts on sustainability factors taken into account?
N/A
Were sustainable investments aligned with the OECD Guidelines for Multinational
Enterprises and the UN Guiding Principles on Business and Human Rights? Details:
N/A
The EU Taxonomy sets out a “do not significant harm” principle by which Taxonomy-aligned
investments should not significantly harm EU Taxonomy objectives and is accompanied by
specific Union criteria.
The “do no significant harm” principle applies only to those investments underlying the
financial product that take into account the EU criteria for environmentally sustainable
economic activities. The investments underlying the remaining portion of this financial product
do not take into account the EU criteria for environmentally sustainable economic activities.
Any other sustainable investments must also not significantly harm any environmental or social
objectives.
SFDR ANNEX IV
Annual Report for year ended 31 March 2023
97
How did this financial product consider principal adverse impacts
on sustainability factors?
During the reporting period, the fund assessed and monitored the principal adverse impacts on
sustainability factors as follows:
Greenhouse gas emissions
The fund excludes any investments in fossil fuels.
Biodiversity
The Investment Manager assesses the fund’s assets’ impact on biodiversity during the investment
and construction process and takes appropriate action to avoid or remediate impacts to ensure
compliance with local planning regulations.
Pollution and waste
The Investment Manager works closely with its partners during the construction process and over
the lifecycle of the fund’s assets to avoid pollution and waste where possible.
Human rights, social and employee matters
The fund supports the UN Global Compact Principles and OECD Guidelines for Multinational
Corporations and does not tolerate any form of forced labour, child labour or severe human rights
abuses in its supply chains. As part of the due diligence process, suppliers are required to provide
details of their supply chain management approach and to confirm, on an annual basis, compliance
with the principles outlined in the Investment Manager’s supplier code of conduct. The Investment
Manager also has processes in place to ensure health & safety standards are met on-site.
Monitoring of PAIs
Although the fund anticipates fully monitoring and reporting on all relevant principal adverse
impacts, data may not be fully, or in part, available on one or more of the fund’s investments.
In instances where data is not fully available, the Investment Manager may make reasonable
estimates as to the impact or rely on third party providers’ data to do so. In situations where data is
not appropriate to rely available either in full or in part and where the Investment Manager deems it
on estimates, the Investment Manager will explain in the funds reporting the rationale for such
estimation.
The table below summarises the fund’s performance as reported against the principal adverse
impacts considered. The assessment included all assets in operation and under construction held
by investee companies of the fund during the period of 1 April 2022 to 31 March 2023.
SFDR ANNEX IV
98
Gore Street Energy Storage Fund plc
Topic # Indicators Performance
April 2022 – March 2023
Methodology
Due diligence on Principal Adverse Impacts (PAI)
Climate and other environment-related indicators
Greenhouse gas emissions 1 Total greenhouse gas (GHG) emissions
(Scope 1, 2 and 3)
25,621 tCO
2
e Framework by the
Greenhouse Gas Protocol
2 Carbon footprint 106.58 tCO
2
e / M£ Formula prescribed by
SFDR
3 GHG intensity of investee companies 185.26 tCO
2
e / M£ Formula prescribed by
SFDR
4 Exposure to companies active in the fossil fuel
sector
No exposure Review of relevant
documentation
5 Share of non-renewable energy consumption and
production
72.1 % Based on asset activity
data, grid mix data
6 Energy consumption intensity per high impact
climate sector
0.31 GWh / M£ Based on energy
consumption, financial data
Biodiversity 7 Activities negatively affecting biodiversity-
sensitive areas
None identified Review of relevant
documentation
Emissions to water 8 Emissions to water 0.00 mg / L Review of site activities
Waste 9 Hazardous waste ratio 0.00 % Review of site activities
Social and employee matters
UNGC principles or OECD
Guidelines for Multinational
Enterprises
10 Violations of principles/guidelines None identified Review of relevant
documentation
11 Lack of processes and mechanisms to monitor
compliance
No formal processes or
mechanisms identified
Review of relevant
documentation
Gender equality 12 Unadjusted gender pay gap N/A N/A
Gender diversity 13 Board gender diversity 0.22 (weighted average
of females and males at
investee company level)
Based on board
composition, financial data
Controversial weapons 14 Exposure to controversial weapons
(anti-personnel mines, cluster munitions,
chemical and biological weapons)
No exposure Review of relevant
documentation
Additional sustainability disclosures
Air emissions 15 Emissions of air pollutants 0.00 tonnes Review of site activities
Additional water and waste,
and material emissions
16 Water usage and recycling 0.00 m3 Review of site activities
17 Non-recycled waste ratio 0.00 % Review of site activities
Human rights 18 Operations and suppliers at significant risk of
incidents of child labour
No exposure from activities
directly under GSF’s control
Review of relevant
documentation
19 Operations and suppliers at significant risk of
incidents of forced or compulsory labour
No exposure from activities
directly under GSF’s control
Review of relevant
documentation
20 Number of identified cases of severe human
rights issues and incidents
None identified Review of relevant
documentation
Sustainability indicators 21 Net CO
2
emissions avoided 3,590 tCO
2
e Based on battery charging
data, grid carbon emissions
factors
22 Total renewable electricity stored. 9,055 MWh Based on import energy
data, grid mix data
SFDR ANNEX IV
Annual Report for year ended 31 March 2023
99
Asset allocation
describes the share of
investments in specific
assets.
What were the top investments of this financial product?
Largest
investments*
Sector % Assets Country
Cash Energy 22 N/A
Infrastructure 1 Energy 22 US
Infrastructure 2 Energy 10 NI
*Further information is available upon request.
What was the proportion of sustainability-related investments?
100% of the investments were sustainability-related.
What was the asset allocation?
#1 Aligned with E/S characteristics includes the investments of the financial product used
to attain the environmental or social characteristics promoted by the financial product.
#2Other includes the remaining investments of the financial product which are neither aligned
with the environmental or social characteristics, nor are qualified as sustainable investments.
The category #1 Aligned with E/S characteristics covers:
- The sub-category #1A Sustainable covers environmentally and socially sustainable
investments.
- The sub-category #1B Other E/S characteristics covers investments aligned with the
environmental or social characteristics that do not qualify as sustainable investments.
Investments
#1 Aligned with E/S characteristics
The list includes the
investments constituting
the greatest
proportion of
investments of the
financial product during
the reference period
which is: April 2022 –
March 2023.
SFDR ANNEX IV
100
Gore Street Energy Storage Fund plc
Taxonomy-aligned
activities are expressed
as a share of:
- turnover reflecting
the share of revenue
from green activities
of investee
companies.
- capital expenditure
(CapEx) showing the
green investments
made by investee
companies, e.g. for a
transition to a green
economy.
- operational
expenditure (OpEx)
reflecting green
operational activities
of investee
companies.
Investments: 100% of the investments were allocated to battery energy storage
systems used to meet the environmental characteristics promoted by the fund.
Cash: Where the fund has raised capital, upon receipt of such capital and prior to its
deployment into investment projects in accordance with the fund’s investment
strategy, such new capital will comprise cash and cash equivalents. The fund’s cash
balance as of 31 March 2023 was £123.7m, representing 22% of the fund.
In which economic sectors were the investments made?
All investments were made in the energy sector, specifically the battery energy storage
sub-sector.
No investments were made in sectors or sub-sectors of the economy that derive revenues
from exploration, mining, extraction, production, processing, storage, refining or
distribution, including transportation, storage and trade, of fossil fuels as defined in
Article 2, point (62), of Regulation (EU) 2018/1999 of the European Parliament and of the
Council.
To what extent were the sustainable investments with an
environmental objective aligned with the EU Taxonomy
1
?
N/A. The fund does not qualify as a sustainable investment.
Did the financial product invest in fossil gas and/or nuclear energy
related activities complying with the EU Taxonomy
1
?
Yes
In fossil gas In nuclear energy
No
The graphs below show in green the percentage of investments that were aligned with
the EU Taxonomy. As there is no appropriate methodology to determine the taxonomy-
alignment of sovereign bonds*, the first graph shows the Taxonomy alignment in
relation to all the investments of the financial product including sovereign bonds, while
the second graph shows the Taxonomy alignment only in relation to the investments of
the financial product other than sovereign bonds.
1 Fossil gas and/or nuclear related activities will only comply with the EU Taxonomy where they contribute to limiting climate
change (“climate change mitigation”) and do not significantly harm any EU Taxonomy objective - see explanatory note in the left
hand margin. The full criteria for fossil gas and nuclear energy economic activities that comply with the EU Taxonomy are laid
down in Commission Delegated Regulation (EU) 2022/1214.
To comply with the EU
Taxonomy, the criteria
for fossil gas include
limitations on emissions
and switching to fully
renewable power or
low-carbon fuels by the
end of 2035. For
nuclear energy, the
criteria include
comprehensive safety
and waste management
rules.
Enabling activities
directly enable other
activities to make a
substantial contribution
to an environmental
objective.
Transitional activities
are activities for which
low-carbon alternatives
are not yet available and
among others have
greenhouse gas
emission levels
corresponding to the
best performance.
SFDR ANNEX IV
Annual Report for year ended 31 March 2023
101
are sustainable
investments
with an
environmental
objective that do not
take into account the
criteria for
environmentally
sustainable economic
activities under
Regulation (EU)
2020/852.
* For the purpose of these graphs,sovereign bonds’ consist of all sovereign exposures.
x%
x%
x%
x%
x%
x%
x%
x%
x%
x%
x%
x%
OpEx
CapEx
Turnover
0% 50% 100%
1. Taxonomy-alignment of investments
including sovereign bonds*
Taxonomy-aligned: Fossil gas
Taxonomy-aligned: Nuclear
Taxonomy-aligned (no gas and nuclear)
Non Taxonomy-aligned
x%
x%
x%
x%
x%
x%
x%
x%
x%
x%
x%
x%
x%
x%
x%
OpEx
CapEx
Turnover
0% 50% 100%
2. Taxonomy-alignment of investments
excluding sovereign bonds*
Taxonomy-aligned: Fossil gas
Taxonomy-aligned: Nuclear
Taxonomy-aligned (no gas and nuclear)
Non Taxonomy-aligned
x%
x%
x%
This graph represents x% of the total investments.
What was the share of investments made in transitional
and enabling activities?
N/A
How did the percentage of investments that were aligned
with the EU Taxonomy compare with previous reference
periods?
N/A
What was the share of sustainable investments with an
environmental objective not aligned with the EU Taxonomy?
N/A
What was the share of socially sustainable investments?
N/A
What investments were included under “other”, what was
their purpose and were there any minimum environmental
or social safeguards?
N/A. All investments were allocated to battery energy storage systems.
SFDR ANNEX IV
102
Gore Street Energy Storage Fund plc
What actions have been taken to meet the environmental and/or
social characteristics during the reference period?
During the reporting period, the fund expanded its operational capacity by 25.8%, from 231.7 MW
to 291.6 MW, by successfully completing the construction of the Porterstown asset in the Republic
of Ireland and through the acquisition of three operational assets (Snyder, Westover and
Sweetwater) in Texas, USA.
The fund also closed acquisitions totalling 514.7 MW of additional capacity and entered two new
grids (ERCOT and CAISO, both in the USA), thereby supporting the energy transition across
different jurisdictions.
Additionally, the Investment Manager managed the operational assets on behalf of the fund to
ensure they remain functional and continue to provide a range of services to the grid, achieving
over 95% availability over the reporting period. These services enable a higher penetration of
renewable energy sources and help to balance demand and supply, thereby avoiding carbon
emissions from fossil fuel-fired peaker plants.
How did this financial product perform compared to the reference
benchmark?
N/A. Due to the bespoke nature of the Gore Street Energy Storage Fund’s activities, the fund
believes that there is no relevant sustainable designated reference benchmark to utilise.
How does the reference benchmark differ from a broad market index?
N/A
How did this financial product perform with regard to the sustainability
indicators to determine the alignment of the reference benchmark with the
environmental or social characteristics promoted?
N/A
How did this financial product perform compared with the reference
benchmark?
N/A
How did this financial product perform compared with the broad market
index?`
N/A
!
Reference benchmarks
are indexes to measure
whether the financial
product attains the
environmental or social
characteristics that they
promote.
Alternative Performance Measures and Glossary
Annual Report for year ended 31 March 2023
103
In reporting financial information, the Company presents alternative performance measures, (“APMs”), which are not defined under
the requirements of IFRS. The Company believes that these APMs, which are not considered to be a substitute for or superior to IFRS
measures, provide stakeholders with additional helpful information on the performance of the Company. The APMs presented in this
report are shown below:
1. NAV TOTAL RETURN FOR THE YEAR
A measure of NAV performance for the financial year, considering both capital returns and dividends paid to shareholders. This does
not factor in return on assumed reinvestment of dividends.
31 March
2023
31 March
2022
NAV per Ordinary Share at year end
115.55p 109.11p
Dividends per ordinary share paid during the period
7.00p 5.00p
NAV per Ordinary Share at the beginning of the year
109.11p 100.88p
NAV Total return
13.44p 13.23p
NAV Total Return for the year
12.3% 13.1%
2. NAV TOTAL RETURN FOR THE YEAR INCLUDING DIVIDEND REINVESTMENT
A measure of NAV performance for the financial year, considering both capital returns and dividends paid to shareholders. This factors
in return on reinvestment of dividends.
31 March
2023
31 March
2022
NAV Per Ordinary Share at end of year
115.55p 109.11p
Dividends Paid during the year*
7.00p 5.00p
Dividend Reinvestment impact
0.30p 0.29p
NAV Per Ordinary Share at end of year including dividend reinvestment
122.85p 114.40p
NAV Per Ordinary Share at beginning of year
109.11p 100.88p
NAV Total Return for the year
13.74p 13.52p
NAV Per Ordinary Share Total return for the year
12.6% 13.4%
3. NAV TOTAL RETURN SINCE IPO
A measure of NAV performance since IPO, considering both capital returns and dividends paid to shareholders. This does not factor in
return on assumed reinvestment of dividends.
31 March
2023
31 March
2022
NAV per Ordinary Share at year end
115.55p 109.11p
Dividends per ordinary share paid since IPO
29.00p 22.00p
NAV per Ordinary Share at IPO
97.67p 97.67p
NAV Total return
46.88p 33.44p
NAV Total Return since IPO
48.0% 34.2%
Alternative Performance Measures
Alternative Performance Measures and Glossary
104
Gore Street Energy Storage Fund plc
4. NAV TOTAL RETURN SINCE IPO INCLUDING DIVIDEND REINVESTMENT
A measure of NAV performance since IPO, considering both capital returns and dividends paid to shareholders during the period. This
factors in return on reinvestment of dividends.
31 March
2023
31 March
2022
NAV Per Ordinary Share at end of year
115.55p 109.11p
Dividends Paid since inception
29.00p 22.00p
Dividend Reinvestment impact
4.29p 2.54p
NAV Per Ordinary Share at end of year including dividend reinvestment
148.84p 133.65p
NAV Per Ordinary Share at IPO
97.67p 97.67p
NAV Total Return since IPO
51.17p 35.98p
NAV Per Ordinary Share Total Return since IPO
52.4% 36.8%
5. SHARE PRICE TOTAL RETURN FOR THE YEAR
A measure of return to a shareholder holding a share for the financial year. This does not factor in return on assumed reinvestment of
dividends.
31 March
2023
31 March
2022
Share price at year end
100.80p 113.00p
Dividends per share paid during the year
7.00p 7.00p
Share price at the beginning of the year
113.00p 108.00p
Share price return for the year
-5.20p 12.00p
% Share price return for the year
-4.6% 11.1%
6. SHARE PRICE TOTAL RETURN FOR THE YEAR INCLUDING DIVIDEND REINVESTMENT
A measure of return to a shareholder holding a share for the financial year. Dividends per share reflect dividends declared during the
period with Ex.Dividend date prior to year end. This factors in return on assumed reinvestment of dividends at Ex.Dividend date based
on the spot share price at Ex.Dividend date.
31 March
2023
31 March
2022
Share Price Per Ordinary Share at end of year
100.80p 113.00p
Dividends per share during the year
7.00p 7.00p
Dividend Reinvestment impact
-0.56p -0.11p
Share Price Per Ordinary Share at end of year including dividend reinvestment
107.24p 119.89p
Share Price Per Ordinary Share at beginning of year
113.00p 108.00p
Share Price Total Return for the year
-5.76p 11.89p
Share Price Per Ordinary Share Total Return for the year
-5.1% 11.0%
7. SHARE PRICE TOTAL RETURN SINCE IPO
A measure of return to a shareholder holding a share since IPO. This does not factor in return on assumed reinvestment of dividends.
31 March
2023
31 March
2022
Share price at year end
100.80p 113.00p
Dividends per share paid since IPO
31.00p 24.00p
Share price at IPO
100.00p 100.00p
Share price return since IPO
31.80p 37.00p
% Share price return since IPO
31.8% 37.0%
Alternative Performance Measures and Glossary
Annual Report for year ended 31 March 2023
105
8. SHARE PRICE TOTAL RETURN SINCE IPO INCLUDING DIVIDEND REINVESTMENT
A measure of return to a shareholder holding a share since IPO. Dividends per share reflect dividends declared during the period with
Ex.dividend date prior to year end. This factors in return on assumed reinvestment of dividends.
31 March
2023
31 March
2022
Share Price Per Ordinary Share at end of year
100.80p 113.00p
Dividends per share since inception*
31.00p 24.00p
Dividend Reinvestment impact
-0.94p 2.47p
Share Price Per Ordinary Share at end of year including dividend reinvestment
130.86p 139.47p
Share Price Per Ordinary Share at IPO
100.00p 100.00p
Share Price Total Return since IPO
30.86p 39.47p
Share Price Per Ordinary Share Total Return since IPO
30.9% 39.5%
9. SHARE PREMIUM/DISCOUNT
31 March
2023
31 March
2022
Share price at year end
100.80p 113.00p
NAV per Ordinary Share at year end
115.55p 109.11p
Discount to NAV
-14.75p 3.89p
Discount to NAV %
-12.8% 3.6%
10. OPERATIONAL DIVIDEND COVER
A measure to demonstrate the Company’s ability to pay dividends to shareholders from the earnings generated by underlying
operational investments.
31 March
2023
31 March
2022
Operational EBITDA
£27.77m £23.34m
Dividend paid during the year (£)
£30.97m £18.06m *
Operational dividend cover
0.90x 1.29x
* Dividends of 5p per Ordinary Share were paid in the year ended March 2022, as a result of two dividends payments being made
in the quarter ended March 2021, with the December 2020 quarter dividend paid at the end of March 2021. Due to this timing of
payments, only 5p was paid for the prior year. To ensure comparability and to reflect a more meaningful and accurate dividend cover
for the comparable period, dividends paid of 7p is reflected, being the 5p paid between 1 April 2021 and March 2022 plus the
December 2020 quarter dividend paid at the end of March 2021, which due to timing of payment was not reflected as paid in the year
ended 31 March 2022.
11. DIVIDEND YIELD
31 March
2023
31 March
2022
Dividends per Ordinary Share paid during the year
7.0p 7.0p*
Share price at year end
100.8p 113.0p
Dividend yield
6.9% 6.2%
* Dividends of 5p per Ordinary Share were paid in the year ended March 2022, as a result of two dividends payments being made
in the quarter ended March 2021, with the December 2020 quarter dividend paid at the end of March 2021. Due to this timing of
payments, only 5p was paid for the prior year. To ensure comparability and to reflect a more meaningful and accurate dividend cover
for the comparable period, dividends paid of 7p is reflected, being the 5p paid between 1 April 2021 and March 2022 plus the
December 2020 quarter dividend paid at the end of March 2021, which due to timing of payment was not reflected as paid in the year
ended 31 March 2022.
Alternative Performance Measures and Glossary
106
Gore Street Energy Storage Fund plc
12. ONGOING CHARGES FIGURE
A measure, expressed as a percentage of average net assets, of the regular, recurring annual costs of running the Company. This has
been calculated and disclosed in accordance with the AIC methodology.
31 March
2023
31 March
2022
Total administrative and other expenses
9,881,402 6,395,827
Performance fee and non-recurring expenses
2,501,163 1,690,553
Total ongoing expenses
7,380,240 4,705,274
Average NAV for the year
540,090,679 324,625,268
Ongoing charges figure
1.37% 1.45%
50Hertz: One of the four transmission system operators
in Germany responsible for operating and managing the
electricity grid.
Automatic Frequency Restoration Reserve (aFFR): This
service is designed to support FCR should it fail to deliver
the flexibility needed to maintain the grid by maintaining
a reserve in the power grid that helps to keep the grid
frequency stable.
Ancillary services: Support services necessary for maintaining
the stability, reliability, and quality of electricity supply. These
services encompass activities such as frequency regulation,
voltage control, reactive power support, and black start
capability.
Balancing Mechanism: A market mechanism enabling grid
operators to balance electricity supply and demand in real-
time, ensuring system stability and reliability.
CAISO: California Independent System Operator. It functions
as the ISO for the majority of California’s electric grid,
overseeing the transmission and distribution of electricity
within the state.
Capacity Market: A market mechanism designed to ensure
sufficient electricity generation capacity is available to meet
the demand. Generators are compensated for their capacity
to be available rather than solely for the electricity they
generate.
Commercial Manager: Gore Street Operational Management
Limited.
Commercial Operations Date (COD): The official date when
an energy storage system begins its commercial operations
and starts consuming and supplying electricity to the grid.
Contingency Reserve Service (ECRS): An ancillary service to
ensure the availability of reserves in case of contingencies or
emergencies, thereby assisting in maintaining grid stability.
Discounted Cash Flow (DCF): A financial valuation method.
DS3: Delivering a Secure, Sustainable Electricity System. The
program implemented by both Transmission System Operator
(TSO) for the single Irish grid with the aim of increasing the
renewable penetration level in a safe and secure manner.
D-suite: A term collectively referring to Dynamic Regulation
(DR), Dynamic Containment (DC), and Dynamic Moderation
(DM) services.
Dynamic Containment (DC): A service offered by electricity grid
operators to address sudden imbalances in supply and demand,
usually in response to significant disturbances or faults.
Dynamic Moderation (DM): A service provided by electricity
grid operators to manage smaller imbalances in supply
and demand, often in response to minor fluctuations or
disturbances.
Dynamic Regulation (DR): A real-time service to actively
manage and regulate grid frequency, ensuring a stable and
balanced power system.
EirGrid: The TSO in Republic of Ireland. Responsible for the
operation and management of the electricity transmission
system in the Republic of Ireland as part of the All-Ireland
power system
Energisation: The process of supplying electricity to an energy
storage system after construction.
Electricity Forward Agreement (EFA): Refers to load profiles
when trading on an electricity market.
EPC: Engineering, Procurement, and Construction. Refers
to a project delivery approach in which a single entity (EPC
contractor) is responsible for the design, procurement, and
construction of a project, providing a comprehensive and
integrated solution.
ERCOT: Electric Reliability Council of Texas. It serves as the
independent system operator (ISO) for the electric grid in
Texas, responsible for ensuring the flow of electricity and
maintaining grid reliability.
Glossary
Alternative Performance Measures and Glossary
Annual Report for year ended 31 March 2023
107
Fast/Firm Frequency Response (FFR): A rapid and automated
response to changes in grid frequency, aiding in the
stabilisation of the grid within milliseconds or seconds.
Frequency Control Reserve (FCR): A mechanism to regulate
and control grid frequency within an acceptable range.
Investment Manager: Gore Street Capital Limited.
ISO: ISO stands for Independent System Operator an entity
responsible for the operation of a power grid or electrical
transmission system.
Manager: Refers to both the Investment Manager and the
Commercial Manager.
Mega Watt (MW): Refers to a unit of power equal to one
million watts. It is used to describe the output of electricity.
Mega Watt Hour (MWh): Refers to a unit of energy. It
represents the amount of energy generated or consumed over
one hour at a rate of one megawatt.
National Grid ESO: National Grid Electricity System Operator.
It is responsible for the operation and management of the
electricity transmission system in Great Britain.
System Non- Synchronous Penetration (SNSP): Is an
expression of the level of non-synchronous generation (e.g.
solar/wind) and interconnector imports compared to the
system demand and interconnector exports.
O&M: Operations and Maintenance. Refers to the activities
and tasks involved in operating and maintaining an
operational energy storage system.
Regulation Up: A grid balancing mechanism used during
periods when frequency drops, a battery can either discharge
or reduce its charging schedule in order to provide this
service.
Regulation Down: A grid balancing mechanism used during
periods when frequency rises, a battery can either charge or
increase its charging schedule in order to provide this service.
Soni: Is the TSO for Northern Ireland. Responsible for the
operation and management of the electricity transmission
system in Northern Ireland as part of the All-Ireland power
system.
TNUoS: Transmission Network Use of System charges. These
charges are imposed on users of the electricity transmission
system for accessing and utilising the transmission
infrastructure.
Shareholder Information
Webpage
The Company’s website has copies of all Company
documents, as well as links to the Company’s Regulated
Information Service announcements.
Association of Investment Companies
The Company is a member of the Association of Investment
Companies: www.theaic.co.uk.
Alternative Investment Fund Managers
Directors (“AIFMD”) disclosures
The Company is required to make certain disclosures to
comply with the FCA Handbook and other regulations.
These are included in this report or are made available on
the Company’s website.
Leverage
The Company’s leverage exposures as at 31 March 2023
were:
Gross method: 78.31%
Commitment method: 78.01%
Dividends
Dividends are paid quarterly, usually in January, April, July
and October.
Share liquidity
Average weekly share volumes for the twelve months ended
31March 2023 was 5,349,209.
Gore Street Energy Storage Fund plc (“GSF” or “the Company”)
is London’s first listed energy storage fund, launched in 2018.
The Company is the only UK-listed energy storage fund with a
diversified portfolio across five grid networks.
The Company is one of the principal owners and operators of battery storage
facilities in Great Britain and Ireland and 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, facilitating
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.
Investment Objective
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. 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’s investment policy is available on its website and on page 38.
Target Yield
The Company targets a dividend payment to shareholders at an annual rate of
7% of Net Asset Value per Ordinary Share, with a minimum target of 7 pence per
Ordinary Share.
Sustainability
The Company discloses its ESG principles in compliance with the EU’s
‘Sustainable Finance Disclosure Regulation’ (SFDR). SFDR disclosures are
included on page 95. The annual Sustainability Report assesses its alignment
with SFDR and the Task Force on Climate-Related Financial Disclosures ‘TCFD’
requirements. The report outlines how the Company integrates ESG principles
in its activities, such as acquisition, construction, and asset operations, and
provides investors with visibility on its ESG plans. The Company is also a
signatory of the Principles for Responsible Investing ‘the PRI’. Further details are
included on page 38.
About Us
Strategic Report
1 Key Metrics
2 Chair’s Statement
7 Investment Manager’s Report
35 Strategic Report
Governance
48 Board of Directors
50 Directors Report
53 Audit Committee Report
55 Management Engagement
Committee Report
56 Remuneration and Nomination
Committee Report
57 Directors’ Remuneration Report
59 Statement of Directors
responsibilities in respect of the
annual report and accounts
Financial Statement
61 Independent Auditor’s Report
66 Statement of Comprehensive
Income
67 Statement of Financial Position
68 Statement of Changes in Equity
70 Statement of Cash Flows
71 Notes to the Accounts
Annual General Meeting
88 Annual General Meeting –
Recommendations
90 Notice of Annual General Meeting
92 Explanatory Notes to the Notice of
Meeting
Additional information
95 SDFR annex IV
103 Definitions of Alternative
Performance Measures and
Glossary
Inside back Shareholder
cover Information
Back cover Directors and Advisers
Contents
Gore Street Energy Storage Fund plc Annual Report for the year ended 31 March 2023
Directors and Advisors
Directors
Pat Cox - Chair
Caroline Banszky
Max King
Tom Murley
Lisa Scenna
Registered office
First Floor,
16-17 Little Portland Street,
London W1W 8BP
AIFM and Investment
Manager
Gore Street Capital Limited
First Floor,
16-17 Little Portland Street,
London W1W 8BP
Company Secretary
Gore Street Operational
ManagementLimited,
First Floor,
16-17 Little Portland Street,
London W1W 8BP
Depositary
INDOS Financial Limited
The Scalpel, 18th Floor
52 Lime Street
London EC3M 7AF
Independent Auditor
Ernst & Young LLP
144 Morrison Street
Edinburgh EH3 8EX
United Kingdom
Legal Advisor
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
Administrator
Apex Fiduciary Services (UK) Limited
6th Floor
125 London Wall
London EC2Y 5AS
Registrar and Receiving
Agent
Computershare Investor Services Plc
The Pavilions
Bridgewater Road
Bristol BS13 8AE
Sponsor and Joint
Corporate Broker
Shore Capital Limited
Cassini House
57 St James Street
London SW1A 1LD
Joint Corporate Broker
J.P. Morgan Cazenove
Floor 29
25, Bank Street
London E14 5JP
Independent Valuer
BDO LLP
55 Baker Street
London W1U 7EU
Dealing Codes
ISIN: GB00BG0P0V73
SEDOL: BG0P0V7
Ticker: GSF
Global Intermediary
Identification Number
(GIIN)
ZAX2MB.99999.SL.826
Legal Entity Identifier (LEI )
213800GPUNVGG81G4O21
www.gsenergystoragefund.com
The paper stock used in this report
is manufactured at a mill that is FSC
accredited. The manufacture of the paper in
this report has been Carbon Balanced. The
print factory is FSC accredited and has the
Environmental ISO 14001 accreditation.
Annual Report of
Gore Street Energy
Storage Fund plc
For the year ended 31 March 2023