21 November 2024
FORESIGHT ENVIRONMENTAL
INFRASTRUCTURE LIMITED
("FGEN" or the
"Company")
Half-year results for the
period to 30 September 2024
FGEN, a leading listed investment company with
a diversified portfolio of environmental infrastructure assets
across the UK and mainland Europe, is pleased to announce
the Company's half-year results to 30 September
2024.
Summary of results
Earnings and Net Asset Value ("NAV"):
· NAV per share of
109.8 pence following payment of dividends to shareholders in line
with targets; resulting in a flat NAV total return of 0.04% for the
period
· On course to
deliver annual dividend of 7.80 pence in line with target,
representing a yield of 10.1%¹
on the share price at the date of this report
Another consecutive period of record cash receipts from
investments:
· Operational
assets delivered cash receipts of £46.6 million in the period,
beating the previous record for H1 of £46.2 million set last
year
· Construction
progress on track, with potential for further capital
growth
Clear and effective capital allocation
strategy:
· £68.1 million
raised from asset sales in the period
· Prioritising
repayment of revolving credit facility ("RCF"), with gearing
reduced to 28.7%
· £20 million share
buyback programme announced 15 August 2024, of which £5.2 million
returned to shareholders to 30 September 2024
Green hydrogen investment enters
administration:
· The value
(equivalent to 2.6% in NAV) of the Company's green hydrogen
investment (HH2E AG) has been written down in full after failing to
secure funding and entering administration, see Half-year Report
2024 for more information
Summary of changes in NAV:
|
NAV per
share
|
NAV at 31
March 2024
|
113.6p
|
Dividends paid in the period
|
-3.8p
|
AD operating contracts
|
1.1p
|
HH2E impairment
|
-2.9p
|
Share buyback uplift
|
0.2p
|
Other movements (including discount rate unwind
and actual performance)
|
1.6p
|
NAV at 30
September 2024
|
109.8p
|
Key
investment metrics
All amounts presented in £million (except as
noted)
|
Period ended
30 September 2024
|
Year ended
31 March
2024
|
Net assets(2)
|
720.1
|
751.2
|
Portfolio
value(3)
|
806.6
|
891.9
|
Operating income and gain/(loss) on
fair value of investments
|
4.2
|
(3.8)
|
Net Asset Value per
share(4)
|
109.8p
|
113.6p
|
Distributions, repayments and fees
from portfolio
|
46.6
|
87.0
|
(Loss) before tax
|
(0.5)
|
(13.9)
|
Gross asset
value(4)
|
1,010.5
|
1,091.8
|
NAV total return
|
0.04%
|
(1.6%)
|
Annualised NAV total
return(4)
|
7.6%
|
8.0%
|
Total shareholder
return(4)
|
69.4%
|
68.4%
|
Annualised shareholder
return(4)
|
5.1%
|
5.4%
|
(1) Based on closing share price of
77.60p on 19/11/2024
(2) Also referred to as
"NAV".
(3) Classified as investments at
fair value through profit or loss on the statement of financial
position.
(4) See alternative performance
measures ("APMs").on page 71 to 72 in the Half-year Report
2024
Dividend timetable
Ex-dividend date: 5 December
2024
Record
date: 6
December 2024
Payment
date: 27 December
2024
Ed
Warner, Chair of FGEN, said:
"FGEN's
half-year results reflect both progress and challenges. While the
full write-down of our investment in HH2E impacted overall
performance, outside of this our diversified portfolio of
sustainable infrastructure assets performed well, delivering record
cash distributions and solid dividend cover. During the period, we
were pleased to achieve the sale of a majority stake in six
anaerobic digestion facilities, to launch our first share buyback
programme, and to receive shareholder endorsement of a name change
to Foresight Environmental Infrastructure Limited. Additionally,
early reductions in UK interest rates provide cautious optimism for
a more favourable macroeconomic outlook.
"We remain
committed to disciplined capital allocation in the near term,
progressing our construction stage assets and delivering other
value enhancements across the portfolio. Longer term we are well
positioned to take advantage of the significant investment
opportunity presented by the commitment to decarbonisation and
sustainable development when the wider environment supports
it."
Half-year
report
A copy of the half-year report has been
submitted to the National Storage Mechanism and will shortly be
available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The
half-year report will also be available on the Company's website
at http://www.fgen.com where
further information on FGEN can be found.
Details of the
conference call for analysts and investors
A webinar and in-person event for the half-year
results will be held at 10:00 am (UK time) today, 21 November 2024,
hosted by Chris Tanner, Edward Mountney and Charlie Wright,
Investment Managers to FGEN. To register for the webinar, please
contact SEC Newgate by email
at fgen@secnewgate.co.uk.
Retail
Investor Webinar
On Monday 25 November 2024, Chris Tanner,
Edward Mountney and Charlie Wright will also be hosting a live
presentation for retail investors relating to its half-year results
via Investor Meet Company at 12:00 pm BST. The presentation is open
to all existing and potential shareholders. Questions can be
submitted pre-event via your Investor Meet Company dashboard up
until 9:00 am the day before the meeting or at any time during the
live presentation.
Investors can sign up to Investor Meet Company
for free and add to meet Foresight Environmental Infrastructure
Limited via:
https://www.investormeetcompany.com/foresight-environmental-infrastructure-ltd/register-investor
Investors who already follow FGEN on the
Investor Meet Company platform will automatically be
invited.
For further
information and enquiries, please contact:
Foresight Group Chris
Tanner
Edward Mountney
Wilna de Villiers
|
+44(0)20 3667 8100
institutionalir@foresightgroup.eu
|
Winterflood Securities Limited Neil Langford
|
+44(0)20 3100 0000
|
SEC
Newgate Elisabeth Cowell
Alice Cho
Harry Handyside
|
+44 (0)20 3757 6882
fgen@secnewgate.co.uk
|
Apex Fund and Corporate Services (Guernsey)
Limited Matt Lihou
Matt Falla
|
+44 (0)20 3530 3600
fgen@apexgroup.com
|
About
FGEN
FGEN's investment policy is to invest in a
diversified portfolio of Environmental Infrastructure.
Environmental Infrastructure is defined by the Company as
infrastructure assets, projects and asset-backed businesses that
utilise natural or waste resources or support more environmentally
friendly approaches to economic activity, support the transition to
a low carbon economy or which mitigate the effects of climate
change. Such investments will typically feature one or more of the
following characteristics:
· long-term, predictable cash flows, which may
be wholly or partially inflation-linked cash flows;
· long-term contracts or stable and well-proven
regulatory and legal frameworks; or
· well-established technologies, and
demonstrable operational performance.
FGEN's aim is to provide investors with a
sustainable, progressive dividend per share, paid quarterly and to
preserve the capital value of the portfolio over the long term on a
real basis. The target dividend for the year to 31 March 2025 is
7.80 pence per share¹.
FGEN is an Article 9 fund under the EU
Sustainable Finance Disclosure Regulation and has a transparent and
award winning approach to ESG.
Further details can be found on FGEN's website
www.fgen.com and LinkedIn page.
LEI: 213800JWJN54TFBMBI68
(1) These are targets only and not
profit forecasts. There can be no assurance that these
targets will be met or that the Company will make any distributions
at all.
Foresight
Environmental Infrastructure Limited
Half-year
Report for the six months ended 30 September 2024
About FGEN
Foresight Environmental Infrastructure Limited
("FGEN" or the "Company") is an environmental infrastructure
investment company, investing in a diversified portfolio of
assets that support the drive towards decarbonisation,
resource efficiency and environmental sustainability whilst
aiming to generate a sustainable financial
return.
The Company's portfolio includes 42 assets
located across the UK and mainland Europe.
FGEN is a Guernsey-registered company
with a premium listing on the London Stock Exchange and is a
proud constituent of the FTSE 250 index. The Company has an
award-winning approach to environmental, social and governance
("ESG") and sustainable investing.
View our
half-year results highlights here:
vimeo.com/fiveminutepitchtv/review/1031607578/7c24e09e9e
fgen.com
Our value proposition
At FGEN we believe that investors shouldn't have
to choose between attractive returns and investments with
real‑world environmental
benefits.
We have carefully constructed a portfolio that
aims to deliver sustainable returns whilst also providing investors
with access to otherwise hard-to-reach environmental infrastructure
assets.
Our diversified investment strategy goes beyond
core renewable assets such as wind farms and solar parks, to unlock
a broader array of opportunities across different technologies,
sectors and geographies - all centred around driving the transition
to a low-carbon economy, mitigating the effects of climate change
and preserving resources.
As a result, we're able to create a balanced
portfolio that's less exposed to unpredictable weather patterns and
that prioritises infrastructure-like characteristics such as
inflation protection and stable long-term cash flows, primarily
derived from government subsidies or long-term
contracts.
Our track
record
Dividend progression
2015
6.00p
2016
6.05p
2017
6.14p
2018
6.31p
2019
6.51p
2020
6.66p
2021
6.76p
2022
6.80p
2023
7.14p
2024
7.57p
2025
7.80p1
1. This is a target only,
there can be no guarantee this target will be met.
2. Note: Past performance
cannot be relied on as a guide to future performance
Our investment case
Our aim is to
enhance value for the long term.
01.
Sustainable financial
return
Offering stable progressive dividends and a
portfolio delivering annualised NAV total return of 7.6% since our
IPO.
02.
Diversified portfolio
Our broad mandate provides access to a diverse
range of investments across various technologies, sectors and
geographies, minimising concentration risk and maximising
opportunities.
03
Expert investment
management
Our experienced team brings deep industry
knowledge and a proven track record of generating attractive and
accretive investment opportunities.
04
Award-winning approach to
ESG
Sustainability is woven into every aspect of our
business, ensuring transparency and delivering measurable impacts,
which have earned us industry recognition.
Performance summary
For the period ended 30 September
2024.
£720.1m
|
109.8p
|
7.6%
|
£806.6m
|
Net Asset Value
("NAV")
|
NAV per
share1
|
Annualised NAV
total return1
|
Portfolio
value
|
FY24: £751.2m
|
FY24: 113.6p
|
FY24: 8.0%
|
FY24: £891.9m
|
28.7%
|
£595.4m
|
3.90p
|
1.23x
|
Gearing
|
Market
capitalisation1
|
Half-year
dividend per share3
|
Dividend
cover1,2
|
FY24: 31.2%
|
FY24: £619.9m
|
HY23: 3.78p
|
FY24: 1.30x
|
7.80p (+3%
increase)
|
619GWh5
|
96,742
tCO2e
|
333,346
|
2025 dividend target4
|
Renewable and low carbon
|
GHG emissions avoided
|
Tonnes of waste diverted from
|
|
energy generated
|
|
landfill
|
FY24: 7.57p
|
HY23: 660GWh
|
HY23: 95,788 tCO2e
|
HY23: 359,428
|
Commentary:
Earnings and NAV:
· NAV per share of
109.8 pence following payment of dividends to shareholders in line
with targets; resulting in a flat NAV total return of 0.04% for the
period
· On course to
deliver annual dividend of 7.80 pence in line with target,
representing a yield of 10.1%6 on the share price at the
date of this report
Another consecutive period of record
cash receipts from investments:
· Operational
assets delivered cash receipts of £46.6 million in the period,
beating the previous record for H1 of £46.2 million set last
year
· Construction
progress on track, with potential for further capital
growth
Clear and effective capital allocation
strategy:
· £68.1 million
raised from asset sales in the period
· Prioritising
repayment of revolving credit facility ("RCF"), with gearing
reduced to 28.7%
· £20 million share
buyback programme announced 15 August 2024, of which £5.2 million
returned to shareholders to 30 September 2024
Green hydrogen investment enters
administration:
· The value
(equivalent to 2.6% in NAV) of the Company's green hydrogen
investment (HH2E AG) has been written down in full after failing to
secure funding and entering administration, see page 28 of the
Half-year Report 2024 for more information.
1. The market capitalisation,
total shareholder return, Net Asset Value per share and dividend
cover are alternative performance measures ("APMs"). The APMs
within the accounts are defined on pages 71 and 72 in the Half-year
Report 2024.
2. On a paid basis.
3. On a declared
basis.
4. This is a target only,
there can be no guarantee this target will be met.
5. 619GWh reflects 100% of
generation at sites in which FGEN owns an interest. This is
equivalent to 563GWh when pro-rating for FGEN's proportionate
ownership interest.
6. Based on closing share
price of 77.60 pence on 19/11/2024.
Our portfolio at a glance
FGEN's portfolio comprises a carefully
constructed and diversified mix of environmental
infrastructure assets.
Project
locations
Split by portfolio
value
UK
|
90%
|
Rest of Europe
|
10%
|
Operational
status
Split by portfolio
value
Operational
|
92%
|
Construction
|
8%
|
Sectors
Wind
Waste & bioenergy
Anaerobic digestion
Solar
Low carbon & sustainable
solutions
Controlled environment
Hydro
Total
assets
Split by sector
42
assets
Wind
|
11
|
Waste & bioenergy
|
6
|
Anaerobic digestion
|
9
|
Solar
|
6
|
Low carbon & sustainable
solutions
|
6
|
Controlled environment
|
2
|
Hydro
|
2
|
See our website
for more information: fgen.com/portfolio
Assets by
location
Norway
|
1 asset
|
United Kingdom
|
39 assets
|
Germany
|
1 asset
|
Italy
|
1 asset
|
Does not include investment into
FEIP.
Chair's statement
"We remain confident in our strategy. Our strong
portfolio of assets consistently delivers solid distributions and
offers numerous opportunities, including the delivery of our
construction assets, other value enhancements across the portfolio
and additional targeted divestments."
Ed
Warner
Chair
In the half year to 30 September 2024, a period
of solid operating and financial performance for FGEN was impacted
by a full write-down of the value of the Company's green hydrogen
investment in Germany, HH2E AG ("HH2E"), which entered
administration after failing to secure the funding necessary for
its ongoing development. This is a disappointing outcome to me and
the Board. Full details are set out in the Investment Manager's
report on pages 9 and 28 of the Half-year Report 2024.
While this is clearly an unfortunate
development, there were a number of positives to reflect on during
the period, including the sale of a majority stake in six of FGEN's
anaerobic digestion ("AD") facilities; strong cash flow generation
from the Company's investments; the commencement of our first ever
share buyback programme; and the renaming of the Company following
shareholders' endorsement of its continuation at the Annual General
Meeting.
While we continue to operate within a
challenging macroeconomic backdrop, it has been pleasing to see the
first reductions in UK interest rates since 2020 - albeit only two
0.25% cuts to date. The inflationary environment experienced over
the past two and a half years has been a major driver of the
significant share price discounts we have seen across the
investment trust industry, including for FGEN, and so this was a
welcome development. We are not complacent, especially given the
uncertainty created by continuing geopolitical tensions.
Results
During the six months, FGEN delivered a flat Net
Asset Value ("NAV") per share total return after the distribution
of interim dividends totalling 3.84 pence per share. A pre-HH2E NAV
total return of 2.60% was reduced to 0.04% after accounting for the
write-down of the green hydrogen investment.
The Company remains on track to meet its
full-year target dividend of 7.80 pence per share, with dividend
cover expected to be in the range 1.2 to 1.3 times.
After taking account of the dividend, the
Company's NAV per share reduced by 3.3% from 113.6 pence at 31
March 2024 to 109.8 pence at 30 September 2024. HH2E aside, several
successful value enhancement initiatives within FGEN's portfolio
were offset by a slight reduction in independent power price
forecasts.
Portfolio
performance
Performance of FGEN's individual assets over the
six-month period has generally been pleasing. The portfolio
delivered yet another consecutive period of record cash
distributions, above budget, resulting in dividend cover of 1.23
times. We are also encouraged with the progress being made across
our key construction assets and in enhancement work within our core
portfolio. Several notable milestones have been achieved already
this year, such as the CE Glasshouse achieving its first sales and
Sandridge completing construction in preparation for connection to
the grid. Further updates on which are provided by our Investment
Manager in their report.
Transaction
activity, capital recycling and share buyback
programme
Our capital allocation strategy remains a key
priority for the Board and the Investment Manager, and we were
pleased to have finalised the sale of 51% of our portfolio of AD
assets for a total consideration of £68.1 million in August. This
deal was for cash consideration equivalent to NAV. As we remain a
minority owner, we will continue to benefit from the future growth
and income generated by this attractive AD portfolio which we
expect to be value accretive over the medium term.
This partial sale generated immediate liquidity
to commence share buybacks and to manage our credit facility. As a
result, we have been able to reduce our gearing to 28.7% and we
remain committed to reducing debt further. Our share buyback
programme started on 30 August 2024. We bought back 5,485,089
shares in the period for a total consideration of £5.2 million and
have continued to be active in the market buying back shares in the
second half of the financial year. At the time of publication of
this report, the total number of shares bought back stood at
10,398,680.
We have now completed two successful divestments
since IPO and we are actively engaged in further sales processes
to recycle capital.
Corporate
matters
As highlighted in our Annual Report for the year
ended 31 March 2024, we have also been laser-focused on
ensuring that the Company is as attractive as possible to current
and potential shareholders. This culminated in a reduction to the
management fees paid to the Investment Manager, effective from 1
October, and a change in the Company's name to Foresight
Environmental Infrastructure Limited, approved at our AGM in
September. This will better position FGEN to capitalise on the
clear commercial benefits available through closer association with
the Foresight brand.
Our AGM also saw our shareholders deliver a
solid endorsement of the Company and its business activities, with
93% of votes cast in favour of FGEN's continuation in its present
form. We would like to thank shareholders for their support and
look forward to maintaining engagement with you over the coming
months.
Outlook and
conclusion
Looking ahead, we continue to be cautious given
the challenges that remain on a macro level, while also
acknowledging that there is cause for considered optimism that
circumstances in the months ahead will create a more attractive
environment in which to invest. As well as the increased potential
for further interest rate cuts, we are confident that we can
continue to deliver value to shareholders.
We remain confident in our strategy. Our strong
portfolio of assets consistently delivers solid distributions and
offers numerous opportunities, including the delivery of our
construction assets, other value enhancements across the portfolio
and additional targeted divestments. We are steadfast in our
commitment to maintaining a disciplined approach to capital
allocation. Surplus liquidity generated by the portfolio in excess
of targeted dividends will be prioritised towards existing
commitments, planned follow-on investments and asset enhancements
within our current portfolio, alongside continued management of the
Company's credit facility to maintain a robust balance sheet. The
Directors will also consider extending the buyback programme based
on the liquidity position of the Company, the level of gearing and
the implied returns on offer from purchasing our own
shares.
Finally, the global commitment to
decarbonisation and sustainable development continues to present
significant prospects for FGEN. Whilst our immediate focus in the
short term is progressing the Company's construction stage assets
and delivering other value enhancement opportunities across the
portfolio, looking forward, we are well positioned to take
advantage of the significant investment opportunity when the wider
environment supports it, leveraging our expertise and strategic
vision to drive continued growth and impact.
Ed
Warner
Chair
20 November 2024
The Investment Manager's report
FGEN is managed by Foresight Group LLP
("Foresight" or "Foresight Group") as its external Alternative
Investment Fund Manager ("AIFM") with discretionary investment
management authority for the Company.
Chris
Tanner
Investment Manager
Edward
Mountney
Investment Manager
Charlie
Wright
Investment Manager
For detailed biographies of the team,
please see our website: fgen.com
ABOUT FORESIGHT
GROUP
Founded in 1984, Foresight is a leading
investment manager in real assets and capital for growth, operating
across the UK, Europe and Australia.
With decades of experience, Foresight offers
investors access to attractive investment opportunities at the
forefront of change. Foresight actively builds and grows investment
solutions to support the energy transition, decarbonise industry,
enhance nature recovery and realise the economic potential of
ambitious companies.
A constituent of the FTSE 250 index, Foresight's
diversified investment strategies combine financial and operational
skillsets to maximise asset value and provide attractive returns to
its investors. Its wide range of private and public funds is
complemented with a variety of investment solutions designed for
the retail market.
Foresight is united by a shared commitment to
build a sustainable future and grow thriving companies and
economies.
£12.6bn
|
900+
|
Assets under management1
|
Investment opportunities reviewed
|
|
|
8
|
438
|
Countries with operations
|
Infrastructure assets
|
|
|
180+
|
4.7GW
|
Dedicated professionals
|
Renewable
energy generation2
|
All figures as at 31 March 2024 (FY24) unless
otherwise stated.
1. Unaudited AUM estimate,
disclosed as part of the H1 FY25 trading update.
2. As defined by the London
Stock Exchange Green Economy Mark.
PORTFOLIO
UPDATE
As highlighted by the Chair, a period of solid
performance from FGEN's diversified portfolio of sustainable
infrastructure assets was offset by the full write-down of value of
the Company's investment in the HH2E hydrogen development platform,
following HH2E's decision to file for insolvency as a result of the
failure to secure the further funding necessary to meet its ongoing
commitments. FGEN has invested £19.3 million, equivalent to
2.6% of the NAV prior to the write‑down, and we currently consider it unlikely that
there will be any recovery, given that FGEN's claim on the company
is subordinated to general creditors under German law.
This is clearly a very disappointing result. We
remain of the belief that hydrogen will play a key part in the
energy transition globally as a versatile and low-carbon energy
carrier, and we felt that HH2E was a good opportunity to gain
access to the German hydrogen market, expected to be one of the
most attractive markets for energy infrastructure investors due to
the government support being proposed. However, the pace of
development of the hydrogen market has not been as quick as
originally expected and this has led to many projects around the
world being delayed. The scale of the additional at-risk funding
required by HH2E was considered to be too great in the context of
slower than expected demand and wider regulatory delays and
therefore FGEN declined to provide further funding,
particularly in consideration of our approach to portfolio
construction, risk and capital allocation in the current
market environment.
HH2E was the only development-stage investment
in the FGEN portfolio, and so the only asset in the portfolio that
faced such a risk profile.
Over 90% of the portfolio by value is in
operational assets that earn revenues and have a proven track
record of delivery, and our construction assets are
progressing well, with potential for capital growth as they
become operational.
See page 28 in Half-year Report 2024 in the
operational review of the Half-year Report 2024 for detailed
information about FGEN's investment in HH2E and the factors that
led to the write-down of the investment.
PERFORMANCE
SUMMARY
FGEN's diversification strategy continues to
offer significant benefits to investors. The portfolio gains from a
substantial proportion of contracted revenues, providing long-term
predictable cash flows with a high degree of inflation linkage, as
well as revenues earned by non-energy generating assets.
NAV per ordinary share at 30 September 2024 fell
to 109.8 pence (31 March 2024: 113.6 pence per share) after payment
of interim dividends totalling 3.84 pence and the 2.9 pence
negative impact of HH2E. The details on NAV movements over the
period are set out on pages 12 to 21 ofin the Half-year Report
2024. The Company's portfolio valuation at 30 September 2024
was £806.6 million (31 March 2024: £891.9 million).
The portfolio remains highly cash generative
with record cash receipts from the portfolio of £46.6 million by
way of distributions, which includes interest, loan repayments and
dividends over the first six months of the year (30 September 2023:
£46.2 million). Divestments totalling £68.1 million have been
carried out in the period and proceeds primarily used to repay the
RCF, underscoring the Investment Manager's prudent approach to
portfolio and balance sheet management. Dividend cover stands at
1.23 times for the first six months of the financial year, or 1.36
times before payment of the Electricity Generator Levy
("EGL").
Overall, the Company has benefited from good
operational performance across the portfolio, despite wind speeds
and solar irradiation being below average during the period. The AD
portfolio performed above budget and helped to compensate,
demonstrating the value of diversification across different asset
classes and energy resources. Whilst a material outage at
Cramlington during the period contributed to the waste &
bioenergy segment underperforming, this issue has now been repaired
with the asset since outperforming. Other variances to budget
primarily arise from changes in power prices since the start of the
year or temporary working capital fluctuations which will be
recouped prior to the year end.
Whilst electricity and gas prices have decreased
slightly during the period, FGEN benefits from the Investment
Manager's active mitigation of merchant power and gas price risk
which contributes to insulation from price fluctuations via
short-term price fixing arrangements and complemented further by
longer-term subsidy support. The portfolio is fixed 60% for winter
2024/25 and 43% for summer 2025.
FGEN's construction projects have also
progressed well during the period. The onsite construction of
Sandridge, the 50MW battery project, has been completed and is now
awaiting grid connection with pre-construction activities at the
other battery sites proceeding against planning milestones. The
Glasshouse project and the Rjukan project are both progressing
according to schedule, with sales ramp-up now well underway at the
Glasshouse on its licensed pharmaceutical products and Rjukan on
track to complete in time for first sales by the end of 2025. The
rollout of further CNG refuelling stations is progressing well with
a c.27% increase in fuel dispensed during the first half of
FY24.
Progressing these projects through construction
and into steady state operations is expected to result in positive
capital appreciation whilst providing diversification for the
portfolio across different markets and technologies.
Detailed case studies for CNG Foresight, the Glasshouse and
Rjukan are included in the asset spotlight section on pages 30
to 36 ofin the Half-year Report 2024.
MARKET AND
OPPORTUNITIES
The investment thesis for environmental
infrastructure remains strong. The markets and opportunities remain
largely unchanged from those discussed on pages 21 to 24 in
Half-year Report 2024.
The Investment Manager has a strong origination
and investment acquisition platform across offices in the UK, Italy
and Spain, which over the last 12 months has sourced close to 900
prospective infrastructure investments. These cover the value chain
from operational assets providing immediate yield through to
development and construction-stage investments with an additional
focus on growth and capital appreciation, across asset classes
which have been and will continue to be of core focus to FGEN,
covering energy transition and renewables, the circular economy,
and other low carbon and sustainable solutions.
Investment into new projects are not expected in
the short to medium term in light of the wider market situation and
ongoing focus on capital allocation. However, we are optimistic
that when macro conditions are more supportive, FGEN will be well
placed for further investment across a diversified range of asset
classes, continuing to prioritise the core aspects of thematic
infrastructure investing such as stable cash flows, inflation
linkage and the delivery of essential services, whilst contributing
to a lower-carbon economy.
Read more about markets and opportunities on
pages 21 to 24 in Half-year Report 2024.
RISKS AND RISK
MANAGEMENT
The Company's approach to risk governance and
its risk review process, as well as the principal risks to the
achievement of the Company's objectives, remain unchanged to those
set out in the risks and risk management section on pages 53 to 59
of the Company's Half-year Report 2024.
Developments in relation to those principal
risks, particularly those which could potentially have a short
to medium‑term impact during
the period to 31 March 2025, are outlined below.
Energy
prices
Following the period of extraordinarily high
power prices during 2022 and early 2023, prices have fallen back
significantly and have been relatively stable over the last six
months, with slight reductions due to factors such as reduced
energy demand and increased renewable buildout expectations with
the associated impact on capture pricing. The Company continues to
take a robust mitigation approach to the valuation risks associated
with forecast power prices being different to the actual prices
achieved by using short-term price fixes and assumptions informed
by market forward prices and a blend of three different specialist
forecasters where fixes are not in place. The diversification of
revenue sources across not just power but gas and other
commodities, and across different markets, is a further mitigant in
reducing exposure to power price fluctuations in single
markets.
Whilst currently in a period of relative
stability, the war in Ukraine and the expanding Middle East crisis
could create further volatility for oil and gas prices with risks
to the valuation related to power price assumptions both to the
upside and the downside.
Read more about risks and risk management
on pages 53 to 59 in Half-year Report 2024.
Risk associated
with development or construction‑stage
assets
Following the write-down of FGEN's only
development‑stage investment,
the Company does not hold any investments in development-phase
projects.
Currently, 8% of the portfolio is invested
across construction‑stage
assets, which are generally targeting steady state operations
within the next 12 - 24 months. Therefore, management of
construction risk across those assets is a key focus for the
Investment Manager in order to maximise the potential for capital
appreciation and to deliver further dividend cover as the assets
move towards positive cash flow generation. Further detail on a
selection of the Company's larger construction-stage investments is
included in the asset spotlight section of the operational review
on page 30 in the Company's Half-year Report 2024.
Regulatory
risk
In general, the regulatory environment across
the UK and Europe remains overwhelmingly supportive for the
Company's wider mandate.
Focusing on the UK, there were certain
consultations and potential reforms underway under the previous
Conservative government, such as the review of electricity market
arrangements ("REMA"), the consultation on Fixed Price Certificates
("FPCs") into the Renewables Obligation regime in place of
Renewable Obligation Certificates ("ROCs"), that remain ongoing but
which have not progressed as swiftly as envisaged given the
disruption of the general election and the appointment of the new
Labour government. We continue to monitor developments here, given
that some proposals still under consideration could change the way
in which revenues for FGEN's renewable electricity and battery
storage assets are determined.
However, for these more significant changes,
such as locational pricing, it is unlikely that the necessary
adjustments to the regulatory regime will occur before the late
2020s.
In general, the UK government's direction of
travel for renewables and wider decarbonisation efforts is
increasingly positive under the Labour government, as evidenced by
the loosening of planning restrictions for onshore wind in England
and the increase in Contracts for Difference ("CfD") budgets.
However, some of the finer details of Labour's net zero strategies,
for example the exact role that GB Energy will have to play and how
to manage grid capacity queues and overall congestion as a major
bottleneck to achieving a cleaner energy transmission network, are
not yet clear.
INFLATION,
INTEREST RATES AND DISCOUNT RATES
As is generally the case for the wider
infrastructure sector, the FGEN portfolio carries a certain degree
of sensitivity to changes in inflation and interest rates. Whilst
higher inflation in isolation is helpful for valuations of FGEN
assets given both the explicit and implicit inflation linkage
across its various revenue streams, the upward pressure that higher
inflation has on interest rates has a negative effect given
the read across to higher discount rates for valuing
infrastructure assets.
Of relevance to this is the recent Budget
announcement in October, since which there has been an upwards
movement in gilt rates, thereby increasing the risk-free rate and
resulting in share price reductions for alternative listed
investment companies such as FGEN. This could potentially call into
question future decisions on interest rate reductions,
with the latest developments suggesting that the "higher
for longer" narrative could continue to persist.
However, the broader macroenvironment, with
interest rate cuts throughout the year and inflation now close to
pre‑crisis levels across the
UK, EU and the US, would suggest that the longer-term direction of
travel is positive.
INVESTMENT
OUTLOOK
The energy transition and pursuit of net zero is
resulting in a constantly evolving opportunity set across an
increasingly wide range of sectors and asset classes that are still
underpinned by infrastructure fundamentals, albeit with varying
degrees of risk, opportunity and market exposure. This is
illustrated by the ever-increasing number of opportunities being
originated by the Investment Manager across the spectrum of
environmental infrastructure, as the decarbonisation agenda
continues to accelerate.
Therefore, despite the current challenges facing
the listed renewable infrastructure sector and the likelihood that
equity markets will remain inaccessible to FGEN and its peers in
the near term, we remain optimistic about the future. The
fundamental story for the growth of the sector and for FGEN is as
strong as it has ever been, with the energy transition requiring
trillions of investment over the next couple of decades.
FGEN has a broad and diversified investment
mandate which combined with the Investment Manager's ability to
originate in the UK and Europe gives great scope to be highly
selective about the opportunities it pursues compared to any
reliance on single markets and/or technologies.
However, in the shorter term and particularly
over the next six to twelve months, our capital allocation strategy
will continue to lay the foundations for future NAV growth by
maximising cash flow from operating assets and by focusing on the
Company's construction-stage assets, and other enhancement
opportunities and follow‑on
investments within the portfolio where sufficiently value
accretive.
While FGEN is not currently pursuing any new
investment, looking further forward, any future development-stage
exposure will be limited, particularly where it involves projects
at a "pre-final investment decision" ("FID") stage.
The Investment Manager has always maintained an
active asset management approach with a large in-house portfolio
management team of over 105 people, consisting of engineers,
commercial and financial managers, and technical professionals.
This contributes to a proactive approach to value enhancement
opportunities, with examples including AD expansions and resilience
measures across the portfolio.
Finally, following the successful disposal to
Future Biogas, we are continuing to consider further asset
disposals across other parts of the portfolio where considered
strategically appropriate and value accretive, in order to recycle
capital and further reduce drawings on the Company's revolving
credit facility.
Overall, we remain steadfast in our commitment
to maintaining a disciplined approach to capital allocation.
We are focused on managing the Company's funding position and
balance sheet to ensure that we are as well positioned as possible
to continue to exploit the significant investment opportunity when
the wider environment supports it, with strong belief and
confidence in the long-term investment case and our ability to
continue to deliver attractive risk-adjusted returns for
shareholders.
INVESTMENT
PORTFOLIO AND VALUATION
Investment
portfolio
Diversification continues to play a key role for
the Company, reducing dependency on a single market, technology
type or set of climatic conditions, whilst allowing exposure to a
wide opportunity set, as illustrated in the analysis below at 30
September 2024, according to share of portfolio value:
Sector split
Wind
|
28%
|
Waste & bioenergy
|
26%
|
Anaerobic digestion
|
13%
|
Solar
|
15%
|
Low carbon & sustainable
solutions
|
8%
|
Controlled environment
|
9%
|
Hydro
|
1%
|
Geography
UK
|
90%
|
Rest of Europe
|
10%
|
Remaining
asset life
Up to 10 years
|
11%
|
11 to 20 years
|
61%
|
More than 20 years
|
28%
|
Weighted average remaining asset life of the
portfolio is 16.5 years.
Operational status
Operational
|
92%
|
Construction
|
8%
|
Valuation method
Discounted cash flow ("DCF")
|
91%
|
Cost
|
9%
|
|
|
Operator exposure
SGRE
|
17%
|
BWSC
|
10%
|
Future Biogas
|
9%
|
Brighter Green Engineering
|
7%
|
Vestas
|
5%
|
Other
|
52%
|
Asset concentration
Largest asset
|
10%
|
2nd largest asset
|
5%
|
3rd largest asset
|
5%
|
4th largest asset
|
5%
|
5th largest asset
|
5%
|
Top 6-10
|
20%
|
Other
|
50%
|
Portfolio
valuation
The Investment Manager is responsible for
carrying out the fair market valuation of the Company's
investments, which is presented to the Directors for their approval
and adoption. The valuation is carried out on a quarterly basis as
at 30 June, 30 September, 31 December and 31 March each
year.
The valuation is based on a discounted cash flow
analysis of the future expected equity and loan note cash flows
accruing to the Group from each operational portfolio investment.
Assets under construction are valued at cost until such time as the
risks associated with construction have substantially passed. For
some technologies with more complex construction activities, this
will be when the asset reaches the start of commercial operations,
while for others this may be during late-stage
construction.
This valuation uses key assumptions which are
recommended by Foresight using its experience and judgement, having
considered available comparable market transactions and financial
market data in order to arrive at a fair market value. An
independent verification exercise of the methodology and
assumptions applied by Foresight is performed by a leading
accountancy firm and an opinion is provided to the Directors. The
Directors have satisfied themselves as to the methodology used and
the assumptions adopted and have approved the valuation.
The Directors' valuation of the portfolio at 30
September 2024 was £806.6 million, compared to £891.9 million at 31
March 2024. The decrease of £85.3 million is the net impact of
follow-on investments, divestments, cash received from investments,
changes in foreign exchange rates, power price assumptions,
underlying growth in the portfolio and the impairment of FGEN's
interests in its green hydrogen development platform. A
reconciliation of the factors contributing to the change in the
portfolio during the period is shown in the chart in the Half-year
Report 2024.
The movement in value of investments during the
period ended 30 September 2024 is shown in the table
below:
|
30 Sep
|
31 Mar
|
|
2024
|
2024
|
|
£m
|
£m
|
Valuation of
portfolio at opening balance
|
891.9
|
898.5
|
Acquisitions in the period (including follow-on
investments)
|
15.9
|
69.2
|
Divestments
|
(68.1)
|
-
|
Cash distributions from portfolio
|
(46.6)
|
(87.0)
|
Rebased opening
valuation of portfolio
|
793.1
|
880.7
|
Changes in forecast power prices
|
0.2
|
(36.0)
|
Changes in economic assumptions
|
-
|
8.6
|
Changes in discount rates
|
-
|
(29.0)
|
Changes in exchange rates
|
(0.3)
|
(0.5)
|
Balance of portfolio return
|
13.6
|
68.1
|
Valuation of
portfolio
|
806.6
|
891.9
|
Fair value of intermediate holding
companies
|
(84.4)
|
(138.3)
|
Investments at
fair value through profit or loss
|
722.2
|
753.6
|
Allowing for investments of £15.9 million
(including payment of deferred consideration), divestments of £68.1
million and cash receipts from investments of £46.6 million, the
rebased valuation is £793.1 million. The portfolio valuation at 30
September 2024 is £806.6 million (31 March 2024: £891.9
million), representing an increase over the rebased valuation of
1.7% during the period.
Valuation assumptions
Each movement between the rebased valuation and
the 30 September 2024 valuation is considered below:
Forecast power
prices
The project cash flows used in the portfolio
valuation at 30 September 2024 reflect contractual fixed price
arrangements under Power Purchase Agreements ("PPAs"), where they
exist, and short-term market forward prices for the next two years
where they do not.
After the initial two-year period, the project
cash flows assume future electricity and gas prices in line with a
blended curve informed by the central forecasts from three
established market consultants, adjusted by the Investment Manager
for project-specific arrangements and price
cannibalisation.
For the Italian investment, project cash flows
assume future electricity prices informed by a leading independent
market consultant, based on local long-term projections.
The overall change in forecasts for future
electricity and gas prices compared to forecasts at 31 March
2024 has increased the valuation of the portfolio by £0.2
million.
The graph on the right represents the blended
weighted power curve used by the Company, reflecting the forecast
of three leading market consultants, adjusted by the Investment
Manager to reflect its judgement of capture discounts and a
normalised view across the portfolio of expectations of future
price cannibalisation resulting from increased penetration of low
marginal cost, intermittent generators on the GB network. The solid
line represents the weighted average realised price forecast -
including short-term price fixes under PPAs - whereas the
dotted line shows the equivalent merchant price for unhedged
generation.
Guarantees of
origin certificates
As the portfolio includes a number of renewable
energy generation projects, it is able to generate revenue from the
sale of Renewable Energy Certificates in addition to income from
the sale of gas and electricity. A certificate is issued by Ofgem
for each unit of renewable electricity generated, and by the Green
Gas Certification Scheme for gas generated, can be sold as part of,
or independently of, the offtake contracts in place for the
wholesale electricity and/or gas. The certificates received for UK
projects are Renewable Energy Guarantee of Origin ("REGO") and
Renewable Gas Guarantee of Origin ("RGGO") for electricity and gas,
respectively. Being traded on the open market, the price is
variable and subject to typical demand and supply
dynamics.
As with forecast power prices, valuations
reflect contractual fixed price arrangements where they exist, or
the following assumptions informed by forecasts provided from a
range of independent market consultants where they do
not:
Year
|
2024
|
2025
|
2026-28
|
2029+
|
REGO
|
£5/MWh
|
£5/MWh
|
£5/MWh
|
£2/MWh
|
RGGO
|
£8.5/MWh
|
£7.5/MWh
|
£7/MWh
|
£7/MWh
|
These prices remain supported by those seen by
the Investment Manager and as such the modelled assumptions remain
unchanged from the prior year.
Revenue
analysis
The graph in the Half-year Report 2024 shows the
way in which the revenue mix of the portfolio changes over time for
future financial years, given the assumptions made regarding future
power prices set out in the Half-year Report 2024. As expected, the
proportion of merchant revenues increases in later years as the
subsidies that projects currently benefit from expire.
On a net present value ("NPV") basis (using the
discount rate applicable to each project), the relative
significance of each revenue category illustrated above is as
follows:
Revenue
NPV
Subsidy
|
46%
|
Merchant power
|
28%
|
Long-term contracts
|
11%
|
Flexible generation
|
2%
|
Other merchant revenues
|
13%
|
Energy generating
portfolio
FGEN's energy generating portfolio includes
wind, solar, anaerobic digestion, biomass, energy-from-waste
("EfW") and hydropower investments. Revenues in these projects
typically consist of a combination of government-backed
inflation-linked subsidies, short-term price fixes contracted under
a PPA, merchant revenue or other revenues such as those earned from
private wire contracts.
Merchant prices have reduced materially from the
elevated levels experienced recently. The Company seeks to minimise
the impact of power price volatility by maintaining a programme of
rolling price fixes for its energy generating projects, typically
having the majority of projects on fixed price arrangements in the
near term.
At 30 September 2024, 60% of the renewable
energy portfolio's electricity and gas price exposure was subject
to fixed prices for the winter 2024/25 season and 43% for the
summer 2025 season. See the power price hedging section in the
operational review on page 25 of the Half-year Report 2024 for more
detail about the latest price fixes in place across the
portfolio.
Taking the proportion of merchant revenues
hedged under fixed price short-term PPAs, along with subsidy
revenues and revenues from long-term contracts outside of the
energy generating assets, 81% of total revenues are subject to a
fixed price for the financial year to 31 March 2025, showing that
merchant revenue remains a low proportion and reflects the broader
diversification of FGEN's portfolio.
Waste and
wastewater treatment concessions
This category consists of availability-based
assets structured under the Private Finance Initiative
("PFI")/Public Private Partnership ("PPP") procurement models,
whereby revenue is derived from long-term contracts with local
authorities.
Non-energy generating
portfolio
The desire to mitigate the effects of climate
change stimulates not only opportunities connected to the energy
transition, but also in wider environmental infrastructure that has
improved sustainability credentials over traditional infrastructure
approaches in sectors such as waste management, water treatment,
transportation and food production.
This is reflected in FGEN's diversified
portfolio, which includes both grid-scale batteries and other
non-energy generating assets such as low-carbon transport (CNG
Foresight) and controlled environment projects, CE Glasshouse
(sustainable agriculture) and CE Rjukan (sustainable
aquaculture).
Low-carbon
transport
In the case of FGEN's investment into CNG
Foresight, a portfolio of CNG refuelling stations for heavy goods
vehicles located across the UK, the asset generates revenue through
a specified margin on CNG dispensed.
Per the terms of the fuel supply contracts, the
asset reserves the right to revise pricing to reflect changes in
the wholesale price of natural gas and fuel duty, and will annually
adjust prices (upwards only) in line with CPI inflation.
Batteries
FGEN's portfolio includes one operational and
three c.50MW Battery Energy Storage Systems ("BESS") at varying
stages of construction at 30 September 2024, making up less than 4%
of the total portfolio valuation of the Company.
Revenues for BESS assets can be generated in a
variety of ways with third-party consultants continuing to indicate
the importance of prioritising the capture of trading margins over
the finite opportunity from revenues generated by the provision of
grid services. Therefore, merchant revenues are likely to make up
the largest part of the revenue model for these assets. As such,
these investments do not currently have long-term contractual
inflation linkage, although revenues are driven by a margin over
costs which is expected to be sustained regardless of
inflation.
Controlled
environment
Controlled environment projects typically face a
different revenue model to environmental infrastructure projects
with subsidy support or with long-term contracts, with a differing
set of market risk characteristics.
Therefore, the Company has only invested in
projects that enjoy a privileged market position over competitors,
for example due to physical location, technology or product
differentiation.
In the case of FGEN's glasshouse, the investment
is primarily built around the debt service on its senior secured
shareholder loan, with some equity participation over time from
growth of the underlying horticultural products. The glasshouse is
co-located with an existing FGEN anaerobic digestion facility,
which itself will receive an additional source of revenue via a
private wire supplying low-carbon heat and power to the glasshouse.
Wastage from the glasshouse produce may also be returned to the AD
digester, creating a circular ecosystem.
In the case of CE Rjukan, revenues will
primarily be generated from the production of approximately 8,000
tonnes of trout annually, once the site is fully ramped up in 2025.
This will be sold to European and international salmonid markets
through a sales and marketing agreement with a globally established
Norwegian seafood distribution company.
The Rjukan investment case is built on the
premise of achieving average historic prices evidenced by the Fish
Pool Index; however, our experienced operational partner is
targeting sales at levels between c.5% and 50% higher than this,
underpinned by the higher quality of fish production at Rjukan
versus the typical fish sold in commodity-based markets.
Whilst these investments do not currently have
long-term contractual inflation linkage, the projects retain
pricing power and are able to increase prices to maintain margins
as the underlying cost base inflates.
The degree of contractual inflation linkage of
each category illustrated can be found in the Half-year Report
2024.
The Company's diversification strategy ensures
the portfolio benefits from a significant proportion of contracted
revenues and revenues earned by non-energy generating assets. Under
current forecasts, dividend cover is expected to be healthily
covered for the years ahead.
Useful
economic lives
Useful economic lives ("UELs") of assets are
based on the Investment Manager's estimates of the period over
which the assets will generate revenue and are periodically
reviewed for continued appropriateness. The assumption used for the
useful life of investments is the lower of lease duration and 35
years for solar assets, 30 years for wind farms and 20 years for
anaerobic digestion facilities - being the life of the RHI subsidy,
after which point the Investment Manager conservatively assumes
that facilities will cease to operate.
As signalled previously, the Board and the
Investment Manager remain optimistic about the prospects to extend
the lives of the Company's AD facilities and are currently working
with partners to progress these initiatives.
Economic assumptions
The valuation reflects an update in inflation
assumptions based on a combination of actual historic inflation and
recent independent economic forecasts.
Valuation assumptions for operational assets are
set out below:
Economic assumptions used in the portfolio
valuation (31 March 2024 figures shown in brackets)
|
2024
|
2025-2030
|
2031+
|
UK
|
|
|
|
RPI
|
3.5%
|
3.0%
|
2.25%
|
|
(3.5%)
|
(3.0%)
|
(2.25%)
|
CPI
|
2.5%
|
2.25%
|
2.25%
|
|
(2.5%)
|
(2.25%)
|
(2.25%)
|
Deposit rates
|
2.0%
|
2.0%
|
2.0%
|
|
(2.0%)
|
(2.0%)
|
(2.0%)
|
Corporation tax
|
25.0%
|
25.0%
|
25.0%
|
|
(25.0%)
|
(25.0%)
|
(25.0%)
|
Italy
|
|
|
|
Inflation
|
2.0%
|
2.0%
|
2.0%
|
|
(2.0%)
|
(2.0%)
|
(2.0%)
|
Deposit rates
|
-%
|
-%
|
-%
|
|
(-%)
|
(-%)
|
(-%)
|
Corporation tax (IRES)
|
24.0%
|
24.0%
|
24.0%
|
|
(24.0%)
|
(24.0%)
|
(24.0%)
|
Regional tax (IRAP)
|
4.8%
|
4.8%
|
4.8%
|
|
(4.8%)
|
(4.8%)
|
(4.8%)
|
The euro/sterling exchange rate used to value
euro-denominated investments was €1.20/£1 and the rate
for Norwegian krone-denominated investments was NOK13.96/£1
at 30 September 2024 (€1.17/£1 and NOK13.66/£1 at 31
March 2024).
Actual inflation to date continues to track in
line with the Company's modelled assumptions and therefore no
changes have been reflected since the start of the year.
The overall change in value resulting from
changes to foreign exchange rates in the year is
£0.3 million.
Discount
rates
The discount rates used in the valuation
exercise represent the Investment Manager's and the Board's
assessment of the rate of return in the market for assets with
similar characteristics and risk profile. The discount rates are
reviewed on a regular basis and updated to reflect changes in the
market and in the project risk characteristics.
UK gilt yields have remained at elevated levels
consistent to those prevalent at the start of the year and
transactional activity continues to indicate support for the
Company's valuation assumptions, therefore no changes have been
made to discount rates at either 30 June 2024 or 30 September
2024 in relation to the macroeconomic backdrop.
In addition to macro-driven changes, the
Investment Manager also considers project-specific changes - such
as the completion of major milestones on construction phase
investments. Whilst progress continues at these projects, no
changes have been made to discount rates this period.
Taking the above into account and including an
increase in the value of assets in construction, the overall
weighted average discount rate ("WADR") of the portfolio is 9.5% at
30 September 2024 (31 March 2024: 9.4%).
The WADR applied to each of the principal
operational sectors within the portfolio is displayed in the table
below, noting this represents a blend of levered and unlevered
investments and therefore the relevant gearing of each sector is
also shown.
|
Sector
WADRs
|
Gearing
|
Wind
|
8.7%
|
35%
|
Waste & bioenergy
|
9.8%
|
9%
|
Anaerobic digestion
|
8.6%
|
-
|
Solar
|
7.6%
|
15%
|
Batteries
|
10.0%
|
-
|
Hydropower
|
8.0%
|
38%
|
Weighted
average
|
9.5%
|
18.0%
|
Sectors in which the Investment Manager retains
proprietary information, such as controlled environment and
low-carbon transport, are not disclosed in the table above,
although discount rates used in these sectors feed into the
portfolio WADR of 9.5%.
As in previous valuations, the discount rate
used for energy generating asset cash flows which have received
lease extensions beyond the initial investment period of 25 years
retains a premium of 1% for subsequent years, reflecting the
merchant risk of the expected cash flows beyond the initial 25-year
period.
No changes have been made to discount rates
during this period, therefore the overall change in value resulting
from changes to discount rates in the year is £nil.
Balance of
portfolio return
This represents the balance of valuation
movements in the year, excluding the factors noted above. The
balance of the portfolio return mostly reflects the impact on the
rebased portfolio value, all other measures remaining constant, of
the effect of the discount rate unwinding and additional valuation
adjustments from updates to individual project assumptions. The
total represents an uplift of £13.6 million.
Of this, the key individual items include an
uplift of £31.2 million from discount rate unwind, an £8.0 million
reduction from operational under-performance (see page 24 in the
Half-year Report 2024 for further commentary within the operational
review), offset by a £7.1 million uplift from revision to anaerobic
digestion operating contracts following the partial disposal
completed during the period, a £19.3 million write-down to the
value of FGEN's investment in HH2E and a £2.6 million uplift from a
number of other lower-value cost adjustments and other commercial
assumptions following the normal course of ongoing reassessment
throughout the period.
In addition to these items, the Company also
benefited from a 0.2 pence increase in NAV per share, arising from
the purchase of 5,485,089 shares for £5.2 million, as part of the
Company's ongoing share buyback programme.
Valuation
sensitivities
The NAV of the Company is the sum of the
discounted value of the future cash flows of the underlying asset
financial models, construction and development spend, the cash
balances of the Company and UK HoldCo, and the other assets and
liabilities of the Group less Group debt.
The portfolio valuation is the largest component
of the NAV and the key sensitivities are considered to be the
discount rate applied in the valuation of future cash flows and the
principal assumptions used in respect of future revenues and
costs.
A broad range of assumptions is used in our
valuation models. These assumptions are based on long-term
forecasts and are not affected by short-term fluctuations in
inputs, whether economic or technical. The Investment Manager
exercises its judgement in assessing both the expected future cash
flows from each investment based on the project's life and the
financial models produced by each project company and the
appropriate discount rate to apply.
The following sensitivities include the impact
of the EGL.
The key assumptions are as follows:
Discount
rate
The WADR of the portfolio at 30 September 2024
was 9.5% (31 March 2024: 9.4%). A variance of plus or minus 0.5% is
considered to be a reasonable range of alternative assumptions for
discount rates.
An increase in the discount rate of 0.5% would
result in a downward movement in the portfolio valuation of £18.1
million (2.8 pence per share) compared to an uplift in value of
£18.2 million (2.8 pence per share) if discount rates were reduced
by the same amount.
Volumes
Base case forecasts for intermittent renewable
energy projects assume a "P50" level of electricity output based on
reports by technical consultants. The P50 output is the estimated
annual amount of electricity generation (in MWh) that has a 50%
probability of being exceeded - both in any single year and over
the long term - and a 50% probability of being underachieved. Hence
the P50 is the expected level of generation over the long
term.
The P90 (90% probability of exceedance over a
10-year period) and P10 (10% probability of exceedance over a
10-year period) sensitivities reflect the future variability of
wind, hydropower and solar irradiation and the uncertainty
associated with the long-term data source being representative
of the long-term mean.
Separate P10 and P90 sensitivities are
determined for each asset and historically the results are
presented on the basis that they are applied in full to all wind,
hydro and solar assets. This implies individual project
uncertainties are completely dependent on one another; however, a
portfolio uncertainty benefit analysis performed by a third-party
technical adviser identified a positive portfolio effect from
investing in a diversified asset base.
That is to say that the lack of correlation
between wind, hydro and solar variability means P10 and P90
sensitivity results should be considered independent. Therefore,
whilst the overall P90 sensitivity decreases NAV by 5.7 pence, the
impact from wind, solar and hydro separately is only 4.2 pence per
share, 1.3 pence per share and 0.2 pence per share respectively, as
shown in the chart on page 21 in the Half-year Report
2024.
Agricultural anaerobic digestion facilities do
not suffer from similar deviations as their feedstock input volumes
(and consequently biogas production) are controlled by the site
operator.
For the waste & bioenergy projects,
forecasts are based on projections of future input volumes and are
informed by both forecasts and independent studies where
appropriate. Revenues in the PPP projects are generally not very
sensitive to changes in volumes due to the nature of their payment
mechanisms.
Electricity
and gas prices
Electricity and gas price assumptions are based
on the following: for the first two years, cash flows for each
project use forward electricity and gas prices based on market
rates unless a contractual fixed price exists, in which case the
model reflects the fixed price followed by the forward price for
the remainder of the two-year period. For the remainder of the
project life, a long-term blend of central case forecasts from
three established market consultants and other relevant information
is used, and adjusted by the Investment Manager for
project-specific arrangements and price cannibalisation.
The sensitivity assumes a 10% increase or
decrease in power prices relative to the base case for each year of
the asset life after the first two-year period. While power markets
can experience movements in excess of +/-10% on a short-term basis,
as has been the case recently, the sensitivity is intended to
provide insight into the effect on the NAV of persistently higher
or lower power prices over the whole life of the portfolio. The
Directors feel that +/-10% remains a realistic range of outcomes
over this very long time horizon, notwithstanding that significant
movements will occur from time to time.
An increase in electricity and gas prices of 10%
would result in an uplift in the portfolio valuation of £41.1
million (6.3 pence per share) compared to a downward movement in
value of £39.0 million (5.9 pence per share) if prices were reduced
by the same amount.
Should electricity prices fall to £50/MWh, and
gas prices also fall by a corresponding amount, the Company would
maintain a resilient dividend cover for the next three financial
years. Alternatively, should prices fall to £40/MWh, the Company
would still expect to cover the dividend, albeit with reduced
headroom by year three.
Uncontracted
revenues on non-energy generating portfolio
Non-energy generating assets, such as batteries
and controlled environment agriculture and aquaculture, are not
materially affected by either scarcity of natural resource or power
price markets. Therefore, the Investment Manager has presented a
sensitivity illustrating an assumed 10% increase or decrease on all
uncontracted revenues for each year of the asset lives.
An increase in uncontracted revenues of 10%
would result in an upward movement in the portfolio valuation of
£18.3 million (2.8 pence per share) compared to a decrease in value
of £14.2 million (2.2 pence per share) if those revenues were
reduced by the same amount.
Feedstock
prices
Feedstock accounts for over half of the
operating costs of running an AD plant. As feedstocks used for AD
are predominantly crops grown within existing farming rotation,
they are exposed to the same growing risks as any agricultural
product. The sensitivity assumes a 10% increase or decrease in
feedstock prices relative to the base case for each year of the
asset life.
An increase in the feedstock prices of 10% would
result in a downward movement in the portfolio valuation of £7.0
million (1.1 pence per share) compared to an uplift in value of
£7.0 million (1.1 pence per share) if prices were reduced by the
same amount.
No such sensitivity is applicable to FGEN's
biomass investment, where fuel costs are tied under long-term
contracts.
Inflation
Most projects in the portfolio receive a revenue
stream which is either fully or partially inflation linked. The
inflation assumptions are described in the macroeconomic section on
page 17 in the Half-year Report 2024. The sensitivity assumes
a 0.5% increase or decrease in inflation relative to the base case
for each year of the asset life.
An increase in the inflation rates of 0.5% would
result in an uplift in the portfolio valuation of £21.6 million
(3.3 pence per share) compared to a decrease in value of £21.9
million (3.3 pence per share) if rates were reduced by the same
amount.
Foreign
exchange rates
As the proportion of the portfolio assets with
cash flows denominated in non-GBP currencies represents a small
proportion of the portfolio value at 30 September 2024, the
Directors consider the sensitivity to changes in exchange rates to
be insignificant.
Corporation
tax
The UK corporation tax assumptions applied in
the portfolio valuation are outlined in the notes to the accounts
on page 64 in the Half-year Report 2024. The sensitivity in the
chart in the Half-year Report 2024 assumes a 2% increase or
decrease in the rate of UK corporation tax relative to the base
case for each year of the asset life.
An increase in the UK corporation tax rate of 2%
would result in a downward movement in the portfolio valuation of
£12.7 million (1.9 pence per share) compared to an uplift in value
of £13.4 million (2.0 pence per share) if rates were reduced
by the same amount.
Sensitivities -
impact on NAV at 30 September 2024
The chart in the Half-year Report 2024 shows the
impact of the key sensitivities on NAV per share, with the £ labels
indicating the impact of the sensitivities on portfolio
value.
Investment
portfolio
At 30 September 2024, the Group's investment
portfolio comprised interests in 42 projects, as well as
investments into several European opportunities through its
investment in FEIP.
|
|
|
Capacity
(MW)
|
Commercial
operations date
|
Asset
|
Location
|
Ownership
|
Wind
|
|
|
|
|
Bilsthorpe
|
England
|
100%
|
10.2
|
Mar 2013
|
Burton Wold Extension
|
England
|
100%
|
14.4
|
Sep 2014
|
Carscreugh
|
Scotland
|
100%
|
15.3
|
Jun 2014
|
Castle Pill
|
Wales
|
100%
|
3.2
|
Oct 2009
|
Dungavel
|
Scotland
|
100%
|
26.0
|
Oct 2015
|
Ferndale
|
Wales
|
100%
|
6.4
|
Sep 2011
|
Hall Farm
|
England
|
100%
|
24.6
|
Apr 2013
|
Llynfi Afan
|
Wales
|
100%
|
24.0
|
Mar 2017
|
Moel Moelogan
|
Wales
|
100%
|
14.3
|
Jan 2003 & Sep
2008
|
New Albion
|
England
|
100%
|
14.4
|
Jan 2016
|
Wear Point
|
Wales
|
100%
|
8.2
|
Jun 2014
|
|
|
Total
|
161.0
|
|
Waste & bioenergy
|
|
|
|
|
Bio Collectors waste management
|
England
|
100%
|
11.71
|
Dec 2013
|
Codford Biogas waste management
|
England
|
100%
|
3.82
|
2014
|
ELWA waste management
|
England
|
80%
|
n/a
|
2006
|
Cramlington biomass combined heat and
power
|
England
|
100%
|
32.03
|
2018
|
Energie Tecnologie Ambiente ("ETA")
energy-from-waste
|
Italy
|
45%4
|
16.8
|
2012
|
Tay wastewater treatment
|
Scotland
|
33%
|
n/a
|
Nov 2001
|
|
|
Total
|
64.3
|
|
|
Location
|
Ownership
|
Capacity
(MW)
|
Commercial
operations date
|
Asset
|
Anaerobic digestion
|
|
|
|
|
Biogas Meden
|
England
|
49%
|
5.05
|
Mar 2016
|
Egmere Energy
|
England
|
49%
|
5.06
|
Nov 2014
|
Grange Farm
|
England
|
49%
|
5.06
|
Sep 2014
|
Icknield Farm
|
England
|
53%
|
5.05
|
Dec 2014
|
Merlin
Renewables
|
England
|
49%
|
5.06
|
Dec 2013
|
Peacehill Farm
|
Scotland
|
49%
|
5.07
|
Dec 2015
|
Rainworth Energy
|
England
|
100%
|
2.22
|
Sep 2016
|
Vulcan Renewables
|
England
|
49%
|
13.06
|
Oct 2013
|
Warren Energy
|
England
|
49%
|
5.06
|
Dec 2015
|
|
|
Total
|
50.2
|
|
Solar
|
|
|
|
|
Amber
|
England
|
100%
|
9.8
|
Jul 2012
|
Branden
|
England
|
100%
|
14.7
|
Jul 2013
|
CSGH
|
England
|
100%
|
33.5
|
Mar 2014 & Mar
2015
|
Monksham
|
England
|
100%
|
10.7
|
Mar 2014
|
Panther
|
England
|
100%
|
6.5
|
2011-2014
|
Pylle Southern
|
England
|
100%
|
5.0
|
Dec 2015
|
|
|
Total
|
80.2
|
|
Asset
|
Location
|
Ownership
|
Capacity
(MW)
|
Commercial
operations date
|
Low
carbon & sustainable solutions
|
|
|
|
|
West Gourdie battery storage
|
Scotland
|
100%
|
n/a
|
May 2023
|
Clayfords battery storage
|
Scotland
|
50%
|
n/a
|
Ready to
build
|
Lunanhead battery storage
|
Scotland
|
50%
|
n/a
|
Ready to
build
|
Sandridge battery storage
|
England
|
50%
|
n/a
|
Under
construction
|
CNG Foresight low-carbon transport
|
England
|
25%8
|
n/a
|
Various
|
HH2E green hydrogen
|
Germany
|
n/a
|
n/a
|
Development
phase
|
|
|
Total
|
n/a
|
|
Controlled environment
|
|
|
|
|
Glasshouse
|
England
|
Minority
stake
|
n/a
|
Partially
operating
|
Rjukan aquaculture system
|
Norway
|
Minority
stake
|
n/a
|
Under
construction
|
|
|
Total
|
n/a
|
|
Hydro
|
|
|
|
|
Northern Hydropower
|
England
|
100%
|
2.09
|
Oct 2011 & Oct
2017
|
Yorkshire Hydropower
|
England
|
100%
|
1.89
|
Oct 2015 & Nov
2016
|
|
|
Total
|
3.8
|
|
Asset
|
Location
|
Ownership
|
Capacity
(MW)
|
Commercial
operations date
|
FEIP10 FGEN has
committed €25 million to FEIP
|
|
|
|
|
Avalon solar and green hydrogen
|
Spain
|
n/a
|
n/a
|
Development
|
Carna pumped storage hydro and co-located
wind
|
Scotland
|
n/a
|
n/a
|
Under
construction
|
Inca pumped storage hydro
|
Ireland
|
n/a
|
n/a
|
Development
|
Kölvallen wind
|
Sweden
|
n/a
|
n/a
|
Under
construction
|
MaresConnect interconnector
|
Republic of
Ireland
|
n/a
|
n/a
|
Development and under
construction
|
Puskakorpi wind
|
Finland
|
n/a
|
n/a
|
Dec 2022
|
Quartz battery storage
|
England
|
n/a
|
n/a
|
Development
|
Skaftåsen Vindkraft AB wind
|
Sweden
|
n/a
|
n/a
|
June 2023
|
Torozos wind
|
Spain
|
n/a
|
n/a
|
Dec 2019
|
85 Degrees geothermal heat
|
Netherlands
|
n/a
|
n/a
|
Operational/under
construction
|
Beleolico offshore wind
|
Italy
|
n/a
|
n/a
|
July 2022
|
Blue Jay battery storage
|
Scotland
|
n/a
|
n/a
|
Development and under
construction
|
Juwi solar
|
Greece
|
n/a
|
n/a
|
Development
|
|
|
Total
|
n/a
|
|
Total
portfolio
|
|
|
|
Total
|
359.5
|
1. 10MWth and an additional
1.7MWe capacity through two CHP engines.
2. Electrical exporting plant
measured as MWe.
3. 26MWe (electrical) and
6MWth (thermal).
4. Not including FEIP's 45%
ownership.
5. MWth (thermal) and an
additional 0.4MWe CHP engine for on-site power
provision.
6. MWth (thermal) and an
additional 0.5MWe CHP engine for on-site power
provision.
7. MWth (thermal) and an
additional 0.25MWe CHP engine for on-site power
provision.
8. FGEN holds 25% of the "A"
shares. "A" shares have a different economic entitlement than "B"
shares, including a priority return.
9. Includes a 1.2MW battery
storage.
10. Look-through investments into
Foresight Energy Infrastructure Partners ("FEIP").
OPERATIONAL
REVIEW
Company
performance overview
The NAV per share at 30 September 2024 was 109.8
pence, down from 113.6 pence at 31 March 2024, with
the largest drivers being a combination of dividends paid in the
period and the full write-down of the Company's investment in the
HH2E development platform as discussed in detail on page 28 in the
Company's Half-year Report 2024.
FGEN has announced an interim dividend of 1.95
pence per share for the quarter ended 30 September 2024,
payable on 27 December 2024, in line with the
full‑year target of
7.80 pence per share for the year ending 31 March 2025
as set out in the Annual Report 2024.
Financial
performance
The Company's operating assets outperformed
budgeted yields to deliver strong cash earnings of £46.6 million
(30 September 2023: £46.2 million) making this another record
period of earnings for the first six months of the year - driving a
dividend cover of 1.23x.
As the portfolio diversifies and the proportion
of non-energy generating assets increases, the Investment Manager
has presented detailed information to better illustrate the
financial performance of all sectors within the
portfolio.
The chart in the Half-year Report 2024 shows the
budgeted proportion of cash distributions forecast to be received
from underlying investments at the start of the financial year,
versus the relative over or under-performance during the period
under review.
The equivalent chart in the Half-year Report
2024 is showing generation performance of the energy generating
assets versus budget.
Across the portfolio companies, total revenue
generated was £137.8 million and total EBITDA was £60.5 million.
The Company operates a diversified portfolio of assets across
multiple sectors which supports diversification of the operating
risk profile across the portfolio - with both revenues and
corresponding margins varying based on the underlying operations of
each. For example, wind and solar assets generate electricity
through the use of a free natural resource and therefore typically
have a lower cost base than an anaerobic digestion facility, which
requires a feedstock as part of its energy generation process. To
compensate, these facilities will also typically have a higher
revenue base - as can be seen by the average all-in energy price
table below. More information on sector-level performance and
relative margins will be provided within the Annual Report
2025.
The average all-in price received by the
differing technology classes in the UK for their energy volumes
generated in the six months ended 30 September 2024 is shown in the
table below:
|
Half year ended
|
Year ended
|
Average all‑in energy price
|
30 Sep 2024
|
31 Mar
2024
|
Wind
|
£213 per MWhe
|
£148 per
MWhe
|
AD electric
|
£265 per MWhe
|
£317 per
MWhe
|
AD gas-to-grid
|
£149 per MWhth
|
£148 per
MWhth
|
Biomass
|
£183 per MWhe
|
£205 per
MWhe
|
Energy-from-waste
|
€134 per MWhe
|
€109 per
MWhe
|
Solar
|
£310 per MWhe
|
£217 per
MWhe
|
Hydro
|
£197 per MWhe
|
£308 per
MWhe
|
Power price
hedging
FGEN's exposure to wholesale power prices is
mitigated by the practice of having a substantial proportion of
generation for both electricity and gas on fixed price arrangements
for durations ranging from six months out to three years. The
extent of generation subject to fixes at 30 September 2024 is
as follows:
|
Winter
2024
|
Summer
2025
|
Winter
2025
|
Wind
|
75%
|
58%
|
36%
|
Solar
|
100%
|
54%
|
54%
|
Biomass
|
-
|
-
|
-
|
Energy-from-waste
|
41%
|
-
|
-
|
AD - electric
|
100%
|
36%
|
32%
|
AD - gas
|
74%
|
58%
|
56%
|
Weighted
average
|
60%
|
43%
|
35%
|
The Investment Manager continues to monitor the
PPA and Gas Purchase Agreement ("GPA") market for opportunities to
fix prices and mitigate risk across the portfolio. Typically FGEN
expects to have greater volumes of electricity and gas under fixed
price arrangements for closer seasons.
Renewable
energy generating assets
The chart in the Half-year Report 2024 shows the
forecast generation target expected to be achieved at the
start of the financial year, versus the relative sector-level
over or under-performance against this target during the period
under review.
Over this half-year period the renewables
segment of the portfolio produced 619GWh1 (six months to 30
September 2023: 660GWh) of energy, 5.9% below target. The negative
variance against the target can be primarily attributed to a
six-week outage at Cramlington required to address issues in the
flue gas treatment line. This issue has since been resolved and the
plant has since been operating above budget. Offsetting that, the
agri‑AD portfolio recorded
another strong performance, which was 2% above the sector
target.
Anaerobic digestion
The AD portfolio is the largest producer of
energy on a GWh basis and generated 39% of the GWh energy produced
by the FGEN portfolio to 30 September 2024. Generation (measured in
GWh thermal generated) was 239GWh, 2% ahead of the sector target,
continuing the trend of outperformance that has been seen since the
Company started to acquire AD assets in 2017.
Notable strong performers were Grange Farm,
Rainworth Energy, Warren Energy and Icknield, which outperformed
their generation targets by more than 5%. All other sites, with the
exception of Peacehill Gas and Merlin Renewables (both sites
undertook planned degritting works), exceeded their generation
targets.
The strong maize harvest in late 2023 meant the
portfolio has had access to healthy volumes of this feedstock
throughout the reporting period.
Due to the wet winter experienced across the UK
in early 2024, drilling of rye was extremely difficult, resulting
in low yields of this crop when harvesting took place in July 2024.
The operators have compensated for this deficit by increasing the
amount of maize grown in 2024.
Wind
Electricity generation from the wind assets of
157GWh (representing 25% of the portfolio's energy generation for
the period) was 4% below its sector target due to below-average
wind resource during the period. Total gross availability for the
portfolio was 2.9% below the anticipated levels due to unrelated
mechanical issues experienced at six of the wind assets. Assuming
performance remains on budget for the remainder of the year,
payments to compensate for events of unavailability are estimated
to bring the wind portfolio in line with the sector's generation
target for the period.
Solar
The solar portfolio generated 50GWh
(representing 8% of the portfolio's energy generation for the
period) and was 8% below its sector generation target.
The deficit is explained by irradiance levels
being 4% below expected for the period, inverter issues at Branden
Victoria (June to September) and grid issues at CSGH Shoals Hook
(three grid constraints) and Monksham (distribution network
operator ("DNO") outage for most of August).
Waste & bioenergy
The renewable energy generating segment of the
waste & bioenergy portfolio is the second largest producer of
energy on a GWh basis and generated 28% of the GWh energy produced
by the FGEN portfolio to 30 September 2024. The waste &
bioenergy portfolio generated 171GWh over the period to 30
September 2024, 15% below its sector target.
Though Codford Biogas (14% above budget) and ETA
Manfredonia performed well throughout the period, the sector was
below budget for the reporting period primarily due to a six-week
outage at Cramlington in June 2024. The outage was required to
allow the operator to address issues within the flue gas treatment
line. A long-term and effective resolution was implemented and
arrangements were made to address the downtime. Since this issue,
Cramlington has outperformed its budget by 6%.
Hydro
The hydro portfolio generated 1.6GWh (which
represents less than 1% of the portfolio's energy generation for
the period) and saw an 18% negative variance against its sector
target. The under-performance was due to rainfall in May through to
August being 20% below the long-term average in the Yorkshire
catchment area.
Assets which
support the transition to a lower‑carbon
economy
Waste & bioenergy
concessions
Waste tonnages processed at the ELWA waste
project have continued at levels above target. Operational
performance targets are consistently exceeded with diversion from
landfill at 99.97%, substantially ahead of the 67% contract target.
Recycling, at 31.7%, is ahead of the 22% target.
Renewi (the operating counterparty) announced to
the market on 4 October 2023 that it planned to exit the UK
municipal waste business by mid 2024. Renewi has confirmed that the
sale of their UK business is proceeding, with BIFFA as the proposed
new owner, and it is anticipated that the sale will be completed by
the end of 2024. The Investment Manager continues to monitor this
situation and ensure any contractual risks are
monitored.
Tay wastewater plant in Scotland performed well,
with no operational or performance issues in the
half‑year period.
Both projects continue to perform well
financially.
Low
carbon & sustainable solutions
Low-carbon
transport - CNG Foresight
The CNG refuelling stations achieved a 27%
increase in total fuel dispensed for the reporting period when
compared to the first half of FY24. Truck deliveries saw an uptick
over the period, and sales reports remain robust.
The CNG refuelling station at Aylesford has been
successfully commissioned and has begun operation. The construction
of the Doncaster station is progressing as planned, with completion
expected by the end of 2024. Additionally, construction has
commenced on a new station in Livingston.
As at 30 September 2024, the portfolio held 15
natural gas refuelling stations, including the sites in
construction phase. FGEN has invested a total of £29.3 million as
at the balance sheet date.
A detailed description of the CNG Foresight
investment is included on page 31 in the Company's Half-year Report
2024.
Battery energy
storage ("BESS")
West Gourdie, FGEN's operational 50MW battery
asset in Dundee, Scotland, achieved an availability of 95.14% over
the half‑year period, falling
short of budget by 2.9%. The availability losses were mainly
due to a grid outage in May, minor technical issues experienced in
June and August, and an annual maintenance-related outage in
August. The events, assessed on a case-by-case basis during the
annual performance warranty review, will determine which ones are
eligible for compensation under the performance mechanism outlined
in the EPC and O&M contracts.
The route-to-market provider for the two small
batteries co‑located at the
Company's hydro assets continues to pursue hardware changes,
allowing participation in new grid services.
Construction‑stage
projects
BESS
construction assets
FGEN currently owns three construction-stage
battery storage projects in the UK with a combined capacity of
50MW. The Sandridge project construction is complete and
securely paused while awaiting connection works by the
subcontractor appointed by the DNO. This project is expected to be
energised in late FY25. Meanwhile, the Investment Manager's
pre-construction BESS projects, Lunanhead and Clayfords, remain
under active review. The holding value for these projects continues
to be closely benchmarked to market value for this essential grid
infrastructure.
Glasshouse project
Following the initial sales in May 2024, Glass
Pharms has continued to secure and commit to sales for the
remainder of 2024 and early 2025. These sales are part of an
agreement signed between Glass Pharms and Releaf on 22 October
2024. Releaf, the UK's fastest-growing medical cannabis provider,
and Glass Pharms, the leading domestic producer, have formed a
historic multi-million-pound partnership, making it the largest
collaboration in the UK's medical cannabis sector to
date.
Rjukan project
Construction is advancing well on this project,
with significant progress being made on the main facility building.
Although certain areas of the facility experienced known delays
affecting the latter stages of the programme, a thorough replanning
exercise has helped realign these areas. There maintains a buffer
leading up to harvest, albeit with a reduced margin.
Development‑stage
projects
Green hydrogen - HH2E
administration
FGEN made its initial investment into HH2E in
January 2023, investing €5.7 million to acquire 33% of Foresight
Hydrogen HoldCo GmbH ("FHHG") alongside other Foresight funds. FHHG
is the investment vehicle for FGEN's investment in HH2E AG, a
developer of green hydrogen production projects in Germany, and its
pipeline of potential sites.
Over time, FGEN increased its investment in HH2E
and associated projects to €22.3 million. The most advanced of the
sites, Lubmin on the Baltic coast, completed much of the work
necessary for a final investment decision ("FID") to be taken in
2024, with the main outstanding item being the conclusion of an
offtake agreement in a form considered "bankable" by project
finance banks required to finance the construction of the project
in conjunction with further equity investors. HH2E also made
commitments to purchase items of critical equipment that are on
long lead times. At the time, these commitments were considered
necessary to secure equipment and a grid connection that would
otherwise have led to delays, in some cases of several years, that
would have caused issues with the delivery timetables being
discussed with potential offtakers.
A process to bring in senior lenders and an
equity investor was run over the summer of 2024 and concluded in
October 2024. While there was significant interest in HH2E and the
Lubmin project, with several lenders and institutional investors
engaging extensively in due diligence, ultimately no party was
prepared to invest prior to a bankable offtake agreement being in
place.
This delay in bringing in additional funding
created a liquidity issue within HH2E and the Lubmin project in
light of the commitments already in place.
FGEN and the other Foresight funds invested in
HH2E considered providing the company with sufficient funding to
enable it to meet all of its payment obligations and demonstrate
its ability to continue as a going concern but ultimately the
quantum of funding required at risk was too great and the
investment was declined.
With no other option for funding to meet
outstanding obligations, HH2E filed for insolvency on
11 November 2024. FGEN notified the market that this was
the expected outcome on 8 November 2024, also noting that no
recovery of the investment was anticipated through the insolvency
process, given the extent of commitments outstanding and German
insolvency law that places shareholder loans behind general
creditors in an insolvency. The company is currently going through
an administration process with a view to achieving an accelerated
sale on a going concern basis in the best interests of
creditors.
A key contributor to the failure of the HH2E
investment is the scale of commitments to equipment suppliers ahead
of the Lubmin project being in a position to take a FID with a
bankable offtake agreement to anchor the revenue case from the sale
of green hydrogen. This is symptomatic of the experience across
hydrogen markets, with projects being cancelled and delayed as the
pace of supporting regulation and the establishment of an offtake
market lags the expectation of project developers. As evidence of
this, the Hydrogen Council noted in their September 2024 survey of
the market that announced production capacity in 2028 and 2029 was
more than 1 Mt p.a. lower than stated in the previous
year's publication.
While at the time the company felt that making
such commitments was justified in keeping the Lubmin project to
timetable, offtakers have subsequently not felt in a position to
sign up to offtake agreements while expected supporting regulation
has not yet been passed into law.
German political instability and the proximity
of federal elections in 2025 may also have contributed to this
reluctance.
The Investment Manager expects green hydrogen to
be a part of the energy mix in the coming years as a means to
decarbonise hard-to-abate sectors such as industrial heat and some
heavy transport. It will be of increasing interest to
infrastructure investors as regulatory regimes become established
and the market matures, but at the moment the pace is lagging.
FGEN's current focus is not on new investment in any case given
market conditions and its emphasis on appropriate capital
allocation.
Investment into new projects are not expected in
the short to medium term in any sector in light of the wider market
situation and ongoing focus on capital allocation.
When new investment activity can commence, any
development-stage exposure will be limited, particularly where it
involves projects at a "pre-FID" stage.
Disposals
Disposal of 51% of six AD
facilities
In August 2024, the Company announced the sale
of 51% of a portfolio of six gas‑to‑grid AD
facilities to Future Biogas, for a total consideration of £68.1
million. FGEN will continue to own 49% of the AD portfolio, which
has a combined generating capacity of 38MW, as well as its
interests in three further agri-AD assets which are not
operated by Future Biogas and consequently not part of the
agreement.
Other
investments
FEIP
FGEN has committed to investing €25
million into Foresight Energy Infrastructure Partners SCSp
("FEIP"), a Luxembourg limited partnership investment vehicle that
targets investments that support the transformational change
underway in global energy markets.
FEIP invests in energy infrastructure across the
following sub‑sectors:
·
renewable generation;
·
renewable enabling infrastructure (e.g. energy storage);
and
·
transmission and distribution.
At 30 September 2024, €20 million had been drawn
on this commitment.
Financing
On 13 June 2024, FGEN completed the refinancing
of its fund-level debt facility - securing a committed three-year
multi-currency RCF of £200 million, with an uncommitted accordion
facility of up to £30 million and an uncommitted option to extend
for a further year.
The RCF provides an increased source of flexible
funding with both sterling and euro drawdowns available on
attractive terms. The facility will principally be used to fund the
build of existing construction commitments and to make future
acquisitions of environmental infrastructure to add to the current
portfolio, as well as covering any working capital
requirements.
The interest charged in respect of the renewed
RCF continues to be linked to the Company's ESG performance, with
FGEN incurring a 5 bps premium or discount to its margin based on
performance against defined targets. Those targets
include:
·
environmental: increase coverage of independent biodiversity
assessments and implement initiatives to enhance biodiversity net
gain across the portfolio;
·
social: increased volume of contributions to local
communities; and
·
governance: maintaining a low number of work-related
accidents, as defined under the Reporting of Injuries, Diseases and
Dangerous Occurrences ("RIDDOR") by the Health and Safety
Executive.
Performance against these targets will be
measured annually, with the cost of the RCF being amended in the
following financial year. Lenders to the facility include HSBC,
ING, Clydesdale Bank, National Australia Bank and Royal Bank of
Scotland International. The margin can vary between 205 bps and 215
bps over SONIA (Sterling Overnight Index Average) for sterling
drawings and Euribor (Euro Interbank Offered Rate) for euro
drawings, depending on performance against the ESG
targets.
In addition to the RCF, several of the projects
have underlying project-level debt. There is an additional gearing
limit in respect of such debt of 85% of the aggregate gross project
value (being the fair market value of such portfolio companies
increased by the amount of any financing held within the projects)
for PFI/PPP projects and 65% for renewable energy generation
projects.
As at 30 September 2024, drawings under the RCF
were £113.7 million. Under its investment policy, FGEN may borrow
up to 30% of its NAV.
The project-level gearing at 30 September 2024
across the portfolio was 18.0% (31 March 2024: 16.9%). Taking into
account the amount drawn down under the RCF of £113.7 million,
the overall fund gearing at 30 September 2024 was 28.7% -
down from 31.2% at 31 March 2024; reflecting the repayment towards
the RCF out of cash proceeds raised from asset sales in the
period.
At the half-year mark, the weighted average cost
of project‑level debt was
4.2%, and the weighted average cost of debt after including
the RCF was 5.0%.
As at 30 September 2024, the Group, which
comprises the Company and the intermediate holding companies, had
cash balances of £21.3 million (31 March 2024: £18.1
million).
FINANCIAL REVIEW
Analysis of
financial results
The financial statements of the Company for the
six‑month period ended 30
September 2024 are set out on pages 48 to 70 in Half-year Report
2024.
The Company prepared the condensed unaudited
financial statements for the six‑month period to 30 September 2024 in accordance
with UK-adopted international accounting standards as applicable to
companies reporting under those standards. In order to continue
providing useful and relevant information to its investors, the
financial statements also refer to the "Group", which comprises the
Company, its wholly owned subsidiary Foresight Environmental
Infrastructure (UK) Ltd ("HoldCo") (formerly known as JLEN
Environmental Assets Group (UK) Limited) and the indirectly held
wholly owned subsidiary HWT Limited (which holds the investment
interest in the Tay project).
Key
investment metrics
|
Period ended
|
Period
ended
|
Year ended
|
All amounts presented in £million (except as
noted)
|
30 Sep 2024
|
30 Sep
2023
|
31 Mar
2024
|
Net assets1
|
720.1
|
792.1
|
751.2
|
Portfolio value2
|
806.6
|
898.9
|
891.9
|
Operating income and (loss)/gain on fair value
of investments
|
4.2
|
6.9
|
(3.8)
|
Net Asset Value per share3
|
109.8p
|
119.7p
|
113.6p
|
Distributions, repayments and fees from
portfolio
|
46.6
|
46.2
|
87.0
|
Loss/profit before tax
|
(0.5)
|
1.9
|
(13.9)
|
Gross Asset Value3
|
1,010.5
|
1,109.8
|
1,091.8
|
Market capitalisation3
|
595.4
|
653.6
|
619.9
|
Share price3
|
90.8p
|
98.8p
|
93.7p
|
Total shareholder return3
|
69.4%
|
70.1%
|
68.4%
|
Annualised total shareholder
return3
|
5.1%
|
5.7%
|
5.4%
|
1. Also referred to as
"NAV".
2. Classified as investments
at fair value through profit or loss on the statement of financial
position.
3. Net Asset Value per share,
share price, market capitalisation and Gross Asset Value are
alternative performance measures ("APMs"). The APMs within the
accounts are defined on pages 71 and 72 in Half-year Report
2024.
Net
assets
Net assets decreased from £751.2 million at 31
March 2024 to £720.1 million at
30 September 2024.
The net assets of £720.1 million comprise £806.6
million portfolio value of environmental infrastructure investments
and the Company's cash balances of £0.2 million, partially offset
by £84.4 million of intermediate holding companies' net liabilities
and other net liabilities of £2.3 million.
The intermediate holding companies' net
liabilities of £84.4 million comprise a £113.7 million credit
facility loan, partially offset by cash balances of £21.3 million
and other net assets of £8.0 million.
Analysis of the Group's net assets at 30
September 2024
|
At
|
At
|
All amounts presented in £million (except as
noted)
|
30 Sep 2024
|
31 Mar
2024
|
Portfolio value
|
806.6
|
891.9
|
Intermediate holding companies' cash
|
21.3
|
17.8
|
Intermediate holding companies' revolving credit
facility
|
(113.7)
|
(159.3)
|
Intermediate holding companies' other
assets
|
8.0
|
3.1
|
Fair value of
the Company's investment in UK HoldCo
|
722.2
|
753.5
|
Company's cash
|
0.2
|
0.3
|
Company's other net liabilities (excluding
cash)
|
(2.3)
|
(2.6)
|
Net Asset
Value
|
720.1
|
751.2
|
Number of shares
|
656,046,140
|
661,531,229
|
Net Asset Value
per share
|
109.8p
|
113.6p
|
At 30 September 2024, the Group (the Company
plus intermediate holding companies) had a total cash balance of
£21.5 million (31 March 2024: £18.1 million), including £0.2
million in the Company's statement of financial position (31 March
2024: £0.3 million) and £21.3 million in the intermediate holding
companies (31 March 2024: £17.8 million), which is included in the
Company's statement of financial position within "Investments at
fair value through profit or loss".
At 30 September 2024, UK HoldCo had drawn £113.7
million of its revolving credit facility (31 March 2024:
£159.3 million) which is included in the Company's statement of
financial position within "Investments at fair value through profit
or loss".
The movement in the portfolio value from 31
March 2024 to 30 September 2024 is summarised as
follows:
|
Period ended
|
Year ended
|
All amounts presented in £million
|
30 Sep 2024
|
31 Mar
2024
|
Portfolio value at start of the
period/year
|
891.9
|
898.5
|
Acquisitions/further investments (net of
post‑acquisition price
adjustments)
|
15.9
|
69.2
|
Disposals in investment assets
|
(68.5)
|
-
|
Distributions received from
investments
|
(46.6)
|
(87.0)
|
Growth in value of portfolio
|
13.9
|
11.2
|
Portfolio
value
|
806.6
|
891.9
|
Further details on the portfolio valuation and
an analysis of movements during the period are provided in the
investment portfolio and valuation section on pages 12 to 23 in the
Company's Half-year Report 2024.
Financing at 30 September
2024
£113.7m
Drawn on RCF
28.7%
Fund gearing1
1. Gearing is an alternative
performance measure ("APM"). The APMs within the accounts are
defined on pages 71 and 72 in the Company's Half-year Report
2024.
Income
The Company's loss before tax for the
six‑month period was £0.5
million (six‑month period
ended 30 September 2023: profit of £1.9 million), a loss of 0.1
pence per share (six‑month
period ended 30 September 2023: gain of 0.3 pence per
share).
|
Six months
|
Six months
|
|
ended
|
ended
|
All amounts presented in £million (except as
noted)
|
30 Sep 2024
|
30 Sep
2023
|
Interest received on UK HoldCo loan
notes
|
15.7
|
15.7
|
Dividend received from UK HoldCo
|
19.8
|
13.8
|
Net loss on investments at fair value
|
(31.3)
|
(22.6)
|
Operating
income and gains on fair value of investments
|
4.2
|
6.9
|
Operating expenses
|
(4.7)
|
(5.0)
|
(Loss)/profit
before tax
|
(0.5)
|
1.9
|
(Losses)/earnings per share
|
(0.1)p
|
0.3p
|
In the six months to 30 September 2024, the
operating income and losses on fair value of investments was £4.2
million, including the receipt of £15.7 million of interest on the
UK HoldCo loan notes, £19.8 million of dividends also received from
UK HoldCo and a net loss on investments at fair value of £31.3
million.
The operating expenses included in the income
statement for the period were £4.7 million, in line with
expectations. These comprise £4.0 million of Investment Manager
fees and £0.7 million operating expenses. The details on how the
Investment Manager fees are charged are set out in note 14 to the
condensed unaudited financial statements.
Ongoing
charges
The "ongoing charges"1 ratio is an
indicator of the costs incurred in the day-to-day management of the
Fund. FGEN uses the Association of Investment Companies ("AIC")
recommended methodology for calculating this ratio, which is an
annual figure.
For the period ended 30 September 2024, the
ongoing charges ratio was 1.26%1
(31 March 2024: 1.24%), based on an annualised six-month
cost and reflecting the decrease in the NAV. The ratio is
calculated on a consolidated basis, considering both the UK HoldCo
and the Company's expenses. The expected ongoing charge ratio for
the full financial year ending 31 March 2025 is 1.19%, which
incorporates a reduction in the Investment Management fee over the
remaining six months, assuming no change in NAV. For the financial
year ending 31 March 2026, the expected ongoing charge ratio
is 1.12%, factoring in the full benefit of the Investment
Management fee reduction and assuming no change in NAV.
Cash
flow
The Company had a total cash balance at 30
September 2024 of £0.2 million (31 March 2024: £0.3 million). The
breakdown of the movements in cash during the period is shown
below.
Cash
flows of the Company for the period (£million):
|
Six months
|
Six months
|
|
ended
|
ended
|
|
30 Sep 2024
|
30 Sep
2023
|
Cash balance at 1 April
|
0.3
|
0.1
|
Interest on loan notes received from UK
HoldCo
|
15.7
|
15.7
|
Dividends received from UK HoldCo
|
19.8
|
13.8
|
Directors' fees and expenses
|
(0.2)
|
(0.2)
|
Investment Manager fees
|
(4.2)
|
(4.1)
|
Administrative expenses
|
(0.6)
|
(0.6)
|
Dividends paid in cash to
shareholders
|
(25.4)
|
(24.3)
|
Share buybacks
|
(5.2)
|
-
|
Company cash
balance at 30 September
|
0.2
|
0.4
|
The Group had a total cash balance at 30
September 2024 of £21.5 million (31 March 2024: £18.1 million) and
borrowings under the revolving credit facility of £113.7 million
(31 March 2024: £159.3 million). The breakdown of the movements in
cash during the period is shown in the following table.
Cash
flows of the Group for the period (£million):
|
Six months
|
Six months
|
|
ended
|
ended
|
|
30 Sep 2024
|
30 Sep
2023
|
Cash distributions from environmental
infrastructure investments
|
46.6
|
46.2
|
Administrative expenses
|
(0.8)
|
(0.7)
|
Directors' fees and expenses
|
(0.2)
|
(0.2)
|
Investment Manager fees
|
(4.2)
|
(4.1)
|
Financing costs
|
(6.8)
|
(3.8)
|
Electricity Generator Levy
|
(3.3)
|
(5.2)
|
Cash flow from
operations2
|
31.3
|
32.2
|
Acquisition of investment assets and further
investments
|
(15.9)
|
(30.0)
|
Disposal of asset
|
68.1
|
-
|
Acquisition costs (including stamp
duty)
|
(0.6)
|
(0.3)
|
Short-term projects debtors
|
(2.1)
|
(0.7)
|
Purchase of treasury shares
|
(5.2)
|
-
|
Debt arrangement fee cost
|
(2.3)
|
(1.0)
|
Repayment/drawdown under the revolving credit
facility
|
(44.4)
|
22.0
|
Dividends paid in cash to
shareholders
|
(25.4)
|
(24.3)
|
Cash movement
in the period
|
3.5
|
(2.1)
|
Opening cash balance
|
18.0
|
18.0
|
Group cash
balance at 30 September
|
21.5
|
15.9
|
1. The ongoing charges ratio
is an alternative performance measure ("APM"). The APMs within the
accounts are defined on pages 71 and 72 in the Company's Half-year
Report 2024.
2. "Cash flow from operations"
is an alternative performance measure ("APM"). The APMs within the
accounts are defined on pages 71 and 72 in the Company's Half-year
Report 2024.
During the period, the Group received cash
distributions of £46.6 million from its environmental
infrastructure investments.
Cash received from investments in the period
covered the operating and administrative expenses and financing
costs, as well as the dividends declared to shareholders in respect
of the six‑month period ended
30 September 2024. Cash flow from operations of the Group of £31.3
million covered dividends paid in the six‑month period to 30 September 2024 of
£25.4 million by 1.23x.
The Group anticipates that future revenues from
its environmental infrastructure investments will continue to be in
line with expectations and therefore will continue to cover future
costs as well as planned dividends payable to its
shareholders.
Dividends
During the period, the Company paid a final
interim dividend of 1.89 pence per share in June 2024 (£12.5
million) in respect of the quarter to 31 March 2024. Interim
dividends of 1.95 pence per share were paid in September 2024
(£12.9 million) in respect of the quarter to 30 June
2024.
On 20 November 2024, the Board approved an
interim dividend of 1.95 pence per share in respect of the quarter
ended 30 September 2024. The dividend is payable on 27 December
2024 to all voting shares, excluding shares kept in
treasury.
In line with the announcement in the 2024 Annual
Report, the target dividend for the year to 31 March 2025 is
7.80 pence per share1.
1. These are targets only and
not profit forecasts. There can be no assurance that these targets
will be met.
RESPONSIBILITY STATEMENT
The Directors are responsible for preparing the
Half-year Report and condensed unaudited interim financial
statements in accordance with applicable regulations.
We confirm that to the best of our
knowledge:
·
the condensed unaudited interim financial statements have
been prepared in accordance with United Kingdom adopted
International Accounting Standard 34 Interim Financial Reporting
and in accordance with the accounting policies set out in the
audited Annual Report to 31 March 2024; and
·
the Chair's statement and Investment Manager's report meet
the requirements of an interim management report and include a fair
review of the information required by:
(a) DTR 4.2.7R, being an indication of
important events during the first six months of the financial year
and their impact on the condensed unaudited interim financial
statements and a description of principal risks and uncertainties
for the remaining six months of the year; and
(b) DTR 4.2.8R, being the disclosure of
related parties' transactions that have taken place during the
first six months of the financial year and that have materially
affected the financial position or performance of the Company
during that period; and any changes in the related party
transactions described in the last Annual Report that could do
so.
The Board is responsible for the maintenance and
integrity of the corporate and financial information included on
the Company's website, and for the preparation and dissemination of
financial statements. Legislation in Guernsey governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
This responsibility statement was approved by
the Board of Directors on 20 November 2024 and is signed on its
behalf by:
Ed
Warner
Chair
20 November 2024
INDEPENDENT REVIEW REPORT
to Foresight Environmental Infrastructure
Limited
Conclusion
We have been engaged by Foresight Environmental
Infrastructure Limited (formerly known as JLEN Environmental Assets
Group Limited) (the "Company") to review the condensed set of
financial statements in the half-yearly financial report for the
six months ended 30 September 2024 of the Company, which
comprises the condensed unaudited statement of financial position,
the condensed unaudited income statement, the condensed unaudited
statement of changes in equity, the condensed unaudited cash
flow statement and the related explanatory notes.
Based on our review, nothing has come to our
attention that causes us to believe that the condensed set of
financial statements in the half-yearly financial report for the
six months ended 30 September 2024 is not prepared, in all material
respects, in accordance with IAS 34 Interim Financial Reporting and
the Disclosure Guidance and Transparency Rules ("the DTR") of the
UK's Financial Conduct Authority ("the UK FCA").
Scope of
review
We conducted our review in accordance with
International Standard on Review Engagements (UK) 2410 Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity ("ISRE (UK) 2410") issued by the Financial Reporting
Council for use in the UK. A review of interim financial
information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying
analytical and other review procedures. We read the other
information contained in the half-yearly financial report and
consider whether it contains any apparent misstatements or material
inconsistencies with the information in the condensed set of
financial statements.
A review is substantially less in scope than an
audit conducted in accordance with International Standards on
Auditing (UK) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not
express an audit opinion.
Conclusions
relating to going concern
Based on our review procedures, which are less
extensive than those performed in an audit as described in the
scope of review section of this report, nothing has come to our
attention to suggest that the Directors have inappropriately
adopted the going concern basis of accounting or that the Directors
have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410. However,
future events or conditions may cause the Company to cease to
continue as a going concern, and the above conclusions are not a
guarantee that the Company will continue in operation.
Directors'
responsibilities
The half-yearly financial report is the
responsibility of, and has been approved by, the Directors. The
Directors are responsible for preparing the interim financial
report in accordance with the DTR of the UK FCA.
As disclosed in note 2(a), the annual financial
statements of the Company are prepared in accordance with
UK-adopted international accounting standards. The Directors are
responsible for preparing the condensed set of financial statements
included in the half-yearly financial report in accordance with IAS
34 Interim Financial Reporting.
In preparing the half-yearly financial report,
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 they either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do
so.
Our
responsibility
Our responsibility is to express to the Company
a conclusion on the condensed set of financial statements in the
half-yearly financial report based on our review. Our conclusion,
including our conclusions relating to going concern, are based on
procedures that are less extensive than audit procedures, as
described in the scope of review paragraph of this
report.
The purpose of
our review work and to whom we owe our
responsibilities
This report is made solely to the Company in
accordance with the terms of our engagement letter to assist the
Company in meeting the requirements of the DTR of the UK FCA. Our
review has been undertaken so that we might state to the Company
those matters we are required to state to it in this 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
for our review work, for this report, or for the conclusions
we have reached.
Barry
Ryan
For
and on behalf of KPMG Channel Islands Limited
Chartered Accountants, Guernsey
20 November 2024
CONDENSED UNAUDITED INCOME STATEMENT
for the six months ended 30 September
2024
|
|
Six months
|
Six months
|
|
|
ended
|
ended
|
|
|
30 Sep 2024
|
30 Sep
2023
|
|
|
(unaudited)
|
(unaudited)
|
|
Notes
|
£'000s
|
£'000s
|
Operating income and (loss)/gains on fair value
of investments
|
3
|
4,213
|
6,884
|
Operating expenses
|
4
|
(4,750)
|
(5,018)
|
Operating
(loss)/profit
|
|
(537)
|
1,866
|
(Loss)/profit before tax
|
|
(537)
|
1,866
|
Tax
|
5
|
-
|
-
|
(Loss)/profit
for the period
|
|
(537)
|
1,866
|
(Losses)/earnings per
share
|
|
|
|
Basic and diluted (pence)
|
7
|
(0.1)
|
0.3
|
The accompanying notes form an integral part of
the condensed set of unaudited financial statements.
All results are derived from continuing
operations.
There are no items of other comprehensive income
in either the current or preceding period, other than the loss for
the period, and therefore no separate condensed unaudited statement
of comprehensive income has been presented.
CONDENSED UNAUDITED STATEMENT OF FINANCIAL
POSITION
as at 30 September 2024
|
|
30 Sep 2024
|
31 Mar
2024
|
|
|
(unaudited)
|
(audited)
|
|
Notes
|
£'000s
|
£'000s
|
Non-current
assets
|
|
|
|
Investments at fair value through profit or
loss
|
8
|
722,241
|
753,572
|
Total
non-current assets
|
|
722,241
|
753,572
|
Current
assets
|
|
|
|
Trade and other receivables
|
9
|
38
|
25
|
Cash and cash equivalents
|
|
193
|
271
|
Total current
assets
|
|
231
|
296
|
Total
assets
|
|
722,472
|
753,868
|
Current
liabilities
|
|
|
|
Trade and other payables
|
10
|
(2,335)
|
(2,654)
|
Total current
liabilities
|
|
(2,335)
|
(2,654)
|
Total
liabilities
|
|
(2,335)
|
(2,654)
|
Net
assets
|
|
720,137
|
751,214
|
Equity
|
|
|
|
Share capital account
|
12
|
664,401
|
664,401
|
Treasury shares
|
|
(5,179)
|
-
|
Retained earnings
|
13
|
60,915
|
86,813
|
Equity
attributable to owners of the Company
|
|
720,137
|
751,214
|
Net assets per
share (pence per share)
|
|
109.8
|
113.6
|
The accompanying notes form an integral part of
the condensed set of unaudited financial statements.
The condensed set of unaudited financial
statements were approved by the Board of Directors and authorised
for issue on 20 November 2024.
They were signed on its behalf by:
Ed
Warner
Chair
Stephanie
Coxon
Director
CONDENSED UNAUDITED STATEMENT OF CHANGES IN
EQUITY
for the six months ended 30 September
2024
|
|
Six months ended 30 Sep 2024
(unaudited)
|
|
|
Share capital
|
Treasury
|
Retained
|
|
|
|
account
|
shares
|
earnings
|
Total
|
|
Notes
|
£'000s
|
£'000s
|
£'000s
|
£'000s
|
Balance at 1
April 2024
|
|
664,401
|
-
|
86,813
|
751,214
|
Loss and total comprehensive income for the
period
|
13
|
-
|
-
|
(537)
|
(537)
|
Purchase of treasury shares
|
|
-
|
(5,179)
|
-
|
(5,179)
|
Dividends paid
|
6
|
-
|
-
|
(25,361)
|
(25,361)
|
Balance at 30
September 2024
|
|
664,401
|
(5,179)
|
60,915
|
720,137
|
|
|
12 months ended 31
Mar 2024 (audited)
|
|
|
Share
capital
|
Treasury
|
Retained
|
|
|
|
account
|
shares
|
earnings
|
Total
|
|
Notes
|
£'000s
|
£'000s
|
£'000s
|
£'000s
|
Balance at 1 April 2023
|
|
664,401
|
-
|
150,167
|
814,568
|
Loss and total comprehensive income for the
period
|
|
-
|
-
|
(13,937)
|
(13,937)
|
Dividends paid
|
|
-
|
-
|
(49,417)
|
(49,417)
|
Balance at 31 March 2024
|
|
664,401
|
-
|
86,813
|
751,214
|
|
|
Six months ended 30
Sep 2023 (unaudited)
|
|
|
Share
capital
|
Treasury
|
Retained
|
|
|
|
account
|
shares
|
earnings
|
Total
|
|
Notes
|
£'000s
|
£'000s
|
£'000s
|
£'000s
|
Balance at 1 April 2023
|
|
664,401
|
-
|
150,167
|
814,568
|
Profit and total comprehensive income for the
period
|
13
|
-
|
-
|
1,866
|
1,866
|
Dividends paid
|
6
|
-
|
-
|
(24,345)
|
(24,345)
|
Balance at 30 September 2023
|
|
664,401
|
-
|
127,688
|
792,089
|
The accompanying notes form an integral part of
the condensed set of unaudited financial statements.
CONDENSED UNAUDITED CASH FLOW STATEMENT
for the six months ended 30 September
2024
|
|
Six months
|
Six months
|
|
|
ended
|
ended
|
|
|
30 Sep 2024
|
30 Sep
2023
|
|
|
(unaudited)
|
(unaudited)
|
|
Notes
|
£'000s
|
£'000s
|
(Loss)/profit
for the period
|
|
(537)
|
1,866
|
Adjustments
for:
|
|
|
|
Interest received
|
|
(15,744)
|
(15,701)
|
Dividends received
|
|
(19,800)
|
(13,800)
|
Net loss on investments at fair value through
profit or loss
|
|
31,331
|
22,617
|
Operating cash
flows before movements in working capital
|
|
(4,750)
|
(5,018)
|
(Increase)/decrease in receivables
|
|
(13)
|
38
|
(Decrease)/increase in payables
|
|
(319)
|
82
|
Net cash
outflow from operating activities
|
|
(5,082)
|
(4,898)
|
Investing
activities
|
|
|
|
Interest received
|
|
15,744
|
15,701
|
Dividends received
|
|
19,800
|
13,800
|
Net cash
generated from investing activities
|
|
35,544
|
29,501
|
Financing
activities
|
|
|
|
Purchase of treasury shares
|
12
|
(5,179)
|
-
|
Dividends paid
|
6
|
(25,361)
|
(24,345)
|
Net cash
outflow from financing activities
|
|
(30,540)
|
(24,345)
|
Net
(decrease)/increase in cash and cash equivalents
|
|
(78)
|
258
|
Cash and cash
equivalents at beginning of period
|
|
271
|
143
|
Cash and cash
equivalents at end of period
|
|
193
|
401
|
The accompanying notes form an integral part of
the condensed set of unaudited financial statements.
NOTES TO THE CONDENSED UNAUDITED FINANCIAL
STATEMENTS
for the six months ended 30 September
2024
1. General
information
Foresight Environmental Infrastructure Limited
(the "Company" or "FGEN", formerly known as JLEN Environmental
Assets Group Limited, "JLEN") is a closed‑ended investment company domiciled and
incorporated in Guernsey, Channel Islands, under Section 20 of the
Companies (Guernsey) Law, 2008. The shares are publicly traded on
the London Stock Exchange under a premium listing. The condensed
unaudited interim financial statements of the Company are for the
six‑month period ended 30
September 2024 and have been prepared on the basis of the
accounting policies set out below. The financial statements
comprise only the results of the Company as its investment in
Foresight Environmental Infrastructure (UK) Limited ("UK HoldCo",
formerly known as JLEN Environmental Assets Group (UK) Limited) is
measured at fair value as detailed in the significant accounting
policies below. The Company and its subsidiaries invest in
environmental infrastructure that utilises natural or waste
resources or supports more environmentally friendly approaches to
economic activity.
2. Material
accounting policies
(a)
Basis of preparation
The condensed unaudited interim financial
statements, which give a true and fair view, were approved and
authorised for issue by the Board of Directors on 20 November 2024.
The condensed unaudited interim financial statements included in
this Half‑year Report have
been prepared in accordance with UK-adopted International
Accounting Standard 34 "Interim Financial
Reporting".
As a result of adopting the amendments to IFRS
10, IFRS 12 and IAS 28 first adopted in the Company's Annual Report
to 31 March 2015, the Company is required to hold its subsidiaries
that provide investment services at fair value, in accordance with
IFRS 9 Financial Instruments Recognition and Measurement, and IFRS
13 Fair Value Measurement.
The Company accounts for its investment in its
wholly owned direct subsidiary UK HoldCo at fair value. The
Company, together with its wholly owned direct subsidiary UK HoldCo
and the intermediate holding subsidiary HWT Limited, comprise the
Group (the "Group") investing in environmental infrastructure
assets.
The net assets of the intermediate holding
companies (comprising UK HoldCo and HWT Limited), which at 30
September 2024 principally comprise working capital balances, the
revolving credit facility ("RCF") and investments in projects, are
required to be included at fair value in the carrying value of
investments.
Consequently, the Company does not consolidate
its subsidiaries or apply IFRS 3 Business Combinations when it
obtains control of another entity as it is considered to be an
investment entity under UK-adopted international accounting
standards. Instead, the Company measures its investment in its
subsidiary at fair value through profit or loss.
The condensed unaudited interim financial
statements incorporate the financial statements of the Company
only.
The accounting policies and significant
judgements are consistent with those used in the latest audited
financial statements to 31 March 2024 and should be read in
conjunction with the Company's annual audited financial statements
for the year ended 31 March 2024.
Key sources of
estimation uncertainty
The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the
revision affects only that period, or in the period of the revision
and future periods if the revision affects both current and future
periods.
The valuation is based on a discounted cash flow
analysis of the future expected equity and loan note cash flows
accruing to the Group from each operational portfolio investment.
Assets under construction are valued at cost until such time as the
risks associated with construction have substantially passed. For
some technologies with more complex construction activities, this
will be when the asset reaches the start of commercial operations,
while for others this may be during late-stage
construction.
Estimates such as the cash flows are believed to
be reasonable under the circumstances, the results of which form
the basis of making judgements about the fair value of assets not
readily available from other sources. Actual results may differ
from these estimates.
The project cash flows used in the portfolio
valuation at 30 September 2024 reflect contractual fixed price
arrangements under PPAs, where they exist, and
short‑term market forward
prices for the next two years where they do not. After the initial
two-year period, the project cash flows assume future electricity
and gas prices in line with a blended curve informed by the central
forecasts from three established market consultants, adjusted by
the Investment Manager for project-specific arrangements and price
cannibalisation.
For the Italian investment, project cash flows
assume future electricity prices informed by a leading independent
market consultant's long‑term
projections.
The power price assumptions, including the
discount to the near-term power price assumptions, are a key source
of estimation and uncertainty. Information on the sensitivity of
the portfolio to movement in power price is disclosed in note
15.
Discount rates used in the valuation exercise
represent the Investment Manager's and the Board's assessment of
the rate of return in the market for assets with similar
characteristics and risk profile. The discount rate is deemed to be
one of the most significant unobservable inputs and any change
could have a material impact on the fair value of investments.
Underlying assumptions and discount rates are disclosed in note 8
and sensitivity analysis is disclosed in note 15.
Due to the current economic environment, the
Investment Manager and the Board believe that the rate of inflation
should also be considered a key source of estimation uncertainty.
Information on the sensitivity of the portfolio valuation to
movements in the inflation rate is disclosed in note 15.
(b)
Going concern
The Directors, in their assessment of the
Company's going concern, have reviewed comprehensive cash flow
forecasts prepared by the Company's Investment Manager, Foresight
Group. These forecasts, based on prudent market data and a
reasonable worst-case scenario, form the basis of the Directors'
belief that it is appropriate to prepare the interim financial
statements on a going concern basis. This conclusion is further
supported by an evaluation of the Company's subsidiary banking
facilities.
In reaching their decision, the Directors
considered several key risks, including the volatility of energy
prices, the potential impact of the principal risks (as outlined in
the Annual Report 2024), and the possibility of another
discontinuation vote in 2025.
Additionally, the Directors have assessed
sustainability-related risks, including environmental, social and
governance ("ESG") factors, with a particular focus on climate
change. In line with the recommendations of the Task Force on
Climate-related Financial Disclosures ("TCFD"), outlined in the
financial disclosures in the Annual Report 2024, the Investment
Manager has reviewed the portfolio's exposure to these risks. The
conclusion is that such risks are not currently material to the
Fund, although they continue to be monitored closely.
The Board considers the going concern assessment
period of 18 months to 31 March 2026 to be appropriate. A longer
period than the typical requirement of 12 months has been adopted
to factor in the full payment of the September 2025
dividend.
The Directors also considered that the Company
has adequate financial resources, and were mindful that the Group
had unrestricted cash of £21.5 million as at 30 September 2024 and
a revolving credit facility ("RCF") and uncommitted accordion
facility (available until June 2027 with an uncommitted option to
extend for a further year, for investment in new or existing
projects and working capital) of £230 million. As at 30 September
2024, the Company's wholly owned subsidiary UK HoldCo had borrowed
£113.7 million under the facility, leaving £86.3 million undrawn
under the current committed amount. All key financial covenants
under this facility are forecast to continue to be complied with
for the duration of the going concern assessment period.
The RCF provides the Company with the
flexibility to meet its existing funding commitments to portfolio
assets. Additionally, the Company has sufficient headroom in its
RCF to finance its hard commitments related to construction assets
within the portfolio.
The RCF covenants have been stress-tested under
downside risk scenarios. These scenarios include a 10% reduction in
power price projections relative to the base case, lower generation
levels assuming a P90, a portion of the portfolio not yielding, and
combinations of these factors. In all scenarios, including the
combined downside case, the Company remained compliant with its key
covenants.
At the September 2024 Annual General Meeting
("AGM"), shareholders were presented with a vote on the potential
discontinuation of the Company, triggered by its share price
trading at a discount of more than 10% to the Net Asset Value
("NAV") per share during the financial year. The vote from
shareholders was in support for the Company to continue operations.
However, the Directors noted that the share price has continued to
trade at a discount to NAV since the start of the current financial
year and will continue to monitor the situation, with the
possibility of a future discontinuation vote remaining under
consideration.
However, following the recent vote, both the
Investment Manager and the Directors are confident that FGEN's
discount to NAV is not directly attributable to the individual
performance of FGEN, its Investment Manager, or its Board of
Directors.
In light of this, the Directors are satisfied
that the Company has sufficient resources to continue operating for
the foreseeable future, defined as a period of no less than 12
months from the date of this report. Accordingly, they have
continued to adopt the going concern basis in the preparation of
these condensed interim unaudited financial statements.
(c)
Segmental reporting
The Board is of the opinion that the Company is
engaged in a single segment of business, being investment in
environmental infrastructure to generate investment returns while
preserving capital. The financial information used by the Board to
allocate resources and manage the Company presents the business as
a single segment comprising a homogeneous portfolio.
(d)
Statement of compliance
Pursuant to the Protection of Investors
(Bailiwick of Guernsey) Law, 2020 the Company is a registered
closed-ended investment scheme. As a registered scheme, the Company
is subject to certain ongoing obligations to the Guernsey
Financial Services Commission, and is governed by the Companies
(Guernsey) Law, 2008 as amended.
(e)
Seasonality
Neither operating income nor profit are impacted
significantly by seasonality. While meteorological conditions
resulting in fluctuation in the levels of wind and sunlight can
affect revenues of the Company's environmental infrastructure
projects, due to the diversified mix of projects, these
fluctuations do not materially affect the Company's operating
income or profit.
3. Operating
income and loss on fair value of investments
|
Six months
|
Six months
|
|
ended
|
ended
|
|
30 Sep 2024
|
30 Sep
2023
|
|
(unaudited)
|
(unaudited)
|
|
£'000s
|
£'000s
|
Interest income
|
15,744
|
15,701
|
Dividend income
|
19,800
|
13,800
|
Net loss on investments at fair value through
profit or loss
|
(31,331)
|
(22,617)
|
|
4,213
|
6,884
|
4. Operating
expenses
|
Six months
|
Six months
|
|
ended
|
ended
|
|
30 Sep 2024
|
30 Sep
2023
|
|
(unaudited)
|
(unaudited)
|
|
£'000s
|
£'000s
|
Investment management fees
|
3,974
|
4,227
|
Directors' fees and expenses
|
175
|
172
|
Administration fee
|
66
|
56
|
Other expenses
|
535
|
563
|
|
4,750
|
5,018
|
5.
Tax
Income tax expense
The Company has obtained exempt status from
income tax in Guernsey under the Income Tax (Exempt Bodies)
(Guernsey) Ordinance, 1989. FGEN is charged an annual exemption fee
of £1,600.
The income from its investments is therefore not
subject to any further tax in Guernsey, although the investments
provide for and pay taxation at the appropriate rates in the
jurisdictions in which they operate. The underlying tax within the
subsidiaries and environmental infrastructure assets, which are
held as investments at fair value through profit or loss, is
included in the estimate of the fair value of these
investments.
6.
Dividends
|
Six months
|
Six months
|
|
ended
|
ended
|
|
30 Sep 2024
|
30 Sep
2023
|
|
(unaudited)
|
(unaudited)
|
|
£'000s
|
£'000s
|
Amounts
recognised as distributions to equity holders during the period
(pence per share):
|
|
|
Final dividend for the year ended 31 March 2024
of 1.89 (31 March 2023: 1.79)
|
12,503
|
11,842
|
Interim dividend for the quarter ended 30 June
2024 of 1.95 (30 June 2023: 1.89)
|
12,858
|
12,503
|
|
25,361
|
24,345
|
A dividend for the quarter to 30 September 2024
of 1.95 pence per share was approved by the Board on 20 November
2024 and is payable on 27 December 2024. The dividend has not been
included as a liability at 30 September 2024.
7.
(Loss)/earnings per share
Earnings per share is calculated by dividing the
profit attributable to equity shareholders of the Company by the
weighted average number of ordinary shares in issue during the
period:
|
Six months
|
Six months
|
|
ended
|
ended
|
|
30 Sep 2024
|
30 Sep
2023
|
|
(unaudited)
|
(unaudited)
|
|
£'000s
|
£'000s
|
(Loss)/earnings
|
|
|
(Loss)/earnings for the purposes of basic and
diluted earnings per share, being net profit attributable to owners
of the Company
|
(537)
|
1,866
|
Number of
shares
|
|
|
Time weighted average number of ordinary shares
for the purposes of basic and diluted earnings per share
|
660,905,560
|
661,531,229
|
The denominator for the purposes of calculating
both basic and diluted earnings per share is the same, as the
Company has not issued any share options or other instruments that
would cause dilution. Shares held in treasury are excluded from the
calculation.
|
Six months
|
Six months
|
|
ended
|
ended
|
|
30 Sep 2024
|
30 Sep
2023
|
|
(unaudited)
|
(unaudited)
|
|
£'000s
|
£'000s
|
Basic and diluted (loss)/earnings per share
(pence)
|
(0.1)
|
0.3
|
8. Investments
at fair value through profit or loss
As set out in note 1, the Company accounts for
its interest in its 100% owned subsidiary UK HoldCo as an
investment at fair value through profit or loss. UK HoldCo in turn
owns investments in intermediate holding companies and
environmental infrastructure projects.
The table below shows the movement in the
Company's investment in UK HoldCo as recorded on the Company's
statement of financial position:
|
30 Sep 2024
|
31 Mar
2024
|
|
(unaudited)
|
(audited)
|
|
£'000s
|
£'000s
|
Fair value of environmental infrastructure
investments
|
806,646
|
891,927
|
Fair value of intermediate holding
companies
|
(84,405)
|
(138,355)
|
Total fair
value of investments
|
722,241
|
753,572
|
Reconciliation of movement in fair value
of portfolio of assets
The table below shows the movement in the fair
value of the Company's portfolio of environmental infrastructure
assets. These assets are held through other intermediate holding
companies. The table below also presents a reconciliation of the
fair value of the asset portfolio to the Company's condensed
unaudited statement of financial position as at 30 September 2024,
by incorporating the fair value of these intermediate holding
companies.
|
Six months to 30 Sep 2024
(unaudited)
|
Year to 31 Mar 2024
(audited)
|
|
|
Cash, working
|
|
|
|
|
|
|
capital and
|
|
|
Cash,
working
|
|
|
|
debt in
|
|
|
capital and
debt
|
|
|
|
intermediate
|
|
|
in
intermediate
|
|
|
|
holding
|
|
|
holding
|
|
|
Portfolio value
|
companies
|
Total
|
Portfolio
value
|
companies
|
Total
|
|
£'000s
|
£'000s
|
£'000s
|
£'000s
|
£'000s
|
£'000s
|
Opening
balance
|
891,927
|
(138,355)
|
753,572
|
898,539
|
(81,739)
|
816,800
|
Acquisitions
|
|
|
|
|
|
|
Portfolio of assets acquired/further
investment
|
15,933
|
-
|
15,933
|
69,221
|
-
|
69,221
|
Disposal of assets
|
(68,496)
|
-
|
(68,496)
|
-
|
-
|
-
|
|
(52,563)
|
-
|
(52,563)
|
69,221
|
-
|
69,221
|
Growth in
portfolio1
|
13,905
|
-
|
13,905
|
11,181
|
-
|
11,181
|
Cash yields
from portfolio to intermediate holding companies
|
(46,623)
|
46,623
|
-
|
(87,014)
|
87,014
|
-
|
Yields from
intermediate holding companies
|
|
|
|
|
|
|
Interest on loan notes1
|
-
|
(15,744)
|
(15,744)
|
-
|
(31,401)
|
(31,401)
|
Dividends from UK HoldCo to the
Company1
|
-
|
(19,800)
|
(19,800)
|
-
|
(28,000)
|
(28,000)
|
|
-
|
(35,544)
|
(35,544)
|
-
|
(59,401)
|
(59,401)
|
Other
movements
|
|
|
|
|
|
|
Investment in working capital in UK
HoldCo
|
-
|
7,010
|
7,010
|
-
|
(13,425)
|
(13,425)
|
Administrative expenses borne by intermediate
holding companies1,2
|
-
|
(9,692)
|
(9,692)
|
-
|
(15,008)
|
(15,008)
|
Drawdown of UK HoldCo revolving credit facility
borrowings
|
-
|
45,553
|
45,553
|
-
|
(55,796)
|
(55,796)
|
Fair value of
the Company's investment in UK HoldCo
|
806,646
|
(84,405)
|
722,241
|
891,927
|
(138,355)
|
753,572
|
1. The net loss on investments
at fair value through profit or loss for the period ended 30
September 2024 is £31,331,000 (year ended 31 March 2024: loss of
£63,228,000). This, together with interest received on loan notes
of £15,744,000 (year ended 31 March 2024: £31,401,000) and dividend
income of £19,800,000 (year ended 31 March 2024: £28,000,000)
comprises operating income in the condensed unaudited income
statement.
2. Administrative expenses
borne by intermediate holding companies includes the payment of the
Electricity Generator Levy.
The balances in the table above represent the
total net movement in the fair value of the Company's investment.
The "cash, working capital and debt in intermediate holding
companies" balances reflect investment in, distributions from or
movements in working capital and are not value
generating.
Fair
value of portfolio of assets
The Investment Manager has carried out fair
market valuations of the investments as at 30 September 2024.
The Directors have satisfied themselves as to the methodology used
and the discount rates applied for the valuation. Investments are
all investments in environmental infrastructure projects and are
valued using a discounted cash flow methodology, being the most
relevant and most commonly used method in the market to value
similar assets to the Company's. The Company's holding of its
investment in UK HoldCo represents its interest in both the equity
and debt instruments. The equity and debt instruments are valued as
a whole using a blended discount rate and the value attributed to
the equity instruments represents the fair value of future
dividends and equity redemptions in addition to any value
enhancements arising from the timing of loan principal and interest
receipts from the debt instruments, while the value attributed to
the debt instruments represents the principal outstanding and
interest due on the loan at the valuation date.
Assets under construction are valued at cost
(which is deemed to approximate fair value) until such time as the
risks associated with construction have substantially passed. For
some technologies with more complex construction activities, this
will be when the asset reaches the start of commercial operations,
while for others this may be during late-stage
construction.
The valuation techniques and methodology have
been applied consistently with the valuation performed in the
Company's latest annual audited financial statements.
Discount rates applied to the operating
portfolio of assets range from 7.0% to 18.3% (weighted average
9.5%) (at 31 March 2024: from 7.0% to 17.7% - weighted average
9.4%).
The following economic assumptions were used in
the discounted cash flow valuations:
|
30 Sep 2024
(unaudited)
|
31 Mar 2024
(audited)
|
UK - RPI inflation rates
|
3.5% for 2024, 3% to 2030 and 2.25%
thereafter
|
3.5% for 2024,
decreasing to 3% until 2030, decreasing to 2.25% from
2031
|
Italy - inflation rates
|
2% flat rate
|
2.0% from 2024
onwards
|
UK - deposit interest rates
|
2.0% for the life of each
asset
|
2.0% from 2024
onwards
|
Italy - deposit rates
|
0%
|
0%
|
UK - corporation tax rates
|
25%
|
25% from April 2024
onwards
|
Italy - corporation tax rates
|
National rate of 24%, plus applicable
regional premiums
|
National rate of 24%,
plus applicable regional premiums
|
Euro/sterling exchange rate
|
1.20
|
1.17
|
Refer to note 15 for details of the sensitivity
of the portfolio to movements in the discount rate and economic
assumptions.
The assets in the intermediate holding companies
substantially comprise working capital, cash balances and the
outstanding revolving credit facility debt; therefore, the
Directors consider the fair value to be equal to the book
values.
Details of investments made during the
period
During the period, £0.9 million was invested in
CNG Foresight Limited. The portfolio holds 13 natural gas
refuelling stations in operation and two in construction
phase.
The Group also invested £7.2 million into the
Rjukan project, £2.9 million into Cramlington, £1.1 million
into Vulcan gas, £1.2 million into the CE Glasshouse project, €2.9
million into FEIP and £0.6 million to other projects.
In August 2024, the Company announced the
successful completion of the sale of 51% of its 45.9MW portfolio
across six anaerobic digestion ("AD") sites in the UK to Future
Biogas, for a total consideration of £68.1 million (the amount
includes £0.2 million in stamp duty). FGEN will retain a 49%
ownership stake in the AD portfolio, along with its interests in
three additional AD assets that were not included in the
transaction.
9. Trade and
other receivables
|
30 Sep 2024
|
31 Mar
2024
|
|
(unaudited)
|
(audited)
|
|
£'000s
|
£'000s
|
Prepayments
|
38
|
25
|
Closing
balance
|
38
|
25
|
10. Trade and
other payables
|
30 Sep 2024
|
31 Mar
2024
|
|
(unaudited)
|
(audited)
|
|
£'000s
|
£'000s
|
Accruals
|
2,335
|
2,654
|
Closing
balance
|
2,335
|
2,654
|
The accruals balance for the period ended 30
September 2024 includes an amount of £1,955,000 for the investment
management fee for the quarter to 30 September 2024, payable to
Foresight Group LLP.
11. Loans and
borrowings
The Company had no outstanding loans or
borrowings at 30 September 2024 (31 March 2024: none), as shown in
the Company's condensed unaudited statement of financial
position.
As at 30 September 2024, the Company held loan
notes of £348.9 million which were issued by UK HoldCo (31 March
2024: outstanding amount of £348.9 million).
As at 30 September 2024, UK HoldCo had an
outstanding balance of £113.7 million under a revolving credit
facility (31 March 2024: £159.3 million). The loan bears interest
between 205 bps and 215 bps over SONIA (Sterling Overnight Index
Average) for sterling drawings and Euribor (Euro Interbank Offered
Rate) for euro drawings. £44.4 million of the revolving credit
facility balance was repaid during the period with the intention
for the balance to be reduced further using available proceeds from
asset disposals or future capital raises.
There were no other outstanding loans or
borrowings in either the Company, UK HoldCo or HWT at 30 September
2024.
12. Share
capital account
|
30 Sep 2024
(unaudited)
|
|
Ordinary
|
Treasury
|
|
|
shares
|
shares
|
£'000s
|
Opening balance
|
661,531,229
|
-
|
664,401
|
Purchase of treasury shares
|
-
|
(5,485,089)
|
(5,179)
|
Closing
balance
|
661,531,229
|
(5,485,089)
|
659,222
|
|
31 Mar 2024
(audited)
|
|
Ordinary
|
Treasury
|
|
|
shares
|
shares
|
£'000s
|
Opening balance
|
661,531,229
|
-
|
664,401
|
Purchase of treasury shares
|
-
|
-
|
-
|
Closing balance
|
661,531,229
|
-
|
664,401
|
The number of voting shares at 30 September 2024
was 656,046,140 (total shares in issue 661,531,229 less 5,485,089
shares kept in treasury as a result of the share buyback programme
that started on 30 August 2024).
13. Retained
earnings
|
30 Sep 2024
|
31 Mar
2024
|
|
(unaudited)
|
(audited)
|
|
£'000s
|
£'000s
|
Opening balance
|
86,813
|
150,167
|
Loss for the period/year
|
(537)
|
(13,937)
|
Dividends paid
|
(25,361)
|
(49,417)
|
Closing
balance
|
60,915
|
86,813
|
14.
Transactions with the Investment Manager and related
parties
Transactions between the Company and its
subsidiaries, which are related parties of the Company, are fair
valued and are disclosed within note 8. Details of transactions
between the Company and related parties are disclosed
below.
This note also details the terms of the
Company's engagement with Foresight Group as Investment
Manager.
Transactions with the Investment
Manager
Foresight Group is the Company's Investment
Manager. Foresight's appointment as Investment Manager is governed
by an Investment Management Agreement.
For the period under review, Foresight Group was
entitled to a base fee equal to:
a) 1.0% per annum of the Adjusted
Portfolio Value1 of the Fund2 up to and
including £500 million; and
b) 0.8% per annum of the Adjusted
Portfolio Value of the Fund in excess of £500 million.
The total Investment Manager fee charged to the
condensed unaudited income statement for the six months ended
30 September 2024 was £3,974,000 (six-month period ended 30
September 2023: £4,227,000) of which £1,955,000 remained payable as
at 30 September 2024 (31 March 2024:
£2,147,000).
1. Adjusted Portfolio Value is
defined in the Investment Management Agreement as:
a. the fair value of
the investment portfolio; plus
b. any cash owned by or
held to the order of the Fund; plus
c. the aggregate amount
of payments made to shareholders by way of dividend in the
quarterly period ending on the relevant valuation day,
less
i. any other
liabilities of the Fund (excluding borrowings); and
ii. any uninvested
cash.
2. Fund means the Company and
Foresight Environmental Infrastructure (UK) Limited together with
their wholly owned subsidiaries or subsidiary undertakings
(including companies or other entities wholly owned by them
together, individually or in any combination, as appropriate) but
excluding project entities.
The Board has approved a reduction in the
management fee payable to Foresight Group LLP by changing the basis
of calculating the fee from adjusted NAV to NAV. With effect from 1
October 2024 the management fee will be calculated as
follows:
a) 0.95% per annum of the portfolio
Net Asset Value of the Fund2 up to and including
£500 million;
b) 0.80% per annum of the portfolio
Net Asset Value of the Fund on the balance above £500 million
up to and including £1 billion; and
c) 0.75% per annum of the portfolio
Net Asset Value of the Fund in excess of £1 billion.
Other transactions with related
parties
The Directors of the Company, who are considered
to be key management, received fees for their services for the
six‑month period of £173,085
(six-month period ended 30 September 2023: £167,250). The Directors
were paid expenses of £1,947 in the six‑month period (six‑month period ended 30 September 2023:
£4,907).
The Directors held the following
shares:
|
Total number
|
Total
number
|
|
of shares held
|
of shares
held
|
|
at 30 Sep 2024
|
at 31 Mar
2024
|
|
(unaudited)
|
(audited)
|
Ed Warner
|
75,000
|
60,000
|
Alan Bates
|
12,500
|
12,500
|
Stephanie Coxon
|
15,000
|
15,000
|
Jo Harrison
|
8,066
|
8,066
|
Hans Joern Rieks
|
-
|
95,000
|
Nadia Sood
|
-
|
-
|
All of the above transactions were undertaken on
an arm's length basis. Hans Joern Rieks retired from the Board on
13 September 2024.
The Directors were paid dividends in the period
of £5,465 (six-month period ended 30 September 2023:
£7,013).
15. Financial
instruments
Financial instruments by
category
The Company held the following financial
instruments at 30 September 2024. There have been no transfers of
financial instruments between levels of the fair value hierarchy.
There are no non‑recurring fair value measurements.
|
30 Sep 2024
(unaudited)
|
|
|
Financial
|
Financial
|
|
|
|
|
assets
|
assets
|
Financial
|
|
|
|
held at
|
at fair value
|
liabilities at
|
|
|
Cash and cash
|
amortised
|
through profit
|
amortised
|
|
|
balances
|
cost
|
or loss
|
cost
|
Total
|
|
£'000s
|
£'000s
|
£'000s
|
£'000s
|
£'000s
|
Non-current
assets
|
|
|
|
|
|
Investments at fair value through profit or loss
(Level 3)
|
-
|
-
|
722,241
|
-
|
722,241
|
Current
assets
|
|
|
|
|
|
Trade and other receivables
|
-
|
38
|
-
|
-
|
38
|
Cash and cash equivalents
|
193
|
-
|
-
|
-
|
193
|
Total financial assets
|
193
|
38
|
722,241
|
-
|
722,472
|
Current
liabilities
|
|
|
|
|
|
Trade and other payables
|
-
|
-
|
-
|
(2,335)
|
(2,335)
|
Total financial liabilities
|
-
|
-
|
-
|
(2,335)
|
(2,335)
|
Net financial
instruments
|
193
|
38
|
722,241
|
(2,335)
|
720,137
|
|
31 Mar 2024
(audited)
|
|
|
|
Financial
|
|
|
|
|
Financial
|
assets
|
Financial
|
|
|
|
assets
|
at fair
value
|
liabilities
|
|
|
Cash and
|
held at
|
through
profit
|
at
amortised
|
|
|
cash
balances
|
amortised
cost
|
or loss
|
cost
|
Total
|
|
£'000s
|
£'000s
|
£'000s
|
£'000s
|
£'000s
|
Non-current
assets
|
|
|
|
|
|
Investments at fair value through profit or loss
(Level 3)
|
-
|
-
|
753,572
|
-
|
753,572
|
Current
assets
|
|
|
|
|
|
Trade and other receivables
|
-
|
25
|
-
|
-
|
25
|
Cash and cash equivalents
|
271
|
-
|
-
|
-
|
271
|
Total financial assets
|
271
|
25
|
753,572
|
-
|
753,868
|
Current
liabilities
|
|
|
|
|
|
Trade and other payables
|
-
|
-
|
-
|
(2,654)
|
(2,654)
|
Total financial liabilities
|
-
|
-
|
-
|
(2,654)
|
(2,654)
|
Net financial
instruments
|
271
|
25
|
753,572
|
(2,654)
|
751,214
|
The Company's investments at fair value through
profit or loss are classified at Level 3 within the IFRS fair value
hierarchy.
The Level 3 fair value measurements derive from
valuation techniques that include inputs to the asset or liability
that are not based on observable market data (unobservable
inputs).
In the tables above, financial instruments are
held at carrying value as an approximation to fair value unless
stated otherwise.
Reconciliation of Level 3 fair value
measurement of financial assets and liabilities
An analysis of the movement between opening to
closing balances of the investments at fair value through profit or
loss is given in note 8.
The fair value of the investments at fair value
through profit or loss includes the use of Level 3 inputs. Please
refer to note 8 for details on the valuation
methodology.
Sensitivity analysis of the
portfolio
The sensitivity of the portfolio to movements in
the discount rate is as follows:
30 Sep 2024
(unaudited)
|
|
|
|
Discount
rate
|
Minus 0.5%
|
Base 9.5%
|
Plus 0.5%
|
Change in
portfolio valuation
|
Increases £18.2m
|
£806.6m
|
Decreases £18.1m
|
Change in NAV
per share
|
Increases 2.8p
|
109.8p
|
Decreases 2.8p
|
31 Mar 2024 (audited)
|
|
|
|
Discount rate
|
Minus 0.5%
|
Base 9.4%
|
Plus 0.5%
|
Change in portfolio valuation
|
Increases
£20.7m
|
£891.9m
|
Decreases
£19.8m
|
Change in NAV per share
|
Increases
3.1p
|
113.6p
|
Decreases
3.0p
|
The sensitivity of the portfolio to movements in
inflation rates is as follows:
30 Sep 2024
(unaudited)
|
|
|
|
Inflation
rates
|
Minus 0.5%
|
Base 3.5% (2024), 3% (to 2030), then
2.25% thereafter
|
Plus 0.5%
|
Change in
portfolio valuation
|
Decreases £21.9m
|
£806.6m
|
Increases £21.6m
|
Change in NAV
per share
|
Decreases 3.3p
|
109.8p
|
Increases 3.3p
|
31 Mar 2024 (audited)
|
|
|
|
Inflation rates
|
Minus 0.5%
|
Base 3.5% (2024),
then 3% to 2030, then 2.25%
|
Plus 0.5%
|
Change in portfolio valuation
|
Decreases
£18.9m
|
£891.9m
|
Increases
£19.3m
|
Change in NAV per share
|
Decreases
2.9p
|
113.6p
|
Increases
2.9p
|
The fair value of the investments is based on a
"P50" level of electricity generation for the renewable energy
assets, being the expected level of generation over the long
term.
Wind, solar and hydro assets are subject to
electricity generation risks.
The sensitivity of the portfolio to movements in
energy yields based on an assumed "P90" level of electricity
generation (i.e. a level of generation that is below the "P50",
with a 90% probability of being exceeded) and an assumed "P10"
level of electricity generation (i.e. a level of generation that is
above the "P50", with a 10% probability of being achieved) is as
follows:
30 Sep 2024
(unaudited)
|
|
|
|
Energy yield:
wind
|
P90 (10 year)
|
Base P50
|
P10 (10 year)
|
Change in
portfolio valuation
|
Decreases £27.7m
|
£806.6m
|
Increases £26.8m
|
Change in NAV
per share
|
Decreases 4.2p
|
109.8p
|
Increases 4.1p
|
Energy yield:
solar
|
P90 (10 year)
|
Base P50
|
P10 (10 year)
|
Change in
portfolio valuation
|
Decreases £8.3m
|
£806.6m
|
Increases £8.2m
|
Change in NAV
per share
|
Decreases 1.3p
|
109.8p
|
Increases 1.3p
|
Energy yield:
hydro
|
P90 (10 year)
|
Base P50
|
P10 (10 year)
|
Change in
portfolio valuation
|
Decreases £1.3m
|
£806.6m
|
Increases £1.4m
|
Change in NAV
per share
|
Decreases 0.2p
|
109.8p
|
Increases 0.2p
|
31 Mar 2024 (audited)
|
|
|
|
Energy yield: wind
|
P90 (10
year)
|
Base P50
|
P10 (10
year)
|
Change in portfolio valuation
|
Decreases
£28.3m
|
£891.9m
|
Increases
£27.0m
|
Change in NAV per share
|
Decreases
4.3p
|
113.6p
|
Increases
4.1p
|
Energy yield: solar
|
P90 (10
year)
|
Base P50
|
P10 (10
year)
|
Change in portfolio valuation
|
Decreases
£9.3m
|
£891.9m
|
Increases
£9.5m
|
Change in NAV per share
|
Decreases
1.4p
|
113.6p
|
Increases
1.4p
|
Energy yield: hydro
|
P90 (10
year)
|
Base P50
|
P10 (10
year)
|
Change in portfolio valuation
|
Decreases
£1.3m
|
£891.9m
|
Increases
£1.4m
|
Change in NAV per share
|
Decreases
0.2p
|
113.6p
|
Increases
0.2p
|
Electricity and gas price assumptions are based
on the following: for the first two years, cash flows for each
project use forward electricity and gas prices based on market
rates unless a contractual fixed price exists, in which case the
model reflects the fixed price followed by the forward price for
the remainder of the two‑year
period. For the remainder of the project life, a
long‑term blend of central
case forecasts from three established market consultants and other
relevant information is used, and adjusted by the Investment
Manager for project‑specific
arrangements and price cannibalisation.
The sensitivity assumes a 10% increase or
decrease in power prices relative to the base case for each year of
the asset life. While power markets can experience movements in
excess of +/-10% on a short‑term basis, as has been the case recently, the
sensitivity is intended to provide insight into the effect on the
NAV of persistently higher or lower power prices over the whole
life of the portfolio. The Directors feel that +/-10% remains a
realistic range of outcomes over this very long time horizon,
notwithstanding that significant movements will occur from time
to time.
The sensitivity of the portfolio to movements in
electricity and gas prices is as follows:
30 Sep 2024
(unaudited)
|
|
|
|
Energy
prices
|
Minus 10%
|
Base
|
Plus 10%
|
Change in
portfolio valuation
|
Decreases £39.0m
|
£806.6m
|
Increases £41.1m
|
Change in NAV
per share
|
Decreases 5.9p
|
109.8p
|
Increases 6.3p
|
31 Mar 2024 (audited)
|
|
|
|
Energy prices
|
Minus 10%
|
Base
|
Plus 10%
|
Change in portfolio valuation
|
Decreases
£37.4m
|
£891.9m
|
Increases
£37.0m
|
Change in NAV per share
|
Decreases
5.7p
|
113.6p
|
Increases
5.6p
|
Waste & bioenergy assets (excluding Bio
Collectors) do not have significant volume and price risks and
therefore are not included in the above volume and price
sensitivities.
In line with FGEN's original investment case for
anaerobic digestion, the Company continues to apply the
conservative valuation assumption that facilities will simply cease
to operate beyond the life of their RHI tariff. The Investment
Manager has seen a growing case of evidence, including several
transactional datapoints, pointing towards a positive change in
market sentiment for valuing these assets - including the potential
to run anaerobic digestion facilities on an unsubsidised
basis.
In light of this change, the Investment Manager
has provided a sensitivity extending the useful economic lives of
its AD portfolio by up to five years - capped at the duration of
land rights already in place. Such an extension would result in an
uplift in the portfolio valuation of £21.9 million (3.3 pence
per share).
The sensitivity of the portfolio to movements in
AD feedstock prices is as follows:
30 Sep 2024
(unaudited)
|
|
|
|
Feedstock
prices
|
Minus 10%
|
Base
|
Plus 10%
|
Change in
portfolio valuation
|
Increases £7.0m
|
£806.6m
|
Decreases £7.0m
|
Change in NAV
per share
|
Increases 1.1p
|
109.8p
|
Decreases 1.1p
|
31 Mar 2024 (audited)
|
|
|
|
Feedstock prices
|
Minus 10%
|
Base
|
Plus 10%
|
Change in portfolio valuation
|
Increases
£8.7m
|
£891.9m
|
Decreases
£8.9m
|
Change in NAV per share
|
Increases
1.3p
|
113.6p
|
Decreases
1.3p
|
The sensitivity of the portfolio to movements in
corporation tax rates is as follows:
30 Sep 2024
(unaudited)
|
|
|
|
Corporation
tax
|
Minus 2%
|
Base 25%
|
Plus 2%
|
Change in
portfolio valuation
|
Increases £13.4m
|
£806.6m
|
Decreases £12.7m
|
Change in NAV
per share
|
Increases 2.0p
|
109.8p
|
Decreases 1.9p
|
31 Mar 2024 (audited)
|
|
|
|
Corporation tax
|
Minus 2%
|
Base 25%
|
Plus 2%
|
Change in portfolio valuation
|
Increases
£13.6m
|
£891.9m
|
Decreases
£13.9m
|
Change in NAV per share
|
Increases
2.1p
|
113.6p
|
Decreases
2.1p
|
Euro/sterling exchange rate
sensitivity
As the proportion of the portfolio assets with
cash flows denominated in euros represents a small proportion of
the portfolio value at 30 September 2024, the Directors consider
the sensitivity to changes in euro/sterling exchange rates to be
insignificant.
The Directors consider that the carrying value
amounts of financial assets and financial liabilities recorded at
amortised cost in the financial statements are approximately equal
to their fair values.
Uncontracted revenues on non-energy
generating portfolio sensitivity
Non-energy generating assets, such as batteries
and controlled environment agriculture and aquaculture, are not
materially affected by either scarcity of natural resource or power
price markets. Therefore, the Investment Manager has presented a
sensitivity illustrating an assumed 10% change in all uncontracted
revenues for each year of the asset lives. An increase in
uncontracted revenues of 10% would result in an upward movement in
the portfolio valuation of £18.3 million (2.8 pence per share)
compared to a decrease in value of £14.2 million (2.2 pence
per share) if those revenues were reduced by the same
amount.
16. Guarantees
and other commitments
As at 30 September 2024, the Company has
provided a guarantee over the Company's wholly owned subsidiary UK
HoldCo's obligations under the £200 million revolving credit
facility refinanced on 13 June 2024 with a three-year agreement
with ING, HSBC, National Australia Bank, Royal Bank of Scotland
International and Clydesdale Bank. The contract includes an
uncommitted accordion facility of up to £30 million and an
uncommitted option to extend for a further year.
As at 30 September 2024, the Group has the
following future investment obligations over a 12-month horizon:
€4.5 million (equivalent to £3.8 million) to FEIP, £1.6 million to
the CNG Foresight project, £4.1 million to the CE Rjukan project,
£2.7 million to the Cramlington capex programme, £3.9 million to
Sandridge battery storage, £1.2 million to Vulcan gas shipping,
£0.3 million into Vulcan D2 feeder value enhancements, £0.7
million in working capital loans for AD assets and £0.7
million in various small projects.
The Company had no other commitments or
guarantees.
17.
Subsidiaries and associates
The following subsidiaries and associates have
not been consolidated in these financial statements as a result of
applying the requirements of "Investment Entities: Applying the
Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS
27)":
|
|
Place of
|
Registered
|
Ownership
|
|
Subsidiaries
|
Category
|
business
|
office
|
interest
|
Voting
rights
|
Foresight Environmental Infrastructure (UK)
Limited1
|
Intermediate
holding
|
UK
|
A
|
100%
|
100%
|
HWT Limited
|
Intermediate
holding
|
UK
|
B
|
100%
|
100%
|
JLEAG Solar 1 Limited
|
Operating
subsidiary
|
UK
|
C
|
100%
|
100%
|
Easton PV Limited
|
Project holding
company
|
UK
|
A
|
100%
|
100%
|
Pylle Solar Limited
|
Project holding
company
|
UK
|
A
|
100%
|
100%
|
Second Energy Limited
|
Operating
subsidiary
|
UK
|
A
|
100%
|
100%
|
JLEAG Wind Holdings Limited
|
Project holding
company
|
UK
|
A
|
100%
|
100%
|
JLEAG Wind Limited
|
Project holding
company
|
UK
|
A
|
100%
|
100%
|
Amber Solar Parks (Holdings) Limited
|
Project holding
company
|
UK
|
D
|
100%
|
100%
|
Amber Solar Park Limited
|
Operating
subsidiary
|
UK
|
D
|
100%
|
100%
|
Bilsthorpe Wind Farm Limited
|
Operating
subsidiary
|
UK
|
E
|
100%
|
100%
|
Ferndale Wind Limited
|
Project holding
company
|
UK
|
L
|
100%
|
100%
|
Castle Pill Wind Limited
|
Project holding
company
|
UK
|
L
|
100%
|
100%
|
Wind Assets LLP
|
Operating
subsidiary
|
UK
|
E
|
100%
|
100%
|
Hall Farm Wind Farm Limited
|
Operating
subsidiary
|
UK
|
E
|
100%
|
100%
|
Branden Solar Parks (Holdings)
Limited
|
Project holding
company
|
UK
|
A
|
100%
|
100%
|
Branden Solar Parks Limited
|
Operating
subsidiary
|
UK
|
A
|
100%
|
100%
|
KS SPV 3 Limited
|
Operating
subsidiary
|
UK
|
A
|
100%
|
100%
|
KS SPV 4 Limited
|
Operating
subsidiary
|
UK
|
A
|
100%
|
100%
|
Carscreugh Renewable Energy Park
Limited
|
Operating
subsidiary
|
UK
|
E
|
100%
|
100%
|
Wear Point Wind Limited
|
Operating
subsidiary
|
UK
|
E
|
100%
|
100%
|
Monksham Power Ltd
|
Project holding
company
|
UK
|
A
|
100%
|
100%
|
Frome Solar Limited
|
Operating
subsidiary
|
UK
|
A
|
100%
|
100%
|
BL Wind Limited
|
Operating
subsidiary
|
UK
|
E
|
100%
|
100%
|
New Albion Wind Limited
|
Operating
subsidiary
|
UK
|
E
|
100%
|
100%
|
Dreachmhor Wind Farm Limited
|
Operating
subsidiary
|
UK
|
E
|
100%
|
100%
|
France Wind GP Germany
GmbH2
|
Project holding
company
|
DE
|
F
|
100%
|
100%
|
France Wind Germany GmbH & Co.
KG2
|
Project holding
company
|
DE
|
F
|
100%
|
100%
|
CSGH Solar Limited
|
Project holding
company
|
UK
|
A
|
100%
|
100%
|
CSGH Solar (1) Limited
|
Project holding
company
|
UK
|
A
|
100%
|
100%
|
sPower Holdco 1 (UK) Limited
|
Project holding
company
|
UK
|
D
|
100%
|
100%
|
sPower Finco 1 (UK) Limited
|
Project holding
company
|
UK
|
D
|
100%
|
100%
|
Higher Tregarne Solar (UK) Limited
|
Operating
subsidiary
|
UK
|
A
|
100%
|
100%
|
Crug Mawr Solar Farm Limited
|
Operating
subsidiary
|
UK
|
A
|
100%
|
100%
|
Golden Hill Solar (UK) Limited
|
Project holding
company
|
UK
|
D
|
100%
|
100%
|
Golden Hill Solar Limited
|
Operating
subsidiary
|
UK
|
A
|
100%
|
100%
|
Shoals Hook Solar (UK) Limited
|
Operating
subsidiary
|
UK
|
A
|
100%
|
100%
|
CGT Investment Limited
|
Project holding
company
|
UK
|
G
|
100%
|
100%
|
CWMNI GWYNT TEG CYF
|
Operating
subsidiary
|
UK
|
G
|
100%
|
100%
|
Moelogan 2 (Holdings) Cyfyngedig
|
Project holding
company
|
UK
|
G
|
100%
|
100%
|
Moelogan 2 C.C.C.
|
Operating
subsidiary
|
UK
|
G
|
100%
|
100%
|
Llynfi Afan Renewable Energy Park
Limited
|
Operating
subsidiary
|
UK
|
E
|
100%
|
100%
|
Bio Collectors Holdings Limited
|
Project holding
company
|
UK
|
J
|
100%
|
100%
|
Bio Collectors Limited
|
Operating
subsidiary
|
UK
|
J
|
100%
|
100%
|
Riverside Bio Limited
|
Operating
subsidiary
|
UK
|
J
|
100%
|
100%
|
Riverside AD Limited
|
Operating
subsidiary
|
UK
|
J
|
100%
|
100%
|
Yorkshire Hydropower Holdings Limited
|
Project holding
company
|
UK
|
E
|
100%
|
100%
|
Yorkshire Hydropower Limited
|
Operating
subsidiary
|
UK
|
E
|
100%
|
100%
|
Northern Hydropower Holdings Limited
|
Project holding
company
|
UK
|
E
|
100%
|
100%
|
Northern Hydropower Limited
|
Operating
subsidiary
|
UK
|
E
|
100%
|
100%
|
Codford Biogas Limited
|
Operating
subsidiary
|
UK
|
M
|
100%
|
100%
|
Rainworth Energy Limited
|
Operating
subsidiary
|
UK
|
K
|
100%
|
100%
|
FS West Gourdie Limited
|
Operating
subsidiary
|
UK
|
A
|
100%
|
100%
|
Spruce Bioenergy Limited
|
Project holding
company
|
UK
|
A
|
100%
|
100%
|
Cramlington Renewable Energy Developments
Limited
|
Operating
subsidiary
|
UK
|
L
|
100%
|
100%
|
Fryingdown Solar Park Limited
|
Non-trading
entity
|
UK
|
D
|
100%
|
100%
|
Five Oaks Solar Park Limited
|
Non-trading
entity
|
UK
|
D
|
100%
|
100%
|
Warren Power Limited
|
Project holding
company
|
UK
|
H
|
100%
|
100%
|
ELWA Holdings Limited
|
Project holding
company
|
UK
|
L
|
80%
|
80%
|
ELWA Limited3
|
Operating
subsidiary
|
UK
|
L
|
80%
|
81%3
|
Green Gas Oxon Limited
|
Project holding
company
|
UK
|
I
|
52.6%
|
52.6%
|
Icknield Gas Limited
|
Operating
subsidiary
|
UK
|
I
|
52.6%
|
52.6%
|
Cross Solar PV Limited
|
Operating subsidiary
(dormant)
|
UK
|
C
|
100%
|
100%
|
Domestic Solar Limited
|
Operating subsidiary
(dormant)
|
UK
|
C
|
100%
|
100%
|
Residential PV Trading Limited
|
Operating subsidiary
(dormant)
|
UK
|
C
|
100%
|
100%
|
1. Foresight Environmental
Infrastructure (UK) Limited ("UK HoldCo", formerly known as JLEN
Environmental Assets Group (UK) Limited).
2. Underlying French wind
assets were disposed of in January 2022.
3. ELWA Holdings Limited holds
81% of the voting rights and a 100% share of the economic benefits
in ELWA Limited.
|
|
Place of
|
Registered
|
Ownership
|
|
Associates
|
Category
|
business
|
office
|
interest
|
Voting
rights
|
Foresight Biomass Holding Italy
S.r.l.
|
Project holding
company
|
IT
|
N
|
45%
|
45%
|
Energie Tecnologie Ambiente S.r.l.
|
Operating
associate
|
IT
|
N
|
45%
|
45%
|
Foresight Rjukan Holding Limited
|
Project holding
company
|
UK
|
A
|
43%
|
43%
|
Catchment Tay Holdings Limited
|
Project holding
company
|
UK
|
O
|
33.3%
|
33.3%
|
Catchment Tay Limited
|
Operating
associate
|
UK
|
O
|
33.3%
|
33.3%
|
Foresight Hydrogen HoldCo GmbH
|
Project holding
company
|
DE
|
P
|
40.1%
|
40.1%
|
Hima Seafood Rjukan AS
|
Operating
associate
|
NO
|
Q
|
25%
|
25%
|
HH2E Werk Thierbach GmbH
|
Operating
associate
|
DE
|
R
|
23%
|
23%
|
HH2E Werk Lubmin GmbH
|
Operating
associate
|
DE
|
R
|
23%
|
23%
|
HH2E AG
|
Project holding
company
|
DE
|
R
|
23%
|
23%
|
Sandridge Battery Storage Limited
|
Operating
associate
|
UK
|
A
|
50%
|
50%
|
Clayfords Energy Storage Limited
|
Operating
associate
|
UK
|
S
|
50%
|
50%
|
AD Holdco 1 Limited
|
Project holding
company
|
UK
|
H
|
49%
|
49%
|
Egmere Energy Limited
|
Operating
associate
|
UK
|
H
|
49%
|
49%
|
Warren Energy Limited
|
Operating
associate
|
UK
|
H
|
49%
|
49%
|
Vulcan Renewables Limited
|
Operating
associate
|
UK
|
H
|
49%
|
49%
|
Grange Farm Energy Limited
|
Operating
associate
|
UK
|
H
|
49%
|
49%
|
Merlin Renewables Limited
|
Operating
associate
|
UK
|
H
|
49%
|
49%
|
Biogas Meden Limited
|
Operating
associate
|
UK
|
H
|
49%
|
49%
|
Foresight Battery Storage Holdings
Limited
|
Project holding
company
|
UK
|
A
|
50%
|
50%
|
Lunanhead Energy Storage Limited
|
Operating
associate
|
UK
|
A
|
50%
|
50%
|
JLEAG AD Limited
|
Project holding
company
|
UK
|
A
|
49%
|
49%
|
Peacehill Gas Limited
|
Operating
associate
|
UK
|
T
|
49%
|
49%
|
CNG Foresight Holdings Limited
|
Project holding
company
|
UK
|
A
|
25%
|
25%
|
CNG Foresight Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
CNG Newton Aycliffe Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
CNG Eurocentral Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
CNG Avonmouth North Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
CNG Corby Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
CNG Doncaster Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
CNG Bracknell Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
CNG Bangor Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
CNG Aylesford Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
CNG Station Holdings Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
CNG Leyland Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
CNG Knowsley Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
CNG Castleford Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
Lavant Down Northampton Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
Oxford Erdington Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
Hams Warrington Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
Nexus Newark Limited
|
Operating
associate
|
UK
|
U
|
25%
|
25%
|
Registered offices
A) The Shard, C/O Foresight Group
Llp, 32 London Bridge Street, London, SE1 9SG
B) 50 Lothian Road, Festival
Square, Edinburgh, Midlothian, EH3 9WJ
C) 1 Filament Walk, Suite 203,
Wandsworth, London, SW18 4GQ
D) The Long Barn, Manor Courtyard,
Stratton-On-The-Fosse, Radstock, BA3 4QF
E) C/O RES White Limited, Beaufort
Court, Egg Farm Lane, Kings Langley, Hertfordshire, WD4
8LR
F) Steinweg 3-5, Frankfurt Am Main,
60313, Germany
G) Cae Sgubor Ffordd Pennant, Eglwysbach,
Colwyn Bay, Conwy, LL28 5UN
H) 10-12 Frederick Sanger Road,
Guildford, Surrey, GU2 7YD
I) Friars Ford, Manor Road,
Goring, Reading, RG8 9EL
J) 10 Osier Way, Mitcham, Surrey,
CR4 4NF
K) C/O Material Change, The
Amphenol Building, 46-50 Rutherford Drive, Park Farm Industrial
Estate, Wellingborough, NN8 6AX
L) 8 White Oak Square, London Road,
Swanley, BR8 7AG
M) C/O External Services Limited, 20
Central Avenue, St Andrews Business Park, Norwich, NR7
0HR
N) Piazza Barberini 52, 00187, Rome,
Italy
O) C/O Infrastructure Managers Limited,
2nd Floor Drum Suite, Saltire Court, 20 Castle Terrace, Edinburgh,
EH1 2EN
P) C/O Intertrust (Deutschland)
GmbH, Eschersheimer Landstraße 14, 60322 Frankfurt am
Main
Q) Skriugata 26, 3660, Rjukan
R) Kaiser-Wilhelm-Straße 93, 20355
Hamburg
S) Foresight Group LLP, Clarence
House, 133 George Street, Edinburgh, EH2 4JS
T) Peacehill Farm, Wormit, Fife,
DD6 8PJ
U) C/O Flb Accountants Llp, 1010 Eskdale
Road, Winnersh Triangle, Wokingham, RG41 5TS
18. Events
after statement of financial position
A dividend for the quarter ended 30 September
2024 of 1.95 pence per share was approved by the Board on 20
November 2024. Please refer to note 6 for further
details.
The interim dividend will be paid on 27 December
2024.
Since the date of the condensed unaudited
statement of financial position, 4,913,591 of the Company's shares
were bought back for the total consideration of £4.2 million and
average price paid of 84.92 pence per share.
ALTERNATIVE
PERFORMANCE MEASURES ("APMS")
APM
|
Purpose
|
Calculation
|
APM value
|
Reconciliation to IFRS
|
Total
shareholder return (since IPO and annualised)
|
Measure of financial performance, indicating the
amount an investor reaps from investing since IPO and expressed as
a percentage (annualised or total since IPO of the
Company)
|
Since IPO: closing share price as at 30
September 2024 plus all dividends since IPO assumed reinvested,
divided by the share price at IPO, expressed as a
percentage
|
69.4%
(HY23: 70.1%)
|
Calculation for total shareholder return since
IPO: closing share price as at 30 September 2024 as per key
investments metrics on page 42 in the Company's Half-year Report
2024, plus all dividends since IPO assumed reinvested, divided by
the share price at IPO, expressed as a percentage
|
|
|
Annualised: closing share price as at 30
September 2024 plus all dividends since IPO assumed reinvested,
divided by the share price at IPO, to the power of one over the
number of years since IPO, expressed as a percentage
|
5.1%
annualised
(HY23: 5.7%)
|
Calculation for annualised total shareholder
return: closing share price as at 30 September 2024 as per key
investment metrics on page 42 in Half-year Report 2024 plus all
dividends since IPO assumed reinvested, divided by the share price
at IPO, to the power of one over the number of years since IPO,
expressed as a percentage
|
Net Asset Value
per share
|
Allows investors to gauge whether shares are
trading at a premium or a discount by comparing the Net Asset Value
per share with the share price
|
The net assets divided by the number of ordinary
shares in issuance
|
109.8
pence
(FY24: 113.6 pence)
|
The calculation divides the net assets as per
the statement of financial position on page 49 in Half-year Report
2024 by the closing number of ordinary shares in issue as per note
12 on page 58 in Half-year Report 2024
|
Market
capitalisation
|
Provides an indication of the size of the
Company
|
Closing share price as at 30 September 2024
multiplied by the closing number of ordinary shares in
issuance
|
£595.4
million
(FY24: £619.9 million)
|
The calculation uses the closing share price as
at 30 September 2024 as per the key investment metric table on
page 42 in Half-year Report 2024 and the closing number of ordinary
shares as per note 12 of the financial statements on page 58 in
Half-year Report 2024
|
Gross Asset
Value ("GAV")
|
A measure of the value of the Company's total
assets
Gross Asset Value on investment basis including
debt held at SPV level
|
The sum of total assets of the Company as shown
on the statement of financial position and the total debt of the
Group and underlying investments
|
£1,010.5
million
(FY24: £1,091.8 million)
|
This is the total debt (RCF drawn: £113.7
million plus project level debt: £176.6 million) plus the Net Asset
Value as per the statement of financial position on page 49 in
Half-year Report 2024
|
Gearing
|
Ascertain financial risk in the Group's balance
sheet
|
Total debt of the Group and underlying
investments as a percentage of GAV
|
28.7%
(HY23: 28.7%)
|
The calculation uses the total debt (RCF drawn:
£113.7 million plus project level debt: £176.6 million) and shows
this as a percentage of the GAV
|
Distributions,
repayments and fees from portfolio
|
A measure of performance from the underlying
portfolio
|
Total cash received from investments in the
period
|
£46.6
million
(HY23: £46.2 million)
|
As per "Cash flows of the Group for the period",
also titled "Cash distributions from environmental infrastructure
investments" on page 44 in Half-year Report 2024
|
Cash flow from
operations of the Group
|
Gauges operating revenues and expenses of the
Group
|
As per the "Cash flows of the Group for the
period" table on page 44 in Half-year Report 2024, the calculation
takes the cash distributions from environmental infrastructure
investments and subtracts the following: administrative expenses,
Directors' fees and expenses, Investment Manager fees, financing
costs (net of interest income)
|
£31.3
million
(HY23: £32.2 million)
|
Detailed breakdown as per page 44 in Half-year
Report 2024 in the "Cash flows of the Group for the
period"
|
Cash dividend
cover
|
Investors can gauge the ability of the Group to
generate cash surplus after payment of dividend
|
Cash flow from operations of the Group divided
by dividend paid within the reporting period
|
1.23x
(HY23: 1.32x)
|
The calculation uses the cash flows from
operations as per "Cash flows of the Group for the period" on page
44 in Half-year Report 2024 and the dividends paid in cash to
shareholders as per the cash flow statement on page 51 in
Half-year Report 2024
|
Ongoing charges
ratio
|
A measure of the annual reduction in shareholder
returns due to operational expenses, based on historical
data
|
The ongoing charges have been calculated, in
accordance with AIC guidance, as annualised ongoing charges (i.e.
excluding acquisition costs and other non-recurring items) divided
by the average published undiluted Net Asset Value in the period.
Total annualised ongoing charges include Investment Manager fees,
legal and professional fees, administration fees and Directors'
fees
|
1.26%
(FY24: 1.24%)
|
Annualised ongoing charges for the period ended
30 September 2024 have been calculated as £9.3 million. The ongoing
charges ratio divides this by the published average Net Asset Value
over the last two quarters to the calculation date (including
30 September 2024)
|
NAV total
return since IPO
|
Measure of financial performance (annualised),
which indicates the movement of the value of the Company since
IPO
|
Closing NAV per ordinary share as at 30
September 2024 plus all dividends since IPO assumed reinvested,
divided by the NAV at IPO, to the power of 1, over the number of
years since IPO
|
7.6%
(HY23: 8.7%)
|
Calculated as the closing NAV per ordinary share
as per the statement of financial position on page 49 in Half-year
Report 2024
|
[ENDS]