LEI: 213800PMTT98U879SF45
HydrogenOne Capital Growth plc
("HydrogenOne" or the "Company")
Annual
Results and Sustainability Report
For the
year ended 31 December 2023
www.hydrogenonecapitalgrowthplc.com
HydrogenOne Capital Growth plc, the
first London-listed fund investing in clean hydrogen for a
positive environmental impact, is pleased to
announce its audited results for the year ended 31 December
2023.
The Company has also produced its
first standalone sustainability report for the year ended 31
December 2023 aligned with the IFRS International Sustainability
Standards Board, available to read and download on the Company's
website:
https://hydrogenonecapitalgrowthplc.com/sustainability/our-approach/
Results presentation
today
There will be a presentation for
sell side analysts at 9.00 a.m. today, 18 April 2024. Please
contact Buchanan for details on hgen@buchanancomms.co.uk
Additionally, there will be a live
presentation open to all existing and potential shareholders via
the Investor Meet Company platform at 3pm. Investors can sign
up to Investor Meet Company for free and add to meet HydrogenOne
via:
https://www.investormeetcompany.com/hydrogenone-capital-growth-plc/register-investor
A copy of the presentation is
available to read and download on the Company's website:
https://hydrogenonecapitalgrowthplc.com/investors/results-presentations-and-factsheets/
Company Overview
About us
HydrogenOne Capital Growth Plc ("HGEN", "the Company") is the
first London-listed fund investing in clean hydrogen for a positive
environmental impact.
The Company was launched in 2021
with an investment objective to deliver an attractive level of
capital growth by investing, directly or indirectly, in a
diversified portfolio of hydrogen and complementary hydrogen
focussed assets whilst integrating core ESG principles into its
decision making and ownership process. The Company is an Article 9
climate impact fund under the Sustainable Finance Disclosure
Regulation (the "SFDR").
· A
unique offering to investors - leadership in a new green energy
technology sector from the first London-listed hydrogen
fund.
· Strong
orientation to ESG mandates, investing capital in low-carbon growth
and enabling the avoidance of GHG emissions.
· High
quality portfolio with potential to deliver 10-15% average NAV
growth, including exits*.
· First
mover advantage in the Hydrogen sector, which is accelerating
faster than anticipated with positive growth outlook.
· Investment Adviser's track record in energy and capital
markets.
* For an investor in HGEN
at IPO. The total NAV return target is a target only and not a
profit forecast.
£132.7m
Net
Asset Value
SFDR Article 9
Climate impact fund
>91,000 tonnes
CO2e
emissions avoided in FY2023
Investing in clean hydrogen for a climate-positive
impact
Highlights
At
a glance
Financial and operational
highlights
· NAV
increased by 5.8% from £125.4 million at 31 December 2022 to £132.7
million at 31 December 2023 due to valuation uplifts in multiple
portfolio companies. NAV per share increased to 102.99p at 31
December 2023;
· The
share price fell from 79.30p to 49.65p and the discount to NAV
increased from 18% to 52% as rising interest rates put pressure on
investment trust discounts;
· Positive progress on revenue growth from portfolio companies,
delivering an aggregate £74.0 million in total revenue in the year
to 31 December 2023, an increase of 125% compared to the year to 31
December 2022;
· Investment activity centred on follow-ons, with one new
investment. During the year ended 31 December 2023, the Company
successfully completed its first investment in a private hydrogen
project (Thierbach project in Germany) and made follow-on
investments in 5 Private Hydrogen Assets in its portfolio,
totalling £10.6 million;
· Strategic industrial investors have backed HydrogenOne
portfolio companies in 2023, including Cemex and HD Hyundai in
HiiROC and Elcogen respectively;
· At 31
December 2023, the total invested capital since IPO amounted to
£113.7 million;
· The
portfolio weighted average discount rate at 31 December 2023 was 14.2% (31 December 2022: 13.0%) resulting
in a 6.7 pence per share reduction in NAV between 31 December 2022
and 31 December 2023;
· The
Company has retained a cash position of £4.6 million as at 31
December 2023, and £2.3 million of listed hydrogen companies at the
end of the year;
· Post-period NanoSUN has been restructured to create a new
company, Swift Hydrogen;
· The
fundamentals of the clean hydrogen sector continued to strengthen,
despite recent weak macro-economic conditions. The Company has seen
some $17 billion of financial investment in green hydrogen in 2023,
an over 400% increase over 2022 levels, underscoring the
positive industry outlook for clean hydrogen.
Environmental, Social and
Governance (ESG) highlights
· Classified as an Article 9 Fund under the SFDR;
· 91,116
tonnes of Greenhouse Gas (tCO2e) emissions avoided in the year
ended 31 December 2023 (an increase of 113.13% from the prior year)
and 141,695 tCO2e since IPO;
· 92%
alignment with EU taxonomy for sustainable activities (the "EU
Taxonomy") assessment on Private Hydrogen Assets at 31 December
2023;
· £113.7m deployed in low-carbon growth (since fund
inception);
· Potential 571,294 MWh lifetime clean energy capacity in year
ended 31 December 2023 and 797,294 MWh since IPO;
· 1,406
jobs supported; and
· Continued stewardship activity with portfolio companies to
further enhance ESG credentials and reporting, with 6 month
reporting of key metrics introduced.
SFDR Article 9
92%
EU Taxonomy Aligned
141,695
Avoided GHG Emissions since IPO
£114m
Deployed in Low Carbon Growth
Key
statistics as at 31 December 2023
|
At 31
December
20232
|
31 December
2022
|
% change
|
NAV per Ordinary Share
|
102.99p
|
97.31p
|
5.8%
|
NAV
|
£132.7m
|
£125.4m
|
5.8%
|
Ordinary Share price
|
49.65p
|
79.30p
|
(37.4)%
|
Market capitalisation
|
£64.0m
|
£102.2m
|
(37.4)%
|
Share price premium/(discount) to
NAV1
|
(51.8)%
|
(18.5)%
|
(180.0)%
|
Total Shareholder NAV return per
Ordinary Share1
|
5.8%
|
1.6%
|
262.5%
|
Ongoing
Charges1
|
2.6%
|
2.5%
|
2.0%
|
Cumulative capital deployed in
low-carbon growth since inception
|
£113.7m
|
£102.9m
|
10.5%
|
GHG emissions avoided
|
91,116
tCO2e
|
42,716
tCO2e
|
113.3%
|
The EU taxonomy alignment
|
92%
|
89%
|
3.4%
|
3 Year Performance
Key
statistics as at 31 December 2023
|
At 31
December
20232
|
31 December
2022
|
31 December
2021
|
NAV per Ordinary Share
|
102.99p
|
97.31p
|
95.75p
|
NAV
|
£132.7m
|
£125.4m
|
£102.8m
|
Ordinary Share price
|
49.65p
|
79.3p
|
119.5p
|
Market capitalisation
|
£64.0m
|
£102.2m
|
£128.3m
|
Share price premium/(discount) to
NAV1
|
(51.8)%
|
(18.5)%
|
24.8%
|
Ongoing
Charges1
|
2.6%
|
2.5%
|
2.1%
|
Total Shareholder NAV return per
Ordinary Share1
|
5.8%
|
1.6%
|
(2.3)%
|
Cumulative capital deployed in
low-carbon growth since inception
|
£113.7m
|
£102.9m
|
£48.6m
|
GHG emissions avoided
|
91,116
tCO2e
|
42,716
tCO2e
|
N/A
|
The EU taxonomy alignment
|
92%
|
89%
|
N/A
|
1 Alternative Performance
Measures ("APMs"). The disclosures above are considered to
represent the Company's APMs. Definitions of these APMs and other
performance measures used by the Company, together with how these
measures have been calculated, can be found in the annual
report.
2 Total returns for the 12
months to 31 December 2023.
Portfolio at a Glance
Portfolio summary as at 31 December
2023
HydrogenOne has a unique and concentrated portfolio, invested
across the hydrogen value chain
Where we invest
· Revenue-generating equipment businesses
· Hydrogen production projects
· Co-investing with industrial strategics and
institutions
· Diversified portfolio and geography
· Clear
strategies to exit via IPO or trade sale
Chairman's Statement
On
behalf of the Board, I am pleased to report on the performance and
activities of the Company in 2023.
Simon Hogan Chairman
On behalf of the Board, I had hoped
to report an improved share price this year. However, the share
price remains at a steep discount, despite an increase in NAV
in 2023, as is the case for many listed funds presently. The
outlook for the clean hydrogen sector remains positive and we
believe that the portfolio can generate attractive returns over
time. We fully support the Investment Advisor's strategy of
investing in a diversified portfolio of hydrogen assets, across the
value chain. Whilst macro-economic factors are outside of our
control, we believe that selective investment, stewardship of the
portfolio, and divestments can positively impact our NAV, and
improve the share price over time.
Hydrogen Industry
Landscape
The outlook for the clean hydrogen
sector remains positive, and industry investment and capacity
growth is accelerating in a sector that plays a key role in
the energy transition. The COP 28 meeting in Dubai at the end of
2023 concluded with a call to transition away from polluting fossil
fuels and accelerate growth in renewables, in order to mitigate the
impact of climate change. At the same time, government policies and
funding in many regions remain supportive of growth in clean
hydrogen, as part of the push to 'net zero'. The fundamentals of
the hydrogen sector continue to strengthen, despite weak
macro-economic conditions. The Investment Advisor has tracked a 50%
increase in green hydrogen production in 2023 compared to 2022, and
an over 400% increase in investment in the sector, underpinning
further growth. All of this underscores my view that the outlook
for investment in clean hydrogen remains positive, despite
headwinds in markets more generally during 2023.
Share Price Discount
Whilst our share price traded at a
premium to NAV in 2021 and early 2022, the weakness seen towards
the end of 2022 has continued throughout 2023. We recognise that
decline in our share price, which reflects wider moves in equity
markets and the listed funds sector, will have been disappointing
for our investors. Significant changes are underway in energy
markets, with new industry and political emphasis on energy
security as a result of Russia's invasion of Ukraine, with renewed
market emphasis on fossil fuels.
Investors for the large part have
allocated capital away from emerging technology sectors, as a
result of higher market discount rates and reduced risk appetite,
and this has impacted our share price. Factors, such as inflation,
discount rates, energy policies and the weak funding environment
also impact the underlying portfolio companies.
Nevertheless, I hope this Annual
Report sets out the positive progress that we are making with value
creation in the Company's portfolio, with businesses that we
believe can generate substantial value for our investors over
time.
The Company and the Investment
Adviser continue to focus on increasing the share price and
attracting fresh capital into the Company. The Company, in
conjunction with portfolio companies, is planning to exit some
positions during 2024, which the Board believes will support the
Company's objective of delivering capital growth through investment
in a diversified portfolio of hydrogen assets. Subject to wider
market conditions, strong NAV performance over the long term may
increase the Company's appeal to investors and underpin renewed
share price performance.
Our business model remains to invest
in growth companies in the hydrogen sector, with the aim to exit
these positions over 3 to 5 years holding periods, at multiples of
invested capital, in order to generate 10-15% NAV growth over time.
While we are unable to influence the general market weakness around
us, we continue to ensure that the Company is positioned to weather
the current downturn and able to exploit growth opportunities when
the market recovers.
Performance
The Company remains well positioned
to grow value for our investors. During the period, the Company's
NAV increased by 5.8%, from £125.4m to £132.7m (97.3 pence per
share to 103.0 pence per share) due to valuation uplifts in
multiple portfolio companies, as those management teams delivered
on their respective growth plans. Our diversified approach to
portfolio construction has contributed to a resilient valuation in
2023, despite weakness in financial markets more generally.
Overall, private investments contributed £14.0 million or 10.8
pence per share to the valuation. This NAV growth was delivered
despite the negative impact on valuations as a result of a prudent
increase in discount rates, which had the effect of removing £8.6
million, or some 6.7 pence per share from our 31 December 2023
valuation, compared to 31 December 2022.
The Company reported a gain after
tax of £7.3m for the period, equal to 5.7 pence per share. The
Company's dividend policy is to only pay dividends in order to
satisfy the ongoing requirements under the Investment Trust
(Approved Company) (Tax) Regulations 2011. The Company has paid no
dividends during the period, as we continue to focus on growth
investments.
Eight of the Company's private
investments are revenue generating, producing equipment and
technology solutions for clean hydrogen production. The aggregate
revenue from these investments was £74m in the 12-month period to
31 December 2023, an increase of 125% from the prior year.
This growth is as a result of portfolio companies converting
their distinctive technologies into orders from
customers.
Investment Strategy and
Update
The Company continues to invest in a
diversified portfolio of hydrogen related activities, predominantly
in private companies and with a particular focus on the innovative
technologies that are needed to unlock profits in clean hydrogen.
Wherever possible, we have sought to protect the Company from
dilution of its interests, should we not be able to participate in
funding rounds.
With the majority of the Company's
capital now deployed, our approach has focused on incremental
investments in existing portfolio companies, with £10.6 million
invested in 2023 backing these management teams to deliver their
growth plans. This comprised:
· The
Company invested £3.5 million in a follow-on investment in hydrogen
flight innovator Cranfield Aerospace Solutions Ltd, alongside
Safran Corporate Ventures and the Strategic Development
Fund;
· The
Company committed to invest £2.5 million (EUR 2.8 million) into a
green hydrogen production project at Thierbach, in Germany, managed
by HH2E AG, in order to further progress this project, ahead of a
final investment decision. To date £1.9 million (EUR 2.1 million)
has been drawn;
· The
Company invested £2.5 million in a follow-on investment in NanoSUN,
a hydrogen technology, transportation and distribution
business;
· The
Company invested £1.8 million in a follow-on investment into
Sunfire AG, a leading electrolyzer developer and
supplier;
· The
Company invested £0.5 million in a follow-on investment in Strohm,
a low carbon pipeline innovator in the Netherlands; and
· The
Company invested £0.4 million in a follow- on investment in Gen2
Energy, a green hydrogen development company in Norway.
It was also pleasing to see new
investment from industrial strategic players in HydrogenOne's
portfolio, such as HD Hyundai's backing of Elcogen, and Cemex in
HiiROC, further supporting the Company's investment case for these
investments. These investors not only bring growth capital, but
also new routes to market for these distinctive
technologies.
Valuation
Listed funds continue to come under
scrutiny from investors regarding the valuation of portfolios of
private investments. The Company applies a consistent approach to
portfolio valuation, centred on discounted cash flows, using the
International Private Equity and Venture Capital Valuation 2022
("IPEV") Guidelines. The weighted average discount rate at 31
December 2023 was 14.2%, compared to 13.0% at 31 December 2022,
which reduced NAV by £8.6 million or 6.7 pence per share at 31
December 2023. The details of these valuations are set out later in
the annual report. The valuations in this report have an
implied forward multiple of 9.8 times 2025 expected revenues, which
is in line with listed hydrogen sector multiples, and underscores
the robust approach we are taking to valuations. The discount of
the Company's private investments to the listed peer group has
narrowed over 2023, due to weakness in listed hydrogen company
share prices. Share prices in the listed markets are reflected in
the valuation of the Company through listed assets in the
portfolio.
The Board meets quarterly with the
Company's Investment Adviser and holds regular meetings to review
all of the Company's investment valuations. The Board also has
regular contact with the Investment Adviser outside of formal Board
meetings. I and other Board members attended the Company's Capital
Markets Day in 2023, where we met some of our investors and
analysts, and the management teams of all the private companies
that we have invested in. The Investment Adviser has a
dedicated investment team and has the right to be represented on
all of the boards of the private company investments.
Environment, Social &
Governance
Since our launch in 2021 the Company
has invested in clean hydrogen assets which contribute to the
energy transition and can lead to avoided GHG emissions. ESG
principles are integrated across the investment process. Our
commitment to positively contribute to climate change mitigation,
whilst integrating core ESG principles into our decision making and
ownership process, is at the core of everything that we do as a
Company. The Company is classified as an Article 9 Fund, the
highest classification under the SFDR regulation. We are a
signatory of the PRI, a United Nations supported network of
financial institutions that promote sustainable investments, and
disclosed GHG information on the Carbon Disclosure Project ("CDP")
for the first time in 2023. In collaboration with our portfolio
companies, we will push forward with our sustainable investment
objectives as we continue to deploy capital in low-carbon
growth.
In addition to climate-positive
impact, particular focus is placed on engagement to deliver
effective boards and the encouragement of sustainable business
practices. These, and other issues, are evaluated prior to any
investment decision, and managed thereafter through close
relationships with the Company's private company
investments.
The Company's portfolio companies
are supplying critical components, such as electrolyzers and fuel
cells, as well as services such as transportation and storage of
hydrogen, to clean hydrogen manufacturing projects and hydrogen
end-users. All of this results in the replacement of fossil fuels
such as diesel in the energy mix, and avoids greenhouse gas
emissions, which have totalled 141,695 CO2e since our IPO in 2021,
presenting clear growth opportunities for the broader
sector.
We are tracking GHG emissions from
portfolio companies, which totalled 99 tCO2e in 2023 (Scope 1 and
2) and are engaged with these management teams to reduce GHG
intensity over time. The Investment Advisor is represented on the
boards of all of the private investments and driving continuous
improvement in ESG delivery more generally.
The Company is dedicated to further
developing and progressing our ESG framework to achieve the highest
reporting and performance levels. Alongside this Annual Report, we
are publishing a separate Sustainability Report, that sets out our
policy and track record in more detail.
Annual General Meeting
The Annual General Meeting will be
held on 21 May 2024 at 12.00 noon at the Company's registered
office, 6th floor, 125 London Wall, London EC2Y 5AS, and
we look forward to welcoming shareholders to the event in
person.
The meeting will consider the formal
business of the AGM, as set out in the Notice of the AGM, and
thereafter the Investment Adviser will provide a presentation on
the Company's portfolio.
Events After the Period
End
In February 2024, the Company
implemented a restructuring of NanoSUN, and re-launched the
streamlined business, renamed as Swift Hydrogen Ltd ('Swift'),
which the Company owns. The carrying value of NanoSUN at 31
December 2023 is £5.4 million, compared to £11.5 million at 31
December 2022.
In March 2024, Sunfire announced a
funding round totalling more than EUR 500 million. The
Company exercised its anti-dilution and conversion rights in this
round for #0.3 million. The Board resolved to make a non-material
modification to the Company's investment restrictions, so that
investments in Sunfire, measured at the time of investment, shall
not exceed 21% of the Company's GAV. The Company's existing
restriction of an investment limit of 20% of GAV at the time of
investment is unchanged for the remainder of the
portfolio.
In April 2024, the Company agreed to
a restructuring of HH2E, ahead of planned material third party fund
raising for green hydrogen projects in Germany. The Company has
exchanged its development rights for five project SPVs, including
the Thierbach SPV for equity in HH2E. In parallel, the Lubmin
SPV, which was previously carved out of the Company's direct
holdings, has also been combined with HH2E in a non-cash
transaction for the Company. The Company's previously
announced development loan to Thierbach, of which £1.9 million has
been drawn, will be reduced to £0.7 million, through a swap for
equity in HH2E. The Company's resulting equity share of HH2E
is unchanged, at around 11% of an enlarged asset base and with a
similar corporate structure, and with direct exposure to the Lubmin
project.
Outlook
Our diversified portfolio approach
has proved resilient and our investment case has been reinforced
further by macro tailwinds and supportive regulatory regimes in the
clean hydrogen sector. There are considerable uncertainties on the
near-term macro-economic outlook, and a challenging funding
environment in private equity, which are affecting valuations
across the listed funds sector. Nevertheless, we remain confident
that the Company is investing in a sector with a favourable outlook
and a substantial growth potential. New regulations and funding for
clean hydrogen are being rolled out in the USA, UK and
EU.
Whilst market sentiment is outside
of our control, the Company anticipates that the continued solid
performance of our portfolio, revenue growth and delivery of key
milestones will be catalysts for appreciation in our share
price.
As we move to exit selected
portfolio companies, either partly or entirely, the Board will be
focused on protection of invested capital and realising returns.
This ambition frames our target to deliver 10-15% annual NAV growth
over time, and I believe that our Investment Adviser, whose
principals have over 60 years of combined specialist experience and
track record, is well placed to deliver on these projected
targets.
On behalf of the Board, I would like
to thank all of our shareholders for their support, as we continue
to develop our portfolio of unique and diverse portfolio of clean
hydrogen investments.
Simon Hogan
Chairman
17 April 2024
About Clean Hydrogen
· Clean
hydrogen displaces fossil fuels, reducing CO2 emissions and
improving air quality
· Some
90 million tonnes per day of hydrogen is used today in
manufacturing of oil products, chemicals and steel. The demand to
replace this polluting 'grey' hydrogen, mostly produced from
natural gas, with clean hydrogen underpins growth in the clean
hydrogen sector
· Clean
hydrogen can also replace fossil fuels in hard to decarbonise
sectors such as power generation and transport
· Clean
hydrogen is an energy carrier, that can store and distribute
intermittent renewable electricity at a large scale
· Hydrogen combined with renewables such as wind and solar
provides a domestic energy supply option for many countries,
reducing reliance on imported energy.
What is driving the hydrogen economy?
Putting all this together, clean
hydrogen demand could increase by over 200 times between 2019 and
2030 as the energy transition gathers pace, abating some 6 billion
tonnes/year of CO2 emissions by 2050. Announcements at COP28,
calling for the transition away from fossil fuels and trebling of
renewables, all underpin the positive outlook for the clean
hydrogen industry. Clean hydrogen plays a key role in many
corporate and country plans for Energy Transition.
By 2050, the global hydrogen market
could reach $2.5 trillion, dominated by hydrogen producers,
electrolyzer and fuel cell manufacturers. Replacing today's
c.$175 billion 'grey' hydrogen market with clean hydrogen could
mitigate over 800 million tonnes per annum of greenhouse gas
emissions. Some 20 billion tonnes per annum of GHG emissions can
be addressed with clean hydrogen over time, which is over one
third of all GHG emissions today.
Hydrogen market commentary and
outlook
The clean hydrogen sector continues
to grow rapidly, despite headwinds from weak financial markets. The
Investment Adviser has tracked $17 billion of new investment into
clean hydrogen in 2023, over 400% higher than in 2022. This has
included landmark project developments such as NEOM Green Hydrogen,
which is set to be a 4GW facility in Saudi Arabia, producing 600
tonnes per day of green hydrogen and the go-ahead of a 1GW green
hydrogen facility and green steel facilities in Sweden, that will
use 1 GW of green hydrogen for electricity generation and as a
reducing agent. Alongside these private transactions, the 2023 IPO
of ThyssenKrupp Nucera marked a new electrolyzer entrant into
public markets, with an enterprise value in excess of €2.5
billion.
Strong increase in investment in clean hydrogen in
2023
Some 1.2GW of green hydrogen
production was on line globally at the end of 2023, a 50% increase
year-on-year. This includes the start-up of the 260MW Xinjiang
Solar Hydrogen Project in China and new liquefied hydrogen
facilities in the USA. In addition, there are some 35GW of further
projects in development world-wide, an increase of 20% from 2022,
which could result in over 40 million tonnes per annum of avoided
greenhouse gas emissions.
Policy makers and industry are
converging on clean hydrogen as a core technology to deliver net
zero, improved air quality and enhanced energy security.
The Paris Agreement in 2015 has led
at least 40 countries to set out hydrogen policies and US$70
billion of funding as part of net zero targets to deliver the
energy transition.
In response to the Russian invasion
of Ukraine, the EU has reshaped its energy policy to the REPowerEU
2030 plan, which calls for over 300GW of clean hydrogen by 2030,
compared to 80GW in previous plans. Some €5.4 billion in hydrogen
subsidies have recently been approved under Important Projects of
Common European Interest ("IPCEI"), which are expected to unlock a
further €8.8 billion of private investment. The Hy2Tech links 41
projects and 35 companies building out the hydrogen sector, and has
qualified for IPCEI funding. The EU's Hydrogen Bank began the
auction of €800 million of opex subsidy to green hydrogen in
2023. There are additional sources of grant funding at a country
level in multiple EU countries.
Germany, where the Company has 27%
of its NAV, is a leader in this, and has incorporated the RED III
Delegated Act into national law, which confirmed a 42% target for
use of renewable hydrogen in industry, and announced plans for more
stringent measures to curb GHG emissions, including a new hydrogen
pipeline system (the "Core Network"), and plans to blend hydrogen
with the natural gas grid. Germany's 3mtpa target for hydrogen in
2030 is the same size as the entire US target for clean
hydrogen.
In the Netherlands, where the
Company has 15% of its NAV, the government has set targets for 3GW
to 4GW of electrolysis by 2030 with multi-billion-euro funding
support announced by the Netherlands government. The government is
providing €750 million of funding support for a "hydrogen
backbone", retrofitting existing natural gas pipelines to transport
hydrogen between five industrial clusters in the Netherlands, and
at cross-border connection points. In May 2023, the Dutch
government unveiled a €28 billion climate package, which included
€7.5 billion for green hydrogen.
In the UK, 2030 clean hydrogen
targets have been doubled during 2023 to 10GW. The UK Government
has announced a national clean hydrogen subsidy scheme called
Hydrogen Business Model ("HBM"), which will use a
contracts-for-difference style set-up to help fund an initial 1GW
of clean hydrogen projects, as part of the target to reach 10GW of
low‑carbon hydrogen by 2030, in a potentially £9 billion sector.
This is in addition to the Net Zero Hydrogen Fund ("NZHF") with up
to £240 million of grant funding to support the upfront costs of
developing and building low carbon hydrogen production
projects.
All of this underscores the positive
industry outlook and supportive regulatory regimes for clean
hydrogen. This improving outlook for clean hydrogen demand
underpins the order books in many of the Company's investments,
particularly in supply chain sectors such as electrolyzers, fuel
cells, storage and transportation businesses. Many of these
businesses have world-wide customer bases for their products, and
are attracting investment from international financial and
strategic investors.
Q&A with the Investment
Advisor
Dr
JJ Traynor and Richard Hulf
In this section, we address some of
the questions that we frequently hear from investors and
commentators in the hydrogen industry.
Is green hydrogen in production
today, or is this just an emerging technology?
Yes, this is a producing industry,
today, with very strong growth potential. We are tracking 1.2GW of
green hydrogen in production at the end of 2023, which is an
increase of 50% compared to 2022. Projects in design total 35GW, a
near 30‑fold increase should all this production come on stream.
The UK, where many of the readers of this report will be based, has
not historically been a leader in green hydrogen, but has plans and
government funding in place for 5GW of green hydrogen by 2030,
compared to essentially zero today.
Who is buying green
hydrogen?
Presently, most of the demand for
green hydrogen comes from chemical plants, oil refineries and the
fertiliser sector, as these industries look to replace
polluting 'grey' hydrogen in their industrial processes with green
hydrogen. As an example, TotalEnergies announced a tender for
500,000 tonnes per year of green hydrogen for its European
refineries, in 2023, to decarbonise all of the hydrogen used
on these sites by 2030. We also see strong growth in demand for
green hydrogen in heavy ground transport, particularly in EU bus
fleets and commercial trucks, and in some regions in the United
States. HydrogenOne portfolio companies have supplied equipment for
transportation of hydrogen in Germany, during 2023, and signed
supply agreements for green hydrogen there.
Will blue hydrogen remove the need
for green hydrogen?
Blue hydrogen has been in production
in North America for some 15 years, using natural gas as a
feedstock, and geological carbon capture for the resulting CO2
emissions. This is not a new technology. We do expect further
growth in blue hydrogen, as well as green, especially in countries
with legacy natural gas production and geological sites for CCS.
Energy transition policies in the USA and UK support this trend.
However, since blue hydrogen fundamentally encourages more
exploration and development of polluting fossil fuels, we expect
green hydrogen to dominate the supply picture and investment
thinking in the future, and to compete with blue on supply
cost.
Will hydrogen break into the
transport sector?
Yes. Battery electric is the best
option for cars over short to medium distances. However, batteries
cannot store enough energy at a reasonable size to move heavy
vehicles over long distances. Hydrogen fuel cells are the best
option for trucks, trains (on tracks that are not electrified),
fork lift and SUV. Most auto companies are developing hydrogen fuel
cell vehicles currently. With some 80,000 fuel cell electric
vehicles ("FCEV") in use worldwide today, hydrogen has arrived as a
viable transport fuel for medium to heavy trucks, trains, and
forklifts. The shipping market and aviation are fast emerging as
the next wave of hydrogen for transport applications.
Some 814 hydrogen refuelling
stations are already in operation worldwide. Concrete plans are
already in place for 315 additional refuelling station
locations. Europe has 254 hydrogen stations currently, 105 of which
are in Germany. France is still second in Europe with 44 operating
stations, followed by the UK and the Netherlands with 17 each.
The USA alone has over 100,000 gasoline stations and globally
there could be 400,000 of these. The incumbents, mostly oil
companies, are looking for ways to green up these
otherwise-stranded assets.
Isn't clean hydrogen high cost and
it won't be able to compete with fossil fuels?
Economic recovery from COVID and
Russia's invasion of Ukraine have resulted in more 'normal' fossil
fuel prices c.$80-$120 Brent. This is a markedly-different position
than the 2015-2020 "$40" world, and reflects the real replacement
cost of fossil fuels. As an example, all of the big oil companies
now have hydrogen and carbon capture strategies - ExxonMobil see
hydrogen as a $1tn market medium term; BP see hydrogen as up to 15%
of the energy mix long term. The debate has really shifted to the
timescales, rather than price competition.
Can you drill for native hydrogen,
like you do for oil & gas?
Native hydrogen has been found in
volcanic rocks, salt mines and sedimentary rocks, most notably in
water wells drilled in Mali in the 1980s, and recent announcements
of discoveries in France. This could be an important source of
hydrogen, that could have a role in stimulating the hydrogen market
and switching away from fossil fuels. The shipping costs of
hydrogen over long distances are prohibitive, as are the clean-up
costs to make fuel cell purity hydrogen, and there are considerable
financial risks with exploration drilling for hydrogen. All of this
makes the outlook for native hydrogen uncertain, but it could play
an important role in the growth of this industry.
Will hydrogen be blended in natural
gas networks and used in domestic boilers?
We are seeing hydrogen blending
gathering pace in many countries, for consumption in power plants
and domestic environments. Town gas, made from coal, is 20-50%
hydrogen, and was used in the UK until the 1970s, and is in use
today in Hong Kong. Germany has authorized 10% hydrogen blending.
In the UK, the government is assessing next steps on blending,
probably to 20%, following testing led by Keele University and
HyDeploy. Most domestic boilers in the UK can burn 20% hydrogen
blend today. Pure hydrogen networks (100% hydrogen) are more likely
to be for dedicated supply to industrial customers, particularly
refineries and chemicals plants, rather than domestic
customers.
What is happening with policy
support for clean hydrogen?
Globally we see at least 40
countries with hydrogen policies and some $70 billion of funding,
all as part of government plans for energy transition. There are a
range of policies on the table for investors:
In the EU, the REPowerEU 2030 plan
calls for over 300GW of clean hydrogen by 2030. Some EUR 5.4
billion in hydrogen subsidies have recently been approved under
Important Projects of Common European Interest ("IPCEI"), which are
expected to unlock a further EUR 8.8bn of private investment. The
EU's Hydrogen Bank auctioned EUR 800 million of opex subsidy to
green hydrogen in 2023. There are additional sources of grant
funding at a country level in multiple
EU countries.
In the United States, the Department
of Energy has announced a US$8bn programme to develop clean
regional hydrogen hubs across the country, as part of net zero
ambitions by 2050. The 2022 Inflation Reduction Act set aside
US$369bn for climate and energy proposals. Within this Act, there
is a tax credit for clean hydrogen of US$0.6/kg to US$3/kg,
depending on life cycle emissions. This is expected to make green
hydrogen cost competitive with grey hydrogen and make US clean
hydrogen amongst the lowest cost in the world.
In the UK, 2030 clean hydrogen
targets have been doubled during 2023 to 10GW. The UK Government
has recently announced a national clean hydrogen subsidy scheme
called Hydrogen Business Model ("HBM"), which will use a
contracts-for-difference style set-up to help fund an initial 1GW
of clean hydrogen projects in 2023, as part of the target to reach
10GW of low-carbon hydrogen by 2030, in a potentially £9 billion
sector. This is in addition to the Net Zero Hydrogen Fund ("NZHF")
with up to £240 million of grant funding to support the upfront
costs of developing and building low carbon hydrogen production
projects.
Investment objective, policy, process and
strategy
Investment objective
The Company's investment objective
is to deliver an attractive level of capital growth by investing,
directly or indirectly, in a diversified portfolio of hydrogen and
complementary hydrogen focussed assets whilst integrating core ESG
principles into its decision making and ownership
process.
Investment policy
The Company will seek to achieve its
investment objective through investment in a diversified portfolio
of hydrogen and complementary hydrogen focussed assets, with an
expected focus in developed markets in Europe, North America, the
GCC and Asia Pacific, comprising:
i. assets that
produce clean hydrogen;
ii. large scale
energy storage assets;
iii. carbon capture, use
and storage assets;
iv. hydrogen
distribution infrastructure assets;
v. assets involved in
hydrogen supply chains, such as electrolyzers and fuel cells;
and
vi. businesses that
utilise hydrogen applications such as transport, power generation,
feedstock and heat (together "Hydrogen Assets").
The Company intends to implement its
investment policy through the acquisition of hydrogen and
complementary hydrogen focussed assets.
Private Hydrogen Assets
The Company invests in unquoted
Hydrogen Assets, which may be operational companies or hydrogen
projects (completed or under construction) ("Private Hydrogen
Assets"). Investments are expected to be mainly in the form of
equity, although investments may be made by way of debt and/or
convertible securities. The Company may acquire a mix of
controlling and non-controlling interests in Private Hydrogen
Assets, however the Company intends to invest principally in
non-controlling positions (with suitable minority protection rights
to, inter alia, ensure that the Private Hydrogen Assets are
operated and managed in a manner that is consistent with the
Company's investment policy).
Given the time frame required to
fully maximise the value of an investment, the Company expects that
investments in Private Hydrogen Assets will be held for the medium
to long term, although short term disposals of assets cannot be
ruled out in exceptional or opportunistic circumstances. The
Company intends to re-invest the proceeds of disposals in
accordance with the Company's investment policy.
The Company observes the following
investment restrictions, assessed at the time of an investment,
when making investments in Private Hydrogen Assets:
· no
single Private Hydrogen Asset will account for more than 20 per
cent. of Gross Asset Value;
· Private Hydrogen Assets located outside developed markets in
Europe, North America, the GCC and Asia Pacific will account for no
more than 20 per cent. of Gross Asset Value; and
· at the
time of an investment, the aggregate value of the Company's
investments in Private Hydrogen Assets under contract to any single
Offtaker will not exceed 40 per cent. of Gross Asset
Value.
The Company will initially acquire
Private Hydrogen Assets via HydrogenOne Capital Growth Investments
1 LP (the 'HydrogenOne Partnership'), a wholly owned subsidiary
undertaking of the Company structured as an English limited
partnership which is controlled by the Company and advised by the
Investment Adviser. The HydrogenOne Partnership's investment policy
and restrictions are the same as the Company's investment policy
and restrictions for Private Hydrogen Assets and cannot be changed
without the Company's consent. In due course, the Company may
acquire Private Hydrogen Assets directly or by way of holdings in
special purpose vehicles or intermediate holding entities
(including successor limited partnerships established on
substantially the same terms as the HydrogenOne Partnership) or, if
the Company is considered a 'feeder fund' under the Listing Rules,
other undertakings advised by the Investment Adviser and, in such
circumstances, the investment policy and restrictions will also be
applied on a look-through basis and such undertaking(s) will also
be managed in accordance with the Company's investment
policy.
Listed Hydrogen Assets
The Company also invests in quoted
or traded Hydrogen Assets, which will predominantly be equity
securities but may also be corporate debt and/or other financial
instruments ("Listed Hydrogen Assets"). The Company is free to
invest in Listed Hydrogen Assets in any market or country with a
market capitalisation (at the time of investment) of at least
US$100 million. The Company's approach is to be a long-term
investor and will not ordinarily adopt short-term trading
strategies. As the allocation to Private Hydrogen Assets grows the
Listed Hydrogen Assets are expected to include strategic equity
holdings derived from the listing of operational companies within
the Private Hydrogen Assets portfolio over time.
The Company observes the following
investment restrictions, assessed at the time of an investment,
when making investments in Listed Hydrogen Assets:
· no
single Listed Hydrogen Asset will account for more than 3 per cent.
of the Gross Asset Value;
· the
portfolio of Listed Hydrogen Assets will typically comprise no
fewer than 10 Listed Hydrogen Assets at times when the Company is
substantially invested;
· each
Listed Hydrogen Asset must derive at least 50 per cent. of revenues
from hydrogen and/or related technologies; and
· once
fully invested, the target allocation to Listed Hydrogen Assets
will be approximately 10 per cent or less of Gross Asset Value,
subject to a maximum allocation of 30 per cent of Gross Asset
Value.
Cash
During the initial Private Hydrogen
Asset investment period after a capital raise and/or a realisation
of a Private Hydrogen Asset, the Company intends to hold the
relevant net proceeds of such capital raise/realisation in cash (in
accordance with the Company's cash management policy set out below)
pending subsequent investment in Private Hydrogen
Assets.
Investment restrictions
The Company, in addition to the
investment restrictions set out above, comply with the following
investment restrictions when investing in Hydrogen
Assets:
· the
Company will not conduct any trading
activity which is significant in the context of the Company as a
whole;
· the
Company will, at all times, invest and
manage its assets
i. in a way which is
consistent with its object of spreading investment risk;
and
ii. in accordance
with its published investment policy;
· the
Company will not invest in other UK listed closed-ended investment
companies; and
· no
investments will be made in companies or projects that generate
revenues from the extraction or production of fossil fuels (mining,
drilling or other such extraction of thermal coal, oil or gas
deposits).
Compliance with the above
restrictions is measured at the time of investment and
non-compliance resulting from changes in the price or value of
Hydrogen Assets following investment will not be considered as a
breach of the investment policy or restrictions.
Borrowing policy
The Company may take on debt for
general working capital purposes or to finance investments and/or
acquisitions, provided that at the time of drawing down (or
acquiring) any debt (including limited recourse debt), total debt
will not exceed 25 per cent of the prevailing Gross Asset Value at
the time of drawing down (or acquiring) such debt. For the
avoidance of doubt, in calculating gearing, no account will be
taken of any investments in Hydrogen Assets that are made by the
Company by way of a debt investment.
Gearing may be employed at the level
of a special purpose vehicle ("SPV") or any intermediate subsidiary
undertaking of the Company (such as the HydrogenOne Partnership)
or, if the Company is considered a 'feeder fund' under the Listing
Rules, other undertakings advised by the Investment Adviser in
which the Company has invested or the Company itself. The limits on
debt shall apply on a consolidated and look-through basis across
the Company, the SPV or any such intermediate holding entities
(such as the HydrogenOne Partnership) or, if the Company is
considered a 'feeder fund' under the Listing Rules, other
undertakings advised by the Investment Adviser in which the Company
has invested but intra-group debt will not be counted.
Gearing of one or more Hydrogen
Assets in which the Company has a non-controlling interest will not
count towards these borrowing restrictions. However, in such
circumstances, the matter will be brought to the attention of the
Board who will determine the appropriate course of
action.
Currency and hedging
policy
The Company has the ability to enter
into hedging transactions for the purpose of efficient portfolio
management. In particular, the Company may engage in currency,
inflation, interest rates, energy prices and commodity prices
hedging. Any such hedging transactions will not be undertaken for
speculative purposes.
Cash management
The Company may hold cash on deposit
and may invest in cash equivalent investments, which may include
short-term investments in money market type funds ("Cash and Cash
Equivalents").
There is no restriction on the
amount of Cash and Cash Equivalents that the Company may hold and
there may be times when it is appropriate for the Company to have a
significant Cash and Cash Equivalents position. In particular, the
Company anticipates holding cash to cover the near-term capital
requirements of the Pipeline of Private Hydrogen Assets and in
periods of high market volatility. For the avoidance of doubt, the
restrictions set out above in relation to investing in UK listed
closed-ended investment companies do not apply to money market type
funds.
Investment process
The Company follows a proven and
successful process in order to access and execute its distinctive
deal flow. The Investment Adviser has specialist insights and
strong industry and market networks to access potential investment
opportunities. The Company typically invests alongside some of the
world's largest industrial corporations and investors. The
Investment Adviser's clear investment and ESG policies underpin and
guide everything that it does. The Investment Adviser, the Advisory
Board, the technical advisors, regulatory and legal counsel all
combine to deliver the optimal deal structures for the
shareholders.
Strategy, business model and KPIs
A
highly differentiated strategy, 100% focussed on clean
hydrogen
The Company offers distinctive
access to private investments, across the full hydrogen value
chain, and across the OECD. The investment objective is to deliver
an attractive level of capital growth by investing, directly or
indirectly, in a diversified portfolio of hydrogen and
complementary hydrogen focussed assets whilst, as a SFDR Article 9,
PRI and Green Economy Mark company, integrating core ESG principles
into our decision making and ownership process, for a positive
environmental impact.
As the first UK listed investment
company specialising in this sector, the Company has a clear
competitive advantage as an early mover into a complex sector, and
offers its investors a unique window into the private hydrogen
asset market. With its emphasis on Private Hydrogen Assets, the
Company, gives investors an opportunity to be exposed to liquidity
and portfolio diversity in hydrogen companies and projects, hard to
access elsewhere, with strong growth potential.
An investment in the Company offers
exposure to the broader hydrogen sector whilst, at the same time,
diversifying risk for an investor. By targeting a diversified
portfolio of listed and private investments across different
jurisdictions and different technologies, the Company seeks to
spread some of the key underlying risks relating to clean
hydrogen.
A focus on material ESG factors, and
especially the deployment of capital to deliver the energy
transition to a low carbon economy, is at the heart of what the
Investment Adviser does, running hand in hand with a strategy to
deliver the target 10-15% per annum NAV growth for the investors
over the medium to long term.
The Investment Adviser is a
specialist investor in this complex and rapidly-developing growth
sector. The Company believes that this specialised approach is a
competitive advantage that will only grow over time.
By excluding companies or projects
that generate revenues from the extraction or production of fossil
fuels (mining, drilling or other such extraction of thermal coal,
oil or gas deposits) from the portfolio and taking on further ESG
screens, the portfolio is expected to be an early mover to Net Zero
in the energy transition, and will not be encumbered by the legacy
greenhouse gas emissions inherent in other players in the hydrogen
sector.
The clean hydrogen industry in the
short term is dominated by bespoke sources of supply, financed by
specialised offtakers, typically at 5MW to 100MW scale. In the
period from 2025 to 2030 the Investment Adviser expects these
facilities to be upscaled to 100MW to 500MW scale, and ultimately
to 1GW to 5GW. The Investment Adviser also believes that energy
storage and CCS projects will also increase in scale in this
timeframe, with the development of compressed air energy storage
followed by hydrogen storage and long-distance transport through
pipelines, as liquid hydrogen or as ammonia on ships.
Business model
The Company is an investment company
and its purpose, strategy, investment objective and policy are set
out in the Annual Report. Any material change to the investment
policy requires shareholder approval.
The Company makes its investment in
Private Hydrogen Assets through HydrogenOne Capital Growth
Investments (1) LP (the "HydrogenOne Partnership" or the "Limited
Partnership"), in which the Company is the sole limited partner.
The Company may also acquire Private Hydrogen Assets directly or by
way of holdings in special purpose vehicles or intermediate holding
entities.
The General Partner of the Limited
Partnership is HydrogenOne Capital Growth (GP) Limited (the
"General Partner"), a wholly owned subsidiary of the Company.
Details of the Company and Group structure are given in note 1 to
the Parent and Consolidated Financial Statements (the "Financial
Statements"). Other than where specified, references to the Company
in this document refer to the Company together with its
wholly-owned subsidiary and investment as sole limited partner in
the Limited Partnership.
The Company is governed by a Board
of Directors (the "Board"), all of whom are non-executive, and it
has no employees. The business model adopted by the Board to
achieve the Company's objective has been to contract the services
of FundRock Management Company (Guernsey) Limited as the
alternative investment fund manager of the Company, pursuant to the
AIFM Agreement (the "AIFM"). The AIFM has appointed HydrogenOne
Capital LLP to provide investment advisory services in respect of
the Company (the "Investment Adviser"). The Investment Adviser will
advise on the portfolio in accordance with the Board's strategy and
under its and the AIFM's oversight. The Principals of the
Investment Adviser responsible for the day-to-day monitoring of the
portfolio are Dr John Joseph "JJ" Traynor and Richard Hulf. The
Board and the AIFM monitor adherence to the Company's investment
policy and regularly reviews the Company's performance in meeting
its investment objective.
All administrative support is
provided by third parties under the oversight of the Board. Company
secretarial and administration services have been delegated to Apex
Listed Companies Services (UK) Limited ("Apex" or the
"Administrator"); custody services to Northern Trust Company
("Northern Trust"); registrar services to Computershare Investor
Services plc ("Computershare"); and effective 12 January 2023, the
Company's broker is Barclays Bank PLC ("Barclays" or the "Broker").
Prior to this date the Company's broker was Panmure Gordon (UK)
Limited.
The Board reviews the performance of
the AIFM, the Investment Adviser and other key service providers on
an ongoing basis. Further details of the material contracts of the
Company are given in note 14 to the Financial
Statements.
KPIs
Objectives
|
Principal
risks
|
1 To deliver an attractive level of
capital growth
The Company is targeting a Net Asset
Value total return of 10 per cent to 15 per cent per annum over the
medium to long-term.
|
· Changes in the legislative and regulatory framework that
affect the hydrogen sector
· Operational risks in the portfolio
· Valuation risks (energy prices/inflation/ operational
performance)
· Investment process fails to identify new
opportunities
· Lack
of future pipeline and/or funding
· Increased competition for assets
|
2 A
diversified portfolio of hydrogen and complementary hydrogen
focussed assets
|
· Lack
of future pipeline and/or funding
· Increased competition for assets
· Changes in the legislative and regulatory framework that
affect the hydrogen sector
|
3
Maintenance of a reasonable level of premium or discount of share
price to NAV
|
· Investment performance
· Changes in the legislative and regulatory framework that
affect the hydrogen sector
· Lack
of future pipeline and/or funding
|
4
Maintenance of a reasonable level of ongoing
charges
|
· Costs
are inadequately controlled
· Failed
investment processes leads to high level of abort
costs
|
5
Environmental, Social and Governance policy integrated in
investment decisions and asset monitoring
|
Please refer ESG section of the
Annual Report and 2023 Sustainability Report for further
details.
|
KPIs
|
|
Review
|
|
|
|
NAV
per share
|
NAV
Total return per annum
|
The Board monitors both the NAV and
share price performance. A review of performance is undertaken at
each quarterly Board meeting and the reasons for relative under and
over performance against various comparators is
discussed.
|
102.99p
|
5.8%*
|
2022: 97.31p
|
2022: (1.6)%*
|
Share price return
|
Index
|
(37.4)%*
|
(36.6)%
|
2022: (33.6)%*
|
2022: (46.6)%
|
Return relative to Solactive
Hydrogen Economy Index for year ended 31 Dec 2023
|
|
|
|
Number of investments
|
Number of geographies
|
The Board monitors the portfolio at
each quarterly Board meeting and the reasons for relative under and
over performance of sectors and geographies invested in, and
performance of listed vs. private.
|
25
|
7
|
2022: 25
|
2022: 7
|
Invested portfolio split by value (Private:
Listed)
|
98%:2%
2022: 97%:3%
|
|
|
|
Premium or (discount) of share price to NAV
|
The Board monitors the premium or
discount on an ongoing basis.
|
(51.8)%* 2022:
(18.5)%*
|
|
|
|
|
Ongoing charges ratio
|
|
Board meetings. The Board reviews
the ongoing charges on a quarterly basis and considers these to be
reasonable in comparison to peers.
|
2.56%*
2022: 2.51%*
|
|
|
|
|
Robust ESG policy with established KPIs Avoided
GHG
|
|
The Board reviews compliance with
the ESG policy ahead of each investment decision, and in the
Company on an ongoing basis. The Board additionally monitors
developments in the ESG landscape more broadly.
|
91,116 tCO2e avoided
(2022: 42,716 tCO2e
avoided)
|
|
*
The figures above are considered
to represent the Company's APMs. Definitions of these APMs and
other performance measures used by the Company, together with how
these measures have been calculated, can be found
in the annual
report.
Investment Adviser's Report
Introduction
The Company's Alternative Investment
Fund Manager ("AIFM"), FundRock Management Company (Guernsey)
Limited, (part of Apex Group), has appointed HydrogenOne Capital
LLP as the Investment Adviser to the AIFM in respect of the
Company. Its key responsibilities are to originate, analyse, assess
and recommend suitable investments within the hydrogen sector, and
advise the AIFM accordingly. Additionally, the Investment Adviser
performs asset management services in relation to the investments
in the portfolio or, to the extent asset management is delegated to
third parties, oversees and monitors such asset
management.
HydrogenOne Capital LLP was founded
in 2020 as an alternative investment firm focussed specifically on
investing in hydrogen assets and their role in the energy
transition. As a responsible investor, HydrogenOne Capital LLP is
committed to contributing to the energy transition through the
financing of sustainable investments and by providing investment
solutions that reduce carbon emissions.
HydrogenOne Capital LLP employs a
fully integrated investment and asset management approach and
integrates its focus on ESG criteria throughout the entire
investment process.
The Principals of the Investment
Adviser
The Principals of the Investment
Adviser have in excess of 60 years of combined experience and a
track record of success in the energy industry and capital markets
which are directly applicable to the hydrogen industry, including
acquisitions, mergers and divestments, development of growth energy
projects, supervision of profitable energy production, ESG track
record, investments in both listed and private companies and board
advisory. Their biographies are included in the annual
report.
The Investment Adviser's
team
The Principals have assembled an
experienced team to support the Company. This group brings a
mixture of finance, technical and sector skills to support the
Investment Adviser in its day-to-day activity. The Investment
Adviser has established a team which is responsible for financial
modelling, corporate and asset valuation analysis, and opportunity
assessment for the Company. The Principals anticipate a further
increase in headcount as the Company continues to grow its
activities.
Advisory Board of the Investment
Adviser
The Principals of the Investment
Adviser are supported by an experienced team which comprises the
Advisory Board.
The Advisory Board has been
carefully selected to provide expert advice to the Investment
Adviser on the hydrogen sector, project finance and capital
markets. The Investment Adviser has appointed the members of the
Advisory Board to provide it with advice from time to time. No
members of the Advisory Board are directors, officers, employees or
consultants of the Company, the AIFM or the Investment Adviser. It
is envisaged that the Advisory Board will evolve over time, with
additional experts being added or substituted as and when
required.
Portfolio summary
Company
|
Country of incorporation
|
Value of investment
£'000
|
Private Hydrogen Assets held by the Limited Partnership at 31
December 2023
|
Sunfire GmbH
|
Germany
|
27,068
|
Elcogen plc
|
United Kingdom
|
24,430
|
Strohm
|
The Netherlands
|
19,719
|
HiiROC Limited
|
United Kingdom
|
13,701
|
Cranfield Aerospace Solutions
Limited
|
United Kingdom
|
11,870
|
Bramble Energy Limited
|
United Kingdom
|
10,621
|
HH2E AG
|
Germany
|
6,971
|
NanoSUN Limited
|
United Kingdom
|
5,428
|
Gen2 Energy
|
Norway
|
4,443
|
Thierbach
|
Germany
|
1,955
|
Total
|
126,206
|
Company
|
Country of main listing
|
Market value
£'000
|
% of net
assets
|
Listed Hydrogen Assets held by the Company at 31 December
2023
|
SFC Energy AG-BR
|
Germany
|
437
|
0.3
|
Hydrogen-Refueling-Solutions
SA
|
France
|
278
|
0.2
|
Doosan Fuel Cell Co Ltd
|
South Korea
|
268
|
0.2
|
S-Fuelcell Co Ltd
|
South Korea
|
233
|
0.2
|
AFC Energy plc
|
United Kingdom
|
221
|
0.2
|
Hexagon Purus ASA
|
Norway
|
186
|
0.1
|
Green Hydrogen Systems A/S
|
Denmark
|
180
|
0.1
|
Fuelcell Energy Inc
|
United States
|
113
|
0.1
|
Ballard Power Systems Inc
|
Canada
|
100
|
0.1
|
McPhy Energy SA
|
France
|
80
|
0.1
|
Ceres Power Holdings plc
|
United Kingdom
|
77
|
0.1
|
Aker Horizons AS
|
Norway
|
73
|
0.0
|
ITM Power plc
|
United Kingdom
|
62
|
0.0
|
Enapter AG
|
Germany
|
11
|
0.0
|
Cell Impact AB
|
Sweden
|
3
|
0.0
|
Total listed investments
|
|
2,322
|
1.7
|
|
|
|
|
Private assets investment held by the Company at 31 December
2023
|
HydrogenOne Capital Growth
Investments (1) LP
|
United Kingdom
|
125,861
|
94.9
|
Total investments
|
|
128,183
|
96.6
|
Cash
|
|
4,626
|
3.5
|
Other net liabilities
|
|
(139)
|
(0.1)
|
Total net assets
|
|
132,670
|
100.0
|
Portfolio review, performance and valuation
Capital Deployment since IPO and
Pipeline1
The Company has invested £113.7
million in ten Private Hydrogen Assets and a portfolio of listed
equities since its 2021 IPO to 31 December 2023, directly or via
the HydrogenOne Partnership. The private companies account for 95%
of the NAV of the Company, and span the full value chain in the
clean hydrogen sector. The portfolio is dominated by supply chain
businesses, particularly electrolyzer and fuel cell makers such as
Elcogen and Sunfire. There are further investments in storage and
distribution businesses, such as Strohm, and project developers
setting up green hydrogen production facilities. Whilst the UK
accounts for over half of the portfolio by geography, the
Investment Advisor assesses that the bulk of sales from portfolio
companies are derived from the EU and Asia Pacific.
1 Capital deployed is comprised
of the acquisition costs of Listed Hydrogen Assets (2023: £nil,
2022: £nil, 2021: £9.4 million) and Private Hydrogen Assets
acquired by the Limited Partnership (2023: £10.6m, 2022: £54.3
million, 2021: £39.2 million).
Distinctive and unique hydrogen portfolio
At the time of its IPO, the Company
had an Investible Universe of c.120 Private Hydrogen Assets of
private companies and hydrogen production projects. Since the IPO,
the Company has seen significant expansion of its opportunity set
in both private companies and hydrogen production projects, at
least double the number of opportunities since the IPO. At the same
time, the Company now sees material opportunities to invest in
green hydrogen production projects, with financial close and final
investment decision expected in the Company's portfolio developer
businesses during 2024, in Norway and Germany. These projects,
alongside further hydrogen opportunities build out to an investment
pipeline of some £500 million available for the Company's investors
in the future.
Alongside this expansion in the
opportunity set, the Company has seen the arrival of multiple
industrial investors into the hydrogen sector. This is typically
incumbent consumers of grey hydrogen, and companies seeking to
access clean hydrogen supplies and technologies. The Company is
invested alongside multiple industrial strategic investors
today.
The Company has been investing in
follow-ons in its existing portfolio during 2023, alongside
existing investors, and new investors, against the backdrop of a
challenging environment for fund raising for the hydrogen sector
and the Company. The Company will likely require a fresh capital
raise in order to invest in any new pipeline
opportunities.
Investing alongside blue-chip
industrials and funds
The Company has invested in a range
of private hydrogen businesses across the value chain. Early-stage
businesses, such as Cranfield Aerospace and HiiROC, are developing
high quality intellectual property and investing in demonstrator
facilities, ahead of full roll-out of commercial solutions. Mid
stage companies, for example Bramble, are commencing commercial
sale of their technology and products, and typically have single
digit millions of pounds of revenues, and negative EBITDA. Growth
businesses are fundamentally larger and more developed, with
investment in order to build industrial scale factories and
world-wide customer bases for their products, with a clear
visibility to positive EBITDA. Whilst these growth businesses are
best placed for IPO into public markets in the coming years, which
would mark an exit for the Company, the Company also expects to be
able to exit from earlier stage businesses through trade sales, to
industrial strategic investors.
Growing value for investors
|
% of invested portfolio (31
Dec 23)
|
Activity
|
Investments
|
2022-23 revenue growth
(%)
|
Early stage
|
33%
|
· IP
demonstrators
· Project developers
|
Cranfield
HiiROC
HH2E
Gen2
Energy
NanoSUN
|
+76%
|
Mid stage
|
10%
|
· Manufacturing roll-out
· Production project delineation
|
Thierbach
Bramble
|
>+1,000%
|
Growth
|
55%
|
· Significant capacity growth
· Industrial scale and EBITDA
|
Elcogen
Sunfire
Strohm
|
+119%
|
|
|
|
|
2023: £74m
(+125% vs
2022)
|
Valuation
As set out in note 4 of the
Financial Statements, the Investment Adviser has carried out fair
market valuations of the Private Hydrogen Assets at 31 December
2023, which have been reviewed by the Valuation Committee, and the
Directors have satisfied themselves as to the methodology used, the
discount rates and key assumptions applied.
Private Hydrogen Assets at 31
December 2023 have been valued using either the discounted cash
flow ('DCF') methodology, the value of the loan principal plus
accrued interest for loans to Project Development companies or a
scenario based valuation incorporating DCF, indicative offers and
net asset values consistent with the International Private Equity
and Venture Capital Valuation ("IPEV") Guidelines. The valuations
are also benchmarked against listed peer group
valuations.
Listed Hydrogen Assets are valued at
fair value, which is the bid market price, or, if bid price is
unavailable, last traded price on the relevant exchange.
Our approach to valuation remains
consistent and unchanged. Valuations are updated for all Private
Hydrogen Assets on a quarterly basis and approved by the AIFM, the
Valuation Committee and the Board, and are audited annually by the
Company's auditor, KPMG.
Discount rates are calculated using
market parameters for each investment domicile. The weighted
average discount rate for 31 December 2023 was 14.2 % compared with
13.0% at December 2022.
The Company notes that its NAV has
been steadily increasing over the last twelve months. This has been
driven by organic growth in the Company's private assets, despite
headwinds from lower share prices of the listed portfolio companies
and higher discount rates. The share prices of listed hydrogen
companies, which we track with the Solactive Hydrogen Economy Index
("SOLGHYD"), have been volatile and declining since Q3 2021. This
decline is due to market allocation away from early-stage
technology businesses as interest rates have risen, and a
correction to the high valuations seen in the market in
2020-21.
The Company's own share price has
tracked this decline in listed hydrogen companies, and listed funds
in general, despite the growth in NAV. In 2021-22, the Company
assessed that many listed hydrogen companies were trading on higher
valuations than its private portfolio companies, based on forward
multiples of revenues. At the end of 2023, the revenue multiples of
the listed hydrogen sector and the Company's private portfolio had
converged, as the listed hydrogen sector had de-rated.
The
Company's approach to valuation remains consistent while market has
seen strong rise and correction
· Listed
hydrogen company valuations have decreased in 2022-23, whereas HGEN
NAV has been steady, reflecting our consistent valuation
methodology
· Forward revenue multiple of c. 9.8X (2025E) in private
portfolio is in line with listed hydrogen companies
2023 Performance and 2024
outlook
NAV per share increased by 5.8% from
31 December 2022 to 31 December 2023 (97.31p to 102.99p), with NAV
growing from £125.4 million to £132.7 million over the
period.
The NAV increase was driven
primarily by valuation uplifts in nine private companies,
positively contributing 10.8 pence per share. The main factors
behind this growth were roll-forward of discounted cash flow
("DCF") valuations, and improving financial performance from the
portfolio companies. Discount rates had a negative impact on
valuation in 2023. The portfolio weighted average discount rate at
31 December 2023 was 14.2%, higher than 31 December 2022 (13.0%),
decreasing NAV by 6.7 pence per share, or £8.6 million.
Portfolio valuation changes 2022-23
During the 12 months to 31 December
2023, private portfolio companies delivered an aggregate unaudited
£74 million in revenue, a 125% increase compared to the year ended
31 December 2022, on a pro-forma basis. Seven of the ten private
companies are revenue generating. Thierbach and Gen2 Energy are
project developers that are inherently pre-revenue businesses ahead
of the start-up of green hydrogen production, and HiiROC is
expected to commence revenue generation from its thermal plasma
electrolyzer business from 2024. These positive financial trends
reflect the build out of capacity to meet strong order books for
hydrogen supply chain equipment.
The
portfolio is revenue generating and has produced consistent
growth
· 8
private companies are revenue-generating
· 2023
revenue growth +125% to £74m
Revenue 100% basis for private
portfolio companies
Investments in 2023 totalled £10.6
million in 5 existing portfolio companies, as well as one new
position, the Thierbach Project, a green hydrogen development in
Germany, which is being managed by portfolio company
HH2E.
Cash and cash equivalents were £4.6
million, with additionally £2.3 million of listed hydrogen
companies at the end of the year.
We continue to see strong investment
interest from industrial strategic investors in portfolio companies
and the hydrogen industry at large in 2023, and note that Cemex and
HD Hyundai invested in HydrogenOne businesses during the year,
which underpin the investment cases and bring strategic
partnerships to the businesses.
The UK Government continues to
support the development of clean hydrogen supply, yet has elected
to slow the pace of fossil fuel phase out in transport, which has
reduced the pace of deployment of clean hydrogen in the UK into
transport. In light of this development, and weak financial
markets, we have restructured NanoSUN and relaunched in early 2024
as Swift Hydrogen, which has a lower cost base and simplified
capital structure, for renewed growth in the business, with
customers in the EU in the near term. The December 2023 valuation
for NanoSUN reflects a scenarios based analysis of potential
outcomes for the business that existed as of the valuation date,
resulting in a reduction in the value for NanoSUN compared to 31
December 2022. The restructuring of NanoSUN was completed in
February 2024, and will be reported in the unaudited first quarter
2024 results.
At 31 December 2023, the Company has
invested in ten private investments, in the UK and Europe,
representing 98.2% of its invested portfolio by value. Additional
investment in strategic, global hydrogen equities represented 1.8%
of the invested portfolio.
The Investment Adviser expects to
exit from the majority of the Company's listed hydrogen investments
during 2024, as we implement the strategy to focus on private
investments over time. As the Company enters its third full year of
trading, following its 2021 IPO, the Investment Adviser is engaging
with portfolio companies for full or partial exits from the private
portfolio. Several portfolio companies have engaged investment
banks for this purpose.
The portfolio continues to perform
in line with the expectations of the Investment Adviser,
HydrogenOne Capital LLP, despite the challenging conditions in
private equity fundraising currently.
Portfolio review, performance and valuation
Our
portfolio
Sunfire GmbH
www.sunfire.de
A
German industrial electrolyzer producer, which offers both pressure
alkaline (AEL) and solid oxide electrolyzers
(SOEC).
Total investment value
|
£27.0m
|
%
of NAV
|
20.4%
|
Change in NAV in 2023
|
£5.2 m
|
Date of investment
|
October 2021
|
Co-investors
|
Planet First Partners, Lightrock,
SMS, Neste, Copenhagen Infrastructure Partners, GIC, Carbon Direct
Capital Management, Blue Earth Capital, Amazon Climate Pledge
Fund
|
Why
we invested
|
· Industry-leading electrolyzer manufacturer, investing for
growth and technology development.
· Material alkaline and solid oxide business, with revenues from
a growing international customer base in the global industrial
electrolyzer market.
· Strong
product credentials backed by existing customer base and generated
by high quality in-house engineering and product design.
· 500MW
/ annum electrolyzer production site in EU - with a further
extension to gigawatt-scale already in planning.
|
Company strategy for value creation
|
Committed to its mission
"Electrolysis. Delivered. At Scale.", Sunfire targets installing
several gigawatts of electrolysis equipment by 2030 securing a
leading position in the fast-growing global electrolyzer market.
The company is serving large-scale green hydrogen projects with
pressurized alkaline (AEL) and solid oxide electrolyzers ("SOEC").
With this unique product portfolio and a strong commitment to
reliable execution and scaling with best-in-class partners, Sunfire
focuses on enabling efficient green hydrogen production at
competitive costs across different industrial applications - and
thus, making a significant contribution to generating green
industrial growth and prosperity.
|
Company ESG strategy
|
Sunfire enables industrial clients
to decarbonise. The electrolyzers the company manufactures
substantially contribute to avoiding greenhouse gas emissions by
producing renewable hydrogen. With that, Sunfire's electrolysis
technologies propel the energy transition in hard-to-abate
sectors.
Furthermore, Sunfire strives to
reduce its own carbon footprint, e.g., by increasing energy
efficiency and sourcing green energy. In 2023 the company
officially launched the series production of core electrolyzer
components at its site in Solingen where the company invested EUR
30 million in scaling up an energy-efficient production capacity.
Also, Sunfire procured about 1.7 gigawatt hours of certified
renewable electricity.
|
Milestones delivered in 2023
|
· Sunfire made significant progress in 2023 with its projects,
totalling 190 MW Pressurized Alkaline + 250 KW SOEC.
· Sunfire started the construction of its €30 million Research
and Development centre at Dresden, Germany, including prototype
testing and manufacturing facilities.
· The
GET H2 TransHyDE joint project, based in Lingen achieved first
hydrogen production, on the site of the RWE gas-fired power plant
in Emsland (KEM) using a high-temperature 250 KW SOEC from
Sunfire.
· Secured a contract to supply a 100 MW pressurized alkaline
electrolyzer to a European refinery.
· Sunfire received a €169 million grant from IPCEI to support
its growth plans. Sunfire is investing in total around €400 million
to establish industrial series production of its technologies, and
validating them in Saxony and North Rhine-Westphalia, aiming for GW
scale over time.
· Sunfire launched a new serial production facility in Solingen,
Germany with investment of €30m at the facility.
· Sunfire increased headcount by 30% across all locations,
particularly in R&D and industrialization.
|
Elcogen plc
www.elcogen.com
Fuel cell and electrolyzer manufacturer with presence in
Estonia and Finland
Total investment value
|
£24.4m
|
%
of NAV
|
18.4%
|
Change in NAV in 2023
|
£4.0 m
|
Date of investment
|
May 2022
|
Co-investors
|
· Biofuel OÜ, VNTM Powerfund II, HD Hyundai Group, Baker
Hughes
|
Why
invested
|
· Industry-leading innovator and supplier of solid oxide cells
and stacks, with manufacturing facilities in Finland and Estonia,
ready for expansion.
· High
end offering based on advanced solid oxide ("SO") technology with
low operating temperatures and superior economics.
· Developed a reversible ceramic technology that converts
hydrogen into emission-free electricity and vice versa.
· Over
10-year track record.
· Over
60 established industrial customers worldwide.
|
Company strategy for value creation
|
Elcogen believes in a future fuelled
by green hydrogen and its ambition is to become a leading global
supplier of the underlying technology that can make this future
happen. This will be achieved through continued development of the
Group's solid oxide fuel cells ("SOFC") and SOEC technology
platform and manufacturing products at the lowest cost possible by
securing the economies of scale that come with volume
production.
The Group will fund development
costs, increased production and corporate infrastructure through
increasing its revenue base, growing its list of customers and
continuing to attract strategic investors, which provide both
revenue opportunities as well as growth capital.
|
Company ESG strategy
|
Elcogen supplies the core technology
that sits at the heart of energy security and the transition away
from fossil fuels.
The Group is committed to delivering
the world's most efficient technology for the production and use of
green hydrogen, providing customers with affordable energy
solutions to meet net zero targets. Green hydrogen is promised to
decarbonise hard-to-abate sectors and provide a clear pathway away
from fossil fuel reliance.
Elcogen is committed to ensuring it
makes a positive contribution to the environment and society, and
being sustainable means adopting best practices that are filtered
throughout all layers of the Group.
|
Milestones delivered in 2023
|
· Korea
Shipbuilding & Offshore Engineering, a member of HD Hyundai
Group, invested €45m in Elcogen. This investment will be used to
expand Elcogen's manufacturing capacity, with a new factory
facility in Tallinn, Estonia, where preparations for construction
have now commenced, to add capacity of up to 360MW, with 100MW
capacity planned for Phase 1. HD Hyundai and Elcogen intend to
further strengthen their collaboration with a focus on marine
propulsion systems and stationary power generation, based on
Elcogen's proprietary solid oxide fuel cell technology, with
the intent to manufacture products in South Korea.
· Elcogen signed Memorandum of Understanding ("MOU") with Bumhan
Fuel Cell Co, a South Korean company ("Bumhan"). The purpose of the
partnership is to cooperate towards the commercialisation of SOFC
and SOEC technology to catalyse the global transition to clean
energy.
· The
company signed a supply and R&D collaboration agreement with
the French company Genvia. The contract helps to further
collaborate with the goal to accelerate the production of
affordable green hydrogen in the EU, under the Important Project of
Common European Interest.
· Elcogen was awarded funding from IPCEI for a €25.4 million
project to accelerate the deployment of its solid oxide technology,
to enable affordable green hydrogen production in
Europe.
|
HiiROC Limited
www.hiiroc.com
UK-based thermal plasma electrolysis developer, with
world-leading (IP-protected) technology for low-cost, zero-emission
hydrogen, also enabling flare/waste gas mitigation and CO2 capture
using biomethane.
Total investment value
|
£13.7m
|
%
of NAV
|
10.3%
|
Change in NAV in 2023
|
£0.8m
|
Date of investment
|
November 2021
|
Co-investors
|
Melrose Industries (GKN Aerospace),
Centrica, Hyundai, Kia, Wintershall Dea, VNG, CEMEX
|
Why
invested
|
· Proprietary technology to convert natural gas, flare gas and
biomethane into hydrogen and solid carbon black.
· Multiple applications across all sectors of hydrogen use from
blending in natural gas grids to industrial decarbonisation to
transport.
· Opportunity to support methane reduction targets through the
global imperative to halt gas flaring and venting.
· Industrial off-takers of the product such as Centrica, Hyundai
and CEMEX also on the shareholder register.
· Highly
scalable modular solution, producing 400kg / day of hydrogen from a
single unit through to large plants capable of 100's of tonnes /
day of hydrogen, alongside carbon black.
|
Company strategy for value creation
|
HiiROC is focused on addressing
customer challenges - decarbonising production of hydrogen and
carbon black and reducing atmospheric GHGs through mitigation and
capture.
To do this, HiiROC is working with
customers to meet their specific needs for hydrogen and carbon
black rather than building capacity without offtake. Having
demonstrated the versatility of Thermal Plasma Electrolysis (TPE)
across a number of use cases and feedstocks in 2023, we are moving
to the roll out of production plants in the UK and, to follow, in
the USA and MENA.
|
Company ESG strategy
|
HiiROC can help accelerate the
transition to Net Zero through the deployment of its technology at
scale. HiiROC expects to make its most significant contributions to
SDGs 7 (Affordable & Clean Energy), 9 (Industry, Innovation
& Infrastructure) and 11 (Sustainable Cities &
Communities). In due course, these will be reported-on along with
other sustainability performance data, in-line with our Net Zero
ambitions.
|
Milestones delivered in 2023
|
· Installed pilot units on client site during 2023,
demonstrating technology, and testing use cases in 2024, including
decarbonising gas flares and biomethane conversion.
· Hosted
Lord Callanan, UK Minister for Energy Efficiency and Green Finance,
at our Hull headquarters, where he had the opportunity to meet the
team and learn about TPE, and then at our Brigg site, make
hydrogen, first-hand.
· HiiROC's technology was officially included within the scope
of the UK Government's Low Carbon Hydrogen Standard (LCHS), opening
up the UK market for HiiROC and laying the groundwork for similar
discussions with the US Department of Energy.
· CEMEX
announced plans to decarbonise its Rugby cement kiln using HiiROC's
technology and completed an increase of its
shareholding.
|
NanoSUN Limited
www.nanosun.co.uk
UK-based developer of hydrogen distribution and mobile
refueling equipment
Total investment value
|
£5.4m
|
%
of NAV
|
4.1%
|
Change in NAV in 2023
|
(£6.1m)
|
Date of investment
|
December 2021
|
Co-investors
|
Westfalen Group
|
Why
invested
|
· NanoSUN technology allows for shipping of clean hydrogen from
production sites to customers, both cheaply and safely.
· Provides flexible and low-cost connection between hydrogen
customers such as truck stops, and concentrated hydrogen
supply sources.
· Flat-bed solution with 60% lower cost than alternative
systems.
· Accelerating large-scale roll out of fleets of hydrogen buses,
trucks, vans and forklifts.
· High
quality order book with clients such as Westfalen, and Octopus
Hydrogen.
|
Company strategy for value creation
|
Continued manufacture and delivery
of Pioneer units, 11 units completed in 2023. Close collaboration
with end users supporting field equipment, generating data and
learning from real world applications. To be used for continuous
improvement and future product development. Development of
after-market offering, including annual service contracts signed
with end users.
Initial stages of development for a
data services offering.
|
Company ESG strategy
|
NanoSUN participated in the European
Innovation Council and European Institute of Innovation and
Technology (EIC-EIT Climate) Race to net Zero, which helped us
assess the climate impact of our products by validating our
lifecycle assessment. This demonstrated that every Pioneer fill
saves 4.2-5.8 tCO2e and just 10-13 Pioneer fills is required to
offset the emissions generated during manufacture.
|
Milestones delivered in 2023
|
· NanoSUN and IIT Hydrogen Bolzano signed an MOU to jointly
explore the operational use of NanoSUN's Pioneer hydrogen
refuelling equipment across a range of hydrogen applications in
Italy, which could lead to the rapid deployment of safe, reliable,
and cost-effective hydrogen refuelling infrastructure.
· Westfalen and NanoSUN have deployed 4 Pioneer Hydrogen
Refuelling Stations in German city Brühl, in the Cologne area, to
fuel 6 new Solaris Hydrogen City Buses. The filling station was
developed in cooperation between Westfalen Group and NanoSUN. The
system will avoid emissions of 393 tons of CO2 and 0.55.tons of NOx
per year. Filling a fuel cell bus with the Pioneer system less than
20 minutes.
|
Strohm Holding B.V
www.strohm.eu
The
Netherlands-based hydrogen pipeline company
Total investment value
|
£19.7m
|
%
of NAV
|
14.9%
|
Change in NAV in 2023
|
£8.1m
|
Date of investment
|
August & December
2022
|
Co-investors
|
Shell Ventures, Chevron Technology
Ventures, Evonik Venture Capital, ING Corporate
Investments
|
Why
invested
|
· Industry leaders in offshore hydrogen and CO2 pipelines, where
we see significant market growth.
· Thermoplastic composite pipe ("TCP") has c.50% less greenhouse
gas emissions than metal. Can transfer up to nine times the amount
of hydrogen energy compared to a cable.
· TCP's
flexibility, lack of corrosion, fatigue and embrittlement make it
the superior pipeline solution for offshore wind farms, generating
hydrogen.
|
Company strategy for value creation
|
The Strategy for Strohm is to enable
the energy transition through proven high end composite pipe
technology. Strohm develops its technology on the basis of being
able to be used in both conventional energy applications, as well
as in renewable energy applications. This includes development,
qualification, and building up track record.
The company invests in product
development and qualifications for renewable energy applications
including hydrogen, CO2 transport, ammonia transport, and similar
applications. Strohm does this by fully building on the
qualifications we already have. Today we already have the first
offshore hydrogen pipeline contract, and the first client
qualifications for hydrogen transport. Strohn invests in pilots for
hydrogen and for CCS.
Strohm has unique benefits for both
hydrogen and for CCS applications, in the key attributes of our
technology, the total lack of corrosion, of embrittlement, of
fatigue. These provide fundamental solutions to support the
transition. Once the market grows for these renewable energy
applications, we will be ready to support the growth by having a) a
high Technology Readiness Level ("TRL") product and b) fully
de-risked and scaled production capacity.
|
Company ESG strategy
|
Strohm is proud to be a Climate
Neutral Certified organisation, as certified according to the
Climate Neutral Certification Standard from the Climate Neutral
Group (CNG). Strohm achieved compliance to the CNG standard to
become a recognised Climate Neutral Organisation in 2020 by
implementing an ESG strategy featuring key CO2 reduction
initiatives, including an accredited offsetting programme. Through
these efforts, Strohm are making significant progress towards
achieving their next goal, to reduce our products CO2 footprint
from a product life cycle point of view and invest in product
development to support the energy transition. Strohm do this across
the parameters of a) reducing the CO2 footprint of pipelines, b)
enabling the transition from fossil fuel to green energy, and c)
reducing the CO2 footprint of their own products.
|
Milestones delivered in 2023
|
· Strohm
became the first company to receive DNV qualification for deepwater
TCP Flowline. Initial trials began in Brazil in 2018, aimed at
applications typical of the region's post-salt deep water fields.
Almost 40 tests were carried out on Strohm's subsea flowlines,
based on a product design life of 30 years, with changing loads at
different temperatures.
· TCP
offers significant greenhouse gas emissions savings compared to
traditional solutions, and has significant growth prospects in
transporting offshore hydrogen and CO2.
· Strohm
successfully installed its first deep-water / high pressure TCP
jumper in Guyana at water depths of 1,700m.
· The
company was selected as partner for the Hydrogen Offshore
Production for Europe ("HOPE") project. HOPE is an important
milestone in the industry trend to produce green hydrogen in the
offshore. The project is planned to be 10MW (4 tonnes of
hydrogen per day), installed off the port of Ostend, in Belgium.
The project has been selected by the European Clean Hydrogen
Partnership, under which it has been awarded a EUR20 million grant.
HOPE is being coordinated by Lhyfe, and implemented by eight
European partners: Alfa Laval, Plug Netherland, Strohm, EDP NEW,
ERM, CEA, POM-West-Vlaanderen and DWR eco.
· Strohm, alongside BW Offshore, Switch2, MARIN and TU Delft,
have received a EUR3 million grant from the Dutch government
for project OFFSET - an industrial scale floating green hydrogen
and ammonia project, based on the proven concept of a floating
production and offloading vessel ("FPSO"). The objective of the
OFFSET project will be to demonstrate a decrease in the cost of
green fuel production and thereby increase its
accessibility.
· Strohm
was awarded a contract by PRIO (formerly known as PetroRio) to
provide its composite pipe solutions to support operations at its
Frade field, in Brazil.
· Strohm
delivered a major milestone by completing its plant expansion in
the Netherlands. The new facility can produce some 140km of TCP
pipeline per year, a three-times increase on previous
levels.
· 200%
increase in revenue year-over-year and positive EBITDA achieved in
Q4 2023 for the first time.
|
Bramble Energy Limited
www.brambleenergy.com
UK-based fuel cell and portable power solutions
company
Total investment value
|
£10.6m
|
%
of NAV
|
8.0%
|
Change in NAV in 2023
|
£0.6m
|
Date of investment
|
February 2022
|
Co-investors
|
IP Group, BGF, Parkwalk, UCL
Technology Fund
|
Why
invested
|
· Pioneering revolutionary fuel cell design and manufacturing
techniques.
· Novel
printed circuit board design PCBFC™ - low cost, scalable and
recyclable fuel cell modules.
· Leading global automotive businesses working closely with
Bramble to scale up product offering.
· Developing high-power density, mobility fuel cell
systems.
|
Company strategy for value creation
|
Bramble has developed the world's
lowest cost fuel cell, suitable for every application. It is
manufacturable globally without capex, in existing third-party
facilities. Simplified stacks, means simplified systems, and that
means lower cost all round. Joint development agreements will lead
to technology licence agreements and royalties.
|
Company ESG strategy
|
Bramble Energy conducts its business
activities in a way that ensures, as far as practicable, that the
environmental impacts of it's operations are positive, and any
negative impact is mitigated. Bramble Energy has made the SME
Climate Commitment which recognises that climate change poses a
threat to the economy, nature and society-at-large, the company
commits to take action immediately in order to achieve and
surpass:
· Halving our greenhouse gas emissions before 2030.
· Achieving net zero emissions before 2040.
· Disclosing our progress on a yearly basis.
|
Milestones delivered in 2023
|
· Bramble Energy and EDAG Group have signed an MOU to
collaborate on a digital investigation into using a hydrogen
Printed Circuit Board Fuel Cell (PCBFC™) within a standardized EV
platform. The project, named 'FC-STORM', aims to create and
showcase a design study of the 3D integration of Bramble's
cutting-edge hydrogen fuel cell system into EDAG's storage platform
designed for passenger vehicles and light commercial
vehicles.
· Bramble Energy won The Gateley Business Transformation of the
Year Award 2023 and was also announced in the Deloitte UK Fast 50,
one of the UK's foremost technology awards programmes.
· The
company announced the opening of its new state-of-the-art
headquarters in Crawley, West Sussex. The expansive new facility,
which includes a world-leading hydrogen innovation and development
hub, and builds on the company's strong growth since launching in
2016.
· Bramble Energy has secured £12 million UK Government funding
to provide fuel cell technology to hydrogen buses. Bramble Energy's
innovative, low-cost printed circuit board fuel cell ("PCBFC")
technology will power an all-new hydrogen double-decker bus, which
will be developed in conjunction with Equipmake, Aeristech and the
University of Bath.
|
Cranfield Aerospace Solutions Limited
www.cranfifieldaerospace.com
UK-based passenger flight innovator, powering turboprop flight
with hydrogen
Total investment value
|
£11.9m
|
%
of NAV
|
8.9%
|
Change in NAV in 2023
|
£5.6m
|
Date of investment
|
March 2022, January 2023
|
Co-investors
|
· Safran
Ventures, Tawazun Strategic Development Fund, Motus
Ventures
|
Why
invested
|
· Cranfield is a technology leader in delivering hydrogen
powered turboprop flight.
· Aerospace market leader in the design and manufacture of new
aircraft design concepts, complex modifications to existing
aircraft and integration of cutting-edge technologies.
· Working on CAA certification of the Britten-Norman Islander
passenger aircraft using hydrogen powered fuel cells supplying
electricity to DC motors for rotational power.
|
Company strategy for value creation
|
The company's mission is to deliver
the world's first passenger carrying zero emission aircraft using
H2 fuel cell propulsion.
The strategy to achieve this is
based on developing hydrogen fuel cell electrically driven
powertrains in a modular fashion that can be fitted to a range of
air vehicles. The powertrains will range in size from 125Kw through
to 500kW enabling them to be used in small passenger aircraft,
cargo drones and in auxiliary power units (APUs) for single and
twin aisle aircraft.
|
Company ESG strategy
|
The ESG strategy centers on
sustainable practices, aiming for positive impact across all facets
of our operations. Environmentally, Cranfield is committed to
developing a zero emissions aircraft that will be a world
first. More locally the company commits to reducing their carbon
footprint, minimizing waste, and have launched cycle to work and EV
car schemes. Socially, the company prioritize diversity, equity,
and inclusion, promoting employee well-being and stakeholder
engagement. Governance- wise, transparency, ethical
decision-making, and accountability are paramount. Continuous
monitoring and reporting ensure alignment with developing internal
ESG standards. By integrating ESG principles into its business
model, Cranfield strives to create long-term value for
stakeholders, mitigate risks, and contribute to a resilient,
responsible, and prosperous future.
Developing a best practice approach
to assessing and minimising the environmental impact of our supply
base. To be embedded in our supplier assessment toolkit, the work
on ESG will ensure compliance with requirements and disclosure
standards, and help develop a resilient supply chain.
|
Milestones delivered in 2023
|
· Cranfield and Reaction Engines signed an MOU to expand their
existing collaboration to explore additional aerospace applications
for their zero-emission propulsion technology.
· Memorandum Of Understanding signed with Dronamics to further
progress the application of the company's hydrogen-electric
propulsion system to the Dronamics Black Swan cargo drone aircraft.
This agreement confirms the position of the company as the
preferred supplier of HFC propulsion systems to Dronamics and
includes a letter of intent for the supply of a substantial number
of propulsion systems from 2026. This opens a new route to market
for its hydrogen-electric propulsion system, alongside existing
arrangements with Britten-Norman.
· The
company unveiled its newly refurbished hangar and R&D facility
for the development of zero emissions aircraft. The facility,
leased by the company, has undergone major refurbishments as part
of Cranfield University's decarbonisation plan, with significant
investment into reducing the building's carbon
footprint;
· Three-party agreement with MONTE Aircraft Leasing (MONTE) and
Australian air charter company Torres Strait Air to convert up to
ten Britten-Norman Islander aircraft to hydrogen-electric
power.
· Cranfield has adjusted its strategy, and intends to deploy its
innovative hydrogen flight technology across multiple platforms,
and at the same time to develop further IP in hydrogen powered
flight. The previously-announced plan to merge the company and
Britten-Norman has been replaced with the intent to further
strengthen the strategic co-operation between these two separate
parties.
· In Q1
2023 HGEN invested £1.4m in the final tranche of a £14.4m round,
totalling £2.9m, alongside Safran Corporate Ventures and the
Strategic Development Fund.
|
HH2E AG
www.hh2e.de
German green hydrogen project developer with a focus on
industrial customers
Total investment value
|
£7.0m
|
%
of NAV
|
5.2%
|
Change in NAV in 2023
|
£1.9m
|
Date of investment
|
May 2022
|
Co-investors
|
Foresight Group LLP
|
Why
invested
|
· A
prominent leader in Germany focused on green hydrogen and battery
storage project development.
· HH2E
has secured attractive German brownfield sites close to hydrogen
offtake with grid connections capable of 1 GW capacity.
· Provides HGEN with investment rights in multiple large-scale
green hydrogen based decarbonisation projects.
· The
battery and alkaline electrolyzer combination enables near-constant
production using the cheapest hours of renewable electricity
supply.
|
Company strategy for value creation
|
HH2E is at the vanguard of energy
transition in Germany, aiming to become one of largest green
hydrogen producers in the country.
HH2E developed an innovative
technology mix and a forward-thinking business strategy, to exploit
the surplus of solar and wind energy sources to produce green
hydrogen on a large scale, economically. This approach not only
addresses the challenge of renewable energy curtailment by
utilising excess capacity but also sets a benchmark for efficiency
and sustainability in the industry.
Backed by institutional investors,
HH2E plans to develop several sites aiming for a 4 GW capacity
by 2030. Upon completion, the ongoing Final Investment Decision
process for the HH2E Lubmin project, which begins with an initial
capacity of 100 MW and is scalable to 1 GW, will mark a
significant advancement in enhancing green hydrogen production in
Germany and Europe.
|
Company ESG strategy
|
HH2E is committed to becoming a
leader in the green energy sector with a robust ESG strategy that
underpins its mission to drive sustainable energy
transitions.
Environmentally, HH2E is focused on
reducing carbon emissions by maximising the potential of renewable
energy sources for green hydrogen production, contributing to
eliminate curtailment, and aiming for zero-waste
operations.
Socially, HH2E prioritise community
engagement, ensuring their projects bring opportunities to areas
undergoing structural changes, thereby creating new economic
opportunities, fostering local employment, and adhering to the
highest safety and health standards.
Governance-wise, HH2E maintains
transparent business practices, uphold ethical standards, and
ensure compliance with regulatory requirements. Through these
pillars, HH2E aspires to set industry benchmarks, contribute
positively to societal change, and promote sustainable
growth.
|
Milestones delivered in 2023
|
· DHL
Group, HH2E, and Sasol announced plans to collaborate for the
production of sustainable aviation fuels in Germany, using
HH2E-supplied green hydrogen, for an initial capacity of 200,000
tonnes per annum, with potential to scale up to 500,000 tonnes per
annum.
· HH2E
announced plans for a supply agreement for green hydrogen with
Germany hydrogen refuelling leader H2 Mobility, aimed at the
transport sector.
· HH2E
has placed an order with BASF Stationary Energy Storage GmbH (BSES)
for 93 MWh of high-capacity Sodium Sulphur batteries.
· HH2E
secured funding for Lubmin FEED and Thierbach PID. HGEN committed
£2.5m (EUR 2.8m) for Thierbach alongside other institutional
investors and HH2E for engineering and commercial works.
· HH2E
agreed to purchase of 120MW of alkaline electrolyzer equipment from
NEL ASA.
· Addition of over 25 specialists in crucial areas such as
technology, project management, energy procurement, sales, and
finance, significantly strengthening and doubling our
team.
· Key
equipment purchases and reservations were made to ensure timely
site setup, including electrolyzers, high-capacity batteries, and
high-voltage components from leading suppliers like Nel Hydrogen,
BASF, and Siemens Energy.
· HH2E
secured multiple pivotal agreements covering power procurement,
hydrogen distribution, and offtake arrangements, alongside forming
strategic alliances with notable entities such as 50hertz, Gascade,
DHL, and H2 Mobility, marking significant strides in our
operational and strategic development.
|
Gen2 Energy
www.gen2energy.com
Norwegian green hydrogen project developer
Total investment value
|
£4.4m
|
%
of NAV
|
3.3%
|
Change in NAV in 2023
|
£1.0m
|
Date of investment
|
March 2022
|
Co-investors
|
HyCap, Vitol, Hoegh LNG, Knutsen
Group
|
Why
invested
|
· The
leading Norwegian green hydrogen project developer, with clear
plans to convert low-cost hydroelectric power to hydrogen, for
export and domestic use.
· Up to
925MW green hydrogen projects in Norway, with expected production
in 2026-2027.
· Specialist in low-cost 24/7 hydroelectric power.
· Co
invested with Norwegian LNG and ship operators that provides input
to the Gen2 hydrogen export solution.
· HGEN
has follow-on investment rights in multiple project
SPVs.
|
Company strategy for value creation
|
Gen2 Energy is set up to develop,
build, own and operate production facilities for green hydrogen and
hydrogen derivatives, and to ensure an efficient distribution of
these products. The company aims to establish production capacity
at large-scale based on 100% renewable energy, and the long-term
target is to have an aggregate capacity of 1GW in production by
2030. Gen2 Energy believes that the technology, means of transport
and market demand for various green hydrogen derivatives will
develop over time and has an opportunistic approach to selecting
solutions that optimise the relationship between high value, low
risk and low carbon emissions.
|
Company ESG strategy
|
By utilizing Norwegian renewable
electricity for hydrogen production, Gen2 Energy ensures
future-proof business cases for its projects. The company's
long-term ambition is to be a net-zero company, and in order to
reduce the carbon footprint for the whole value chain from
production to end-user, Gen2 Energy strives to be at the forefront
of selecting available technology with no/low carbon footprint.
Gen2 Energy is of the view that zero-emission solutions in most
cases go hand in hand with high value. In 2023, the company
obtained pre-certification that the output from the company's
initial Nesbruket project RFNBO compliant under RED
II/DA.
|
Milestones delivered in 2023
|
· Gen2
Energy and Securing Energy for Europe (SEFE) signed a Transaction
Term Sheet for the delivery of green hydrogen from Norway to
Germany.
· Post
year end, Gen2 Energy and Norsk e-Fuel signed agreement on green
hydrogen supply for the production of sustainable aviation
fuels.
· Entered agreement with Port of Helgeland on planning and
design of a new quay.
· Provaris Energy collaboration agreement for marine storage and
shipping solutions.
· Detailed zoning plan for Gen2 Energy's 100MW hydrogen facility
in Mosjøen approved.
· Signed
agreement with Åfjord municipality for large-scale production and
shipping of green hydrogen.
|
Thierbach project
www.hh2e.de
Green hydrogen production project in Germany
Total investment value
|
£2.0m
|
%
of NAV
|
1.5%
|
Date of investment
|
January 2023
|
Change in NAV 2023
|
£2.0m
|
Co-investors
|
Foresight Group LLP, HH2E
|
Why
invested
|
· First
direct project investment by the Company.
· Large-scale green hydrogen production opportunity with leading
players in the mobility sector, energy and industrial consumers as
potential offtakers.
· The
technology mix and design developed by the operator (HH2E AG)
enables constant production of cost-competitive green hydrogen
without a permanent supply of power.
|
Company strategy for value creation
|
Thierbach is a development project
aimed at building an industrial-scale green hydrogen production
facility. Its initial input capacity is projected to be 100 MW by
2025, with the ability to ramp up to over 1 GW by 2030.
The plant will serve green hydrogen
customers and offtakers, including leading players in the mobility
sector, large-scale energy and industrial consumers such as the
chemical industry and commercial air and road transport
operators.
|
Company ESG strategy
|
Thierbach adheres to HH2E's ESG
strategy, which is committed to becoming a leader in the green
energy sector with a robust ESG strategy that underpins its mission
to drive sustainable energy transitions.
The plant is projected to have the
capacity to produce c.6,000 tonnes of green hydrogen per year,
displacing fossil fuels and, therefore, avoiding harmful greenhouse
gas emissions. Further expansion phases could increase production
to more than 60,000 tonnes in the medium term, which could result
in over 10 million tonnes of greenhouse gas emissions ("GHGs")
avoided over the life of the project.
|
Milestones delivered in 2023
|
· HH2E
announced its second major green hydrogen production project in
Germany, a 100MW facility at Thierbach. HGEN committed £2.5m (EUR
2.8m) alongside other institutional investors and HH2E for
engineering and commercial works.
· EUR
13m spend (HGEN EUR 2.8m) on Front End Engineering and Design
(FEED), land purchase, key equipment.
· FID
planned for 2024 (Thierbach and Lubmin), subject to
funding.
· Phase
1 (100MW): c.6,000Htpa ~ 60,000tpa avoided GHGs
(Thierbach).
|
Listed Hydrogen Assets
The Company holds investments in 15
global hydrogen sector listed equities with an average market
capitalisation of £270 million with minimum market capitalisation
of £8 million. These companies are key players in the electrolysis,
fuel cell and clean hydrogen projects sectors. The current
portfolio is valued at £2.3m.
Analysis of financial results
The Financial Statements of the
Company for the year ended 31 December 2023 are set out in the
annual report.
Net assets
Net assets increased from £125.4
million at 31 December 2022 to £132.7 million at 31 December 2023.
The increase in net assets was driven primarily by an increase in
the value of the Private Hydrogen Assets, offset by the fall in
global stocks generally and the hydrogen sector more
specifically.
The net assets of £132.7 million
comprise £128.2 million portfolio value of investments, including
the holding in the HydrogenOne Partnership, and the Company's cash
balances of £4.6 million, and other net liabilities of £0.1
million.
The Limited Partnership's net assets
of £125.9 million comprise £126.2 million portfolio value of
investments, cash balances of £0.1 million and liabilities of £0.4
million.
Cash
At 31 December 2023, the Company and
the HydrogenOne Partnership (together the 'Group') had a total cash
balance of £4.7 million (2022: £19.7 million), including £0.1
million in the Limited Partnership, which is included in the
Company's balance sheet within 'investments held at fair value
through profit or loss'.
Profit for year
The Company's total profit before
tax for the year ended 31 December 2023 is £7.3 million (31
December 2022: £1.6 million), generating a return per Ordinary
Share of 5.68 pence (31 December 2022: profits of 1.27 pence per
share).
In the year to 31 December 2023, the
gains on fair value of investments were £9.2 million (31 December
2022: £3.2 million).
The expenses included in the income
statement for the year were £2.0 million, in line with
expectations. These comprise £0.1 million Investment Adviser fees
and £1.9 million operating expenses. The details on how the
Investment Adviser fees are charged are as set out in note 6 to the
Financial Statements.
Ongoing charges
The 'ongoing charges' ratio is an
indicator of the costs incurred in the day-to-day management of the
Company.
The ongoing charges percentage for
the year to 31 December 2023 was 2.56% (31 December 2022: 2.51%).
The ongoing charges have been calculated, in accordance with AIC
guidance, as annualised ongoing charges (i.e. excluding acquisition
costs and other non-recurring items) divided by the average
published undiluted Net Asset Value in the period. The calculation
is provided in the annual report. The ongoing charges percentage
has been calculated on the amalgamated basis and therefore takes
into consideration the expenses of HydrogenOne Partnership as well
as the Company.
Environmental, Social and Governance ("ESG")
ESG
highlights:
HGEN is an SFDR Article 9 impact
fund with a sustainable investment objective aligned with the
climate change mitigation goal of the EU Taxonomy.
· Reported to the Principles of Responsible Investment for the
first time and scored above median average for the peer group in
each of the three reported modules, including: Policy, Governance
and Strategy; Confidence Building Measures; and Direct Private
Equity.
· Produced the Company's first standalone Sustainability Report
for FY 23 aligned with the IFRS International Sustainability
Standards Board as an early adopter.
· Undertook a physical climate risk assessment during the year
incorporating scenario analysis from the International Panel on
Climate Change's Shared Socioeconomic pathways.
· The
Company's Board gender diversity remained 50%
Our
Impact:
£113.7 million
Deployed in low-carbon
growth;
91,116 tCO2e
Emissions avoided in FY 2023 and
141,695 tCO2e avoided since IPO;
571,294 MWh
Potential MWh lifetime clean energy
capacity in FY2023 and 797,294 MWh since IPO;
92% EU Taxonomy
Portfolio alignment with the EU
taxonomy for FY 23 (89% FY 22);
2.22 tCO2e/£m
Carbon footprint (FY 22 1.9 tCO23 /
£m);
Metrics
Greenhouse gas emissions
|
2023
|
2022
|
Scope 1
|
18 tCO2e
|
48 tCO2e
|
Scope 2
|
81 tCO2e
|
28 tCO2e
|
Scope 31
|
180 tCO2e
|
134 tCO2e
|
Carbon footprint
|
2.2 tCO2e / £m
Val2
|
1.9 tCO2e / £m
Val
|
GHG
Intensity
|
55.3 tCO2e / £m
Rev3
|
0.8 tCO2e / £m
Val
|
Avoided GHG in the year
|
91,116
tCO2e
|
42,716
tCO2e
|
Avoided Cumulative since IPO
|
141,695
tCO2e
|
50,579
tCO2e
|
Energy use - UK
|
268,669 kWh
|
93,383 kWh
|
Energy use - Global
|
2,157,604
kWh
|
750,563 kWh
|
1
Notwithstanding any mitigation action in the respective supply
chains, we expect that scope 3 emissions will increase as data gaps
are closed and use of estimates are reduced as more reliable data
from Private Hydrogen Assets becomes available.
2 Tonnes
of carbon
dioxide equivalent per £m of portfolio value
3 Tonnes
of carbon
dioxide equivalent per £m of share of portfolio
revenue.
Methodology
Emissions are calculated in line
with the Greenhouse Gas Protocol but disclosed in line with EU SFDR
(which aggregates the Company's share of emissions for each
scope).
Principles of Responsible
Investment
During the year the Company
submitted its first reporting to the Principles of Responsible
Investment. The charts below show the scoring vs the peer group of
investment managers in the same jurisdiction with similar assets
under management. The results are favourable to the Company with
performance above the median average in all three categories and
particularly strong results in governance. Further work to enhance
responsible investment performance will be undertaken in FY
2024.
Stakeholder engagement (Section 172
Statement)
The Directors have a statutory duty
to promote the success of the Company, whilst also having regard to
certain broader matters, including the need to engage with
employees, suppliers, customers, and others to their
interests.
The Company has no employees and no
customers in the traditional sense. In accordance with the
Company's nature as an investment trust the Board's principal
concern is the interests of the Company's shareholders taken as a
whole. In doing so, it has due regard to the impact of its actions
on shareholders, the environment and the wider
community.
The Investment Adviser (in addition
to the Board) has significant dealings with our stakeholders and,
therefore, is an integral point of contact between the Company and
our stakeholders. The Company's Corporate Broker, Barclays Bank
PLC, are also an integral point of contact between the Company and
our shareholders and, together with the Investment Adviser ensure
that any shareholder feedback or observations are
collated.
The following disclosure describes
how the Directors have had regard to the matters set out in section
172(1)(a) to (f) when performing their duty under s172 of the
Companies Act 2006 and forms the Directors' statement required
under section 414CZA of the Companies Act 2006.
Stakeholder group
|
Why
is it important to engage?
|
How
has the Board communicated and engaged?
|
Key
topics of engagement and decisions made by the
Board
|
Shareholders
|
The significant shareholders of the
Company are set out in the Annual Report.
The Investment Adviser and the Board
believe that Shareholders and their support is critical to the
continuing existence of the business and delivery of its long- term
investment strategy.
It is important to the Company's
continued success to have the potential to access equity capital in
order to expand the Company's portfolio over time in order to
further diversify the investment portfolio and create economies of
scale.
|
-
Annual and Interim Reports;
-
Quarterly factsheets;
-
Investor webcasts and presentations (through the
Investment Adviser);
-
Institutional investor meetings (one-to-one and
group), primarily through the Investment Adviser and corporate
broker;
-
Regular institutional investor feedback received
from the Investment Adviser and corporate broker;
-
Research analyst presentations through the
Investment Adviser;
-
AGM;
-
Website;
-
First Capital Markets Day held in February
2023.
|
Through the communication and
engagement with shareholders described, the Company and Investment
Advisor have provided data and information on topics
including:
-
Market announcements,
including quarterly NAV announcements;
-
Portfolio company valuation, financial performance
and Company valuation methodology;
-
Commentary on macro trends impacting the Hydrogen
sector;
-
Presentations by senior managers in portfolio
companies at Capital Markets Day.
|
Investment Adviser
|
The Investment Adviser is the most
significant service provider to the Company and a description of
its role can be found in the Annual Report.
|
-
Board and Committee meetings;
-
Regular reports and presentations from the
Investment Adviser;
-
Ad hoc meetings and
calls.
|
In addition to all matters related
to the execution of the Company's Investment Objective, the Board
engaged with the Investment Adviser in regards to the Company's
SFDR reporting and Article 9 classification. The Board held a
strategy day in early 2023 and a second in early 2024 to which the
Investment Adviser was invited to present and discuss with the
Board the Company's future strategy.
|
AIFM
|
The AIFM is a critical service
provider for the Company's long-term success and engages with the
Board and the Investment Adviser for the purpose of providing
investment advisory services to the Company.
The Board regularly monitors the
Company's investment performance in relation to its objectives,
investment policy and strategy.
|
-
Board and Committee meetings;
-
Regular reports and
presentations from the AIFM.
|
The AIFM is responsible for
monitoring the risks faced by the Company and these are regularly
discussed at meetings.
|
Other key service providers
|
The Company does not have any
direct employees and works closely with a number of key service
providers, including the Administrator, Company Secretary, auditor
and corporate broker.
The independence, quality and
timeliness of their service provision is critical to the success of
the Company.
|
-
Board and Committee meetings;
-
Ad hoc meetings and
calls;
-
Annual review of performance based on a
questionnaire;
-
The Company undertakes regular reviews of all
material contracts for service quality and value
through the activities of the Management
Engagement Committee.
|
The feedback given by the service
providers is used to review the Company's policies and procedures
to ensure open lines of communication, and operational
efficiency.
The Company is able to identify and
resolve problems with service provider relationships, should they
arise, via this process.
During the Company's annual report
production, the Audit and Risk Committee has engaged with the
Company's external auditors to obtain feedback on the quality and
accuracy of the reporting and to ensure the reporting process was
undertaken effectively by all service providers.
During the year the Board appointed
Barclays Bank as the Company's Broker.
|
Portfolio investments
|
The Board considers each proposal
against the Company's investment objective, and investment policy
as disclosed in the Annual Report and with consideration for the
wider group of stakeholders.
|
-
The Company's Board is presented with potential
investment opportunities that have been identified by the
Investment Adviser and which have undergone a process of analysis,
including considerations relating to environmental, social and
governance issues;
-
The Board reviews the financial and
operating performance of the Company's portfolio
companies on a regular basis;
-
In many cases, investments in Private Hydrogen
Assets are linked to operational and financial targets, which the
Board monitors;
-
A quarterly update on performance of portfolio
companies is provided in the Investment
Adviser's Report within the Board Packs.
|
As at 31 December 2023, over 90% of
the capital raised was invested. One new investment was completed
during the year.
As part of the ongoing portfolio
performance monitoring, the feedback given by the Investment
Adviser is used to review the Company's policies and procedures to
ensure open lines of communication, and operational efficiency
regarding its Portfolio Companies.
|
Society and the environment
|
Ensuring our investment positively
contributes to climate change mitigation with an ESG policy
integrated in investment decisions and asset monitoring.
|
See ESG section of the Annual Report
and the 2023 Sustainability Report.
|
See ESG section of the Annual Report
and the 2023 Sustainability Report.
|
Other Matters
Modern slavery
disclosure
The Company is committed to
maintaining the highest standards of ethical behaviour and expects
the same of its business partners. The use of slavery and human
trafficking is unacceptable and entirely incompatible with its
ethics as a business. The Company believes that all efforts should
be made to eliminate it from its supply chains.
The majority of services supplied to
or on behalf of the Company are from the financial services, energy
and construction industries and other services associated with
those industries. Given what the Company understands to be a low
risk profile of anyone supplying it with services being involved in
slavery and/or human trafficking, it believes its current
procedures and ability to rely on regulatory oversight in relation
to professional services are sufficient in this regard.
Social, community and human rights
issues
The Investment Adviser screens the
Company's Investable Universe as part of the Environmental Social
and Governance analysis for any breaches of the principles of the
UN Global Compact, including human rights, labour rights,
environmental breaches and corruption. Any non-compliant companies
are excluded from investment.
Anti-bribery and
corruption
In accordance with the UK Bribery
Act 2010, the Company has developed appropriate anti-bribery
policies and procedures. The Company has a zero-tolerance policy
towards bribery and is committed to carrying out its business
fairly, honestly and openly. The anti-bribery policies and
procedures apply to all its officers and to those who represent the
Company (including its business partners). The Company expects
those providing services to it, or on its behalf, to undertake
their business without bribery.
Prevention of the facilitation of
tax evasion
The Criminal Finances Act
(Commencement No. 1) Regulations 2017 (SI 2017/739) brought Part 3
of the Criminal Finances Act 2017, the corporate offences of
failure to prevent facilitation of tax evasion, into force on 30
September 2017. The Company does not tolerate tax evasion in any of
its forms in its business. The Company complies with the relevant
UK law and regulation in relation to the prevention of facilitation
of tax evasion and supports efforts to eliminate the facilitation
of tax evasion worldwide, and works to make sure its business
partners share this commitment.
Company information
HydrogenOne Capital Growth plc (the
"Company" or "Parent") was incorporated in England and Wales on 16
April 2021 with registered number 13340859 as a public company
limited by shares and is an investment company within the terms of
Section 833 of the Companies Act 2006 (the "Act"). The Company is
listed and began trading on the Main Market of the London Stock
Exchange and was admitted to the premium segment of the Official
List on 30 July 2021 (the "IPO"). The Company is an approved
investment trust under sections 1158 and 1159 of the Corporation
Tax Act 2010 and Part 2 Chapter 1 of Statutory Instrument
2011/2999.
Asset allocation at year
end
The breakdown of the structure of
the portfolio at the Company's year end is shown in the Annual
Report.
Dividends and dividend
policy
The Ordinary Shares carry a right to
receive dividends. Interim dividends are determined by the Board
and a final dividend is subject to shareholder approval at the
AGM.
The Company is targeting a Net Asset
Value total return of 10 to 15% per annum over the medium to
long-term with further upside potential. The Company intends to
invest in Hydrogen Assets with cash flow typically re-invested for
further accretive growth.
The Company only intends to pay
dividends in order to satisfy the ongoing requirements under the
Investment Trust (Approved Company) (Tax) Regulations 2011 for it
to be approved by HMRC as an investment trust save that, in the
medium term, the Company's Hydrogen Assets may also generate free
cash flow which the Company may decide not to re-invest and, in
such case(s), the Company currently intends to distribute these
amounts to Shareholders.
The Company's revenue return after
tax for the year amounted to a loss of £1,328,000 (31 December
2022: loss of £1,405,000). The Company made a capital gain after
tax of £8,645,000 (2022: gain of £2,959,000). Therefore the total
return after tax for the Company was a profit of £7,317,000 (2022:
profit of £1,554,000). No dividends have been paid or are proposed
for the year to 31 December 2023 (2022: nil).
Risk and risk management
Principal risks and uncertainties
The Board, through delegation to the
Audit and Risk Committee, has carried out a robust assessment of
the emerging and principal risks facing the Company. These include
those that would threaten its business model, future performance,
solvency and liquidity (see Audit and Risk Committee Report in the
Annual Report). The Audit and Risk Committee reviews ongoing
monitoring of both risks and controls. This ensures heightened and
emerging risks are identified outside of the normal cycle of Board
and Audit and Risk Committee meetings. The Audit and Risk Committee
undertook a comprehensive review of the Company's risk management
framework and controls during the year. The risks are documented on
a risk register and each risk is rated by impact and probability
with the assessed risk given a risk score and a residual rating.
The risk register is reviewed on an ongoing basis in an attempt to
capture all risks and put appropriate mitigation in place. The
review takes into account changing factors including, but not
restricted to, changes to markets (both macro and micro),
stakeholders, operations, regulation and emerging risks. The top
risks identified by this process are set out in the table below
together with the mitigated approach, and the Board considers these
to be the principal risks of the Company.
Principal Risks and Uncertainties
|
Mitigation
|
Risk Status
|
Regulatory
Changes in political or
environmental conditions in the hydrogen sector (for example,
changes in government policy or support) could affect the Company's
prospects.
|
The Board and Investment Adviser
has significant experience in the energy sector and is familiar
with its volatile political and regulatory environment. Extensive
contacts across the sector inform its ongoing monitoring of these
risks, which are reported to the Board at least quarterly. More
specific due diligence occurs prior to any investments and during
the lifetime of their ownership.
The Administrator has a strong
track record in administering listed companies and the various
rules and regulation required to be adhered to.
|
Stable
|
Policy support
The technologies required to
produce and use green hydrogen need policy support to underpin the
scale needed to drive stand-alone cost competitiveness. Governments
worldwide are showing such support today, but that may be volatile
over the investment time horizon of the Company.
|
As noted under 'regulatory', the
Investment Adviser has longstanding experience in the energy sector
and monitors the policy environment closely. Such experience and
awareness is also present among the Company's Non- Executive
Directors. It is the intent of the Investment Adviser to access a
range of hydrogen projects in different countries and at different
points in the emerging value chain, to further mitigate the risk of
policy volatility.
|
Stable
|
Power price
The income and value of the
Company's investments may be affected by changes in the market
prices of electricity and hydrogen, both current and
expected.
Risks include refinancing risk,
exposure to interest rate risk due to fluctuations in the
prevailing market rates, covenant breaches and possible enhanced
loss on poor performing assets.
|
The Investment Adviser monitors the
outlook for electricity and hydrogen prices. The exposure to
fluctuating electricity and hydrogen prices may be hedged at the
hydrogen project level.
As a result, the Investment Adviser
oversee power revenues and monitor regularly against
expectations.
Portfolio allocations are monitored
on an ongoing basis by both the Investment Adviser and AIFM, to
ensure compliance with investment limits. Reporting by the
Investment Adviser and AIFM are provided to the Board at least
quarterly.
|
Stable
|
Operational
Initial pre-deal due diligence may
not uncover all risks associated to a transaction.
Investments are subject to
operating and technical risks. While the Company will seek
investments with creditworthy and appropriately insured
counterparties who bear the majority of these risks, there can be
no assurance that all risks can be mitigated.
In addition, the long-term
profitability of hydrogen investments will be partly dependent upon
the efficient operation and maintenance of the assets.
Inefficiency, or limitations in the skills, experience or resources
of operating companies, may reduce revenue.
As a result, profitability of the
Company may be impaired leading to reduced returns for
Shareholders.
|
The Investment Adviser conducts a
vigorous due diligence process and works very closely with external
and technically skilled consultancy firms to review all potential
transactions, with an aim to provide a fully scoped and informed
recommendation.
The portfolio is constantly
monitored by the Investment Adviser and the AIFM to address risks
as they are identified.
Diversification in counterparties
and service providers ensures any impact is limited. Furthermore,
the Company invests in a diversified portfolio.
|
Stable
|
Performance
Underperforming investment or
investment strategy can lead to underperformance to the Company's
target return and ultimate investment objective.
Risk assessment has increased from
macroeconomic impacts on portfolio investments from higher
inflation and interest rates.
|
The Board reviews at least
quarterly the portfolio performance as well as underlying key asset
risks identified as part of the Company's risk register and how
those risks are actively being mitigated which include but is not
limited to:
· Non
Controlling interest risk
· Market
risk
· Interest rate risk
· Inflation risk
At each Board meeting a report on
risks, portfolio performance and any macro and micro considerations
is provided by the Investment Adviser and the AIFM, and reviewed
accordingly with the aim to mitigate such risks.
New investment recommendations are
reviewed and approved in line with the investment policy agreed
with the Company and key parties.
|
Increasing
|
Future acquisitions and capital raises
Ongoing capital raises are
intended. The Company's share price trading at an excessive
discount to its net asset value may mean it is difficult to raise
further capital through share issues for onward
investment.
Risk assessment has increased due
to share price trading at a discount to net asset value.
|
The Company's Broker monitors the
market for the Company's shares and reports at quarterly meetings.
The Board regularly reviews the relative level of discount against
the sector and has the authority to buy back shares.
During the year, the Company's
shares have traded at a discount to NAV which has restricted the
Company's ability to raise capital through the issue of new
shares.
The Board and AIFM oversee the
investment pipeline and monitor its progress in relation to Company
targets.
Certain assets will be identified
in advance by the Investment Adviser as being potentially available
for acquisition by the Company.
The pipeline is managed by the
Investment Adviser and monitored by the AIFM, with onward reporting
to the Board.
The Board is unlikely to agree to
capital raises without a strong pipeline.
|
Increasing
|
Refinancing
The operational risks of the
Company including market, counterparty, credit and liquidity
risk.
Extreme market volatility can
disrupt capital raising process and ability to raise monies to
repay a debt demand in full.
Investments in Private Hydrogen
Assets are illiquid in nature and may take a longer period of time
to realise in order to fund the Company's operations or meet its
expenses.
The Company may be forced to sell
liquid assets to meet its expenses at a time when valuations are
low.
Risk assessment has increased due
to market volatility and the Company's share price trading at a
discount to net asset value, delaying the Company's ability to
raise capital. Higher interest rates will increase the cost of
finance to the Company.
|
The Investment Adviser closely
monitors the liquidity in the market and portfolio
valuations.
Should new credit not be
forthcoming, liquidity may be gained through a capital raise, or
liquidation of an asset including the Company's Listed Hydrogen
Assets.
The Investment Adviser, AIFM and
the Board continuously monitor forecast and actual cashflows from
operating, financing, and investing activities to consider payment
of dividends, or further investing activities.
|
Increasing
|
Service providers
Disruption to, or failure of the
Company's Administrator or other parties to complete their role
efficiently, on time and in line with expectation.
|
All counterparties to the Company
are reviewed as part of the risk register. A material credit risk
is that of banks holding un-invested cash, the credit rating and
credit worthiness of these are considered. A review of operational
counterparties such as the Administrator for operational
procedures, disaster recovery and system security is
undertaken.
Counterparties of Company's Special
Purpose Vehicles ("SPV") and underlying assets are carried out as
part of the investment due diligence process.
|
Stable
|
Portfolio valuation
Risk that portfolio asset
valuations published do not represent the Fair Market Values in
accordance with the accounting requirements.
Investment valuations are based on
modelling/ financial projections for the relevant investments.
Projections will primarily be based on the Investment Adviser's
assessment and are only estimates of future results based on
assumptions made at the time of the projection. Actual results may
vary significantly from the projections, which may reduce the
profitability of the Company leading to reduced returns to
Shareholders.
A rise in interest rates will lead
to an increase in the Discount Rate applied to the Private Hydrogen
Assets' valuation, leading to a reduction in the Company's net
asset value.
|
The Investment Adviser has
significant experience in valuation of these assets.
The discount rate used in the
valuations incorporates spot gilt rates for each free cashflow
based on maturity and country which mitigates the longer term
impact of rises in interest rates.
The valuation polices will be
reviewed by the Valuation Committee on a quarterly basis, together
with signing off on the Private Hydrogen Asset values.
|
Stable
|
Key person
The Investment Adviser is a newly
formed Company, with minimum employees. As such, there are
significant Key Person risks at this time and should they become
unavailable, this could have a negative impact on the Company's
ability to achieve its investment objective.
|
The Investment Adviser is committed
to expand its business/ staffing levels in order to diversify
knowledge across the expanding team.
This risk is covered in the risk
register and reported on at each Board meeting.
|
Stable
|
Tax
Breaches of Section 1158 of the
Corporation Tax Act could result in loss of investment trust
status.
Changes in tax legislation such as
BEPS, WHT rules and structural requirements result in increased tax
and resulting in a drop in returns from the Company's
investments.
|
The corporate structure of the
Company is reviewed periodically by the Company and its
advisors.
All investments receive
professional structural advice prior to investment.
|
Stable
|
Political and associated economic risk
Exposure to Russia and/or Ukraine
and the Middle East within the investment portfolio could lead to
losses on investments.
The impact on the global equity
markets, and hydrogen stocks in particular, of a prolonged downturn
caused by the situation in Ukraine and the Middle East, could lead
to reduced valuations of the Company
|
The Board and Investment Adviser
have reviewed the portfolio for exposure and will continue to keep
this under review.
|
Stable
|
Artificial intelligence
Risks that the emergence of
increasingly advanced AI will lead to new risks to the Company,
including but not limited to, decline in human autonomy, increased
cybersecurity vulnerabilities, algorithm perpetuated bias though
using historical data, insufficient training data to perform
correctly and algorithm driven price manipulation.
|
The Company, its advisers and
service providers will aim to utilise the power of AI to enhance
capabilities, rather than fall foul of the potential pitfalls its
emergence presents. Through careful monitoring of the new
technologies being released into the world, it will be the aim that
the Company can utilize AI to its benefit.
|
Increasing
|
Viability statement
The Directors have assessed the
viability of the Group for the period to 31 December 2028 (the
"Viability Period"). The Board believes that the Viability Period,
being approximately five years, is an appropriate time horizon over
which to assess the viability of the Group, particularly when
taking into account the long-term nature of the Group's investment
strategy, of investing in private equity stakes of unlisted
companies with a 3-5 year exit plan for each investment, the
principal risks outlined in the Annual Report and the requirement
to hold a continuation vote every five years.
In accordance with the Articles, the
continuation of the Company is subject to the approval of
shareholders every five years, with the first vote to be proposed
as an ordinary resolution at the Company's AGM in 2026. If passed,
the Articles provide that the Directors propose an ordinary
resolution that the Company continue its business as presently
constituted at each fifth annual general meeting thereafter. Since
the Company's IPO, the Company has raised further equity capital of
£21m and all AGM resolutions have been passed with a substantial
majority demonstrating the continued support for the Company's
investment objective and therefore, the Directors have no reason to
believe that the vote will not pass.
In its assessment of the prospects
of the Group, the Board carried out a robust assessment of the
emerging and principal risks and considered each of the
uncertainties set out in the Annual Report which included
consideration of severe but plausible downside scenarios (such as a
long-term market downturn, significantly increased costs, delays in
the realisation of assets and the liquidity and solvency of the
Group). The Board also considered the Group's income and
expenditure projections and cash projections. These metrics were
subjected to stress testing of the assumptions to evaluate the
potential impact on the Group, including long term downturn of the
listed equity markets, longer investment hold periods and increased
inflation. Portfolio changes, market developments, level of premium
/ discount to NAV and share buybacks / share issues are discussed
at quarterly Board meetings. The internal control framework of the
Group is subject to a formal review on at least an annual
basis.
The level of the ongoing charges is
dependent to a large extent on the level of net assets, the most
significant contributor being the Investment Adviser fee. The
Group's cash realisable from the sale of its investments provide
cover to the Group's operating expenses, and any other costs likely
to be faced by the Group over the Viability Period of their
assessment.
The Director's assessment considered
the market risks associated with the Russian invasion of Ukraine
and the war in the Middle East. The ongoing market volatility and
uncertainty this has caused, including higher inflation and
interest rates, has been considered and will continue to be
monitored. The Investment Adviser has reviewed the investment
portfolio for exposure and while limited exposure has been
identified the Board will keep the situation under continued
review.
Based on this assessment, the
Directors have a reasonable expectation that the Group will be able
to continue to operate and to meet its liabilities as they fall due
over the Viability Period.
Employees
The Company has no employees. As at
the date of this report, the Company had four Directors, of whom
two are male and two are female.
Outlook
The outlook for the Company is
described in the Chairman's Statement and the Investment Adviser's
Report.
Strategic report
The Strategic Report set out in the
Annual Report was approved by the Board of Directors on 17 April
2024.
For and on behalf of the
Board
Simon Hogan
Chairman
17 April 2024
Statement of Directors'
Responsibilities
The Directors are responsible for
preparing the Annual Report and the Group and Parent Company
Financial Statements in accordance with applicable laws and
regulations.
Company law requires the Directors
to prepare Group and Parent Company financial statements for each
financial year. Under that law they are required to prepare the
Group Financial Statements in accordance with UK-adopted
international accounting standards and applicable law and have
elected to prepare the parent Company financial statements on the
same basis.
Under company law the Directors must
not approve the Financial Statements unless they are satisfied that
they give a true and fair view of the state of affairs of the
Group and Parent Company and of the Group's profit or loss for that
year. In preparing each of the Group and Parent Company Financial
Statements, the Directors are required to:
· select
suitable accounting policies and then apply them
consistently;
· make
judgements and estimates which are reasonable relevant and
reliable;
· state
whether they have been prepared in accordance with UK-adopted
international accounting standards;
· assess
the Group and Parent Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern; and
· use
the going concern basis of accounting unless they either intend to
liquidate the Group or the Parent Company or to cease operations,
or have no realistic alternative but to do so.
The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Company's transactions and which disclose with
reasonable accuracy at any time the financial position of the
Company and enable them to ensure that its financial statements
comply with the Companies Act 2006. They are responsible for such
internal control as they determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to them
to safeguard the assets of the Group and to prevent and detect
fraud and other irregularities.
Under applicable law and
regulations, the Directors are also responsible for preparing a
Strategic Report, Directors' Report, Directors' Remuneration Report
and Corporate Governance Statement that complies with that law and
those regulations.
The Directors are responsible for
the maintenance and integrity of the corporate and financial
information included on the company's website. Legislation in the
UK governing the preparation and dissemination of financial
statements may differ from legislation in other
jurisdictions.
Responsibility statement of the
Directors in respect of the annual report
The Directors each confirm to the
best of their knowledge that:
· the
Financial Statements, prepared in accordance with the applicable
set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation taken as
a whole; and
· the
Strategic Report includes a fair review of the development and
performance of the business and the position of the issuer and the
undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and
uncertainties that they face.
The Directors consider the annual
report and accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Group's position and performance,
business model and strategy.
For and on behalf of the
Board
Simon Hogan
Chairman
17 April 2024
Financial statements
Parent and consolidated statement
of comprehensive income
For the year ended 31 December 2023
|
|
Year ended 31 December
2023
|
Year ended 31 December
2022
|
|
Notes
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Gains on investments
|
4
|
-
|
9,150
|
9,150
|
-
|
3,177
|
3,177
|
(Losses)/gains on currency
movements
|
|
-
|
(5)
|
(5)
|
-
|
1
|
1
|
Gross investment gains
|
|
-
|
9,145
|
9,145
|
-
|
3,178
|
3,178
|
Income
|
5
|
212
|
-
|
212
|
97
|
-
|
97
|
Total gain
|
|
212
|
9,145
|
9,357
|
97
|
3,178
|
3,275
|
Investment Adviser fee
|
6
|
(144)
|
-
|
(144)
|
(343)
|
-
|
(343)
|
Other expenses
|
7
|
(1,396)
|
(500)
|
(1,896)
|
(1,159)
|
(219)
|
(1,378)
|
(Loss)/profit before finance costs and
taxation
|
|
(1,328)
|
8,645
|
7,317
|
(1,405)
|
2,959
|
1,554
|
Finance costs
|
|
-
|
-
|
-
|
-
|
-
|
-
|
Operating (loss)/profit before taxation
|
|
(1,328)
|
8,645
|
7,317
|
(1,405)
|
2,959
|
1,554
|
Taxation
|
8
|
-
|
-
|
-
|
-
|
-
|
-
|
(Loss)/profit for the year
|
|
(1,328)
|
8,645
|
7,317
|
(1,405)
|
2,959
|
1,554
|
Return per Ordinary Share (basic and
diluted)
|
12
|
(1.03)p
|
6.71p
|
5.68p
|
(1.14)p
|
2.41p
|
1.27p
|
There is no other comprehensive
income and therefore the '(loss)/profit for the year' is the total
comprehensive income for the year.
The total column of the above
statement is the Parent and Consolidated Statement of Comprehensive
Income, including the return per Ordinary Share, which has been
prepared in accordance with IFRS. The supplementary revenue and
capital columns, including the return per Ordinary Share, are
prepared under guidance from the Association of Investment
Companies.
All revenue and capital items in the
above statement derive from continuing operations. The notes in the
annual report form an integral part of these Financial
Statements.
Parent and consolidated statement
of financial position
As
at 31 December 2023
|
Notes
|
31 December
2023
£'000
|
31 December
2022
£'000
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Investments held at fair value
through profit or loss
|
4
|
128,183
|
106,673
|
Current assets
|
|
|
|
Cash and cash
equivalents
|
|
4,626
|
18,192
|
Trade and other
receivables
|
9
|
51
|
641
|
Total current assets
|
|
4,677
|
18,833
|
Total assets
|
|
132,860
|
125,506
|
Current liabilities
|
|
|
|
Trade and other payables
|
10
|
(190)
|
(153)
|
Total liabilities
|
|
(190)
|
(153)
|
Net
assets
|
|
132,670
|
125,353
|
Equity
|
|
|
|
Share capital
|
11
|
1,288
|
1,288
|
Share premium account
|
|
124,928
|
124,928
|
Capital reserve
|
|
9,992
|
1,347
|
Revenue reserve
|
|
(3,538)
|
(2,210)
|
Total equity
|
|
132,670
|
125,353
|
Net
asset value per Ordinary Share
|
13
|
102.99p
|
97.31p
|
Approved by the Board of Directors
on and authorised for issue 17 April 2024 and signed on their
behalf by:
Simon Hogan
Director
HydrogenOne Capital Growth plc is
incorporated in England and Wales with registration number
13340859.
The following notes form an integral
part of these Financial Statements.
Parent and consolidated statement
of changes in equity
For the year ended 31 December
2023
|
|
|
Share
|
|
|
|
|
|
Share
|
premium
|
Capital
|
Revenue
|
|
|
|
Capital
|
account
|
reserve
|
reserve
|
Total
|
|
Notes
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Opening balance as at 1 January
2023
|
|
1,288
|
124,928
|
1,347
|
(2,210)
|
125,353
|
Profit/(loss) for the year
|
|
-
|
-
|
8,645
|
(1,328)
|
7,317
|
Closing balance as at 31 December 2023
|
|
1,288
|
124,928
|
9,992
|
(3,538)
|
132,670
|
For the year ended 31 December
2022
|
|
|
Share
|
|
|
|
|
|
Share
|
premium
|
Capital
|
Revenue
|
|
|
|
Capital
|
account
|
reserve
|
reserve
|
Total
|
|
Notes
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Opening balance as at 1 January
2022
|
|
1,074
|
104,129
|
(1,612)
|
(805)
|
102,786
|
Issue of Ordinary Shares
|
11
|
214
|
21,255
|
-
|
-
|
21,469
|
Ordinary Share issue costs
|
|
-
|
(456)
|
-
|
-
|
(456)
|
Profit/(loss) for the year
|
|
-
|
-
|
2,959
|
(1,405)
|
1,554
|
Closing balance as at 31 December 2022
|
|
1,288
|
124,928
|
1,347
|
(2,210)
|
125,353
|
The following notes form an integral
part of these Financial Statements.
Parent and consolidated statement
of cash flows
For the year ended 31 December
2023
|
Notes
|
Year ended
31 December
2023
£'000
|
Year ended
31 December
2022
£'000
|
Cash flows from operating activities
|
|
|
|
Interest income
|
|
211
|
96
|
Dividend income
|
|
1
|
1
|
Management expenses
|
|
(2,040)
|
(1,734)
|
Foreign exchange
(losses)/gains
|
|
(5)
|
1
|
Decrease/(increase) in trade and
other receivables
|
|
590
|
(445)
|
Increase/(decrease) in trade and
other payables
|
|
37
|
(93)
|
Net
cash flow used in operating activities
|
|
(1,206)
|
(2,174)
|
Cash
flows from investing activities
|
|
|
|
Purchase of investments
|
|
(12,472)
|
(36,718)
|
Sale of investments
|
|
112
|
2,052
|
Net
cash flow used in investing activities
|
|
(12,360)
|
(34,666)
|
Cash
flows from financing activities
|
|
|
|
Proceeds from issue of Ordinary
Shares
|
11
|
-
|
21,469
|
Ordinary Share issue costs
|
11
|
-
|
(456)
|
Net
cash flow from financing activities
|
|
-
|
21,013
|
Decrease in cash and cash equivalents
|
|
(13,566)
|
(15,827)
|
Cash and cash equivalents at start of
year
|
|
18,192
|
34,019
|
Cash
and cash equivalents at end of year
|
|
4,626
|
18,192
|
The following notes form an integral
part of these Financial Statements.
Notes to the parent and consolidated financial
statements
iii.
1. General
information
Company information
HydrogenOne Capital Growth plc (the
"Company" or "Parent") was incorporated in England and Wales on 16
April 2021 with registered number 13340859 as a public company
limited by shares and is an investment company within the terms of
Section 833 of the Companies Act 2006 (the "Act"). The Company is
listed and began trading on the Main Market of the London Stock
Exchange and was admitted to the premium segment of the Official
List on 30 July 2021 (the "IPO"). The Company has applied for and
been accepted as an approved investment trust under sections 1158
and 1159 of the Corporation Tax Act 2010 and Part 2 Chapter 1 of
Statutory Instrument 2011/2999.
FundRock Management Company
(Guernsey) Limited acts as the Company's Alternative Investment
Fund Manager ("AIFM").
Apex Listed Companies Services (UK)
Limited (the "Company Secretary and Administrator") provides
administrative and company secretarial services to the
Company.
The Company's Investment Adviser is
HydrogenOne Capital LLP.
The Company's registered office is
6th Floor, 125 London Wall, London, EC2Y 5AS.
Investment objective
The Company's investment objective
is to deliver an attractive level of capital growth by investing,
directly or indirectly, in a diversified portfolio of hydrogen and
complementary hydrogen focused assets whilst integrating core
environmental, social and governance ("ESG") principles into its
decision making and ownership process.
Company structure
The Company makes its investments in
unquoted Hydrogen Assets ("Private Hydrogen Assets") through
HydrogenOne Capital Growth Investments (1) LP (the "Limited
Partnership"), in which the Company is the sole Limited Partner.
The Limited Partnership registered as a private fund limited
partnership in England and Wales under the Limited Partnerships Act
1907 with registered number LP021814. The Limited Partnership has
been established pursuant to the Limited Partnership Agreement
dated 5 July 2021 as amended and restated on 26 November 2021 (the
"Limited Partnership Agreement") in order to make investments
pursuant to the investment policy of the Limited Partnership. The
Limited Partnership's investment policy and restrictions are
consistent with the Company's investment policy and restrictions
for Private Hydrogen Assets.
The General Partner of the Limited
Partnership is HydrogenOne Capital Growth (GP) Limited (the
"General Partner"), a wholly owned subsidiary of the Company. The
General Partner was incorporated in England and Wales on 19 May
2021 with company registered number 13407844. The General Partner
undertakes the responsibility for the management, operation and
administration of the business and affairs of the Limited
Partnership. The General Partner's Profit Share for each accounting
period shall be an amount equal to 1.5% per annum of the prevailing
NAV of the Limited Partnership, which shall be allocated to the
General Partner as a first charge on the profits of the Limited
Partnership. For so long as the Company is the sole Limited
Partner, the General Partner's Profit Share shall be allocated and
distributed to the Company rather than the General
Partner.
The carried interest partner of the
Limited Partnership is HydrogenOne Capital Growth (Carried
Interest) LP (the "Carried Interest Partner") which, in certain
circumstances, will receive carried interest on the ocusedion of
Private Hydrogen Assets by the Limited Partnership. The Carried
Interest Partner has been set up for the benefit of the principals
of the Investment Adviser. Further details of the carried interest
fees payable to the Carried Interest Partner are given in Note 6 to
the Financial Statements.
Private Hydrogen Assets
The Company invests via the Limited
Partnership in Private Hydrogen Assets, which may be operational
companies or hydrogen projects. Investments are mainly in the form
of equity, although investments may be made by way of debt and/ or
convertible securities. The Company may acquire a mix of
controlling and non-controlling interests in Private Hydrogen
Assets, however the Company invests principally in non-controlling
positions (with suitable minority protection rights to, inter alia,
ensure that the Private Hydrogen Assets are operated and managed in
a manner that is consistent with the Company's investment
policy).
The Company acquires Private
Hydrogen Assets via the Limited Partnership. In due course, the
Company may acquire Private Hydrogen Assets directly or by way of
holdings in special purpose vehicles or intermediate holding
entities (including successor limited partnerships established on
substantially the same terms as the Limited Partnership) or, if the
Company is considered a 'feeder fund' under the Listing Rules,
other undertakings advised by the Investment Adviser and, in such
circumstances, the investment policy and restrictions will also be
applied on a look-through basis and such undertaking(s) will also
be managed in accordance with the Company's investment
policy.
Listed Hydrogen Assets
The Company also invests directly in
quoted or traded Hydrogen Assets, which are predominantly equity
securities but may also be corporate debt and/or other financial
instruments ("Listed Hydrogen Assets"). The Company has the ability
to invest in Listed Hydrogen Assets in any market or country with a
market or country with a market capitalisation (at the time of
investment) of at least US$100 million. The Company's approach is
to be a long-term investor and does not ordinarily adopt short-term
trading strategies.
Liquidity reserve
During the initial Private Hydrogen
Asset investment period after a capital raise and/or a realization
of a Private Hydrogen Asset, the Company intends to allocate the
relevant net proceeds of such capital raise/realisation to cash (in
accordance with the Company's cash management policy) and/or
additional Listed Hydrogen Assets and related businesses pending
subsequent investment in Private Hydrogen Assets (the ''Liquidity
Reserve'').
The Company anticipates holding cash
to cover the near-term capital requirements of the pipeline of
Private Hydrogen Assets and in periods of high market
volatility.
2. Basis of preparation
The principal accounting policies
are set out below:
Reporting entity
These Parent and Consolidated
Financial Statements (the "Financial Statements") present the
results of both the Parent; and the Parent and the General Partner
(together referred to as the "Group").
As at 31 December 2023, the
statement of financial position of the General Partner consisted of
issued share capital and corresponding share capital receivable in
the amount of £1 (2022:£1). The General Partner had no income,
expenditure or cash flows for the year (2022: nil).
Due to the immaterial balances of
the General Partner there is no material difference between the
results of the Parent and the results of the Group. As a result,
the Financial Statements as presented represent both the Parent's
and the Group's financial position, performance and cash
flows.
Basis of accounting
The Financial Statements have been
prepared in accordance with UK-adopted international accounting
standards ("IFRS") and the applicable legal requirements of the
Companies Act 2006.
The Financial Statements have also
been prepared as far as is relevant and applicable to the Company
and Group in accordance with the Statement of Recommended Practice
('SORP') issued by the Association of Investment Companies ("AIC")
in July 2022.
The Financial Statements are
prepared on the historical cost basis, except for the revaluation
of financial instruments measured at fair value through profit or
loss.
Fair value is the price that would
be received on sale of an asset or paid to transfer a liability in
an orderly transaction between market participants at the
measurement date, regardless of whether that price is directly
observable or estimated using another valuation technique. In
estimating the fair value of an asset or liability, the Company and
Group take into account the characteristics of the asset or
liability if market participants would take those characteristics
into account when pricing the asset or liability at the measurement
date. Fair value for measurement and/or disclosure purposes in
these Financial Statements is determined on such a
basis.
The Financial Statements are
presented in Pounds Sterling because that is the currency of the
primary economic environment in which the Company and Group
operate.
The principal accounting policies
adopted are set out below. These policies are consistently
applied.
Accounting for subsidiaries
The Board of Directors has
determined that the Company has all the elements of control as
prescribed by IFRS 10 in relation to:
1. the Limited
Partnership; as the Company is the sole limited partner in the
Limited Partnership (100% of the Limited Partnership's commitments
are held by the Company), is exposed to and has rights to the
returns of the Limited Partnership, and has the ability through its
control of the General Partner to affect the amount of its returns
from the Limited Partnership; and
2. the General Partner;
as the Company wholly owns the General Partner, is exposed to and
has rights to the returns of the General Partner and has the
ability through its control of the General Partner's activities to
affect the amount of its returns from the General
Partner.
The Investment entities exemption
requires that an investment entity that has determined that it is a
parent under IFRS 10 shall not consolidate certain of its
subsidiaries; instead, it is required to measure its investment in
these subsidiaries at fair value through profit or loss in
accordance with IFRS 9. The criteria which define an investment
entity are as follows:
(i) the company
obtains funds from one or more investors for the purpose of
providing those investors with investment management
services;
(ii) the company commits
to its investors that its business purpose is to invest funds
solely for returns from capital appreciation, investment income, or
both; and
(iii) the company measures and
evaluates the performance of substantially all of its investments
on a fair value basis.
The Company is an investment
company, providing investors exposure to a diversified portfolio of
hydrogen and complementary hydrogen focused assets that are managed
for investment purposes. The investments were made in line with the
stated objective of the Company to deliver an attractive level of
capital growth in accordance with the strategy that has been set by
the Directors.
In assessing whether the Company
meets the definition of an investment entity set out in IFRS 10 the
Directors' note that:
(i) the
Company has multiple investors with shares issued publicly on the
London Stock Exchange and obtains funds from a diverse group of
shareholders who would otherwise not have access individually to
investing in hydrogen focussed assets;
(ii) the Company's
purpose is to invest funds for capital appreciation but with
potential for some investment income. The
Limited Partnership has a ten-year life however the underlying
assets have minimal residual value because they do not have
unlimited lives, are not to be held indefinitely and have
appropriate exit strategies in place; and
(iii) the Company measures and
evaluates the performance of all of its investments on a fair value
basis which is the most relevant for investors in the Company. The
Directors use fair value information as a primary measurement to
evaluate the performance of all of the investments and in decision
making.
The Directors assess each new
investment carefully to determine whether the Company as a whole
continues to meet the definition of an investment
entity.
The Board of Directors has
determined that the Company meets all the typical characteristics
of an investment entity and therefore meets the definition set out
in IFRS 10.
Accounting for the Limited Partnership
The Limited Partnership serves as an
asset holding entity and does not provide investment-related
services. Therefore, when the Limited Partnership is assessed based
on the overall structure as a means of carrying out the Company's
activities, the Board of Directors has determined that the Limited
Partnership meets the definition of an investment entity.
Accordingly, the Company is required under IFRS 10 to hold its
investment in the Limited Partnership at fair value through the
Statement of Comprehensive Income rather than consolidate them. The
Company has determined that the fair value of the Limited
Partnership is its net asset value and has concluded that it meets
the definition of an unconsolidated subsidiary under IFRS 12 and
has made the necessary disclosures in these Financial
Statements.
Accounting for the General Partner
The General Partner provides
investment related services to the Limited Partnership on behalf of
the Company. IFRS 10 requires subsidiaries that provide services
that relate to the investment entity's investment activities to be
consolidated. Accordingly, the Company is required under IFRS 10 to
consolidate the results of the General Partner.
The Directors agree that the
investment entity accounting treatment outlined above appropriately
reflects the Company's activities as an investment trust and
provides the most relevant information to investors.
Going concern
The Directors consider that it is
appropriate to adopt the going concern basis in preparing the
Financial Statements. In reaching this conclusion, the Directors
considered the income and expense projections and the liquidity of
the investment portfolio, and considered the impact to the Company
and portfolio of investments from the economic conditions such as
higher interest rates and inflationary pressures and market
volatility arising from the ongoing wars in Ukraine and the Middle
East.
The Company and Group continue to
meet day-to-day liquidity needs through its cash resources. The
Company and Group had at 31 December 2023 unrestricted cash of £4.6
million (2022: £18.2 million) as well as £2.3 million (2022: £3.7
million) in Listed Hydrogen Assets. The Company and Group's net
assets at 31 December 2023 were £132.7 million (2022: £125.4
million) and total expenses for the year ended 31 December 2023
were £2.0 million (2022: £1.7 million), which represented
approximately 1.5% (2022: 1.5%) of the average net assets value of
the Company in the year to 31 December 2023 of £129.4 million
(2022: £116.8 million).
At the date of approval of these
Financial Statements, the Company and Group had cash resources of
£4.0 million and annual expenses are estimated to be £3.6
million.
The Directors also recognise that
the continuation of the Company is subject to the approval of
shareholders at the Annual General Meeting ("AGM") in 2026, and
every fifth AGM thereafter. The Board has considered the long term
prospects of the Company and has no reason to believe that the
continuation vote will fail.
Based on the foregoing, the
Directors have adopted the going concern basis in preparing the
Financial Statements. The Directors have a reasonable expectation
that the Company and Group have adequate operational resources to
continue in operational existence for at least twelve months from
the date of approval of these Financial Statements.
Critical accounting judgements, estimates and
assumptions
The preparation of Financial
Statements in accordance with IFRS requires the Directors to make
judgements, estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the Financial Statements and
the reported amounts of income and expense during the period.
Actual results could differ from those estimates.
The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the
estimate is revised if the revision only affects that period or in
the period and future periods if the revision affects both current
and future periods.
Judgements
Investment entity
In accordance with the Investment
Entities exemption contained in IFRS 10, the Board has determined
that the Company satisfies the criteria to be regarded as an
investment entity and that the Company provides investment related
services and, as a result, measures its investment in the Limited
Partnership at fair value.
The Limited Partnership serves as an
asset holding entity and does not provide investment-related
services. Therefore, when the Limited Partnership is assessed based
on the overall structure as a means of carrying out the Company's
activities, the Board of Directors has determined that the Limited
Partnership meets the definition of an investment entity.
Accordingly, the Company is required under IFRS 10 to hold its
investment in the Limited Partnership at fair value through the
Statement of Comprehensive Income rather than consolidate
it.
The General Partner provides
investment related services to the Limited Partnership on behalf of
the Company. IFRS 10 requires subsidiaries that provide services
that relate to the investment entity's investment activities to be
consolidated. Accordingly, the Board of Directors have determined
that the Company is required under IFRS 10 to consolidate the
results of the General Partner. As described in the Reporting
Entity section, the Financial Statements as presented represent
both the Parent's and the Group's financial position, performance
and cash flows.
These conclusions involved a degree
of judgement and assessment as to whether the Company, the Limited
Partnership and the General Partner met the criteria outlined in
the accounting standards.
Estimates
Investment valuations
The key estimate in the Financial
Statements is the determination of the fair value of the Private
Hydrogen Assets, held by the Limited Partnership, by the Investment
Adviser for consideration by the Directors. This estimate is key as
it significantly impacts the valuation of the Limited Partnership
at the year end. The fair valuation process involves estimation
using subjective inputs that are unobservable (for which market
data is unavailable). The key inputs considered in the valuation
are described in note 15.
New standards, interpretations and
amendments adopted from 1 January 2023
Effective in the current financial year
The Board have assessed those new
standards, interpretations, and/or amendments which became
effective during the financial year under review and concluded they
have no material impact to the Company.
New standards and amendments issued
but not yet effective
The relevant new and amended
standards and interpretations that are issued, but not yet
effective, up to the date of issuance of the financial statements
are disclosed below.
· Non-current Liabilities with Covenants - Amendments to IAS 1
and Classification of Liabilities as Current or Non-current -
Amendments to IAS 1
· Lease
Liability in a Sale and Leaseback - Amendments to IFRS
16
· Supplier Finance Arrangements - Amendments to IAS 7 and IFRS
7
· IFRS
S1* General Requirements for Disclosure of Sustainability-related
Financial Information and IFRS S2* Climate-related
Disclosures
* Adoption by the UK to be
confirmed
The Board have assessed new but not
yet effective standards applicable to the Company and have
concluded that they will not have a material impact to the
Company.
3. Material accounting
policies
(a)
Financial instruments
Financial assets - Classification, recognition, derecognition
and measurement
The Company and Group's financial
assets principally comprise of: investments held at fair value
through profit or loss (Listed Hydrogen Assets and the Limited
Partnership); and trade and other receivables, which are initially
recognised at fair value and subsequently measured at amortised
cost.
Financial assets are recognised in
the Statement of Financial Position when the Company or Group
become a party to the contractual provisions of the instrument.
Transaction costs that are directly attributable to the acquisition
or issue of financial assets (other than financial assets at fair
value through profit or loss) are added to or deducted from the
fair value of the financial assets, as appropriate, on initial
recognition. Transaction costs directly attributable to the
acquisition of financial assets at fair value through profit or
loss are recognised immediately in profit or loss.
Subsequent to initial recognition,
financial assets at fair value through profit or loss are measured
at fair value. Gains and losses resulting from the movement in fair
value are recognised in the Statement of Comprehensive Income at
each valuation point within 'gains/(losses) on
investments'.
Financial assets are derecognised
when the rights to receive cash flows from the investments have
expired or the Company or Group have transferred substantially all
risks and rewards of ownership.
Financial liabilities - Classification, recognition,
derecognition and measurement
The Company and Group's financial
liabilities include trade and other payables and other short term
monetary liabilities which are initially recognised at fair value
and subsequently measured at amortised cost.
Financial liabilities are recognised
in the Statement of Financial Position when the Company or Group
become a party to the contractual provisions of the instrument.
Transaction costs that are directly attributable to the acquisition
or issue of financial liabilities (other than financial liabilities
at fair value through profit or loss) are added to or deducted from
the fair value of the financial liabilities, as appropriate, on
initial recognition. Transaction costs directly attributable to the
acquisition of financial liabilities at fair value through profit
or loss are recognised immediately in profit or loss. Financial
liabilities are subsequently measured at amortised cost.
A financial liability (in whole or
in part) is derecognised when the Company or Group have
extinguished the contractual obligations, it expires or is
cancelled.
Valuation of Listed Hydrogen Assets
Upon initial recognition Listed
Hydrogen Assets are classified by the Company and Group 'at fair
value through profit or loss'. They are accounted for on the date
they are traded and are included initially at fair value which is
taken to be their cost. Subsequently they are valued at fair value,
which is the bid market price, or if bid price is unavailable, last
traded price on the relevant exchange.
Valuation of the Limited Partnership
The Company may make investments in
Private Hydrogen Assets directly, via the Limited Partnership
and/or by way of holdings in special purpose vehicles or
intermediate holding entities. Currently, all the Company's Private
Hydrogen Assets are held via the Limited Partnership.
The Company and Group has determined
that the fair value of the Limited Partnership is the Limited
Partnership's Net Asset Value ("NAV"). The NAV of the Limited
Partnership is prepared in accordance with accounting policies that
are consistent with IFRS and consists of the fair value of its
Private Hydrogen Assets, and the carrying value of its assets and
liabilities.
The Investment Adviser values the
Private Hydrogen Assets according to IPEV Guidelines. The valuation
techniques available under IPEV Guidelines are set out below and
are followed by an explanation of how they are applied to the
Private Hydrogen Assets:
· Discounted cash flows ("DCF");
· Price
of recent investment;
· Multiples;
· Industry Valuation Benchmarks;
· Available Market Prices; and
· Net
Assets
The nature of the Private Hydrogen
Assets will influence the valuation technique applied. The
valuation approach recognises that, as stated in the IPEV
Guidelines, the price of a recent investment, if resulting from an
orderly transaction, generally represents fair value as at the
transaction date and may be an appropriate starting point for
estimating fair value at subsequent measurement dates.
Consideration is given to the facts and circumstances as at the
subsequent measurement date such as changes in the market or
performance of the investee company including whether maintainable
revenues and/ or earnings have been established. Milestone analysis
is used, where appropriate, to incorporate the operational progress
of the investee company into the valuation.
As a result, various techniques may
be employed to derive the valuations. However, an absence of
relevant industry peers may preclude the application of the
industry valuation benchmarks technique and an absence of
observable prices may preclude the available market prices
approach. All valuations are calibrated and are cross-checked for
reasonableness by employing relevant alternative
techniques.
Private Hydrogen Assets, which are
operational companies, are valued using either the price of recent
investment; the DCF method; or a combination of the DCF method and
the price of recent investment. The valuations are weighted towards
the DCF method based on the time since the price of recent
investment until the full DCF valuation is applied (typically the
valuations are tapered from the price of recent investment to the
full DCF valuation over four calendar quarters after the price of
recent investment). The impact of this weighted approach is that
there will be either an effective discount or a premium to the full
DCF valuation over the tapering period. The valuations derived from
this approach have been assessed for reasonableness against
relevant market comparables, where available, and calibrated
against specific milestones for indications of positive or negative
performance which may impact valuations. Where negative performance
indicates that the valuation of a Private Hydrogen Asset may have
deteriorated substantially then alternative valuation approaches
may be incorporated into the valuation model that reflect
reasonable possible outcomes, such as net assets and indicative
offers, and a probability weighting is applied to each.
Private Hydrogen Assets, which are
hydrogen project SPVs, are valued based on the underlying project's
stage of completion:
· prior
to commercial operation date, hydrogen project SPVs are valued
using a risk adjusted DCF method;
· post
commercial operation date, hydrogen project SPVs are valued in the
same way as Private Hydrogen Assets, which are operational
companies, as described above; and
· project development loans advanced directly by the Limited
Partnership to a project during the project development phase are
held at cost plus accrued interest (deemed to approximate fair
value), and are reviewed at each valuation date for any indicators
that this approach may no longer be representative of fair
value.
In a DCF valuation, the fair value
represents the present value of the investment's expected future
cash flows, based on appropriate assumptions for revenues and
costs, and suitable cost of capital assumptions. Judgement is
applied in arriving at appropriate discount rates, based on the
knowledge of the market, taking into account market intelligence
gained from bidding activities, discussions with financial
advisers, consultants, accountants and lawyers and publicly
available information.
A range of sources are reviewed in
determining the underlying assumptions to apply in a DCF valuation
used in calculating the fair value of a Private Hydrogen Asset.
These sources include but are not limited to:
· macroeconomic projections adopted by the market as disclosed
in publicly available resources;
· macroeconomic forecasts provided by expert third party
economic advisers;
· discount rates publicly disclosed in the global renewables
sector;
· discount rates applicable to comparable infrastructure asset
classes, which may be procured from public sources or independent
third-party expert advisers;
· discount rates publicly disclosed for comparable market
transactions of similar assets; and
· capital asset pricing model outputs and implied risk premia
over relevant risk-free rates. Where available, assumptions are
based on observable market and technical data.
(b)
Foreign currency
Functional and presentation currency
Items included in the Financial
Statements are measured using the currency of the primary economic
environment in which the entity operates, the functional currency.
The Financial Statements are presented in Pounds Sterling which is
the Company and Group's functional and presentation
currency.
Transactions and balances
Foreign currency transactions are
translated into Pounds Sterling using the exchange rates prevailing
at the dates of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the
Statement of Comprehensive Income.
(c)
Income
Dividend income has been accounted
for on an ex-dividend basis or when the right to the income is
established. Investment interest income for the year is recognised
in the Statement of Comprehensive Income using effective interest
method calculation. Bank interest income is recognised for the year
in the Statement of Comprehensive income on a receipts basis.
Special dividends are credited to capital or revenue in the
Statement of Comprehensive Income, according to the circumstances
surrounding the payment of the dividend. Overseas dividends are
included gross of withholding tax recoverable.
(d)
Dividend payable
Interim dividends are recognised
when the Company pays the dividend. Final dividends are recognised
in the period in which they are approved by the
shareholders.
(e)
Expenses
All expenses are accounted for on an
accruals basis. Expenses directly related to the acquisition or
disposal of an investment (transaction costs) are taken to the
Statement of Comprehensive Income as a capital item. All other
expenses, including Investment Adviser fees, are taken to the
Statement of Comprehensive Income as a revenue item.
(f)
Taxation
The tax expense represents the sum
of the tax currently payable and deferred tax. The tax currently
payable is based on the taxable profit for the period. Taxable
profit differs from net profit as reported in the Statement of
Comprehensive Income because it excludes items of income or
expenses that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The
Company's liability for current tax is calculated using tax rates
that were applicable at the financial reporting date.
Where expenses are allocated between
capital and revenue any tax relief in respect of the expenses is
allocated between capital and revenue returns on the marginal basis
using the Company's effective rate of corporation taxation for the
relevant accounting period.
Deferred taxation is recognised in
respect of all timing differences that have originated but not
reversed at the financial reporting date, where transactions or
events that result in an obligation to pay more tax in the future
or right to pay less tax in the future have occurred at the
financial reporting date. This is subject to deferred tax assets
only being recognised if it is considered more likely than not that
there will be suitable profits from which the future reversal of
the timing differences can be deducted. Deferred tax assets and
liabilities are measured at the rates applicable to the legal
jurisdictions in which they arise.
Since the General Partner does not
have any income or expenditure in the period, the Group tax
position is the same as the Company tax position.
(g)
Segmental reporting
The Board has considered the
requirements of IFRS 8 - 'Operating Segments'. The Company has
entered into an Investment Advisory Agreement with the Investment
Adviser under which the Investment Adviser is responsible for the
management of the Company's investment portfolio, subject to the
overall supervision of the Board of Directors. Subject to its terms
and conditions, the Investment Advisory Agreement requires the
Investment Adviser to manage the Company's investment portfolio in
accordance with the Company's investment guidelines as in effect
from time to time, including the authority to purchase and sell
investments and to carry out other actions as appropriate to give
effect thereto. However, the Board retains full responsibility to
ensure that the Investment Adviser adheres to its mandate.
Moreover, the Board is fully responsible for the appointment and/or
removal of the Investment Adviser. Accordingly, the Board is deemed
to be the 'Chief Operating Decision Maker' of the
Company.
The Directors are of the opinion
that the Company is engaged in a single segment of business being
investment into the hydrogen focussed investments. Segment
information is measured on the same basis as that used in the
preparation of the Company's Financial Statements.
(h)
Cash and cash equivalents
Cash comprises cash and demand
deposits. Cash equivalents, include bank overdrafts, and
short-term, highly liquid investments that are readily convertible
to known amounts of cash, are subject to insignificant risks of
changes in value, and are held for the purpose of meeting
short-term cash commitments rather than for investment or other
purposes.
(i)
Nature and purpose of equity and reserves:
Share capital represents the 1p
nominal value of the issued share capital.
The share premium account arose from
the net proceeds of new shares issued. Costs directly attributable
to the issue of new shares are charged against the value of the
ordinary share premium.
The capital reserve reflects
any:
· gains
or losses on the disposal of investments;
· exchange movements of a capital nature;
· the
increases and decreases in the fair value of investments which have
been recognised in the capital column of the Statement of
Comprehensive Income; and
· expenses which are capital in nature.
The revenue reserve reflects all
income and expenditure recognised in the revenue column of the
Statement of Comprehensive Income and is distributable by way of
dividend.
The Company's distributable reserves
consist of the revenue reserve and the capital reserve. However any
gains in the fair value of investments that are not readily
convertible to cash are treated as unrealised gains in the capital
reserve and are non-distributable.
Ordinary Shares are classified as
equity.
4.
Investments held at fair value through profit or
loss
(a)
Summary of valuation
|
31 December
2023
£'000
|
31 December
2022
£'000
|
Investments held at fair value through profit or
loss
|
|
|
Listed Hydrogen Assets
|
2,322
|
3,667
|
Limited Partnership
|
125,861
|
103,006
|
Closing valuation of financial assets at fair value through
profit or loss
|
128,183
|
106,673
|
(b)
Movements in valuation
|
£'000
|
£'000
|
Opening valuation of financial assets
at fair value through profit or loss
|
106,673
|
68,830
|
Opening unrealised (gain)/loss on
investments
|
(1,426)
|
1,608
|
Opening cost of financial assets at
fair value through profit or loss
|
105,247
|
70,438
|
Additions, at cost - Listed Hydrogen
Assets
|
74
|
137
|
Additions, at cost - Limited
Partnership
|
12,398
|
36,581
|
Disposals, at cost - Listed Hydrogen
Assets
|
(142)
|
(1,909)
|
Cost of financial assets at fair
value through profit or loss at the end of the year
|
117,577
|
105,247
|
Unrealised losses on investments -
Listed Hydrogen Assets
|
(5,299)
|
(4,022)
|
Unrealised gains on investments -
Limited Partnership
|
15,905
|
5,448
|
Closing valuation of financial assets at fair value through
profit or loss
|
128,183
|
106,673
|
(c) Gain/(loss) on investments
|
£'000
|
£'000
|
Movement in unrealised loss - Listed
Hydrogen Assets
|
(1,277)
|
(2,794)
|
Movement in unrealised gains -
Limited Partnership
|
10,457
|
5,828
|
Realised (losses)/gains on
investments - Listed Hydrogen Assets
|
(30)
|
143
|
Total gain on investments
|
9,150
|
3,177
|
Under IFRS 13 'Fair Value
Measurement', an entity is required to classify investments using a
fair value hierarchy that reflects the significance of the inputs
used in making the measurement decision.
The following shows the analysis of
financial assets recognised at fair value based on:
Level 1
The unadjusted quoted price in an
active market for identical assets or liabilities that the entity
can access at the measurement date.
Level 2
Inputs other than quoted prices
included within Level 1 that are observable (i.e. developed using
market data) for the asset or liability, either directly or
indirectly.
Level 3
Inputs are unobservable (i.e. for
which market data is unavailable) for the asset or
liability.
Transfers between levels of the fair
value hierarchy are recognised as at the end of the reporting
period during which the change has occurred. There have been no
transfers between levels during the year ended 31 December 2023
(2022: no transfers).
The classification of the Company
and Group's investments held at fair value through profit or loss
is detailed in the table below:
|
31 December
2023
|
Level 1
£'000
|
Level 2
£'000
|
Level 3
£'000
|
Total
£'000
|
Listed Hydrogen Assets
|
2,322
|
-
|
-
|
2,322
|
Limited Partnership
|
-
|
-
|
125,861
|
125,861
|
|
2,322
|
-
|
125,861
|
128,183
|
|
31 December
2022
|
|
Level 1
£'000
|
Level 2
£'000
|
Level 3
£'000
|
Total
£'000
|
Listed Hydrogen Assets
|
3,667
|
-
|
-
|
3,667
|
Limited Partnership
|
-
|
-
|
103,006
|
103,006
|
|
3,667
|
-
|
103,006
|
106,673
|
The Company and Group's Level 3
investment is the investment in the Limited Partnership. The NAV of
the Limited Partnership as of 31 December 2023 is £125,861,000
(2022: £103,006,000). The movement on the Level 3 investments
during the year is shown below:
|
31 December
2023
£'000
|
31 December
2022
£'000
|
Opening balance
|
103,006
|
60,597
|
Investment in Limited
Partnership
|
12,398
|
36,581
|
Movement in unrealised gains on
investment in Limited Partnership
|
10,457
|
5,828
|
Closing balance
|
125,861
|
103,006
|
Look-through financial information
The NAV of the Limited Partnership
consists of the fair value of its Private Hydrogen Assets and the
carrying value of its assets and liabilities. As at the year end,
the Limited Partnership held ten Private Hydrogen Assets (2022:
nine).
The following table reconciles the
fair value of the Private Hydrogen Assets and the NAV of the
Limited Partnership.
|
31 December
2023
£'000
|
31 December
2022
£'000
|
Investment in Private Hydrogen
Assets
|
126,206
|
103,115
|
Plus/(minus): net other
assets/(liabilities)
|
(345)
|
(109)
|
NAV of the Limited
Partnership
|
125,861
|
103,006
|
The Level 3 Private Hydrogen Assets
are valued by the Investment Adviser using the valuation techniques
as outlined in note 3. The key inputs considered in the valuation
are described in note 15.
At 31 December 2023, the valuations
of the Limited Partnership's underlying investments in Private
Hydrogen Assets were determined as follows:
Name
|
Country of
Incorporation
|
Value of Investment
£'000
|
Primary valuation
technique
|
Significant unobservable
inputs
|
Range input
|
Sunfire GmbH
|
Germany
|
27,068
|
DCF
|
Discount
rates
|
11.3%-12.4%
|
Elcogen Group plc
|
United
Kingdom
|
24,430
|
DCF
|
Discount
rates
|
13.1%-13.9%
|
Strohm Holding BV
|
Netherlands
|
19,719
|
DCF
|
Discount
rates
|
14.4%-15.4%
|
HiiROC Limited
|
United
Kingdom
|
13,701
|
DCF
|
Discount
rates
|
13.8%-14.9%
|
Cranfield Aerospace Solutions
Limited
|
United
Kingdom
|
11,870
|
DCF
|
Discount
rates
|
17.5%-18.6%
|
Bramble Energy Limited
|
United
Kingdom
|
10,621
|
DCF
|
Discount
rates
|
16.0%-17.1%
|
HH2E AG
|
Germany
|
6,971
|
DCF
|
Discount
rates (project SPVs & Company)
|
12.0%; and
16.5%-17.6%
|
NanoSUN Limited
|
United
Kingdom
|
5,428
|
Probability weighted approach incorporating DCF, indicative
offers and net assets*
|
Discount
rates applied in DCF
|
[15.3%-15.9%]
|
Net
Assets
|
n/a
|
|
|
|
|
Weighting
|
10%-50%
|
GEN2 Energy AS
|
Norway
|
4,443
|
DCF
|
Discount
rates (project SPVs & Company)
|
12.0%; and
16.7%-17.6%
|
HH2E Werk Thierbach GmbH
|
Germany
|
1,955
|
Loan
principal and accrued interest
|
N/a
|
N/a
|
At 31 December 2022, the valuation
of the Limited Partnership's underlying investment in Private
Hydrogen Assets was determined as follows.
Name
|
Country of
Incorporation
|
Value of Investment
£'000
|
Primary valuation
technique
|
Significant unobservable
inputs
|
Range input
|
Sunfire GmbH
|
Germany
|
21,763
|
Weighted
DCF and Price of Recent Investment
|
Discount
rates applied in full DCF valuation
|
12.1% -
12.4%
|
Weighting
between Price of Recent Investment and DCF
valuation1
|
(4)%
|
Elcogen Group plc
|
United
Kingdom
|
20,430
|
Weighted
DCF and Price of Recent Investment
|
Discount
rates applied in full DCF valuation
|
12.5% -
13.0%
|
Weighting
between Price of Recent Investment and DCF
valuation1
|
4%
|
* In deriving the fair
value of NanoSUN a probability weighted approach was applied
whereby a valuation for the investment was derived from each
technique (DCF, indicative offers and assets), each of which
represented management's assessment of the fair value for the
investment in the reasonable possible scenarios that may have
transpired, as of the valuation date. A percentage likelihood
(aggregating to 100% across each of the three techniques) was then
applied to each of these valuations, which represented management's
view of the probability of each scenario transpiring, as of the
valuation date. The range of inputs disclosed represent the lowest
and highest discreet percentages applied to the three
scenarios.
Name
|
Country of
Incorporation
|
Value of Investment
£'000
|
Primary valuation
technique
|
Significant unobservable
inputs
|
Range input
|
Strohm Holding BV
|
Netherlands
|
11,606
|
Weighted
DCF and Price of Recent Investment
|
Discount
rates applied in full DCF valuation
|
12.5% -
12.8%
|
Weighting
between Price of Recent Investment and
DCF valuation1
|
(31)%
|
HiiROC Limited
|
United
Kingdom
|
12,914
|
DCF
|
Discount
rates
|
13.5%
|
Cranfield Aerospace Solutions
Limited
|
United
Kingdom
|
6,296
|
Weighted
DCF and Price of Recent Investment
|
Discount
rates applied in full DCF valuation
|
13.5%
|
Weighting
between Price of Recent Investment and
DCF valuation1
|
(20)%
|
Bramble Energy Limited
|
United
Kingdom
|
10,032
|
Weighted
DCF and Price of Recent Investment
|
Discount
rates applied in full DCF valuation
|
13.4% -
13.6%
|
Weighting
between Price of Recent Investment and
DCF valuation1
|
24%
|
HH2E AG
|
Germany
|
5,134
|
Weighted
DCF and Price of Recent Investment
|
Discount
rates applied in full DCF valuation
|
12.1% -
12.4%
|
|
|
|
|
Weighting
between Price of Recent Investment and
DCF valuation1
|
6%
|
NanoSUN Limited
|
United
Kingdom
|
11,519
|
Weighted
DCF and Price of Recent Investment
|
Discount
rates applied in full DCF valuation
|
13.4% -
13.6%
|
Weighting
between Price of Recent Investment and
DCF valuation1
|
(10)%
|
GEN2 Energy AS
|
Norway
|
3,421
|
Weighted
DCF and Price of Recent Investment
|
Discount
rates applied in full DCF valuation
|
13.0%
|
Weighting
between Price of Recent Investment and
DCF valuation1
|
(10)%
|
1. This is the effective discount or
premium to the full DCF valuation, as a result of application of
the weighted valuation in line with the valuation methodology
described in note 3. A negative percentage denotes that the
weighted valuation is at a discount to the full DCF valuation;
whilst a positive percentage denotes that the weighted valuation is
at a premium to the full DCF valuation.
The following table shows the
Directors best estimate of the sensitivity of the Level 3 Private
Hydrogen Assets to changes in the principle unobservable input,
with all other variables held constant.
|
Effect on fair value of
investments
£'000
|
Unobservable input
|
Possible reasonable change in input
|
31 December
2023
|
31 December
2022
|
Discount rates applied in full DCF
valuation
|
+1%
|
(7,767)
|
(6,515)
|
|
-1%
|
8,584
|
7,815
|
Weighting between DCF, indicative
offers and Net Asset valuation
|
+/- 10% weighting to DCF
|
968/(968)
|
n/a
|
|
+/- 10% weighting to indicative
offers
|
124/(124)
|
n/a
|
|
+/- 10% weighting to Net
Assets
|
1,092/(1,092)
|
n/a
|
Weighting between Price if
Recent
Investment and full DCF
Valuation
|
Plus one calendar quarter of tapering
from Price of Recent Investment to full DCF valuation
|
n/a
|
(324)
|
|
Minus one calendar quarter of
tapering from Price of Recent Investment to full DCF
valuation
|
n/a
|
286
|
The European Central Bank ('ECB')
and the Bank of England ('BOE') base rates at 31 December 2023 were
4.5% and 5.25% respectively. We anticipate that the base rates will
ease and fall (based on independent research) reaching 2.50% for
ECB and 3.00% for BOE by end of 2025. Since long term gilt yields
already factor in long term forecasts, we have performed
sensitivities of +/- 1% on the discount rate assumptions for any
shock events. At 31 December 2022, the ECB and the BOE base rates
were 2.5% and 3.5% respectively. We anticipated that the terminal
base rate hikes (based on independent research) could reach 3.75%
for ECB and 4.75% for BOE and as such, performed sensitivities of
+/- 1% on the discount rate assumptions.
For the year ended 31 December 2023,
the NanoSUN Limited valuation is weighted between DCF, indicative
offers and Net assets based on the expected likelihood of each
scenario occurring. We have applied a sensitivity of +/- 10%
weighting to each scenario, with the movement being shared equally
with the remaining two scenarios, as this is deemed to be a
reasonable possible shift in the scenario weightings as of the
valuation date.
For the year ended 31 December 2022,
the valuations are weighted towards the full DCF valuation based on
the time since the price of recent investment until the full DCF
valuation is applied (typically the valuations are tapered from the
price of recent investment to the full DCF valuation over four
calendar quarters after the price of recent investment).
Accordingly, we have applied a sensitivity of +/- one calendar
quarter of this weighting as this is deemed the most likely period
by which the tapering may be delayed or brought forward.
For those investments that have been
fair valued using the price of a recent investment based on
unadjusted third-party pricing information and project development
loans held at cost plus accrued interest, the Company is not
required to disclose any quantitative information regarding the
unobservable inputs as they have not been developed by the Company
and are not reasonably available to the Company.
5.
Income
|
Year ended
31 December
2023
£'000
|
Year ended
31 December
2022
£'000
|
Overseas dividend income
|
1
|
1
|
Bank interest
|
211
|
96
|
Total income
|
212
|
97
|
6.
Investment Adviser fee
|
Year ended 31 December
2023
|
Year ended 31 December
2022
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
Investment Adviser fee
|
144
|
-
|
144
|
343
|
-
|
343
|
At 31 December 2023 an amount of
£nil (2022: £12,554) was payable to the Investment Adviser in
respect of the Investment Adviser fee.
Additionally, the Company agreed
with the Investment Adviser that the costs and expenses of the IPO
would be capped at 2% of the gross proceeds received, with any cost
above this amount to be paid by the Investment Adviser by way of
rebate of its adviser fee. At 31 December 2023, £nil in respect of
excess IPO issue costs is due to be received from the Investment
Adviser (2022: £111,432).
Investment Adviser fee
The Company has entered into an
Investment Adviser Agreement dated 5 July 2021 between the Company,
the AIFM and the Investment Adviser (the "Investment Adviser
Agreement"), pursuant to which the Investment Adviser has been
given responsibility for investment advisory services in respect of
any Private Hydrogen Assets the Company invests in directly and the
Listed Hydrogen Assets (including Listed Hydrogen Assets forming
part of the Liquidity Reserve and uninvested cash) in accordance
with the Company's investment policy, subject to the overall
control and supervision of the AIFM.
Under the Investment Adviser
Agreement, the Investment Adviser receives from the Company,
quarterly in advance, an advisory fee equal to:
i. 1.0% of the Net
Asset Value per annum of the Listed Hydrogen Assets up to £100
million:
ii. 0.8% of the
Net Asset Value per annum of the Listed Hydrogen Assets from £100
million (save that the Investment Adviser has agreed to reduce this
fee to 0.5% in respect of the Liquidity Reserve pending their
investment in Private Hydrogen Assets for 18 months following
Admission to 30 January 2023);
iii. 1.5% of the Net
Asset Value per annum of any Private Hydrogen Assets held by the
Company directly (i.e. not held by the Limited Partnership or any
other undertaking advised by the Investment Adviser where the
Investment Adviser is receiving a separate advisory fee);
and
iv. for so long as the
Company is not considered a 'feeder fund' for the purposes of the
Listing Rules, 1.5% per annum of the Net Asset Value of the Private
Hydrogen Assets held by the Limited Partnership.
The Limited Partnership has entered
into a Limited Partnership Investment Adviser Agreement dated 5
July 2021 (the "Limited Partnership Investment Adviser Agreement")
between the General Partner (in its capacity as general partner of
the Limited Partnership), the AIFM and the Investment Adviser,
pursuant to which the Investment Adviser has been given
responsibility for investment advisory services in respect of the
Private Hydrogen Assets in accordance with the investment policy of
the Limited Partnership, subject to the overall control and
supervision of the AIFM.
Under the Limited Partnership
Investment Adviser Agreement, the Investment Adviser, if the
Company was considered a 'feeder fund' for the purposes of the
Listing Rules by virtue of additional investors co-investing via
the Limited Partnership in the future, shall receive from the
Limited Partnership an advisory fee equal to 1.5% per annum of the
Net Asset Value of the Private Hydrogen Assets held by the Limited
Partnership, payable quarterly in advance. Advisory fees paid or
payable by the Limited Partnership are reflected through the NAV of
the Limited Partnership.
No performance fee is paid or
payable to the Investment Adviser under either the Investment
Adviser Agreement or the Limited Partnership Investment Adviser
Agreement but the principals of the Investment Adviser are, subject
to certain performance conditions being met, entitled to carried
interest fees from the Limited Partnership. Refer to 'Carried
Interest Partner Fees' section below.
Carried Interest Partner
Fees
Pursuant to the terms of the Limited
Partnership Agreement dated 5 July 2021 as amended and restated on
26 November 2021 (the "Limited Partnership Agreement"), the Carried
Interest Partner is, subject to the limited partners of the Limited
Partnership receiving an aggregate annualised 8% realised return
(i.e. the Company and, in due course, any additional co-investors),
entitled to a carried interest fee in respect of the performance of
the Private Hydrogen Assets.
Subject to certain exceptions, the
Carried Interest Partner will receive, in aggregate, 15% of the net
realised cash profits from the Private Hydrogen Assets held by the
Limited Partnership once the limited partners of the Limited
Partnership (i.e. the Company and, in due course, any additional
co-investors) have received an aggregate annualised 8% realised
return. This return is subject to a 'catch-up' provision in Carried
Interest Partner's favour. Any realised or unrealised carried
interest fee paid or payable to the Carried Interest Partner is
reflected through the NAV of the Limited Partnership. As at 31
December 2023, in the Limited Partnership, there is unrealised
carried interest fee payable of £403,343 (year to 31 December 2022:
£nil).
20% of any carried interest received
(net of tax) will be used by the principals of the Investment
Adviser to acquire Ordinary Shares in the market. Any such acquired
shares will be subject to a 12-month lock-up from the date of
purchase.
General Partner's priority profit share
Under the Limited Partnership
Agreement, the General Partner of the Limited Partnership shall be
entitled to a General Partner's Profit Share ("GPS"). The GPS for
each accounting period shall be an amount equal to 1.5% of the
prevailing NAV of the Limited Partnership. For so long as the
Company is the sole limited partner of the Limited Partnership, the
GPS shall be distributed to the Company rather than the General
Partner. The Company is currently the sole limited partner of the
Limited Partnership. Therefore, under the Investment Adviser
Agreement, the investment adviser fee in relation to the Private
Hydrogen Assets held by the Limited Partnership is settled by the
Company which for the year totalled £1,723,369 (31 December 2022:
£1,181,069). During the year the Limited Partnership did not call
any GPS from the Company as the net effect of the calling and
distributing GPS from/to the Company is £nil (31 December 2022:
£nil).
7. Other expenses
|
Year ended
31 December
2023
£'000
|
Year ended
31 December
2022
£'000
|
Administration & Secretarial
Fees
|
205
|
193
|
AIFM Fees
|
97
|
83
|
Directors' Fees
|
192
|
173
|
Custodian Charges
|
50
|
50
|
Brokers Fees
|
66
|
60
|
Registrar's Fees
|
21
|
23
|
Website Fees
|
39
|
44
|
Legal Fees
|
30
|
21
|
LSE Fees
|
15
|
11
|
Audit Fees
|
162
|
118
|
D & O Insurances
|
47
|
49
|
PR & Marketing
|
262
|
212
|
Printing Fees
|
38
|
30
|
Other expenses
|
172
|
92
|
Total revenue expenses
|
1,396
|
1,159
|
Expenses charged to capital:
|
|
|
Capital transaction costs
|
500
|
219
|
Total expenses
|
1,896
|
1,378
|
During the year, no non-audit
service fees were paid.
Costs of £500,000, incurred during
the year ended 31 December 2022, applicable to the share issuance
Circular and Prospectus published in September 2022 (the "share
issuance Circular and Prospectus"), which were recognised as trade
and other receivables as at 31 December 2022, were released from
trade and other receivables to abort costs in the Statement of
Comprehensive Income for the year ended 31 December 2023 as no
shares had been issued at the Circular and Prospectus expiry date
in September 2023. These costs included non-audit service costs
applicable to the share issuance Circular and Prospectus (KPMG UK
LLP received £42,000 which was inclusive of VAT of
£7,000).
During the year to 31 December 2022,
where non-audit services were carried out in relation to a further
secondary share issuance that was aborted, the costs (KPMG received
£75,000; and KPMG UK LLP received £108,000 which was inclusive of
VAT of £18,000) were treated as a capital expense (abort costs)
disclosed in the Statement of Comprehensive Income
Each of these non-audit services
provided during the year to 31 December 2022 were required by law
or regulation and were therefore permissible non-audit services
under the FRC Ethical Standard.
8. Taxation
(a)
Analysis of charge in the year
|
Year ended 31 December
2023
|
Year ended 31 December
2022
|
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
Overseas tax
|
-
|
-
|
-
|
-
|
-
|
-
|
Total tax charge for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
Factors affecting total tax charge for the
year
|
Year ended 31 December
2023
|
Year ended 31 December
2022
|
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
(Loss)/profit on ordinary activities before
taxation
|
(1,328)
|
8,645
|
7,317
|
(1,405)
|
2,959
|
1,554
|
Corporation tax at
23.52%
|
(312)
|
2,033
|
1,721
|
(267)
|
562
|
295
|
Effects of:
|
|
|
|
|
|
|
Non-taxable (gains)/losses on
investments
|
-
|
(2,151)
|
(2,151)
|
-
|
(604)
|
(604)
|
Excess management expenses not
utilised in year
|
312
|
30
|
342
|
267
|
-
|
267
|
Disallowable expenses
|
-
|
88
|
88
|
-
|
42
|
42
|
Overseas tax
|
-
|
-
|
-
|
-
|
-
|
-
|
Total tax charge
|
-
|
-
|
-
|
-
|
-
|
-
|
The Company is not liable to tax on
capital gains due to its status as an investment trust. The Company
and Group has an unrecognised deferred tax asset of £963,000 (2022:
£600,000) as a result of excess management expenses of £3,853,000
(2022: 2,400,000), based on the long term prospective corporation
tax rate of 25%.
This asset has accumulated because
deductible expenses exceeded taxable income for the year ended 31
December 2023 and prior periods. No asset has been recognised in
the Financial Statements because, given the composition of the
Company and Group's portfolio, it is not likely that this asset
will be utilised in the foreseeable future.
9.
Trade and other receivables
|
31 December
2023
£'000
|
31 December
2022
£'000
|
Prepayments
|
41
|
37
|
Other receivables
|
10
|
604
|
|
51
|
641
|
At 31 December 2022 other
receivables included £470,000 in respect of costs applicable to the
share issuance Circular and Prospectus (£470,000) published in
September 2022 and expiring in September 2023. These costs were
reclassified as abort costs in the Statement of Comprehensive
Income in 2023 as no shares had been issued at the Circular and
Prospectus expiry date.
10.
Trade and other payables
|
31 December
2023
£'000
|
31 December
2022
£'000
|
Amounts falling due within one
year:
|
|
|
Accrued expenses
|
190
|
153
|
|
190
|
153
|
11. Share capital
|
31 December
2023
|
31 December
2022
|
Allotted, issued and fully paid
Ordinary Shares of
1p each:
|
No. of
shares
|
Nominal value
of
shares
(£)
|
No. of
shares
|
Nominal value
of
shares
(£)
|
Brought forward
|
128,819,999
|
1,288,199.99
|
107,350,000
|
1,073,500.00
|
Allotted/redeemed following admission
to LSE
|
|
|
|
|
Ordinary Shares issued
|
-
|
-
|
21,469,999
|
214,699.99
|
Closing balance as at 31
December
|
128,819,999
|
1,288,199.99
|
128,819,999
|
1,288,199.99
|
The Company is permitted to hold
Ordinary Shares acquired by way of market purchase in treasury,
rather than having to cancel them. Such Ordinary Shares may be
subsequently cancelled or sold for cash. No Ordinary Shares have
been repurchased during the year therefore there were no Treasury
shares at the end of the year.
Each Ordinary Share held entitles
the holder to one vote. All shares carry equal voting rights and
there are no restrictions on those voting rights.
Costs applicable to the share
issuance Circular and Prospectus issued in September 2022 totaling
£500,000 were treated as an other debtor at 31 December 2022
(£470,000) or accrued during the year (£30,000). These costs were
reclassified as abort costs in the Statement of Comprehensive
Income for the year ended 31 December 2023 as no shares had been
issued at the Circular and Prospectus expiry date in September
2023.
12.
Return per ordinary share
Return per share is based on the
weighted average number of Ordinary Shares in issue during the year
ended 31 December 2023 of 128,819,999 (2022:
122,878,985).
|
Year ended 31 December
2023
|
Year ended 31 December
2022
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
Revenue
£'000
|
Capital
£'000
|
Total
£'000
|
(Loss)/profit for the
year(£'000)
|
(1,328)
|
8,645
|
7,317
|
(1,405)
|
2,959
|
1,554
|
Return per Ordinary Share
|
(1.03)p
|
6.71p
|
5.68p
|
(1.14)p
|
2.41p
|
1.27p
|
There is no dilution to return per
share as the Company has only Ordinary Shares in issue.
13.
Net asset value per ordinary share
|
31 December
2023
£'000
|
31 December
2022
£'000
|
Net Asset Value (£'000)
|
132,670
|
125,353
|
Ordinary Shares in issue
|
128,819,999
|
128,819,999
|
NAV per Ordinary Share
|
102.99p
|
97.31p
|
There is no diluted Net Asset Value
per share as the Company has only Ordinary Shares in
issue.
14. Related party transactions and
material contracts
Directors
During the year fees were payable
to the Directors at an annual rate of £68,250 to the Chairman
(2022: £65,000), £57,750 to the Chairman of the Audit and Risk
Committee (2022: £55,000) and £47,250 to the other Directors (2022:
£45,000) with the exception of Mr Bucknall who is not remunerated
for his role as a Non-Executive Director. These fees were effective
from 1 January 2023. Details of the Directors remuneration paid
during the year is given in note 7. At the year end, the Directors
had the following holdings in the Company:
|
Ordinary Shares
at
|
Ordinary Shares
at
|
|
31 December
2023
|
31 December
2022
|
Simon Hogan
|
40,000
|
40,000
|
Afkenel Schipstra
|
10,100
|
10,100
|
Abigail Rotheroe
|
10,000
|
10,000
|
David Bucknall
|
-
|
-
|
Investment Adviser
Fees payable to the Investment
Adviser are shown in the Statement of Comprehensive Income. Fees
details of the Investment Adviser are shown in note 6. At 31
December 2023, the principals of the Investment Adviser, Dr JJ
Traynor and Mr R Hulf, each held 100,000 Ordinary Shares of the
Company (31 December 2022: 100,000 Ordinary Shares). Transactions
between the Company and the Investment Adviser during the year are
disclosed in note 6.
INEOS Energy
The Relationship and Co-Investment
Agreement dated 19 June 2021 between INEOS UK E&P Holdings
Limited ("INEOS Energy"), the Investment Adviser, the Company and
the General Partner (acting in its capacity as the general partner
of the Limited Partnership), pursuant to which the parties agreed
that: (i) INEOS Energy would subscribe for and/or shall procure
that its associates shall subscribe for at least 25 million
Ordinary Shares in the IPO; (ii) such Ordinary Shares subscribed by
INEOS Energy would be subject to a 12 month lock-up from the date
of purchase pursuant to which INEOS Energy agreed that it will not
sell, grant options over or otherwise dispose of any interest in
any such Ordinary Shares purchased by them (subject to the usual
carve-outs); (iii) INEOS Energy was entitled to nominate one
Non-Executive Director for appointment to the Board; (iv) prior to
making any co-investment opportunity in relation to a Private
Hydrogen Assets that is a project to any limited partner of the
Limited Partnership, the Company and the Investment Adviser will
give INEOS Energy a right of first refusal to acquire up to 100% of
such co-investment opportunity (provided that the 'related party
transaction' requirements set out in the Listing Rules are complied
with); (v) INEOS Energy are provided with certain information
rights relating to Private Hydrogen Assets and co-investment
opportunities; and (vi) INEOS Energy shall be entitled to second
one or more employees to the Investment Adviser from time-to-time.
INEOS Energy has agreed that all transactions between INEOS Energy
and its associates and any member of the Company and Group and/or
the Investment Adviser are conducted at arm's length on normal
commercial terms.
At the IPO, INEOS Energy subscribed
for and received 25 million Ordinary Shares of the Company. On 31
October 2022, INEOS Energy transferred its holding of 25 Million
Ordinary Shares to its immediate parent, INEOS Offshore BCS
Limited. At 31 December 2023, INEOS Offshore BCS held 25 million
Ordinary Shares of the Company (2022: 25 million Ordinary
Shares).
David Bucknall is currently Chief
Executive Officer of the INEOS Energy group of companies and was
appointed as the Board representative of INEOS Energy on 20 May
2022 pursuant to the Relationship and Co-Investment Agreement
entered into between, inter alia, INEOS Energy and the Company at
the Company's launch.
Carried Interest and General
Partners
Details of the Carried Interest
Parter and General Partner and any applicable fees and unrealised
carried interest are shown in note 6.
Alternative Investment Fund
Manager
FundRock Management Company
(Guernsey) Limited is appointed to act as the Company's and the
Limited Partnership's alternative investment fund manager (the
"AIFM") for the purposes of the UK AIFM Rules. The AIFM has
delegated the provision of portfolio management services to the
Investment Adviser. The AIFM, Company Secretary and Administrator
are part of the same Apex Group.
Under the AIFM Agreement between the
AIFM and the Company dated 5 July 2021, and with effect from
Admission, the AIFM shall be entitled to receive from the
Company a fee of 0.05% of Net Asset Value per annum up to £250
million, 0.03% of Net Asset Value per annum from £250 million up to
£500 million and 0.015% of Net Asset Value per annum from £500
million, in each case adjusted to exclude any Net Asset Value
attributable to any Private Hydrogen Assets held through the
Limited Partnership and subject to a minimum annual fee of
£85,000.
Under the AIFM Agreement between the
AIFM and the Limited Partnership dated 5 July 2021, the AIFM
receives from the Limited Partnership a fee of 0.05% of the net
asset value of the Limited Partnership per annum up to £250
million, 0.03% of the net asset value of the Limited
Partnership per annum from £250 million up to £500 million and
0.015% of the net asset value of the Limited Partnership per annum
from £500 million, subject to a minimum annual fee of £25,000. AIFM
fees paid or payable by the Limited Partnership are reflected
through the NAV of the Limited Partnership.
The AIFM is also entitled to
reimbursement of reasonable expenses incurred by it in the
performance of its duties.
Administration and Company
Secretarial services fee
The Company has entered into an
Administration and Company Secretarial Services Agreement dated 5
July 2021 (the "Administrator and Company Secretary Agreement")
between the Company and Apex Listed Companies Services (UK) Limited
(formerly Sanne Fund Services (UK) Limited (the "Company Secretary
and Administrator")) pursuant to which the Company Secretary and
Administrator has agreed to act as company secretary and
administrator to the Company.
Under the terms of the
Administration and Company Secretarial Services Agreement, the
Company Secretary and Administrator receives a fee from the Company
of 0.06% of Net Asset Value per annum up to £250 million, 0.05% of
Net Asset Value per annum from £250 million up to £500 million and
0.025% of Net Asset Value per annum from £500 million and subject
to a minimum annual fee of £147,695 plus a further £10,000 per
annum to operate the Company's Liquidity Reserve.
Under the terms of the Limited
Partnership Administration Agreement 5 July 2021, pursuant to which
the Company Secretary and Administrator has agreed to act as
administrator to the Limited Partnership, the Company Secretary and
Administrator receives an annual fee from the Limited Partnership
of £69,151 and of £16,596 (excluding VAT) in respect of the General
Partner. Administration fees paid or payable by the Limited
Partnership are reflected through the NAV of the Limited
Partnership. For so long as the Company is the sole Limited
Partner, the administration fee in respect of the General Partner
shall be allocated settled by the Company rather than the General
Partner.
Custodian fee
The Company has entered into a
Custodian Agreement between the Company and The Northern Trust
Company (the "Custodian") dated 23 June 2021 (the "Custodian
Agreement"), pursuant to which the Custodian has agreed to act as
custodian to the Company.
The Custodian is entitled to a
minimum annual fee of £50,000 (exclusive of VAT) per annum. The
Custodian is also entitled to a fee per transaction taken on behalf
of the Company.
Registrar fee
The Company utilises the services of
Computershare Investor Services plc (the "Registrar") as registrar
to the transfer and settlement of Ordinary Shares. Under the terms
of the Registrar Agreement dated 5 July 2021, the Registrar is
entitled to a fee calculated based on the number of shareholders,
the number of transfers processed and any Common Reporting Standard
on-boarding, filings or changes. The annual minimum fee is £4,800
(exclusive of VAT). In addition, the Registrar is entitled to
certain other fees for ad hoc services rendered from time to
time.
15. Financial instruments and
capital disclosures
Risk Management Policies and
Procedures
The Board of Directors has overall
responsibility for the establishment and oversight of the Company
and Group's risk management framework. The risk management policies
are established to identify and analyse the risks faced by the
Company and Group, to set appropriate risk limits and controls and
to monitor risks and adherence to limits. Risk management policies
are reviewed regularly to reflect changes in market conditions and
the Company and Group's activities.
The Investment Adviser, AIFM and the
Administrator report to the Board on a quarterly basis and provide
information to the Board which allows it to monitor and manage
financial risks relating to its operations. The Company and Group's
activities expose it to a variety of financial risks: market risk
(including currency risk, interest rate risk and price risk),
credit risk, liquidity risk and operational risk. These risks are
monitored by the AIFM. Below is a non-exhaustive summary of the
risks that the Company and Group are exposed to as a result of its
use of financial instruments:
The objectives, policies and
processes for managing the risks, and the methods used to measure
the risks, are set out below:
Market Risks
(i) Currency risk
Foreign currency risk is defined as
the risk that the fair values of future cashflows will fluctuate
because of changes in foreign exchange rates. The financial assets
and liabilities are predominantly denominated in Pounds Sterling
and substantially all revenues and expenses are in Pounds Sterling.
As at the 31 December 2023 and 31 December 2022, the Company
and Group had the following currency exposures, all of which are
included in the Statement of Financial Position at fair value based
on the exchanges rates at the year end.
|
31 December
2023
|
31 December
2022
|
|
Investments
|
Cash
|
Other assets &
liabilities
|
Total
|
Investments
|
Cash
|
Other assets &
liabilities
|
Total
|
Currency
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Danish Krone
|
180
|
-
|
-
|
180
|
132
|
-
|
-
|
132
|
Euro
|
806
|
-
|
-
|
806
|
1,246
|
-
|
-
|
1,246
|
Korean Won
|
501
|
-
|
-
|
501
|
667
|
-
|
-
|
667
|
Norwegian Krone
|
259
|
-
|
-
|
259
|
609
|
-
|
-
|
609
|
Swedish Krona
|
3
|
-
|
-
|
3
|
230
|
-
|
-
|
230
|
US Dollar
|
213
|
-
|
-
|
213
|
344
|
-
|
-
|
344
|
|
1,962
|
-
|
-
|
1,962
|
3,228
|
-
|
-
|
3,228
|
The Company and Group mitigate the
risk of loss due to exposure to a single currency by way of
diversification of the portfolio. The Limited Partnership's non
Pound Sterling denominated assets may have currency exposure hedged
by Forward Exchange Contracts so that impact from currency exchange
rate movements would be mitigated. At 31 December 2023,
the Company and Group have not hedged the value of non-Pound
Sterling denominated investments. This increases foreign currency
risk and may increase volatility of the Company and Group's net
asset value. At 31 December 2022, the Limited Partnership's
non Pound Sterling denominated assets had currency exposure hedged
by Forward Exchange Contracts so that the impact from currency
exchange rate movement was mitigated.
At 31 December 2023, an exchange
rate movement of +/-5% against Pounds Sterling, which is a
reasonable approximation of possible changes based on observed
volatility during the year, would have increased or decreased net
assets and total return by £98,100 (2022: £161,400).
(ii) Interest rate risk
The Company and Group's interest
rate risk on interest bearing financial assets is limited to
interest earned on cash balances. At the year end, the Company and
Group had cash balances of £4,626,000 (£2022: £18,192,000). An
increase in interest rates of 2.0%, which is reasonable based upon
changes in interest rates observed in the year, would impact the
profit or loss and net assets of the Company and Group positively
by £92,520, with a decrease of 2.0% having an equal and opposite
effect (2022: an increase or decrease of 3% would have had a
positive or negative affect of £545,760).
The Company and Group's interest
and non-interest bearing assets and liabilities as at 31 December
2023 and 31 December 2022 are summarised below:
|
31 December
2023
|
31 December
2022
|
Interest
bearing
£'000
|
Non-interest
bearing
£'000
|
Total
£'000
|
Interest
bearing
£'000
|
Non-interest
bearing
£'000
|
Total
£'000
|
Assets
|
|
|
|
|
|
|
Cash and cash equivalents
|
4,626
|
-
|
4,626
|
18,192
|
-
|
18,192
|
Trade and other
receivables
|
-
|
51
|
51
|
-
|
641
|
641
|
Investments held at fair value
through profit or loss - Listed Hydrogen Assets
|
-
|
2,322
|
2,322
|
-
|
3,667
|
3,667
|
Investments held at fair value
through profit or loss - Limited Partnership
|
-
|
125,861
|
125,861
|
-
|
103,006
|
103,006
|
Total assets
|
4,626
|
128,234
|
132,860
|
18,192
|
107,314
|
125,506
|
Liabilities
|
|
|
|
|
|
|
Trade and other payables
|
-
|
(190)
|
(190)
|
-
|
(153)
|
(153)
|
Total liabilities
|
-
|
(190)
|
(190)
|
|
(153)
|
(153)
|
(iii) Price risk
Listed Hydrogen Assets
Price risk is defined as the risk
that the fair value of a financial instrument held by the Company
or Group will fluctuate. Listed Hydrogen Assets are measured at
fair value through profit or loss. As of 31 December 2023, the
Company and Group held Listed Hydrogen Assets with an aggregate
fair value of £2,322,000 (2022: £3,667,000).
All other things being equal, the
effect of a 10% increase or decrease in the value of the
investments held at the year end would have been an increase or
decrease of £232,200 in the Company and Group's loss after taxation
for the year ended 31 December 2023 and the Company and Group's net
assets at 31 December 2023 (2022: £366,700).
At 31 December 2023, the sensitivity
rate of 10% is regarded as reasonable due to the actual market
price volatility experienced as a result of the economic impact on
the Listed Hydrogen Assets.
Private Hydrogen Assets
The Limited Partnership's portfolio
of Private Hydrogen Assets is not necessarily affected by market
performance, however the valuations may be affected by the
performance of the underlying investments in line with the
valuation criteria in note 3.
The Private Hydrogen Assets
sensitivity analysis in note 4 recognises that the valuation
methodologies employed involve different levels of subjectivity in
their inputs primarily driven by changes in discount rate
assumptions and weighting of the techniques employed.
Key variable inputs of Private
Hydrogen Assets
The variable inputs applicable to
each broad category of valuation basis will vary depending on the
particular circumstances of each Private Hydrogen Asset valuation.
An explanation of each of the key variable inputs is provided below
and includes an indication of the range in value for each input,
where relevant.
Selection of appropriate discount rates
The selection of an appropriate
discount rate is assessed individually for each Private Hydrogen
Asset. Publicly disclosed discount rates in the relevant sector and
comparable asset classes, which may be procured from public sources
or independent third-party expert advisers or for comparable market
transactions of similar assets are used where available.
Selection of appropriate benchmarks
The selection of appropriate
benchmarks is assessed individually for each Private Hydrogen
Asset. The industry and geography of each Private Hydrogen Asset
are key inputs to the benchmark selection, with either one or two
key indices or benchmarks being used for comparison.
Selection of comparable companies
The selection of comparable
companies is assessed individually for each Private Hydrogen Asset
at the point of investment, and the relevance of the comparable
companies is continually evaluated at each valuation point. The key
criteria used in selecting appropriate comparable companies are the
industry sector in which they operate and the geography of the
Private Hydrogen Asset's operations.
Application of valuation basis
Each Private Hydrogen Asset is
assessed, and the valuation basis applied will vary depending on
the circumstances of each Private Hydrogen Asset. DCF will be
considered where appropriate forecasts are available. The valuation
will also consider any recent transactions, where appropriate. For
those Private Hydrogen Assets where a trading multiples approach
can be taken, the methodology will factor in revenue, earnings or
net assets as appropriate for the Private Hydrogen
Asset.
Estimated sustainable earnings and cash
flows
The selection of sustainable revenue
or earnings and cash flows will depend on whether the Private
Hydrogen Asset is sustainably profitable or not, and where it is
not then sustainable revenues will be used in the valuation. The
valuation approach will typically assess Private Hydrogen Assets
based on the last twelve months of revenue or earnings, as they are
the most recent available and therefore viewed as the most
reliable. Where a Private Hydrogen Asset has reliably forecasted
earnings previously or there is a change in circumstance at the
business which will impact earnings going forward, then forward
estimated revenue or earnings may be used instead.
Application of liquidity discount
A liquidity discount may be applied
either through the calibration of a valuation against the most
recent transaction, or by application of a specific
discount.
Credit risk
The Company and Group are exposed
to credit risk in respect of trade and other receivables and cash
at bank. For risk management reporting purposes, the Company and
Group considers and aggregates all elements of credit risk exposure
(such as individual obligation default risk, country risk and
sector risk).
|
31 December
2023
|
31 December
2022
|
|
£'000
|
£'000
|
Trade and other
receivables
|
51
|
641
|
Cash and cash equivalents
|
4,626
|
18,192
|
Total
|
4,677
|
18,833
|
The cash and cash equivalents are
held with Northern Trust Bank, EFG International Bank, Royal Bank
of Scotland and through the Goldman Sachs- Liquid reserve fund. The
Fitch Rating credit rating of Northern Trust Bank is AA (2022: AA),
EFG international Bank is A (2022: A), Royal Bank of Scotland A+
(2022: A+) and the Goldman Sachs Liquid reserve fund is AAA (2022:
AAA).
At the year end there were no trade
and receivables past due. The credit risk exposure is minimised by
dealing with financial institutions with investment grade credit
ratings.
Liquidity risks
Liquidity risk is the risk that the
Company or Group may not be able to meet a demand for cash or fund
an obligation when due. The Investment Adviser, AIFM and the Board
continuously monitor forecast and actual cashflows from operating,
financing and investing activities to consider payment of
dividends, or further investing activities.
Financial assets and liabilities by
maturity at the year end are shown below:
|
31 December
2023
|
31 December
2022
|
Less than
1 year
£'000
|
1-5 years
£'000
|
Total
£'000
|
Less than
1 year
£'000
|
1-5 years
£'000
|
Total
£'000
|
Assets
|
|
|
|
|
|
|
Investments at fair value through
profit or loss - Listed Hydrogen Assets
|
2,322
|
-
|
2,322
|
3,667
|
-
|
3,667
|
Investments at fair value through
profit or loss - Limited Partnership
|
-
|
125,861
|
125,861
|
-
|
103,006
|
103,006
|
Trade and other
receivables
|
51
|
-
|
51
|
641
|
-
|
641
|
Cash and cash equivalents
|
4,626
|
-
|
4,626
|
18,192
|
-
|
18,192
|
Total assets
|
6,999
|
125,861
|
132,860
|
22,500
|
103,006
|
125,506
|
Liabilities
|
|
|
|
|
|
|
Trade and other payables
|
(190)
|
-
|
(190)
|
(153)
|
-
|
(153)
|
Total liabilities
|
(190)
|
-
|
(190)
|
(153)
|
-
|
(153)
|
Operational risk
Operational risk is the risk of
direct or indirect loss arising from a wide variety of causes
associated with the processes, technology and infrastructure
supporting the activities relating to financial instruments, either
internally or on the part of service providers, and from external
factors other than credit, market and liquidity risks such as those
arising from legal and regulatory requirements and generally
accepted standards of investment management behaviour.
Operational risk is managed so as to
balance the limiting of financial losses and reputational damage
with achieving the investment objective of generating returns to
investors. The AIFM works with the Board to identify the risks
facing the Company and the Limited Partnership. The key risks are
documented and updated in the Risk Matrix by the AIFM. The primary
responsibility for the development and implementation of controls
over operational risk rests with the Board.
This responsibility is supported by
the development of overall standards for the management of
operational risk, which encompasses the controls and processes at
the service providers and the establishment of service levels with
the service providers. The Directors' assessment of the adequacy of
the controls and processes in place at service providers with
respect to operational risk is carried out through having
discussions with and reviewing reports, including those on their
internal controls, from the service providers.
Capital Management Policies and
Procedures
The Company and Group's capital
management objectives are to ensure that the Company and Group will
be able to continue as a going concern while maximising the return
to equity shareholders.
In accordance with the investment
objective, the principal use of cash (including the proceeds of the
IPO and placings) is investing in hydrogen focussed assets, as
well as expenses related to the share issue when they occur,
ongoing operational expenses and payment of dividends and other
distributions to shareholders in accordance with the Company's
dividend policy.
The Company and Group considers
their capital to comprise share capital, distributable reserves and
retained earnings. The Company and Group are not subject to any
externally imposed capital requirements. The Company and Group's
share capital, distributable reserves and retained earnings are
shown in the Statement of Financial Position at a total
£132,670,000 (2022: £125,353,000).
16. Subsidiary and related
entities
Subsidiary
The Company owns 100% of
HydrogenOne Capital Growth (GP) Limited as at 31 December 2023 and
31 December 2022.
Subsidiary name
|
Effective
ownership
|
Country of
ownership
|
Principal
activity
|
Issued
share capital
|
Registered
address
|
HydrogenOne Capital
Growth
(GP) Limited
|
100%
|
United
Kingdom
|
General
partner
of
HydrogenOne
Capital
Growth
Investments
(1)
LP
|
£1
|
6th
Floor,
125
London
Wall,
London,
EC2Y
5AS
|
Related entities
The Company holds Private Hydrogen
Assets through its investment in the Limited Partnership, which has
not been consolidated as a result of the adoption of IFRS 10:
Investment entities exemption to consolidation. There is a cross
guarantee in place between the Company and the Limited Partnership
in respect of margin requirements on the Limited Partnership's
forward currency contracts. At 31 December 2023 the Limited
Partnership had no exposure to forward currency contracts (2022:
£1,451,927). There are no other cross guarantees amongst related
entities. Below are details of the unconsolidated Private Hydrogen
Asset held through the Limited Partnership.
31 December 2023
Name
|
Purpose of
the entity
|
Country of Incorporation
|
Value of investment £'000
|
Total assets
as at 31 December
2023
(unaudited) £'000
|
Effective
ownership
(%
rounded)
|
Registered
address
|
Sunfire GmbH
|
Electrolyzer producer
|
Germany
|
27,068
|
157,197
|
5%
|
Gasanstaltstraße 2 01237
Dresden, Germany
|
Elcogen Group plc
|
Solid oxide fuel cell
supply
|
United Kingdom
|
24,430
|
51,445
|
9%
|
Highdown House, Yeoman Way,
Worthing,
West Sussex,
BN99 3HH
|
Strohm Holding BV
|
Supplier of thermoplastic composite
pipe
|
Netherlands
|
19,719
|
62,082
|
20%
|
Monnickendamkade
1, 1976 EC IJmuiden
|
HiiROC Limited
|
Supplier of clean hydrogen
production technology
|
United Kingdom
|
13,701
|
14,398
|
6%
|
22 Mount Ephraim, Tunbridge Wells,
Kent, TN4 8AS
|
Cranfield Aerospace Solutions
Limited
|
Aviation design and
maintenance
|
United Kingdom
|
11,870
|
17,291
|
29%
|
Hanger 2, Cranfield Airport,
Cranfield, Bedfordshire,
MK43 0AL
|
Bramble Energy Limited
|
Printed Circuit Board fuel cell
solutions
|
United Kingdom
|
10,621
|
21,361
|
12%
|
6 Satellite Business Village,
Fleming Way, Crawley, England, RH10 9NE
|
HH2E AG
|
Supplier of green electrolysis and
energy storage facilities
|
Germany
|
6,971
|
11,077
|
11%
|
HRB 167243, Kaiser- Wilhelm-Straße
93, 20355 Hamburg
|
NanoSUN Limited
|
Supplier of mobile hydrogen storage
and refueling systems
|
United Kingdom
|
5,428
|
5,045
|
22%
|
Abraham Heights Farm, Westbourne
Road, Lancaster,
LA1 5EF
|
GEN2 Energy AS
|
Green Hydrogen
development
|
Norway
|
4,443
|
11,203
|
7%
|
Raveien 205, 3184 Borre,
Norway
|
HH2E Werk Thierbach GmbH
|
Supplier of green electrolysis and
energy storage facilities
|
Germany
|
1,955
|
9,389
|
15%
|
HRB 167243, Kaiser- Wilhelm-Straße
93, 20355 Hamburg
|
31 December 2022
Name
|
Purpose of
the entity
|
Country of Incorporation
|
Value of investment £'000
|
Total assets
as at 31 December
2022
(unaudited) £'000
|
Effective
ownership
(%
rounded)
|
Registered
address
|
Sunfire GmbH
|
Electrolyzer producer
|
Germany
|
21,763
|
137,838
|
4%
|
Gasanstaltstraße 2 01237
Dresden, Germany
|
Elcogen Group plc
|
Solid oxide fuel cell
supply
|
United Kingdom
|
20,430
|
22,306
|
11%
|
Highdown House, Yeoman Way, Worthing,
West Sussex, BN99 3HH
|
HiiROC Limited
|
Supplier of clean hydrogen production
technology
|
United Kingdom
|
12,914
|
21,423
|
6%
|
22 Mount Ephraim, Tunbridge Wells,
Kent, TN4 8AS
|
Bramble Energy Limited
|
Printed Circuit Board fuel cell
solutions
|
United Kingdom
|
10,032
|
33,814
|
12%
|
6 Satellite Business Village, Fleming
Way, Crawley, England, RH10 9NE
|
NanoSUN Limited
|
Supplier of mobile hydrogen storage
and refueling systems
|
United Kingdom
|
11,519
|
7,150
|
23%
|
Abraham Heights Farm, Westbourne
Road, Lancaster,
LA1 5EF
|
Cranfield Aerospace Solutions
Limited
|
Aviation design and
maintenance
|
United Kingdom
|
6,296
|
6,248
|
29%
|
Hanger 2, Cranfield Airport,
Cranfield, Bedfordshire,
MK43 0AL
|
HH2E AG
|
Supplier of green electrolysis and
energy storage facilities
|
Germany
|
5,134
|
6,107
|
11%
|
HRB 167243, Kaiser- Wilhelm-Straße
93, 20355 Hamburg
|
GEN2 Energy AS
|
Green Hydrogen development
|
Norway
|
3,421
|
12,065
|
7%
|
Raveien 205, 3184 Borre,
Norway
|
Strohm Holding BV
|
Supplier of thermoplastic composite
pipe
|
The Netherlands
|
11,606
|
90,257
|
24%
|
Monnickendamkade
1, 1976 EC IJmuiden
|
The maximum exposure to loss from
the unconsolidated entities is the carrying amount of the financial
assets held.
During the year the Company did not
provide financial support and has no intention of providing
financial or other support to the subsidiary and the unconsolidated
Private Hydrogen Assets held through the Limited
Partnership.
17. Commitments and
contingencies
As at 31 December 2023 the Company
had future commitments owing of £0.6m to Cranfield Aerospace
Solutions and £0.6m to HH2E Werk Thierbach.
At 31 December 2023 the Company had
outstanding undrawn loan commitments of £3,638,090 to the Limited
Partnership (2022: £16,036,459).
18. Post balance sheet
events
Since 31 December 2023, the
Partnership has made additional investments in and commitments to
Private Hydrogen Assets amounting to £1.1m and £1.0m respectively.
In February 2024, the Company implemented a restructuring of
NanoSUN, and launched a new company named Swift Hydrogen Ltd
('Swift'). The Company wholly owns Swift and it is led by previous
senior managers from NanoSUN.
In March 2024, Sunfire announced a
funding round totalling more than EUR 500 million. The
Company exercised its anti-dilution and conversion rights in this
round for £0.3 million. The Board resolved to make a
non-material modification to the Company's investment restrictions,
so that investments in Sunfire, measured t the time of investment,
shall not exceed 21% of the Company's GAV. The Company's
existing restriction of an investment limit of 20% of GAV at the
time of investment is unchanged for the remainder of the
portfolio.
In April 2024, the Company agreed to
a restructuring of HH2E, ahead of planned material third party fund
raising for green hydrogen projects in Germany. The Company has
exchanged its development rights for five project SPVs, including
the Thierbach SPV for equity in HH2E, in parallel, the Lubmin SPV,
which was previously carved out of the Company's direct holdings,
has also been combined with HH2E. In a non-cash transaction for the
Company. The Company's previously announced development loan to
Thierbach, of which £1.9 million has been drawn, will be reduced to
£0.7 million, through a swap for equity in HH2E. The Company's
resulting equity share of HH2E is unchanged, at around 11%, on an
enlarged asset base and with a simpler corporate structure, and
with direct exposure to the Lubmin project.
FINANCIAL INFORMATION
This announcement does not
constitute the Company's statutory accounts. The financial
information for the year ended 31 December 2023 is derived from the
statutory accounts for the year, which will be delivered to the
Registrar of Companies. The auditors have reported on the
2022 accounts; their report was unqualified and did not include a
statement under Section 498(2) or (3) of the Companies Act
2006.
The Annual Report for the Period
ended 31 December 2023 was approved on 17 April 2024. The
full Annual Report can be accessed via the Company's website at:
https://hydrogenonecapitalgrowthplc.com
The Annual Report will be submitted
to the National Storage Mechanism and will shortly be available for
inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
This announcement contains regulated
information under the Disclosure Guidance and Transparency Rules of
the FCA.
ANNUAL GENERAL MEETING ("AGM")
The AGM of the Company will be held
at 6th Floor, 125 London Wall, London, EC2Y 5AS on 21 May 2024 at
12.00 Noon.
Even if shareholders intend to
attend the AGM, all shareholders are encouraged to cast their vote
by proxy and to appoint the "Chair of the Meeting" as their proxy.
Details of how to vote, either electronically, by proxy form or
through CREST, can be found in the Notes to the Notice of AGM in
the Annual Report.
17 April 2024
For further information
contact:
Secretary and registered
office:
Apex Listed Companies Services (UK)
Limited
6th Floor, 125 London Wall, London,
EC2Y 5AS