TIDMFTSV
FORESIGHT SOLAR & TECHNOLOGY VCT PLC
Ordinary Shares Total Net Assets as at 31 March 2022:
GBP37.1m
Ordinary Shares Net Asset Value per share as at 31 March 2022:
107.3p
Foresight Williams Technology Shares Total Net Assets as at 31
March 2022: GBP16.6m
Foresight Williams Technology Shares Net Asset Value per share
as at 31 March 2022: 97.4p
Ordinary Shares Fund
-- Net Asset Value per Ordinary Share at 31 March 2022 was 107.3p (31 March
2021: 68.9p).
-- At 31 March 2022, the fund held positions in 11 UK solar assets, with a
total installed capacity of 69.7MW.
-- As communicated in December 2021, the Board and the Investment Manager
are in the process of realising the Solar portfolio with the objective to
return value to all Ordinary shareholders.
Foresight Williams Technology Shares Fund
-- During the year, under the Offers for subscription for the Foresight
Williams Technology Shares fund (the "FWT Shares fund"), dated 30
December 2020 and 5 January 2022, GBP6.8m of new funds were raised.
-- During the year, the fund invested in eleven new portfolio companies as
well as executed a follow on investment into one existing portfolio
company.
-- Since the end of the reporting period, a further GBP1.7m has been raised,
bringing the total funds raised to GBP18.8m.
-- Since the end of the reporting period, a further nine investments have
been made, bringing total deployment to GBP13.1m.
Chairman's Statement
On behalf of the Board, I am pleased to present the Annual
Report and Accounts for Foresight Solar & Technology VCT Plc
for the year ended 31 March 2022 and to provide you with an update
on the developments affecting the Company.
As with previous recent publications, my introduction to the
Annual Report and Accounts will be split between the two share
classes, the Ordinary Shares and the FWT Shares, with a general
section for the Company as a whole at the end.
ORDINARY SHARES
Performance and portfolio activity
The Ordinary Shares fund performed strongly during the year
benefitting from robust asset availability, rising power prices
throughout the period, increased short-term forward power prices
and above budget inflation. This resulted in a Net Asset Value
total return increase for the year of 33.4% and earnings per share
of 38.3p, representing excellent financial performance well ahead
of base case.
As pandemic restrictions around the world eased, industrial and
commercial activity ramped up, leading to increased demand for
electricity. Power prices, already at pre-pandemic high levels at
the start of 2021, continued to rise during the year resulting in
record high wholesale energy prices in the UK and western Europe.
This was predominantly driven by the reduced supply of natural gas,
coupled with low reserves, higher pent-up demand and low wind
levels in northern Europe during the summer months.
The Russian invasion of Ukraine in February 2022 further pushed
wholesale energy prices higher resulting in a further increase in
the valuation of the underlying assets.
The Company remained well protected from downside risk in the
electricity markets during the pandemic as it secured a high
proportion of its revenues through advanced fixed price agreements.
The Company actively seeks to maintain an element of its revenues
with exposure to merchant power prices, thereby keeping some
generation unhedged, a decision which proved beneficial given
rising energy prices. The Company further capitalised on the
current power price environment by increasing the level of future
fixed rate power price agreements at prices significantly above
forecasts.
There were no new acquisitions in the UK portfolio during the
year. As reported in the Interim Report to 30 September 2021, the
Board and the Investment Manager commenced the process of realising
the solar assets towards the end of 2021 with the objective to
return value to all Ordinary Shareholders. At the time of writing,
the process remains ongoing with interest from several parties, and
is expected to conclude in the coming months. With the recovery in
long term power prices and the buoyant energy market in general,
the Board is confident this remains an optimal time to conduct such
a process and maximise shareholder value.
As reported in previous reports, following the Company's long
running arbitration case with the Spanish Government with respect
to retrospective changes to feed-in-tariffs on its previously held
Spanish assets and the subsequent award of the claim (equivalent to
GBP2m-GBP2.5m, or 5.8-7.2p per Ordinary Share), the Company
continues to follow up this claim in the courts. As such, the Board
has not assigned any current value to the claim in the net asset
value reported. In the context of the wider portfolio realisation
and resulting return of proceeds to shareholders, in the event that
proceeds are recovered from this claim, the Board are considering
methods to return this to shareholders.
The overall performance of the Ordinary Shares remains robust
and the total return since inception as at 31 March 2022 was 153.3p
per Ordinary Share.
Cash and working capital
The Ordinary Shares had cash and liquid resources of GBP0.1m at
31 March 2022 (excluding cash held in portfolio companies who have
the ability to repay interest and dividends when required).
The Company receives regular interest and loan stock payments
and dividends from its underlying investments enabling it to
continue to fund its dividend policy as well as meeting expenses in
the ordinary course of business as they fall due.
Management fees
The annual management fee of the Ordinary Shares fund is
calculated as 1.5% of Net Assets and equated to GBP427,000 during
the year.
In the context of realisations achieved during the fund's life
and the continuing professional management of the portfolio, the
Board believe that the annual management fee represents good value
for investors.
Green Economy Mark
The Board is pleased that the Company continues to be classified
as a Green Economy Issuer by the London Stock Exchange ("LSE").
This is an initiative launched by the LSE supporting sustainable
finance on its markets. The Green Economy Mark recognises listed
companies with 50% or more of revenues from environmental
solutions.
FWT SHARES
The Foresight Williams Technology VCT share class (the "FWT
Shares") was launched in December 2019, and represents an exciting
investment opportunity made possible by the collaboration between
Foresight Group and Williams Advanced Engineering ('WAE'), a
technology and engineering services business, originally spun out
of the Williams Formula One business.
The share class provides investors with the opportunity to
invest in a portfolio of early-stage companies with high
growth-potential, developing innovative and occasionally
transformational technologies across a range of different sectors.
It builds on the successful relationship that Foresight and WAE
have enjoyed from their launch of the Foresight Williams Technology
EIS Fund (the 'EIS fund') in November 2016, which has raised over
GBP50 million to date and has made over thirty investments across a
range of different sectors so far, and recently completed its first
exit achieving a gross return of over 16x.
Fundraising and share issues
The Offers for subscription, dated 30 December 2020 and
relaunched on 5 January 2022, are each up to GBP20 million (with an
overallotment facility for up to an additional GBP10 million)
through the issue of FWT Shares. During the year, across both
Offers, 7.0 million FWT Shares were allotted, raising a further
GBP6.8m, bringing the total funds raised to over GBP17m.
Post year end, a further 1.7 million FWT Shares were allotted,
increasing the total funds raised to GBP18.8m.
Portfolio and deal activity
The FWT Shares fund had a busy year deploying the funds raised,
completing eleven new investments and one follow-on investment
costing GBP6.3m and GBP0.8m respectively.
Post year end, the FWT Shares made investments in seven new
companies and two follow on investments, bringing total deployment
to GBP13.1m. Further details of these deals are included in the
Investment Manager's review.
The Board and the Investment Manager are confident that a number
of new and follow-on investments can be achieved this year,
particularly with the investment activity noted above. Details of
each of these new and existing portfolio companies can be found in
the Investment Manager's Review. The Investment Manager continues
to see a strong pipeline of potential investments sourced through
its regional networks and well developed relationships with
advisers and the SME community; however, it is also focused on
supporting the existing portfolio through the pandemic. Following
the fundraising over the last couple of years as well as the
fundraising for the ongoing January 2022 offer, the Company is in a
position to fully support the portfolio, where appropriate, and
exploit potential attractive investment opportunities.
Management fees
The annual management fee of the FWT Shares fund is calculated
as 2.0% of Net Assets and equated to GBP265,000 during the
year.
COMPANY
Annual General Meeting
The Company's Annual General Meeting will take place on 27
September 2022 at 12.30pm and we look forward to meeting as many of
you as possible in person, providing rules permit. Please refer to
the formal notice on pages 92 to 95 of the Annual Report and
Accounts for further details. We would encourage those of you who
are unable to attend to submit your votes by proxy ahead of the
deadline of 1.00pm on 23 September 2022 and to forward any
questions by email to InvestorRelations@foresightgroup.eu in
advance of the meeting.
Outlook
The Board continue to monitor the events unfolding in Ukraine
and the impact on the Ordinary Shares portfolio while continuing to
optimise the assets ahead of the proposed realisation and return of
funds to Ordinary Shareholders.
The Company will also continue to raise new funds in the FWT
Shares fund and seek appropriate qualifying investments for this
share class.
Ernie Richardson
Chairman
17 August 2022
Investment Manager's Review -- Ordinary Shares
Portfolio Summary and Performance
Over the past year, the Investment Manager has focused on
delivering positive operational performance from the assets within
the portfolio while preparing the portfolio for sale. The portfolio
performed well with production above budget aided by high levels of
solar irradiation which was 4.1% above forecast for the year.
The assets in the portfolio achieved a strong performance during
the year despite short production outages occurring at several
sites due to grid outages which particularly affected the largest
site in the portfolio, Turweston.
Unavailability due to technical issues related to the parks
themselves were few as expected in such a mature portfolio. Further
details on performance of the individual assets are included on
pages 12 to 17. The operation of the assets throughout the year
continued to be largely unaffected by issues arising from the
COVID-19 pandemic.
There were no acquisitions or disposals of sites during the
year.
Market Update
Power Prices
The rebound in economic activity early in the year saw power
prices return to pre-pandemic levels through spring and summer
2021. Global gas prices continued to rise throughout autumn causing
power prices to rise across much of the world. In the UK, this
coincided with an unusually large amount of generating capacity
offline after summer and the lowest wind resource seen for many
years throughout winter. The combined effect of these factors saw
record power prices in the UK during the second half of the year --
price levels that have only slightly ebbed at the time of writing
due to continued tightness in gas supply exacerbated by the war in
Ukraine.
Inflation
Aside from power prices, general measures of inflation rose to
levels not seen for decades. One such measure, the Retail Price
Index ("RPI"), is used to escalate the base price for ROCs, the
green certificates that the projects in this portfolio benefit
from. This inflation, and expectations of it continuing for at
least a short period, have had a positive effect on the valuation
of the portfolio's assets.
Green Investment
Governments in the UK and across Europe continue to remain
supportive of the renewables sector, such support growing in the
wake of the pandemic and moreso following the commencement of the
war in Ukraine. While this fund cannot invest further into new
solar parks, such strong messaging from governments does appear to
steer more capital towards investing in renewables and hence be
supportive of valuations for existing asset portfolios.
Revenues
Revenues within the portfolio exceeded forecast by 40% during
the year. This was primarily driven by high power prices on top of
strong operating performance. The fund had a portion of power
prices fixed for the year with some exposure left to market power
prices.
Approximately half of revenue from the portfolio's investments
came from subsidies (predominantly under the ROC scheme) and other
green benefits. These revenues are directly and explicitly linked
to inflation for 20 years from the accreditation date under the ROC
regime and subject to RPI inflationary increases applied by Ofgem
in April of each year. Thus the extraordinary increases in RPI
during the year did not affect the ROC revenues achieved in the
year but have increased the ROC price currently being received and
that which will be applicable for the remainder of the life of the
ROC regime.
The average power price achieved during the year was GBP96.84
per MWh, representing the highest power prices ever seen in the UK.
The average monthly price peaked in March 2022 at GBP156.93 per
MWh.
There remains volatility and uncertainty about market factors
affecting power prices in the short to medium term. The Investment
Manager continues to monitor these to seek the best opportunities
to enter into short term price fixing arrangements when they arise.
A majority of the portfolio's power output is contracted at fixed
power prices for the year ahead at levels more than double those of
previous years. A combination of these prices and the high level of
RPI ensured substantially higher than forecast revenues for the
year ahead.
Valuation
Market valuations for solar parks are typically based on
assessments of future cashflow generation over the life of the
projects. Rising inflation and rising power price forecasts have
been very supportive of higher market valuations for the fund's
assets. Increased investor appetite for the assets has also had a
positive impact on valuations. These factors as well as strong
operating performance and cash generation have led to rising
valuations for the Ordinary Shares fund overall.
Portfolio Sale
In keeping with the intentions set out over the two years since
the last tender offer, the portfolio is being prepared for sale.
Given the strong growth in asset value, the Board and the
Investment Manager considers that 2022 remains an optimum time to
pursue a sale of this mature portfolio. A sale process was
commenced earlier this year and is ongoing with interest from
several parties. It is anticipated that a sale will be concluded by
September 2022 and the proceeds returned to investors shortly
thereafter.
Sustainable Investing
Sustainability lies at the heart of the Manager's approach, and
the Manager believes that investing responsibly, seeking to make a
positive social and environmental impact, is critical to its
long-term success. These factors have been integrated into its
investment and asset management processes. Foresight continues to
refine its evaluation of the sustainability considerations of all
of its investments so as to demonstrate more comprehensively the
environmental benefits and social contribution of all assets
managed by Foresight, including this solar portfolio.
Land Management
Compliance audits have been carried out on all UK sites held by
portfolio companies, confirming that they are in line with
government permits and conditions. Foresight Group remains a
working partner of the Solar Trade Association's Large Scale Asset
Management Working Group. Foresight is a signatory to the Solar
Farm Land Management Charter and seeks to ensure that the solar
farms operated by all of our portfolio companies are managed in a
manner that maximises the agricultural, landscaping, biodiversity
and wildlife potential, which can also contribute to lowering
maintenance costs and enhancing security. As such, Foresight Group
regularly inspects sites and advises portfolio companies to develop
site specific land management and biodiversity enhancement plans to
secure long term gains for wildlife and ensure that the land and
environment are maintained to a high standard. This includes:
--
-- Management of grassland areas within the security fencing to
promote wildflower meadows and sustainable sheep grazing
-- Planting and management of hedgerows and associated hedge banks
-- Management of field boundaries between security fencing and
hedgerows
-- Sustainable land drainage and pond restoration
-- Installation of insect hotels and reptile hibernacula
-- Installation of boxes for bats, owls and kestrels
-- Installation of beehives by local beekeepers.
Most solar parks are designed to enable sheep grazing and the
remaining plants are investigated for alterations to ensure that
the farmland on which the solar assets are located can remain
useful in agricultural production, which is a frequent desire of
local communities.
Examples of sustainable land management activities across the
portfolio include:
--
-- Free-range chickens grazing at the New Kaine site
-- The grounds of Turweston continue to be managed as wildflower
meadow
-- Beehives are on site at Turweston
-- Bird and bat boxes have been installed at Basin Bridge
-- At Turweston additional gates with sufficient gaps at the lower
edge were installed to allow for safe wildlife passage across the
site
-- Trees and hedgerows have been planted, and hedge infill work
undertaken at Dove View and Hurcott.
Social and Community Engagement
Foresight Group actively seeks to engage with the local
communities around the solar assets operated by our portfolio
companies and regularly attends parish meetings to encourage
community engagement and promote the benefits of their solar
assets.
Health and Safety
Health and safety audits have been carried out at all assets
during the period and there have been no reportable or material
health and safety incidents. Safety, Health, Environment and
Quality ("SHEQ") performance and risk management are a top priority
at all levels for Foresight Group. To further improve the
management of SHEQ risks, reinforce best practice and ensure
non-compliance with regulations is avoided, Foresight Group
continues to work with independent health and safety consultants
who regularly visit the assets operated by our portfolio companies
to ensure they not only meet, but exceed, industry and legal
standards. The consultants have confirmed that all sites are
compliant with applicable regulations.
Outlook
It has been another positive year for the Ordinary Shares fund
with strong performance from the assets and, combined with
supportive external factors, this has led to rising valuations for
the portfolio. The outlook continues to be cautiously optimistic
that recent valuation increases can be maintained. Power prices
remain at elevated levels and the macro drivers to this do not
appear to be dissipating at the time of writing. With interest
rates rising there is a likelihood of declining economic growth and
for inflation to return to more usual levels. Our valuations assume
that inflation is swiftly brought under control and that power
prices remain high in the near term. On balance however, given the
tenure of this fund, it remains appropriate to pursue a sales
process. In the meantime, the Company will continue to focus on
delivering strong operational performance across the portfolio.
Foresight Group LLP
Investment Manager
17 August 2022
Investment Manager's Review -- Foresight Williams Technology
Shares
Summary
Between its launch on 20 December 2019 and the end of the
reporting period, the FWT Shares fund has raised GBP17.1 million.
The Offer provides investors with the opportunity to invest in a
portfolio of early-stage companies with high growth-potential,
developing innovative and occasionally transformational
technologies across a range of different sectors. As at 31 March
2022, the FWT fund had made 15 investments totalling GBP8.6
million:
Kognitiv Spark: a software company that provides 3D data to
support field service workers in remote locations.
Additive Manufacturing Technologies (AMT): a manufacturer of
systems that automate the postprocessing of 3D printed parts e.g.
unpacking, surface smoothing, sealing and colouring.
VividQ: a technology company enabling the next generation of
holographic displays.
Zero Point Motion: a developer of a chip-scale unit for
ultraprecise motion-tracking and indoor navigation.
Refeyn: a University of Oxford spin-out developing a new
generation of biomolecule analysis instrumentation based on
weighing molecules using light, known as mass photometry.
Previsico: a University of Loughborough spin-out providing a
market-leading flood forecasting and warning software platform.
Rovco: a sub-sea computer vision and robotics technology company
focused on marine surveys in offshore wind and oil field
decommissioning.
dRISK: an AI company accelerating the training of autonomous
vehicles on how to avoid unexpected, real-world "edge case" or
hazardous scenarios.
Cambridge GaN Devices: a developer of a new generation of
gallium nitride semiconductor power devices.
Audioscenic: a University of Southampton spin-out applying
computer vision software to create 3D immersive audio experiences
initially in consumer soundbars.
Insphere: a provider of in-process measurement systems that
speed up the calibration and enhance the accuracy of automated
production lines.
Oxford Space Systems: a satellite component company developing
stowable and deployable booms and antennas.
Forefront RF: a manufacturer of next generation RF modules,
small electrical devices that transmit and/ or receive radio
signals between devices, reducing component size, cost and supply
chain waste, and enabling geographically agnostic smartphones.
Machine Discovery: a University of Oxford spin-out developing
machine learning technology that simplifies, automates and
accelerates highly complex computer simulations.
Vector Photonics: a University of Glasgow spin-out
commercialising the next generation of semiconductor laser
devices.
Post year end acquisitions
Subsequent to the year end, the FWT fund has made seven new
investments described further below, and two follow on investments
into Cambridge GaN Devices Limited and Forefront RF Limited. This
brings total deployment to GBP13.1m.
Nebuflow
Nebuflow is developing surface acoustic wave nebulisers to
enable the delivery of next-generation respiratory pharmaceuticals
and improve the efficiency of well-established treatments.
Nebulisers are used by patients with Cystic Fibrosis and Chronic
Obstructive Pulmonary Disorder as they can deliver drugs directly
into the patients' lungs. However, commercially available
nebulisers are inefficient, bulky and unsuitable for use with the
next generation of pharmaceuticals, which are already reaching
clinics. Nebuflow's patented technology overcomes these issues
providing a tightly controlled distribution of droplet sizes using
a technique compatible with new pharmaceuticals based around RNA
and antibodies, known as biologics. The nebuliser device housing is
a critical element to be developed and WAE has expertise in
computational fluid dynamic simulations, a skillset which will be
required to optimise the housing design.
Salvalco
Salvalco develops innovative valve systems, called Eco- Valve,
based on prior research by the Spray Research Group at Salford
University. The Eco-Valve technology allows eco-friendly inert
gases such as nitrogen or simple fresh air to be used as
propellants in aerosol sprays, thus enabling a more sustainable and
safer alternative to conventional aerosol propellants.
Salvalco has subsequently developed a family of valves using
this technology to pressurise the can without compromising user
experience. The company has secured a significant investment from
Beiersdorf, a leading provider of skincare products, including
brands such as NIVEA, Eucerin and La Prairie and launched a new and
eco-friendly NIVEA deodorant.
Opsydia
Opsydia has developed a laser-based technology that rapidly and
accurately performs sub-surface marking of diamonds and other
gemstones. As with many raw materials markets, the global gemstone
market is under increasing pressure to provide greater transparency
and full traceability. Opsydia's sub-surface inscription marks
cannot be tampered with or removed without destroying the value of
the stone, providing diamond producers with a robust and immutable
method of connecting a physical stone with its certificate of
origin, and offering high-end brands the means to differentiate
their products. Opsydia's core technology, licensed from the
University of Oxford, uses an optical system to pre-correct for the
expected aberration of the laser that occurs when it passes through
the surface of the diamond. The technology has now been
commercialised and the company already sells the marking systems to
several international diamond producers.
Open Bionics
Open Bionics is a designer and manufacturer of the world's first
clinically approved 3D-printed bionic limbs with multi-grip
functionality and empowering aesthetics. The company's core product
is the Hero Arm, a life-changing myoelectric prosthesis for
below-elbow amputee adults and children aged eight and above. Open
Bionics' goal is to open the bionics market to a much wider
audience by offering an affordable product made using the unique
approach of 3D printing and digital scanning. The key enabling
technology behind the company's prosthetics is its proprietary
automation software that generates bespoke designs for bionic arm
sockets and frames from a 3D scan of a user's remaining arm. It
also tailors the designs to be 3D-printable, while maintaining
socket comfort and functionality for the user, and allowing for
personalised and aesthetically appealing designs.
Mirico
Mirico is one of the top emerging climate tech companies in the
PwC Future 50 report published earlier in the year. The company
provides ultra-high sensitivity gas detection and quantification
services in the most challenging weather conditions. Mirico's
unique Laser Dispersion Spectroscopy technology for gas analysis is
covered by six patents, five licensed from Rutherford Appleton
Laboratory and one owned by Mirico. By providing reliable
continuous monitoring of greenhouse gas emissions across a range of
industries and applications globally, Mirico addresses the
significant increase in the need for organisations to demonstrate
progress towards net zero goals and accelerate the uptake and
efficiency of climate change monitoring.
Novosound
Novosound is a technology spinout from the University of West of
Scotland that has developed a novel technology for use in
ultrasound sensors. The Company designs and manufactures a
thin-film core material that is flexible, extreme temperature
resistant, lightweight, low profile, compact, and capable of
producing high resolution images. Novosound's ultrasound solutions
are used in a variety of applications in industrial, medical,
dental, and veterinary industry settings.
Living Optics
Living Optics is a University of Oxford spin-out commercialising
next generation hyperspectral imaging technology. The company's
hyperspectral camera system promises to capture higher resolution
images, faster, at lower cost and in a more compact form factor
than incumbent camera systems. The technology is attracting strong
interest from potential customers in defence and industrial
applications and prototypes cameras have been successfully deployed
in paid trials.
Fundraising
The Offer, made possible through an innovative collaboration
between Foresight Group and Williams Advanced Engineering Ltd,
continues to build positive momentum in the market. Since the end
of the year to 31 March 2022, a further GBP1.7 million has been
raised, bringing the total raised to GBP3.5 million in the current
fund raising round and GBP18.8 million overall.
Climate Change Statement
The Investment Manager has a long-term investing vision and its
strategy aligns with the UN's Sustainable Development Goals and the
decarbonisation targets set out in the Paris Agreement of 2015. As
such, taking actions to mitigate the risks posed by climate change,
whilst also investing to generate commercial returns for our
investors, must be done hand in hand. The Manager has been a
signatory to the United Nations-backed Principles for Responsible
Investment ("PRI") since 2013. PRI is a globally recognised
voluntary framework concerned with the incorporation of ESG
considerations into the investment decision-making process. It
provides a basis for potential and existing investors to judge the
quality of a company's ESG processes and positioning within an
industry sector. In 2020, the Manager received an "A+" for Strategy
and Governance, and "A" for Private Equity and Infrastructure
investments.
The Board supports the Manager's views on climate change and ESG
and its vigorous process in the evaluation of an asset's
environmental and social impact during due diligence and
thereafter. For each material risk identified during due diligence,
a mitigation plan is proposed in the investment submission and
these actions form part of each portfolio company's "100-day plan"
post-investment.
From an environmental perspective, analysis relating to the
implementation of good industry practice in limiting and mitigating
the potentially adverse environmental impact of a company's
operations has four principal components:
--
-- Environmental policy and track record
-- Energy and resource usage and environmental impact
-- Environmental impact of products and services
-- Environmental performance improvements
Regular monitoring post-investment ensures that standards are
maintained in respect of ESG issues where there is a change in
either the regulatory or operating environment or the composition
of the management team.
Pipeline
The Investment Manager has a strong pipeline covering new deals
and EIS portfolio follow-ons. At the time of writing, three deals
had passed the Investment Manager's final Investment Committee
stage and were nearing completion. On three further deals, terms
and exclusivity had been agreed and, subject to Investment
Committee approval, were progressing to due diligence.
Foresight Group LLP
Investment Manager
17 August 2022
Unaudited Non-Statutory Analysis of the Share Classes
Income Statement
for the year ended
31 March 2022
Ordinary Shares FWT Shares
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment holding
gains -- 14,323 14,323 -- 643 643
Realised losses on
investments -- (1,121) (1,121) -- -- --
Income 901 -- 901 1 -- 1
Investment management
fees (107) (320) (427) (66) (199) (265)
Other expenses (332) -- (332) (129) -- (129)
Profit/(loss) before
taxation 462 12,882 13,344 (194) 444 250
Taxation -- -- -- -- -- --
Profit/(loss) after
taxation 462 12,882 13,344 (194) 444 250
Profit/(loss) per share 1.3p 37.0p 38.3p (1.4)p 3.2p 1.8p
Balance Sheet
at 31 March 2022
Ordinary
Shares FWT Shares
GBP'000 GBP'000
Fixed assets
Investments held at fair value
through profit or loss 37,035 9,196
Current assets
Debtors 355 300
Money market securities and other
deposits
Cash and cash equivalents 60 7,154
415 7,454
Creditors
Amounts falling due within one
year (339) (28)
Net current assets 76 7,426
Net assets 37,111 16,622
------------------------------------- -------- ----------
Capital and reserves:
Called-up share capital 346 171
Share premium -- 13,998
Capital redemption reserve 208 --
Distributable reserve 36,046 2,066
Capital reserve (13,951) (256)
Revaluation reserve 14,462 643
Equity shareholders' funds 37,111 16,622
------------------------------------- -------- ----------
Net asset value per share 107.3p 97.4p
At 31 March 2022 there was an inter-share debtor/creditor of
GBP213,000 which has been eliminated on aggregation.
Unaudited Non-Statutory Analysis of the Share Classes
Reconciliations of Movements in Shareholders' Funds
for the year ended 31 March 2022
Share Capital
Called-up premium redemption Distributable Capital Revaluation
Ordinary Shares share capital account reserve reserve reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 April 2021 351 -- 203 35,995 (12,510) 139 24,178
Expenses in relation
to prior year share
issues -- -- -- (7) -- -- (7)
Repurchase of shares (5) -- 5 (404) -- -- (404)
Realised losses on
disposal of investments -- -- -- -- (1,121) -- (1,121)
Investment holding
gains -- -- -- -- -- 14,323 14,323
Management fees charged
to capital -- -- -- -- (320) -- (320)
Revenue profit for
the year -- -- -- 462 -- -- 462
As at 31 March 2022 346 -- 208 36,046 (13,951) 14,462 37,111
------------------------- -------------- -------- ----------- ------------- -------- ----------- -------
Share Capital
Called-up premium redemption Distributable Capital Revaluation
FWT Shares share capital account reserve reserve reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 April 2021 100 7,515 -- 2,260 (57) -- 9,818
Share issues in the
year 71 6,682 -- -- -- -- 6,753
Expenses in relation
to share issues -- (194) -- -- -- -- (194)
Expenses in relation
to prior year share
issues -- (5) -- -- -- -- (5)
Investment holding
gains -- -- -- -- -- 643 643
Management fees charged
to capital -- -- -- -- (199) -- (199)
Revenue loss for
the year -- -- -- (194) -- -- (194)
As at 31 March 2022 171 13,998 -- 2,066 (256) 643 16,622
------------------------- -------------- -------- ----------- ------------- -------- ----------- -------
Income Statement for the year ended 31 March 2022
Year ended 31 March Year ended 31 March
2022 2021
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment holding
gains/(losses) -- 14,966 14,966 -- (17,500) (17,500)
Realised losses on
investments -- (1,121) (1,121) -- -- --
Income 902 -- 902 17,667 -- 17,667
Investment management
fees (173) (519) (692) (114) (340) (454)
Interest payable -- -- -- (71) -- (71)
Other expenses (461) -- (461) (478) -- (478)
Profit/(loss) before
taxation 268 13,326 13,594 17,004 (17,840) (836)
Taxation -- -- -- -- -- --
Profit/(loss) after
taxation 268 13,326 13,594 17,004 (17,840) (836)
Profit/(loss) per
share:
Ordinary Share 1.3p 37.0p 38.3p 48.4p (50.2)p (1.8)p
FWT Share (1.4)p 3.2p 1.8p (3.5)p (1.5)p (5.0)p
The total column of this statement is the profit and loss
account of the Company and the revenue and capital columns
represent supplementary information.
All revenue and capital items in the above Income Statement are
derived from continuing operations. No operations were
acquired or discontinued in the year.
The Company has no recognised gains or losses other than those
shown above, therefore no separate statement of
comprehensive income has been presented.
Reconciliation of Movements in Shareholders' Funds
Share Capital
Year ended 31 March Called-up premium redemption Distributable Capital Revaluation
2022 share capital account reserve reserve* reserve* reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 April 2021 451 7,515 203 38,255 (12,567) 139 33,996
Share issues in the
year 71 6,682 -- -- -- -- 6,753
Repurchase of shares (5) -- 5 (404) -- -- (404)
Expenses in relation
to share issues -- (194) -- -- -- -- (194)
Expenses in relation
to prior year share
issues -- (5) -- (7) -- -- (12)
Realised losses on
disposal of investments -- -- -- -- (1,121) -- (1,121)
Investment holding
gains -- -- -- -- -- 14,966 14,966
Management fees charged
to capital -- -- -- -- (519) -- (519)
Revenue profit for
the year -- -- -- 268 -- -- 268
As at 31 March 2022 517 13,998 208 38,112 (14,207) 15,105 53,733
Share Capital
Year ended 31 March Called-up premium redemption Distributable Capital Revaluation
2021 share capital account reserve reserve* reserve* reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 April 2020 365 8,101 200 12,845 (12,227) 17,639 26,923
Share issues in the
year 89 9,062 -- -- -- -- 9,151
Expenses in relation
to share issues -- (277) -- -- -- -- (277)
Expenses in relation
to prior year share
issues -- (8) -- (5) -- -- (13)
Repurchase of shares (3) -- 3 (243) -- -- (243)
Cancellation of share
premium -- (9,363) -- 9,363 -- -- --
Investment holding
losses -- -- -- -- -- (17,500) (17,500)
Dividends paid -- -- -- (709) -- -- (709)
Management fees charged
to capital -- -- -- -- (340) -- (340)
Revenue profit for
the year -- -- -- 17,004 -- -- 17,004
As at 31 March 2021 451 7,515 203 38,255 (12,567) 139 33,996
------------------------- -------------- -------- ----------- ------------- --------- ----------- --------
* Total distributable reserves at 31 March 2022 were
GBP23,905,000 (2021: GBP25,688,000).
Balance Sheet at 31 March 2022 Registered Number: 07289280
As at 31 As at 31
March 2022 March 2021
GBP'000 GBP'000
Fixed assets
Investments held at fair value
through profit or loss 46,231 25,352
Current assets
Debtors 442 1,057
Cash and cash equivalents 7,214 8,076
7,656 9,133
Creditors
Amounts falling due within one
year (154) (489)
Net current assets 7,502 8,644
Net assets 53,733 33,996
Capital and reserves
Called-up share capital 517 451
Share premium 13,998 7,515
Capital redemption reserve 208 203
Distributable reserve 38,112 38,255
Capital reserve (14,207) (12,567)
Revaluation reserve 15,105 139
Equity shareholders' funds 53,733 33,996
------------------------------- ----------- -----------
Net asset value per share:
Ordinary Share 107.3p 68.9p
FWT Share 97.4p 98.0p
Cash Flow Statement for the year ended 31 March 2022
Year ended 31 Year ended 31
March 2022 March 2021
GBP'000 GBP'000
Cash flow from operating activities
Deposit and similar interest received 1 1
Investment management fees paid (676) (435)
Secretarial fees paid (168) (172)
Other cash (payments)/receipts (230) 43
Net cash outflow from operating activities (1,073) (563)
Cash flow from investing activities
Purchase of investments (6,361) (1,441)
Investments pending completion -- (796)
Net proceeds on sale of investments 110 759
Investment income received 361 406
Net cash outflow from investing activities (5,890) (1,072)
-------------------------------------------- --------------- ---------------
Cash flow from financing activities
Proceeds of fund raising 6,699 9,065
Expenses of fund raising (194) (204)
Repurchase of own shares (404) (243)
Equity dividends paid -- (709)
Net cash inflow from financing activities 6,101 7,909
Net (outflow)/inflow of cash in the year (862) 6,274
Reconciliation of net cash flow to movement
in net funds
(Decrease)/Increase in cash for the year (862) 6,274
Net cash at start of year 8,076 1,802
Net cash at end of year 7,214 8,076
Analysis of changes in net debt
Other non-cash
At 1 April 2021 Cash Flows changes At 31 March 2022
GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash
equivalents
Cash 8,076 (862) -- 7,214
Notes to the Accounts
1. The audited Annual Financial Report has been prepared on the basis of accounting policies set out in the statutory accounts of the Company for the year ended 31 March 2022. All investments held by the Company are classified as 'fair value through the profit and loss'. Unquoted investments have been valued in accordance with IPEVC guidelines, as updated in December 2018 with further COVID-19 guidance issued in March 2020.
2. These are not statutory accounts in accordance with S436 of the Companies Act 2006. The full audited accounts for the year ended 31 March 2022, which were unqualified and did not contain any statements under S498(2) or S498(3) of Companies Act 2006, will be lodged with the Registrar of Companies. Statutory accounts for the year ended 31 March 2022 including an unqualified audit report and containing no statements under the Companies Act 2006 will be delivered to the Registrar of Companies in due course.
3. Copies of the Annual Report will be sent to shareholders and will be available for inspection at the Registered Office of the Company at The Shard, 32 London Bridge Street, London, SE1 9SG and can be accessed on the following website: https://www.globenewswire.com/Tracker?data=mo7udjupCjMsUiBGqyqgvQqepLp4yOhqx7gpRULzmg4gipSIJyH2NcKAP77RLWOh9xPIKmQ4ZXtG0J8VgNQUCLWLZQMYxS9uACLBZWdYzzo= www.foresightgroup.eu
4. Net asset value per share
Net asset value per Ordinary Share is based on net assets at the
year end of GBP37,111,000 (2021: GBP24,178,000) and on 34,593,623
Ordinary Shares (2021: 35,109,032), being the number of Ordinary
Shares in issue at that date.
Net asset value per FWT Share is based on net assets at the year
end of GBP16,622,000 (2021: GBP9,818,000) and on 17,058,716 FWT
Shares (2021: 10,021,408), being the number of FWT Shares in issue
at that date.
5. Return per share
Year ended 31 March Year ended 31 March
2022 2021
Ordinary Ordinary
Shares FWT Shares Shares FWT Shares
GBP'000 GBP'000 GBP'000 GBP'000
Total profit/(loss) after taxation 13,344 250 (645) (191)
Total profit/(loss) per share
(note a) 38.3p 1.8p (1.8)p (5.0)p
Revenue profit/(loss) from ordinary
activities after taxation 462 (194) 17,139 (135)
Revenue profit/(loss) per share
(note b) 1.3p (1.4)p 48.4p (3.5)p
Capital gain/(loss) from ordinary
activities after taxation 12,882 444 (17,784) (56)
Capital gain/(loss) per share
(note c) 37.0p 3.2p (50.2)p (1.5)p
Weighted average number of shares
in issue during the year 34,850,621 13,566,526 35,414,680 3,831,368
Notes:
a) Total profit/(loss) per share is total profit/(loss) after
taxation divided by the weighted average number of shares in issue
during the year.
b) Revenue profit/(loss) per share is revenue profit/(loss)
after taxation divided by the weighted average number of shares in
issue during the year.
c) Capital gain/(loss) per share is capital gain/(loss) after
taxation divided by the weighted average number of shares in issue
during the year.
6. The Annual General Meeting will be held at 12.30pm on 27 September 2022 at the offices of Foresight Group, The Shard, 32 London Bridge Street, London, SE1 9SG. Please refer to the formal notice on page 92 of the Annual Report and Accounts for further details in relation to this year's meeting.
7. Income
Year ended Year ended
31 March 31 March
2022 2021
GBP'000 GBP'000
Dividends received 484 233
Loan stock interest 417 442
Bank interest 1 1
Release of loans payable* -- 16,991
902 17,667
-------------------------- ---------- ----------
*Release of loans payable in the prior year relates to the
release of the Company's loan liability from its wholly owned
subsidiary, Youtan Limited and associated accrued interest. The
release had an equal and opposite effect on the carrying value of
Investments, resulting in a nil impact for the NAV of the
Company.
8. Investments held at fair value through profit or loss
Ordinary FWT
Shares Fund Shares Fund Company
GBP'000 GBP'000 GBP'000
Book cost at 1 April 2021 23,772 1,441 25,213
Investment holding gains 139 -- 139
Valuation at 1 April 2021 23,911 1,441 25,352
Movements in the year:
Purchases at cost* 45 7,112 7,157
Disposal proceeds (123) -- (123)
Realised losses (1,121) -- (1,121)
Investment holding gains 14,323 643 14,966
Valuation at 31 March 2022 37,035 9,196 46,231
--------------------------- ------------ ------------ --------
Book cost at 31 March 2022 22,573 8,553 31,126
Investment holding gains 14,462 643 15,105
Valuation at 31 March 2022 37,035 9,196 46,231
*Purchases at cost for the Ordinary Shares represents costs
incurred in relation to the ongoing disposal of the Ordinary Shares
portfolio.
9. Transactions with the Investment Manager
Foresight Group LLP was appointed as Investment Manager in
January 2020 and earned fees of GBP692,000 in the year ended 31
March 2022 (2021: GBP454,000). No performance fee was paid or
accrued for the year (2021: nil).
Foresight Group LLP is the Company Secretary (appointed in
November 2017) and received accounting and company secretarial
services fees of GBP169,000 (2021: GBP169,000), during the
year.
At the balance sheet date there was GBP49,000 (2021: GBP30,000)
due from Foresight Group LLP. No amounts have been written off in
the year in respect of debts due to or from the Investment
Manager.
END
(END) Dow Jones Newswires
August 17, 2022 11:08 ET (15:08 GMT)
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