GCP Infrastructure Investments
Limited
("GCP Infra" or the "Company")
LEI
213800W64MNATSIV5Z47
Half-yearly
report and financial statements for the period ended 31 March
2024
The Directors of the Company are pleased to
announce the Company's half-yearly results for the period ended 31
March 2024. The half-yearly report and financial statements can be
accessed via the Company's website at www.gcpinfra.com
About the Company
The Company seeks to provide shareholders with
regular, sustained, long-term dividend income whilst preserving the
capital value of its investments by generating exposure to
infrastructure debt and/or similar assets. It is currently invested
in a diversified, partially inflation-protected portfolio of
investments, primarily in the renewable energy, social housing and
PPP/PFI sectors.
The Company is a FTSE 250, closed-ended
investment company incorporated in Jersey. It was admitted to the
Official List and to trading on the London Stock Exchange's Main
Market in July 2010. It had a market capitalisation of £627.4
million at 31 March 2024.
At a
glance
|
HY22
|
HY23
|
HY24
|
Net assets £m
|
996.3
|
991.9
|
933.9
|
Profit for the period £m
|
108.9
|
25.8
|
9.9
|
Dividends for the period p
|
3.5
|
3.5
|
3.5
|
Aggregate downward revaluations since IPO¹
(annualised) %
|
0.24
|
0.31
|
0.38
|
Share price p
|
110.40
|
85.20
|
72.30
|
NAV per share p
|
112.75
|
112.24
|
107.62
|
Highlights for the period
·
Dividends of 3.5 pence per share paid for the six month
period to 31 March 2024 (31 March 2023: 3.5 pence per share),
in line with the target2 of 7.0 pence set for the
financial year.
·
Total shareholder return1 for the period of 12.5%
(31 March 2023: -9.7%) and total shareholder return since
IPO1 of 76.7%. Total NAV return1 for the
period of 1.2% (31 March 2023: 2.7%) and total NAV return since
IPO1 of 172.8%.
·
Profit for the period of £9.9 million (31 March 2023: £25.8
million). The decrease reflects the impact of lower electricity
prices and increases to discount rates applied by the independent
Valuation Agent. For further information refer to the financial
review below.
·
No new loans advanced during the period, with advances to
existing borrowers totalling £12.3 million in line with contractual
obligations. For further information refer below.
·
Loan repayments of £19.5 million from renewables and PPP/PFI
projects in line with contractual obligations.
·
Company NAV per ordinary share at 31 March 2024 of 107.62
pence (31 March 2023: 112.24 pence).
·
Third party independent valuation of the Company's partially
inflation‑protected investment
portfolio at 31 March 2024 of £1.0 billion (31 March 2023: £1.1
billion). The principal value at 31 March 2024 was £1.0
billion.
·
Post period end, the Company disposed of its interest in loan
notes secured against Blackcraig Wind Farm, a 52.9MW onshore wind
farm located outside Dumfries and Galloway in Scotland, at a 6.4%
premium to its valuation at 31 March 2024.
·
Post period end, the Company made further advances of £0.2
million and received repayments of £28.8 million.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
2. The dividend target is a target only and not
a profit forecast or estimate and there can be no assurance that it
will be met.
Andrew Didham, Chairman of GCP
Infra, commented:
The Company generated total income of £19.9
million (31 March 2023: £35.6 million) and profit for the period of
£9.9 million (31 March 2023: £25.8 million). The Company declared
and paid dividends of £30.4 million (31 March 2023: £31.0 million)
in line with the dividend target1 set out for the year
ending 30 September 2024 of 7.0 pence per share.
The Board's focus during the period has been on
the execution of the capital allocation policy adopted in the
Company's 2023 annual report, prioritising a material reduction in
leverage, reducing equity-like exposure and exposures to certain
sectors, and facilitating the return of capital to shareholders.
Since the annual report and to date, leverage has reduced by £36.0
million and the Company has reduced its exposure to equity-like
interests in the onshore wind sector, demonstrating strong progress
against the key objectives of the capital allocation policy. At the
date of the report the balance of the RCF was £68.0 million
reflecting an LTV of 7.3%.
As the Board executes its capital allocation
policy, it believes the Company is well placed to continue
delivering value for shareholders. The Company generated total
shareholder return2 for the period of 12.5% (31 March
2023: -9.7%) and total shareholder return since IPO2 of
76.7%. Total NAV return2 for the period of 1.2% (31
March 2023: 2.7%) and total NAV return since IPO2 of
172.8%.
It is the Board's intention that the capital
allocation policy remains in place for the remainder of 2024. The
Investment Adviser is in advanced discussions for the disposal of
over £150 million of investments and anticipates these transactions
will be finalised during 2024.
I would like to thank shareholders for their
continued support.
1. The dividend target is a target only and not
a profit forecast or estimate and there can be no assurance that it
will be met.
2. APM - for definition and calculation
methodology, refer to the APMs section below.
Investment objectives and KPIs
The Company primarily invests in UK
infrastructure debt and/or similar assets to meet the following key
objectives:
Dividend
income
|
Diversification
|
Capital
preservation
|
To provide shareholders with regular, sustained,
long‑term
dividends.
|
To invest in a diversified portfolio of debt
and/or similar assets secured against UK infrastructure
projects.
|
To preserve the capital value of its investments
over the long term.
|
|
|
|
Key performance
indicators
|
|
|
The Company has set a dividend
target1 of 7.0 pence per share for the financial year
ending 30 September 2024.
|
The investment portfolio is exposed to
a
wide variety of assets in terms of
project
type and source of underlying cash
flow.
|
The Company has generated total NAV return⁵ for
the period of 1.2% and 172.8% since the Company's IPO in
20106.
|
3.5p
Dividends paid for the six month period ended
31 March 2024
|
51
Number of investments at 31 March
2024
|
107.62p
NAV per share at 31 March 2024
|
£9.9m
Profit for the six month period ended 31 March
2024
|
11.8%3
Size of largest investment as
a percentage
of total assets
|
0.38%
Aggregate downward revaluations since IPO
(annualised)5
|
|
|
|
ESG
indicators
|
|
|
63%
Portfolio by value contributing
to the green economy2
|
37%
Portfolio by value that benefits end users
within society4
|
50%
Board gender and ethnic
diversity7
|
Further information on Company performance can
be found in the financial review below.
1. The dividend target is a target only and not
a profit forecast or estimate and there can be no assurance that it
will be met.
2. The Company has been awarded the LSE Green
Economy Mark which recognises London-listed companies generating
more than half their revenues from green environmental products and
services.
3. The Cardale PFI loan is secured on a
cross-collateralised basis against 18 separate operational PFI
projects, with no exposure to any individual project being in
excess of 10% of the total portfolio (calculated by reference to
the percentage of total assets).
4. The Company's portfolio is 23% invested in
PPP/PFI projects in the healthcare, education, waste, housing,
energy efficiency and justice sectors and 11% in the supported
living sectors which are measured in alignment with the UN SDGs,
and 3% of the portfolio is invested in PPP/PFI leisure
projects.
5. APM - for definition and calculation
methodology, refer to the APMs section below.
6. At the period end, the Company's shares were
trading at a discount5 to NAV of 32.8%.
7. The Board is composed of six Directors,
including one Director from a minority ethnic group and two female
Directors.
Portfolio at a glance
The Company's portfolio comprises underlying
assets located across the UK which fall under the following
classifications:
Sector
|
Number of assets
within sector
|
Percentage of
portfolio
|
Geothermal
|
1 project
|
1%
|
Solar
|
53,179
installations
|
25%
|
PPP/PFI
|
134 assets
|
26%
|
Supported living
|
905 units
|
11%
|
Hydro
|
14 schemes
|
2%
|
Gas peaking
|
2 plants
|
1%
|
Biomass
|
761 sites
|
9%
|
Electric vehicles
|
250
vehicles
|
1%
|
Wind
|
11 sites
|
15%
|
Anaerobic digestion
|
22 plants
|
9%
|
Senior ranking security
51%
Weighted average annualised
yield1
7.8%
Average life
10
years
Partially inflation protected
46%
Principal value of portfolio
£1.0bn
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Chairman's interim statement
I am pleased to present the half-yearly report
for the Company for the period ended 31 March 2024.
Andrew
Didham
Chairman
Introduction
In September 2023, the Company's share price
began trading at an average discount¹ to NAV, after eleven years
where the shares traded at an average premium¹ to NAV. This was
primarily a response to high levels of economic uncertainty in the
UK, with increased interest rates, higher inflation and
geopolitical uncertainty impacting the share price.
This issue is not individual to the Company;
other investment companies focused on the provision of income from
infrastructure and renewable energy generation have faced similar
share price pressure. The Board and the Investment Adviser believe
that macro‑economic challenges
are beginning to abate and the current share price does not reflect
the performance or value of the returns generated by assets in the
Company's portfolio. Despite the upcoming general election,
regulatory risk remains relatively low, as all parties are
committed to the further adoption of renewable energy
generation.
Share price
performance
The Board continues to closely monitor the
Company's share price and NAV, and actively engages with
shareholders and potential investors to reiterate its confidence in
portfolio performance. At 31 March 2024, the share price was 72.30
pence, representing a 6.8% increase in share price from the
financial year end. Total shareholder return1 for the
period was 12.5% and total shareholder return since IPO1
in 2010 was 76.7%.
The Company's shares have traded at an average
discount1 to NAV of 37.1% during the period. At 31 March
2024, the share price was 72.30 pence, representing a
discount1 to NAV of 32.8%. On 19 June 2024, this had
tightened to 28.0%.
The Board and the Investment Adviser are focused
on capital allocation in order to demonstrate NAV is the most
appropriate valuation for shares. The NAV at 31 March 2024 was
107.62 pence per share. The Company has generated a NAV total
return1 for the period of 1.2% and total NAV return
since IPO1 of 172.8%.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Capital
allocation
The Board adopted a disciplined capital
allocation policy in the Company's 2023 annual report. The policy
confirmed its intentions to prioritise a material reduction in
leverage, improve the risk adjusted return of the existing
portfolio (by reducing equity-like exposure and exposures to
certain sectors) and facilitate the return of at least £50.0
million of capital before the end of calendar year 2024, whilst
maintaining the dividend target.
The Board's focus has been on the execution of
this policy during the first half of the financial year, and it is
the Board's intention that the policy remains in place for the
remainder of 2024.
The Investment Adviser's focus has therefore
been on refinancing loans and disposing of investments where
appropriate to deliver the following outcomes:
·
cycle out of certain sectors;
·
reduce exposure to merchant electricity prices;
and
·
re-focus the portfolio on debt.
By refinancing the portfolio and making targeted
disposals (such as disposing of the Company's interest in
Blackcraig Wind Farm post period end, refer below for further
information), the Company is seeking to release £150.0 million
(c.15% of the portfolio) before the end of the calendar year
2024.
The capital allocation policy has no impact on
target asset allocation. The assets will continue to be managed as
a portfolio.
Financing
The Company's £190.0 million RCF expired in
March 2024 and was replaced with a new £150.0 million facility with
AIB (UK) Plc, Lloyds Bank Plc, Clydesdale Bank Plc (trading as
Virgin Money) and Mizuho Bank Limited.
The new facility has a three year term and was
refinanced on similar terms to the previous RCF, with the most
notable amendment being the introduction of additional flexibility
in utilisations and repayments to allow the Company to enhance its
working capital management. The interest and commitment fees
charged remain unchanged at SONIA plus 2.00% per annum and 0.70%
per annum respectively.
During the period, £10.0 million was repaid in
line with the Directors' stated aim of reducing leverage under the
capital allocation policy. At 31 March 2024, the Company had £96.0
million drawn under the RCF (30 September 2023: £104.0 million).
Post period end, the Company utilised the proceeds of the sale of
the loan notes secured against Blackcraig Wind Farm to repay the
RCF.
The facility gives the Company access to
flexible debt finance, which allows it to take advantage of
investment opportunities as they arise, and may also be used to
manage the Company's working capital requirements.
Further information on the Company's financing
activity is provided below.
Financial
update
The Company generated total income of £19.9
million (31 March 2023: £35.6 million) and profit for the period of
£9.9 million (31 March 2023: £25.8 million). The Company declared
and paid dividends of £30.4 million (31 March 2023: £31.0 million)
in line with the dividend target1 set out for the year
ending 30 September 2024 of 7.0 pence per share. Further
information is given below.
The net assets of the Company decreased from
£956.6 million (109.79 pence per share) at 30 September 2023 to
£933.9 million (107.62 pence per share) at 31 March 2024,
reflecting repayments received and changes in the valuation of the
portfolio during the period. Further information on valuation
movements is given below.
Cash and cash equivalents increased from £16.9
million at 30 September 2023 to £17.7 million at 31 March
2024.
1. The dividend target is a target only and not
a profit forecast or estimate and there can be no assurance that it
will be met.
Dividends
The Company aims to provide shareholders with
regular, sustained, long-term dividends. For the period to 31 March
2024, the Company paid dividends of 3.5 pence per share.
The Board and Investment Adviser do not believe
there have been any material changes in the Company's ability to
service sustained, long‑term
dividends since the assessment carried out in 2021 which
established a dividend target1 of 7.0 pence per share
per annum.
The Company continues to assess dividend
coverage by using several metrics, most notably, 'loan interest
accrued'2, which considers interest accruing to the
benefit of the Company during the relevant period. In the period to
31 March 2024, dividend cover using this metric, i.e. adjusted
earnings cover2 was 1.0 times. Earnings cover under IFRS
was 0.3 times.
Whilst the Company's primary focus is on the
reallocation of capital, reducing leverage and rebalancing the
portfolio will further support the Company's dividend
target.
Investment and
disposals
Consistent with the capital allocation policy,
the Company made no new investments during the period to 31 March
2024. The Company advanced £12.3 million to existing borrowers in
line with contractual agreements, all of which were non-cash
transactions.
In April 2024, the Company disposed of its
interest in loan notes secured against Blackcraig Wind Farm, a
52.9MW onshore wind farm located outside Dumfries and Galloway in
Scotland, at a 6.4% premium to its valuation at 31 March 2024. The
Company originally acquired the senior secured loan notes in 2017
from the UK Green Investment Bank. As an alternative to receiving
repayment in full on the senior loan notes, the Company rolled over
its senior secured loan notes into an equity-like interest in the
project in July 2018. The disposal generated net cash proceeds of
£31.0 million which included principal and interest and were used
to reduce the drawn balance on the Company's RCF post period
end.
At the date of the report, the Company's net
debt position is c.£55.9 million. Furthermore, the disposal has
reduced the Company's exposure to equity-like interests in the
onshore wind sector, demonstrating strong progress against the key
objectives of the capital allocation policy.
The Investment Adviser is in advanced
discussions for the disposal of over £150 million of investments in
line with the Board's capital allocation policy and anticipates
these transactions will be finalised by the end of 2024.
Operational
overview
The Company's investment portfolio performed
well during the period. The Company's focus on availability-based
projects has meant the portfolio has continued to generate
predictable revenues despite a volatile economic
backdrop.
Renewable investments have benefitted from
higher electricity prices than when initial investments were made,
which has resulted in increased cash generation from these
projects. However, the unusually high power prices and power price
volatility seen over the last two years has decreased in recent
periods, which has meant lower and more stable future prices have
been projected.
As in prior periods, electricity price hedging
arrangements to partially mitigate NAV volatility and lock in
attractive prices were maintained. These arrangements helped
partially offset the impact of volatile electricity prices on NAV.
The Company, through the Investment Adviser, continues to review
hedging opportunities that mitigate exposure to volatile
electricity prices without taking on additional material credit or
cash flow risks.
1. The dividend target is a target only and not
a profit forecast or estimate and there can be no assurance that it
will be met.
2. APM - for definition and calculation
methodology, refer to the APMs section below.
ESG
Whilst the Company does not have an explicit ESG
objective as part of its investment objective, the Company's
investments deliver products or services that have inherent
environmental and social benefits. For the year ended 30 September
20231, the Company's renewables portfolio exported 1,398
GWh of green energy, which is the equivalent power for 450,889
homes. The remainder of the portfolio provided 1,676 hospital beds,
26,688 school places and 905 supported living units for people with
learning, physical or mental disabilities. Further information can
be found on page 49 of the Company's 2023 annual report.
The Investment Adviser's management of the
portfolio seeks to measure, engage with and encourage improvements
in the governance of portfolio assets. Its focus on ESG aims to
reduce the risks of investment whilst supporting, and even
increasing, the returns available.
The Board is committed to upholding best
reporting practices on ESG matters, including promoting
transparency on the Company's ESG performance, and will seek to
publish further information in the Company's annual report for the
financial year ending 30 September 2024.
Risks
As part of the Company's semi-annual risk
assessment, the Board reviewed the principal risks and
uncertainties detailed on pages 80 to 88 of the Company's 2023
annual report. The existing principal risks and uncertainties are
expected to remain relevant to the Company for the next six months
of the financial year.
The Board also concluded that, although the
existing principal risks are unchanged, the probability and impact
of some have changed. Refer below for further
information.
Future market
outlook
In the short term, the Company is focused on its
capital allocation policy. Whilst the aim of the policy is to
reduce leverage and return capital to shareholders, the Company is
confident that, once it recommences actively investing, there are
significant opportunities to rebalance the portfolio.
Many positive lending opportunities have emerged
from the ongoing need to decarbonise the economy, and the current
higher interest rate environment means that new loans may be made
at a higher level of return than was previously available. This
will allow the Investment Adviser to operate in the growing
non-bank lending market, securing opportunities to lend at the same
level of risk for higher returns or to invest in more senior loans
at similar returns. The Board believes that this higher rate
environment will make new investments more attractive for the
Company when it recommences actively investing.
The positive outlook for inflation has increased
in the period, with interest rates expected to start decreasing
this calendar year. However, uncertainty remains as to when exactly
this will occur.
Final
thoughts
With long-term gilt yields at the same level as
they were when the Company launched in 2010, the investment
proposition is as compelling as ever.
The Company is advised by an experienced team
with a proven track record of long‑term value creation for shareholders. It has a
well-diversified portfolio of assets that deliver products or
services that are required for the effective operation of the
modern economy whilst generating positive environmental and social
impacts.
As the Board executes its capital allocation
policy, the Board believes the Company is well placed to continue
delivering value for shareholders.
Andrew
Didham
Chairman
19June 2024
1. Data at 30 June 2023 to facilitate inclusion
in the 2023 annual report.
For more information, please refer to the
Investment Adviser's report below.
Investment Adviser's report
The Company seeks to provide shareholders with
long-term dividends and preserve the capital value of its
investments through exposure to a diversified portfolio of UK
infrastructure projects.
Investment objective and
policy
Investment
strategy
The Company's investment strategy is set out in
its investment objective, policy and strategy below. It should be
considered in conjunction with the Chairman's statement and the
Investment Adviser's report, which provide an in-depth review of
the Company's performance and future strategy. Further information
on the business model and purpose is set out on pages 12 and 13 of
the Company's annual report and financial statements for the year
ended 30 September 2023.
Investment
objective
The Company's investment objective is to provide
shareholders with regular, sustained, long-term dividends and to
preserve the capital value of its investment assets over the long
term.
Investment
policy and strategy
The Company seeks to generate exposure to the
debt of UK infrastructure Project Companies, their owners or their
lenders, and related and/or similar assets which provide regular
and predictable long-term cash flows.
Core
projects
The Company will invest at least 75% of its
total assets, directly or indirectly, in investments with exposure
to infrastructure projects with the following characteristics (core
projects):
·
pre-determined, long-term, public sector backed
revenues;
·
no construction or property risks; and
·
benefit from contracts where revenues are availability
based.
In respect of such core projects, the Company
focuses predominantly on taking debt exposure (on a senior or
subordinated basis) and may also obtain limited exposure to
shareholder interests.
Non-core projects
The Company may also invest up to an absolute
maximum of 25% of its total assets (at the time the relevant
investment is made) in non-core projects, taking exposure to
projects that have not yet completed construction, projects in the
regulated utilities sector and projects with revenues that are
entirely demand based or private sector backed (to the extent that
the Investment Adviser considers that there is a reasonable level
of certainty in relation to the likely level of demand and/or the
stability of the resulting revenue). At 31 March 2024, the
Company's exposure to non-core projects was 1.8% of the portfolio
by value.
There is no, and it is not anticipated that
there will be any, outright property exposure of the Company
(except potentially as additional security).
Diversification
The Company will seek to maintain a diversified
portfolio of investments and manage its assets in a manner which is
consistent with the objective of spreading risk. No more than 10%
in value of its total assets (at the time the relevant investment
is made) will consist of securities or loans relating to any one
individual infrastructure asset (having regard to risks relating to
any cross‑default or
cross-collateralisation provisions). This objective is subject to
the Company having a sufficient level of investment capital from
time to time, the ability of the Company to invest its cash in
suitable investments and the investment restrictions in respect of
'outside scope' projects described above.
It is the intention of the Directors that the
assets of the Company are (as far as is reasonable in the context
of a UK infrastructure portfolio) appropriately diversified by
asset type (e.g. PFI healthcare, PFI education, solar power, social
housing, biomass etc.) and by revenue source (e.g. NHS Trusts,
local authorities, FiT, ROCs etc.).
Non-financial
objectives of the Company
The key non-financial objectives of the Company
are:
·
to build and maintain strong relationships with all key
stakeholders of the Company, including (but not limited to)
shareholders and borrowers;
·
to continue to focus on creating a long‑term, sustainable business relevant to all
stakeholders;
·
to develop and increase the understanding of the investment
strategy of the Company and infrastructure as an investment class;
and
·
to focus on the long-term sustainability of the portfolio and
make a positive impact; through contributing towards the generation
of renewable energy and financing infrastructure that is integral
to society.
Key
policies
Distribution
The Company seeks to provide its shareholders
with regular, sustained, long‑term dividend income.
The Company has authority to offer a scrip
dividend alternative to shareholders. The offer of a scrip dividend
alternative was suspended at the Board's discretion, for all
dividends during the period, as a result of the discount between
the likely scrip dividend reference price and the relevant
quarterly NAV per share of the Company. The Board intends to keep
the payment of future scrip dividends under review.
Leverage and gearing
The Company intends to make prudent use of
leverage to finance the acquisition of investments and enhance
returns for shareholders. Structural gearing of investments is
permitted up to a maximum of 20% of the Company's NAV immediately
following drawdown of the relevant debt.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Infrastructure sector
overview and update
The Investment
Adviser
Gravis Capital Management Limited is the
appointed Investment Adviser and AIFM to the Company.
The Investment Adviser has a long track record
of working in the UK infrastructure market, particularly with
regard to debt advisory work, and has established close
relationships with key participants in the UK infrastructure
market, including equity investors and lenders. The senior
management team at Gravis has extensive specialist expertise and a
demonstrable track record of originating, structuring and managing
infrastructure debt investments. Further information can be found
on pages 94 to 97 of the 2023 annual report.
The Investment Adviser is an independently
managed business with ORIX Corporation as its majority shareholder.
ORIX Corporation is a global financial services company based in
Japan with assets under management of ¥69 trillion1
globally.
UK
infrastructure sector overview
The Investment Adviser believes the UK
infrastructure sector is an attractive market for existing and, in
due course, new investments. With expectations that interest rates
have peaked in the UK and other global markets, the relative
attractiveness of the sector is expected to improve. As such,
looking forward, the Company is focused on making debt investments
that provide superior risk-adjusted returns compared to equity
investments.
While the Government's decarbonisation targets
have softened in recent years, there is still an appetite for
investment in infrastructure targeted at the decarbonisation of the
economy. However, there is a significant gap between the current
level of investment in this sector and the level of investment
required to meet net zero targets. The Investment Adviser believes
that, despite the upcoming general election, political and
regulatory risks remain low as the main political parties remain
committed to achieving net zero and improving energy security in
the UK. This will create attractive investment opportunities for
the Company through the development of new infrastructure that
benefits from government-backed support.
In relation to energy security, the Government
estimates that £50 - £60 billion of investment is required annually
to deliver on the UK's net zero ambitions. Whilst the Labour Party
have announced plans to create a new publicly owned energy company
- Great British Energy - to facilitate further investment in UK
renewables, the majority of this investment will need to come from
the private sector. The Company is well placed to participate given
its investment focus and track record.
1. Data as of 31 March 2024
Sector
update:
Renewable
energy
The
Company's portfolio is 63% invested in the renewables sector, with
a valuation at the period end of £652.2 million.
The UK energy market is emerging from several
years of unusually high prices and volatility. In 2021, as the
economy was beginning to recover from the Covid-19 pandemic, the UK
renewable energy market was undergoing a period of below-average
wind resources, increased maintenance of, and reduced output from,
the French nuclear fleet, as well as lower rainfall which
negatively impacted hydro resources. All of these factors
contributed to the increase in prices. In 2022, the Russian
invasion of Ukraine meant the introduction of sanctions against
Russia and issues with Russian gas exports which led to significant
price increases and volatility across both short and
long‑term electricity price
expectations. However, in 2023, strong gas storage levels along
with a robust supply of liquefied natural gas, warmer weather and
the French nuclear fleet coming back online, caused
short‑term prices to fall.
This trend continued into 2024, contributing to the reduction in
power price volatility. Whilst short‑term prices have fallen, so have the trends in
longer-term power price projections, although they remain elevated
compared to where they were prior to the onset of the Covid-19
pandemic.
Structural shifts towards the electrification of
heat and transport, and the decarbonisation of industry, mean that
demand for renewable energy will continue to grow, which will
support long-term prices. In order to deliver the level of
renewable energy needed to support the energy transition,
significant investment in the infrastructure sector is required. As
such, the renewable energy market remains attractive to investors.
Furthermore, there has been an increased focus on energy security,
underpinning support for domestically generated renewable
energy.
Sector
update:
Supported
living
The
Company's portfolio is 11% invested in the supported living sector,
with a valuation at the period end of £115.7
million.
The Company was one of the first listed
investment companies to invest in the supported living sector.
However, the Company stopped making new investments in the sector
in 2018 and has been actively reducing its exposure to the sector
since then. The Board's capital allocation policy adopted in the
2023 annual report and financial statements reconfirmed the
Company's intention to prioritise a material reduction in its
exposure to the supported living sector.
The Company has provided debt finance to
entities that own and develop properties which are leased under a
long-term fully repairing and insuring lease to Registered
Providers ("RPs") who operate and manage the properties. The RPs
that have leased properties from the Company's borrowers have faced
continued challenges in respect of governance and financial
viability by the Regulator of Social Housing. The Company has had
further requests for consent to amend relationships between RPs and
the Company's borrowers as new management within the RPs seek to
enhance the financial viability of the applicable RPs, and improve
the quality of the housing stock through additional capital
expenditure.
Sector
update:
PPP/PFI
The
Company's portfolio is 26% invested in the PPP/PFI sector, with a
valuation at the period end of £245.5 million.
There are very few primary investment
opportunities remaining in the PPP/PFI sector, as the UK Government
has moved away from supporting investments that use these models.
At the time of the Company's IPO in 2010, the portfolio comprised
subordinated debt investments in projects procured under PPP
models. These projects remain a core part of the portfolio. While
the Investment Adviser continues to review secondary opportunities
when presented, they are typically small in scale and subject to
competitive bidding processes.
These factors make it increasingly doubtful that
the Company will make significant investments in assets developed
under PPP models going forward. The Investment Adviser continues to
actively review alternative funding models, including
licence‑based models such as
the regulated asset base approach when it is applied to particular
projects, or offshore or onshore transmission licensing
frameworks.
Macro-economic
update
Market
update
The six month period to 31 March 2024 was
dominated by stubborn inflation levels, as well as expectations of
interest rate reductions. With market expectations that the Bank of
England's interest rate hikes have ended, speculation persists
about when, and by how much, interest rates will start to decrease.
A reduction in interest rates is expected to make the returns
offered by the Company relatively more attractive.
Whilst interest rates are expected to start
falling this calendar year, the interest rates the Company achieves
on new investments are expected to remain relatively high. Once the
Company begins investing again, it is expected that new investments
made by the Company will be made at a similar risk level, but
achieve higher returns than that of existing loans. Alternatively,
they may also be made at similar rates of risk, but at improved
seniority than the existing portfolio.
In prior periods, higher electricity prices and
higher inflation stemming from Russia's invasion of Ukraine and the
Covid-19 pandemic have positively impacted the portfolio's cash
flow. While prices have fallen from their previous record highs in
2022, they remain elevated. The recent drop in power prices has
meant the portfolio's cash flows have reduced, which, under a
discounted cash flow valuation methodology, has negatively impacted
the valuation of the Company's portfolio in the period.
However, the quality of the cash flows generated
by the Company's loans has not materially deteriorated. Further
information on valuation movements can be found below and further
information on valuation methodology can be found below.
These macro-economic factors, along with other
market factors, have contributed to the share price trading at a
persistent discount1 to NAV. This issue is not
individual to the Company and has been experienced by other listed
infrastructure and renewable energy investment companies and the
investment trust sector as a whole. Despite the reduction in share
price, demand remains for assets in the Company's portfolio. This
has been demonstrated by the sale of the Company's interests in
loan notes secured against Blackcraig Wind Farm at a 6.4% premium
to its valuation.
The forthcoming general election in the UK is
not expected to adversely affect the market in which the Company
invests. All major parties are committed to the decarbonisation of
the economy, and whilst the Labour Party are planning to establish
a new state-owned energy company if elected, all parties have
recognised the need for significant private investment to deliver
on decarbonisation targets. This means that existing loans are not
expected to be adversely affected by changes to regulations or
laws, and instead the Investment Adviser believes it will create
attractive opportunities for the Company.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Key valuation
assumptions
The table below summarises the key assumptions
used to forecast cash flows from renewable assets the Company has
invested in, and the range of assumptions the Investment Adviser
observes in the market.
The Investment Adviser does not consider that
such differences in assumptions are compensated for in the market
by applying a higher or lower discount rate to recognise the
increased or decreased risks respectively of a valuation, resulting
in potential material valuation differences. This is shown in the
sensitivity of the Company's NAV to a variation of such assumptions
in the table, on a pence per share basis.
Assumption
|
Company
approach
|
Lower
valuations
|
Company
valuation sensitivity (pps)
|
Higher
valuations
|
Electricity
price forecasts
|
Futures (three years)
and AFRY four quarter
average long term. Electricity Generator Levy
applied to 31 March 2028
|
AFRY Q1 Low-Central 2024
|
(3.55)
|
6.68
|
Aurora Q1 2024
|
Capture
prices
(wind,
solar)
|
Asset-specific curve applied to each
project
|
Higher capture prices
|
(1.02)
|
4.53
|
No capture prices
|
Asset
life
|
Lesser of planning,
lease, technical life
(20-25 years)
|
Contractual limitations
|
-
|
2.49
|
Asset life of 40 years (solar) and 30 years
(wind)
|
Corporation
tax
|
Long-term corporation
tax assumption of 25%
|
Long-term corporation
tax assumption of 25%
|
-
|
1.13
|
Short-term corporation tax assumption of 25%
then 19% thereafter
|
Indexation
|
OBR short term, 2.5%
RPI and 2.0% CPI long term
|
OBR short term, 2.5%
RPI and 2.0% CPI long term
|
-
|
0.32
|
0.5% increase to inflation forecasts
|
Investment and portfolio
review
Portfolio
summary
At the period end, the Company held exposure to
51 investments with a total valuation of £1.0 billion.
Approximately 1% of the portfolio was exposed to assets in their
construction phase.
Portfolio by sector
type
|
|
PPP/PFI
|
26%
|
Healthcare
|
9%
|
Education
|
6%
|
Waste (PPP)
|
4%
|
Leisure
|
3%
|
Housing (PPP)
|
2%
|
Energy efficiency
|
1%
|
Justice
|
1%
|
Renewables
|
63%
|
Wind (onshore)
|
15%
|
Solar (commercial)
|
15%
|
Solar (rooftop)
|
10%
|
Biomass
|
9%
|
Anaerobic digestion
|
9%
|
Hydro
|
2%
|
Geothermal
|
1%
|
Gas peaking
|
1%
|
Electric vehicles
|
1%
|
SL
|
11%
|
Supported living
|
11%
|
Portfolio by income
type
|
|
PPP/PFI
|
26%
|
Unitary charge
|
21%
|
Gate fee (contracted)
|
2%
|
Electricity (fixed/floor)
|
1%
|
Lease income
|
1%
|
ROC
|
1%
|
Renewables
|
63%
|
ROC
|
22%
|
Electricity (merchant)
|
18%
|
FiT
|
14%
|
RHI
|
3%
|
Electricity (fixed/floor)
|
3%
|
Embedded benefits
|
1%
|
Gas (merchant)
|
1%
|
Pay per mile
|
1%
|
SL
|
11%
|
Lease income
|
11%
|
Portfolio by annualised
yield1
>10%
|
3%
|
8-10%
|
29%
|
<8%
|
68%
|
Portfolio by average life
(years)
Portfolio by investment
type
Equity
|
9%
|
Senior
|
51%
|
Subordinated
|
40%
|
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Top ten
investments
Key
1. Project type
2. % of total portfolio
3. Cash flow type
1
Cardale PFI Investments1
1. PPP/PFI
2. 12.0%
3. Unitary charge
2
Gravis Solar 1
1. Commercial solar
2. 9.3%
3. ROC/PPA/FiT
3
GCP Programme Funding S14
1. Biomass
2. 5.2%
3. ROC/RHI/Merchant
4
GCP Bridge Holdings²
1. Various
2. 4.8%
3. ROC/Lease/PPA
5
GCP Programme Funding S3
1. Anaerobic digestion
2. 4.6%
3. ROC/RHI
6
Gravis Asset Holdings H
1. Onshore wind
2. 4.4%
3. ROC/PPA
7
GCP Programme Funding S10
1. Supported living
2. 4.1%
3. Lease
8
GCP Biomass 2
1. Biomass
2. 4.1%
3. ROC/PPA
9
GCP Green Energy 1
1. Commercial solar/Onshore wind
2. 3.6%
3. ROC/PPA
10
Gravis Asset Holdings I
1. Onshore wind
2. 3.5%
3. ROC/PPA
Top ten revenue
counterparties
|
% of total portfolio
|
Ecotricity Limited
|
8.7%
|
Statkraft Markets
Gmbh
|
8.6%
|
Viridian Energy Supply
Limited
|
8.4%
|
Office of Gas and Electricity
Markets
|
6.7%
|
Npower
Limited
|
6.2%
|
Smartestenergy
Limited
|
4.7%
|
Total Gas & Energy Limited
|
4.6%
|
Bespoke Supportive Tenancies
Limited
|
4.3%
|
Good Energy
Limited
|
4.2%
|
Gloucestershire County
Council
|
4.0%
|
Top ten project
service providers
|
% of total portfolio
|
WPO UK Services
Limited
|
21.0%
|
PSH Operations
Limited
|
13.0%
|
Vestas Celtic Wind Technology
Limited
|
11.3%
|
Solar Maintenance Services
Limited
|
9.7%
|
A Shade Greener Maintenance
Limited
|
8.7%
|
2G Energy
Limited
|
5.9%
|
Atlantic Biogas
Ltd
|
4.6%
|
Pentair
|
4.6%
|
Thyson
|
4.6%
|
Cobalt Energy
Limited
|
4.1%
|
1. Cardale PFI Investments is secured on a
cross-collateralised basis against 18 separate operational PFI
projects.
2. GCP Bridge Holdings is secured against a
portfolio of six infrastructure investments in the renewable energy
and PPP sectors.
Investments and
repayments
During the period, the Company made 15 advances
totalling £12.3 million under existing facilities, all of which was
capitalised interest. No new investments were made during the
period, in line with the Board's stated capital allocation policy.
The Company received 26 repayments totalling £19.5 million, all of
which were scheduled repayments. Post period end, the Company made
further advances of £0.2 million and received scheduled repayments
of £4.1 million and unscheduled repayments of £24.7 million, giving
a net repayment position of £28.8 million.
A detailed breakdown of the movements in the
valuation of the investment portfolio is provided below.
Investment
analysis for the period
Investments and
repayment
|
£m
|
New investments
|
-
|
Further advances
|
12.3
|
Scheduled repayments
|
(19.5)
|
Unscheduled repayments
|
-
|
Net investment/(repayment)
|
(7.2)
|
Sector
analysis
|
Investments (£m)
|
Repayments (£m)
|
Anaerobic digestion
|
1.5
|
(3.0)
|
Biomass
|
2.7
|
(0.7)
|
Hydro
|
-
|
(0.2)
|
Onshore wind
|
-
|
(5.3)
|
Commercial solar
|
-
|
(2.4)
|
Rooftop solar
|
0.1
|
(2.7)
|
PPP/PFI
|
4.7
|
(4.6)
|
Supported living
|
2.4
|
-
|
Geothermal
|
0.5
|
-
|
Flexible generation
|
0.4
|
-
|
Electric vehicles
|
-
|
(0.6)
|
Investments and
repayment post period end
|
£m
|
New investments
|
-
|
Further advances
|
0.2
|
Scheduled repayments
|
(4.1)
|
Unscheduled repayments
|
(24.7)
|
Net investment/(repayment)
|
(28.6)
|
Sector analysis
post period end
|
Investments (£m)
|
Repayments (£m)
|
Anaerobic digestion
|
-
|
(0.2)
|
Biomass
|
-
|
-
|
Hydro
|
-
|
(1.1)
|
Onshore wind
|
-
|
(25.0)
|
Commercial solar
|
-
|
-
|
Rooftop solar
|
0.1
|
(0.1)
|
PPP/PFI
|
-
|
(2.3)
|
Supported living
|
0.1
|
(0.1)
|
Geothermal
|
-
|
-
|
Flexible generation
|
-
|
-
|
Electric vehicles
|
-
|
(0.1)
|
Pipeline of
investment opportunities
The Company maintains an attractive pipeline of
investments across existing sectors, emerging infrastructure
sectors and follow-on investments in the existing portfolio, at
returns that are accretive to dividend coverage and reflect the
current market pricing for credit in line with underlying risk.
However, the Company recognises that the use of cash resources for
pipeline investments must be weighed against repayment of the
Company's RCF, or whilst the Company's share price trades at a
material discount1 to NAV, buying back shares. As a
result, new investments are considered only in this context and
where there is a compelling reason to invest.
The Board adopted a capital allocation policy as
part of the 2023 annual report, reconfirming its intentions to
prioritise a material reduction in leverage, as well as reducing
equity-like exposures and exposures in certain sectors, and
facilitating the return of capital to shareholders.
Portfolio
sensitivities
This section details the sensitivity of the
value of the investment portfolio to a number of risk factors to
which it is exposed. A summary of the overall investment portfolio
risks, and the Investment Adviser's approach to risk, can be found
on pages 17 and 18 of the Company's annual report and financial
statements for the year ended 30 September 2023.
Electricity prices
A number of the Company's investments rely on
market electricity prices for a component of their revenues.
Changes in electricity prices impact a borrower's ability to
service debt or, in cases where the Company has stepped into
projects and/or has direct exposure through its investment
structure, impact overall returns.
The Company seeks to mitigate this exposure to
market electricity prices in the short to medium term by selling
power to users under power price agreements that do not vary with
market prices. The Investment Adviser continues to review
opportunities to hedge electricity market prices to lock in
attractive price levels relative to the original investment
projection and to mitigate volatility in NAV.
The table below shows the forecast impact on the
portfolio of a given percentage change in electricity prices over
the full life of the forecast period to the maturity of the hedge,
the impact on hedging arrangements and the subsequent net impact on
a pence per share basis. Further information on the Company's
hedging arrangements is detailed in note 10 to the financial
statements.
Sensitivity
applied to base case
electricity
price forecast assumption
|
(10%)
|
(5%)
|
0%
|
5%
|
10%
|
Portfolio sensitivity (pence per
share)
|
(8.87)
|
(4.49)
|
-
|
4.34
|
8.68
|
Hedge sensitivity (pence per share)
|
0.02
|
0.01
|
-
|
(0.01)
|
(0.02)
|
Net sensitivity (pence per share)
|
(8.85)
|
(4.48)
|
-
|
4.33
|
8.66
|
Inflation
Just under half (46%) of the Company's
investments by portfolio value have some form of inflation
protection. This is structured as a direct link between the return
and realised inflation (relevant to the supported living assets and
certain renewables) and/or a principal indexation mechanism which
increases the principal value of the Company's loans outstanding by
a share of realised inflation over a pre‑determined strike level (typically 2.75% to
3.00%).
The table below summarises the change in
interest accruals and potential NAV impact associated with a
movement in inflation.
Sensitivity
applied to base case
inflation
forecast assumption
|
(2.0%)
|
(1.5%)
|
(1.0%)
|
(0.5%)
|
0.0%
|
0.5%
|
1.0%
|
1.5%
|
2.0%
|
NAV impact (pence per share)
|
(6.09)
|
(4.69)
|
(3.21)
|
(1.64)
|
-
|
1.73
|
3.54
|
5.46
|
7.47
|
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Portfolio
performance update
The weighted average discount rate used across
the Company's portfolio at 31 March 2024 was 7.78% (30 September
2023: 7.69%). At the period end, c.1% (30 September 2023: c.1%) of
the Company's portfolio was exposed to assets at the construction
stage of development.
Electricity prices remain elevated, particularly
when compared to electricity prices before Russia's invasion of
Ukraine and the associated energy crisis. This has provided strong
cash generation for the Company's portfolio, especially when
comparing current electricity prices to the prices at the time of
the original investment case. However, both short-term and
longer-term prices have fallen in recent periods. The Company
continues to fix prices under power purchase agreements and hedge
electricity prices where possible.
The performance of the assets and the valuation
metrics adopted by the Company and validated by the independent
Valuation Agent support the Company's NAV. This was demonstrated by
the recent sale of the Company's interest in Blackcraig Wind Farm
in Dumfries and Galloway for £31.0 million, which included
principal and interest and was sold at a 6.4% premium to its
valuation at 31 March 2024. The asset was one of the equity-like
exposures held by the Company, and as such, the sale has reduced
the Company's NAV volatility in relation to power
prices.
ROCs have been revoked by Ofgem on three
projects in the portfolio. The Company has made a claim in
connection with its rights under the original investment
documentation in respect of the losses incurred because of the
revocations. The Investment Adviser remains confident that it will
be able to either solely or cumulatively: (i) address Ofgem's
queries to prevent or mitigate negative impacts on a further eight
assets under audit; (ii) successfully challenge any adverse
decisions by Ofgem on other assets under audit; or (iii) recover
losses it incurs from third parties in relation to a breach of
investment documentation across all affected assets.
Inflation, which has remained relatively high
over the period, has more recently been falling and is projected to
fall further this year. Whilst it hasn't impacted operational
performance, lower inflation projections have reduced the cash
expected to be generated by the Company's loans and therefore the
associated valuation has been reduced.
Valuation
impact attribution
The specific factors that have impacted the
valuation in the reporting period are summarised in the table
below.
Driver
|
Description
|
Impact
(£m)
|
Impact
(pps)
|
Tax computations
|
Impact of the latest tax computations
|
1.1
|
0.13
|
Actuals performance
|
Impact of renewables generation being higher
than forecast
|
0.9
|
0.10
|
|
Total upward
valuation movements
|
2.0
|
0.23
|
Power prices1
|
Power price movements in the period
|
(13.5)
|
(1.56)
|
Discount rates
|
Increase in discount rates across the
portfolio
|
(5.4)
|
(0.62)
|
Inflation forecast
|
Inflation movements in the period
|
(3.4)
|
(0.39)
|
Onshore wind asset outage
|
One-off valuation adjustment to reflect an
onshore wind asset outage
|
(2.0)
|
(0.23)
|
Other downward movements
|
Other downward movements
|
(3.6)
|
(0.41)
|
|
Total downward
valuation movements
|
(27.9)
|
(3.21)
|
Interest receipts
|
Net valuation movements attributable to the
timing of debt service payments between periods
|
(0.1)
|
(0.01)
|
|
Total other
valuation movements
|
(0.1)
|
(0.01)
|
|
Total net
valuation movements before hedging
|
(26.0)
|
(2.99)
|
Commodity swap -
unrealised2
|
Derivative financial instrument entered into for
the purpose of hedging electricity price movements
|
(0.1)
|
(0.01)
|
Commodity swap - realised2
|
0.8
|
0.09
|
|
Total net
valuation movements after hedging
|
(25.3)
|
(2.91)
|
1. Refer to commodity swap below.
2. The derivative financial instrument was
utilised to mitigate volatility in electricity price movements as
detailed above; refer to notes 10 and 13 for further
details.
Interest
capitalised
During the period, £41.3 million (31 March 2023:
£43.5 million) of loan interest accrued was generated on the
underlying investment portfolio for the benefit of the Company.
During the period, £45.0 million (31 March 2023: £40.9 million) was
received in cash or capitalised. The capitalisation of interest
occurs for three reasons:
1. Where interest has been paid to the Company
late (often as a result of moving cash through the Company and
borrower corporate structures), a capitalisation automatically
occurs from an accounting point of view.
2. On a scheduled basis, where a loan has been
designed to contain an element of capitalisation of interest due to
the nature of the underlying cash flows. Examples include projects
in construction that are not generating operational cash flows, or
subordinated loans where the bulk of subordinated cash flows are
towards the end of the assumed life of a project, after the
repayment of senior loans. Planning future capital investment
commitments in this way is an effective way of reinvesting
repayments received from the portfolio back into other portfolio
projects.
3. Loans are not performing in line with the
financial model, resulting in:
(i) lock-up of cash flows to investors who are
junior to senior lenders; and
(ii) cash generation is not sufficient to
service debt.
The table below shows a breakdown of interest
capitalised during the period and amounts paid as part of final
repayment or disposal proceeds:
|
31 March
|
31 March
|
31 March
|
31 March
|
|
2024
|
2024
|
2023
|
2023
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Loan interest
received
|
|
36,622
|
|
30,928
|
Capitalised (planned)
|
7,199
|
|
8,301
|
|
Capitalised
(unscheduled)
|
5,1401
|
|
1,717
|
|
Loan interest
capitalised
|
12,339
|
|
10,018
|
|
Capitalised amounts subsequently settled as part
of repayments
|
(4,910)
|
4,910
|
(4,752)
|
4,752
|
Adjusted loan
interest capitalised1
|
7,429
|
|
5,266
|
|
Adjusted loan
interest received1
|
|
37,532
|
|
35,680
|
The table below illustrates the forecast
component of interest capitalised that is planned and
unscheduled.
The Investment Adviser and the independent
Valuation Agent review any capitalisation of interest and
associated increase to borrowings to confirm that such an increase
in debt, and the associated cost of interest, can ultimately be
serviced over the life of the asset. To the extent an increase in
loan balance is not serviceable, a downward revaluation is
recognised, notwithstanding that such amount remains due and
payable by the underlying borrower and where capitalisation has not
been scheduled, it will attract default interest
payable.
|
30
September
|
% of total interest
|
2023
|
2024
|
2025
|
2026
|
2027
|
2028
|
Capitalised (planned)
|
21%
|
9%
|
6%
|
6%
|
9%
|
11%
|
Capitalised (unscheduled)
|
4%
|
6%
|
4%
|
3%
|
1%
|
-
|
1. Capitalised interest in relation to certain
Supported Living assets undergoing issues with RP's and two
renewables assets experiencing lower power prices and delayed
operations.
Risks and
viability
In the period, two of the principal risks
included in the Company's 2023 annual report and financial
statements have seen their residual risk increase with all other
principal risks remaining stable.
Category 1:
Execution risk
Risk
|
Impact
|
How the risk is
managed
|
Change in
residual risk over the period
|
3. Performance
of, and
reliance
on,
subcontractors
The performance of the Company's investments is
typically, to a considerable degree, dependent on the performance
of
subcontractors, most notably facilities managers
and operations and maintenance subcontractors.
The Company is heavily reliant on subcontractors
to carry out their obligations in accordance with the terms of
their appointment and to exercise
due skill and care.
Link to
strategy: 1, 3
|
If a key subcontractor was to
be replaced due to the
insolvency of that
subcontractor or for any other reason, the
replacement subcontractor may charge a higher price for the
relevant services than previously paid.
The resulting increase in costs may result in
the Company receiving lower interest and principal payments than
envisaged.
|
The competence and financial strength of
subcontractors, as well as the terms and
feasibility of their engagements, are a key
focus of investment
due diligence. The Board and
the Investment Adviser monitor the Company's
exposure to any given subcontractor and ensure that the risk
of
underperformance is mitigated through
diversification.
|
Increased
The RPs that have leased properties from the
Company's borrowers have faced continued challenges in respect of
governance and financial viability by the Regulator of Social
Housing.
The Board's capital allocation policy adopted in
the 2023 annual report reconfirmed the Company's intention to
prioritise a material reduction in its exposure to the supported
living sector.
Further information is included above and below
respectively.
|
Category 2:
Portfolio risk
Risk
|
Impact
|
How the risk is
managed
|
Change in
residual risk over the period
|
4. Changes in
laws,
regulations
and/or UK Government policy, or the action of
regulators
impacting
investments
Changes in laws, regulations and/or UK
Government policy,
in particular those relating to
the PPP/PFI and renewable energy markets, may
have an adverse effect on the
Company.
Regulatory action, in particular relating to
licensing or qualification for support
regimes, may impact revenue streams.
Link to
strategy: 1, 2, 3
|
Potential adverse effect on
the performance of the Company's
investment
portfolio and the returns generated by the
Company.
Price capping or other intervention in the
energy
market may impact returns.
Reduced support for private sector finance of
infrastructure and/or a material change in
the approach to infrastructure delivery (such
as
nationalisation) represent risks
to the Company's ability to reinvest
capital.
|
Any changes in laws,
regulations and/or policy, or
the application thereof, are
monitored by the Board on an ongoing
basis.
The Investment Adviser
engages with industry bodies
to understand and influence Government policy
options.
Given the UK Government's reliance on private
capital for, inter alia, the funding of new social and economic
infrastructure and renewable energy projects, it is the
view
of the Investment Adviser
and the Board that, despite potential
short-term
intervention in the energy
market, the risk of any future significant
changes in policy is low and is more likely to have
a prospective impact rather
than a retrospective
effect.
|
Increased
Three projects in the portfolio have had their
ROCs revoked. Eleven projects have been audited and retained their
ROCs, while a further eight remain subject to audit. The Company
has made a claim in connection with its rights under the original
investment documentation in respect of the losses incurred because
of the revocations. Further information is included
above.
|
Financial review
The Company generated income of £19.9 million
and a profit of £9.9 million. The Company's total shareholder
return1 was 12.5% and total NAV return1 was
1.2%.
Financial
performance
The Company generated operating income of £19.9
million (31 March 2023: £35.6 million), including loan interest
income of £45.0 million and net unrealised valuation losses on
investments of £26.0 million (31 March 2023: loan interest income
of £40.9 million and net unrealised valuation losses on investments
of £17.4 million).
Net gains on derivative financial instruments at
period end were £0.7 million (31 March 2023: £11.9 million),
reflecting the electricity price hedging arrangements which locked
in attractive price levels for the Company throughout the
year.
Administration costs of £5.6 million (31 March
2023: £5.7 million) were incurred during the period; these include
the Investment Adviser's fee, the Directors' fees and other third
party service provider fees. These, and other operating costs, have
remained broadly in line with the previous year. The Company's
ongoing charges ratio1 has remained broadly in line
year-on-year at 1.2% (31 March 2023: 1.1%).
Finance costs have increased to £4.4 million
from £4.1 million, reflecting higher interest rates despite lower
amounts drawn compared to the prior period.
Total profit generated for the period was £9.9
million (31 March 2023: £25.8 million). The decrease primarily
reflects the impact of lower electricity prices and increases to
discount rates applied by the independent Valuation
Agent.
Cash
generation
The Company received loan principal repayments
of £19.5 million and made advances totalling £nil million in the
period (31 March 2023: £24.9 million in principal repayments and
seven advances totalling £65.1 million). Furthermore, the Company
repaid £10.0 million on its RCF.
Loan interest receipts of £32.6 million were
used to pay cash dividends of £30.4 million (31 March 2023: £30.9
million and £31.0 million respectively). The Company aims to manage
its cash position effectively by minimising cash balances while
maintaining financial flexibility.
The Directors have assessed the Company's cash
resources and availability of funding as part of the going concern
assessment. The Company held cash balances of £17.7 million at the
period end and does not expect the level of annual expense to
increase materially. The Directors and the Investment Adviser
believe that scheduled loan interest receipts, repayments and the
Company's RCF will provide sufficient liquidity for the
Company.
Dividends
The Company paid dividends of 3.5 pence per
share in respect of the six months to 31 March 2024. This is in
line with the dividend target2 set out for the year
ending 30 September 2024 of 7.0 pence per share. On an annualised
basis, this represents a yield of 9.7% against the share price at
31 March 2024.
Share price
performance
The Company's total shareholder
return1 was 12.5% for the period and 76.7% since the
Company's IPO in 2010. The Company has continued to experience
weakness in its share price in line with similar investment
companies. The shares have traded at an average
discount1 to NAV of 37.1% over the period and an average
premium1 of 4.9% since IPO. The share price at the
period end was 72.30 pence per share, which represents a
discount1 to NAV of 32.8%.
Revolving
credit facility
At 31 March 2024, £96.0 million of the £150.0
million RCF was drawn. During the period, £10.0 million was repaid
in line with the Directors stated aim of reducing leverage under
the capital allocation policy. Further details on the Company's RCF
can be found in notes 8 and 13.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
2. The dividend target is a target only and not
a profit forecast or estimate and there can be no assurance that it
will be met.
Statement of Directors' responsibilities
Under the terms of the DTRs of the FCA, the
Directors are responsible for preparing the half-yearly report and
unaudited interim condensed financial statements in accordance with
applicable regulations.
The Directors confirm to the best of their
knowledge that:
· the unaudited
interim condensed set of financial statements has been prepared in
accordance with IAS 34 Interim Financial Reporting as adopted by
the EU;
· the Chairman's
interim statement and the Investment Adviser's report constitute
the Company's interim management report, which include a fair
review of the information required by DTR 4.2.7R (indication of
important events during the first six months and description of
principal risks and uncertainties for the remaining six months of
the year); and
· the interim
management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions
and changes therein).
The Directors are responsible for the
maintenance and integrity of the corporate and financial
information included on the Company's website. Legislation in
Jersey governing the preparation and dissemination of financial
statements may differ from legislation in other
jurisdictions.
On behalf of the Board
Andrew
Didham
Chairman
19 June 2024
Independent review report
To GCP Infrastructure Investments
Limited
Conclusion
We have been engaged by GCP Infrastructure
Investments Limited (the "Company") to review the unaudited interim
condensed set of financial statements in the half-yearly financial
report for the six months ended 31 March 2024 of the Company, which
comprises the statement of financial position, the statement of
comprehensive income, the statement of changes in equity, the
statement of cash flows and the related explanatory
notes.
Based on our review, nothing has come to our
attention that causes us to believe that the unaudited interim
condensed set of financial statements in the
half‑yearly financial report
for the six months ended 31 March 2024 is not prepared, in all
material respects, in accordance with IAS 34 Interim Financial
Reporting as adopted by the EU 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 unaudited interim
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, the annual financial
statements of the Company are prepared in accordance with
International Financial Reporting Standards as adopted by the EU.
The directors are responsible for preparing the unaudited interim
condensed set of financial statements included in the half-yearly
financial report in accordance with IAS 34 Interim Financial
Reporting as adopted by the EU.
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 unaudited interim 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.
Andrew
Quinn
For and on behalf of
KPMG Channel Islands Limited
Chartered Accountants and Recognised
Auditors
Jersey
19 June 2024
Unaudited interim condensed statement of comprehensive
income
For the period 1 October 2023 to 31 March
2024
|
|
Period ended
|
Period
ended
|
|
|
31 March
|
31 March
|
|
|
2024
|
2023
|
|
Notes
|
£'000
|
£'000
|
Income
|
|
|
|
Net income/gains on financial assets at fair
value through profit or loss
|
3
|
18,971
|
23,526
|
Net gains on derivative financial instruments at
fair value through profit or loss
|
3
|
709
|
11,853
|
Other income
|
3
|
240
|
171
|
Total
income
|
|
19,920
|
35,550
|
Expense
|
|
|
|
Investment advisory fees
|
12
|
(4,191)
|
(4,385)
|
Operating expenses
|
|
(1,449)
|
(1,283)
|
Total
expenses
|
|
(5,640)
|
(5,668)
|
Total operating
profit before finance costs
|
|
14,280
|
29,882
|
Finance costs
|
|
(4,351)
|
(4,121)
|
Total profit
and comprehensive income for the period
|
|
9,929
|
25,761
|
Basic and diluted earnings per share
(pence)
|
6
|
1.14
|
2.91
|
All of the Company's results are derived from
continuing operations.
The accompanying notes below form an integral
part of the financial statements.
Unaudited interim condensed statement of financial
position
As at 31 March 2024
|
|
|
(Audited)
|
|
|
As at
|
As at
|
|
|
31 March
|
30
September
|
|
|
2024
|
2023
|
|
Notes
|
£'000
|
£'000
|
Assets
|
|
|
|
Cash and cash equivalents
|
|
17,749
|
16,867
|
Other receivables and prepayments
|
|
165
|
575
|
Derivative financial instruments at fair value
through profit or loss
|
10
|
167
|
265
|
Financial assets at fair value through profit or
loss
|
11
|
1,013,414
|
1,046,568
|
Total
assets
|
|
1,031,495
|
1,064,275
|
Liabilities
|
|
|
|
Other payables and accrued expenses
|
7
|
(3,020)
|
(4,048)
|
Interest bearing loans and borrowings
|
8
|
(94,557)
|
(103,674)
|
Total
liabilities
|
|
(97,577)
|
(107,722)
|
Net
assets
|
|
933,918
|
956,553
|
Equity
|
|
|
|
Share capital
|
9
|
8,678
|
8,712
|
Share premium
|
9
|
858,965
|
861,118
|
Capital redemption reserve
|
|
101
|
101
|
Retained earnings
|
|
66,174
|
86,622
|
Total
equity
|
|
933,918
|
956,553
|
Ordinary shares in issue (excluding treasury
shares)
|
|
867,812,650
|
871,232,650
|
NAV per ordinary share (pence per
share)
|
|
107.62
|
109.79
|
Signed and authorised for issue on behalf of the
Board of Directors.
Andrew
Didham
Chairman
19 June 2024
Steven
Wilderspin
Director
19 June 2024
The accompanying notes below form an integral
part of the financial statements.
Unaudited interim condensed statement of changes in
equity
For the period 1 October 2023 to 31 March
2024
|
|
|
|
Capital
|
|
|
|
|
Share
|
Share
|
redemption
|
Retained
|
Total
|
|
|
capital
|
premium1
|
reserve
|
earnings
|
equity
|
|
Notes
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
At 1 October
2022
|
|
8,848
|
871,606
|
101
|
117,502
|
998,057
|
Total profit and comprehensive income for the
period
|
|
-
|
-
|
-
|
25,761
|
25,761
|
Share repurchases
|
|
(11)
|
(927)
|
-
|
-
|
(938)
|
Share repurchase costs
|
|
-
|
(2)
|
-
|
-
|
(2)
|
Dividends
|
5
|
-
|
-
|
-
|
(30,968)
|
(30,968)
|
At 31 March
2023
|
|
8,837
|
870,677
|
101
|
112,295
|
991,910
|
At 1 October
2023
|
|
8,712
|
861,118
|
101
|
86,622
|
956,553
|
Total profit and comprehensive income for the
period
|
|
-
|
-
|
-
|
9,929
|
9,929
|
Share repurchases
|
9
|
(34)
|
(2,149)
|
-
|
-
|
(2,183)
|
Share repurchase costs
|
9
|
-
|
(4)
|
-
|
-
|
(4)
|
Dividends
|
5
|
-
|
-
|
-
|
(30,377)
|
(30,377)
|
At 31 March
2024
|
|
8,678
|
858,965
|
101
|
66,174
|
933,918
|
1. The share premium is a distributable reserve
in accordance with Jersey Company Law. Refer to note 9 for further
information.
The accompanying notes below form an integral
part of the financial statements.
Unaudited interim condensed statement of cash
flows
For the period 1 October 2023 to 31 March
2024
|
|
Period ended
|
Period
ended
|
|
|
31 March
|
31 March
|
|
|
2024
|
2023
|
|
Notes
|
£'000
|
£'000
|
Cash flows from
operating activities
|
|
|
|
Total operating profit before finance
costs
|
|
14,280
|
29,882
|
Adjustments for:
|
|
|
|
Loan interest income
|
3
|
(44,961)
|
(40,946)
|
Net losses on financial assets at fair
value through profit or loss
|
3
|
25,990
|
17,420
|
Net gains on derivative financial
instruments at fair value through profit or loss
|
3
|
(709)
|
(11,853)
|
Decrease in other payables and accrued
expenses
|
|
(1,170)
|
(480)
|
Decrease in other receivables and
prepayments
|
|
430
|
49
|
Total
|
|
(6,140)
|
(5,928)
|
Loan interest received
|
3
|
32,622
|
30,928
|
Purchase of financial assets at fair value
through profit or loss
|
11.7
|
-
|
(65,080)
|
Repayment of financial assets at fair value
through profit or loss
|
11.7
|
19,503
|
24,896
|
Proceeds from derivative financial instruments
at fair value through profit or loss
|
|
807
|
6,067
|
Net cash flows
generated from/(used in) operating activities
|
|
46,792
|
(9,117)
|
Cash flows from
financing activities
|
|
|
|
Proceeds from revolving credit
facility
|
|
147
|
55,000
|
Repayment of revolving credit
facility
|
|
(10,000)
|
-
|
Share repurchases
|
|
(2,183)
|
(938)
|
Share repurchase costs
|
|
(4)
|
(2)
|
Dividends paid
|
5
|
(30,377)
|
(30,968)
|
Finance costs paid
|
|
(3,493)
|
(3,959)
|
Net cash flows
(used in)/generated from financing activities
|
|
(45,910)
|
19,133
|
Increase in cash and cash equivalents
|
|
882
|
10,016
|
Cash and cash equivalents at beginning of the
period
|
|
16,867
|
15,981
|
Cash and cash
equivalents at end of the period
|
|
17,749
|
25,997
|
Net cash flows
from operating activities includes:
|
|
|
|
Other operating income
|
3
|
-
|
53
|
Deposit interest received
|
3
|
240
|
118
|
The accompanying notes below form an integral
part of the financial statements.
Notes to the unaudited interim condensed financial
statements
For the period 1 October 2023 to 31 March
2024
1. General
information
GCP Infrastructure Investments Limited is a
public company incorporated and domiciled in Jersey on 21 May 2010
with registration number 105775. The Company is governed by the
provisions of the Jersey Company Law and the CIF Law.
The Company is a closed-ended investment company
and its ordinary shares are traded on the Main Market of the
LSE.
The Company makes infrastructure investments,
typically by acquiring interests in debt instruments issued by
infrastructure Project Companies, their owners or their lenders and
related and/or similar assets which provide regular and predictable
long‑term cash
flows.
2. Significant
accounting policies
2.1
Basis of preparation
The unaudited interim condensed financial
statements for the six month period 1 October 2023 to 31 March 2024
have been prepared in accordance with IAS 34 Interim Financial
Reporting, as adopted by the EU.
The unaudited interim condensed financial
statements do not include all the information and disclosures
required in annual financial statements and should be read in
conjunction with the Company's annual report and financial
statements for the year ended 30 September 2023. The financial
statements for the year ended 30 September 2023 were prepared in
accordance with IFRS as adopted by the EU and audited by KPMG
Channel Islands Limited, who issued an unqualified audit
opinion.
The financial information contained in the
unaudited interim condensed financial statements for the period 1
October 2023 to 31 March 2024 has not been audited, but has
undergone a review by the Company's auditor in accordance with
International Standards on Review Engagements (UK) 2410, Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity, issued by the Financial Reporting Council for use in
the UK.
The unaudited interim condensed financial
statements have been prepared under the historical cost convention,
as modified by the revaluation of financial assets held at fair
value through profit or loss.
The accounting policies adopted in the
preparation of the unaudited interim condensed financial statements
are consistent with those followed in the preparation of the
Company's annual financial statements for the year ended 30
September 2023, except for the new standards and amendments to
standards, which are disclosed below.
New standards,
amendments and interpretations
In the reporting period under review, the
Company has applied amendments to IFRS issued by the IASB. These
include annual improvements to IFRS, changes in standards,
legislative and regulatory amendments, changes in disclosures and
presentation requirements.
This incorporated:
· onerous contracts
- cost of fulfilling a contract (amendments to IAS 37);
· annual
improvements to IFRS standards;
· disclosure of
accounting policies (amendments to IAS 1 and IFRS Practice
Statement 2); and
· definition of
accounting estimates (amendments to IAS 8).
The adoption of the changes to accounting
standards has had no material impact on these or prior periods'
financial statements.
The amendments to IFRS that will apply for
reporting periods beginning 1 January 2024 are as
follows:
· classification of
liabilities as current or non-current (amendments to IAS
1);
· non-current
liabilities with covenants (amendments to IAS 1);
· lack of
exchangeability (amendments to IAS 21).
The new IFRS that will apply for reporting
periods beginning 1 January 2027 is as follows:
· presentation and
disclosure in financial statements (introduction of IFRS
18).
Under current IFRS accounting standards,
companies use different formats to present their results, making it
difficult for investors to compare financial performance across
companies. IFRS 18 promotes a more structured income statement. In
particular, it introduces a newly defined 'operating profit'
subtotal and a requirement for all income and expense to be
allocated between three new distinct categories based on a
company's main business activities.
The Directors are still assessing the impact of
IFRS 18, but do not anticipate that the adoption of the other
amendments, detailed above, will have a material impact on the
financial statements. Other than those detailed above, there are no
new IFRS or IFRIC interpretations that are issued but not effective
that are expected to have a material impact on the Company's
financial statements.
Functional and
presentation currency
Items included in the unaudited interim
condensed financial statements of the Company are measured in the
currency of the primary economic environment in which the Company
operates. The financial statements are presented in Pound Sterling
and all values have been rounded to the nearest thousand pounds
(£'000), except where otherwise indicated.
Going
concern
The Directors have made an assessment of the
Company's ability to continue as a going concern and are satisfied
that the Company has the resources to continue in business for the
foreseeable future and for a period of at least twelve months from
the date of the authorisation of these unaudited interim condensed
financial statements.
The Investment Adviser has prepared cash flow
forecasts which were challenged and approved by the Directors and
included consideration of cash flow forecasts and stress scenarios,
including the impact of volatile energy prices; the availability of
the Company's RCF; high inflation; further increases to interest
rates; and supply chain disruptions.
The Directors are not aware of any material
uncertainties that cast doubt upon the Company's ability to
continue as a going concern. Therefore, the unaudited interim
condensed financial statements have been prepared on a going
concern basis.
2.2
Significant accounting judgements and estimates
The preparation of unaudited interim condensed
financial statements in accordance with IFRS requires the Directors
of the Company to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts recognised in the unaudited interim condensed financial
statements. However, uncertainty about these assumptions and
estimates could result in outcomes that require a material
adjustment to the carrying amount of the asset or liability in the
future.
(a) Critical
accounting estimates and assumptions
Fair value of instruments not quoted
in an active market
The valuation process is dependent on
assumptions and estimates which are significant to the reported
amounts recognised in the unaudited interim condensed financial
statements, taking into account the structure of the Company and
the extent of its investment activities (refer to note 11 for
further information).
(b) Critical
judgements
Assessment as an investment
entity
The Directors have determined that the SPVs
through which the Company invests fall under the control of the
Company in accordance with the control criteria prescribed by IFRS
10 and therefore meet the definition of subsidiaries. In addition,
the Directors continue to hold the view that the Company meets the
definition of an investment entity and therefore can measure and
present the SPVs at fair value through profit or loss. This process
requires a significant degree of judgement, taking into account the
complexity of the structure of the Company and extent of investment
activities (refer to note 11 of the annual report and financial
statements for the year ended 30 September 2023).
Segmental information
For management purposes, the Company is
organised into one main operating segment. All of the Company's
activities are interrelated, and each activity is dependent on the
others. Accordingly, all significant operating decisions by the
Board (as the chief operating decision maker) are based upon the
analysis of the Company as one segment. The financial results from
this segment are equivalent to the unaudited interim condensed
financial statements of the Company as a whole. The following table
analyses the Company's underlying operating income per geographical
location. The basis for attributing the operating income is the
place of incorporation of the underlying counterparty.
|
31 March
|
31 March
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Channel Islands
|
240
|
118
|
United Kingdom
|
19,680
|
35,432
|
Total
|
19,920
|
35,550
|
3. Operating
income
The table below analyses the Company's operating
income for the period per investment type:
|
31 March
|
31 March
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Interest on cash and cash equivalents
|
240
|
118
|
Other operating income
|
-
|
53
|
Other
income
|
240
|
171
|
Net changes in fair value of financial assets
and derivative financial instruments at fair value
through profit or loss
|
19,680
|
35,379
|
Total
|
19,920
|
35,550
|
The table below analyses the net changes in fair
value of the Company's financial assets and derivative financial
instruments at fair value through profit or loss:
|
31 March
|
31 March
|
31 March
|
31 March
|
|
2024
|
2024
|
2023
|
2023
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Loan interest received
|
32,622
|
|
30,928
|
|
Loan interest capitalised
|
12,339
|
|
10,018
|
|
Total loan
interest income
|
|
44,961
|
|
40,946
|
Unrealised gains on investments at fair value
through profit or loss
|
12,645
|
|
20,240
|
|
Unrealised losses on investments at fair value
through profit or loss
|
(38,635)
|
|
(37,660)
|
|
Net losses on
investments at fair value through profit or loss
|
|
(25,990)
|
|
(17,420)
|
Net gains on
financial assets at fair value through profit or
loss
|
|
18,971
|
|
23,526
|
Unrealised (losses)/gains on derivative
financial instruments at fair value through profit or
loss
|
(98)
|
|
5,786
|
|
Realised gains on repayment of derivative
financial instruments at fair value through profit or
loss
|
807
|
|
6,067
|
|
Net gains on
derivative financial instruments at fair value through profit or
loss
|
|
709
|
|
11,853
|
Net changes in
fair value of financial assets and derivative financial instruments
at fair value through profit or loss
|
|
19,680
|
|
35,379
|
4.
Taxation
Profits arising in the Company for the period 1
October 2023 to 31 March 2024 are subject to tax at the standard
rate of 0% (31 March 2023: 0%) in accordance with the Income Tax
(Jersey) Law 1961, as amended.
5.
Dividends
Dividends paid for the six month period to 31
March 2024 were 3.50 pence per share (31 March 2023: 3.50 pence per
share) as follows:
|
|
Period ended 31 March
2024
|
Period ended 31 March
2023
|
Quarter ended
|
Dividend
|
Pence
|
£'000
|
Pence
|
£'000
|
Current period
dividends
|
|
|
|
|
|
31 March 2024/231
|
Second interim
dividend
|
1.75
|
-
|
1.75
|
-
|
31 December 2023/22
|
First interim
dividend
|
1.75
|
15,187
|
1.75
|
15,484
|
Total
|
|
3.50
|
-
|
3.50
|
15,484
|
Prior period
dividends
|
|
|
|
|
|
30 September 2023/22
|
Fourth interim
dividend
|
1.75
|
15,190
|
1.75
|
15,484
|
30 June 2023/22
|
Third interim
dividend
|
1.75
|
-
|
1.75
|
-
|
Total
|
|
3.50
|
15,190
|
3.50
|
15,484
|
Dividends in statement of changes in
equity
|
|
|
30,377
|
|
30,968
|
Dividends settled in shares
|
|
|
-
|
|
-
|
Dividends in
cash flow statement
|
|
|
30,377
|
|
30,968
|
1. On 25 April 2024, the Company announced a
second interim dividend of 1.75 pence per ordinary share, amounting
to £15.2 million paid on 4 June 2024 to ordinary shareholders on
the register at 3 May 2024.
In accordance with the Company's constitution,
in respect of the ordinary shares, the Company will distribute the
income it receives to the fullest extent that is deemed appropriate
by the Directors.
In declaring a dividend, the Directors consider
the payment based on a number of factors, including accounting
profit, fair value treatment of investments held, future
investments, reserves, cash balances and liquidity. The payment of
a dividend is considered by the Board and is declared on a
quarterly basis. Dividends are a form of distribution and, under
Jersey Company Law, a distribution may be paid out of capital.
Therefore, the Directors consider the share premium reserve to be a
distributable reserve. Dividends due to the Company's shareholders
are recognised when they become payable.
6. Earnings per
share
Basic and diluted earnings per share are
calculated by dividing total profit and comprehensive income for
the period attributable to ordinary equity holders of the Company
by the weighted average number of ordinary shares in issue during
the period.
|
Total
profit
|
Weighted
|
|
|
and
|
average
|
|
|
comprehensive
|
number of
|
|
|
income
|
ordinary
|
Pence
|
|
£'000
|
shares
|
per share
|
Period ended 31
March 2024
|
|
|
|
Basic and diluted earnings per ordinary
share
|
9,929
|
868,068,252
|
1.14
|
Period ended 31
March 2023
|
|
|
|
Basic and diluted earnings per ordinary
share
|
25,761
|
884,737,778
|
2.91
|
7. Other
payables and accrued expenses
|
|
(Audited)
|
|
31 March
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Investment advisory fees
|
2,064
|
2,132
|
Other payables and accrued expenses
|
956
|
1,916
|
Total
|
3,020
|
4,048
|
8. Interest
bearing loans and borrowings
|
|
(Audited)
|
|
31 March
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Revolving credit facility
|
96,022
|
104,000
|
Unamortised arrangement fees
|
(1,465)
|
(326)
|
Total
|
94,557
|
103,674
|
The table below analyses movements over the
period:
|
|
(Audited)
|
|
31 March
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Opening
balance
|
103,674
|
98,009
|
Changes from
cash flow
|
|
|
Proceeds from revolving credit
facility
|
147
|
55,000
|
Repayment of revolving credit
facility
|
(10,000)
|
(50,000)
|
Drawdown for RCF refinancing fees
|
1,875
|
-
|
Non-cash
changes
|
|
|
Amortisation of loan arrangement fees
|
389
|
665
|
Commitment and other capitalised fees
|
(1,528)
|
-
|
Closing
balance
|
94,557
|
103,674
|
Expired facility
Previously, the Company had a secured RCF of
£190.0 million with Royal Bank of Scotland International, AIB (UK)
Plc, Lloyds Bank Plc, Clydesdale Bank Plc, (trading as Virgin
Money), and Mizuho Bank Limited. The RCF was secured against
underlying assets held by the Company. Interest on amounts drawn
under the facility were charged at SONIA plus 2.0% per annum. A
commitment fee was payable on undrawn amounts of 0.7%.
At the beginning of the period, £104.0 million
was drawn. On 16 February 2024, the facility was repaid as part of
refinancing and entering into a new RCF.
New
facility
On 16 February 2024, the Company entered into a
new secured RCF of £150.0 million with AIB (UK) Plc, Lloyds Bank
Plc, Clydesdale Bank Plc (trading as Virgin Money), and Mizuho Bank
Limited. The RCF is secured against the portfolio of underlying
assets held by the Company. The facility is repayable in March
2027. Interest on amounts drawn under the facility is charged at
SONIA plus 2.0% per annum. A commitment fee of 0.7% per annum is
payable on undrawn amounts. At 31 March 2024, the total amount
drawn on the RCF was c.£96.0 million.
All amounts drawn under the RCF may be used in
or towards the making of investments in accordance with the
Company's investment policy, with additional flexibility to allow
the Company to enhance its working capital management. The facility
provides the Company with continued access to flexible debt
finance, allowing it to take advantage of investment opportunities
as they arise, and may also be used to manage the Company's working
capital requirements from time to time.
The RCF includes loan to value1 and
interest cover1 covenants that are measured at the
Company level. The Company has maintained sufficient headroom
against all measures throughout the financial period and is in full
compliance with all loan covenants at 31 March 2024.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
9. Authorised
and issued share capital
|
|
|
(Audited)
30 September
2023
|
|
31 March 2024
|
|
Number of
|
|
Number of
|
£'000
|
Share capital
|
shares
|
£'000
|
shares
|
|
Ordinary shares
issued and fully paid
|
|
|
|
|
Opening balance
|
884,797,669
|
8,848
|
884,797,669
|
8,848
|
Total shares in
issue
|
884,797,669
|
8,848
|
884,797,669
|
8,848
|
Treasury
shares
|
|
|
|
|
Opening balance
|
(13,565,019)
|
(136)
|
-
|
-
|
Shares repurchased
|
(3,420,000)
|
(34)
|
(13,565,019)
|
(136)
|
Total shares
repurchased and held in treasury
|
(16,985,019)
|
(170)
|
(13,565,019)
|
(136)
|
Total ordinary
share capital excluding treasury shares
|
867,812,650
|
8,678
|
871,232,650
|
8,712
|
Share capital is representative of the nominal
amount of the Company's ordinary shares in issue.
The Company is authorised in accordance with its
Memorandum of Association to issue up to 1.5 billion ordinary
shares, 300 million C shares and 300 million deferred shares, each
having a par value of one pence per share.
|
|
(Audited)
|
|
31 March
|
30
September
|
|
2024
|
2023
|
Share premium
|
£'000
|
£'000
|
Premium on
ordinary shares issued and fully paid:
|
|
|
Opening balance
|
861,118
|
871,606
|
Premium on
equity shares issued through:
|
|
|
Share repurchases
|
(2,149)
|
(10,467)
|
Share repurchase costs
|
(4)
|
(21)
|
Total
|
858,965
|
861,118
|
Share premium represents amounts subscribed for
share capital in excess of nominal value less associated costs of
the issue, less dividend payments charged to premium as and when
appropriate. Share premium is a distributable reserve in accordance
with Jersey Company Law.
The Company's issued share capital is
represented by one class of ordinary shares. Quantitative
information about the Company's share capital is provided in the
statement of changes in equity.
At 31 March 2024, the Company's issued share
capital comprised 884,797,669 ordinary shares (30 September 2023:
884,797,669), of which 16,985,019 (30 September 2023: 13,565,019)
were held in treasury, and there were no C shares or deferred
shares in issue.
The ordinary shares carry the right to dividends
out of the profits available for distribution attributable to each
share class, if any, as determined by the Directors. Each holder of
an ordinary share is entitled to attend meetings of shareholders
and, on a poll, to one vote for each share held.
10. Derivative
financial instruments at fair value through profit or
loss
On 28 September 2023, the Company entered into a
commodity swap agreement with Axpo Solutions AG under the ISDA
master agreement for risk management purposes, which includes full
right of set off. The derivative financial instrument comprises a
commodity swap on electricity/baseload for the purpose of hedging
electricity price market movements, in cases where the Company has
stepped into projects and/or has direct exposure through its
investment structure. The commodity swap agreement expired on 31
March 2024 and was settled in April 2024 in line with the
contractual terms.
On 27 March 2024, the Company entered into a new
commodity swap agreement with Axpo Solutions AG under the same
standard terms, which is due to expire on 30 September 2024. The
Company has been granted a credit line of £50.0 million by Axpo
Solutions AG in order to mitigate the need for regular cash flows
associated with the hedge.
The table below sets out the valuation of the
swap held by the Company at the period end, as provided by Axpo
Solutions AG:
|
|
|
Notional
|
|
|
Total notional
|
quantity
|
Derivative
|
Maturity
|
quantity
|
per hour
|
Commodity swap - electricity/baseload 'summer
2023'
|
30 September
2023
|
4,320 MWh
|
6MW
|
Commodity swap - electricity/baseload 'winter
2023/24'
|
31 March
2024
|
21,960 MWh
|
5MW
|
Commodity swap - electricity/baseload 'summer
2024'
|
30 September
2024
|
35,136 MWh
|
8MW
|
|
|
|
(Audited)
|
|
|
31 March
|
30
September
|
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
Fixed
|
|
|
|
Fixed price: summer 2023 (maturity 30 September
2023)
|
£140.5/MWh
|
-
|
607
|
Fixed price: winter 2023/24 (maturity 31 March
2024)
|
£106.5/MWh
|
396
|
2,339
|
Fixed price: summer 2024 (maturity 30 September
2024)
|
£62.0/MWh
|
2,179
|
-
|
Floating
|
|
|
|
Commodity Reference Price Index: summer
2023
|
Electricity N2EX UK
Power Index Day Ahead
|
-
|
(357)
|
Commodity Reference Price Index: winter
2023/24
|
Electricity N2EX UK
Power Index Day Ahead
|
(230)
|
(2,324)
|
Commodity Reference Price Index: summer
2024
|
Electricity N2EX UK
Power Index Day Ahead
|
(2,178)
|
-
|
Fair
value
|
|
167
|
265
|
11. Financial
instruments
11.1
Capital management
The Company is funded from equity balances,
comprising issued ordinary share capital, as detailed in note 9,
and retained earnings, in addition to a RCF, as detailed in note
8.
The Company may seek to raise additional capital
from time to time, to the extent the Directors and the Investment
Adviser believe the Company will be able to make suitable
investments, with consideration given to the alternatives of share
buybacks and a reduction in leverage. The Company may borrow up to
20% of its NAV at any such time borrowings are drawn down. At the
period end, the Company remains modestly geared with loan to value1
of 10% (30 September 2023: 11%).
11.2
Financial risk management objectives
The Company has an investment policy and
strategy, as summarised above, that sets out its overall investment
strategy and its general risk management philosophy. It also has
established processes to monitor and control these in a timely and
accurate manner. These guidelines are subject to regular
operational reviews undertaken by the Investment Adviser to ensure
the Company's policies are adhered to as it is the Investment
Adviser's duty to identify and assist with the control of risk. The
Investment Adviser reports regularly to the Directors, who have the
ultimate responsibility for the overall risk management
approach.
The Investment Adviser and the Directors ensure
that all investment activity is performed in accordance with
investment guidelines. The Company's investment activities expose
it to various types of risk associated with the financial
instruments and markets in which it invests. Risk is inherent to
the Company's activities and is managed through a process of
ongoing identification, measurement and monitoring. The financial
risks to which the Company is exposed include market risk (which
includes other price risk), interest rate risk, credit risk and
liquidity risk. Furthermore, the Company is exposed to a number of
equity-like interests, 9% of the portfolio by value, either as a
result of the specific targeting of these positions or through
enforcing its security as a result of the occurrence of defaults.
Such exposure is sensitive to changes in market factors, such as
electricity prices, and the operational performance of projects,
and is therefore likely to result in increased volatility in the
valuation of the portfolio.
Geopolitical
and market uncertainties
The wider financial market continues to face
significant challenges, with economic uncertainty persisting across
the UK. Significant political and economic uncertainty continued
during the period, which included higher inflation and a
cost-of-living crisis. The Company's infrastructure investments are
generally low-volatility investments with stable, pre-determined,
long-term, public sector backed revenues; 46% of the Company's
investment portfolio is exposed to some form of inflation
protection mechanism.
The war in Ukraine and the Israel-Hamas conflict
continue to be monitored by the Board and the Investment Adviser
for any potential impact on the Company. The uncertainty around the
conflicts, and the associated global response through sanctions,
has resulted in increased market volatility, particularly in energy
and commodity markets. There have also been significant increases
in gas and power prices, shortages of wheat and other supply chain
disruptions.
There is also uncertainty regarding potential
future Government intervention in the energy market, which may lead
to forecast power prices not being realisable in reality. The
implementation of the Electricity Generator Levy in January 2023
impacted the short-term profitability of certain assets in the
portfolio in the 2023 financial year, however there has been no
impact in the current financial year. The levy will be in place
until 31 March 2028.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Climate
risk
For the second consecutive year, the Investment
Adviser carried out a climate risk assessment for each underlying
portfolio asset to assess the actual and potential impacts of
climate-related risks and opportunities across the portfolio. The
analysis considered both physical and transition risks for each
asset. The data collated was based upon publicly available data on
flood risk and EPC ratings, supplemented by inputs from the
Investment Adviser's portfolio management team and its investment
management team. Further information can be found in the Company's
2023 annual report, which is available on the Company's website.
Based on the climate risk analysis undertaken, the Investment
Adviser does not currently propose to make any material changes to
financial forecasts due to climate risk.
11.3
Market risk
There is a risk that market movements in
interest rates, credit markets and observable yields may decrease
or increase the fair value of the Company's financial assets
without regard to the assets' underlying performance. The fair
value of the Company's financial assets is measured and monitored
on a quarterly basis by the Investment Adviser with the assistance
of the independent Valuation Agent.
The valuation principles used are based on a
discounted cash flow methodology, where applicable. A fair value
for each asset acquired by the Company is calculated by applying a
relevant market discount rate to the contractual cash flows
expected to arise from each asset. At period end, all investments
were classified as Level 3; refer to note 11.7 for additional
information.
The independent Valuation Agent determines the
discount rate that it believes the market would reasonably apply to
each investment taking into account, inter alia, the following
significant inputs:
· Pound Sterling
interest rates;
· movements of
comparable credit markets; and
· observable yields
on other comparable instruments.
In addition, the following are also considered
as part of the overall valuation process:
· general
infrastructure market activity and investor sentiment;
and
· changes to the
economic, legal, taxation or regulatory environment.
The independent Valuation Agent exercises its
judgement in assessing the expected future cash flows from each
investment. Given that the investments of the Company are generally
fixed-income debt instruments (in some cases with elements of
inflation protection) or other investments with a similar economic
effect, the focus of the independent Valuation Agent is assessing
the likelihood of any interruptions to the debt service payments,
in light of the operational performance of the underlying asset.
Where appropriate, the independent Valuation Agent will also
consider long‑term assumptions
that have a direct impact on valuation, such as electricity prices,
inflation and availability. Given fluctuating electricity prices,
the Investment Adviser has continued the Company's hedging
programme to reduce volatility in the portfolio. Further
information can be found in notes 10 and 13.
The table below shows how changes in discount
rates affect the changes in the valuation of financial assets at
fair value. The range of discount rates used reflects the
Investment Adviser's view of a reasonable expectation of valuation
movements across the portfolio over a period of six
months.
31 March
2024
|
|
|
|
|
|
Change in
discount rate
|
0.50%
|
0.25%
|
0.00%
|
(0.25%)
|
(0.50%)
|
Valuation of financial assets at fair value
(£'000)
|
985,381
|
999,199
|
1,013,414
|
1,028,042
|
1,043,101
|
Change in valuation of financial assets at fair
value through profit or loss (£'000)
|
(28,033)
|
(14,215)
|
-
|
14,628
|
29,687
|
At 31 March 2024, the discount rates used in the
valuation of financial assets ranged from 6.58% to 13.00%, with a
rate of 20.00% being applied to one financial asset due to changes
in the perceived risk associated, with one project representing
0.60% of the portfolio. The weighted average discount rate used
across the Company's portfolio at 31 March 2024 was
7.78%.
30 September 2023 (audited)
|
|
|
|
|
|
Change in discount rate
|
0.50%
|
0.25%
|
0.00%
|
(0.25%)
|
(0.50%)
|
Valuation of financial assets at fair value
(£'000)
|
1,016,759
|
1,031,449
|
1,046,568
|
1,062,134
|
1,078,166
|
Change in valuation of financial assets at fair
value through profit or loss (£'000)
|
(29,809)
|
(15,119)
|
-
|
15,566
|
31,598
|
At 30 September 2023, the discount rates used in
the valuation of financial assets ranged from 6.58% to 13.00%, with
a rate of 20.00% applied to one financial asset due to changes in
the perceived risk associated with the project, representing 0.58%
of the portfolio. The weighted average discount rate used across
the Company's portfolio at 30 September 2023 was 7.69%.
11.4
Interest rate risk
Interest rate risk has the following
effect:
Fair value of
financial assets
Interest rates are one of the factors which the
independent Valuation Agent takes into account when valuing
financial assets. Interest rate risk is incorporated by the
independent Valuation Agent into the discount rate applied to
financial assets at fair value through profit or loss. Discount
rate sensitivity analysis is disclosed in note 11.3.
Future cash
flows
The Company primarily invests in senior and
subordinated debt instruments of infrastructure Project Companies.
The financial assets have fixed interest rate coupons, albeit with
inflation protection, and, as such, movements in interest rates
will not directly affect the future cash flows payable to the
Company.
Interest rate hedging may be carried out to seek
protection against falling interest rates in relation to assets
that do not have a minimum fixed rate of return acceptable to the
Company in line with its investment policy and strategy. No
interest rate hedging was undertaken at period end.
Where the debt instrument is subordinated, the
Company is indirectly exposed to the gearing of the infrastructure
Project Companies. The Investment Adviser ensures as part of its
due diligence that the Project Company debt, ranking senior to the
Company's investment, has been, where appropriate, hedged against
movements in interest rates through the use of interest rate swaps.
At 31 March 2024, the Company had not entered into any interest
rate swap contracts (30 September 2023: none).
Borrowings
During the period, the Company made use of its
RCF, which is used to finance investments and manage its working
capital requirements; details of the RCF are given in note
8.
The new facility has a three year term and was
refinanced on similar terms to the previous RCF, with the most
notable amendment being the introduction of additional flexibility
in utilisations and repayments to allow the Company to enhance its
working capital management.
The amounts drawn under the RCF were £96.0
million (31 March 2023: £154.0 million).
The following table shows an estimate of the
sensitivity of the drawn amounts under the RCF to interest rate
changes of 100, 200 and 300 basis points in a six month period,
with all other variables held constant.
31 March
2024
|
|
|
|
|
|
|
|
Change in
interest rates
|
3.0%
|
2.0%
|
1.0%
|
0.0%
|
(1.0%)
|
(2.0%)
|
(3.0%)
|
Interest expense (£'000)
|
4,895
|
4,415
|
3,935
|
3,455
|
2,975
|
2,495
|
2,015
|
Change in interest expense (£'000)
|
1,440
|
960
|
480
|
-
|
(480)
|
(960)
|
(1,440)
|
31 March 2023
|
|
|
|
|
|
|
|
Change in interest rates
|
3.0%
|
2.0%
|
1.0%
|
0.0%
|
(1.0%)
|
(2.0%)
|
(3.0%)
|
Interest expense (£'000)
|
7,067
|
6,297
|
5,527
|
4,757
|
3,987
|
3,217
|
2,447
|
Change in interest expense (£'000)
|
2,310
|
1,540
|
770
|
-
|
(770)
|
(1,540)
|
(2,310)
|
Other
financial assets and liabilities
Bank deposits are exposed to and affected by
fluctuations in interest rates. However, the impact of interest
rate risk on these assets and liabilities is not considered
material.
11.5
Credit risk
Credit risk refers to the risk that the
counterparty to a financial instrument will fail to discharge an
obligation or commitment it has entered into with the Company. The
assets classified at fair value through profit or loss do not have
a published credit rating; however, the Investment Adviser monitors
the financial position and performance of the Project Companies on
a regular basis to ensure that credit risk is appropriately
managed.
The Company is exposed to different levels of
credit risk across its assets. Per the unaudited interim condensed
statement of financial position, the Company's total exposure to
credit risk is £1,031.0 million (30 September 2023: £1,064.0
million), which is the balance of total assets less other
receivables and prepayments. As a matter of general policy, cash is
held at a number of financial institutions to spread credit risk,
with cash awaiting investment held on behalf of the Company at
banks carrying a minimum rating of A-1, P-1 or F1 from Standard
& Poor's, Moody's or Fitch respectively or in one or more
similarly rated money market or short-dated gilt funds. Cash is
generally held on a short‑term
basis, pending subsequent investment. The amount of working capital
that may be held at RBSI is limited to the higher of £4.0 million
or one-quarter of the Company's running costs. Any excess
uninvested/surplus cash is held at other financial institutions
with minimum credit ratings described above. The maximum amount
that can be held at any one of these other financial institutions
is £25.0 million or 25% of total cash balances, whichever is
largest. It is also recognised by the Board that the arrival of
ring-fenced banking has impacted the availability of A-rated
banks.
Before an investment decision is made, the
Investment Adviser performs extensive due diligence by using
professional third party advisers, including technical advisers,
financial and legal advisers, and valuation and insurance experts.
After an investment is made, the Investment Adviser uses detailed
cash flow forecasts to assess the continued creditworthiness of
Project Companies and their ability to pay costs as they fall due.
The forecasts are regularly updated with information provided by
the Project Companies in order to monitor ongoing financial
performance.
The Project Companies receive a significant
portion of revenue from government departments and public sector or
local authority clients.
The Project Companies are reliant on their
subcontractors, particularly facilities managers, continuing to
perform their service delivery obligations such that revenues are
not disrupted. The credit standing of each significant
subcontractor is monitored by the Investment Adviser on an ongoing
basis, and significant exposures are reported to the Directors on a
quarterly basis.
The concentration of credit risk to any
individual project did not exceed 10% of the Company's portfolio at
the period end, which is the maximum amount permissible per the
Company's investment policy. The Investment Adviser regularly
monitors the concentration of risk, based upon the nature of each
underlying project, to ensure there is appropriate diversification
and risk remains within acceptable parameters.
The concentration of credit risk associated with
counterparties is deemed low due to asset and sector
diversification. The underlying counterparties are typically public
sector entities which pay pre-determined, long-term, public sector
backed revenue in the form of subsidy payments (i.e. FiT and ROCs
payments) for renewables transactions, unitary charge payments for
PFI transactions or lease payments for social housing projects. In
the view of the Investment Adviser and Board, the public sector
generally has both the ability and willingness to support the
obligations of these entities.
As noted in the Company's 2023 annual report,
and following the Russian invasion of Ukraine, there has been an
increase in the volatility of electricity market prices. These
dynamics have resulted in the collapse of some energy suppliers.
The Company has exposure to certain electricity suppliers through
offtake arrangements with renewable project borrowers. To date, the
Company has not been directly impacted by suppliers that have
collapsed.
Through its usual systems and processes, the
Investment Adviser monitors the credit standing of all customers
and suppliers and believes that where offtakers have supply
businesses, they are in a strong position to continue such
arrangements. In any case, the Investment Adviser considers the
offtake market for renewable projects to be a liquid and
competitive sector, meaning any arrangements terminated as part of
an offtaker collapse could be easily replaced by a new third
party.
The credit risk associated with each Project
Company is further mitigated because the cash flows receivable are
secured over the assets of the Project Company, which in turn has
security over the assets of the underlying projects. The debt
instruments held by the Company are held at fair value, and the
credit risk associated with these investments is one of the factors
which the independent Valuation Agent takes into account when
valuing the financial assets.
Changes in credit risk affect the discount rate.
The sensitivity of the fair value of the financial assets at fair
value through profit or loss to possible changes to the discount
rates is disclosed in note 11.3. The Directors have assessed the
credit quality of the portfolio at the period end and, based on the
parameters set out above, are satisfied that credit quality remains
within an acceptable range for long‑dated debt.
On 28 September 2023, the Company entered into a
commodity swap agreement with Axpo Solutions AG under the ISDA's
master agreement for risk management purposes. The ISDA master
agreement is an internationally agreed document which is used to
provide certain legal and credit protection for parties who enter
into financial derivatives transactions. It includes standard terms
which detail what happens if a default occurs to one of the parties
and how derivative transactions are terminated following a default,
including the grounds under which one of the parties can force
close-out due to the occurrence of a default event by the other
party. The agreement also includes full right of set
off.
This commodity swap agreement expired on 31
March 2024 and was fully settled in April 2024 in line with the
contractual terms. On 27 March 2024, the Company entered into a new
commodity swap agreement with Axpo Solutions AG under the same
standard terms.
The Company has not been required to post
collateral in respect of the commodity swap agreement. There is
potential for credit risk in relation to the arrangement depending
on whether the arrangement is an asset or a liability at any point
in time. At the date of the report, the Company's exposure to
credit risk relating to the commodity swap agreement is £0.2
million. Axpo Solutions AG is a Swiss‑based energy supply and trading business and,
together with its partners, operates over 100 power stations as the
largest renewable generator in Switzerland. The business has over
5,000 employees and operates in 30 countries. Axpo Solutions AG is
wholly owned by the cantons and cantonal utilities of North-eastern
Switzerland. The Directors are satisfied that the credit risk
associated with Axpo Solutions AG as a counterparty is minimal and
remains within the Company's risk appetite.
Further information on derivative financial
instruments is given in note 10.
11.6
Liquidity risk
Liquidity risk is defined as the risk that the
Company will face difficulties in meeting obligations associated
with financial liabilities that are settled by delivering cash or
another financial asset. Exposure to liquidity risk arises because
of the possibility that the Company could be required to pay its
liabilities earlier than expected. The Company's objective is to
maintain a balance between the continuity of funding and
flexibility through the use of bank deposits and interest bearing
loans and borrowings.
The table below analyses the Company's financial
assets and liabilities in relevant maturity groupings based on the
remaining period from the period end to the contractual maturity
date. The Directors have elected to present both assets and
liabilities in the liquidity disclosure to illustrate the net
liquidity exposure of the Company.
All cash flows in the table below are on an
undiscounted basis.
|
Less than
|
One to
|
Three to
|
Greater than
|
|
|
one
month
|
three
months
|
twelve
months
|
twelve
months
|
Total
|
31 March
2024
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Non derivative
financial assets
|
|
|
|
|
|
Cash and cash equivalents
|
17,749
|
-
|
-
|
-
|
17,749
|
Other receivables and prepayments
|
-
|
-
|
165
|
-
|
165
|
Financial assets at fair value through profit or
loss
|
11,763
|
50,529
|
98,153
|
1,653,083
|
1,813,528
|
Derivative
financial instruments at fair value through profit or
loss
|
|
|
|
|
|
Inflows
|
753
|
726
|
1,096
|
-
|
2,575
|
Outflows
|
(585)
|
(698)
|
(1,124)
|
-
|
(2,407)
|
Total financial
assets
|
29,680
|
50,557
|
98,290
|
1,653,083
|
1,831,610
|
Financial
liabilities
|
|
|
|
|
|
Other payables and accrued expenses
|
-
|
(3,020)
|
-
|
-
|
(3,020)
|
Interest bearing loans and borrowings
|
(600)
|
(1,220)
|
(5,480)
|
(109,741)
|
(117,041)
|
Total financial
liabilities
|
(600)
|
(4,240)
|
(5,480)
|
(109,741)
|
(120,061)
|
Net
exposure
|
29,080
|
46,317
|
92,810
|
1,543,342
|
1,711,549
|
|
Less than
|
One to
|
Three to
|
Greater
than
|
|
|
one
month
|
three
months
|
twelve
months
|
twelve
months
|
Total
|
30 September 2023 (audited)
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Non derivative
financial assets
|
|
|
|
|
|
Cash and cash equivalents
|
16,867
|
-
|
-
|
-
|
16,867
|
Other receivables and prepayments
|
-
|
-
|
575
|
-
|
575
|
Financial assets at fair value through profit or
loss
|
-
|
3,498
|
107,523
|
1,785,689
|
1,896,710
|
Derivative
financial assets at fair value through profit or
loss
|
|
|
|
|
|
Inflows
|
607
|
-
|
2,339
|
-
|
2,946
|
Outflows
|
(357)
|
-
|
(2,324)
|
-
|
(2,681)
|
Total financial
assets
|
17,117
|
3,498
|
108,113
|
1,785,689
|
1,914,417
|
Financial
liabilities
|
|
|
|
|
|
Other payables and accrued expenses
|
-
|
(4,048)
|
-
|
-
|
(4,048)
|
Interest bearing loans and borrowings
|
-
|
(2,040)
|
(105,951)
|
-
|
(107,991)
|
Total financial
liabilities
|
-
|
(6,088)
|
(105,951)
|
-
|
(112,039)
|
Net
exposure
|
17,117
|
(2,590)
|
2,162
|
1,785,689
|
1,802,378
|
11.7
Fair values of financial assets
Basis of
determining fair value
Loan notes
The independent Valuation Agent carries out
quarterly valuations of the financial assets of the Company. These
valuations are reviewed by the Investment Adviser and the
Directors. The subsequent NAV produced is reviewed and approved by
the Directors on a quarterly basis.
The basis for the independent Valuation Agent's
valuations is described in note 11.3.
Derivative financial
instruments
The valuation principles used are based on
inputs from observable market data, which is a commonly quoted
electricity price index, and most closely reflects a Level 2 input.
The fair value of the derivative financial instrument is derived
from its mark-to-market ("MtM") valuation provided by Axpo
Solutions AG on a quarterly basis. The MtM value is calculated
based on the fixed leg of the commodity swap offset by the market
price of the floating leg which is indexed to the Electricity N2EX
UK Power Index Day Ahead. The Investment Adviser monitors the
exposure internally using its own valuation system. Further
information on derivative financial instruments is given in notes
10 and 13.
Fair value
measurements
Investments are measured and reported at fair
value and are classified and disclosed in one of the following fair
value hierarchy levels depending on whether their fair value is
based on:
· Level 1: quoted
prices in active markets for identical assets or
liabilities;
· Level 2: inputs
other than quoted prices included in Level 1 that are observable
for the asset or liability, either directly (as prices) or
indirectly (derived from prices); and
· Level 3: inputs
for the asset or liability that are not based on observable market
data (unobservable inputs).
An investment is always categorised as Level 1,
2 or 3 in its entirety. In certain cases the fair value measurement
for an investment may use a number of different inputs that fall
into different levels of the fair value hierarchy. In such cases,
an investment level within the fair value hierarchy is based on the
lowest level of input that is significant to the fair value
measurement. The assessment of the significance of a particular
input to the fair value measurement requires judgement and is
specific to the investment.
The Company recognises transfers between levels
of the fair value hierarchy at the end of the reporting period
during which the change has occurred.
The table below analyses all investments held by
the level in the fair value hierarchy into which the fair value
measurement is categorised:
|
|
|
(Audited)
|
|
|
31 March
|
30
September
|
|
Fair value
|
2024
|
2023
|
|
hierarchy
|
£'000
|
£'000
|
Financial
assets at fair value through profit or loss
|
|
|
|
Loan notes
|
Level 3
|
1,013,414
|
1,046,568
|
Derivative financial instruments at fair value
through profit or loss
|
Level 2
|
167
|
265
|
Discount rates between 6.58% and 13.00% (30
September 2023: 6.58% and 13.00%) were applied to investments
categorised as Level 3, with a rate of 20.00% applied to one
financial asset representing 0.60% of the portfolio. This asset
shows no change in perceived risk since 30 September 2023. The
Directors have classified financial instruments depending on
whether or not there is a consistent data set with comparable and
observable transactions and discount rates. The Directors have
classified all loan notes as Level 3. No transfers were made
between levels in the period.
The following table shows a reconciliation of
all movements in the fair value of financial instruments
categorised within Level 3 between the beginning and end of the
period:
|
|
(Audited)
|
|
31 March
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Opening
balance
|
1,046,568
|
1,087,331
|
Purchases of financial assets at fair value
through profit or loss
|
12,339
|
138,698
|
Repayments of financial assets at fair value
through profit or loss
|
(19,503)
|
(128,012)
|
Net realised gains on disposal of investments at
fair value through profit or loss
|
-
|
137
|
Unrealised gains on investments at fair value
through profit or loss
|
12,645
|
15,017
|
Unrealised losses on investments at fair value
through profit or loss
|
(38,635)
|
(66,603)
|
Closing
balance
|
1,013,414
|
1,046,568
|
The tables below show the reconciliation of
purchases and repayments of financial assets at fair value through
profit or loss to the statement of cash flows:
|
31 March
|
31 March
|
|
2024
|
2023
|
Purchases
|
£'000
|
£'000
|
Purchases of financial assets at fair value
through profit or loss
|
(12,339)
|
(75,098)
|
Loan interest capitalised
|
12,339
|
10,018
|
Purchases of financial assets at fair value
through profit or loss in statement of cash flows
|
-
|
(65,080)
|
|
31 March
|
31 March
|
|
2024
|
2023
|
Repayments
|
£'000
|
£'000
|
Repayments of financial assets at fair value
through profit or loss
|
19,503
|
24,896
|
Repayments of financial assets at fair value
through profit or loss in statement of cash flows
|
19,503
|
24,896
|
For the Company's financial instruments
categorised as Level 3, changing the discount rates used to value
the underlying instruments alters the fair value. A change in the
discount rates used to value the Level 3 investments would affect
the valuation as shown in the table in note 11.7.
In determining the discount rates for
calculating the fair value of financial assets at fair value
through profit or loss, movements to Pound Sterling interest rates,
comparable credit markets and observable yields on comparable
instruments could give rise to changes in the discount
rate.
The Directors considered the inputs used in the
valuation of investments and the appropriateness of their
classification in the fair value hierarchy. Should the valuation
approach change, causing an investment to meet the characteristics
of a different level of the fair value hierarchy, it will be
reclassified accordingly in the appropriate period.
12. Related
party disclosures
As defined by IAS 24 Related Party Disclosures,
parties are considered to be related if one party has the ability
to control the other party or exercise significant influence over
the other party in making financial or operational
decisions.
Directors
The non-executive Directors are considered to be
the key management personnel of the Company. Directors'
remuneration comprised of Directors' fees and expenses incurred in
the period, which totalled £225,000 (31 March 2023: £215,000). This
is in line with the Directors' remuneration policy as disclosed in
the 2023 annual report. At 31 March 2024, liabilities in respect of
these services amounted to £111,000 (30 September 2023:
£106,000).
At 31 March 2024, the Directors, together with
their family members, held the following shares in the
Company:
|
|
|
(Audited)
|
|
31 March 2024
|
30 September
2023
|
|
Shares
|
% of total
|
Shares
|
% of total
|
Director
|
held
|
voting rights
|
held
|
voting
rights
|
Andrew Didham
|
132,896
|
0.015
|
93,024
|
0.011
|
Dawn Crichard
|
80,463
|
0.009
|
75,261
|
0.009
|
Julia Chapman
|
60,446
|
0.007
|
60,446
|
0.007
|
Alex Yew
|
55,000
|
0.006
|
20,000
|
0.002
|
Steven Wilderspin
|
15,000
|
0.002
|
15,000
|
0.002
|
Andrew Didham is an executive vice chairman at
Rothschild & Co, presently on a part‑time basis. Rothschild & Co is engaged by
the Company to provide ongoing investor relations support. The
Company and Rothschild & Co maintain procedures to ensure that
Mr Didham has no involvement in either the decisions concerning the
engagement of Rothschild & Co or the provision of investor
relation services to the Company.
Investment Adviser
The Company is party to an Investment Advisory
Agreement with the Investment Adviser, which was most recently
amended and restated on 26 January 2023, pursuant to which the
Company has appointed the Investment Adviser to provide advisory
services relating to the assets on a day-to-day basis in accordance
with its investment objectives and policies, subject to the overall
supervision and direction of the Board of Directors. As a result of
the responsibilities delegated under this agreement, the Company
considers it to be a related party by virtue of being 'key
management personnel'.
Under the terms of the Investment Advisory
Agreement, the notice period of the termination of the Investment
Adviser by the Company is 24 months. The remuneration of the
Investment Adviser is set out below.
For its services to the Company, the Investment
Adviser receives an annual fee at the rate of 0.9% (or such lesser
amount as may be demanded by the Investment Adviser at its own
absolute discretion) multiplied by the sum of:
· the NAV of the
Company; less
· the value of the
cash holdings of the Company pro rata to the period for which such
cash holdings have been held.
The Investment Adviser is also entitled to claim
for expenses arising in relation to the performance of certain
duties and, at its discretion, an arrangement fee of 1% of the
value of qualifying transactions (where possible, the Investment
Adviser seeks to charge this fee to the borrower).
The Investment Adviser receives a fee of 0.25%
of the aggregate gross proceeds from any issue of new shares in
consideration for the provision of marketing and investor
introduction services.
The Company's Investment Adviser is authorised
as an AIFM by the FCA under the UK AIFM Regime. The Company has
provided disclosures on its website, incorporating the requirements
of the UK AIFM Regime. The Investment Adviser receives an annual
fee of £70,000 in relation to its role as the Company's AIFM,
increased annually at the rate of the RPI.
During the period, the Company expensed
£4,191,000 (31 March 2023: £4,385,000) in respect of investment
advisory fees, marketing fees and transaction management and
documentation services. At 31 March 2024, liabilities in respect of
these services amounted to £2,064,000 (30 September 2023:
£2,132,000).
The Directors and employees of the Investment
Adviser also sit on the boards of, and control, several SPVs
through which the Company invests. The Company has delegated the
day-to-day operations of these SPVs to the Investment Adviser
through the Investment Advisory Agreement.
At 31 March 2024, the key management personnel
of the Investment Adviser, together with their family members,
directly or indirectly held 940,639 ordinary shares in the Company,
equivalent to 0.106% of the issued share capital (30 September
2023: 1,017,800 ordinary shares, 0.115% of the issued share
capital).
13. Subsequent
events after the reporting date
The Company declared, on 25 April 2024, a second
interim dividend of 1.75 pence per ordinary share, amounting to
£15.2 million, which was paid on 4 June 2024 to ordinary
shareholders who were recorded on the register at close of business
on 3 May 2024.
On 3 April 2024, the Company's winter 2023/24
commodity swap, which matured on 31 March 2024, was settled in line
with contractual terms.
Post period end, Andrew Didham and Alex Yew,
together with their family members, purchased a further 13,499 and
20,000 shares in the Company, respectively.
In April 2024, the Company disposed of its
interest in loan notes secured against Blackcraig Wind Farm, a
52.9MW onshore wind farm located outside Dumfries and Galloway in
Scotland, for £31.0 million including principal and interest, at a
6.4% premium to its valuation at 31 March 2024.
Post period end, the Company made two advances
totalling £0.2 million, all of which was capitalised interest. The
Company received repayments totalling £28.8 million in respect of
15 investments, including Blackcraig Wind Farm, as detailed
above.
Post year end, the Company drew down an amount
of £12.0 million and repaid an aggregate amount of £40.0 million on
the RCF, resulting in a total drawn amount of £68.0
million.
14.
Non-consolidated SPVs
As explained in note 2.2, the Company invests
through certain SPVs which are not consolidated in these financial
statements due to the Company meeting the criteria of an investment
entity and therefore applying the exemption to consolidation under
IFRS 10. The Company has measured its financial interests in these
SPVs at fair value through profit or loss.
Refer to note 11 of the 2023 annual report for
the details of contractual arrangements between the Company and the
SPVs and to the risk disclosures in note 11 for details of events
or conditions that could expose the Company to losses.
During the period, the Company did not provide
financial support to the unconsolidated SPVs.
For details of the non-consolidated SPVs, refer
to the Company's annual report and financial statements for the
year ended 30 September 2023.
15. Ultimate
controlling party
It is the view of the Directors that there is no
ultimate controlling party.
Alternative performance measures
The Board and the Investment Adviser assess the
Company's performance using a variety of measures that are not
defined under IFRS and are therefore classed as alternative
performance measures ("APMs").
Where possible, reconciliations to IFRS are
presented from the APMs to the most appropriate measure prepared in
accordance with IFRS. All items listed below are IFRS financial
statement line items unless otherwise stated.
APMs should be read in conjunction with the
unaudited interim condensed statement of comprehensive income, the
unaudited interim condensed statement of financial position, the
unaudited interim condensed statement of cash flows and the
unaudited interim condensed statement of changes in equity, which
are presented in the unaudited interim condensed financial
statements section of this report. The APMs below may not be
directly comparable to measures used by other companies.
Adjusted
earnings cover
Ratio of the Company's adjusted net
earnings1 per share to the dividend per share. This
metric seeks to show the Company's right to receive future net cash
flows by way of interest income from the portfolio of investments,
by removing: (i) the effect of pull-to-par; and (ii) any upward or
downward revaluations of investments, which are functions of
accounting for financial assets at fair value under IFRS 9, and do
not contribute to the Company's ability to generate cash
flows.
|
31 March
|
31 March
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Adjusted earnings per
share1
|
3.6
|
3.8
|
Dividend per share
|
3.5
|
3.5
|
Times
covered
|
1.0
|
1.1
|
Adjusted
earnings per share
The Company's adjusted net earnings1
divided by the weighted average number of shares.
|
31 March
|
31 March
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Adjusted net earnings1
|
31,273
|
33,680
|
Weighted average number of shares
|
868,068,252
|
884,737,778
|
Adjusted
earnings per share
|
3.6
|
3.8
|
Adjusted loan
interest capitalised
In respect of a period, a measure of loan
interest capitalised adjusted for amounts subsequently paid as part
of repayments.
|
31 March
|
31 March
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Capitalised (planned)
|
7,665
|
8,301
|
Capitalised (unscheduled)
|
4,674
|
1,717
|
Loan interest
capitalised
|
12,339
|
10,018
|
Capitalised amounts subsequently settled as part
of repayments
|
(4,910)
|
(4,752)
|
Adjusted loan
interest capitalised
|
7,429
|
5,266
|
Adjusted loan
interest received
In respect of a period, a measure of loan
interest received adjusted for loan interest capitalised and
subsequently paid as part of repayments or disposal
proceeds.
|
31 March
|
31 March
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Loan interest received
|
32,622
|
30,928
|
Capitalised amounts settled as part of final
repayment or disposal proceeds
|
-
|
-
|
Capitalised amounts subsequently settled as part
of repayments
|
4,910
|
4,752
|
Adjusted loan
interest received
|
37,532
|
35,680
|
Adjusted net
earnings
In respect of a period, a measure of the loan
interest accrued2 by the portfolio less total expenses
and finance costs. This metric is used in the calculation of
adjusted earnings cover1.
|
31 March
|
31 March
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Total profit and comprehensive income
|
9,929
|
25,761
|
Less: income/gains on financial assets at fair
value through profit or loss
|
(18,971)
|
(23,526)
|
Less: gains on derivative financial instruments
at fair value through profit or loss
|
(709)
|
(11,853)
|
Less: other operating income
|
(240)
|
(171)
|
Add: loan interest
accrued2
|
41,264
|
43,469
|
Adjusted net
earnings
|
31,273
|
33,680
|
1. APM - refer to relevant APM above and below
for further information.
2. APM - refer to relevant APM above and below
for further information.
Aggregate
downward revaluations since IPO (annualised)
A measure of the Company's ability to preserve
the capital value of its investments over the long term. It is
calculated as total aggregate downward revaluations divided by
total invested capital since IPO expressed as a time weighted
annual percentage.
|
31 March
|
31 March
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Total aggregate downward revaluations
since IPO
|
(98,476)
|
(74,896)
|
Total invested capital since IPO
|
1,932,693
|
1,877,849
|
Percentage (annualised)
|
0.38%
|
0.31%
|
Average
NAV
The average of the six net asset valuations
calculated monthly over the relevant period.
Discount
The price at which the shares of the Company
trade below the NAV per share.
Dividend
yield
A measure of the quantum of dividends paid to
shareholders relative to the market value per share. It is
calculated by dividing the dividend per share for the twelve month
period to 31 March 2024 by the share price at the period
end.
Earnings
cover
Ratio of the Company's earnings per share to the
dividend per share.
|
31 March
|
31 March
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Earnings per share
|
1.1
|
2.9
|
Dividend per share
|
3.5
|
3.5
|
Times
covered
|
0.3
|
0.8
|
Interest
cover
The ratio of total loan interest income to
finance costs expressed as a percentage.
Loan interest
accrued
The measure of the value of interest accruing on
a loan in respect of a period, calculated based on the contractual
interest rate stated in the loan documentation.
Loan interest accrued differs from net
income/gains on financial assets at fair value through profit or
loss, as recognised under IFRS 9, as it does not
include:
· the impact of
realised and unrealised gains and losses on financial assets at
fair value through profit or loss;
· the impact of
'pull-to-par' in the unwinding of discount rate adjustments over
time (where the weighted average discount rate used to value
financial assets differs from the interest rate stated in the loan
documentation);
· the impact of
cash flows from loan interest received;
· the impact of
loan interest capitalised; and
· the impact of
loan principal indexation applied.
This metric is used in the calculation of
adjusted net earnings1.
Loan to
value
A measure of the indebtedness of the Company at
the period end, expressed as interest bearing loans and borrowings
as a percentage of net assets.
1. APM - refer to relevant APM above for further
information.
NAV total
return
A measure showing how the NAV per share has
performed over a period of time, taking into account both capital
returns and dividends paid to shareholders, expressed as a
percentage. It assumes that dividends paid to shareholders are
reinvested at NAV at the time the shares are quoted
ex‑dividend.
This is a standard performance metric across the
investment industry and allows for comparability across the
sector.
Source: Investment Adviser
Ongoing charges
ratio
Ongoing charges ratio is a measure of the annual
percentage reduction in shareholder returns as a result of
recurring operational expenses, assuming markets remain static and
the portfolio is not traded.
This is a standard performance metric across the
investment industry and allows comparability across the sector; it
is calculated in accordance with the AIC's recommended
methodology.
|
31 March
|
31 March
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Investment advisory fees
|
4,191
|
4,385
|
Directors' fees
|
225
|
215
|
Administration expenses
|
1,224
|
1,068
|
Total
expenses
|
5,640
|
5,668
|
Less: non-recurring expenses
|
(23)
|
(44)
|
Annualised
|
11,280
|
11,424
|
Average
NAV1
|
963,209
|
1,002,615
|
Ongoing charges
ratio
|
1.2
|
1.1
|
Premium
The price at which the shares of the Company
trade above the NAV per share.
Total
shareholder return
A measure of the performance of a company's
shares over time. It combines share price movements and dividends
to show the total return to the shareholder expressed as a
percentage. It assumes that dividends are reinvested in shares at
the time the shares are quoted ex‑dividend.
This is a standard performance metric across the
investment industry and allows for comparability across the
sector.
Source: Bloomberg
Weighted
average annualised yield
The weighted average yield on the investment
portfolio calculated based on the yield of each investment weighted
by the principal balance outstanding on such investment, expressed
as a percentage.
The yield forms a component of investment cash
flows used for the valuation of financial assets at fair value
through profit or loss under IFRS 9. It is calculated including
borrower company leverage but before any Company level
leverage.
The yield forms a component of investment cash
flows used for the valuation of financial assets at fair value
through profit or loss under IFRS 9.
1. APM - refer to relevant APM above for further
information.
Glossary of key terms
Adjusted earnings cover
Refer to APMs section above
Adjusted earnings per share
Refer to APMs section above
Adjusted loan interest capitalised
Refer to APMs section above
Adjusted loan interest received
Refer to APMs section above
Adjusted net earnings
Refer to APMs section above
Aggregate downward revaluations since IPO
(annualised)
Refer to APMs section above
AIC
Association of Investment Companies
AIFM
Alternative Investment Fund Manager
Average life
The weighted average term of the loans in the
investment portfolio
Borrower
The special purpose company which owns and
operates an asset
C shares
A share class issued by the Company from time to
time. Conversion shares are used to raise new funds without
penalising existing shareholders. The funds raised are
ring‑fenced from the rest of
the Company until they are substantially invested
CIF Law
Collective Investment Funds (Jersey) Law
1988
The Company
GCP Infrastructure Investments
Limited
Deferred shares
Redeemable deferred shares of £0.01 each in the
capital of the Company arising from C share conversion
Discount
Refer to APMs section above
Dividend yield
Refer to APMs section above
DTR
Disclosure Guidance and Transparency Rules of
the FCA
Earnings cover
Refer to APMs section above
ESG
Environmental, social and governance
EU
European Union
FCA
Financial Conduct Authority
FiT
Feed-in tariff
IFRS
International Financial Reporting
Standards
Interest cover
Refer to APMs section above
IPO
Initial public offering
ISDA
International Swaps and Derivatives
Association
Jersey Company Law
The Companies (Jersey) Law 1991 (as
amended)
KPIs
Key performance indicators
KPMG
KPMG Channel Islands Limited
Loan interest accrued
Refer to APMs section above
Loan to value
Refer to APMs section above
LSE
London Stock Exchange
MW
Megawatt
NAV
Net asset value
NAV total return
Refer to APMs section above
OBR
The Office for Budget Responsibility
Official List
The Official List of the FCA
Ongoing charges ratio
Refer to APMs section above
Ordinary shares
The ordinary share capital of the
Company
PFI
Private finance initiative
PPA
Power purchase agreement
PPP
Public-private partnership
Premium
Refer to APMs section above
Project Company
A special purpose company which owns and
operates an asset
Public sector backed
All revenues arising from UK central Government
or local authorities or from entities themselves substantially
funded by UK central Government or local authorities, obligations
of NHS Trusts, UK registered social landlords and universities and
revenues arising from other Government‑sponsored or administered initiatives for
encouraging the use of renewable or clean energy in the
UK
Pull-to-par
The effect on income recognised in future
periods from the application of a new discount rate to an
investment
RBSI
Royal Bank of Scotland International
Limited
RCF
Revolving credit facility with AIB (UK) Plc,
Lloyds Bank Plc, Clydesdale Bank Plc, (trading as Virgin Money),
and Mizuho Bank Limited (formerly with RBSI, AIB Group (UK) plc,
Lloyds Group plc, Clydesdale Bank plc and Mizuho Bank)
RHI
Renewable heat incentive
ROCs
Renewable obligation certificates
Senior ranking security
Security that gives a loan priority over other
debt owed by the issuer in terms of control and repayment in the
event of default or issuer bankruptcy
SONIA
Sterling Overnight Interbank Average
rate
SPV
Special purpose vehicle through which the
Company invests
Total shareholder return
Refer to APMs section above
UK AIFM Regime
Together, The Alternative Investment Fund
Managers Regulations 2013 (as amended by The Alternative Investment
Fund Managers (Amendment etc.) (EU Exit) Regulations 2019) and the
Investment Funds sourcebook forming part of the FCA Handbook, as
amended from time to time
Weighted average annualised yield
Refer to APMs section above
Weighted average discount rate
A rate of return used in valuation to convert a
series of future anticipated cash flows to present value under a
discounted cash flow approach. It is calculated with reference to
the relative size of each investment
Corporate information
The
Company
GCP
Infrastructure Investments Limited
IFC 5
St Helier
Jersey JE1 1ST
Contact:
jerseyinfracosec@apexgroup.com
Corporate website: www.gcpinfra.com
Directors
Andrew Didham (Chairman)
Julia Chapman (Senior Independent
Director)
Michael Gray
Steven Wilderspin
Dawn Crichard
Alex Yew
Administrator,
Secretary and registered office of the Company
Apex
Financial Services (Alternative Funds) Limited
IFC 5
St Helier
Jersey JE1 1ST
Tel: +44 (0)1534 722787
Advisers on
English law
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
Advisers on
Jersey Company Law
Carey Olsen Jersey LLP
47 Esplanade
St Helier
Jersey JE1 0BD
Depositary
Apex
Financial Services (Corporate) Limited
IFC 5
St Helier
Jersey JE1 1ST
Financial
Adviser and Joint Broker
Stifel Nicolaus Europe
Limited
150 Cheapside
London EC2V 6ET
Tel: +44 (0)20 7710 7600
RBC
Capital Markets
100 Bishopsgate
London EC2N 64AA
Tel: +44 (0)20 653 4000
Independent
Auditor
KPMG
Channel Islands Limited
37 Esplanade
St Helier
Jersey JE4 8WQ
Investment
Adviser, AIFM and Security Trustee
Gravis Capital Management
Limited
24 Savile Row
London W1S 2ES
Tel: +44 (0)20 3405 8500
Operational
bankers
Barclays Bank PLC, Jersey
Branch
13 Library Place
St Helier
Jersey JE4 8NE
BNY
Mellon
1 Piccadilly Gardens
Manchester M1 1RN
Lloyds Bank International
Limited
9 Broad Street
St Helier
Jersey JE4 8NG
Royal Bank of Scotland International
Limited
71 Bath Street
St Helier
Jersey JE4 8PJ
Public
relations
Quill PR (Buchanan
Communications)
107 Cheapside
London EC2V 6DN
Registrar
Link
Market Services (Jersey) Limited
IFC 5
St Helier
Jersey JE1 1ST
Valuation
Agent
Mazars LLP
Tower Bridge House
St Katharine's Way
London E1W 1DD
For further information, please
contact:
Gravis Capital Management Limited +44 (0)20 3405 8500
Philip Kent
Ed Simpson
Max Gilbert
Stifel Nicolaus
Europe Limited +44 (0)20 7710
7600
Edward Gibson-Watt
Jonathan Wilkes-Green
Quill/Buchanan +44 (0)20 7466
5000
Helen Tarbet
Sarah Gibbons-Cook
Henry Wilson
Notes to
Editors
GCP Infra is a closed-ended
investment company and FTSE-250 constituent, its shares are traded
on the main market of the London Stock Exchange. The Company's
objective is to provide shareholders with regular, sustained,
long-term distributions and to preserve capital over the long term
by generating exposure to UK infrastructure debt and related and/or
similar assets.
The Company primarily targets
investments in infrastructure projects with long term, public
sector-backed, availability-based revenues. Where possible,
investments are structured to benefit from partial inflation
protection. GCP Infra is advised by Gravis Capital Management
Limited.
GCP Infra has been awarded
with the London Stock Exchange's Green Economy
Mark in recognition of its contribution to positive environmental
outcomes.