31 Oct 2018 16:14
Foresight Solar & Infrastructure VCT plc - Annual Financial Report
FORESIGHT SOLAR & INFRASTRUCTURE VCT PLC
Ordinary Shares Total Net Assets as at 30 June 2018: £40.8mOrdinary Shares Net Asset Value per share as at 30 June 2018: 93.0pOrdinary Shares Dividends paid during the year ended 30 June 2018: 6.0p
Total net assets £40.8 million.After payment of 6.0p in dividends, Net Asset Value per Ordinary Share at 30 June 2018 was 93.0p (2017: 95.9p).At 30 June 2018, the fund held positions in seven UK solar assets, with a total installed capacity of 48.9MW. During the year the portfolio generated 38.6Gwh of clean energy, sufficient to power approximately 12,450 UK homes for a year.Two UK solar assets, Littlewood and Laurel Hill, were acquired by existing portfolio companies in August and September 2017 respectively, increasing the portfolio’s capacity by 19.2MW.In November 2017, our original portfolio companies completed the sale of the four UK FiT solar assets. Our portfolio company, Shaftesbury Solar I UK Holdings Limited, also invested £0.4 million in a 400kW rooftop solar installation in Campania, Italy.In January 2018, the subsidiary of our portfolio company Skibo Solar III Limited completed the sale of the EOSOL solar asset in California.Two interim dividends of 3.0p per Ordinary Share were paid during the year, on 24 November 2017 and 27 April 2018.Two interim dividends of 2.5p per C Share were paid during the year, on 24 November 2017 and 27 April 2018.The Company completed a share class merger on 29 June 2018, where the C and D Shares funds were merged with the Ordinary Shares fund, uniting the shareholder base and pooling the assets of the fund.Chairman’s Statement
INTRODUCTION
I am pleased to present the Annual Report and audited accounts for Foresight Solar & Infrastructure VCT Plc and to provide you with an update on the progress made. During the year, the share class merger between the Ordinary, C and D Shares was completed, uniting the shareholder base and allowing for the fund to embark upon its next phase. At the operating level, the disposal by our original portfolio companies of their older Feed-in Tariff (“FiT”) solar assets was completed at a favourable price. As discussed in the Investment Manager’s Review, new projects were acquired by these companies with potential for further returns. These transactions will support the fund’s objective of delivering an attractive return for investors.
PERFORMANCE
ORDINARY SHARES
The underlying net asset value increased by 3.1p per Ordinary Share before deducting the 6.0p per Ordinary Share dividend paid during the year.
This has been driven by the profitable sale by our original portfolio companies of their FiT assets in November 2017, generating proceeds of over £11m, as well as additional proceeds of over £1.5m received during the year from the sale of the fund’s Italian solar assets initially sold in December 2016. These proceeds have been retained by the portfolio companies to finance new opportunities.Additionally, an extension to the useful economic lives of the existing sites combined with improvements in the efficiency and revenue generation of these same sites, with support from the fund’s Investment Manager, has driven an increase in valuation of the portfolio of £0.8m.
Existing portfolio companies also acquired two new UK solar plants during the year, the first being Littlewood in Mansfield, Nottinghamshire and the second being Laurel Hill near Donaghcloney, Northern Ireland. These two projects added a combined capacity of 19.2MW.
In aggregate, following the share class merger with the C Shares and the D Shares funds, the Company ended the year with investments in portfolio companies with total generating capacity of 49.3MW compared with 41.2MW at 30 June 2017.The overall performance of the Ordinary Shares fund remains robust and the total return since inception as at 30 June 2018 was 128.0p per Ordinary Share.
C SHARES
The C Shares had a total return of 104.2p per share at 29 June 2018 (after deducting the performance incentive fee) compared to 105.1p per share at 30 June 2017. No new assets were acquired in this period.
D SHARES
The D Shares had a total return of 92.2p per share at 29 June 2018 compared to 96.8p per share at 30 June 2017. During this period, Shaftesbury Solar I UK Holdings Limited, in which D Share money was invested, invested in a new rooftop solar project in Campania, Italy adding capacity of 400kW.
CASH & DEAL FLOW
The Company had cash and liquid resources of £4.9m at 30 June 2018 (excluding cash held in portfolio companies). The Company receives regular interest and loan stock payments and dividends from its underlying investments enabling it to continue to fund its dividend policy as well as meeting expenses in the ordinary course of business as they fall due.
INVESTMENT GAINS & LOSSES
During the year the Company recognised unrealised gains of £0.8m. Further information regarding the breakdown of this amount is contained in the Investment Manager’s Report.
DIVIDENDS
In its original prospectus the Board’s stated objective was to pay dividends of 5.0p per Ordinary Share each year throughout the life of Foresight Solar & Infrastructure VCT plc after the first year. The level of dividends was not, however, guaranteed.
During the year and prior to the share class merger, total dividends of 6.0p per Ordinary Share and 5.0p per C Share were paid. The Board is pleased to announce that the next interim dividend, of 3.0p per Ordinary Share, will be paid on 23 November 2018 based on an ex-dividend date of 8 November 2018 and a record date of 9 November 2018. This means that total dividends of 38.0p per Ordinary Share will have been paid during the eight years since launch.
SHARE CLASS MERGER
On 29 June 2018, the C and D Shares funds were merged with the Ordinary Shares fund, based on the proportionate value of their respective shareholdings of Ordinary Shares, C Shares and D Shares as at 31 March 2018, adjusted to take account of the 3.0p per Ordinary Share and the 2.5p per C Share dividends paid on 27 April 2018, and other fund level movements up to the date of the merger. The conversion ratios were 0.9057 for C shares and 0.9917 for D shares. On the basis of these conversion ratios, the Company’s issued share capital was 43,911,189 Ordinary Shares and 1,222,778 Deferred Shares. The Deferred Shares are not listed, and have no value attributable.
SHARE ISSUES & BUYBACKS
During the year under review, the Ordinary Shares fund repurchased 298,622 shares for cancellation at a cost of £290,000 and the C Shares fund repurchased 37,677 shares for cancellation at a cost of £32,000, at an average discount to NAV of 2.6%. No new shares were issued.
A table of intended communications to shareholders and likely tender offers is included on page 17.
PERFORMANCE INCENTIVE FEE
Before the share class merger was implemented on 29 June 2018, the performance incentive hurdle for the C shares was satisfied, with a total return of 105.3p per share, resulting in an accrual of £130,000 due to the Manager. This was paid post year end.
There were no performance incentive fees paid or accrued in respect of the Ordinary Shares or the D Shares.
Following the share class merger, the entire fund will apply the existing Ordinary Shares performance incentive fee arrangement.
ANNUAL GENERAL MEETING
The Company’s Annual General Meeting will take place on 6 December 2018 at 12.30pm. I look forward to welcoming you to the Meeting, which will be held at the offices of Foresight Group in London.
OUTLOOK
The strategic focus of the Board remains the optimisation of the portfolio’s performance and valuation through a number of initiatives. In this respect, the Investment Manager continues to examine opportunities such as refinancing assets at lower interest rates and fixing power price agreements (PPAs) when they are deemed attractive.
Operationally we have benefitted from good irradiance conditions in the first quarter of the current year.
David Hurst-Brown Chairman 31 October 2018
Investment Manager’s Review
PORTFOLIO SUMMARY
In November 2017, our portfolio companies successfully sold four of the portfolio’s solar assets, which qualified for the Feed-in Tariff (“FiT”) subsidy, generating proceeds of over £11m. This was a profitable exit and the proceeds have been retained by our portfolio companies to finance new opportunities.
The Littlewood solar plant (5MW) in Mansfield, Nottinghamshire, was purchased from its constructor Goldbeck in August 2017. Littlewood presented an attractive investment opportunity given the quality of Goldbeck projects and the fact that Foresight already had precedent contracts from which to transact. The site connected to the grid in March 2017.
In September 2017, Laurel Hill, a 14.2MW construction stage solar plant located near Donaghcloney, Northern Ireland was acquired. The plant successfully connected to the grid at the end of February 2018, qualifying for 1.4 ROCs under the regime’s grace period. The project was acquired from solar developer BNRG, which Foresight has worked with previously.
In January 2018, the subsidiary of our portfolio company Skibo Solar III Limited completed the sale of its interest in the 3.6MW EOSOL asset in California. The decision was taken to capitalise on the relative strength of the US dollar in comparison to sterling subsequent to the Brexit referendum of 2016, as well as the high demand for operational solar assets in the US.
In November 2017, Shaftesbury Solar I UK Holdings Limited, a portfolio company in which D Share money was invested, made an investment of £0.4m, to finance the construction of a 400kW rooftop solar installation in Campania, Italy. The solar panels are being installed on the roof of a building owned by Telecomponenti, which manufactures plastic products for the telecom and energy industry. This is the first unsubsidised solar site to be acquired by a portfolio company, with the majority of the electricity generated being sold to Telecomponenti at a fixed price under a long-term contract. Construction of the project completed in May 2018, and performance is in line with expectations. It is intended to fund a second stage, adding a further 500kW of capacity.
Previously, the discounted cash flow (“DCF”) methodology used to value the assets assumed a 25-year asset life, with no residual value at the end of this period. This assumption was based on the market standard lease terms for the properties on which portfolio company solar assets are located and planning consent periods initially granted by local planning offices.
Some of the portfolio companies have secured lease and planning rights to extend the useful economic life of their solar assets across the majority of the portfolio by up to an extra ten years beyond this 25-year period. Cash flows from the extended periods are now included in the DCF models.
PORTFOLIO PERFORMANCE
For the period 1 July 2017 to 30 June 2018 total electricity production was 0.3% below expectations, in line with irradiation levels that were also 0.3% below expectations. There will be annual movements in performance caused by irradiation or the efficiency of the plan but this does not require adjustment to the long term forecasts for the plants. Further details on performance is included on pages 10 to 13.
FOLLOWING PERIOD END
Existing portfolio companies acquired four solar projects post period end: Basin Bridge, Stables, Dove View and Beech Farm. These projects were acquired from other funds managed by Foresight. Other existing portfolio companies completed their debt refinancing of the Laurel Hill site in August 2018, provided by Royal Bank of Scotland. The refinancing proceeds have been used to repay the majority of the borrowings originally taken to finance their acquisition of Littlewood and Laurel Hill.
REGULATORY AND MARKET CHANGES
During the second half of 2017, there was increased discussion about the future funding of the lowest cost renewables, onshore wind and solar. Government announcements coinciding with the results of the Contracts for Difference (“CfD”) auction in September 2017 confirmed the expectation that solar and onshore wind will continue to be excluded from Pot 1 (established technologies) during the third auction round expected in Spring 2019 and are highly unlikely to feature in future auction rounds. However, as capex costs for battery storage continue to reduce, there is the possibility of co-locating battery facilities with solar projects, which could drive further market growth.
In October 2017, the release of the Clean Growth Strategy (the Government’s plan to grow the UK’s national income while cutting greenhouse gas emissions) also excluded any mention of future support for onshore wind and ground mounted solar. Although the lack of regulatory support for new large scale solar projects has halted the flow of primary solar assets to market, secondary market activity has increased considerably as investors have turned to the acquisition of existing operational assets currently being held by short term investors.
Despite the aforementioned developments, there has been growing support to reconsider the use of subsidies, including proposals for technology neutral auctions from diverse groups including backbench Conservative MPs, the Committee for Climate Change, Energy UK, Dieter Helm’s cost of energy review and a variety of NGOs and energy trade associations. Meanwhile, a report from the Committee on Climate Change in June 2017 highlighted that the UK is significantly behind its 2030 targets to reduce carbon emissions and could fail to meet the legally binding commitments set out in the UK’s Fifth Carbon Budget. The UK government has recently agreed to increase the 2030 renewable energy target from 27% to 32%, creating a clear opportunity for additional growth of the UK solar market in the medium to long-term.
In December 2017, Ofgem published a consultation which is broadly supportive of the co-location of battery storage facilities with ROC accredited renewable energy installations, lifting concerns that this could invalidate existing ROC accreditations. The Investment Manager will continue to monitor the progress of these market developments and its potential to accelerate the transition to a decentralised energy system.
In July 2018, Ofgem issued a consultation which proposes a Significant Code Review (“SCR”) to address inefficiencies in network access and forward-looking network charging arrangements. If launched, this would run in parallel with the current SCR in progress and the Targeted Charging Review (“TCR”) launched in August 2017, which encompasses a review of residual network charging arrangements. The impact of these review processes on charging arrangements for embedded generation has the potential to materially affect the embedded benefits received by the portfolio.
There remains political uncertainty following the UK’s vote to withdraw from the European Union. Although formal Brexit negotiations started on 19 June 2017, it remains unclear to what extent the UK power market will continue to be integrated with the wider EU power market and therefore what the impact on wholesale power prices will be. The Manager will continue to carefully monitor any potential political effects from Brexit, however current indications suggest that the UK Government remains committed to a carbon reduction agenda.
POWER PRICES
Following a winter of relatively high power prices, the spot price rose to £51 per MWh as at 30 June 2018 (£46 per MWh in June 2017).
The average power price achieved across the portfolio during the reporting period was £46.77 per MWh.
During the period 1 July 2017 to 30 June 2018 there was a downward movement of 7.3% in the medium to long term power price forecast. The Investment Manager uses forward looking power price assumptions to assess the likely future income of the portfolio investments for valuation purposes. The Company’s assumptions are formed from a blended average of the forecasts provided by third party consultants and are updated on a quarterly basis. The Investment Manager’s forecasts continue to assume an increase in power prices in real terms over the medium to long-term of 1.08% per annum (30 June 2017: 1.7%), driven by higher gas and carbon prices.
During the period, 75% of the Company’s revenue from portfolio investments came from the FiT subsidy or sale of ROCs and other green benefits to an offtaker. These revenues are directly and explicitly linked to inflation for 20 years from the accreditation date under the ROC regime and subject to Retail Price Index (“RPI”) inflationary increases applied by Ofgem in April of each year.
The majority of the remaining 25% of revenues derive from electricity sales by our portfolio companies which are subject to wholesale electricity price movements. Electricity prices in the UK are a component of the RPI index basket of goods and services and as a result present a degree of correlation with the long term RPI. This direct indexation of revenues derived from ROC benefits and the degree of inflation linkage of the wholesale electricity price provides correlation with long term inflation for a significant percentage of cash flows.
Power Purchase Agreements (“PPAs”) are entered into between each portfolio company and offtakers in the UK electricity supply market. Under the PPAs, each portfolio company will sell the entirety of the generated electricity and ROCs to the designated offtaker.
The PPA strategy adopted by our portfolio companies seeks to optimise their revenues from the power generated, while keeping the flexibility to manage their solar assets appropriately. As at 30 June 2018, our portfolio companies put in place fixed power price arrangements in respect of their solar businesses operating on the Turweston site and floating rate PPAs, which track market power prices, in respect of their other solar businesses operating on other sites.
The boards of our portfolio companies, with assistance from Foresight, constantly assesses conditions in the electricity market and set their pricing strategy on the basis of likely future movements. Following the year end further fixed price arrangements have been entered into by our portfolio companies, offering a premium over the long-term power price forecasts. Four assets, including Turweston, representing c.31MW of installed capacity now have fixed price arrangements until December 2019.
Our portfolio companies retain the option to fix the PPAs of their portfolio assets at any time. As part of the ongoing efforts by our portfolio companies to maximise the commercial performance of their businesses, they have undertaken a PPA tendering process across all their assets, which has seen a significant reduction in fees charged to them by the offtakers.
SUSTAINABLE INVESTING
Sustainability lies at the heart of the Manager’s approach, and the Manager believes that investing responsibly, seeking to make a positive social and environmental impact, is critical to its long term success. These factors have been integrated into the investment process, and are actively supported by all involved, regardless of seniority. With that in mind, the Manager has adopted a Responsible Investment Framework to provide a suitable operational framework in matters related to the investment process, such that sustainability and sustainable investing has become part of the day-to-day operations. Further to the environmental advantages of large scale renewable energy, each investment is closely scrutinised for localised environmental impact. Where improvements can be made, the Manager will work with planning and local authorities to minimise visual and auditory impact of sites.
LAND MANAGEMENT
The Investment Manager is a working partner of the Solar Trade Association’s Large Scale Asset Management Working Group. Foresight is a signatory to the Solar Farm Land Management Charter and seeks to ensure that the solar farms operated by all of our portfolio companies are managed in a manner that maximises the agricultural, landscaping, biodiversity and wildlife potential, which can also contribute to lowering maintenance costs and enhancing security. As such, the Investment Manager regularly inspects sites and advises portfolio companies to develop site specific land management and biodiversity enhancement plans to secure long term gains for wildlife and ensure that the land and environment are maintained to a high standard. This includes:
Management of grassland areas within the security fencing to promote wildflower meadows and sustainable sheep grazing; Planting and management of hedgerows and associated hedge banks; Management of field boundaries between security fencing and hedgerows; Sustainable land drainage and pond restoration; Installation of insect hotels and reptile hibernacula; Installation of boxes for bats, owls and kestrels; and Installation of beehives by local beekeepers.Most solar parks are designed to enable sheep grazing and the remaining plants are investigated for alterations to ensure that the farmland on which the solar assets are located can remain useful in agricultural production, which is a frequent desire of local communities.
SOCIAL AND COMMUNITY ENGAGEMENT
The Investment Manager actively seeks to engage with the local communities around the solar assets operated by our portfolio companies and regularly attends parish meetings to encourage community engagement and promote the benefits of their solar assets.
HEALTH AND SAFETY
There were no reportable health and safety incidents during the period. Safety, Health, Environment and Quality (‘SHEQ”) performance and risk management are a top priority at all levels for Foresight Group. To further improve the management of SHEQ risks, reinforce best practice and ensure non-compliance with regulations is avoided, the fund’s Investment Manager has appointed an independent health and safety consultant who regularly visits the portfolio assets operated by our portfolio companies to ensure they not only meet, but exceed, industry and legal standards. The consultant has confirmed that all sites are in compliance with all applicable regulations. Recommendations that have been implemented to help raise standards further include improvements to the safety signage on the fence of two plants.
OUTLOOK
During the financial year ended 30 June 2018, as well as acquiring three new projects, we encouraged our portfolio companies to focus on the continued optimisation of the existing businesses, both from an operational perspective and in respect of their ability to support a sustainable level of debt to enhance returns to the fund. We encourage our portfolio companies to continue this, as well as to explore new acquisition opportunities which we believe will be accretive to the value of their businesses, and to the benefit of the fund’s investment in them in the long term.
Dan Wells Partner 31 October 2018
Income Statementfor the year ended 30 June 2018
| Year ended 30 June 2018 | Year ended 30 June 2017 | |||||
| Revenue£’000 | Capital£’000 | Total£’000 | Revenue£’000 | Capital£’000 | Total£’000 | |
| Investment holding gains | — | 835 | 835 | — | 7,938 | 7,938 |
| Realised losses on investments | — | — | — | — | (3,318) | (3,318) |
| Income | 1,543 | — | 1,543 | 871 | — | 871 |
| Investment management fees | (173) | (649) | (822) | (205) | (1,668) | (1,873) |
| Loan interest payable | (371) | — | (371) | (30) | — | (30) |
| Other expenses | (647) | — | (647) | (537) | — | (537) |
| Profit before taxation | 352 | 186 | 538 | 99 | 2,952 | 3,051 |
| Taxation | — | — | — | (33) | 33 | — |
| Profit after taxation | 352 | 186 | 538 | 66 | 2,985 | 3,051 |
| Profit per share: | ||||||
| Ordinary Share | 0.8p | 0.4p | 1.2p | 0.3p | 3.2p | 3.5p |
The total column of this statement is the profit and loss account of the Company and the revenue and capital columns represent supplementary information.
All revenue and capital items in the above Income Statement are derived from continuing operations. No operations were acquired or discontinued in the year.
The Company has no recognised gains or losses other than those shown above, therefore no separate statement of total recognised gains and losses has been presented.
Reconciliation of Movements in Shareholders’ Funds
| Year ended 30 June 2018 | Called-upsharecapital£’000 | Sharepremiumaccount£’000 | Capitalredemptionreserve£’000 | Profitand lossaccount£’000 | Total£’000 |
| As at 1 July 2017 | 454 | 7,061 | 112 | 35,292 | 42,919 |
| Expenses in relation to prior year share issues | — | (23) | — | (41) | (64) |
| Repurchase of shares | (3) | — | 3 | (322) | (322) |
| Share class merger | (12) | 12 | — | — | — |
| Dividends | — | — | — | (2,253) | (2,253) |
| Profit for the year | — | — | — | 538 | 538 |
| As at 30 June 2018 | 439 | 7,050 | 115 | 33,214* | 40,818 |
| Year ended 30 June 2017 | Called-upsharecapital£’000 | Sharepremiumaccount£’000 | Capitalredemptionreserve£’000 | Profitand lossaccount£’000 | Total£’000 |
| As at 1 July 2016 | 528 | 3,549 | 2 | 46,527 | 50,606 |
| Share issue in the year | 36 | 3,673 | — | — | 3,709 |
| Expenses in relation to share issues | — | (161) | — | (194) | (355) |
| Repurchase of shares | (110) | — | 110 | (10,986) | (10,986) |
| Expenses in relation to tender offer | — | — | — | (184) | (184) |
| Dividends | — | — | — | (2,922) | (2,922) |
| Profit for the year | — | — | — | (3,051) | (3,051) |
| As at 30 June 2017 | 454 | 7,061 | 112 | 35,292* | 42,919 |
*Of this amount £11,306,000 (2017: £14,219,000) is distributable.
Balance Sheetat 30 June 2018
Registered Number: 07289280
| As at30 June2018£’000 | As at30 June2017£’000 | |
| Fixed assets | ||
| Investments held at fair value through profit or loss | 53,352 | 53,752 |
| Current assets | ||
| Debtors | 465 | 432 |
| Money market securities and other deposits | 9 | 9 |
| Cash | 4,844 | 5,694 |
| 5,318 | 6,135 | |
| Creditors | ||
| Amounts falling due within one year | (2,852) | (1,968) |
| Net current assets | 2,466 | 4,167 |
| Creditors | ||
| Amounts falling due greater than one year | (15,000) | (15,000) |
| Net assets | 40,818 | 42,919 |
| Capital and reserves | ||
| Called-up share capital | 439 | 454 |
| Share premium | 7,050 | 7,061 |
| Capital redemption reserve | 115 | 112 |
| Profit and loss account | 33,214 | 35,292 |
| Equity shareholders’ funds | 40,818 | 42,919 |
| Net asset value per share | ||
| Ordinary Share | 93.0p | 95.9p |
Cash Flow Statementfor the year ended 30 June 2018
| Yearended30 June2018£’000 | Yearended30 June2017£’000 | |
| Cash flow from operating activities | ||
| Deposit and similar interest received | 8 | 1 |
| Investment management fees paid | (791) | (723) |
| Performance incentive fee paid | — | (3,323) |
| Secretarial fees paid | (269) | (150) |
| Other cash receipts/(payments) | 107 | (341) |
| Net cash outflow from operating activities | (945) | (4,536) |
| Cash flow from investing activities | ||
| Purchase of investments | (97) | (32) |
| Net proceeds on sale of investments | 1,332 | 2,649 |
| Investment income received | 1,515 | 1,047 |
| Net cash inflow from investing activities | 2,750 | 3,664 |
| Cash flow from financing activities | ||
| Proceeds of fund raising | — | 4,058 |
| Proceeds from borrowings on long term debt | — | 15,000 |
| Expenses of fund raising | (80) | (298) |
| Expenses in relation to tender offer | — | (156) |
| Repurchase of own shares | (322) | (10,986) |
| Equity dividends paid | (2,253) | (2,923) |
| Net cash (outflow)/inflow from financing activities | (2,655) | 4,695 |
| Net (outflow)/inflow of cash in the year | (850) | 3,823 |
| Reconciliation of net cash flow to movement in net funds | ||
| (Decrease)/increase in cash for the year | (850) | 3,823 |
| Net cash and cash equivalents at start of year | 5,703 | 1,230 |
| Net cash and cash equivalents at end of year | 4,853 | 5,703 |
| Analysis of changes in net cash | |||
| At 1 July 2017£’000 | Cash flow£’000 | At 30 June 2018£’000 | |
| Cash and cash equivalents* | 5,703 | (850) | 4,853 |
*Including money market securities and other deposits
Notes to the accounts
1. The audited Annual Financial Report has been prepared on the basis of accounting policies set out in the statutory accounts of the Company for the year ended 30 June 2018. All investments held by the Company are classified as ‘fair value through the profit and loss’. Unquoted investments have been valued in accordance with IPEVC guidelines, as updated in December 2015. Quoted investments are stated at bid prices in accordance with the IPEVC guidelines and Generally Accepted Accounting Practice.
2. These are not statutory accounts in accordance with S436 of the Companies Act 2006. The full audited accounts for the year ended 30 June 2018, which were unqualified and did not contain any statements under S498(2) or S498(3) of Companies Act 2006, will be lodged with the Registrar of Companies. Statutory accounts for the year ended 30 June 2017 including an unqualified audit report and containing no statements under the Companies Act 2006 will be delivered to the Registrar of Companies in due course.
3. Copies of the Annual Report will be sent to shareholders and will be available for inspection at the Registered Office of the Company at The Shard, 32 London Bridge Street, London, SE1 9SG and can be accessed on the following website: www.foresightgroup.eu
4. Net asset value per share
Net asset value per Ordinary Share is based on net assets at the year end of £40,818,000 (2017: £26,197,000) and on 43,911,189 Ordinary Shares (2017: 27,324,838), being the number of Ordinary Shares in issue at that date.
5. Return per share
| Year ended 30 June 2018 | Year ended 30 June 2017 | |||||
| OrdinaryShares£'000 | OrdinaryShares£'000 | C Shares£'000 | D Shares £’000 | |||
| Total profit/(loss) after taxation | 538 | 1,305 | 1,862 | (116) | ||
| Total profit/(loss) per share (note a) | 1.2p | 3.5p | 14.9p | (3.1)p | ||
| Revenue profit/(loss) from ordinary activities after taxation | 352 | 128 | 3 | (65) | ||
| Revenue profit/(loss) per share (note b) | 0.8p | 0.3p | 0.0p | (1.7)p | ||
| Capital profit/(loss) from ordinary activities after taxation | 186 | 1,177 | 1,859 | (51) | ||
| Capital profit/(loss) per share (note c) | 0.4p | 3.2p | 14.9p | (1.4)p | ||
| Weighted average number of shares in issue during the year (note d) | 45,273,865 | 37,041,226 | 12,509,247 | 3,761,042 | ||
Notes:a) Total profit/(loss) per share is total profit/(loss) after taxation divided by the weighted average number of shares in issue during the year.b) Revenue profit/(loss) per share is revenue profit/(loss) after taxation divided by the weighted average number of shares in issue during the year.c) Capital profit/(loss) per share is capital profit/(loss) after taxation divided by the weighted average number of shares in issue during the year.d) The weighted average number of shares has been adjusted to take account of the O, C and D share class merger on 29 June 2018.
6. The Annual General Meeting will be held at 12.30pm on 6 December 2018 at the offices of Foresight Group LLP, The Shard, 32 London Bridge Street, London, SE1 9SG.
7. Income
| Year ended30 June2018£’000 | Year ended30 June2017£’000 | |
| Loan stock interest | 572 | 786 |
| Dividends receivable | 963 | 84 |
| Bank interest | 8 | 1 |
| 1,543 | 871 |
8. Investments held at fair value through profit or loss
| Company | Ordinary Shares Fund £’000 | C Shares Fund £’000 | D Shares Fund £’000 | Company £’000 |
| Book cost at 1 July 2017 | 22,743 | 8,316 | 1,620 | 32,679 |
| Investment holding gains | 17,762 | 3,311 | — | 21,073 |
| Valuation at 1 July 2017 | 40,505 | 11,627 | 1,620 | 53,752 |
| Movements in the period: | ||||
| Purchases at cost* | 97 | — | — | 97 |
| Disposal proceeds | (369) | (963) | — | (1,332) |
| Investment holding gains/(losses) | 1,516 | (609) | (72) | 835 |
| Transfer to Ordinary Shares fund — book cost | 8,973 | (7,353) | (1,620) | — |
| Transfer to Ordinary Shares fund — investment holding gains/(losses) | 2,630 | (2,702) | 72 | — |
| Valuation at 30 June 2018 | 53,352 | — | — | 53,352 |
| Book cost at 30 June 2018 | 31,444 | — | — | 31,444 |
| Investment holding gains | 21,908 | — | — | 21,908 |
| Valuation at 30 June 2018 | 53,352 | — | — | 53,352 |
*Purchases at cost represents costs incurred in relation to the underlying FiT assets and refinancing of Turweston asset held by portfolio companies.
9. Transactions with the manager
Details of arrangements with Foresight Group LLP, Foresight Fund Managers Limited and Foresight Group CI Limited are given in the Directors’ Report and Notes 3 and 13. All arrangements and transactions were on an arms length basis.
Foresight Group, which acts as investment manager to the Company, earned fees of £692,000 in the year (2017: £820,000). At the year end date, amounts due from Foresight Group in respect of management fees were £2,000 (2017: £104,000 payable to Foresight Group). It also earned performance incentive fees of £130,000 (2017: £1,053,000), all of which was payable at the year end (2017: £nil).
Foresight Fund Managers Limited, Company Secretary until November 2017, earned fees of £100,000 (2017: £211,000) during the year, of which £nil (2017: £61,000) remained payable at the year end date. Foresight Group LLP was appointed Company Secretary in November 2017 and received fees of £102,000 (2017: £nil) during the year, of which £2,000 (2017: £nil) remained payable at the year end date.
Foresight Group recharged fund expenses incurred on behalf of the Company of which £158,000 (2017: £53,000) remained payable at the year end date.
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