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Preliminary Results Announcement

18 Mar 2022 07:00

RNS Number : 2582F
ContourGlobal PLC
18 March 2022
 

ContourGlobal plc

 

Preliminary Results Announcement

 

Record adjusted EBITDA, up 17% to $842 million and 10% annual dividend increase with quarterly dividend of USD 4.465 cents / 3.3923 pence per share

 

Record financial performance with revenue up 53% to $2,152 million

Adjusted EBITDA[1] up 17%, 15% on constant currency basis to $842 million

Funds from Operations[2] up 16% to $440 million

Record CFADS[3] of $367m up 34% year-on-year

Income from Operations up 20% to $370 million

Dividend up 10%, in line with our progressive dividend growth policy and representing a dividend coverage[4] of 2.8x 

 

ContourGlobal plc ("ContourGlobal" or the "Company"), an international owner and operator of contracted power generation plants, today announces its full year results for the twelve months ended 31 December 2021.

 

Joseph C. Brandt, President and Chief Executive Officer of ContourGlobal, said:

 

"Throughout 2021, and with one important exception, our performance across the business was strong. I am particularly pleased with our robust financial performance in the second half of the year. In FY 2021, we achieved a record adjusted EBITDA of $842 million while maintaining our 10% year-on-year dividend growth policy and a solid cash conversion ratio[5] of 52%. We also delivered record CFADS of $367 million, up 34% over the previous year.

 

Our primary operational focus remains, as always, on the safety and well being of our people. We have had two unacceptable safety failures in Q3 2021, one fatality at our wind farm in Brazil and another Lost Time Incident at our CSP plant in Majadas, Spain. We remain committed to our Target Zero policy and will do better in 2022.

 

We closed the acquisition of Western Energy Group in the first quarter of 2021 and the financial results of these plants in the United States and Trinidad have been better than planned. We also made excellent progress on the repowering of our portfolio of wind farms in Austria and executed a further bolt on solar acquisition in Italy. In early January 2022, we signed the sale of our Brazil hydro business at an attractive valuation, the first step in the divestiture of our Brazil renewables portfolio.

 

We are confident about our growth prospects and ability to create value through a combination of operationally led value accretive M&A and greenfield development in both the thermal and renewable space. As with the sale of our Brazilian renewables business, we will continue to take major steps to unlock and return value for shareholders as evidenced by the more than 50 pence per share returned to shareholders in the past four years.

 

The European power markets are experiencing unprecedented stress owing to Russia's invasion of Ukraine. Our European portfolio is highly diversified and this diversification is a source of robust resilience. We see significant opportunity in this market and believe the diversity of our global business is a source of risk mitigation underpinning our financial commitments including our dividend increases. Looking forward to 2022 and beyond, we remain confident and committed to creating value and delivering attractive risk adjusted returns for our shareholders." 

 

 KEY HIGHLIGHTS

 

Dividend

 

Fourth quarter dividend of 4.465 cents per share, equivalent to 3.3923 pence per share[6], to be paid on 14 April 2022, reflecting a 10% year-on-year growing dividend supported by our strong and visible cash flows.

$470 million[7] returned to shareholders since the IPO

Cash dividend cover remains strong at 2.8x

Robust financial performance

 

Revenue up 53% to $2,152m ($1,411m in FY 2020) mainly driven by the Western Generation acquisition (+$207m), as well as higher CO2 pass through revenue from Maritsa (+$276m), higher pricing and dispatch in Arrubal (+$129m) and positive foreign exchange movement (+$39m)

Record adjusted EBITDA of $842m up 17% ($722m in FY 2020), mainly driven by the Western Generation acquisition (+$85m) and strong performance in Arrubal (+$20m)

Income from Operations up 20% to $370m ($308m in FY 2020)

Funds from Operations ("FFO") of $440m, a 16% increase from $380m in FY 2020, and a broadly stable cash conversion of 52.3% (52.6% in FY 2020)

Cash flow from operations of $826m, a 15% increase from $720m in the FY 2020

Record CFADS of $367m up 34% year-on-year

 

Net debt

 

$3.8 billion net debt[8] as at 31 December 2021 ($3.5 billion as at 31 December 2020)

Net consolidated leverage ratio of 4.6x[9] at 31 December 2021 versus 4.8x reported at 31 December 2020 (5.2x[10]Proforma for the Western Generation acquisition at 31 December 2020)

Net parent company leverage[11] of 3.4x in 2021 (3.0x in 2020)

 

 

 

In US$ millions

FY2021

FY2020

% YOYchange

Revenue

2,152

1,411

53%

Adjusted Revenue*[12]

1,725

1,253

38%

Income from Operations

370

308

20%

Adjusted EBITDA*

842

722

17%

Thermal Adj. EBITDA

541

421

29%

Renewable Adj. EBITDA

335

332

1%

Corporate and other costs

(34)

(31)

10%

Proportionate Adjusted EBITDA*[13]

692

569

22%

Cash flow from Operations

826

720

15%

Funds from Operations (FFO)*

440

380

16%

Net Profit

80

29

176%**

Adjusted Net Profit*[14]

56

67

-18%

Net Profit attributable to CG shareholders

78

16

388%*

Adjusted Net Profit attributable to CG shareholders*

55

55

-

*Non-IFRS metrics

  

Operational performance

 

Solid operational performance across the fleet of 138 power plants

Poor Health and Safety performance due to a fatality in Brazil, our second fatality in 15 years, and an additional LTI in Spain. The LTI rate in 2021 was 0.073.

An in-depth investigation was carried out on the fatality incident to ensure all root causes are identified and addressed. We have recommitted to our "Target Zero" program, the Company wide expectation that we will incur zero incidents in all businesses.

Key operational achievements in a challenging environment were the completion of the electro-mechanical refurbishment project of the hydro cascade in Armenia as well as the successful integration of the Western Generation Acquisition including zero forced outages in 2021 at Borger and a record EAF at our Hobbs power plant.

94.4% combined Equivalent Availability Factor ("EAF") across the fleet in 2021 (2020: 95.0%).

Performance across the Thermal fleet consistently meaningfully above the weighted average PPA minimum availability requirement which determines contracted capacity payments.

Hydro performance improved over 2020 following the finalization of the planned refurbishment in Armenia. Stable performance of Solar fleets. Wind slightly weaker performance mostly driven by Brazil.

Total fleet Availability Factor remained strong with individual segments shown below.

 

 

Equivalent Availability Factors ('EAF') (%)

FY 2021

FY 2020

Thermal

93.9%

94.4%

Renewables

95.9%

96.0%

Hydro

98.4%

96.3%

Wind

94.0%

95.8%

Solar PV

99.5%

99.7%

Solar CSP

94.8%

94.3%

 

 

 

FY 2021

FY 2020

Change

GWh Produced

Thermal

16,525

11,211

+47%

 

Renewable

5,011

4,762

+5%

MW in Operation

Thermal

4,494

2,992

+50%

 

Renewable

1,816

1,812

-

 

 

Capacity Factors

 

FY 2021

FY 2020

Wind

Brazil Wind

39%

37%

 

Austria Wind

23%

24%

 

Peru Wind

45%

50%

Solar

Solar PV

14%

15%

 

Solar CSP

19%

19%

Hydro

Vorotan

26%

15%

 

Brazil hydro

47%

53%

 

Russian invasion of Ukraine and European power market implications

 

ContourGlobal does not own or operate any power plants in Russia, Belarus or Ukraine. Supply chain exposures related to associated sanctions and trade disruption are primarily centered on Maritsa. Unprecedented volatility in the commodities markets, particularly for nickel, copper, lithium and natural gas, will have cost impacts throughout our supply chain and will increase the cost of new projects. Numerous policy proposals have been floated in recent weeks by European Governments and the European Commission to mitigate the impact of unprecedented natural gas and electricity prices on consumers and businesses. Such polices may alter the markets into which electricity from our plants is sold impacting the profitability of uncontracted power plant such as Arrubal. At the same time, the introduction of regulated pricing contained in recent proposals would positively impact our European thermal fleet. 

 

Current trading and outlook

· Positive outlook for future growth, value realization and return of capital to shareholders

· The current financial year has started positively and overall trading across the Group is ahead of the Board's expectations.

· The Company's trading continues to underpin the Board's confidence in the continued growth in dividends to shareholders. 

 

Additional Information

 

In US$ millions

FY2021

FY2020

Adjusted EBITDA*

842

722

Change in working capital

46

53

Income tax paid

(37)

(38)

Share of Adj EBITDA in associates

(27)

(20)

Contribution received from associates

1

8

Acquisition related items

(15)

 

Restructuring costs

-

(5)

Cash Flow From Operations

810

720

Acquisition related items

15

-

Change in working capital

(46)

(53)

Interest paid

(193)

(176)

Maintenance capex

(63)

(50)

Other distribution received from associates

8

13

Cash distribution to minorities

(91)

(74)

Funds from Operations (FFO)*

440

380

Cash Conversion (Funds from Operations / Adj. Ebitda)

52%

53%

*Non-IFRS metrics

 

 

Adj. EBITDA to IFRS Net Profit bridge (US$ million)

Dec-21

Dec-20

Proportionate Adjusted EBITDA*

692

569

Minority interests

150

153

Adjusted EBITDA*

842

722

Share of adjusted EBITDA in associates

(27)

(20)

Share of profit in associates

16

12

Acquisition related items

(14)

(20)

Restructuring costs

-

(5)

Private incentive plan

-

(7)

Mexican CHP fixed margin swap

5

(16)

Brazil Hydro concession extension

5

-

Change in finance lease and financial concession assets

(38)

(32)

Other

2

(3)

Depreciation & Amortization

(399)

(312)

Finance costs net

(249)

(248)

Income tax

(63)

(44)

Net Income**

80

29

Mexican CHP fixed margin swap

(13)

(28)

FX unrealized

(25)

27

Acquisition related items

14

20

Refinancing costs

13

9

Brazil Hydro concession extension

(13)

-

Restructuring costs

-

5

Private incentive plan

-

7

Adj. Net Income**

56

67

**Including Minorities (non-controlling interests)

1

13

*Non-IFRS metrics

 

 

 

Presentation and conference call

 

The Company will host a conference call for analysts and investors at 08.00 GMT, 18 March 2022

 

The meeting can be accessed via a live webcast and dial-in. Details provided below. A copy of the presentation will also be made available online ahead of the meeting on our website at https://www.contourglobal.com/reports 

 

Webcast link

 

 https://broadcaster-audience.mediaplatform.com/#/event/622f21b3c7edd303049b32cc

 

 

Conference details

 

Standard International Access

+44 (0) 33 0551 0200

US +1 212 999 6659

Switzerland

+41 (0) 43 456 9986

Singapore Local

+65 6494 8889

 

Password: ContourGlobal

 

Enquiries

 

Jose Cano

SVP Investor Relations

Email:

Jose.Cano@contourglobal.com

Phone:

+44 (0) 203 626 9062

 

Media - Brunswick

Charles Pretzlik / Will Medvei

Tel: +44 (0) 207 404 5959

Contourglobal@brunswickgroup.com

 

Cautionary note regarding forward-looking statements

These results include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including (but not limited to) the terms "believes", "estimates", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout these results and the information incorporated by reference into these results and include statements regarding the intentions, beliefs or current expectations of the directors or the Company concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy of the Company and the industry in which it operates.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Company's ability to control or predict. Forward-looking statements are not guarantees of future performance. The Company's actual results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy and the development of the industry in which it operates may differ materially from the impression created by the forward-looking statements contained in these results and/or the information incorporated by reference into these results. In addition, even if the results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy of the Company and the development of the industry in which it operates are consistent with the forward-looking statements contained in these results and/or the information incorporated by reference into these results

 

Chairman's statement

Finding new opportunities

"We HAVE EXTENSIVE EXPERIENCE in carbon capture, which we began using in 2010, and are investing increasingly in this technology around the world."

Craig A. Huff,

Chairman

The energy transition is upon us. The world faces the dilemma of how to reduce carbon emissions while providing sufficient energy to keep everyone's lights on at an affordable price.

Although Contour's financial performance in 2021 was very strong, overall it was a disappointing year given the fatality of a sub-contractor on our premises in Brazil. Our Health & Safety record is in the top decile of our peer group, but this is an unacceptable event.

Our cash flow generation was particularly strong in 2021 as management did a superb job of managing the business through Covid-19 and optimizing our assets in a very volatile power market. Management is very focused on risk mitigation with respect to our current portfolio and has successfully integrated our most recent acquisitions. In addition, the continued uncertainty in Europe given the Russian invasion of Ukraine and the overall strain on the power markets should provide Contour with some interesting opportunities over the next several quarters. For example, as countries in Europe rethink the phasing out of thermal power plants, the opportunity for economic carbon capture projects becomes much more likely.

We remain frustrated with our share price and are actively trying to close the gap between our share price and the intrinsic value of ContourGlobal. The previously announced Brazil asset sales are a good first step.

Cutting carbon emissions

We have been cutting our carbon intensity for several years and are committed to further reducing it by 40% by 2030 against a 2019 base. We have committed not to develop or acquire coal power plants in the future.

We have extensive experience in carbon capture, which we began using in 2010, and are investing increasingly in this technology around the world. Our thermal businesses are largely based on natural gas, and 43% of our net generation capacity comes from renewables or high efficiency co-generation. We use batteries, as well as gas, to help balance the intermittency of solar and wind generation and continue to invest in storage technologies.

We welcome the reporting framework established by the Task Force on Climate-related Financial Disclosures (TCFD). It continues to enhance our reporting as we make further progress evaluating and managing climate-related risks and opportunities.

Financial success

2021 was a very strong financial year for ContourGlobal with record cash flow generation. In addition to our strong contracted cash flows across our portfolio, we benefited from high power prices in Europe through the small piece of our portfolio with merchant exposure, primarily from our natural gas-fired power plant in Arrubal, Spain.

Operations

We suffered several major outages in 2021, but our systems proved effective to remedy them, and I thank the management for their hard work minimizing business interruption. Similarly, efficient handling of the implications of the Covid-19 pandemic in 2021 kept the business running smoothly while ensuring the welfare of our people. Management also effectively executed several major construction projects, notably in Mexico, Austria and Armenia.

Health & Safety

In Health & Safety, however, 2021 was a poor year. We bitterly regret experiencing one fatality and one Lost Time Injury, resulting in two Lost Time Incidents (LTI), failing to meet our Target Zero objectives. These events weigh heavily on us, and we have learned important lessons for the future about how to mitigate such risks inherent to our activities.

Social investment

We continue to execute on our responsibilities to behave as good corporate citizens wherever we do business, helping to strengthen civil society. After having channeled our social investment into healthcare following the pandemic outbreak in 2020, we reverted to investing in a broader mix of health, education and other social projects in 2021 for the benefit of the communities in which we operate. We have switched from one-year to three-year projects to ensure a more impactful and sustainable outcome for communities.

UNLOCKING VALUE ON BRAZIL ASSETS

In 2021, the Company announced that it had started the process of monetizing its renewables business in Brazil in order to unlock value for shareholders and close the gap between its share price and the intrinsic value of the Company's assets as valued by the private market.

 

On 19th January 2022 we agreed the sale of our hydro assets in Brazil to Pátria Investments at a valuation of 1.73bn BRL ($313m1). This sale is consistent with our drive to realize value from undervalued assets in our portfolio and deliver further attractive risk adjusted returns for our shareholders. This demonstrates the value differential between the public and private markets for our assets.

1Exchange rate 1 BRL = $0.181159; valuation including the assumption of net debt and other customary adjustments.

 

Dividends

We have continued to grow ordinary dividends per share at 10% annually thanks to the strength of our earnings and predictable cash flows. Dividend cover is strong and stable. The total dividend payable for the full year of 2021 is $117 million. The fourth quarter dividend of 4.465 cents per share, equivalent to $29.3 million, will be paid on 14th April 2022. The dividend receivable in pounds sterling will be based on the exchange rate on the applicable announcement date.

These past two years have been challenging for our world and for ContourGlobal. I am very proud of and grateful to the Contour team for the way they have conducted themselves throughout the challenges of Covid-19 and the more recent volatility in Europe. Their dedication and professionalism have been exemplary.

 

Craig A. Huff,

Chairman

 

CEO Review

"THE COMPANY NAVIGATED WELL THROUGH YEAR TWO OF THE PANDEMIC. "

Joseph C. Brandt,

CEO

2021 was not a particularly good year for ContourGlobal.

We failed to honor our commitment, to keep our people, contractors and visitors safe while on our sites. In August a contractor at one of our wind farms in Piaui Brazil died when he was electrocuted at our substation.

This was our second fatality in 15 years and our first in Brazil. It profoundly shook the company and casts a pall over all of the year's accomplishments. A detailed investigation revealed poor work practices by a long-standing maintenance provider and poor management by us of them. Learnings from this have been shared throughout the company but will not bring back this life. Elsewhere we experienced a Lost Time Incident in Spain, our third there in four years. We will improve in 2022.

The Company navigated well through year two of the pandemic despite facing challenges travelling to sites and reliably receiving equipment and other supply for maintenance works. We largely kept our sites COVID free and expanded testing globally, encouraging our work force to get vaccinated and boosted. Mandates in many of the countries where we operate created tension in the organization as many employees chose not to vaccinate, a situation that prompted us to debate whether to impose our own mandates. We chose not to do so, and instead decided to encourage vaccination, to offer free testing for employees and their families, all the while speaking regularly about the benefits of vaccination. By year-end, 71% of our workforce was fully vaccinated but with meaningful differences in uptake particularly in nearly all of the countries in Eastern Europe and several states in the US. Unfortunately, we continue to experience the impact of the disease primarily in those businesses where vaccine uptake has been low.

Our offices were mostly open throughout 2021 and although we created a hybrid-working option enabling office based employees to work up to two days per week from home, we continue to emphasize the benefits of in office work for achieving business objectives and developing people.

We performed well financially in 2021 and this in turn was a result of good power plant operations. Equivalent Availability Factors ("EAF") were generally on target across the entire thermal fleet and, among the large assets, particularly strong at Arrubal (Spain), Hobbs (New Mexico), the California peaking plants, Borger (Texas) and Maritsa (Bulgaria). As the above list indicates, performance of the newly acquired businesses in the United States and the Caribbean was good with only our Trinidadian business performing materially below plan as the result of an extended forced outage, albeit one which had a minor financial impact.

Total thermal division EAF was 93.9% and better than plan overall but the details show below plan performance for several key assets. EAF for our CCGT and coal plant clusters was better than last year. Our performance in the Engines and Solutions cluster was mixed with EAF in Brazil and Mexico Solutions lower than plan, reflecting equipment failures in Brazil and a longer outage than planned at CGA. We also experienced a major unplanned outage in Togo related to an engine failure, despite which the plant still was able to achieve its guaranteed availability for the year thereby minimizing financial impact.

Cost control was again excellent in 2021 and as planned which is a significant tribute to our operating organization given the supply chain cost pressures we experienced starting in Q1. Fleet wide capex was worse than plan by approximately 10% largely reflecting cost pressures related to unplanned outages in Mexico. Our 2022 budgeting and planning cycle has been focused on identifying the pinch points in our supply chains as well as sourcing new suppliers to replace ones vulnerable to economic sanctions and other trade restrictions (Maritsa), ESG concerns (solar panel replacement in Italy and Slovakia and new solar development in Bonaire) or significant shipping costs.

Operating performance in the renewable fleet was mixed-- excellent hydroelectric and solar (ex- CSP) EAF was offset by suboptimal performance in the wind fleets. The Equivalent Forced Outage Rate ("EFOR") was worse than planned reflecting an extended unplanned outage in Majadas and Palma II while within the wind fleet strong EAF at Peru & Austria was offset by continued weak performance in Brazil, mostly in our Chapada wind farms where a recovery plan was implemented and the assets have achieved budgeted levels in 1Q2022.

Renewable resource performance in 2021 was generally in line, with a 4% negative variance to plan consisting of slight negative performance in all clusters with the exception of Brazil which was 2% better than plan due to superb wind resources during the year. Underscoring the balance and risk mitigation inherent in the portfolio, this 4% variance in renewable output had less than a one percent impact on our consolidated EBITDA performance.

One outstanding accomplishment achieved in 2021 was our record performance distributing cash to the parent company - the entity that pays dividends, interest and provides capital for new investment - known in the covenants of our bonds as Cash Flow Available for Debt Service1 (CFADS). CFADS in 2021 was $367 million, approximately 34% higher than in 2020, reflecting not only strong operational performance but also our agile commercial and financial teams. In 2021 we took advantage of market opportunities to sell power and ancillary services from businesses like Arrubal and the Italian solar portfolio, and aggressively tapped the project finance market for financing and refinancing several of our existing businesses. These financings not only locked in attractively low long-term interest rates but enabled us to bring forward future dividends. The interest rates and terms of these refinancings were the best in our history but then window closed quickly and by year end rates had moved meaningfully higher.

Growth, Capital and Market Outlook

With the exception of the repowering of our Austrian windfarms, the acquisition of Western Generation and a bolt on solar acquisition in Italy, we did not expand the portfolio with new acquisitions in 2021 - unusual for us but reflecting our decision in the second half of the year to take a very cautious approach to our markets.

CREATING VALUE BY IMPROVING THE PERFORMANCE OF OUR WIND ASSETS IN AUSTRIA

The approach we took to growth in the Austrian renewables sector is a good example of how we create value through expanding and improving platforms in those markets where we have a long-standing presence. We chose to invest in upgrading the wind turbines at our existing plants. This type of project enabled us to grow while taking advantage of synergies and operational expertise, yet minimizing development risk and uncertainties on local resource (wind).

By leveraging relationships with existing off-takers, lenders, and contractors and utilizing our expertise at project level, we have been able to improve the efficiency and power generation of our wind turbines. We were able not only to limit construction risk but also to obtain favorable financing terms.

"Scharndorf 4+5" assets became fully operational during 2021 and sold electricity produced under the Feed-in Tariff in place. Berg and Trautmannsdorf are progressing well and are expected to become operational over the next twelve months.

This organic growth initiative is likely to result in significant value creation, as similar assets in Europe trade at 13-15x EV/EBITDA.

"we are in the midst of a lengthier transition which will see a larger than previously expected role for power generation based on lignite coal, nuclear and Liquified Natural Gas."

We were concerned about a rapidly shifting financing and supply chain not yet reflected in sellers' price expectations. For example, we spent the better part of eight months preparing a large acquisition of thermal and renewable assets in the Americas only to walk away in the third quarter when seller would not change its terms. To provide an example of how dynamic and downside oriented the market became, our underwriting rebaselined our financing assumptions three times in four months (and never for the better), while assumptions related to sellers' solar and wind development assets proved nearly impossible to risk adjust and price, reflecting growing price, availability, and transport challenges within the renewable related supply chains. All of the proceeding factors served to eliminate any margin of safety and turned the investment decision into a bet that things would quickly recover. With the benefit of hindsight provided by the surreal events of early 2022, our caution provided the best investment returns of the year.

We continue to see excellent opportunity to grow our wind business in Austria through greenfield development and the repowering of our existing wind assets, an activity which we have been pursuing for over five years. A very strong development and operations team in Vienna have shown the ability to execute our wind repowering strategy despite unexpected challenges ranging from low water levels on the Danube, to financial distress in the wind turbine industry to a global pandemic.

We made excellent progress repowering our Trautmannsdorf and Berg wind farms in lower Austria executing well our long-standing repowering plan and achieving some unexpected upside along the way. The Berg project is a ~20 MW repowering with an expected entry into commercial operations in September of 2022. We are on plan and below budget and made very good progress constructing the on-site infrastructure. The project known as Trautmannsdorf is a 21 MW repowering, also located in lower Austria, and is expected to enter into commercial operations less than one year from now in January 2023. Trautmannsdorf is similarly on plan for both budget and schedule.

Like our other Austrian repowering projects, the wind generated output receives a 13 year feed-in-tariff leaving us with no price risk until late in the next decade. Unlike earlier projects, both Berg and Trautmannsdorf also benefitted from a COVID-19 investment bonus designed by the Austrian government to encourage further investment during the height of the pandemic and further enhancing the projects' returns. These are exceptional projects and we expect continuous growth in Austria.

Finally, in the last months of 2021 we were able to successfully negotiate the sale of our hydro portfolio in Brazil which culminated in the signing of the transaction with Patria Investments in January of this year. This transactions unlocks significant value to our shareholders with the hydro portfolio being valued at 9.7 x LTM EBITDA and net proceeds to ContourGlobal of approximately $110m, that adds to an earlier distribution of approximately $26m coming from the refinancing of this portfolio in the Brazilian capital markets.

Going into 2022 and with Mergers & Acquisitions still an important part of our growth strategy we remain cautious despite seeing more realistic expectations from sellers about the pricing of risk/reward amidst much uncertainty. Supply chain and financing pressures are being acutely felt in the greenfield renewable segment which is starting, for the first time in seven years, to create opportunities for us as renewable developers with sizable pipelines become more selective about which projects they will move forward. Gone are the days when renewable developers boasted of enormous pipelines all of which were expected to be built. However, as I write this letter in March 2022 these bottom-up fundamentals are overshadowed by the impacts on the European power markets caused by Russia's invasion of Ukraine. The dramatic increase in natural gas and electricity prices is leading to a fundamental rethinking of the very cornerstones of these power markets beginning with the principle of marginal cost pricing. We have been saying for four years that the future of the European power generation market looked to be increasingly a regulated one with the abandonment of marginal cost pricing and its replacement with some form of a guaranteed regulated rate of return applied to the entire generation sector. Such a prospect became visible several years ago with the progressive elimination of coal and nuclear in Europe's base load production thereby increasing the reliance upon natural gas fired generation which, in the marginal price setting framework defining competitive power markets, meant that the entire uncontracted generation stack would earn revenues set by a gas fired power plant.

Even prior to unprecedented volatility and price increases in natural gas that accompanied building tensions and then Russia's invasion of Ukraine, Europe's power markets were engaging in self-help to diversify away from natural gas whenever possible, as evidenced by the significant amount of "gas to coal" switching which characterized the central European power markets by mid 2021 with German lignite leading the way and this despite a policy framework designed to engineer the opposite (coal to gas switching).

Now in March 2022, policy innovation abounds in Europe as a new set of market rules are floated including:

elimination of the marginal cost price setting system,

price caps on natural gas and electricity,

special taxes on certain generation profits,

 reintroduction of coal plants, and

possible extension of nuclear plants, and other measures meant to eliminate volatility in the price for power and, potentially limit the financial impact on business and residential consumers by adopting price caps and direct subsidy schemes

These measures create risk but also opportunity for our European operations and growth prospects. Dismantling the price setting mechanism which has characterized competitive power markets for nearly three decades will have multiple unintended and unpredictable consequences. At the same time, in the absence of a price signal, there will need to be incentive frameworks to enable base-load powerplants to provide energy and ancillary services and this will require a remuneration regime that will likely look like some combination of:

 i. more predictable and longer capacity payments

 ii. a regulated rate of return which treats power generation like regulated distribution, wires and pipes (one model would be the regulatory framework adopted by Spain applicable to renewable energy technologies)

iii. or a direct subsidy to generators to protect end use customers

This wave of policy intervention may be a Russia-Ukraine related set of measures that only temporarily transform the way electricity is bought and sold or a further step towards creating a regulated and policy directed environment which administratively prices electricity energy and capacity and admits to the reality, as noted in this letter last year, that "absent a technological breakthrough in the energy storage space, the energy transition will be a long one, and under-investment in reliable base load and mid-merit generation is a significant challenge for grid stability and the ability of power systems to incorporate increasing amounts of renewable generation" albeit. A new realism about the geo-politics of electricity supply emphasizing the need for diverse sources of base load generation and decreased reliance on Russian gas supports our view that we are in the midst of a lengthier transition which will see a larger than previously expected role for power generation based on lignite coal, nuclear and Liquified Natural Gas.

As we did last year, we continue to view such an environment as mostly one of opportunity which will reward business models embracing diverse sources of power generations and market exposure.

Joseph C. Brandt

Chief Executive Officer

 

Financial Review

A STRONG FINANCIAL performance

Stefan Schellinger

Global Chief Financial Officer

ContourGlobal continued to deliver very strong financial results in 2021 and we met all of our financial commitments. In particular, we increased our full year adjusted EBITDA guidance in December from $780 - $810 million to $810 - 840 million reflecting our strong financial performance. This is a testament of ContourGlobal's robust and resilient business model generating stable and predictable cash flows from operations.

We continued to meet the financial commitments made to shareholders by delivering our progressive dividend policy of 10% growth per annum. In addition, during H1 2021 ContourGlobal continued its share buyback program which started in early 2020 to support long-term shareholder value and was successfully executed with 2,624,774 million shares bought back in 2021 in addition to the 12,374,731 million shares bought back in 2020.

Revenue

Revenue continued to grow in 2021 to reach $2,151.9 million (+$741.2 million or +52.5%) resulting from the impact of the acquisition of the Western Generation assets in the United States and Trinidad and Tobago ("Western Generation") completed in February 2021 (+$206.9 million), as well as increased revenue from our Maritsa plant (+$275.6 million) driven by higher generation and higher CO2 emission cost recharges (+$252.9 million), from our natural gas-fired power plant in Arrubal (+$129.2 million) benefiting from high dispatch, higher power prices and an optimized commercial strategy in the post PPA period from August to December, new interconnected load points and higher gas pass through for Mexico CHP (+$84.6 million) and higher generation and pass-through revenue at Cap de Biches (+$22.3 million). These increases were partially offset by lower revenue in the French Caribbean (-$16.7 million) following the expiry of the Energy Antilles PPA in mid-2020 and at Spain CSP assets (-$13.9 million) due to movements in power price. In addition, Group revenue was positively impacted by year over year foreign exchange movements by $39.3 million primarily driven by a higher average level of Euros / USD.

Adjusted Revenue

Adjusted Revenue excludes CO2 emission cost recharges from IFRS revenue and is a key metric as it provides a more comparable basis for assessing revenue generating capabilities across the portfolio. The metric has been added due to the significant increase in carbon pricing which has resulted in CO2 pass throughs distorting IFRS Revenue. During 2021 adjusted revenue was $1,724.8 million (+$1,252.6 million in 2020 or an increase of +38%) primarily driven by the Western Generation acquisition, high dispatch and power prices at Arrubal and new load points and higher pass throughs in Mexico, as noted above. The three most significant contributors to Adjusted Revenue are Mexico CHP, Maritsa and Arrubal contributing 17.1%, 16.7% and 15.4% respectively in 2021 (16.9%, 20.4% and 10.3% respectively in 2020). The reconciliation of Adjusted Revenue to statutory Revenue is as follows:

Including the net indebtedness in Brazil Hydro, which is classified in the balance sheet as held for sale at year end and pro forma adjustment to include a full year of Adjusted EBITDA for the Western Generation and Green Hunter acquisitions.

Adjusted Revenue

In $ million

2021

2020

Revenue

2,151.9

1,410.7

CO2 passthrough revenue

427.1

158.1

Adjusted Revenue

1,724.8

1,252.6

 

Income from Operations (IFO)

IFO is a measure taken from the IFRS audited consolidated statement of income. IFO increased in 2021 by $62.2 million or +20.2% to reach $370.1 million as compared to $307.9 million in 2020, mainly as a result of the following effects:

Increase in gross margin in 2021 by $44.2 million to reach $421.4 million as compared to $377.2 million in 2020, driven by the increase in Revenue of $741.2 million partially offset by the increase in Cost of sales of $697.0 million. The gross margin decrease from 27% in 2020 to 20% in 2021 following the acquisition of Western Generation reflect the proportionately higher costs of sales as a percentage of revenue compared to the average of the Group.

Other operating expenses, Selling, general and administration and acquisition related items decreased from $69.3 million in 2020 to $51.3 million. The decrease was primarily due to exceptional restructuring costs incurred in 2020 of $5.2m (nil in 2021) and $6.6 million of cost incurred in relation to the Private Incentive Plan that ended in 2020. In addition, acquisition related items decreased by $6m, offset by Selling, general and administrative expenses increase of $3.7m as compared to 2020 driven mainly by higher professional fees (+$2.0 million) and employee costs (+$1.7 million).

 

The IFO has been driven by the same key contributors as the Adjusted EBITDA detailed thereafter, positively impacted by the acquisition of Western Generation (+$84.6 million), an optimized commercial strategy in the post PPA period at Arrubal (+$20.4 million), and improved resource and commissioning of the refurbishment project improving availability at Vorotan (+$13.7 million), offset by movements in power price at Spain CSP (-$8.7 million). This is offset by the increase in depreciation during the year of $87.6 million, primarily due to the acquisition of Western Generation.

Adjusted EBITDA

In 2021, we saw another year of strong Adjusted EBITDA performance with an increase of 17% to $841.5 million.

Adjusted EBITDA benefited from the Western Generation acquisition which contributed $84.6 million of Adjusted EBITDA in addition to a strong performance of our existing power generation assets of $756.9 million (net of corporate and other costs) compared to $722.0 million in 2020, including a positive foreign exchange variance of $8.8 million primarily due to the Euro appreciation versus the US dollar. The Green Hunter acquisition of Solar assets in Italy was also completed in November 2021 and adds to the existing Renewable portfolio, contributing $0.4m to Adjusted EBITDA since acquisition.

Thermal Adjusted EBITDA increased by $120.4 million, or 29%, to $541.3 million for the year ended 31st December 2021 from $420.9 million for the previous year. The growth in Adjusted EBITDA is mainly driven by the Western Generation acquisition which contributed +$84.6 million, a strong performance in the post PPA period at Arrubal driving year over year Adjusted EBITDA growth of +$20.4 million and a change in commercial strategy at Sochagota of +$13.3 million. This demonstrates not only the stability of the underlying earnings and cash flows of the portfolio, based on its contracted business model protecting the segment from fluctuations in demand, fuel prices, electricity prices and CO₂ prices but also demonstrates the Company can benefit from a strong market environment in certain countries including Spain. The Thermal fleet is also highly diversified in terms of geography and technology, which significantly limits its overall market exposure. The Thermal fleet reached an Equivalent Availability Factor of 94% in 2021 (94% in 2020) demonstrating a consistently strong operational performance during the year.

Renewable Adjusted EBITDA amounted to $334.7 million for the year ended 31st December 2021, as compared to $332.0 million for the year ended 31st December 2020. The most significant impacts in Adjusted EBITDA for the year are improved resource and commissioning of the refurbishment project improving availability at Vorotan (+$13.7 million), the impact of the concession extension and commercial strategy optimisation at our Brazil Hydro assets (+$9.4 million), offset by the movements in power price at Spain CSP (-$8.7 million), lower resource and lower realized power prices at Peru Wind (-$6.3 million), and one-off events impacting the availability of some of our plants as well as negative FX impact in Brazil Wind and Hydros (-$4.6 million).

ContourGlobal's business model generates stable and predictable earnings and cash flows, and benefits from the following factors that mitigate the risk of fluctuations in the results:

Long-term contracts with strong and creditworthy counterparties: Approximately 89% of 2021 Adjusted EBITDA is generated under PPAs concluded with investment-grade offtakers or non-investment-grade offtakers under political risk insurance. During 2021 our cash collections from our offtakers continued to be unaffected by the COVID-19 pandemic and remained stable and in line with agreed payment terms.

Limited currency exposure: 86% of 2021 Adjusted EBITDA is denominated in either Euros or US dollars. In addition, a portion of the small Brazilian reals exposure in regards to distributions is hedged. This exposure will be further reduced going forward with the completion of the sale of our Brazil Hydro assets expected to be completed in Q2 2022.

Geographical and technology diversification: No technology cluster represents more than 21% of 2021 Adjusted EBITDA; in addition ContourGlobal is present on four continents.

Ability within long-term contracts to pass through fuel and CO2 quotas: during the year there have been significant increases in the cost of CO2 quotas and certain assets have also experienced an increase in the cost of fuel. The ability to pass these costs through ensures that margins are not eroded and provides stability in earnings.

In terms of financial metrics, we believe that the presentation of Adjusted EBITDA enhances the understanding of ContourGlobal's financial performance, in regards to understanding our ability to generate stable and predictable cash flows from operations. 'Adjusted EBITDA' is defined as profit for the year from continuing operations before income taxes, net finance costs, depreciation and amortization, acquisition related expenses, plus, if applicable, net cash gain or loss on sell down transactions (in addition to the entire full period profit from continuing operations for the business the sell down transaction relates to) and specific items which have been identified and material items where the accounting diverges from the cash flow and therefore does not reflect the ability of the assets to generate stable and predictable cash flows in a given period, less the Group's share of profit from non consolidated entities accounted for on the equity method, plus the Group's prorata portion of Adjusted EBITDA for such entities.

In determining whether an event or transaction is adjusted, ContourGlobal's management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence. Adjusted EBITDA is not a measurement of financial performance under IFRS.

Proportionate Adjusted EBITDA

Considering the decision to strategically sell down minority stakes of certain of our assets at a significant premium, we have included Proportionate Adjusted EBITDA as part of our core financial metrics since 2018. Proportionate Adjusted EBITDA is calculated using Adjusted EBITDA calculated on a proportionally consolidated basis based on applicable ownership percentage.

The Proportionate Adjusted EBITDA as well includes the net cash gain or loss on sell down transactions (of which there has been none during 2021 and 2020) as well as the underlying profit from continuing operations for the business in which the minority interest sale relates to reflecting applicable ownership percentage going forward from the date of completion of the sale of a minority interest.

Proportionate Adjusted EBITDA increased from $568.7 million in 2020 to $692.3 million in 2021 (+22%), broadly in line with the increase than Adjusted EBITDA, primarily driven by the acquisition of Western Generation during 2021 and for which there is no minority interest.

The following table reconciles Proportionate Adjusted EBITDA and Adjusted EBITDA to net profit before tax for each year presented:

 

In $ millions

2021

2020

Proportionate Adjusted EBITDA

692.3

568.7

Minority interest

149.2

153.3

Adjusted EBITDA

841.5

722.0

Reconciliation to profit before income tax

 

 

Depreciation, amortization and impairment

-399.2

-311.6

Share of Adjusted EBITDA in associates

-27.0

-19.9

Acquisition-related items

-14.2

-20.2

Restructuring costs

-

-5.2

Private incentive plan

-

-6.6

Mexico CHP fixed margin swap1

5.5

-15.6

Brazil Hydro concession extension3

5.5

-

Change in finance lease and financial concession assets2

-37.9

-31.7

Other

-4.1

-3.3

Income from Operations

370.1

307.9

Net finance costs, foreign exchange gains and losses, and changes in fair value of derivatives

-249.2

-247.8

Share of profit in associates

16.2

12.3

Other

5.8

-

Profit before income tax

142.9

72.3

 

Reflects an adjustment to align the recognized earnings with the cash flows generated during the year under the CHP Mexico fixed margin swap (derivative that locks in a fixed margin for certain contracts)

Adjustment of the revenue and expenses recognised under Service Concession Arrangement accounting in Togo, Senegal and Rwanda with the cashflows generated during the year.

Reflects the non-cash gain recognized due to Generating Scaling Factor ("GSF") settlement in Brazil Hydro whereby a concession extension has been granted to compensate for historical GSF liability payments made prior to acquisition of the assets by ContourGlobal.

In relation to the 2021 and 2020 financial years, these adjustments mainly include non-recurring and non cash items.

 

Cash flow from operations and Funds From Operations

Cash flow from operations is presented in the Consolidated statement of cashflows of the financial statements and increased from $719.6 million to $810.3 million, mainly driven by the increase in Adjusted EBITDA ($119.5 million).

Funds from Operations is a non-IFRS measure that is calculated as follows:

 

In $ millions

2021

2020

Cash flow from operations

810.3

719.6

Change in working capital

-45.9

-52.8

Acquisition-related items

14.2

-

Interest paid

-192.9

-175.8

Maintenance capital expenditure1

-62.8

-50.5

Other distribution from associates

7.9

13.0

Cash distribution to minorities2

-91.2

-74.0

Funds from Operations (FFO)

439.8

379.6

Cash conversion rate

52%

53%

Maintenance capital expenditure is defined as funds employed by the business to maintain the operating capacity, asset base and/or operating income of the existing power plants (including construction capital expenditure). It excludes growth and development capital expenditure, which are discretionary investments incurred to sustain our revenue growth.

Cash distributions to minorities as per consolidated cash flow statement (excluding $11m distribution to Energy Infrastructure Partners related to the refinancing proceeds of the Green Hunter portfolio acquired in November 2021).

Funds from operations significantly improved in 2021 to $439.8 million, a 16% growth rate compared to 2020. This performance is the consequence of the continuous growth of Adjusted EBITDA explained above partially offset by higher interest paid primarily due to interest on debt acquired in Western Generation (reflecting a higher coupon rate on this debt compared to the average rate across the rest of the group), increased maintenance capex costs due to the Western Generation acquisition and cash distributions to minorities due to increased distributions during the year.

Funds from operations is a key measure and gives an indication of the strength and predictability of our cash generation and how much of our Adjusted EBITDA is converted into cash flow.

As a result the cash conversion rate, which compares FFO to Adjusted EBITDA, remained strong in 2021 at 52% (2020: 53%).

 

Adjusted EBITDA

In $ million

2021

2020

Var %

Var

Thermal

541.3

420.9

29%

20.4

Renewable

334.7

332.0

1%

2.7

Corporate & Other

-34.5

-30.9

11%

(3.6)

Adjusted EBITDA

841.5

722.0

17%

119.5

 

Leverage ratio

The Group leverage ratio is measured as total net indebtedness (reported as the difference between 'Borrowings' and 'Cash and Cash Equivalents' in accordance with IFRS statement of financial position) to Adjusted EBITDA. The leverage ratio does not include the IFRS 16 liabilities ($30 million as Dec. 31, 2021 and $33 million as Dec. 31, 2020). Whenever the impact would be significant, such a ratio is adjusted to reflect the full year impact of acquisitions or for financial debt of projects under construction which do not generate Adjusted EBITDA.

 The leverage ratio as of 31st December 2020 was 4.8x, and is 4.6x as of 31st December 2021 (including the net indebtedness in Brazil Hydro, which is classified in the balance sheet as held for sale and a pro forma adjustment for a full year of Adjusted EBITDA of Western Generation and Green Hunter acquisitions).

The Net parent company leverage is 3.4x as of 31 December 2021 as compared to 3.0x as 31 December 2020, reflecting the refinancing of the corporate bond in December 2020 and the impact of the Western generation acquisition in 2021. The Net parent company leverage is defined as:

 net debt at corporate level was $1,301 million as of 31 December 2021, compared to $830 million as of 31 December 2020. This comprises the net debt of the group corporate holding entities (excluding non-recourse financing), which includes Corporate Bonds, drawn bridge loans, less cash and cash equivalent in corporate holding entities;

divided by CFADS (cashflows available for debt service) as defined in the Corporate Bond Indenture ($367 million for 2021, $274 million for 2020).

CFADS as defined in the Bond indenture is the net Cash distributions from Group subsidiaries (notably including dividends, equity distributions, or intercompany loans) to the parent company (the entity that pays dividends, interest and provides capital for new investment), less corporate costs. CFADS is a key financial measure for the company as it reflects all of the cash received by the parent company which is then allocated according to our strategy (notably for M&A, construction and other development costs or return of capital to shareholders). CFADS is also used to calculate the Debt service coverage ratio which is the main covenant of the Group's corporate bonds (CFADS over the Debt service of the corporate debts).

There is no reconciliation of the Net parent company leverage or CFADS to statutory measures because they do not derive from the statutory measures.

 

Finance costs - net

Finance costs - net increased from $247.8 million in 2020 to $249.2 million in 2021 (1%).

Interest expense increased in 2021 from $195.0 million in 2020 to $205.5 million, largely due to the impact of the Western Generation acquisition ($15.5m) and the corporate bonds ($7.9m) partially offset by the natural deleveraging of the project financing.

The Realized and unrealized foreign exchange gains and (losses) and change in fair value of derivatives increased by $31.8 million to a net gain of $42.5 million primarily attributable to:

a positive impact in the fair value of derivatives of $25.3 million in 2021, as compared to $70.5 million in 2020. The decrease is mainly due to the $13.6 million non-cash net change in the fair value of the Mexican CHP fixed margin swap compared to $56.1 million in 2020 and

A $18.4 million net realized and unrealized foreign exchange gain in 2021 compared to a $59.8 million foreign exchange loss in 2020 driven by favourable exchange rate movements of the US dollar against the Euro and the Armenian dram.

Profit before tax

Profit before tax increased by $70.6 million to $142.9 million in 2021 as a result of the factors previously explained.

Taxation

The Group recognized a tax charge of $63.2 million in 2021 as compared to $43.7 million in 2020 which represents a movement in effective tax rate from 60% in 2020 to 44% in 2021. The decrease in effective tax rate is due to the increase in profit before tax primarily attributable to Spain, Armenia and a reduction in pre-tax loss in Luxembourg. The effective tax rate was also impacted by unrecognised tax losses in Luxembourg and Brazil. The main jurisdictions contributing to the income tax expense in 2020 are Mexico, Bulgaria, Spain and Brazil.

Net income, EPS and Adjusted Net Income

Net income increased from $28.6 million in 2020 to $79.7 million in 2021. Considering the average number of shares outstanding in 2021 of 656.3 million (666.6 million in 2020), and a profit attributable to shareholders of $73.8 million in 2021 ($16 million in 2020) the Earnings per share (basic) increased from $0.02 to $0.12.

Adjusted net income is defined as net income excluding specific items which in 2021 included such items as unrealised FX, acquisition related expenses, the fair value impact of the Mexico fixed margin swap, Brazil Hydro concession extension and refinancing costs which are non recurring in nature and are not reflective of the ability to generate profits by the Group. A reconciliation of Net income to Adjusted Net Income is as follows:

 

In $ millions

2021

2020

Net income

79.7

28.6

Change in fair value of the CHP Mexico fixed margin swap1

(13.3)

(28.4)

Acquisition-related items2

14.2

20.2

FX unrealized (losses)/gains3

(23.7)

26.5

Brazil Hydro concession extension

(13.4)

-

Restructuring costs4

-

5.2

Private Incentive Plan5

-

6.6

Refinancing costs6

12.8

8.9

Adjusted Net Income

56.3

67.4

Adjusted Net Income attributable to shareholders

54.9

54.8

 

Change in fair value of the Mexican CHP fixed margin swap of -$13.6m net of $5.5m impact in Adj. EBITDA and net of 30% income tax impact -$5.7m.

Includes pre-acquisition costs and other incremental costs incurred as part of completed or contemplated acquisitions. ContourGlobal incurred exceptional amounts of such costs in 2021 and 2020 while signing and/or closing acquisitions in the US and Italy in particular.

Includes FX unrealized losses as reported in the consolidated financial statements, and represent non-cash unrealized losses recognized during the year. 2021 was notably impacted by the strengthening of the local currency in Armenia (AMD), generating unrealized FX gains for the USD denominated project financing debt totalling $21.7m.

Costs incurred as part of the reorganization of our corporate offices in 2020.

Non-cash impact of the Private Incentive Plan in 2020.

Relates to costs incurred in refinancing debt throughout the business.

Non-current assets

Non-current assets mainly comprise property, plant and equipment ("PP&E"), financial and contract assets, and intangible assets and goodwill. The increase in non-current assets by $373.8 million to $4,749.5 million as of 31 December 2021 was mainly due to the increase of PPE by $408.3 million relating to Western Generation acquisition (+$900.1 million including purchase price allocation) and the Green Hunter acquisition (+$56.5m including preliminary purchase price allocation), capex additions (+$95.6m) during the period mainly in Austria Wind (+$25.3 million), Vorotan ($13.5 million), Maritsa ($9.4 million) and Mexico CHP ($17.6 million), partially offset by depreciation (-$360.1 million), Brazil Hydro assets reclassified in asset held for sale (-$124.0 million) and CTA FX impact (-$149.9m).

Working capital

Inventory increased by $238.3 million during 2021, primarily due to the increase in value of emission allowances held in inventory at Maritsa (+$235.6 million) and Arrubal (+$23.9 million), partially offset by the impact of foreign exchange (-$25.2 million). Trade and other payables increased by $263.3 million to $597.0 million, also primarily due to the increase the increase in emission allowance payables in Maritsa by $240.9 million.

The increase in Trade and other receivables of $35.1 million to $299.1 million is primarily attributed to the acquisitions of Western Generation (+$24.5 million) and Green Hunter (+$5.0 million).

Borrowings

Current and non-current borrowings decreased by $654.2 million to $4,176.1 million as of 31 December 2021, mainly as a result of scheduled repayments (-$287.1 million), repayment of the 2023 bond in January 2021 (-$532.5 million), Arrubal debt repayments (-$73.7m) and the CTA FX impact due to increase of the Euro against the USD for our Euro denominated debt (-$234.1m). This was partially offset by the debt acquired in Western Generation (+$263.3m), new borrowings represented primarily by Alvarado net refinancing (+$25.5m), Western Generation bridge loan net of repayments (+$40.0m), Green Hunter debt acquired and subsequently refinanced (+$36.0m), Asa Branca net refinancing (+$3.8m), Caribbean refinancing (+$120.0m) and RCF drawdown (+$47.3m). The Brazil Hydro debt was also refinanced (+$51.9m) and subsequent was reclassified to held for sale at year end (-$136.5m).

Equity and non-controlling interests

Equity and non-controlling interests increased by $32.8 million to $370.5 million as of 31st December 2021 mainly due to the following factors: net income of the year (+$79.7 million), change in hedging reserves (+$41.0 million) and currency translation adjustment (+$33.2 million), partially offset by dividends paid to shareholders (-$114.5 million) and dividends paid to non-controlling interests (-$3.6 million).

Dividend

The Board recognizes the importance of paying a regular dividend to shareholders. The underlying business generates secure, highly stable, long-term cash flows, and it is the Board's intention that dividends will be paid on a quarterly basis. Reflecting the growth potential of the business, since listing in 2017 the Board has targeted a high single-digit annual dividend increase, which was raised to a 10% annual target in 2019. At times the Board may approve additional returns of capital, arising from surplus generation of cash or corporate transactions.

The Board periodically reviews the dividend policy, considering overall prospects, conditions and capital requirements of the Group. The Company paid a dividend of $26.6 million in April 2021 corresponding to the final dividend for the year ended 31st December 2020 and three interim dividends for the year ended 31 December 2021 in total of $87.9 million in June, September and November 2021.

The Directors expect to pay a total dividend of approximately $117.2 million for the year ended 31 December 2021, including a quarterly dividend of 4.465 USD cents per share (around $29.3 million) to be paid in April 2022.

Our dividend cover remains strong at 2.8x (2020: 2.2x). Dividend cover is measured as "Parent Company free cash flow" of $318 million in total ($367 million CFADS as defined in the Corporate Bond indenture, less $49 million Corporate Bond interest costs), relative to the total dividends paid for the year ended 31 December 2021. In 2020 the Parent Company free cashflow was $234 million ($274 million CFADS less $40 million Corporate Bond interest).There is no reconciliation of the Dividend cover to statutory measures because it does not derive from statutory measures.

Outlook

We remain focused on generating strong and predictable cash flows as a result of our business model of development and operationally led acquisitions of power generation assets under long-term contracts providing significant protection from the risks associated with volumes, commodity prices or merchant energy prices. Our ability to successfully execute and integrate such acquisitions was demonstrated during the year with our Western Generation acquisition and we will look to the same for Green Hunter acquisition during 2022. Where it is financially attractive to do so we will also seek to monetize assets, such as the sale of our Brazil Hydro business, which we expect to complete in 2022 in order to create shareholder value and returns.

Stefan Schellinger

Global Chief Financial Officer

 

Annual General Meeting (AGM)

The 2022 AGM will be held on 13th May 2022. At the AGM, shareholders will have the opportunity to ask questions to the Board, including the Chairmen of the Board Committees.

Full details of the AGM, including explanatory notes, are contained in the Notice of the AGM. The Notice sets out the resolutions to be proposed at the AGM and an explanation of each resolution.

All documents relating to the AGM will be available on the Company's website at www.contourglobal.com.

Year ended December 31, 2021

The financial information set out in this Preliminary Results Announcement does not constitute the Group's statutory accounts for the years ended 31 December 2021 or 2020, but is derived from those accounts. The statutory accounts for the year ended 31 December 2020 have been delivered to Companies House and those for 2021 will be delivered in due course. The Auditor has reported on those accounts: its Reports were unqualified, did not draw attention to any matters by way of emphasis without qualifying its Report and did not contain a statement under s498(2) or (3) of the Companies Act 2006. The financial information included in this preliminary announcement has been prepared on the same basis as set out in the Annual Report 2021.

 

CONTOURGLOBAL PLC AND SUBSIDIARIES

Consolidated statement of incomeand other comprehensive income

Year ended December 31, 2021

 

 

Years ended December 31

 

In $ millions

Note

2021

2020

Revenue

4.2

2,151.9

1,410.7

Cost of sales

4.3

(1,730.5)

(1,033.5)

Gross profit

 

421.4

377.2

Selling, general and administrative expenses

4.3

(40.5)

(36.8)

Other operating income

 

6.8

7.4

Other operating expenses

4.3

(3.4)

(19.7)

Acquisition related items

4.5

(14.2)

(20.2)

Income from Operations

 

370.1

307.9

Other income

 

5.8

-

Share of profit in associates

4.12

16.2

12.3

Finance income

4.6

3.9

4.4

Finance costs

4.6

(296.8)

(262.9)

Net foreign exchange gains and (losses) and change in fair value of derivatives

4.6

43.7

10.7

Profit before income tax

 

142.9

72.3

Income tax expenses

4.7

(63.2)

(43.7)

Net profit for the period

 

79.7

28.6

Profit for the period attributable to

 

 

 

Equity shareholders of the Company

 

78.3

16.0

Non-controlling interests

 

1.4

12.6

 

 

 

 

Earnings per share (in $)

 

 

 

Basic

 

0.12

0.02

Diluted

 

0.12

0.02

 

 

 

Years ended December 31

 

In $ millions

 

2021

2020

Net profit for the period

 

79.7

28.6

Changes in actuarial gains and losses on retirement benefit, before tax

 

(0.3)

0.2

Deferred taxes on changes in actuarial gains and losses on retirement benefit

 

-

-

Items that will not be reclassified subsequently to income statement

 

(0.3)

0.2

Gain / (Loss) on hedging transactions

 

55.0

(40.0)

Cost of hedging reserve

 

(0.2)

(1.5)

Deferred taxes on gain / (loss) on hedging transactions

 

(14.4)

27.9

Share of other comprehensive income of investments accounted for using the equity method

 

-

-

Currency translation differences

 

28.9

(97.1)

Items that may be reclassified subsequently to income statement

 

69.3

(110.7)

Other comprehensive profit/(loss) for the period net of tax

 

69.0

(110.5)

Total comprehensive profit/(loss) for the period

 

148.7

(81.9)

Attributable to

 

 

 

Equity shareholders of the Company

 

146.9

(74.8)

Non-controlling interests

 

1.8

(7.1)

The accompanying notes are an integral part of these consolidated financial statements.

 

Consolidated statementof financial position

Year ended December 31, 2021

In $ millions

Note

December 31, 2021

December 31, 2020

Non-current assets

 

4,749.5

4,375.7

Intangible assets and goodwill

4.9

305.4

319.7

Property, plant and equipment

4.10

3,925.4

3,517.1

Financial and contract assets

4.11

370.5

408.3

Investments in associates

4.12

33.5

29.5

Derivative financial instruments

4.14

9.9

1.1

Other non-current assets

4.17

55.1

42.5

Deferred tax assets

4.7

49.7

57.5

Current assets

 

1,267.7

1,995.1

Inventories

4.18

485.7

247.4

Financial and contract assets

4.11

32.3

30.0

Trade and other receivables

4.19

299.1

264.0

Current income tax assets

 

15.0

21.3

Derivative financial instruments

4.14

6.1

0.4

Other current assets

4.20

60.4

35.1

Cash and cash equivalents

4.21

369.1

1,396.9

Assets held for sale

3.1

175.2

-

Total assets

 

6,192.4

6,370.8

 

 

In $ millions

 

December 31, 2021

December 31, 2020

Total equity and non-controlling interests

 

370.5

337.7

Issued capital

4.22

8.9

8.9

Share premium

 

380.8

380.8

Treasury shares

4.22

(37.8)

(30.4)

Retained earnings and other reserves

 

(142.9)

(176.9)

Non-controlling interests

4.23

161.5

155.3

Non-current liabilities

 

4,451.5

4,492.2

Borrowings

4.24

3,809.1

3,895.5

Derivative financial instruments

4.14

71.5

151.0

Deferred tax liabilities

4.7

325.2

269.0

Provisions

4.26

77.7

51.8

Other non-current liabilities

4.25

168.0

124.9

Current liabilities

 

1,217.3

1540.9

Trade and other payables

4.28

597.0

333.7

Borrowings

4.24

367.0

934.8

Derivative financial instruments

4.14

26.3

41.0

Current income tax liabilities

 

29.1

24.3

Provisions

4.26

12.9

12.3

Other current liabilities

4.29

185.0

194.8

Liabilities held for sale

3.1

153.1

-

Total liabilities

 

5,821.8

6,033.1

Total equity and non-controlling interests and liabilities

 

6,192.4

6,370.8

 

The financial statements on pages X to Y were approved by the Board of Directors and authorized for issue on 17 March 2022 and signed on its behalf by Joseph C. Brandt, President & CEO

The accompanying notes are an integral part of these consolidated financial statements.

 

CONTOURGLOBAL PLC AND SUBSIDIARIES

Consolidated statementof changes in equity

Year ended December 31, 2021

In $ millions

Share capital

Share premium

Treasury shares

Currency translation reserve

Hedging reserve

Cost of hedging reserve

Actuarial reserve

Retained earnings

Total equity attributable to shareholders of the Company

Non-controlling interests

Total equity

Balance as of December 31, 2019

8.9

380.8

-

(101.2)

(81.5)

-

(2.3)

180.1

384.8

165.3

550.1

Balance as of January 1, 2020

8.9

380.8

-

(101.2)

(81.5)

-

(2.3)

180.1

384.8

165.3

550.1

Profit for the period

-

-

-

-

-

-

-

16.0

16.0

12.6

28.6

Other comprehensive loss

-

-

-

(78.0)

(11.5)

(1.5)

0.2

-

(90.8)

(19.7)

(110.5)

Total comprehensive lossfor the period

-

-

-

(78.0)

(11.5)

(1.5)

0.2

16.0

(74.8)

(7.1)

(81.9)

Purchase of treasury shares

-

-

(30.4)

-

-

-

-

-

(30.4)

-

(30.4)

Employee share schemes

-

-

-

-

-

-

-

8.5

8.5

-

8.5

Contribution received from non-controlling interests

-

-

-

-

-

-

-

-

-

3.4

3.4

Transaction with non-controlling interests

-

-

-

-

-

-

-

-

-

(1.0)

(1.0)

Dividends

-

-

-

-

-

-

-

(105.7)

(105.7)

(5.4)

(111.1)

Balance as of December 31, 2020

8.9

380.8

(30.4)

(179.2)

(93.0)

(1.5)

(2.1)

98.9

182.4

155.3

337.7

Balance as of January 1, 2021

8.9

380.8

(30.4)

(179.2)

(93.0)

(1.5)

(2.1)

98.9

182.4

155.3

337.7

Profit for the period

-

-

-

-

-

-

-

78.3

78.3

1.4

79.7

Other comprehensive profit

-

-

-

29.2

38.7

(0.2)

(0.3)

1.2

68.6

0.4

69.0

Total comprehensive income /(loss) for the period

-

-

-

29.2

38.7

(0.2)

(0.3)

79.5

146.9

1.8

148.7

Purchase of treasury shares

-

-

(7.4)

-

-

-

-

-

(7.4)

-

(7.4)

Employee share schemes

-

-

-

-

-

-

-

1.9

1.9

-

1.9

Acquisition and contribution of non-controlling interest not resultingin a change of control

-

-

-

-

-

-

-

(2.7)

(2.7)

1.1

(1.6)

Dividends

-

-

-

-

-

-

-

(114.5)

(114.5)

(3.6)

(118.1)

Transaction with non-controlling interest

-

-

-

-

-

-

-

-

-

9.5

9.5

Other

-

-

-

-

-

-

-

2.4

2.4

(2.6)

(0.2)

Balance as of December 31, 2021

8.9

380.8

(37.8)

(150.0)

(54.3)

(1.7)

(2.4)

65.5

209.0

161.5

370.5

The accompanying notes are an integral part of these consolidated financial statements.

 

Consolidated statementof cash flows

Year ended December 31, 2021

 

 

Years ended December 31

 

In $ millions

 

2021

2020

CASH FLOW FROM OPERATING ACTIVITIES

 

 

 

Net profit

 

79.7

28.6

Adjustment for:

 

 

 

Amortization, depreciation and impairment expense

 

399.2

311.6

Change in provisions

 

(1.6)

(2.7)

Share of profit in associates

 

(16.2)

(12.3)

Net foreign exchange gains and losses and change in fair value of derivatives

 

(43.7)

(10.7)

Interest expenses - net

 

201.6

190.6

Other financial items

 

91.3

68.0

Income tax expense

 

63.2

43.7

Mexico CHP fixed margin swap

 

(5.5)

15.6

Change in finance lease and financial concession assets

 

37.9

31.7

Acquisition related items

 

-

20.2

Other items

 

(5.7)

12.2

Change in working capital

 

45.9

52.8

Income tax paid

 

(36.6)

(37.5)

Contribution received from associates

 

0.8

7.8

Net cash generated from operating activities

 

810.3

719.6

CASH FLOW FROM INVESTING ACTIVITIES

 

 

 

Purchase of property, plant and equipment

 

(104.4)

(77.0)

Purchase of intangibles

 

(16.1)

(3.8)

Acquisition of subsidiaries, net of cash received

 

(654.6)

-

Other investing activities

 

(2.6)

(24.5)

Net cash used in investing activities

 

(777.7)

(105.3)

CASH FLOW FROM FINANCING ACTIVITIES

 

 

 

Dividends paid

 

(114.5)

(105.7)

Purchase of treasury shares

 

(7.4)

(30.4)

Proceeds from borrowings

 

790.7

938.9

Repayment of borrowings

 

(1,304.2)

(323.4)

Debt issuance costs - net

 

(26.7)

(13.1)

Interest paid

 

(192.9)

(175.8)

Cash distribution to non-controlling interests

 

(19.3)

(18.5)

Dividends paid to non-controlling interest holders

 

(3.5)

(5.4)

Transactions with non-controlling interest holders, cash received

 

17.5

3.4

Transactions with non-controlling interest holders, cash paid

 

(79.2)

(57.5)

Other financing activities and derivatives

 

(51.0)

(9.6)

Net cash generated from financing activities

 

(990.5)

202.9

Exchange (losses) / gains on cash and cash equivalents

 

(57.6)

21.2

Net change in cash and cash equivalents

 

(1,015.4)

838.4

Cash & cash equivalents at beginning of the period

 

1,396.9

558.5

Cash & cash equivalents at end of the period

 

381.5

1,396.9

Included in cash and cash equivalents in the balance sheet

 

369.1

1,396.9

Included in the assets held for sale

 

12.4

-

The accompanying notes are an integral part of these consolidated financial statements.

 

CONTOURGLOBAL PLC AND SUBSIDIARIES

General information

Year ended December 31, 2021

1. General information

ContourGlobal plc (the "Company") is a public listed company, limited by shares, domiciled in the United Kingdom and incorporated in England and Wales. It is the holding company for the Group whose principal activities during the period were the operation of wholesale power generation businesses with thermal and renewables assets in Europe, Latin America, United States of America and Africa, and its registered office is:

55 Baker StreetLondonW1U 8EWUnited Kingdom

Registered number: 10982736

ContourGlobal plc is listed on the London Stock Exchange.

Basis of preparation

On 31 December 2020, IFRS as adopted by the European Union at that date was brought into UK law and became UK-adopted International Accounting Standards, with future changes being subject to endorsement by the UK Endorsement Board. ContourGlobal plc transitioned to UK-adopted International Accounting Standards in its consolidated financial statements on 1 January 2021. This change constitutes a change in accounting framework. However, there is no impact on recognition, measurement or disclosure in the period reported as a result of the change in framework.

The consolidated financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and UK-adopted International Accounting Standards. The consolidated financial statements have been prepared on the going concern basis under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

The financial information is presented in millions of US dollars, with one decimal. Thus numbers may not sum precisely due to rounding.

The principal accounting policies applied in the preparation of the consolidated financial statements are set out in note 2.3. These policies have been consistently applied to the periods presented, unless otherwise stated.

The financial information presented is at and for the financial years ended 31 December 2021 and 31 December 2020. Financial year ends have been referred to as 31 December throughout the consolidated financial statements as this is the accounting reference date of ContourGlobal plc. Financial years are referred to as 2021 and 2020 in these consolidated financial statements.

The preparation of the IFRS financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may differ from those estimates, as noted in the critical accounting estimates and judgements in note 2.4.

 

2. Summary of significant accounting policies

2.1. Application of new and revised International Financial Reporting Standards (IFRS)

The Group has applied the following amendments for the first time for their annual reporting period commencing 1 January 2021. There was no material impact from the application of these amendments.

COVID-19-Related Rent Concessions - amendments to IFRS 16; and

Interest Rate Benchmark Reform - Phase 2 - amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16.

2.2. New standards and interpretations not yet mandatorily applicable

A number of additional new standards and amendments and revisions to existing standards have been published which will apply to the Group's future accounting periods. None of these are expected to have a significant impact on the consolidated results, financial position or cash flows of the Group when they are adopted.

2.3. Summary of significant accounting policies

Principles of consolidation

The consolidated financial statements include both the assets and liabilities, and the results and cash flows, of the Group and its subsidiaries and the Group's share of the results and the Group's investments in associates.

Inter-company transactions and balances between Group companies are eliminated.

(a) Subsidiaries

Entities over which the Group has the power to direct the relevant activities so as to affect the returns to the Group, generally through control over the financial and operating policies, are accounted for as subsidiaries. Interests acquired in subsidiaries are consolidated from the date the Group acquires control.

(b) Associates

Where the Group has the ability to exercise significant influence over entities, generally from a shareholding of between 20% and 50% of the voting rights, they are accounted for as associates. The results and assets and liabilities of associates are incorporated into the consolidated financial statements using the equity method of accounting. The Group's investment in associates includes goodwill identified on acquisition.

The Group determines at each reporting date whether there is objective evidence that the investment in the associate is impaired. If there is evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the investment in the associate and its carrying value and recognizes this amount in the consolidated statement of income.

Business combinations

The acquisition consideration is measured at fair value which is the aggregate of the fair values of the assets transferred, the liabilities incurred or assumed and the equity interests issued in exchange for control. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration are recognized in the consolidated statement of income. Where the consideration transferred, together with the non-controlling interest, exceeds the fair value of the net assets, liabilities and contingent liabilities acquired, the excess is recorded as goodwill. Acquisition related costs are expensed as incurred and classified as "Acquisition related items" in the consolidated statement of income.

Goodwill is capitalized as a separate item in the case of subsidiaries and as part of the cost of investment in the case of associates. Goodwill is denominated in the functional currency of the operation acquired.

Changes in ownership interests in subsidiaries without change of control

In line with IFRS 10 'Consolidated financial statements', transactions with non-controlling interests that do not result in a gain or loss of control are accounted for as equity transactions - that is, as transactions with the owners in their capacity as owners.

In the case of an acquisition of non-controlling interest that does not result in a gain of control, the difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity.

In the case of a sale of non-controlling interests that do not result in a loss of control ("sell-down"), the net cash gain on sale of these assets are recorded as an increase in the equity attributable to owners of the parent and corresponds to the difference between the consideration received for the sale of shares and of the carrying amount of non-controlling interest sold. Consistent with this approach, subsequent true-ups to earn-outs in the context of sell-down transactions are also recorded in equity. The net cash gain or loss on sell-down is presented in Adjusted EBITDA, as disclosed in note 4.1.

Non-current assets and disposal groups held for sale and discontinued operations

Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. An impairment loss is recognized for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. Assets and liabilities of a disposal group classified as held for sale are presented separately on the balance sheet.

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the statement of profit or loss.

Functional and presentation currency and currency translation

The assets and liabilities of foreign undertakings are translated into US dollars, the Group's presentation currency, at the year-end exchange rates. The results of foreign undertakings are translated into US dollars at the relevant average rates of exchange for the year. Foreign exchange differences arising on retranslation of opening net assets, and the difference between average exchange rates and year end exchange rates on the result for the year are recognized directly in the currency translation reserve.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized at year end exchange rates in the consolidated statement of income line which most appropriately reflects the nature of the item or transaction.

The following table summarizes the main exchange rates used for the preparation of the consolidated financial statements of ContourGlobal:

 

 

CLOSING RATES

AVERAGE RATES

 

 

Year ended 31st December

Year ended 31st December

 

Currency

2021

2020

2021

2020

EUR / USD

1.1373

1.2216

1.1833

1.1413

BRL / USD

0.1792

0.1925

0.1857

0.1960

BGN / USD

0.5815

0.6246

0.6049

0.5835

MXN / USD

0.0486

0.0501

0.0493

0.0469

When a foreign undertaking is sold, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

 

Operating and reportable segments

The Group's reporting segments reflect the operating segments which are based on the organizational structure and financial information provided to the Chief Executive Officer, who represents the chief operating decision-maker ("CODM"). The Group's organizational structure reflects the different electricity generation methods, being Thermal and Renewables. A third category, Corporate & Other, primarily reflects costs for certain centralized functions including executive oversight, corporate treasury and accounting, legal, compliance, human resources, IT and facilities management and certain technical support costs that are not allocated to the segments for internal management reporting purposes.

The principal profit measure used by the CODM is "Adjusted EBITDA" as defined in note 4.1. A segmented analysis of "Adjusted EBITDA" is provided in note 4.1 to the consolidated financial statements.

Revenue recognition

The Group revenue is mainly generated from the following:

(i) revenue from power sales;(ii) revenue from operating leases;(iii) revenue from financial assets (concession and finance lease assets); and(iv) other revenue such as environmental, operational and maintenance services rendered to offtakers.

Revenue from operating leases is recognized under IFRS 16, revenue from financial assets is recognized under IFRS 16 and IFRIC 12, and Revenue from power sales and other revenue are recognized under IFRS 15.

Revenue recognition in accordance with IFRS 15, 'Revenues from contracts with customers', is based on the transfer of control, i.e. the notion of control is used to determine when a good or service is transferred to the customer. In accordance with this, the Group has adopted a single comprehensive model for the accounting for revenues from contracts with customers, using a five-step approach for revenue recognition: (1) identifying the contract; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the Group satisfies a performance obligation.

Based on this recognition model, sales are recognized when goods are delivered to the customer and have been accepted by the customer, even if they have not been invoiced, or when services are rendered, and it is probable that the economic benefits associated with the transaction will flow to the entity. Revenue for the year includes the estimate of the energy supplied that has not yet been invoiced.

When determining the transaction price, the Group considers the effects of the variable consideration, the constraining estimates of variable consideration, the existence of a significant financing component in the contract, the non-cash consideration and the consideration payable to a customer.

If the consideration promised in a contract includes a variable amount, the Group estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. An amount of consideration can vary because of discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties or other similar items.

Certain of the Group's power plants sell their output under Power Purchase Agreements ("PPAs") and other long-term arrangements. Under such arrangements it is usual for the Group to receive payment for the provision of electrical capacity or availability whether or not the offtaker requests the electrical output (capacity payments) and for the variable costs of production (energy payments). In such situations, revenue is recognized in respect of capacity payments as:

Service income in accordance with the contractual terms, to the extent that the capacity has been made available to the contracted offtaker during the period and / or energy produced and delivered in the period. This income is recognized as part of revenue from power sales;

Financial return on the operating financial asset where the PPA is considered to be or to contain a finance lease or where the contract is considered to be a financial asset under interpretation IFRIC 12: "Service concession arrangements".

Service income related to environmental, operational and maintenance services rendered to offtakers are presented as part of Other revenue.

Summary of significant accounting policies

Year ended December 31, 2021

CONTOURGLOBAL PLC AND SUBSIDIARIES

Summary of significant accounting policies continued

CONTOURGLOBAL PLC AND SUBSIDIARIES

Summary of significant accounting policies continued

Under finance lease arrangements, those payments which are not included within minimum lease payments are accounted for as service income (outlined in (a) above).

Energy payments under PPAs are recognized in revenue in all cases as the contracted output is delivered.

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Concession arrangements

The interpretation IFRIC 12 governs accounting for concession arrangements. An arrangement within the scope of IFRIC 12 is one which involves a private sector entity (known as "an operator") constructing infrastructure used to provide a public service, or upgrading it (for example, by increasing its capacity) and operating and maintaining that infrastructure for a specified period of time.

IFRIC 12 applies to public-to-private service concession arrangements if:

The "grantor" (i.e. the public sector entity - the offtaker) controls or regulates what services the operator must provide with the infrastructure, to whom it must provide them, and at what price; and

The grantor controls through ownership, beneficial entitlement or otherwise any significant residual interest in the infrastructure at the end of the term of the arrangement. Infrastructure used in a public-to-private service concession arrangement for its entire useful life (a whole of life asset) is within the scope of IFRIC 12 if the conditions in a) are met.

Under concession arrangements within the scope of IFRIC 12, which comply with the "financial asset" model requirements, the operator recognizes a contract asset, attracting revenue in consideration for the services it provides (design, construction, etc.), to the extent that it has an unconditional contractual right to receive cash or another financial asset from or at the direction of the grantor for the construction services; the grantor has little, if any, discretion to avoid payment, usually because the agreement is enforceable by law. The Group has an unconditional right to receive cash if the grantor contractually guarantees to pay the Group (a) specified or determinable amounts or (b) the shortfall, if any, between amounts received from users of the public service and specified or determinable amounts, even if payment is contingent on the Group ensuring that the infrastructure meets specified quality or efficiency requirements. This model is based on input assumptions such as budgets and cash flow forecasts. Any change in these assumptions may have a material impact on the measurement of the recoverable amount and could result in reducing the value of the asset. Such contract assets are recognized in the consolidated statement of financial position in an amount corresponding to the fair value of the infrastructure on first recognition and subsequently at amortized cost less impairment losses. The receivable is settled by means of the grantor's payments being received. The financial income calculated on the basis of the effective interest rate, equivalent to the project's internal rate of return, is reflected within the "Revenue from concession and finance lease assets" line in note 4.2. Cash outflows relating to the acquisition of contract assets under concession agreements are presented as part of cash flow from investing activities. Net cash inflows generated by the contract assets' operations are presented as part of cash flow from operating activities.

For purchase power arrangements, revenue for service income is generally recognized as billed after excluding the portion of the payment that is allocated to cover the return on financial assets arising from service concession arrangements as described above. We have therefore not disclosed the transaction price allocated to unsatisfied contracts based as permitted by paragraph 121 of IFRS 15.

Share-based compensation plans

The share-based payment charge arises from the Long Term Incentive Plan (LTIP) and the Private Incentive Plan (PIP). The PIP scheme is applicable to senior executives whilst the LTIP scheme is applicable to senior executives and senior and middle management. Shares issued under the schemes vest subject to continued employment within the Group and satisfaction of the non-market performance conditions. Employees leaving prior to the vesting date will normally forfeit their rights to unvested share awards. The fair value of the awards is measured using the market value at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis together with a corresponding increase in equity over the vesting period, based on the Group's estimate of the number of awards that will vest, and adjusted for the effect of non-market-based vesting conditions.

Acquisition related items

Acquisition related items include pre-acquisition costs such as various professional fees and due diligence costs, earn-outs and other related incremental costs incurred as part of completed or contemplated acquisitions.

Finance income and finance costs

Finance income primarily consists of interest income on funds invested. Finance costs primarily comprise interest expense on borrowings, unwinding of the discount/step up on financial and contract assets and provisions, interests and penalties that arise from late payments of suppliers or taxes, bank charges, differences between the historically estimated and actual dividends of the debt payable to non-controlling interests in our Bulgarian power plant, changes in the fair value of derivatives not qualifying for hedge accounting and net foreign exchange gains and losses.

Intangible assets and goodwill

Goodwill

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash generating units ("CGUs"), or groups of CGUs that is expected to benefit from the synergies of the combination. Each unit or group of units represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. A CGU is determined as a group of assets at a country level using shared technology which is typically the case for solar and wind assets.

The reporting units (which generally correspond to power plants) or group of reporting units have been identified as its cash-generating units.

Goodwill impairment reviews are undertaken at least annually.

Intangible assets

Intangible assets include licenses, permits, contracts, project development rights when specific rights are acquired and software. Intangible assets separately acquired in the normal course of business are recorded at historical cost, and intangible assets acquired in a business combination are recognized at fair value at the acquisition date. When the power plant achieves its commercial operations date, the related intangible assets are amortized using the straight-line method generally over the life of the PPA or over the duration of the permits, licenses and contracts granted, generally over 15 to 20 years (excluding software). Software is amortized over 1 to 3 years.

Property, plant and equipment

Initial recognition and subsequent measurement

Property, plant and equipment are stated at historical cost, less depreciation and impairment, or at fair value at the acquisition date if acquired in the context of a business combination. Historical cost includes an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, when the entity has a present legal or constructive obligation to do so. In the context of a business combination the fair value valuation is usually based on an income-approach based method.

Property, plant and equipment recognized as right-of-use assets under IFRS 16 are measured at cost less depreciation, impairment and adjustments to certain remeasurements of the lease liability.

Costs relating to major inspections and overhauls are capitalized and any remaining carrying amount of the cost of the previous overhaul is derecognized when new expenditure is capitalized. Minor replacements, repairs and maintenance, including planned outages to our power plants that do not improve the efficiency or extend the life of the respective asset, are expensed as incurred.

The Group capitalizes certain direct pre-construction costs associated with its power plant project development activities when it has been determined that it is more likely than not that the opportunity will result in an operating asset. Factors considered in this determination include (i) the availability of adequate funding, (ii) the likelihood that the Group will be awarded the project or the barriers are not likely to prohibit closing the project, and (iii) there is an available market and the regulatory, environmental and infrastructure requirements are likely to be met. Capitalized pre-construction costs include initial engineering, environmental and technical feasibility studies, legal costs, permitting and licensing and direct internal staff salary and travel costs, among others. Pre-construction costs are expensed if a project is abandoned or if the conditions stated above are not met.

Construction work in progress ("CWIP") assets are transferred out of CWIP when construction is substantially completed and the power plant achieves its commercial operations date ("COD"), at which point depreciation commences.

Borrowing costs directly attributable to construction of a qualifying assets are capitalized during the period of time that is required to complete and prepare the asset for its intended use.

Depreciation

Property, plant and equipment are depreciated to their estimated residual value using the straight-line method over the following estimated useful lives:

 

Useful lives as of December 31, 2020 and 2021

Power plant assets

 

Lignite, coal, gas, oil, biomass power plants

3 to 32 years

Hydro plants and equipment

24 to 40 years

Wind farms

16 to 25 years

Tri and quad-generation combined heat power plants

15 to 23 years

Solar plants

11 to 20 years

Other

3 to 10 years

Useful economic lives have been updated to reflect the lives of plants from the date of acquisition by the Group.

"Generation plants and equipment" and "Other property, plant and equipment" categories are presented respectively under "Power plant assets" and "Other" in note 4.10.

See below for the Group's depreciation policy on right-of-use assets.

The range of useful lives is due to the diversity of the assets in each category, which is partly due to acquired assets and from assets groupings.

The residual values and useful lives are reviewed at least annually taking into account a number of factors such as operational and technical risks, and risks linked to climate change (for example from emerging government policies) and if expectations differ from previous estimates, the remaining useful lives are reassessed and adjustments are made. In the case of assets acquired as part of a business combination, the remaining useful lives are assessed at the acquisition dates by performing technical due diligence procedures.

Where a power purchase agreement ("PPA") acquired as part of business combination is deemed to contain an operating lease, the company depreciates separately the amounts reflected in the acquired fair value of that Property Plant & Equipment that are attributable to favorable or unfavorable lease terms relative to market terms. Such amounts are depreciated over the term of the related PPA (2 to 12 years).

 

Leases

The Group applies IFRS 16 'Leases' and leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.

Accounting for a lease as a lessee - Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

fixed payments (including in-substance fixed payments), less any lease incentives receivable;

variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date;

amounts expected to be payable by the Group under residual value guarantees;

the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and

payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, the Group applied a single discount rate to a portfolio of leases with reasonably similar characteristics.

The Group is exposed to potential future increases in variable lease payments which are linked to gross revenues or based on an index or rate. No right of use assets or corresponding lease liability is recognized in respect of variable consideration leases which are linked to gross revenues. Variable lease payments that depend on gross revenues are recognized in the statement of income in the period in which the related revenue is generated.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost comprising the following:

the amount of the initial measurement of lease liability;

any lease payments made at or before the commencement date less any lease incentives received;

any initial direct costs; and

restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life.

Payments associated with short-term leases (less than 12 months) of equipment and vehicles and all leases of low-value assets are recognized on a straight-line basis as an expense in the statement of income.

Accounting for arrangements that contain a lease as lessor - PPA's and other long-term contracts may contain, or may be considered to contain, leases where the fulfilment of the arrangement is dependent on the use of a specific asset such as a power plant and the arrangement conveys to the customer the right to use that asset. Such contracts may be identified as either operating leases or finance leases.

(i) Accounting for finance leases as lessor

Where the Group determines that the contractual provisions of a long-term PPA contain, or are, a lease and result in the offtaker assuming the principal risks and rewards of ownership of the power plant, the arrangement is a finance lease. Accordingly the assets are not reflected as property, plant and equipment and the net investment in the lease, represented by the present value of the amounts due from the lessee is recorded within financial assets as a finance lease receivable.

The capacity payments as part of the leasing arrangement are apportioned between minimum lease payments (comprising capital repayments relating to the plant and finance income) and service income. The finance income element is recognized as revenue, using a rate of return specific to the plant to give a constant rate of return on the net investment in each period. Finance income and service income are recognized in each accounting period at the fair value of the Group's performance under the contract.

(ii) Accounting for operating leases as lessor

Where the Group determines that the contractual provisions of the long-term PPA contain, or are, a lease, and result in the Group retaining the principal risks and rewards of ownership of the power plant, the arrangement is an operating lease. For operating leases, the power plant is, or continues to be, capitalized as property, plant and equipment and depreciated over its useful economic life. Rental income from operating leases is recognized on an output basis over the term of the arrangement.

Impairment of non-financial assets

Assets that are subject to depreciation or amortization are reviewed annually for indicators of impairment where events or changes in circumstances indicate that carrying values may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal (market value) and value in use determined using estimates of discounted future net cash flows of the asset or group of assets to which it belongs. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units).

Financial assets

Classification of financial assets

The Group classifies its financial assets in the following categories: at fair value through statement of income and at amortized cost.

a) Financial assets at fair value through statement of income

Financial assets have been acquired principally for the purpose of selling, or being settled, in the short term. Financial assets at fair value through statement of income are "Cash and cash equivalents" when held in money market funds and derivatives held for trading unless they are designated as hedges.

b) Financial assets held at amortized cost

These financial assets are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, and are measured at amortized cost. They are included in current assets, except those that mature greater than 12 months after the end of the reporting period, which are classified in non-current assets. The Group's financial assets and amortized costs comprise "Trade and other receivables", "Financial and contract assets" and "Cash and cash equivalents" that are not required to be carried at fair value through statement of income in the consolidated statement of financial position.

The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows.

Recognition and measurement

Purchases and sales of financial assets are recognized on trade date (that is, the date on which the Group commits to purchase or sell the asset).

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through statement of income, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through the statement of income are expensed in the consolidated statement of income and other comprehensive income. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

a) Financial assets at fair value through statement of income

Gains or losses on financial assets at fair value through statement of income are recognised in the consolidated statement income and other comprehensive income. These are presented within finance income and finance costs respectively.

b) Financial assets held at amortized cost

These financial assets are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, and are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in finance income or finance costs.

 

Impairment

The Group assesses, on a forward-looking basis, the expected credit losses associated with its financial assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

Allowances for expected credit losses are made based on the risk of non-payment taking into account ageing, previous experience, economic conditions, existing insurance policies and forward looking data. Political risk insurance (PRI) policies are factored into this assessment due to being closely related insurance policies for which cash flows have been factored into the expected credit loss calculations (including risk of default on insurance provider) and presented on a net basis. Such allowances are measured as either 12-months expected credit losses or lifetime expected credit losses depending on changes in the credit quality ofthe counterparty.

While the financial assets of the Group are subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial.

The Group has three types of financial assets that are subject to the expected credit loss model:

(1) Trade and other receivables

(2) Financial and contract assets

(3) Other financial assets

While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, no impairment loss has been identified.

Derivative financial instruments and hedging activities

Derivative instruments are measured at fair value upon initial recognition in the consolidated statement of financial position and subsequently are re-measured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged.

Derivative instruments are presented according to their maturity date, regardless of whether they qualify for hedge accounting under IFRS 9 (hedging instruments versus trading instruments). Derivatives are classified as a separate line item in the consolidated statement of financial position.

As part of its overall foreign exchange and interest rate risk management policy, the Group enters into various hedging transactions involving derivative instruments.

The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.

In connection with the Group's hedging policy, the Group uses forward exchange contracts for currency risk management as well as foreign exchange options.

The Group also hedges particular risks associated with the cash flows of recognized assets and liabilities and highly probable forecast transactions (cash flow hedges). Notably, the Group uses interest rate swap contracts for interest rate risk management in order to hedge certain forecasted transactions and to manage its anticipated cash payments under its variable rate financing by converting a portion of its variable rate financing to a fixed rate basis through the use of interest rate swap agreements, and a cross currency swap contract for both currency and interest rate risk management.

The Group can also hedge specific risks identified such as exposure to energy spot price for example, in the case of the CHP Mexico fixed margin swap which protects certain power purchase agreements against variations in the CFE tariffs.

 

Items qualifying as hedges

The Group formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking hedge transactions and the method used to assess hedge effectiveness. Hedging transactions are expected to be highly effective in achieving offsetting changes in cash flows and are regularly assessed to determine that they actually have been highly effective throughout the financial reporting periods for which they are implemented.

When derivative instruments qualify as hedges for accounting purposes, as defined in IFRS 9 'Financial instruments', they are accounted for as follows:

a) Cash flow hedges that qualify for hedge accounting

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in the cash flow hedge reserve within equity and through the consolidated statement of other comprehensive income ("OCI"). The gain or loss relating to the ineffective portion is recognized immediately within the consolidated statement of income. Amounts recognized directly in OCI are reclassified to the consolidated statement of income when the hedged transaction affects the consolidated statement of income.

If a forecast transaction or firm commitment is no longer expected to occur, amounts previously recognized in OCI are reclassified to the consolidated statement of income as finance income or finance costs.

If a hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, amounts previously recognized in OCI remain in accumulated OCI until the forecast transaction or firm commitment occurs, at which point they are reclassified to the consolidated statement of income.

b) Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognized immediately in profit or loss and are included in net foreign exchange (losses) and gains and change in fair value of derivatives.

In connection with the Group's hedging policy, the Group uses forward exchange contracts for currency risk management as well as foreign exchange options, interest rate swap contracts for interest rate risk management in order to hedge certain forecasted transactions and to manage its anticipated cash payments under its variable rate financing by converting a portion of its variable rate financing to a fixed rate basis through the use of interest rate swap agreements, and a cross currency swap contract for both currency and interest rate risk management.

Inventories

Inventories consist primarily of power generating plant fuel, non-critical spare parts that are held by the Group for its own use and emission quotas (see below). Inventories are stated at the lower of cost, using a first-in, first-out method, and net realizable value, which is the estimated selling price in the ordinary course of business, less applicable selling expenses.

 Emission quotas

Some companies of the Group emit CO2 and have as a result obligations to buy emission quotas on the basis of local legislation. The emissions made by the companies emitting CO2 which are in excess of any allocated quotas are purchased at free market price and shown as inventory before their effective use. If emissions are higher than allocated quotas, the companies recognizes an expense and respective liability for those emissions at prevailing market value. At the end of each reporting period, CO2 quotas that remain available to the companies are revalued at the lower of costs or prevailing market value.

The Group presents the quotas in Inventory which reflects the fact that the cost to purchase the quotas is part of the production cost and linked to the production output rather than the plant itself. The quotas directly contribute to revenue as the cost of quotas is billed on to the customer as a pass-through cost. The Group expects to realize the asset within 12 months after the year end.

Trade receivables

Trade receivables are recognized initially at transaction cost, which is usually the invoiced amount, and subsequently carried at amortized cost using the effective interest method, less provision for impairment. Details about the Group's impairment policies for financial assets and the calculation of the provision for impairment are provided in note 4.13.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and current balances with banks and similar institutions and short-term investments, all of which are readily convertible to cash and are subject to insignificant risk of changes in value and have an original maturity of three months or less. Bank overdrafts are included within current borrowings. Cash and cash equivalents also includes cash deposited on accounts to cover for short-term debt service of certain project financings and which can be drawn for short term related needs. Money market funds comprise investments in funds that are subject to an insignificant risk of changes in fair value.

Maintenance reserves held for the purpose of covering long-term major maintenance and long-term deposits kept as collateral to cover decommissioning obligations are excluded from cash and cash equivalents and included in non-current assets.

Share capital and share premium

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds.

The premium received on the issue of shares in excess of the nominal value of shares is credited to the share premium account and included within shareholders' equity.

Treasury shares

At year end, the Group's treasury shares are included under "Treasury shares" in the consolidated statement of financial position and are measured at acquisition cost.

The gains and losses obtained on disposal of treasury shares are recognized in "Other reserves" in the consolidated statement of financial position.

The Group buys and sells treasury shares in accordance with the prevailing law and the resolutions of the General Shareholders' Meeting. Such transactions include sale and purchase of company shares.

Financial liabilities

a) Borrowings

Borrowings are recognized initially at fair value of amounts received, net of transaction costs. Borrowings are subsequently measured at amortized cost using the effective interest method; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the consolidated statement of income over the period of the borrowings using the effective interest method.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, canceled or expires.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

b) Trade and other payables

Financial liabilities within trade and other payables are initially recognized at fair value, which is usually the invoiced amount, and subsequently carried at amortized cost using the effective interest method.

Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period.

Unless otherwise stated, carrying value approximates to fair value for all financial liabilities.

 

Provisions

Provisions principally relate to decommissioning, maintenance, environmental, tax and legal obligations and which are recognized when there is a present obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated.

Provisions are re-measured at each statement of financial position date and adjusted to reflect the current best estimate. Any change in present value of the estimated expenditure attributable to changes in the estimates of the cash flow or the current estimate of the discount rate used are reflected as an adjustment to the provision. Any increase in the provisions due to passage of time are recognized as finance costs in the consolidated statement of income.

Current and deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognized in the consolidated statement of income, except to the extent that it relates to items recognized in other comprehensive income. In this case, the tax is also recognized in other comprehensive income.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the statement of financial position date in the countries where the Group and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.

Deferred income tax is recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred income tax is not recognized if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilized.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

2.4. Critical accounting estimates and judgments

The preparation of the consolidated financial statements in line with the Group's accounting policies set out in note 2.3 involves the use of judgment and/or estimation. These judgments and estimates are based on management's best knowledge of the relevant facts and circumstances, giving consideration to previous experience, and are regularly reviewed and revised as necessary. Actual results may differ from the amounts included in the consolidated financial statements. The estimates and judgments that have the most significant effect on the carrying amounts of assets and liabilities are presented below.

Critical accounting judgments

Accounting for long-term power purchase agreements and related revenue recognition

When power plants sell their output under long-term power purchase agreements ("PPA"), it is usual for the operator of the power plant to receive payment (known as a capacity payment) for the provision of electrical capacity whether or not the offtaker requests electrical output. In assessing the accounting for the PPA, there may be a degree of judgement as to whether a long-term contract to sell electrical capacity constitutes a service concession arrangement, a form of lease, or a service contract. This determination is made at the inception of the PPA, and is not required to be revisited in subsequent periods under IFRS, unless the agreement is renegotiated.

Given that the fulfilment of the PPAs is dependent on the use of a specified asset, the key judgement in determining if the PPA contains a lease is the assessment of whether the PPA conveys a right for the offtaker to obtain substantially all the economic benefit from the asset and whether the offtaker has the right to direct the use of the asset throughout the period of use.

In assessing whether the PPA contains a service concession, the Group considers whether the arrangement (i) bears a public service obligation; (ii) has prices that are regulated by the offtaker; and (iii) the residual interest is transferred to the offtaker at an agreed value.

All other PPAs are determined to be service contracts.

Concession arrangements - For those agreements which are determined to be a concession arrangement, there are judgements as to whether the infrastructure should be accounted for as an intangible asset or a financial asset depending on the nature of the payment entitlements established in the agreement.

Concession arrangements determined to be a financial asset - The Group recognizes a financial asset when demand risk is assumed by the grantor, to the extent that the contracted concession holder has an unconditional right to receive payments for the asset. The asset is recognized at the fair value of the construction services provided. The fair value is based on input assumptions such as budgets and cash flow forecasts, future costs include maintenance costs which impact the overall calculation of the estimated margin of the project. The inputs include in particular the budget for fixed and variable costs. Any change in these assumptions may have a material impact on the measurement of the recoverable amount and could result in reducing the value of the asset. The financial asset is subsequently recorded at amortized cost calculated according to the effective interest rate method. Revenue for operating and managing the asset is recorded as revenue in each period.

Leases - For those arrangements determined to be or to contain leases, further judgement is required to determine whether the arrangement is finance or operating lease. This assessment requires an evaluation of where the substantial risks and rewards of ownership reside, for example due to the existence of a bargain purchase option that would allow the offtaker to buy the asset at the end of the arrangement for a minimal price. Judgement has been applied based on the significance of the life of the asset remaining and the remaining net book value of the asset at the end of the lease term.

The accounting for long-term power purchase agreements was considered during the year for the acquisition of the Western Generation portfolio. Three assets PPA's were identified as containing operating leases and have been accounted for accordingly.

Assessing property, plant and equipment and intangible assets for impairment triggers

The Group's property, plant and equipment and intangible assets are reviewed for indications of impairment (an impairment "trigger"). Judgement is applied in determining whether an impairment trigger has occurred, based on both internal and external sources. External sources may include: market value declines, negative changes in technology, markets, economy, impact of climate changes or laws. Internal sources may include: obsolescence or physical damage, or worse economic performance than expected, including from adverse weather conditions for renewable plants.

The Group also considers the end date of the PPAs as part of the impairment indicator analysis and assesses if the market conditions are significantly adverse such that the expiry of the PPA indicates an impairment trigger. The Group has notably considered the ending date of the PPAs in Arrubal and Maritsa ending in July 2021 and February 2024 respectively and concluded that these do not constitute an impairment indicator considering the current economic conditions in their respective market. This conclusion was reached on Maritsa taking into consideration the forecast cash flow during the remaining PPA period to February 2024 which covers the significant majority of the year end balance sheet value. As such only an immaterial amount of net cash inflows are needed in the post PPA period for the carrying value of PP&E to be supported, resulting in no impairment indicators identified. For Arrubal, the performance of the business in the post PPA period has been such that no impairment indicators are noted.

In the current year the Group performed climate change scenario analysis as part of the TCFD disclosures on a selection of assets across the portfolio, covering 55% and 60% of the Group's Adjusted EBITDA and Revenue respectively. A detailed risk assessment was performed, after which scenarios were modelled to consider the potential impact of climate related risks over the life of the assets. We considered whether any of the results of the TCFD scenario analysis could result in an indicator of impairment, including whether factors driven by climate change could result in a change in the useful life. Whilst there are a number of assumptions inherent in long term economic forecasting that underpins the scenario analysis, the Group's PPA arrangements typically provide mechanisms to protect against movements in market prices for energy and carbon over the duration of the PPA. Beyond the PPA period, the scenario analysis indicated that there was also not a material impact to any of the assets modelled. As such, no indicators of impairment were identified.

Provisions for claims

The Group receives legal or contractual claims against it from time to time, in the normal course of business. The Group considers external and internal legal counsel opinions in order to assess the likelihood of loss and to define the defense strategy. Judgments are made as to the potential likelihood of any claim succeeding when making a provision or disclosing a contingent liability. The timeframe for resolving legal or contractual claims may be judgmental, as is the amount of possible outflow of economic benefits.

The main judgments are related to the litigations disclosed in the note 4.32, such as the Kivuwatt arbitration, and the Togo claim, and as disclosed below related to Mexico.

Functional currency of the assets

The Group operates in various countries and performs an analysis of the functional currency of each operating asset considering the IAS 21 standard requirements. In some countries, the functional currency of the operating asset may differ from the local currency when the primary indicators (such as sales and cash inflows and expenses and cash outflows) are influenced by a currency which is not the local currency.

Cash generating units ("CGUs")

A CGU is defined as the asset or smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. In the case of Solar and Wind assets, typically a group of assets at a country level using shared technology is identified as a CGU.

Judgments are made in allocating each reporting unit (which generally correspond to power plants) or group of reporting units to CGUs. The Group notably considers that the assessment of the independence of cash flows involves consideration of the business transactions or financing relationship between the reporting units and how management makes decisions about continuing or disposing of the entity's assets and operations.

The definition of the CGU is critical for the purpose of assessing impairment indicators and performing impairment testing.

Regulatory changes in Mexico

Change in wheeling charges

During June 2020 the Mexican government announced certain changes to the Legado regime which would result in significant increases to wheeling fees. The Company filed an Amparo lawsuit against these changes, claiming the increases to be unconstitutional, which was upheld in May 2021. An appeal has been filed which is subject to review of the higher court. If the final judgement approves these changes to Legado rights, then under the majority of the current PPAs in place, these increased charges would be passed through to offtakers, resulting in limited impact to the cashflows of the Company during the PPA period. However, such increases in charges would impact the cash flows generated in Mexico during the post PPA period or from renewal of PPAs. The Company has analyzed these potential changes to the Legado rights, and, based on the successful granting of Amparo in May 2021 and on an external legal opinion that confirmed the changes as unconstitutional and therefore unlikely to be sustained, concluded that those changes do not constitute an indication of impairment (impairment "trigger") as per IAS 36 as of December 31, 2021. The Group will continue to monitor future changes in regulation in Mexico and the potential impact on its operations.

Amendment to permit modification

In October 2020, CRE (Energy Regulatory Commission) issued a new resolution amending the general administrative rules to modify and transfer the "Legado" permits. This amendment included additional restrictions on including new offtakers in the "Legado" permits. The Resolution 1094 is expected to be used by CRE to reject the permit modifications required for expanding the offtakers and the load points in the "Legado" permits. The Company filed an Amparo against these changes, claiming them to be unconstitutional which was successfully granted in June 2021. Given the Amparo remains in place and having taken legal advice the Company has concluded that those changes do not constitute an indication of impairment as at December 31, 2021.

Power industry law (Ley de la Industria Eléctrica - LIE)

On 10 March 2021, the Mexican Government enacted reform of the Electricity Sector Act (Ley de la Industria Eléctrica the "LIE reform"). One of the proposed changes under the LIE reform is to modify the order in which electricity produced by power plants such as our assets in Mexico ("CGA" and "CELCSA") is dispatched to the National Electricity System ("Dispatch Order"), which would favor the state-owned or operated power plants and may have an adverse impact on future revenues and profits of ContourGlobal's Mexican assets. CGA and CELCSA both filed an Amparo lawsuit against this LIE reform. The Mexican First District Court has granted CGA and CELCSA an injunction against the LIE. This injunction prevents the application and implementation of the challenged provisions by the relevant authorities. As of the Latest Practicable Date, the appeals file by the Mexican authorities against the admission of the Amparo claim and injunction of CGA are pending decision of the court. For CELCSA the appeal against admission of the Amparo claim is pending, but the Mexican Second Specialized Circuit Court revoked the definitive injunction on 15 July 2021 on the grounds that there was no immediate harm to it as a result of the LIE reform; any harm would be by subsequent acts of CRE to try to revoke the cogeneration self-supply permit, and/or by the relevant authorities to change the dispatch order; both of which are uncertain and have not occurred yet.

Given there has been no direct impact of the LIE reform to date and that there are a number of legal matters that are still to be resolved, management has concluded that these potential changes do not constitute an indication of impairment (impairment "trigger") as per IAS 36 as of December 31, 2021.

Kosovo e Re project arbitration

On 24 May 2020, ContourGlobal Kosovo LLC ("CG Kosovo"), a wholly-owned subsidiary within the ContourGlobal Group, sent a notice of termination to the Government of Kosovo (represented by the Ministry of Economy and Environment of the Government of Kosovo) (the "GoK") and other publicly owned entities, namely Kosovo Energy Corporation, J.S.C., New Kosovo Electric Company J.S.C., HPE Ibër-Lepenc, J.S.C.and Operator Sistemi, Transmission Dhe Tregu -KOSTT, SH.A., under various project documents entered into with each of those entities in respect of a project whereby CG was to build a coal-fired power plant in Kosovo. The notice of termination was sent as a result of the failure of the above-mentioned entities to meet certain obligations and conditions precedent under such project documents, which prevented the project from meeting certain required milestones by its scheduled closing date and therefore meant the project could not go forward.

On 25 September 2020, CG Kosovo sent a formal written notice of dispute under the project documents seeking recovery of costs incurred to date, as anticipated and set out in the project contract document and capped at €19.7 million ($22.1 million) plus interest for late payment, to which CG Kosovo is entitled where the termination of the project is attributable to failures by GoK and/or the relevant publicly owned entities. On 19 November 2020, CG Kosovo filed a request for arbitration with ICSID. The arbitration proceedings are ongoing.

As of 31 December 2021, €19.7 million ($22.4 million) of recoverable development costs are presented in Other non-current assets. The recovery of this asset is likely to depend on the outcome of the arbitration proceedings and so is subject to some degree of judgement. The Group believes it will be able to demonstrate that the project failed to close for reasons attributable to the GoK and/or the relevant publicly owned companies, which is the key judgement that supports the recognition of the asset.

Assets held for sale and discontinued operations

Where a disposal group is undergoing a sale process, we consider whether or not the disposal group meets the definition of assets held for sale and discontinued operations. During the second half of 2021 a sale process was initiated for the Brazil Hydro and Brazil Wind asset portfolios. At year end we assessed whether these asset portfolios should be classified as held for sale.

At year end the Brazil Hydro portfolio sale had progressed to a stage where it was considered to be available for sale in its present condition and the sale is highly probable and as such was classified as held for sale. The Brazil Hydro portfolio however does not represent a major line of business or geographical area of operations and as such is not a discontinued operation. Refer to note 4.35 for further developments subsequent to year end.

The Brazil Wind portfolio was not classified as held for sale at year end. This was due to the uncertainties associated with the structure of the transaction resulting in the highly probable criteria not being met.

Critical accounting estimates

Estimation of useful lives of property, plant and equipment

Property, plant and equipment represents a significant proportion of the asset base of the Group, primarily due to power plants owned, being 63.2% (2020: 55.3%) of the Group's total assets. Estimates and assumptions made to determine their carrying value and related depreciation are significant to the Group's financial position and performance. The annual depreciation charge is determined after estimating an asset's expected useful life and its residual value at the end of its life. The useful lives and residual values of the Group's assets are determined by management at the time the asset is acquired and reviewed annually for appropriateness. The Group derives useful economic lives based on experience of similar assets, including use of third party experts at the time of acquisition of assets, and these lives may exceed the period covered by contracted power purchase agreements.

Emerging governmental policies are also considered when reviewing the appropriateness of useful economic lives, including whether asset life assessments could be impacted by factors arising from climate transition or other regulatory and market factors. This includes consideration of government energy transition policies, and how our thermal assets are expected to be used, in particular to provide a secure supply during a medium to long-term transition to renewables. During the year, the useful life of two assets was revised, one increased and one decreased as a result of consideration of the expected economic life.

A decrease in the average useful life by one year in power plant assets would result in a decrease in the net book value of $21.1 million (2020: $13.8 million).

Recoverable amount of property, plant and equipment and intangible assets

Where an impairment trigger has been identified (see critical accounting judgements section), the Group makes significant estimates in its impairment evaluations of property, plant and equipment and intangible assets. The determination of the recoverable amount is typically the most judgmental part of an impairment evaluation. The recoverable amount is the higher of (i) an asset's fair value less costs of disposal (market value), and (ii) value in use determined using estimates of discounted future net cash flows ("DCF") of the asset or group of assets to which it belongs.

Management applies considerable judgment in selecting several input assumptions in its DCF models, including discount rates and capacity / availability factors. These assumptions are consistent with the Group's internal budgets and forecasts for such valuations. Examples of the input assumptions that budgets and cash-flow forecasts are sensitive to include macroeconomic factors such as growth rates, inflation, exchange rates, and, in the case of renewables plants, environmental factors such as wind, solar and water resource forecast. Any changes in these assumptions may have a material impact on the measurement of the recoverable amount and could result in impairing the tested assets.

 Emerging governmental policies are also considered when determining the recoverable amount of property, plant and equipment and intangible assets including the impact on DCF models arising from climate transition or other regulatory and market factors. We consider future forecasts of the key inputs to the cashflow models, such as energy, fuel and carbon pricing and whether these result in a change in useful life. Typically, during the PPA period our assets are insulated from these market risks through fixed energy pricing and the ability to pass through variations in fuel and carbon costs, hence where relevant we consider the impact on cash flows in the post PPA period

In 2021 no indicators of impairment have been identified and as such no impairment evaluation has been performed.

 

Fair value of assets acquired and liabilities assumed in a business combination

Business combinations are recorded in accordance with IFRS 3 using the acquisition method. The Group estimates the excess purchase price in accordance with IFRS3 as the difference of the consideration paid for the acquisition (including potential contingent consideration) and the net asset of the target company at the acquisition date.

Under this method, the identifiable assets acquired and the liabilities assumed are recognized at their fair value at the acquisition date. In the current year fair valuation assessments for business combination purposes have been performed in relation to the Western Generation and Green Hunter acquisitions in Note 3.1.

Therefore, through a number of different approaches and with the assistance of independent external valuation experts for acquisitions as considered appropriate by management, the Group identifies what it believes is the fair value of the assets acquired and liabilities assumed at the acquisition date. These valuations involve the use of judgement and include a number of estimates. Judgement is exercised in identifying the most appropriate valuation approach which is then used to determine the allocation of fair value. Depending on which is most appropriate for the transaction, the Group typically uses one of the cost approach, the income approach and the market approach.

Judgement is exercised in identifying intangible assets, separately from property plant and equipment taking into consideration the intangible asset recognition criteria within IAS 38. Such an intangible was identified in the Western Generation acquisition, related to a purchase price agreement in place which met the definition of an intangible asset. Refer to note 3.1 for further details.

Each of these valuation approaches involve the use of estimates in a number of areas, including the determination of cash flow projections and related discount rates, industry indices, market prices regarding replacement cost and comparable market transactions. While the Group believes that the estimates and assumptions underlying the valuation methodologies are reasonable, different assumptions could result in different fair values. For the Western Generation acquisition, such estimates were made for each of the assets acquired which also impacted on how much of the acquisition value was allocated to each asset.

Fixed margin swap

Certain estimates are made in relation to the valuation of the fixed margin swap agreements held by CHP Mexico which protect certain power purchase agreements against variations in the CFE tariffs. The valuation of this derivative is based on a number of data points, which includes both factual inputs and estimates. Refer to note 4.15 for sensitivity analysis of this instrument.

3. Significant changes in the reporting period

3.1. 2021 transactions

Acquisition of a portfolio located in the United States and Trinidad and Tobago

On December 7th, 2020, the Group entered into an agreement to acquire a 1,502 MW portfolio of six contracted operating power plants located in the United States and Trinidad and Tobago from Western Generation Partners, LLC. The transaction closed on 18 February 2021.

The total consideration paid amounted to $646.1 million.

On a consolidated basis, had this acquisition taken place as of 1 January 2021, the Group would have recognized consolidated revenue of $2,181.5 million, Adjusted EBITDA of $849 million and consolidated net profit of $81.2 million for the year ended 31 December 2021. From the acquisition date on 18 February 2021 to December 31, 2021, this acquisition contributed to consolidated revenue, Adjusted EBITDA and net profit of $206.9 million, $84.5 million and $10.3 million respectively.

The determination of fair value of assets acquired and liabilities assumed at acquisition date are:

 

In $ millions

Acquired book values

Fair value adjustments

Fair value of assets and liabilities acquired

Property, plant and equipment

284.4

615.7

900.1

Intangible assets

214.0

(182.6)

31.4

Goodwill

27.8

(24.3)

3.5

Other assets

95.4

(4.4)

91.0

Cash and cash equivalents

19.4

-

19.4

Total assets

641.0

404.4

1,045.4

Borrowings

222.5

40.8

263.3

Deferred tax liabilities

19.5

9.2

28.7

Other liabilities

85.2

22.0

107.2

Total liabilities

327.2

72.0

399.2

Total net identifiable assets

 

 

646.1

Net purchase consideration

 

 

646.1

The Group has determined the fair value of assets acquired and liabilities assumed at acquisition date with the support of an external independent valuation expert leading to the following recognition:

A decrease in the book value of intangible assets of $182.6 million due to the fair value of the power purchase agreements and tolling agreements under operating leases being classified as property, plant and equipment. The valuation of the power purchase agreements and tolling agreements recognized as intangible assets of $31.4 million at one US asset is based on a with or without method which reflects the benefit of having the agreements in place. For the asset in Trinidad and Tobago, the power purchase agreement is not separately identifiable from the tangible asset and therefore does not qualify as a separate identifiable intangible asset.

An increase in the book value of PP&E of $615.7 million to reflect the fair value of these assets at acquisition based on an income approach method. This includes $235.8 million relating to the incremental fair value of power purchase agreements classified as operating leases.

An increase in the book value of the Senior Secured Notes in Lea Power of $40.8 million to reflect the fair value of this liability at acquisition based on an income approach method.

An increase in the asset retirement obligation of $22.0 million and a net increase in deferred tax liability of $9.2 million.

Acquisition of a Solar portfolio in Italy

On June 4, 2021 the Group entered into an agreement with a group of private shareholders to acquire a 100% of shares of Green Hunter Group Sarl, the parent entity of a portfolio of solar photovoltaic assets totaling 18 MW located in Italy. The transaction completed on November 23 2021. The Group's effective shareholding of the Green Hunter Group is 51%.

The total consideration paid amounted to €30.1 million ($33.9 million).

On a consolidated basis, had this acquisition taken place as of 1 January 2021, the Group would have recognized consolidated revenue of $2,161.6 million, Adjusted EBITDA of $850.7 million and consolidated net profit of $81.6 million for the year ended 31 December 2021. From the acquisition date on 23 November 2021 to 31 December 2021, this acquisition contributed to consolidated revenue, Adjusted EBITDA and net profit of $0.7 million, $0.3 million and $nil million respectively.

The preliminary determination of the fair value of assets acquired and liabilities assumed at acquisition date are:

 

In $ millions

 

Intangible assets

0.3

Property, plant and equipment

56.5

Other assets

5.3

Cash and cash equivalents

6.1

Total assets

68.2

Borrowings

14.1

Deferred tax liabilities

5.2

Other liabilities

15.0

Total liabilities

34.3

Total net identifiable assets

33.9

Net purchase consideration

33.9

Goodwill

-

The Group has performed a preliminary determination of fair value of assets acquired and liabilities assumed at acquisition date leading to the following recognition:

An increase in the book value of PP&E of €19.0 million ($21.4 million) to reflect the fair value of these assets at acquisition based on an income approach method.

A net increase in deferred tax liability of €4.6 million ($5.2 million).

Brazil Hydro portfolio held for sale

As at 31 December 2021, given the advanced state of the sale negotiations the Brazil Hydro business, which is part of our Renewables segment, was classified as held for sale. The major classes of assets and liabilities within the disposal group are:

 

In $ millions

 

Intangible assets

23.0

Property, plant and equipment

123.9

Cash and cash equivalents

12.4

Trade and other receivables

15.9

Total assets

175.2

Borrowings non current

121.8

Borrowings current

14.7

Provisions non current

5.1

Other current liabilities

11.5

Total liabilities

153.1

On 20 January 2022 a definitive agreement was signed with Infraestutura Brasil Holding XVII S.A for the sale of the Group's Brazilian Hydro power plants for a total enterprise value of BRL 1.73 billion ($313 million). The Group expects to generate a gain from the disposal of these assets. The transaction is expected to complete during the second quarter of 2022, subject to completion of certain conditions under the sale agreement.

The entities relating to the Group's Brazilian Hydro disposal group are:

 

ContourGlobal do Brasil Participacoes SA

Galheiros Geração De Energia S.A.

Santa Cruz Power Corporation Usinas Hidroelétricas S.A

Goias Sul Geração De Energia S.A.

 

Rio PCG I S.A.

Bahia PCH I S.A.

Afluente Geração de Energia Eletrica S.A.

4. Notes to the consolidated financial statements

4.1. Segment reporting

The Group's reporting segments reflect the operating segments which are based on the organizational structure and financial information provided to the Chief Executive Officer, who represents the chief operating decision-maker ("CODM").

 

Thermal Energy for power generating plants operating from coal, lignite, natural gas, fuel oil and diesel. Thermal plants include Maritsa, Arrubal, Togo, Cap des Biches, KivuWatt, Energies Antilles, Energies Saint-Martin, Bonaire, Mexican CHP, US and Trinidad & Tobago assets and our equity investees (primarily Termoemcali and Sochagota). Our thermal segment also includes plants which provide electricity and certain other services to beverage bottling companies and other industries.

 Renewable Energy for power generating plants operating from renewable resources such as wind, solar and hydro in Europe and Latin America. Renewables plants include Asa Branca, Chapada I, II, III, Inka, Vorotan, Austria Portfolio 1 & 2, Spanish Concentrated Solar Power and our other European and Brazilian plants.

 The Corporate & Other category primarily reflects costs for certain centralized functions including executive oversight, corporate treasury and accounting, legal, compliance, human resources, IT and facilities management and certain technical support costs that are not allocated to the segments for internal management reporting purposes.

The CODM assesses the performance of the operating segments based on Adjusted EBITDA which is defined as profit for the period from continuing operations before income taxes, net finance costs, depreciation and amortization, acquisition related expenses, plus, if applicable, net cash gain or loss on sell down transactions (in addition to the entire full period profit from continuing operations for the business the sell down transaction relates to) and specific items which have been identified and material items where the accounting diverges from the cash flow and therefore does not reflect the ability of the assets to generate stable and predictable cash flows in a given period, less the Group's share of profit from non consolidated entities accounted under the equity method, plus the Group's pro rata portion of Adjusted EBITDA for such entities. In determining whether an event or transaction is adjusted, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence.

The Group also presents the Proportionate Adjusted EBITDA which is the Adjusted EBITDA calculated on a proportionally consolidated basis based on applicable ownership percentage. The Proportionate Adjusted EBITDA includes the net cash gain or loss on sell down transactions as well as the underlying profit from continuing operations for the business in which the minority interest sale relates to reflecting applicable ownership percentage going forward from the date of completion of the sale of a minority interest.

The Group considers that the presentation of Adjusted EBITDA and Proportionate Adjusted EBITDA enhances the understanding of ContourGlobal's financial performance, in regards to understanding its ability to generate stable and predictable cash flows from operations. Where applicable, the cash gain on sell down is also included to demonstrate the ability of the Group to sell down assets at a significant premium, which is a distinct activity from operational performance of the power plants. The Group also believes Adjusted EBITDA is useful to investors because it is frequently used by security analysts, investors, ratings agencies and other interested parties to evaluate other companies in our industry and to measure the ability of companies to service their debt.

The CODM does not review nor is presented a segment measure of total assets and total liabilities.

All revenue is derived from external customers.

Geographical information

The Group also presents revenue in each of the geographical areas in which it operates as follows:

Europe (including our operations in Austria, Armenia, Northern Ireland, Italy, Romania, Poland, Bulgaria, Slovakia and Spain)

Latin America which includes South America (including Brazil, Peru, Colombia), Mexico and Caribbean Islands (including Dutch Antilles, French Territory and Trinidad and Tobago)

United States of America

Africa (including Nigeria, Togo, Senegal and Rwanda)

 

Years ended December 31

 

In $ millions

2021

2020

Revenue

 

 

Thermal Energy

1,708.3

963.3

Renewable Energy

443.7

447.4

Total revenue

2,151.9

1,410.7

 

 

 

Adjusted EBITDA

 

 

Thermal Energy

541.3

420.9

Renewable Energy

334.7

332.0

Corporate & Other1

(34.5)

(30.9)

Total Adjusted EBITDA

841.5

722.0

 

 

 

Proportionate Adjusted EBITDA

692.3

568.7

Non controlling interests

149.2

153.3

Total Adjusted EBITDA

841.5

722.0

 

 

 

Reconciliation to profit before income tax

 

 

Depreciation, amortization and impairment (note 4.3.)

(399.2)

(311.6)

Net finance costs, foreign exchange gains and losses, and changes in fair value of derivatives (note 4.6)

(249.2)

(247.8)

Share of adjusted EBITDA in associates2

(27.0)

(19.9)

Share of profit in associates (note 4.12.)

16.2

12.3

Acquisition related items (note 4.5.)

(14.2)

(20.2)

Restructuring costs (note 4.3.)3

-

(5.2)

Private incentive plan4

-

(6.6)

Mexico CHP fixed margin swap5

5.5

(15.6)

Change in finance lease and financial concession assets6

(37.9)

(31.7)

Brazil Hydro concession extension7

5.5

-

Other

1.7

(3.4)

Profit before income tax

142.9

72.3

1. Corporate costs correspond to selling, general and administrative expenses before depreciation and amortization of $6.1 million (December 31, 2020: $5.3 million).

2. Corresponds to our share of Adjusted EBITDA of plants accounted for under the equity method (Sochagota and Termoemcali) which are reviewed by our CODM as part of our Thermal Energy segment.

3. Represents redundancy and staff-related restructuring costs.

4. Represents the private incentive plan as described in note 4.27. The private incentive plan ended 31 December 2020.

5. Reflects an adjustment to align the recognized earnings with the cash flows generated under the CHP Mexico fixed margin swap during the period as presented in the consolidated statement of cash flow as "Mexico CHP fixed margin swap".

6. Reflects an adjustment to align the recognized earnings with the cash flows generated under finance lease and financial concession arrangements which is presented in the consolidated statement of cash flow as "Change in finance lease and financial concession assets".

7. Reflects the non-cash gain recognized due to Generating Scaling Factor ("GSF") settlement in Brazil Hydro whereby a concession extension has been granted to compensate for historical GSF liability payments made prior to acquisition of the assets by ContourGlobal.

Cash outflows on capital expenditure

 

Years ended December 31

 

In $ millions

2021

2020

Thermal Energy

43.2

27.2

Renewable Energy

57.8

47.4

Corporate & Other

3.4

2.4

Total capital expenditure

104.4

77.0

Geographical information

The geographical analysis of revenue, based on the country of origin in which the Group's operations are located, and Adjusted EBITDA is as follows:

 

 

Years ended December 31

 

In $ millions

2021

2020

Europe1

1,302.5

840.9

Latin America2

530.5

444.5

United States

183.0

-

Africa

136.0

125.3

Total revenue

2,151.9

1,410.7

1. Revenue generated in 2021 in Bulgaria and Spain amounted to $706.9 million and $426.9 million respectively (December 31, 2020: $406.3 million and $296.9 million respectively).

2. Revenue generated in 2021 in Brazil and Mexico amounted to $140.2 million and $296.1 million respectively (December 31, 2020: $142.0 million and $211.5 million respectively).

 

Years ended December 31

 

In $ millions

2021

2020

Europe1

438.1

402.5

Latin America2

273.0

273.2

United States

84.6

-

Africa

80.3

77.2

Corporate & Other

(34.5)

(30.9)

Total Adjusted EBITDA

841.5

722.0

1. Adjusted EBITDA generated in 2021 in Bulgaria and Spain amounted to $127.8 million and $200.5 million respectively (December 31, 2020: $121.6 million and $189.0 million respectively).

2. Adjusted EBITDA generated in 2021 in Brazil and Mexico amounted to $93.8 million and $110.5 million respectively (December 31, 2020: $94.7 million and $104.9 million respectively).

The geographic analysis of non-current assets, excluding derivative financial instruments and deferred tax assets, based on the location of the assets, which are not presented to the CODM, is as follows:

 

 

December 31

 

In $ millions

2021

2020

Europe

1,941.3

2,151.1

Latin America

1,614.0

1,761.6

United States

773.8

-

Africa

370.3

405.4

Total non-current assets

4,699.6

4,318.1

 

4.2. Revenue

 

Years ended 31st December

 

In $ millions

2021

2020

Revenue from power sales1

1,801.3

1,191.4

Revenue from operating leases2

184.9

85.6

Revenue from concession and finance lease assets3

33.9

34.6

Other revenue4

131.8

99.1

Total revenue

2,151.9

1,410.7

 

Revenue from power sales and Other revenue are recognized under IFRS 15 and total $1,933.1 million in the year to December 31, 2021 (December 31, 2020: $1,290.5 million). Revenue from operating leases and revenue from concession and finance lease assets are recognized under IFRS 16 and IFRIC 12 respectively.

1. The increase in Revenue from power sales from $1,191.4 million to $1,801.3 million is mainly due to the February 2021 acquisition of the US and Trinidad and Tobago assets contributing $101.8 million, higher CO2 emissions revenue in in our Maritsa plant for $300.6 million, revenue increase in Arrubal for $138.9 million mainly due to trading optimization and positive spreads for burning additional gas and higher production and higher gas pass throughs at Mexico CHP contributing $84.6 million.

2. Revenue from operating leases mainly includes $55.1 million relating to our Solutions plants, $31.7 million relating to our Bonaire plant, $98.1 million relating to the acquisition of the US and Trinidad and Tobago assets and $nil million relating to our Energie Antilles plant in the year to December 31, 2021 (December 31, 2020: $43.2 million, $25.9 million, $nil and $16.6 million respectively).

3. Some of our main plants are operating under specific arrangements for which certain other accounting principles are applied as follows:

· Our Togo, Rwanda (Kivuwatt) and Senegal (Cap des Biches) plants are operating pursuant to concession agreements that are under the scope of IFRIC 12.

· Our Energies Saint Martin plant is operating pursuant to power purchase agreements that are considered to contain a finance lease.

4. Other revenue primarily relates to environmental, operational and maintenance services rendered to offtakers in our power plants in Bulgaria, Togo, Rwanda and Senegal.

The Group has one customer contributing more than 10% of Group's revenue (2020: one customer).

 

 

Years ended December 31

 

 

2021

2020

Customer A

32.8%

28.8%

4.3. Expenses by nature

 

Years ended December 31

 

In $ millions

2021

2020

Fuel costs

541.3

270.2

Depreciation, amortization and impairment

399.2

311.6

Operation and maintenance costs

95.5

77.7

Employee costs

107.9

88.7

Emission allowance utilized1

449.5

153.7

Professional fees

22.0

19.1

Purchased power

30.6

29.6

Transmission charges

34.7

33.2

Operating consumables and supplies

21.2

24.4

Insurance costs

33.1

23.7

Other expenses2

36.0

38.4

Total cost of sales and selling, general and administrative expenses

1,771.0

1,070.3

1. Emission allowances utilized corresponds mainly to the costs of CO2 quotas in Maritsa which are passed through to its offtaker and purchases of CO2 allowances in Arrubal, and includes the write-down of CO2 quotas held in inventory at year end to their net realizable value.

2. Other expenses include facility costs of $15.2 million at December 31, 2021 (December 31, 2020: $12.7 million).

 

Years ended December 31

 

In $ millions

2021

2020

Private Incentive Plan1

-

6.6

Restructuring costs2

-

5.2

Other

3.4

7.9

Total other operating expenses

3.4

19.7

1. Represents the private incentive plan as described in note 4.27 share-based compensation plan of the annual accounts. The private incentive plan ended at the end of December 2020.

2. Represents redundancy and staff-related restructuring costs.

4.4. Employee costs and numbers

 

Years ended December 31

 

In $ millions

2021

2020

Wages and salaries

(85.0)

(67.8)

Social security costs

(14.4)

(14.1)

Share-based payments1

(1.9)

(1.9)

Pension and other post-retirement benefit costs

(0.8)

(0.9)

Other

(5.8)

(4.0)

Total employee costs before private incentive plan

(107.9)

(88.7)

Private incentive plan1

-

(6.6)

Total employee costs

(107.9)

(95.3)

Monthly average number of full-time equivalent employees

1,491

1,435

Thermal

868

822

Renewable

413

425

Corporate

210

188

1. See note 4.27 for a description of the private incentive plan and long term incentive plan.

4.5. Acquisition related items

 

Years ended December 31

 

In $ millions

2021

2020

Acquisition costs1

(14.2)

(20.2)

Acquisition related items

(14.2)

(20.2)

1. Acquisition costs include notably pre-acquisition costs such as due diligence costs and professional fees and other related incremental costs incurred as part of completed acquisitions or contemplated acquisitions. In 2021, costs incurred primarily related to completed acquisitions in the United States and Italy. In 2020 costs incurred primarily related to a contemplated acquisition in the United States (subsequently completed on February 18, 2021).

4.6. Net finance costs, foreign exchange gains and losses, and changes in fair value of derivatives

 

Years ended December 31

 

In $ millions

2021

2020

Finance income

3.9

4.4

Net change in fair value of fixed margin derivative1

13.6

56.1

Net change in fair value of other derivatives2

11.7

14.4

Net foreign exchange differences3

18.4

(59.8)

Net foreign exchange gains and (losses) and change in fair value of derivatives

43.7

10.7

Interest expenses on borrowings

(205.5)

(195.0)

Amortization of deferred financing costs

(20.8)

(13.2)

Unwinding of discounting4

(26.0)

(15.9)

Other5

(44.5)

(38.8)

Finance costs

(296.8)

(262.9)

Net finance costs, foreign exchange gains and losses, and changes in fair value of derivatives

(249.2)

(247.8)

1. Net change in fair value of derivative related to the CHP Mexico fixed margin liability.

2. The Group recognized a profit of $8.1 million in the 12 months ended 31 December 2021 in relation to its interest rate, cross currency, financial swaps, options, foreign exchange options and forward contracts (December 31, 2020: profit of $5.6 million) which relates to fair value changes on derivatives not hedge accounted and amounts reclassified from the cash flow hedge reserve.

3. Net foreign exchange differences include foreign exchange gains and losses related to conversion of foreign currency denominated cash balances and foreign exchange differences primarily relate to subsidiaries and loans in subsidiaries that have a functional currency different to the currency in which the loans are denominated.

4. Unwinding of discounting mainly relates to Maritsa debt to non-controlling interests and other long-term liabilities in the 12 months ended 31 December 2021 and 2020.

5. Other mainly includes costs associated with other financing, finance costs of leases, income and expenses related to interest and penalties for late payments.

CONTOURGLOBAL PLC AND SUBSIDIARIES

Notes to the consolidated financial statements continued

4.7. Income tax expense and deferred income tax

Income tax expense

 

Years ended December 31,

 

In $ millions

2021

2020

Current tax

 

 

current tax expense of the year

(45.1)

(33.7)

prior year adjustment

(2.0)

0.9

Total current tax expense

(47.1)

(32.8)

Deferred tax

 

 

deferred tax expense of the year

(19.5)

(17.9)

prior year adjustment

3.4

7.0

Total deferred tax expense

(16.1)

(10.9)

Income tax expense

(63.2)

(43.7)

The main jurisdictions contributing to the income tax expense for the year ending December 31, 2021 are i) Mexico, ii) Spain and iii) Bulgaria.

The tax on the Group's profit before income tax differs from the theoretical amount that would arise from applying the statutory tax rate of the parent company (2021: 19%, 2020: 19%) to the results of the consolidated entities as follows:

Effective tax rate reconciliation

 

Years ended December 31,

 

In $ millions

2021

2020

Profit before income tax

142.9

72.3

Profit before income tax at UK statutory tax rate

(27.2)

(13.7)

Tax effects of:

 

 

Differences between statutory tax rate and foreign statutory tax rates1

(1.8)

(0.4)

Changes in unrecognized deferred tax assets2

(18.6)

(19.5)

Reduced rate and specific taxation regime3

3.2

6.2

Foreign exchange movement4

4.7

(3.7)

Prior year adjustment - current tax

(2.0)

0.9

Prior year adjustment - deferred tax

3.4

7.0

Permanent differences and other items5

(25.0)

(20.4)

Income tax expense

(63.2)

(43.7)

Effective rate of income tax

44.2%

60.4%

1. Includes the effect of recognizing net income of investments in associates in the profit before income tax.

2. Mainly relates to tax losses in Luxembourg and Brazil where deferred tax assets are not recognized.

3. Relates to specific tax regimes and some of the Brazilian entities being taxed by reference to revenue rather than accounting profits.

4. Mainly driven by difference between functional currency of statutory entities and currency used for local tax reporting and non-deductibility of foreign exchange movements in certain jurisdictions.

5. This category is composed of tax impacts of inflationary adjustments (2021: $13.0 million, 2020: $6.4 million) and a number of individually immaterial items such as non-deductible Group costs or withholding taxes.

 

Net deferred tax movement

The gross movements of net deferred income tax assets (liabilities) were as follows:

 

 

December 31,

 

In $ millions

2021

2020

Net deferred tax assets (liabilities) as of January, 1

(211.4)

(218.5)

Statement of income

(16.1)

(10.9)

Deferred tax recognized directly in other comprehensive income

(14.4)

27.9

Acquisitions

(35.7)

-

Currency translation differences and other

2.1

(9.9)

Net deferred tax assets (liabilities) as of December, 31

(275.5)

(211.4)

Including net deferred tax assets balance of:

49.7

57.5

Deferred tax liabilities balance of:

(325.2)

(268.9)

Analysis of the net deferred tax position recognized in the consolidated statement of financial position

The net deferred tax positions and their movement can be broken down as follows:

 

In $ millions

Tax losses

Property, plant and equipment

Intangibleassets1

Derivative financial instruments2

Other3

Total

As of January 1, 2020 (restated)

28.1

(240.8)

(59.9)

7.7

46.3

(218.5)

Statement of income

88.7

(95.1)

9.6

(1.4)

(12.6)

(10.9)

Other comprehensive income

-

-

(0.1)

28.0

-

27.9

Acquisitions

-

-

-

-

-

-

Currency translations and other

0.8

(13.5)

0.8

0.8

1.1

(10.0)

As of December 31, 2020

117.6

(349.4)

(49.5)

35.1

34.7

(211.4)

Statement of income

20.5

(40.3)

4.3

(2.9)

2.3

(16.1)

Other comprehensive income

-

-

-

(14.4)

-

(14.4)

Acquisitions / disposals4

1.3

(117.0)

64.7

(2.7)

18.0

(35.7)

Currency translations and other5

(0.6)

8.9

(0.9)

(0.1)

(5.2)

2.1

As of December 31, 2021

138.8

(497.8)

18.6

14.9

50.0

(275.5)

1. Mainly relates to assets acquired through business combinations.

2. $(9.9) million of the current year movement through other comprehensive income represents the movement in the year of hedging expenses in Mexico. $25.8 million of the movement in the prior year related to the recognition of deferred tax assets on these hedging expenses incurred in both 2019 and 2020 following conclusion that such derivative costs should be deductible under Mexican tax rules.

3. This category is made up of various items, the largest being deferred financing costs of $26.8 million (2020: $20.0 million), with $8.6 million being acquired in the period and currency translations of $1.8 million. Other significant items include finance lease capitalization of $(13.7) million (2020: $(16.0) million) and Mexico fixed margin swap provision of $7.3 million (2020: $13.0 million).

4. Mainly includes opening balance sheet deferred tax assets and liabilities relating to the US and Trinidad assets acquired in February 2021.

5. The Other movement relates to a reclassification of a deferred tax liability in Rwanda of $5.4 million which was previously netted against other receivables. An equal and opposite asset is contained in other receivables as the tax liability in Rwanda is passed through to the local offtaker.

Deferred tax assets recognized in the consolidated statement of financial position

The Group recognizes deferred tax assets to the extent that it is probable that sufficient future taxable profits will arise against which these deductible temporary differences can be utilized. The Group has performed an assessment of the recovery of deferred tax assets which has involved the use of budgets and forecasts.

There is a deferred tax asset in Spain of $20.9 million (2020: $24.6 million) which relates predominately to intangible assets. The relevant tax group is profitable, and the reversal of the deferred tax asset is scheduled to be within four years. In the US, there was an operating loss in the current year due to acquisition costs and the amortization of intangible assets. There is an amount of deferred tax assets on tax losses that are dependent on future taxable profits not arising from the reversal of existing deferred tax liabilities of $16.2 million ($3.5 million in 2020), which is scheduled to be reversed within 13 to 15 years. This utilization horizon takes into account management's best estimate of risks to which the operations may be exposed and is considered appropriate given the long term nature of the acquired assets.

 

CONTOURGLOBAL PLC AND SUBSIDIARIES

Notes to the consolidated financial statements continued

Analysis of the deferred tax position unrecognized in the consolidated statement of financial position

Unrecognized deferred tax assets amount to $300.2 million as of December 31, 2021 (December 31, 2020: $268.2 million) and can be broken down as follows:

 

December 31,

 

In $ millions

2021

2020

Unrecognized deferred tax assets on tax losses

276.0

245.9

Unrecognized deferred tax assets on deductible temporary differences

24.2

22.3

Total unrecognized deferred tax assets

300.2

268.2

The total amount of deductible temporary differences and unused tax losses for which no deferred tax asset is recognized amounts to $1,179.6 million (2020: $1,067.0 million) and is broken down as follows:

 

 

December 31,

 

 

2021

2020

Tax losses - no deferred tax asset recognized

1,060.3

969.7

Deductible temporary differences - no deferred tax asset recognized

119.3

97.3

Total

1,179.6

1,067.0

Deferred tax assets that have not been recognized mainly relate to tax losses in Luxembourg and Brazil where it is not probable that future taxable profit will be available against which the tax losses can be utilized. The amounts unrecognized for deferred tax purposes generally do not expire with the exception of Luxembourg.

With respect to Luxembourg, tax losses of $279.9 million arising prior to 31 December 2016 can be carried forward without time limit. As from January 1, 2017, new tax losses expire after 17 years and therefore tax losses of $51.2 million, $95.9 million, $147.5 million, $168.3 million and $64.7 million expire on December 31, 2034, 2035, 2036, 2037 and 2038, respectively.

The Group accrues deferred tax liabilities for the withholding tax that will arise on the future repatriation of undistributed earnings. There are no temporary differences on undistributed earnings with material unrecognized deferred tax liabilities.

4.8. Earnings per share

 

Years ended December 31,

 

 

2021

2020

 

 

Basic

Diluted

Basic

Diluted

Profit attributable to CG plc shareholders (in $ millions)

78.3

78.3

16.0

16.0

Number of shares (in millions)

 

 

 

 

Weighted average number of shares outstanding

656.3

656.3

666.6

666.6

Potential dilutive effects related to share-based compensation

 

3.0

 

2.3

Adjusted weighted average number of shares

 

659.3

 

668.9

Profit attributable to CG plc shareholders per share (in $)

0.12

0.12

0.02

0.02

 

There was no dilutive impact from the Private Incentive Plan (PIP) on the earnings per share for the year ended 31 December 2020 as the shares were settled in full by existing shares held by Reservoir Capital Group.

4.9. Intangible assets and goodwill

In $ millions

Goodwill

Work in progress

Legado rights

Contracts

Permits, licenses and other project development rights

Softwareand Other

Total

Cost

0.5

-

233.3

-

145.8

34.6

414.2

Accumulated amortization and impairment

-

-

(1.1)

-

(44.3)

(16.1)

(61.6)

Carrying amount as of January 1, 2020

0.5

-

232.2

-

101.5

18.4

352.6

Additions

-

-

-

-

2.2

3.5

5.7

Disposals

-

-

-

-

-

-

-

Currency translation differences

0.1

-

-

-

(16.6)

-

(16.5)

Reclassification

-

1.5

-

-

(1.1)

3.8

4.2

Amortization charge

-

-

(13.7)

-

(6.4)

(6.0)

(26.2)

Closing net book amount

0.6

1.5

218.4

-

79.4

19.7

319.7

Cost

0.6

1.5

233.3

-

122.8

40.9

399.1

Accumulated amortization and impairment

-

-

(14.9)

-

(43.4)

(21.1)

(79.4)

Carrying amount as of December 31, 2020

0.6

1.5

218.4

-

79.4

19.7

319.7

Additions

-

1.4

-

-

14.5

1.6

17.5

Disposals

-

-

-

-

-

-

-

Acquired through business combination1

3.5

-

-

31.4

0.3

-

35.2

Assets recognized as held for sale2

-

-

-

-

(22.7)

(0.2)

(22.9)

Currency translation differences

-

-

-

-

(4.8)

(0.2)

(5.0)

Reclassification

-

(2.8)

-

-

1.4

1.4

-

Amortization charge

-

-

(13.7)

(8.1)

(13.6)

(3.6)

(39.0)

Closing net book amount

4.1

0.1

204.7

23.3

54.5

18.7

305.4

Cost

4.1

0.1

233.3

31.4

89.0

50.3

408.2

Accumulated amortization and impairment

-

-

(28.6)

(8.1)

(34.5)

(31.6)

(102.8)

Carrying amount as of December 31, 2021

4.1

0.1

204.7

23.3

54.5

18.7

305.4

1. Assets acquired through business combination relate to our United States of America and Trinidad and Tobago portfolio, detailed in note 3.1.

2. Assets recognized as held for sale relate to our Brazil Hydro portfolio, detailed in note 3.1.

Contracts relate to the fair valuation on acquisition of power purchase agreements in the United States of America, detailed in note 3.1. Contracts are subsequently measured at amortized cost.

Permits, licenses and other project development rights relate to licenses acquired from the initial developers for our wind parks in Peru and Brazil. Legado rights were recognized on acquisition of Mexico CHP.

Amortization included in "cost of sales" in the consolidated statement of income amounted to $35.6 million in the year ended December 31, 2021 (December 31, 2020: $24.2 million) and amortization included in "selling, general and administrative expenses" amount to $3.4 million in the year ended December 31, 2021 (December 31, 2020: $2.0 million).

4.10. Property, plant and equipment

The power plant assets predominantly relate to wind farms, natural gas plants, fuel oil or diesel plants, coal plants, hydro plants, solar plants, asset retirement obligations and other buildings.

Other assets mainly include IT equipment, furniture and fixtures, facility equipment and vehicles, and project development costs.

Assets acquired through business combinations are explained in note 3.1.

Assets held for use in operating leases as a lessor included within Property, Plant and Equipment below are set out in note 4.32.

 

In $ millions

Land

Power plant assets

Construction work in progress

Right of use of assets

Other

Total

Cost

72.2

5,172.5

76.8

47.6

285.2

5,654.4

Accumulated depreciation and impairment

(0.6)

(1,988.5)

-

(13.1)

(135.0)

(2,137.3)

Carrying amount as of January 1, 2021

71.6

3,184.0

76.8

34.5

150.2

3,517.1

Additions

-

33.7

48.6

3.2

9.2

94.7

Disposals

-

(5.2)

(0.1)

(0.5)

(2.0)

(7.8)

Reclassification

-

114.6

(97.2)

-

(19.4)

(2.0)

Acquired through business combination1

14.4

918.3

-

2.8

21.0

956.5

Assets recognized as held for sale2

(5.2)

(79.5)

-

(0.1)

(39.1)

(123.9)

Currency translation differences

(4.8)

(135.7)

2.2

(1.8)

(8.9)

(149.0)

Depreciation charge

(0.1)

(339.7)

-

(5.7)

(14.7)

(360.1)

Closing net book amount

75.9

3,690.5

30.3

32.4

96.3

3,925.4

Cost

76.7

5,842.0

30.3

50.1

198.8

6,197.9

Accumulated depreciation and impairment

(0.8)

(2,151.5)

-

(17.7)

(102.5)

(2,272.5)

Carrying amount as of December 31, 2021

75.9

3,690.5

30.3

32.4

96.3

3,925.4

1. Assets acquired through business combination relate to our United States of America and Trinidad and Tobago and Solar Italy portfolios detailed in note 3.1.

2. Assets recognized as held for sale relate to our Brazil Hydro portfolio, detailed in note 3.1.

Construction work in progress as of December 31, 2021 predominantly relates to our ongoing Austria Wind repowering project, Vorotan refurbishment project, and projects at Maritsa. Reclassification from Construction work in progress to Power plant assets primarily relates to completed phases of the Vorotan refurbishment project ($56.9 million), Austria Wind repowering project ($13.8 million) and projects at Maritsa ($12.1 million).

As of December 31, 2021, the Other category mainly related to $53.6 million of instruments and tools, $22.2 million of critical spare parts.

Depreciation included in "cost of sales" in the consolidated statement of income amounted to $357.5 million in the year ended December 31, 2021 (December 31, 2020: $282.0 million) and depreciation included in "selling, general and administrative expenses" amount to $2.7 million in the year ended December 31, 2021 (December 31, 2020: $3.3 million).

In the year ended December 31, 2021, the Group capitalized $2.8 million of borrowing costs in relation to project financing.

 

In $ millions

Land

Powerplant assets

Constructionwork in progress

Right of useof assets

Other

Total

Cost

68.6

5,187.1

61.5

43.7

325.8

5,686.7

Accumulated depreciation and impairment

(0.5)

(1,736.7)

-

(8.3)

(131.4)

(1,876.9)

Carrying amount as of January 1, 2020

68.1

3,450.5

61.5

35.4

194.4

3,809.8

Restatement for finalization of fair values on acquisition1

-

(37.5)

-

-

-

(37.5)

Carrying amount as of January 1, 2020 (restated)

68.1

3,413.0

61.5

35.4

194.4

3,772.3

Additions

-

17.4

59.3

4.2

9.8

90.6

Disposals

-

(5.8)

(4.6)

(1.1)

-

(11.5)

Reclassification2,3

-

42.7

(36.9)

-

(30.7)

(24.9)

Currency translation differences

3.6

(20.1)

(2.4)

2.0

(7.2)

(24.1)

Depreciation charge

(0.1)

(263.1)

-

(6.0)

(16.1)

(285.3)

Closing net book amount

71.6

3,184.1

76.8

34.5

150.2

3,517.1

Cost

72.2

5,172.5

76.8

47.6

285.2

5,654.4

Accumulated depreciation and impairment

(0.6)

(1,988.5)

-

(13.1)

(135.0)

(2,137.3)

Carrying amount as of December 31, 2020

71.6

3,184.0

76.8

34.5

150.2

3,517.1

1. IFRS 3 remeasurement adjustment on assets acquired through business combination relate to our Mexican CHP portfolio.

2. Mainly relates to project development costs in Kosovo of €19.7 million ($22.5 million). Given the termination of the Kosovo project agreements in May 2020, the recoverable costs have been de-recognized from Property, plant and equipment and recognized as a contract asset arising from a revenue arrangement presented in line with IFRS 15 in Other non current assets.

3. Reclassification includes previous year's non-material reallocations between asset categories to reflect current positions.

Construction work in progress as of December 31, 2020 predominantly related to our Vorotan refurbishment project, our Austria Wind project repowering, our Mexico CHP and our Maritsa plants.

As of December 31, 2020, the Other category mainly related to $62.1 million of instruments and tools, $48.7 million of facility equipment, $29.7 million of assets retirement obligations.

Depreciation included in "cost of sales" in the consolidated statement of income amounted to $282.0 million in the year ended December 31, 2020 and depreciation included in "selling, general and administrative expenses" amounted to $3.3 million in the year ended December 31, 2020.

In the year ended December 31, 2020, the Group capitalized $1.1 million of borrowing costs in relation to project financing.

4.11. Financial and contract assets

 

December 31

 

In $ millions

2021

2020

Contract assets - Concession arrangements1

378.0

416.5

Finance lease receivables2

9.9

15.2

Other

14.9

6.6

Total financial and contract assets

402.8

438.3

Total financial and contract assets non-current portion

370.5

408.3

Total financial and contract assets current portion

32.3

30.0

 

1. The Group operates plants in Togo, Rwanda and Senegal which are in the scope of the financial model of IFRIC 12 'Service Concession Arrangements'.

Our Rwanda power plant consists of the development, construction and operation of Gas Extraction Facilities ("GEF") and an associated power plant. The GEF is used to extract methane and biogas from the depths of Lake Kivu in Rwanda and deliver the gas via submerged gas transport pipelines to shore-based power production facilities totaling 26 MW of gross capacity. The PPA runs for 25 years starting on the commercial operation date and ending in 2040, date when the GEF along with all equipment necessary for the operation of the plant, will be transferred to the Republic of Rwanda.

Our Togo power plant was commissioned in 2010 and is operated under a power purchase agreement with a unique offtaker, Compagnie Energie Electrique du Togo ("CEET") which has an average remaining contract life of approximately 13.8 years as of December 31, 2021 (December 31, 2020: 14.8 years). At expiration, the Togo plant, along with all equipment necessary for the operation of the plant, will be transferred to the Republic of Togo. This arrangement is accounted for as a concession arrangement and the value of the asset is recorded as a financial asset. The all-in base capacity tariff under the Togo power purchase agreement is adjusted annually for a combination of US$, Euro and local consumer price index related to the cost structure.

Our Cap des Biches power plant in Senegal consists of the development, construction and operation of five engines with a flexi-cycle system technology based on waste heat recovery totaling about 86MW. A PPA integrating all the Cap des Biches requirements and agreements on price was signed for 20 years starting on the commercial operation date of the project and ending in 2036, the date when the power plant along with all equipment necessary for the operation of the plant, will be transferred to the Republic of Senegal.

2. Relates to finance leases where the Group acts as a lessor, and includes our Saint Martin plant in the French Territory. Saint Martin has an average remaining contract life of approximately 1.3 years as of December 31, 2021 (December 31, 2020: 2.3 years).

No losses from impairment of contracted concessional assets and finance lease receivables in the above projects were recorded during the years ended December 31, 2021 and 2020.

Net cash inflows generated by the financial assets under concession agreements amounted to $66.8 million as of December 31, 2021 (December 31, 2020: $70.6 million).

4.12. Investments in associates

Set out below are the associates of the Group as of December 31, 2021:

 

 

 

 

Ownership interests

 

 

Operational plant

 

Country of incorporation

2021

2020

Date of acquisition

Sochagota

Associate

Colombia

49.0%

49.0%

2006 and 2010

Termoemcali

Associate

Colombia

37.4%

37.4%

2010

Evacuacion Villanueva del Rey, S.L.

Associate

Spain

39.9%

39.9%

2018

Set out below is the summarized financial information for the investments which are accounted for using the equity method (presented at 100%):

 

In $ millions

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Revenue

Net income

Year ended December 31, 2020

 

 

 

 

 

 

Sochagota

79.1

33.8

22.9

35.8

93.7

16.4

Termoemcali

24.4

48.4

17.0

35.9

27.8

11.5

Evacuacion Villanueva del Rey, S.L.

0.1

3.0

0.2

2.9

0.3

-

Year ended December 31, 2021

 

 

 

 

 

 

Sochagota

76.1

28.6

27.2

21.0

101.9

25.4

Termoemcali

21.2

49.3

16.2

26.7

29.9

10.1

Evacuacion Villanueva del Rey, S.L.

0.1

2.6

0.2

2.5

0.3

-

 

The reconciliation of the investments in associates for each year is as follows:

 

 

 

 

In $ millions

2021

2020

Balance as of January 1,

29.5

26.6

Share of profit

16.2

12.3

Dividends

(8.3)

(7.8)

Other

(3.9)

(1.6)

Balance as of December 31,

33.5

29.5

CONTOURGLOBAL PLC AND SUBSIDIARIES

Notes to the consolidated financial statements continued

4.13. Management of financial risk

The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance. The Group uses derivative financial instruments to hedge certain risk exposures.

Interest rate risk

Interest rate risk arises primarily from our long-term borrowings. Interest cash flow risk arises from borrowings issued at variable rates, partially offset by cash held at variable rates. Typically, for any new investments the Group hedges variable interest risk on newly issued debt in a range of 75% to 100% of the nominal debt value. Interest rate risk is managed on an asset by asset basis through entering into interest rate swap agreements, entered into with commercial banks and other institutions. The interest rate swaps qualify as cash flow hedges. Their duration usually matches the duration of the debt instruments. Approximately 10.2% of the Group's existing external debt obligations (excluding Brazil Hydro debt reclassified as held for sale) carry variable interest rates in 2021 (2020: 11.5%) (after taking into account the effect of interest rate swaps).

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. To hedge interest rate exposures, the Group enters into interest rate swaps and cross currency swaps that have similar critical terms to the hedged items, such as the notional amounts, payment dates, reference rate and maturities. The group does not hedge 100% of its loans, therefore the hedged item is identified as a proportion of outstanding loans up to the notional amount of the swaps. As all critical terms match, there is an economic relationship and the hedge ratio is established as 1:1. The Group therefore performs a qualitative assessment of effectiveness. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Group uses the hypothetical derivative method to assess effectiveness.

The main sources of hedge ineffectiveness in these hedging relationships is the effect of the counterparty and the Group's own credit risk on the fair value of the interest rate swap and cross currency swap contracts, which are not reflected in the fair value of the hedged item attributable to changes in underlying rates, and the risk of over-hedging where the hedge relationship requires re-balancing. No other material sources of ineffectiveness emerged from these hedging relationships. Any hedge ineffectiveness is recognized immediately in the income statement in the period that it occurs.

The following table presents a reconciliation by risk category of the cash-flow hedge reserve and analysis of other comprehensive income in relation to hedge accounting:

 

Years ended December 31

 

In $ millions

2021

2020

Brought forward cash-flow hedge reserve

(127.5)

(86.0)

Interest rate and cross currency swap contracts:

 

 

Net fair value gain/(loss) on effective hedges

62.0

(40.8)

Amounts reclassified to Net finance cost

(7.2)

(0.7)

Carried forward cash-flow hedge reserve1

(72.7)

(127.5)

1. The above table show pre-tax cash flow hedge positions, including non-controlling interest. The amounts on the balance sheet include $17.0 million deferred tax (2020: $31.4 million).

The debit value adjustment on the interest rate swaps and cross currency swaps in the interest rate hedge amounts to $1.9 million (2020: $3.7 million). These amounts are recognized on the financial statements against the fair value of derivative (note 4.14). Aside from the IFRS 13 credit/debit risk adjustment, cash-flow hedges generated immaterial ineffectiveness in 2021 which was recognized in the income statement through finance costs.

 The following tables set out information regarding the cumulative change in value of the hedged item used in calculating hedge ineffectiveness as well as the impacts on the cash-flow hedge reserve:

 

In $ millions

 

 

 

 

Hedged item

Hedged exposure

Hedging instrument

Change in value of hedged item for calculating ineffectiveness

Change in value of hedging instrument for calculating ineffectiveness

As of December 31, 2020

 

 

 

 

Cash flows payable on a proportion of borrowings

Interest rate risk

Interest rate swaps

113.0

(113.0)

Cash flows payable on a proportion of borrowings

Interest rate risk and foreign currency risk

Cross currency swaps

14.5

(14.5)

 

 

 

 

 

As of December 31, 2021

 

 

 

 

Cash flows payable on a proportion of borrowings

Interest rate risk

Interest rate swaps

65.6

(65.6)

Cash flows payable on a proportion of borrowings

Interest rate risk and foreign currency risk

Cross currency swaps

7.1

(7.1)

 

Hedged cash flows are contractual such that the maturity dates on the interest rate swaps are aligned to the hedged item, except for hedged cash flows on $475.4 million principal, with a swap maturing in 2031, in relation to CHP assets in Mexico that are subject to refinancing after 2026. Refinancing for an additional five years to match the term of the swap is considered highly probable since the Group will continue to maintain significant levels of US$ debt in relation to the CHP assets in Mexico through to 2031.

These agreements involve the receipt of variable payments in exchange for fixed payments over the term of the agreements without the exchange of the underlying principal amounts. The main interest rate exposure for the Group relates to the floating rates with the TJLP, EURIBOR and LIBOR which are not hedged through interest rate swaps (refer to note 4.24). A change of 0.5% of those floating rates would result in an increase in interest expenses by $2.1 million in the year ended December 31, 2021 (2020: $2.8 million).

The replacement of benchmark interest rates such as LIBOR and other interbank offered rates (IBORs) is ongoing globally. At the end of 2021, the polled publication of JPY, CHF and GBP LIBORs ceased, while certain USD LIBORs (overnight, 1-, 3-, 6- and 12-month tenors) polled publication will likely continue until June 2023 (if current regulatory plans do not change). Issuance of new floating-rate loans referencing USD LIBOR are no longer permitted after the end of 2021, and new LIBOR-based swaps traded after 2021 are only permitted if they demonstrably reduce an entity's LIBOR-based risk. The European Central Bank ("ECB") has disclosed no plans for the elimination of EURIBORs, and they will remain in existence (unless the ECB decides otherwise) alongside the ECB's new overnight index ESTR (Euro short-term rate).

The Group has borrowings and IFRS 9 designated hedge relationships that are impacted by IBOR reform including interest rate swap contracts and a cross currency swap that qualify as cash-flow hedges, used to hedge a proportion of our external borrowings. These swaps reference six-month EURIBOR, three-month USD LIBOR and six-month USD LIBOR. None of these borrowings or derivatives have transitioned to alternative rates to date.

 

In $ millions

 

 

 

 

 

Measurement basis

Assets carrying value

31 December 2021

Liabilities carrying value

31 December 2021

Notional

Borrowings nominal outstanding - EURIBOR

Amortized cost

-

593.6

 

Borrowings nominal outstanding - USD LIBOR

Amortized cost

-

885.5

 

 

 

 

 

 

Derivatives - EURIBOR

Cash flow hedge

2.3

2.8

452.3

Derivatives - USD LIBOR

Cash flow hedge

1.4

71.6

778.9

 

The risk for the Group regarding this transition is ensuring that the alternative rates are consistent between borrowings and derivatives so that the hedging relationships remain effective in managing interest rate exposure. The Group is managing this risk by ongoing engagement with the counterparties to our borrowings and derivatives regarding the proposed transition.

Foreign currency risk

Foreign exchange risk arises from various currency exposures, primarily with respect to the Euro, Brazilian Real and Bulgarian Lev (which is pegged to the Euro). Currency risk comprises (i) transaction risk arising in the ordinary course of business, including certain financial debt denominated in a currency other than the currency of the operations; (ii) transaction risk linked to investments or mergers and acquisitions; and (iii) translation risk arising on the consolidation in US dollars of the consolidated financial statements of subsidiaries with a functional currency other than the US dollar.

To mitigate foreign exchange risk, (i) most revenues and operating costs incurred in the countries where the Group operates are denominated in the functional currency of the project company, (ii) the external financial debt is mostly denominated in the currency that matches the currency of the revenue expected to be generated from the benefiting project, thereby reducing currency risk, and (iii) the Group enters into various foreign currency sale / forward and / or option transactions at a corporate level to hedge against the risk of lower distribution. Typically, the Group hedges its future distributions in Brazil through a combination of forwards and options for any new investment in the country. The analysis of financial debt by currency is presented in note 4.24.

Potential sensitivity on the post-tax profit result for the year linked to financial instruments is as follows:

if the US dollar had weakened/strengthened by 10% against the Euro, post-tax profit for the year ended December 31, 2021 would have been $0.5 million higher/lower (2020: $4.7 million higher/lower); and

if the US dollar had weakened/strengthened by 10% against the Brazilian Real, post-tax profit for the year ended December 31, 2021 would have been $0.1 million higher/lower (2020: $0.5 million higher/lower).

The Bulgarian Lev is pegged to the Euro, therefore the Group's exposure to the LEV is consistent with the Euro. The exposure to the Mexican Peso is limited due to the fixed margin swap derivative which fixes the underlying gas price in USD, refer to sensitivity as disclosed in note 4.15. The Group's hedge policy states that the exposure between US Dollar and Euros will not be hedged, as both currencies are considered as more stable currencies.

Commodity and electricity pricing risk

Apart from the Arrubal plant, the Group's current and future cash flows are generally not impacted by changes in the prices of electricity, gas, oil and other fuel prices as most of the Group's non-renewable plants operate under long-term power purchase agreements and fuel purchase agreements and other commercial agreements such as the fixed margin swap arrangement. These agreements generally mitigate against significant fluctuations in cash flows as a result in changes in commodity prices by passing through changes in fuel prices to the offtaker.

In the particular case of the Brazilian hydro power plants, the Group hedges most of its exposure against the change in local electricity price in case of low generation. In such a case, Brazilian hydro power plants may be required to buy electricity on the market.

Credit risk

Credit risk relates to risk arising from customers, suppliers, partners, intermediaries and banks on its operating and financing activities, when such parties are unable to honour their contractual obligations. Credit risk results from a combination of payment risk, delivery risk (failure to deliver services or products) and the risk of replacing contracts in default (known as mark to market exposure - i.e. the cost of replacing the contract in conditions other than those initially agreed). Financial assets are generally considered to be credit impaired when they are past their contractual due date, or in some jurisdictions outside of historical payment timeframes.

The Group analyzes the credit risk for each new client prior to entering into an agreement. In addition, in order to minimize risk, the Group contracts political risk insurance policies from multilateral organizations or commercial insurers which usually provide insurance against government defaults. Such policies cover project companies in Armenia, Bulgaria, Colombia, Rwanda, Togo, Senegal and Kosovo.

Where possible, the Group restricts exposure to any one counterparty by setting credit limits based on the credit quality as defined by Moody's and S&P and by defining the types of financial instruments which may be entered into. The minimum credit ratings the Group generally accepts from banks or financial institutions are BBB- (S&P) and Baa3 (Moody's). For offtakers, where credit ratings are CCC+ or below, the Group generally hedges its counterparty risk by contracting political risk insurance.

If there is no independent rating, the Group assesses the credit quality of the customer, taking into account its financial position, past experience and other factors.

For trade receivables, financial and contract assets, the Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets.

To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The contract assets have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets. The expected loss rates are based on the payment profiles of sales over a period of 36 months before 31 December 2021 or 31 December 2020 respectively and the corresponding historical credit losses experienced within this period. In this context, the Group has taken into account available information on past events (such as customer payment behavior), current conditions and forward-looking factors that might impact the credit risk of the Group's debtors.

Trade receivables can be due from a single customer or a few customers who will purchase all or a significant portion of a power plant's output under long-term power purchase agreements. This customer concentration may impact the Group's overall exposure to credit risk, either positively or negatively, in that the customers may be affected by changes in economic, industry or other conditions.

Ageing of trade receivables - net are analyzed below:

 

December 31

 

In $ millions

2021

2020

Trade receivables not overdue

65.7

68.9

Past due up to 90 days

19.0

17.3

Past due between 90 - 180 days

0.3

2.1

Past due over 180 days

18.4

19.7

Total trade receivables

103.4

108.0

As of December 31, 2021, $30.8 million (December 31, 2020: $31.1 million) of trade receivables were outstanding in connection with our Bulgarian power plant, Maritsa East 3. The trade receivables include around €17.3 million ($19.6 million) as of December 31, 2021 to be received from NEK that the Group considers recoverable under the terms of the PPA-signed contract amendments and the tribunal award in an ad hoc arbitration under the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL) between Maritsa and its off-taker NEK in relation to environmental capex reimbursement in February 2022.

The trade receivables include an expected credit loss of $3.3 million (December 31, 2020: $3.1 million) on the Past due over 180 days category with an increase in allowance recognized in profit and loss of $2.6 million in 2021, (December 31, 2020: $0.4 million).

There were immaterial credit losses and no overdue balances identified on financial and contract assets.

The Group deems the associated credit risk of the trade receivables not overdue to be suitably low.

Liquidity risk

Liquidity risk arises from the possibility of the Group not being able to meet its obligations. The Group mainly relies on long-term debt obligations to fund its acquisitions and construction activities with Corporate bonds issued in the corporate Luxembourg holdcos and project financing arrangements at the assets level. All significant asset level long-term financing arrangements are supported locally and covered by the cash flows expected from the power plants when operational. The Group has, to the extent available at acceptable terms, utilized non-recourse debt to fund a significant portion of the capital expenditures and investments required to construct and acquire its electric power plants and related assets.

A rolling cash flow forecast of the Group's liquidity requirements is prepared to confirm sufficient cash is available to meet operational needs and to comply with borrowing limits or covenants. Such forecasting takes into consideration the future debt financing strategy, covenant compliance, compliance with internal statement of financial position ratio targets and, if applicable external regulatory or legal requirements - for example, cash restrictions.

The subsidiaries are separate and distinct legal entities and, unless they have expressly guaranteed any of the holding company indebtedness, have no obligation, contingent or otherwise, to pay any amounts due pursuant to such debt or to make any funds available whether by dividends, fees, loans or other payments.

Some of the Group's subsidiaries have given guarantees on the credit facilities and outstanding debt securities of certain holding companies in the Group.

The table below analyzes the Group's financial liabilities into relevant maturity groupings based on the remaining period to the contractual maturity date:

 

In $ millions

Less than 1 year

Between1 and 5 years

Over 5 years

Total

Year ended December 31, 2020

1,429.0

1,576.9

2,667.2

5,673.1

Borrowings1

899.7

1,379.6

2,592.5

4,871.8

Trade and other payables

333.7

-

-

333.7

Derivative financial instruments

41.0

106.2

44.8

192.0

IFRS 16 lease liabilities

4.3

17.2

11.4

32.9

Other current liabilities3

150.3

-

-

150.3

Other non current liabilities3

-

73.9

18.5

92.4

Year ended December 31, 2021

1,107.2

2,303.1

1,776.2

5,186.5

Borrowings2

349.1

2,132.8

1,710.3

4,192.2

Trade and other payables

597.0

-

-

597.0

Derivative financial instruments

26.3

43.7

27.8

97.8

IFRS 16 lease liabilities

3.9

15.8

10.4

30.2

Other current liabilities3

130.8

-

-

130.8

Other non current liabilities3

-

110.8

27.7

138.5

1. Borrowings represent the outstanding nominal amount (note 4.24). Short-term debt of $899.7 million as of December 31, 2020 related to the short-term portion of long-term financing that matured within the next 12 months, that was repaid using cash on hand and cash received from operations.

2. Borrowings represent the outstanding nominal amount (note 4.24). Short-term debt of $349.1 million as of December 31, 2021 relates to the short-term portion of long-term financing that matures within the next 12 months, that we expect to repay using cash on hand and cash received from operations.

 3. Other current liabilities and Other non current liabilities as presented in notes 4.29 and 4.25 respectively excludes IFRS 16 lease liabilities and has been updated to exclude taxes payable and deferred revenue.

The table below analyzes the Group's forecasted interest to be paid into relevant maturity groupings based on the interest's maturity date:

 

Year ended December 31, 2020

 

 

 

 

In $ millions

Less than 1 year

Between1 and 5 years

Over 5 years

Total

Forecast interest expense to be paid

196.0

634.3

444.6

1,274.9

 

 

 

 

 

Year ended December 31, 2021

 

 

 

 

In $ millions

Less than 1 year

Between1 and 5 years

Over 5 years

Total

Forecast interest expense to be paid

176.0

533.6

339.6

1,049.2

The Group's forecasts and projections, taking into account reasonably possible changes in operating performance, indicate that the Group has sufficient financial resources, together with assets that are expected to generate free cash flow to the Group. As a consequence, the Group has a reasonable expectation to be well placed to manage its business risks and to continue in operational existence for the foreseeable future (at least for the 12 month period from the approval date of these financial statements). Accordingly, the Group continues to adopt the going concern basis in preparing the consolidated financial statements.

Capital risk management

The Company considers its capital and reserves attributable to equity shareholders to be the Company's capital.

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern while providing adequate returns for shareholders and benefits for other stakeholders and to maintain a capital structure to optimize the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, sell assets to reduce debt or implement a share buyback program (note 4.22). It may also increase debt provided that the funded venture provides adequate returns so that the overall capital structure remains supportable.

4.14. Derivative financial instruments

The Group uses interest rate swaps to manage its exposure to interest rate movements on borrowings, foreign exchange forward contracts and option contracts to mitigate currency risk, a financial swap in our Mexican CHP business to protect power purchase agreements and cross currency swap contracts in the Cap des Biches project in Senegal to manage both currency and interest rate risks. The fair value of derivative financial instruments are as follows:

 

December 31,

December 31,

 

 

2021

2020

 

In $ millions

Assets

Liabilities

Assets

Liabilities

Interest rate swaps - Cash flow hedge1

3.7

63.3

-

120.9

Cross currency swaps - Cash flow hedge2

-

11.1

-

26.2

Foreign exchange forward contracts - Trading3

0.8

-

-

0.6

Option contracts - not in hedge relationships4

-

-

1.5

1.6

Financial swap on commodity5

0.6

-

-

0.1

Fixed margin swap6

-

23.4

-

42.6

Other7

10.8

-

-

-

Total

16.0

97.8

1.5

192.0

Less non-current portion:

 

 

 

 

Interest rate swaps - Cash flow hedge

3.7

45.5

-

92.7

Cross currency swaps - Cash flow hedge

-

10.1

-

24.2

Foreign exchange forward contracts - Trading

0.1

-

-

0.1

Option contracts - not in hedge relationships

-

-

1.1

-

Financial swap on commodity

0.3

-

-

0.1

Fixed margin swap

-

15.8

-

33.9

Other

5.8

 

-

-

Total non-current portion

9.9

71.5

1.1

151.0

Current portion

6.1

26.3

0.4

41.0

1. Interest rate swaps are used to hedge floating rate borrowings such that in effect the Group will be paying interest at a fixed rate. The fair value of the interest rate swaps mostly relate to contracts in Mexico for $51.2 million (December 31, 2020: $83.4 million) maturing in November 2031 and in Armenia for $10.2 million (December 31, 2020: $16.8 million) maturing in November 2034. Interest rate swaps are hedge accounted and as a result changes in fair value are recognized in other comprehensive income.

2. In 2015, the Group entered into cross currency swaps in our Cap des Biches project in Senegal. The fair value of the instruments as of December 31, 2021 amounts to $11.6 million (December 31, 2020: $27.4 million) maturing in July 2033. Credit value adjustment amounts to $0.5 million as of December 31, 2021 (December 31, 2020: $1.2 million). Currency swaps are hedge accounted and as a result changes in fair value are recognized in other comprehensive income.

3. The Group has executed a series of offsets to protect the value, in USD terms, of the BRL-denominated expected distributions from the Brazilian portfolio. The BRL-denominated distributions have been hedged using forward exchange contracts with a fair value of asset $0.8 million and maturity between March 2022 and January 2024 (December 31, 2020: liability $0.1 million). The COP-denominated distributions were economically hedged in 2020 using a forward which was closed in January 2021 (December 31, 2020: liability $0.5 million). Hedge accounting is not applied to BRL/USD and COP/USD foreign exchange forward contracts, as a result changes in fair value are recognized in the consolidated statement of income.

4. The Group executed a series of offsets to protect the value, in USD terms, of the BRL-denominated expected distributions from the Brazilian portfolio and the MXN-denominated expected distributions from the Mexican portfolio. The distributions were protected in 2020 against material depreciation of the BRL using option contracts in place (December 31, 2020: $1.6 million). The MXN-denominated distributions were protected in 2020 against material depreciation of the MXN using an option contract in place (December 31, 2020: asset $0.4 million maturing in November 2021). The Group entered in 2020 into an option to protect the Group against changes in interest rates for our financing projects. This contract was terminated in 2021 (December 31, 2020: asset $1.1 million).

5. The Group entered into a financial swap related to our Mexican CHP business to protect one purchase power agreement against the variations of the natural gas price maturing in April 2024.

6. CHP Mexico entered into fixed margin swap agreements with the seller's affiliates in order to protect certain power purchase agreements against variations in the CFE tariffs (electricity prices). The cash flows hedged amount to around $40 million of annual revenue over the next 8 years.

7. Contract derivative recognized on acquisition of Western Generation in 2021.

The notional principal amount of derivative financial instruments:

the outstanding interest rate swap contracts and cross currency swap qualified as cash-flow hedge amounted to $1,231.2 million as of December 31, 2021 (December 31, 2020: $1,213.4 million), bearing interest ranging between 0.15% and 4.58% as of December 31, 2021 (December 31, 2020: 0.16% and 5.07%);

the outstanding foreign exchange forward and option contracts amounted to $16.5 million as of December 31, 2021 (December 31, 2020: $161.8 million). In 2020, the outstanding option allowing the possibility to enter into an underlying swap with the objective to protect the Group against changes in interest rates on our financing projects amounted to $200.0 million. This contract was cancelled in 2021 (December 31, 2020: asset $1.1 million); and

the commodity swap (gas) relates to one PPA in our Mexican CHP amounted to $2.1 million as of December 31, 2021 (December 31, 2020: $3.0 million).

The Group recognized in Net Finance costs a gain in respect of changes in fair value of derivatives listed above of $21.7 million in the 12 months ended December 31, 2021 (December 31, 2020: profit $61.7 million) and a gain of $2.4 million in the 12 months ended December 31, 2021 in relation to settled positions (December 31, 2020: profit of $8.8 million).

4.15. Fair value measurements

Fair value measurements of financial instruments are presented through the use of a three-level fair value hierarchy that prioritizes the valuation techniques used in fair value calculations. The Group's policy is to recognize transfers into and out of fair value hierarchy levels as at the end of the reporting period.

The levels in the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability.

There were no transfers between fair value measurement levels between December 31, 2021 and 2020.

When measuring our interest rate, cross currency swaps and foreign exchange forward and option contracts at fair value on a recurring basis at both December 31, 2021 and December 31, 2020, we have measured these at level 2 in the fair value hierarchy with the exception of the fixed margin swap and contract derivative which are level 3. The fair value of those financial instruments is determined by using valuation techniques. These valuations techniques maximize the use of observable data where it is available and rely as little as possible on entity specific estimates.

The Group uses a market approach as part of it's available valuation techniques to determine the fair value of derivatives. The market approach uses prices and other relevant information generated from market transactions.

The Group's finance department performs valuation of financial assets and liabilities required for financial reporting purposes as categorized at levels 2 and 3. The Group's only derivatives are interest rate swaps, foreign exchange forward contracts, option contracts, commodity swap contract, fixed margin swap in our Mexican CHP business, contract derivative recognized on acquisition of Western Generation and cross currency swap contracts in our Cap des Biches project in Senegal.

The change in the fair value of the fixed margin swap since December 31, 2020 of $19.2 million is driven by the movement of market inputs, in particular the natural gas price, accounting for $20.2 million of the total variance.

The sensitivity calculations on the CHP Mexico fixed margin swap liability show that (i) for an increase/decrease of 5% in the USD/MXN exchange rate, the fixed margin swap liability would decrease/increase by $7.1 million (December 31, 2020: increase/decrease by $10.9 million), (ii) for an increase/decrease of 5% in the natural gas cost, the fixed margin swap liability will decrease/increase by $4.1 million (December 31, 2020: decrease/increase by $5.7 million), (iii) for an increase/decrease of 25% in discount rates, the fixed margin swap liability will decrease/increase by $0.9 million (December 31, 2020: decrease/increase by $1.3 million), and (iv) and for an increase/decrease of 5% in the CFE tariff, the fixed margin swap liability will increase/decrease by $8.8 million (December 31, 2020: increase/decrease by $13.7 million). For the other level 3 derivative, the contract derivative recognized on acquisition of Western Generation, there are no reasonably possible sensitivities that could have a material impact.

Money market funds (see note 4.16) comprise investment in funds that are subject to an insignificant risk of changes in fair value. The fair value of money market funds is calculated by multiplying the net asset value per share by the investment held at the balance sheet date, we have measured these at level 2 in the fair value hierarchy.

4.16. Financial instruments by category

In $ millions

Financial asset category

 

As at December 31, 2020

Financial assets at amortized costs

Assets at fair value through profit and loss

Derivative used for hedging

Total net book value per balance sheet

Derivative financial instruments

-

1.5

-

1.5

Financial and contract assets

438.3

-

-

438.3

Trade and other receivables1

228.0

-

-

228.0

Other non-current assets1

41.1

-

-

41.1

Cash and cash equivalents2

385.0

1,011.9

-

1,396.9

Total

1,092.4

1,013.4

-

2,105.8

 

 

 

 

 

In $ millions

Financial asset category

 

As at December 31, 2021

Financial assets at amortized costs

Assets at fair value through profit and loss

Derivative used for hedging

Total net book value per balance sheet

Derivative financial instruments

-

0.8

15.2

16.0

Financial and contract assets

402.7

-

-

402.7

Trade and other receivables1

264.2

-

-

264.2

Other current assets

30.9

-

-

30.9

Other non-current assets1

52.6

-

-

52.6

Cash and cash equivalents

369.1

-

-

369.1

Total

1,119.5

0.8

15.2

1,135.5

 

 

 

 

 

In $ millions

Financial liability category

 

As at December 31, 2020

Liabilities at fair value through profit and loss

Other financial liabilities at amortized cost

Derivative used for hedging

Total net book value per balance sheet

Borrowings

-

4,830.3

-

4,830.3

Derivative financial instruments

44.8

-

147.2

192.0

Trade and other payables

-

333.7

-

333.7

Other current liabilities1

-

154.6

-

154.6

Other non current liabilities

-

124.9

-

124.9

Total

44.8

5,443.5

147.2

5,635.5

 

 

 

 

 

In $ millions

Financial liability category

 

As at December 31, 2021

Liabilities at fair value through profit and loss

Other financial liabilities at amortized cost

Derivative used for hedging

Total net book value per balance sheet

Borrowings

-

4,176.1

-

4,176.1

Derivative financial instruments

23.4

-

74.4

97.8

Trade and other payables

-

597.0

-

597.0

Other current liabilities1

-

134.8

-

134.8

Other non current liabilities

-

164.7

-

164.7

Total

23.4

5,072.6

74.4

5,170.4

1. These balances exclude receivables and payables balances in relation to taxes and deferred revenue balance. Refer to note 4.19 for further details regarding Trade and other receivables. Other non-current assets is disclosed in note 4.17 and excludes Vorotan VAT receivable amounting to $2.6 million. Refer to note 4.28 for further detailed of Trade and other payables. Other current liabilities is disclosed in note 4.29 and excludes deferred revenue amounting $6.4 million. Other non-current liabilities is disclosed in note 4.25 and excludes deferred revenue amounting to $3.3 million.

2. These balances include money market funds, which comprise investment in funds that are subject to an insignificant risk of changes in fair value. The comparative figure has been adjusted to include in the fair value through profit and loss cash balances that were held in money market funds and reclassify the remaining cash balances of $385 million to amortized cost.

 

4.17. Other non-current assets

 

December 31

 

In $ millions

2021

2020

Kosovo receivables1

22.4

24.1

Advance to supplier2

-

1.4

Other

32.7

17.0

Total other non-current assets

55.1

42.5

1. Mainly relates to project development costs in Kosovo. The recoverability of the contract asset has been assessed under IFRS 9 and in the context of the arbitration disclosed in note 2.4.

2. Advance payment to supplier related to Vorotan EPC (engineering, procurement and construction) contract as part of the refurbishment program. This program ended in 2021.

4.18. Inventories

 

December 31

 

In $ millions

2021

2020

Emission allowance

404.8

165.8

Spare parts

55.5

54.6

Fuel

14.2

14.8

Other

15.7

17.0

Total

490.2

252.2

Provision

(4.5)

(4.8)

Total inventories

485.7

247.4

Increase in inventories mainly relates to our Maritsa plant and the increase in emission allowances during the year.

4.19. Trade and other receivables

 

December 31

 

In $ millions

2021

2020

Trade receivables - gross

106.8

111.0

Accrued revenue (unbilled)

152.6

113.1

Provision for impairment of trade receivables

(3.4)

(3.1)

Trade receivables - net

256.0

221.0

Other tax receivable

34.9

36.0

Other receivables

8.1

7.0

Trade and other receivables

299.1

264.0

All trade and other receivables are short term and the net carrying value of trade receivables is considered a reasonable approximation of the fair value. The ageing of trade receivables - net is presented in note 4.13.

All trade and other receivables are pledged as security in relation with the Group's project financing.

4.20. Other current assets

 

December 31

 

In $ millions

2021

2020

Prepaid expenses

19.7

17.4

Advances to suppliers

4.2

7.9

Other1

36.5

9.8

Other current assets

60.4

35.1

(1) Primarily corresponds to deposits in our Arrubal and Mexico CHP plants.

CONTOURGLOBAL PLC AND SUBSIDIARIES

Notes to the consolidated financial statements continued

4.21. Cash and cash equivalents

Certain restrictions on our cash and cash equivalents have been primarily imposed by financing agreements or long term obligations. They mainly include short-term security deposits kept as collateral and debt service reserves that cover short-term repayments and which meet the definition of cash and cash equivalents. Money market funds comprise investments in funds that are subject to an insignificant risk of changes in fair value. 77.1% of our cash and cash equivalents as of December 31, 2021 is pledged as security in relation with the Group's project financings (December 31, 2020: 22.0%); cash and cash equivalents includes $81.8 million as of December 31, 2021 (December 31, 2020: $117.3 million) of cash balances relating to debt service reserves required by project finance agreements and $nil in money market funds (December 31, 2020: $1,011.9 million).

4.22. Equity

Issued capital

Issued capital of the Company amounted to $8.9 million as at 31 December 2021, with no changes since the year ended 31 December 2020.

 

Allotted, authorized, called up and fully paid

Number

Nominal value

£ million

$ million

As at 31 December 2020

670,712,920

0.01

6.7

8.9

As at 31 December 2021

670,712,920

0.01

6.7

8.9

During the year the Company paid dividends of $114.5 million (2020: $105.7 million).

 

 

Years ended December 31

 

In $ millions

2021

2020

Declared during the financial year:

 

 

Final dividend for the year ended 31 December 2019: 3.6901 US cents per share

 

24.8

Interim dividends for the year ended 31 December 2020: 12.1773 US cents per share

 

80.9

Final dividend for the year ended 31 December 2020: 4.0591 US cents per share

26.6

 

Interim dividends for the year ended 31 December 2021: 13.3950 US cents per share

87.9

 

Total dividends provided for or paid

114.5

105.7

Share repurchases

On 1 April 2020 ContourGlobal announced a buyback program of up to £30 million of ContourGlobal plc ordinary shares of £0.01 each ("Shares"), to initially run from 1 April 2020 to 30 June 2020, subsequently extended to 30 September 2020, then further extended to December 31, 2020 and to March 31, 2021.

 During the year ended December 31, 2021, the Company repurchased 2,624,774 treasury shares at an average price of 208.4 pence per share for an aggregate amount of £5.5 million ($7.4 million), representing 0.40% of its share capital and used 427,440 shares in respect with the 2018 Long Term Incentive Plan. Since the beginning of the buyback program, the Company repurchased a net amount of 14,572,065 treasury shares, representing 2.17% of its share capital and a cumulative consideration paid of $37.8 million.

4.23. Non-controlling interests

The tables below provide summarized financial information for each subsidiary that has non-controlling interests that are material to the Group.

The amounts disclosed for each subsidiary are before inter-company eliminations.

 

In $ millions

 

Year ended December 31, 2020

 

Non-controlling interest

CG assets

Acc. NCI

(Loss)/Profit allocated to NCI

Dividends paid to NCI

Distribution paid to NCI

Contribution received from NCI

Proportionate adjusted EBITDA NCI1

Electrobras (49%)

Chapadas I (Wind Brazil)

21.5

(2.7)

-

-

3.4

6.6

Electrobras (49%)

Chapadas II (Wind Brazil)

37.3

(1.1)

-

-

-

8.7

NEK (27%)

Maritsa (Bulgaria)

53.3

-

-

18.52

-

32.8

CG Aguila Holdings (20%)

Brazil Hydro and Brazil Solution

13.7

4.5

-

2.6

-

11.5

EIP Energy Infrastructure Holding (49%)

Italy Solar

(4.5)

2.6

-

8.4

-

17.0

EIP Energy Infrastructure Holding (49%)

Spain CSP

20.0

4.1

-

46.2

-

61.9

Energie Burgenland and DH Energie (38%)

Deutsch Haslau (Austria Wind)

6.8

0.1

0.2

0.3

-

1.5

Other

 

7.2

5.1

5.2

-

-

13.3

Total

 

155.3

12.6

5.4

76.0

3.4

153.3

1. Represents the non-controlling interest portion included in the Adjusted EBITDA, i.e., the difference between the Adjusted EBITDA and Proportionate adjusted EBITDA.

2. Only reflects the payments of the Debt to NCI in our Maritsa asset disclosed in note 4.25.

In $ millions

 

Year ended December 31, 2021

 

Non-controlling interest

CG assets

Acc. NCI

(Loss)/Profit allocated to NCI

Dividends paid to NCI

Distribution paid to NCI

Contribution received from NCI

Proportionate adjusted EBITDA NCI1

Electrobras (49%)

Chapadas I (Wind Brazil)

15.0

(5.2)

-

-

-

5.2

Electrobras (49%)

Chapadas II (Wind Brazil)

32.0

(2.8)

-

-

-

6.9

NEK (27%)

Maritsa (Bulgaria)

53.3

-

-

19.32

-

34.5

CG Aguila Holdings (20%)

Brazil Hydro and Brazil Solution

10.5

6.6

1.0

-

-

12.3

EIP Energy Infrastructure Holding (49%)

Italy Solar

18.1

-

-

15.0

17.5

17.1

EIP Energy Infrastructure Holding (49%)

Spain CSP

17.0

(2.0)

-

55.8

-

57.6

Energie Burgenland and DH Energie (38%)

Deutsch Haslau (Austria Wind)

6.9

0.3

0.1

0.4

-

1.7

Other

 

8.7

4.5

2.4

8.0

-

13.9

Total

 

161.5

1.4

3.5

98.5

17.5

149.2

1. Represents the non-controlling interest portion included in the Adjusted EBITDA, i.e., the difference between the Adjusted EBITDA and Proportionate adjusted EBITDA.

2. Only reflects the payments of the Debt to NCI in our Maritsa asset disclosed in the note 4.25.

Set out below is summarized financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts disclosed for each subsidiary are before inter-company eliminations.

 

In $ millions

 

Year ended December 31, 2020

 

Non-controlling interest

CG assets

Non-current assets

Current assets

Non-current liabilities

Current liabilities

Revenue

Profit or (Loss)

Electrobras (49%)

Chapadas I (Wind Brazil)

151.6

25.8

97.4

37.5

20.1

(5.6)

Electrobras (49%)

Chapadas II (Wind Brazil)

165.1

22.3

80.5

30.4

27.0

(2.3)

NEK (27%)

Maritsa (Bulgaria)

333.1

330.8

99.6

264.4

406.3

58.5

CG Aguila Holdings (20%)

Brazil Hydro and Brazil Solution

212.9

27.7

126.7

55.1

64.2

18.1

EIP Energy Infrastructure Holding (49%)

Italy Solar

225.6

39.4

237.8

30.5

40.7

5.5

EIP Energy Infrastructure Holding (49%)

Spain CSP

1,120.5

77.6

1,087.1

65.9

161.8

8.4

Energie Burgenland and DH Energie (38%)

Deutsch Haslau (Austria Wind)

24.8

3.2

21.1

3.5

4.6

0.3

 

 

 

 

 

 

 

 

In $ millions

 

Year ended December 31, 2021

 

Non-controlling interest

CG assets

Non-current assets

Current assets

Non-current liabilities

Current liabilities

Revenue

Profit or (Loss)

Electrobras (49%)

Chapadas I (Wind Brazil)

137.0

21.0

86.5

42.2

18.5

(10.5)

Electrobras (49%)

Chapadas II (Wind Brazil)

148.9

20.0

71.6

31.5

23.2

(5.7)

NEK (27%)

Maritsa (Bulgaria)

253.1

509.2

55.7

481.7

706.9

49.6

CG Aguila Holdings (20%)

Brazil Hydro and Brazil Solution

165.8

22.3

131.1

22.1

67.1

24.9

EIP Energy Infrastructure Holding (49%)

Italy Solar

268.6

47.5

246.5

36.8

41.2

0.1

EIP Energy Infrastructure Holding (49%)

Spain CSP

981.0

88.3

997.2

33.1

152.9

(4.1)

Energie Burgenland and DH Energie (38%)

Deutsch Haslau (Austria Wind)

20.8

3.3

17.1

3.4

5.1

0.8

 

 

In $ millions

 

Year ended December 31, 2020

 

Non-controlling interest

CG assets

Net cash generated by operating activities

Net cash generated by investing activities

Net cash generated by financing activities

Electrobras (49%)

Chapadas I (Wind Brazil)

16.5

(3.6)

(9.5)

Electrobras (49%)

Chapadas II (Wind Brazil)

17.6

(1.9)

(16.1)

NEK (27%)

Maritsa (Bulgaria)

80.2

(11.3)

(79.4)

CG Aguila Holdings (20%)

Brazil Hydro and Brazil Solution

43.6

(4.5)

(38.3)

EIP Energy Infrastructure Holding (49%)

Italy Solar

30.2

(0.4)

(39.7)

EIP Energy Infrastructure Holding (49%)

Spain CSP

115.4

(6.9)

(113.6)

Energie Burgenland and DH Energie (38%)

Deutsch Haslau (Austria Wind)

3.9

-

(4.2)

 

 

 

 

 

In $ millions

 

Year ended December 31, 2021

 

Non-controlling interest

CG assets

Net cash generated by operating activities

Net cash generated by investing activities

Net cash generated by financing activities

Electrobras (49%)

Chapadas I (Wind Brazil)

16.6

(3.2)

(15.5)

Electrobras (49%)

Chapadas II (Wind Brazil)

16.5

(2.8)

(14.3)

NEK (27%)

Maritsa (Bulgaria)

97.4

(11.3)

(90.9)

CG Aguila Holdings (20%)

Brazil Hydro and Brazil Solution

14.1

(17.9)

1.4

EIP Energy Infrastructure Holding (49%)

Italy Solar

35.8

(23.0)

(6.1)

EIP Energy Infrastructure Holding (49%)

Spain CSP

140.5

(4.6)

(111.0)

Energie Burgenland and DH Energie (38%)

Deutsch Haslau (Austria Wind)

4.0

-

(4.1)

Considering the different nature of cash transactions with Non controlling interests ("NCI"), different categories are presented in the Consolidated statement of cash flows:

.Cash distribution to non-controlling interests: only reflects the payments done as payment of the Debt to NCI in our Maritsa asset disclosed in the Note 4.25.

.Dividends paid to NCI: reflects the payments to NCI in the form of dividends payments.

.Transactions with NCI (cash received): reflects the cash received from NCI usually in the form of capital contributions and proceeds from sell down transactions.

.Transactions with NCI (cash paid): reflects the payments/distributions to NCI in a form other than dividends (principally as capital reduction or shareholders' loans principal and interests repayments).

.Transactions with NCI are presented as financing activities in accordance with IAS 7.

4.24. Borrowings

Certain power plants have financed their electric power generating projects by entering into external financing arrangements which require the pledging of collateral and may include financial covenants as described below. The financing arrangements are generally non-recourse (subject to certain guarantees) and the legal obligation for repayment is limited to the borrowing entity.

The Group's principal borrowings with a nominal outstanding amount of $4,192.2 million in total as of December 31, 2021 (December 31, 2020: $4,871.8 million) primarily relate to the following:

 

Type of borrowing

Currency

Project Financing

Issue

Maturity

Outstanding nominal amount December 31, 2021 ($ million)

Outstanding nominal amount December 31, 2020 ($ million)

Rate

Corporate bond1

EUR

Corporate Indenture

2020

20262028

807.5

867.3

2.75%, 3.125%

Corporate bond1

EUR

Corporate Indenture

2018

2025

454.9

1,038.4

4.125%

Loan Agreement

USD

Mexican CHP

2019

2026

475.4

508.5

LIBOR +2.5%

Loan Agreement

EUR

Spanish CSP

2018

20262038

338.8

392.5

Fixed 5.8% and 6.7%

Loan Agreement

EUR

Spanish CSP

2018

2036

305.2

348.4

3.438%

Loan Agreement2

USD

US and Trinidad and Tobago

2007

2033

186.5

-

Fixed 6.6%

Loan agreement

EUR

Solar Italy

2019

2030

181.7

215.5

EURIBOR 6M +1.7%

Project bond

USD

Inka

2014

2034

165.8

173.2

6.0%

Loan Agreement3

EUR

Spanish CSP

2021

20282034

159.1

152.2

EURIBOR +1.8%Fixed +2.5%

Loan Agreement

USD

Vorotan

2016

2034

116.2

121.5

LIBOR +4.625%

Loan Agreement4

USD

French Caribbean

2021

2026

115.3

-

LIBOR + 3.5%

Loan Agreement / Debentures5

BRL

Chapada I

2015

20322029

103.7

115.5

TJLP + 2.18% /IPCA +8%

Loan Agreement

EUR

Austria Wind

20132020

20272033

109.6

105.2

EURIBOR 6M + 2.45% and 4.305% / EURIBOR 3M +1.95% and 4.0% / EURIBOR 6M +1.55%

Loan Agreement

USD

Cap des Biches

2015

2033

91.0

96.3

USD-LIBOR BBA (ICE) +3.20%

Loan Agreement

EUR

Maritsa

2006

2023

69.2

109.1

EURIBOR +0.125%

Loan Agreement

USD

Togo

2008

2028

72.3

80.8

7.16% (Weighted average)

Loan Agreement5

BRL

Chapada II

2016

2032

72.1

84.8

TJLP +2.18%

Loan Agreement5 6

BRL

Asa Branca

2021

2032

58.9

58.5

TJLP +6.25%

Loan Agreement

EUR

Vorotan

2016

2034

51.4

46.1

0.75% -4.12%

Loan Agreement

USD

KivuWatt

2011

2026

47.6

57.2

LIBOR plus 5.50% and mix of fixed rates

Loan Agreement

EUR

Arrubal

2011

2021

-

98.9

4.9%

Other Credit facilities (individually < $50 million)

Various

Various

2012 - 2019

2021 - 2034

210.0

201.9

Mix of fix andvariable rates

Total

 

 

 

 

4,192.2

4,871.8

 

1. Corporate bond issued by ContourGlobal Power Holdings S.A. in July 2018 for €750 million dual-tranche, includes €450 million bearing a fixed interest rate of 3.375% maturing in 2023 and €300 million bearing a fixed interest rate of 4.125% maturing in 2025. In July 2019, a new €100 million corporate bond tab was added to the €300 million tranche bearing the same fixed interest rate of 4.125% maturing also in 2025. On December 17, 2020 two new Corporate bonds were issued by ContourGlobal Power Holdings S.A. for €410 million aggregate principal amount of 2.75% senior secured notes due in 2026 and €300 million aggregate principal amount of 3.125% senior secured notes due in 2028. On January 6, 2021 the Group redeemed the €450 million ($549.7 million) aggregate principal amount of its 3.375% senior secured notes due 2023.

2. On February 18, 2021, the Group acquired a Thermal portfolio in the United States of America and Trinidad and Tobago representing a total of 1,502 MW. The legal entity Lea Power acquired as per this transaction issued 6.595% Senior Secured Notes under an indenture dated July 24, 2007 which are due to mature in June 2033.

3. On May 14, 2021, Termosolar Alvarado entered into a €161.6 million ($195.2 million) facilities agreement with Unicredit Bank AG, Banco De Crédito Social Cooperativo, S.A., Rivage Euro Debt Infrastructure 3, Rivage Richelieu 1 Fcp, L7 Investment Holdings LP, refinancing the Alvarado facility. The Facility bears interest at EURIBOR plus 1.8% and fixed 2.5% per year and matures in 2028 and 2034.

4. On September 29, 2021, ContourGlobal Luxembourg Sarl entered into a $120.0 million loan agreement with the Bank of Nova Scotia refinancing the Caribbean assets. The agreement bears interest at LIBOR plus 3.5% and matures in 2026.

5. Taxa de Juros de Longo Prazo ("TJLP") represents the Brazil Long Term Interest Rate, which was approximately 5.32% at December 31, 2021 (December 31, 2020: 4.55%).

6. On July 12, 2021, Asa Branca Holding S.A. entered into a R$315.0 million ($59.9 million) debentures agreement refinancing the Asa Branca loan agreement. The loan agreement bears interest at TJLP plus 6.25% and matures in 2032.

With the exception of our corporate bond and revolving credit facility, all external borrowings relate to project financing. Such project financing are generally non-recourse (subject to certain guarantees).

The carrying amounts of the Group's borrowings are denominated in the following currencies:

 

Years ended December 31

 

In $ millions

2021

2020

US Dollars

1,295.9

1,056.1

Euros1

2,625.3

3,382.2

Brazilian Reals

254.9

392.0

Total

4,176.1

4,830.3

Non-current borrowings

3,809.1

3,895.5

Current borrowings

367.0

934.8

Total

4,176.1

4,830.3

1. €450 million corporate bond maturing in 2023 ($549.7 million) was shown as current in the prior period as a result of the refinancing in December 2020 which resulted in a commitment to repay these bonds in January 2021. The amounts were repaid on January 6, 2021.

 

The carrying amounts and fair value of the current and non-current borrowings are as follows:

 

 

Carrying amount

Fair value

 

 

Years ended December 31,

Years ended December 31,

 

In $ millions

2021

2020

2021

2020

Credit facilities

2,750.6

2,720.2

2,876.6

2,817.9

Bonds

1,425.5

2,110.1

1,456.8

2,191.3

Total

4,176.1

4,830.3

4,333.4

5,009.2

Net debt as of December 31, 2021 and 2020 is as follows:

 

 

Years ended December 31

 

In $ millions

2021

2020

Cash and cash equivalents

369.1

1,396.9

Borrowings - repayable within one year

(349.0)

(899.7)

Borrowings - repayable after one year

(3,843.2)

(3,972.1)

Interest payable, deferred financing costs and other

16.1

41.5

IFRS 16 liabilities

(30.2)

(32.9)

Net debt

(3,837.2)

(3,466.3)

 

 

 

Cash and cash equivalents

369.1

1,396.9

Borrowings - fixed interest rates1

(3,762.6)

(4,306.6)

Borrowings - variable interest rates

(429.6)

(565.2)

Interest payable, deferred financing costs and other

16.1

41.5

IFRS 16 liabilities

(30.2)

(32.9)

Net debt

(3,837.2)

(3,466.3)

1. Borrowings with fixed interest rates taking into account the effect of interest rate swaps.

 

In $ millions

Cash and cash equivalents

Borrowings

IFRS 16 liabilities

Total net debt

As of January 1, 2020

558.5

(4,090.5)

(33.3)

(3,565.3)

Cash-flows

810.6

-

-

810.6

Acquisitions / disposals

-

-

-

-

Proceeds of borrowings

-

(938.9)

-

(938.9)

Repayments of borrowings

-

323.4

-

323.4

Repayments of borrowings and interests to NCI1

-

49.5

-

49.5

Currency translations differences and other

27.8

(173.8)

-

(146.0)

IFRS 16 liabilities net movement2

-

-

0.4

0.4

As of December 31, 2020

1,396.9

(4,830.3)

(32.9)

(3,466.3)

Cash-flows

(995.7)

-

-

(995.7)

Acquisitions / disposals

25.5

(277.4)

-

(251.9)

Proceeds of borrowings

-

(790.7)

-

(790.7)

Repayments of borrowings

-

1,304.2

-

1,304.2

Repayments of borrowings and interests to NCI1

-

60.4

-

60.4

Liabilities held for sale

-

136.5

-

136.5

Currency translations differences and other

(57.6)

221.2

-

163.6

IFRS 16 liabilities net movement2

-

-

2.7

2.7

As of December 31, 2021

369.1

(4,176.1)

(30.2)

(3,837.2)

1. Refers to repayment of shareholders loans principal and interests with NCI included in the consolidated statement of cash flows on the line "Transactions with non-controlling interest holders, cash paid" related to CSP Spain (note 4.23).

2. IFRS 16 liabilities net movement includes -$1.4 million for assets acquired through business combinations (note 3.1), -$1.4 million lease additions (2020: -$3.6 million), $6.0 million lease payments (2020: $6.8 million), -$0.3 million for assets recognized as held for sale (note 3.1) and -$0.2 million currency translation adjustment (2020: -$2.8 million).

Debt covenants and restrictions

The Group's borrowing facilities are subject to a variety of financial and non financial covenants. The most significant financial covenants include debt service coverage ratio; leverage ratio; debt to equity ratio; equity to assets ratio; loan life coverage ratio and decreasing senior debt to total debt ratio.

Non-financial covenants include the requirement to maintain proper insurance coverage, enter into hedging agreements, maintain certain cash reserves, restrictions on dispositions, scope of the business, and mergers and acquisitions.

These covenants are monitored appropriately to ensure that the contractual conditions are met.

A technical breach in a minor condition regarding the number of authorized offshore bank accounts has been identified in relation to the financing of our Cap des Biches asset. The Company has performed a technical analysis and concluded that it has an unconditional right to defer payment for at least 12 months and hence $85.5 million of debt is presented as non current in line with the contracted repayment schedule.

Securities given

The Corporate bond, Revolving Credit Facility, HSBC LC facility and UniCredit LC facility at CG Power Holdings level are secured by pledges of shares of certain subsidiaries (ContourGlobal LLC, ContourGlobal Spain Holding Sàrl, ContourGlobal Bulgaria Holding Sàrl, ContourGlobal Latam Holding Sàrl, ContourGlobal Hummingbird UK Holdco I Limited, ContourGlobal Hummingbird US Holdco Inc., ContourGlobal Terra Holdings Sàrl and ContourGlobal Worldwide Holdings Sàrl), and guarantees from ContourGlobal plc, and the above subsidiaries.

Guarantees are also given to Goldman Sachs, Credit Suisse International, Citibank Europe plc, HSBC Bank USA National Association, JP Morgan Securities plc, and Mizuho Capital Markets LLC in relation to the hedging instruments existing at ContourGlobal Power Holdings S.A.

Project financing

Facility

Maturity

Security / Guarantee given

CSP Spain (excluding Alvarado)

Long Term Facility

2036

First ranking security interest in the shares of all the entities in the borrower group plus pledge of receivables and project accounts. Assignment of insurances.

Alvarado 2021

Long Term Facility

2034

Pledge over all the shares of the Borrower, Pledge over the Borrower's Accounts, Pledge over all credit rights of the Borrower under Major Project Documents and the Hedging Agreements to which it is a party, Promissory mortgage over the Project assets.

ContourGlobal plc guarantee in case of Tax Group Exit.

Asa Branca 2021

Debentures

2033

Chattel mortgage of shares of the Issuer and the SPE, fiduciary assignment of all dividends as a result of Issuer's and the SPE's shares.

Austria Wind Refinancing 2020

Long Term Facility

2033

Share pledge on the Borrower and each Obligor, pledge of receivables, pledge over accounts, step in rights agreements in Project Contracts.

Berg 2021

Long Term Facility

2035

First ranking security over the shares held in the Borrower, Assignment over the Borrower's rights under Project Documents, pledge over project accounts, pledge over the windfarm superstructures (Superädifikate).

Borger

Long Term Facility

2022

Pledge of shares of the issuer, Pledge of governmental approvals, Pledge of all accounts and Letters of Credit, Pledge of assets and project contracts, Pledge of insurance policies, Pledge of all tangible and intangible property of the Partnership, Pledge of rights to withdraw from the Steam Escrow Account.

Brazil Hydro 2021

Debentures

2029

Fiduciary sale of all shares issued by the Issuer and the Suretors, Fiduciary assignment of all dividends.

Caribbean 2021

Long Term Facility

2026

Pledge of shares, Pledge over project accounts, Pledge of Receivables

ContourGlobal Plc guarantee on Debt service reserve facility and Working Capital facility.

Inka

Senior secured notes

2034

Pledge of shares of Energia Eolica SA, EESA assets, accounts, assignment of receivables of the project contracts and insurances.

Chapada I

Long Term Facility

2032

Pledge of shares of Chapada I SPVs and Holding, SPVs assets, accounts, assignment of receivables of the project contracts and insurances.

ContourGlobal plc guarantee to LC providers in case Chapada I cannot serve debt.

Maritsa

Credit Facility

2023

Pledge of the shares, any dividends on the pledged shares and the entire commercial enterprise of ME-3, including the receivables from the ME-3 PPA.

Vorotan

Long Term Facility

2034

Pledge of shares of ContourGlobal HydroCascade CSJC assets and project accounts, assignment of receivables arising from the project contracts and insurances.

Chapada II

Long Term Facility

2032

Pledge of shares of Chapada II SPVs and Holding, SPVs assets, accounts, assignment of receivables of the project contracts and insurances.

Cap des Biches

Credit Facility

2033

Pledge over CG Senegal and CG Cap des Biches Sénégal shares, pledge over the project accounts, charge over the assets of CG Cap des Biches Sénégal, assignment of receivables of CG Cap des Biches Sénégal and the insurance policies, direct agreement on the project contracts.

Togo

Loan agreement

2028

ContourGlobal Plc guarantee on cash shortfall for Debt service, and (i) a pledge of CG Togo LLC and CG Togo SA capital stock, (ii) a charge on equipment, material and assets of CG Togo SA, (iii) the assignment of receivables of CG Togo SA, (iv) the assignment of insurance policies, and (v) a pledge on the project accounts.

Kivuwatt

Financing Arrangement

2026

Secured by, among others, (i) KivuWatt Holdings' pledge of all of the shares of KivuWatt held by KivuWatt Holdings, (ii) certain of KivuWatt's bank accounts and (iii) KivuWatt's movable and immovable assets.

ContourGlobal Plc $1.2 million guarantee for the benefit of KivuWatt under the PPA and Gas

Concession to the Government of Rwanda and to Electrogaz (outside of the loan guarantee).

$8.5 million UK Plc guarantee to cover Debt Service Reserve Aaccount as of 31 December 2019.

Chapada III

Long Term Facility

2032

Pledge of shares of Chapada III SPVs and Holding, SPVs assets, accounts, assignment of receivables of the project contracts and insurances.

Corporate guarantee from ContourGlobal do Brazil Holding Ltda until Financial Completion.

Hobbs

Long Term Facility

2033

Pledge over shares of the borrower, pledge over the project accounts, charge over the assets, assignment of receivables and the insurance policies, direct agreement on the project contracts. Pledge of right to terminate the Operating Agreement.

Mexican CHP

Long Term Facility

2026

Pledge of the CGA I and CELCSA shares, assets and accounts, assignment of receivables and insurance policies. $32.4 million ContourGlobal plc guarantee for the Debt Service Reserve Account.

Raiffeisen Windparks

Long Term Facility

2026

Pledge of Project Accounts. Pledge of shares. Pledge of rights under Project Contracts.

Sao Domingos II

Debentures

2027

Trust assignment of credit rights. Chattel mortgage of shares. Chattel mortgage of machines and equipment.

Solar Italy

Long Term Facility

2030

Pledge over Project Accounts. Pledge over shares. Assignement of Receivables of Borrower and CG Energetica.

Solar Slovakia

Long Term Facility

2025

Pledge over receivables. Pledge over movables. Pledge of ownership interest. Mortgage over real estate property.

Waterside

Long Term Facility

2024

Assignment of membership interests. Assignment of rights under the Operating Agreement. Assignment of Additional membership interests. Assignment of rights appurtenant to property. Assignment of proceeds from collateral.

WGP

Long Term Facility

2023

Pledge of stock. Pledge of Debt Securities. Pledge of receivables. Pledge of shares. Mortgage of property.

Zistersdorf

Long Term Facility

2027

Pledge of shares. Pledge of Project property or Trumpet Area. Pledge of DSRA. Assignment of the retention of title to the privileged portions of the Wind Turbine Systems. Assignment of rights under Project Agreements.

4.25. Other non-current liabilities

 

December 31

 

In $ millions

2021

2020

Debt to non-controlling interest1

21.8

28.6

Deferred payments on acquisitions2

47.9

33.5

IFRS 16 lease liabilities

26.2

28.6

Other3

72.1

34.2

Total other non-current liabilities

168.0

124.9

1. Debt to non-controlling interests: in 2011, the Group purchased a 73% interest in the Maritsa power plant. NEK owns the remaining 27% of the Maritsa power plant. The shareholders' agreement states that all distributable results available should be distributed to shareholders, with no unconditional right to avoid dividends. Consequently and in accordance with IAS 32 'Financial Instruments: presentation', shares held by NEK do not qualify as equity instruments and are recorded as a liability to non-controlling interests in the Group's consolidated statement of financial position. The debt to non-controlling interests was recorded at fair value at the date of acquisition (in accordance with IFRS 3) using a discounted cash flow method based on management's best estimate at that date of the future distributable profits to the minority shareholder NEK over the period of the PPA. This debt is discounted using a European risk free rate adjusted for the credit default swap (CDS) spread for Bulgaria. The debt is subsequently held at amortized cost.

The change in the debt to Maritsa non-controlling interest is presented below:

 

 

December 31

 

In $ millions

2021

2020

Beginning of the year

46.3

58.1

Dividends

(19.3)

(18.9)

Unwinding of discount

0.9

0.1

Additional dividend paid

7.4

3.0

Currency translation adjustments

(2.7)

4.0

End of the year

32.6

46.3

Current liabilities

10.8

17.7

Non-current liabilities

21.8

28.6

As of December 31, 2021

32.6

46.3

 

2. As of 31 December 2021, deferred payments and earn-outs on acquired entities relate to deferred payments to be made to initial developers of certain Brazil Wind assets for $14.7 million (31 December 2020: $15.2 million) and Spain CSP previous owner for $17.1 million (31 December 2020: $18.3 million). For the Brazil Wind assets, the liability is reviewed at each reporting date and is based on a percentage of the projected revenue generated under the current power purchase agreements and for Spain CSP the liability is based on a pre-defined amount.

 3. Mainly relates to $33.5 million at 31 December 2021 (31 December 2020: $0.8 million) in relation to Spain CSP, which represents the excess cash received based on the net market price compared to the pre-established prices for the current regulatory period, which will be settled over future regulatory periods.Also includes contractual obligations in Brazil, including shortfall and penalties when wind asset generation falls below contracted PPA for $14.7 million at 31 December 2021 (31 December 2020: $15.4 million)

4.26. Provisions

In $ millions

Decommissioning / Environmental / Maintenance provision

Legal and other

Total

As of January 1, 2020

43.9

17.1

61.0

Acquired through business combination

-

-

-

Additions

2.1

3.7

5.8

Unused amounts reversed

(3.1)

(1.4)

(4.5)

Amounts used during the period

-

(1.3)

(1.3)

Currency translation differences and other

2.9

0.2

3.1

As of December 31, 2020

45.8

18.3

64.1

Acquired through business combination

32.8

3.1

35.9

Additions

0.7

3.3

4.0

Unused amounts reversed

(2.7)

(1.9)

(4.6)

Amounts used during the period

(1.1)

(0.7)

(1.8)

Assets held for sale

(2.6)

(2.6)

(5.2)

Currency translation differences and other

(0.6)

(1.3)

(1.9)

As of December 31, 2021

72.3

18.3

90.6

Provisions have been analyzed between current and non-current as follows:

 

In $ millions

Decommissioning / Environmental / Maintenance provision

Legal and other

Total

Current liabilities

1.9

10.4

12.3

Non-current liabilities

43.9

7.9

51.8

As of December 31, 2020

45.8

18.3

64.1

Current liabilities

1.2

11.7

12.9

Non-current liabilities

71.1

6.6

77.7

As of December 31, 2021

72.3

18.3

90.6

Site decommissioning provisions are recognized based on assessment of future decommissioning costs which would need to be incurred in accordance with existing legislation to restore the sites and expected to occur between 1 and 32 years.

Legal and other provisions include amounts arising from claims, litigation and regulatory risks which will be utilized as the obligations are settled and includes sales tax and interest or penalties associated with taxes.

Legal and other provisions have some uncertainty over the timing of cash outflows.

4.27. Share-based compensation plans

ContourGlobal long-term incentive plan

On 17 May 2021, a fourth grant of performance shares was made under the long term incentive plan ("LTIP") with awards over a total of 2,606,267 ordinary shares of 1 pence in ContourGlobal plc granted to eligible employees (the "participants"). These shares will vest on 17 May 2024 subject to the participants' continued service and to the extent to which the performance conditions set for the awards are satisfied over the period of three years commencing on 1 January 2021 and, ordinarily, ending on 31 December 2023 (the "Performance Period"):

EBITDA condition: 50.0 % of award to the compounded annual growth rate of the Company's EBITDA over the Performance Period.

IRR condition: 25.0 % of award to the internal rate of return on qualifying Company projects over the Performance Period.

LTIR condition: 25.0 % of award to the lost time incident rate of the Company over the Performance Period.

The LTIPs are considered to be equity-settled share-based incentives, presented within Selling, general and administrative expenses in the consolidated statement of income.

The likelihood of these conditions has been valued using the Monte Carlo model and the resulting share-based payments charge is being spread evenly over the period between the grant date and the vesting date (36 months). The likelihood will be reassessed each year.

Awards granted during the period included dividend equivalents and hence their fair value was estimated as being equal to the share price ($2.72) on grant date with no other assumptions being incorporated into the valuation

Including this grant, restricted shares were granted under the LTIP with awards over a total of 129,735 ordinary shares of 1 pence in ContourGlobal plc to eligible employees (the "participants"). These shares will vest on 17 May 2024 subject to the participants' continued service.

The Group's total charge for equity-settled share-based incentives for the year of $1.9 million (2020: $1.9 million) has been included within Selling, general and administrative expenses in the consolidated statement of income.

The movements on awards made under the LTIP are as follows:

 

Number of shares

Outstanding as of December 31, 2019

3,624,452

Granted during the year

2,137,665

Forfeited

(334,551)

Vested

-

Outstanding as of December 31, 2020

5,427,566

Granted during the year

2,606,267

Forfeited

(1,293,090)

Vested

(302,712)

Outstanding as of December 31, 2021

6,438,031

Deferred bonus

Certain employees of the Group are eligible to receive deferred bonus awards as determined by the Remuneration Committee, representing 20% of the individual's total bonus based on performance in the previous year. These awards have a normal vesting period of two to three years with the recipient required to remain with the company over the vesting period otherwise leading to forfeiture of the award in the event of termination of employment. On 17 May 2021, a total of 331,627 deferred bonus shares were awarded to employees with a vesting date of 10 March 2023.

4.28. Trade and other payables

 

December 31

 

In $ millions

2021

2020

Trade payables

92.8

67.6

Accrued expenses

504.2

266.1

Trade and other payables

597.0

333.7

 

The increase mainly comes from Maritsa CO2 liabilities.

4.29. Other current liabilities

 

December 31

 

In $ millions

2021

2020

Deferred revenue

6.4

5.6

Deferred payment on acquisition1

-

1.2

Other taxes payable

43.9

34.6

IFRS 16 lease liabilities

3.9

4.3

Other2

130.8

149.1

Other current liabilities

185.0

194.8

1. Relates to the deferred payment of the renewable portfolio in Brazil as of December 31, 2020.

2. Mainly relates to contractual obligations in Brazil, including shortfall and penalties when wind asset generation falls below contracted PPA for $69.4 million at 31 December 2021 (31 December 2020: $47.1 million), other regulatory obligations for hydro assets related to the Generation scaling factor (GSF) for $nil million at 31 December 2021 (31 December 2020: $18.2 million), Maritsa current portion of the non-controlling interest debt for $10.8 million at 31 December 2021 (31 December 2020: $17.7 million); Maritsa CO2 quota for $8.6 million at 31 December 2021 (31 December 2020: $28.0 million) and Arrubal CO2 quota for $22.5 million at 31 December 2021 (31 December 2020: $8.2 million).

In the case of the shortfall and penalties for the Brazilian Wind assets, there is limited estimation uncertainty as the shortfall and penalties are calculated based on factual information, the actual power generated.

4.30. Group undertakings

ContourGlobal PLC owns (directly or indirectly) only ordinary shares of its subsidiaries. There are no preferred shares scheme in place in the Group.

 

ContourGlobal plc

 

United Kingdom

55 Baker Street. London, United Kingdom, W1U 8EW

 

 

Consolidated subsidiaries

Ownership

Country of incorporation

Registered address

ContourGlobal Hydro Cascade CJSC

100%

Armenia

AGBU building; 2/2 Meliq-Adamyan str.,0010 Yerevan, Armenia

ContourGlobal erneuerbare Energie Europa GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria

Windpark HAGN GmbH

95%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria

Windpark HAGN GmbH & Co KG

95%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria

Windpark Deutsch Haslau GmbH

62%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria

ContourGlobal Windpark Zistersdorf Ost GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria

ContourGlobal Windpark Berg GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria

ContourGlobal Windpark Scharndorf GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria

ContourGlobal Windpark Trautmannsdorf GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria

ContourGlobal Windpark Velm GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria

ContourGlobal Management Europa GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria

ContourGlobal Wind Holding GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria

ContourGlobal Development GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria

ContourGlobal Beteiligung GmbH

100%

Austria

Fleischmarkt 1, Top 01, Vienna 1010, Austria

ContourGlobal Maritsa East 3 AD

73%

Bulgaria

48 Sitnyakovo Blvd; 9-th fl., Sofia 1505, Bulgaria

ContourGlobal Operations Bulgaria AD

73%

Bulgaria

TPP ContourGlobal Maritsa East 3, Mednikarovo village 6294, Galabovo District, Stara Zagora Region, Bulgaria

ContourGlobal Management Sofia EOOD

100%

Bulgaria

48 Sitnyakovo Blvd; 9-th fl., Sofia 1505, Bulgaria

Galheiros Geração de Energia Elétrica S.A.

80%

Brazil

Rua Leopoldo Couto Magalhães Junior, 758, 3º andar, São Paulo 04542-000, Brazil

Santa Cruz Power Corporation Usinas Hidroelétricas S.A.

80%

Brazil

Rua Leopoldo Couto Magalhães Junior, 758, 3º andar, Itaim Bibi , São Paulo 04542-000, Brazil

Contour Global Do Brasil Holding Ltda

100%

Brazil

Rua Leopoldo Couto Magalhães Júnior, 758, 3º andar, Sao Paulo 04542-000, Brazil

Contour Global Do Brasil Participações Ltda

80%

Brazil

Rua Leopoldo Couto Magalhães Júnior, 758, 3º andar, Sao Paulo 04542-000, Brazil

Abas Geração de Energia Ltda.

100%

Brazil

Rua Leopoldo Couto Magalhães Junior, 758, 3º andar, São Paulo 04542-000, Brazil

Ventos de Santa Joana IX Energias Renováveis S.A.

51%

Brazil

Rodovia Dr. Mendel Steinbruch, S/N - Km, 08 Sala 182 - Distrito Industrial - Maracanaú - CE

Calcedônia Geração de Energia Ltda.

100%

Brazil

Rua Leopoldo Couto Magalhães Junior, 758, 3º andar, São Paulo 04542-000, Brazil

Ventos de Santa Joana X Energias Renováveis S.A.

51%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000 ,Brazil

Ventos de Santa Joana XI Energias Renováveis S.A

51%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000

Ventos de Santa Joana XII Energias Renováveis S.A.

51%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000 ,Brazil

Ventos de Santa Joana XIII Energias Renováveis S.A.

51%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000 ,Brazil

Ventos de Santa Joana XV Energias Renováveis S.A.

51%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000 ,Brazil

Ventos de Santa Joana XVI Energias Renováveis S.A.

51%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000 ,Brazil

Asa Branca Holding S.A.

100%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000, Brazil

Tespias Geração de Energia Ltda.

100%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000, Brazil

Asa Branca IV Energias Renováveis SA

100%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000, Brazil

Asa Branca V Energias Renováveis SA

100%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000, Brazil

Asa Branca VI Energias Renováveis SA

100%

Brazil

Rua Leopoldo Couto Magalhães Júnior, 758, 3º andar, Sao Paulo 04542-000, Brazil

Asa Branca VII Energias Renováveis SA

100%

Brazil

Rua Leopoldo Couto Magalhães Júnior, 758, 3º andar, Sao Paulo 04542-000, Brazil

Asa Branca VIII Energias Renováveis SA

100%

Brazil

Rua Leopoldo Couto Magalhães Júnior, 758, 3º andar, Sao Paulo 04542-000, Brazil

Ventos de Santa Joana I Energias Renováveis S.A.

51%

Brazil

Rodovia Dr. Mendel Steinbruch, S/N - Km, 08 Sala 182 - Distrito Industrial - Maracanaú - CE

Ventos de Santa Joana III Energias Renováveis S.A.

51%

Brazil

Rodovia Dr. Mendel Steinbruch, S/N - Km, 08 Sala 182 - Distrito Industrial - Maracanaú - CE

Ventos de Santa Joana IV Energias Renováveis S.A.

51%

Brazil

Rodovia Dr. Mendel Steinbruch, S/N - Km 08 ,Sala 182 , Distrito Industrial - Maracanaú - CE

Ventos de Santa Joana V Energias Renováveis S.A.

51%

Brazil

Rodovia Dr. Mendel Steinbruch, S/N - Km, 08 Sala 182 - Distrito Industrial - Maracanaú - CE

Ventos de Santa Joana VII Energias Renováveis S.A.

51%

Brazil

Rodovia Dr. Mendel Steinbruch, S/N - Km, 08 Sala 182 - Distrito Industrial - Maracanaú - CE

Ventos de Santo Augusto IV Energias Renováveis S.A.

51%

Brazil

Rodovia Dr. Mendel Steinbruch, S/N - Km, 08 Sala 182 - Distrito Industrial - Maracanaú - CE

Chapada do Piauí I Holdings S.A.

51%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000

Ventos de Santo Augusto III Energias Renováveis S.A.

100%

Brazil

Rodovia Dr. Mendel Steinbruch, S/N - Km, 08 Sala 182 - Distrito Industrial - Maracanaú - CE

Ventos de Santo Augusto V Energias Renováveis S.A.

100%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000 ,Brazil

ContourGlobal Desenvolvimento S.A.

100%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31 São Paulo 04542-000, Brazil

Chapada do Piauí II Holding S.A.

51%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000

Chapada do Piauí III Holding S.A.

100%

Brazil

Rua Leopoldo Couto de Magalhães Jr., 758 - cj. 31, São Paulo 04542-000, Brazil

Afluente Geração de Energia Eletrica S.A.

80%

Brazil

Praia do Flamengo, 70 - 1º andar Rio de Janeiro - RJ, Brazil

Goias Sul Geração De Energia S.A.

80%

Brazil

Praia do Flamengo, 70 - 2º andar, parte. Rio de Janeiro - RJ, Brazil

RIO PCH I S.A.

56%

Brazil

Praia do Flamengo, 70 - 4º andar Rio de Janeiro - RJ, Brazil

Bahia PCH I S.A.

80%

Brazil

Praia do Flamengo, 70 - 6º andar, parte. Rio de Janeiro - RJ, Brazil

ContourGlobal LATAM S.A.

100%

Colombia

Carrera 7 No. 74-09, Bogota, Colombia

ContourGlobal Solutions Holdings Ltd

100%

Cyprus

Capital Center, 2-4 Arch, Makarios III Avenue, 9th Floor, Nicosia 1065, Cyprus

ContourGlobal Solutions Ltd

100%

Cyprus

Capital Center, 2-4 Arch, Makarios III Avenue, 9th Floor, Nicosia 1065, Cyprus

Selenium Holdings Ltd

100%

Cyprus

Capital Center, 2-4 Arch, Makarios III Avenue, 9th Floor, Nicosia 1065, Cyprus

ContourGlobal La Rioja, S.L

100%

Spain

Arrúbal Power Plant, Polígono Industrial El Sequero, 26150 Arrúbal, La Rioja, Spain.

Contourglobal Termosolar Operator S.L.

100%

Spain

Calle Orense, número 34, 7° piso - 28020 Madrid, Spain

ContourGlobal Termosolar, S.L.

51%

Spain

Calle Orense, número 34, 7° piso - 28020 Madrid, Spain

Rústicas Vegas Altas, S.L.

51%

Spain

Calle Orense, número 34, 7° piso - 28020 Madrid, Spain

Termosolar Majadas, S.L.

51%

Spain

Calle Orense, número 34, 7° piso - 28020 Madrid, Spain

Termosolar Palma Saetilla, S.L.

51%

Spain

Calle Orense, número 34, 7° piso - 28020 Madrid, Spain

Termosolar Alvarado, S.L.

51%

Spain

Calle Orense, número 34, 7° piso - 28020 Madrid, Spain

Crasodel Spain SL

100%

Spain

Calle Orense, número 34, 7° piso - 28020 Madrid, Spain

Energies Antilles

100%

France

8, Avenue Hoche 75008 Paris, France

Energies Saint-Martin

100%

France

8, Avenue Hoche 75008 Paris, France

ContourGlobal Saint-Martin SAS

100%

France

5 Rue du Gal de Gaulle, 8 Immeuble le Colibri Marigot,97150 Saint-Martin, France

ContourGlobal Management France SAS

100%

France

Immeuble Imagine 20-26 boulevard du Parc 92200 Neuilly-sur-Seine, France

ContourGlobal Worldwide Holdings Limited

100%

Gibraltar

Hassans, Line Holdings Limited, 57/63 Line Wall Road, Gibraltar

ContourGlobal Helios S.r.l.

51%

Italy

Via Cusani 5, Milan 20121, Italy

ContourGlobal Solar Holdings (Italy) S.r.l.

51%

Italy

Via Cusani 5, Milan 20121, Italy

ContourGlobal Oricola S.r.l.

100%

Italy

Via Cusani 5, Milan 20121, Italy

ContourGlobal Solutions (Italy) S.R.L.

100%

Italy

Via Cusani 5, Milan 20121, Italy

Portoenergy S.r.l.

51%

Italy

Via Cusani 5, Milan 20121, Italy

Officine Solari Barone S.r.l.

51%

Italy

Via Cusani 5, Milan 20121, Italy

Officine Solari Camporeale S.r.l.

51%

Italy

Via Cusani 5, Milan 20121, Italy

Contourglobal Mediterraneo S.r.l

51%

Italy

Via Cusani 5, Milan 20121, Italy

Officine Solari Aquila S.r.l.

51%

Italy

Contrada Piana del Signore s.n.c. 93012 Gela (CL), Italy

ContourGlobal Energetica S.R.L.

51%

Italy

Via Cusani 5, Milan 20121, Italy

ContourGlobal Eight Srl

51%

Italy

Via Cusani 5, Milan 20121, Italy

ContourGlobal Green Srl

51%

Italy

Via Cusani 5, Milan 20121, Italy

ContourGlobal Industrial Srl

51%

Italy

Via Cusani 5, Milan 20121, Italy

ContourGlobal Light Srl

51%

Italy

Via Cusani 5, Milan 20121, Italy

ContourGlobal One Srl

51%

Italy

Via Cusani 5, Milan 20121, Italy

ContourGlobal Sole Srl

51%

Italy

Via Cusani 5, Milan 20121, Italy

Solar 6 S.R.L.

51%

Italy

Via Cusani 5, Milan 20121, Italy

BS Energia New S.R.L.

51%

Italy

Via Cusani 5, Milan 20121, Italy

ContourGlobal Management Italy S.R.L.

100%

Italy

Via Cusani 5, Milan 20121, Italy

ContourGlobal Horus srl

51%

Italy

Via T. Grossi 2, Milan 20121, Italy

Green Hunter Group Spa

51%

Italy

Via T. Grossi 2, Milan 20121, Italy

Green Hunter Spa

51%

Italy

Via T. Grossi 2, Milan 20121, Italy

Actasol 5 S.R.L.

51%

Italy

Via T. Grossi 2, Milan 20121, Italy

Actasol 6 S.R.L.

51%

Italy

Via T. Grossi 2, Milan 20121, Italy

Cinque S.R.L.

51%

Italy

Via T. Grossi 2, Milan 20121, Italy

Marche Solare 1 Srl

51%

Italy

Via T. Grossi 2, Milan 20121, Italy

Spf Energy Uno Srl

51%

Italy

Via T. Grossi 2, Milan 20121, Italy

Spf Energy Due Srl

51%

Italy

Via T. Grossi 2, Milan 20121, Italy

Spf Energy Tre Srl

51%

Italy

Via T. Grossi 2, Milan 20121, Italy

ContourGlobal Kosovo L.L.C.

100%

Kosovo

Anton çeta 5a 1000 Pristina Republic of Kosovo

ContourGlobal Luxembourg S.àr.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

CONTOURGLOBAL PLC AND SUBSIDIARIES

Notes to the consolidated financial statements continued

Consolidated subsidiaries

Ownership

Country of incorporation

Registered address

Kani Lux Holdings S.à r.l.

80%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Africa Holdings S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Bulgaria Holding S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Spain Holding S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Latam Holding S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

Vorotan Holding S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Terra 2 S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Terra 3 S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Development Holdings S.à r.l

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Terra 5 S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Terra 6 S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Solutions Holdings S.a.r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Senegal Holdings S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Terra Holdings S.à r.l

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Power Holdings S.A.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Worldwide Holdings S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Mirror 1 S.à.r.l

51%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Mirror 2 S.à.r.l

51%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Mirror 3 S.à.r.l

51%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Spain O&M HoldCo S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Intermediate O&M S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Ursaria 3 S.à r.l.

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Mirror 7 S.à.r.l

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Mirror 4 S.à.r.l

100%

Luxembourg

35-37 Avenue de la Liberté L-1931 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Africa Topoco S.à.r.l

100%

Luxembourg

5 Rue de Strasbourg, L-2561 Luxembourg, Grand Duchy of Luxembourg

ContourGlobal Africa Energy S.à.r.l

100%

Luxembourg

5 Rue de Strasbourg, L-2561 Luxembourg, Grand Duchy of Luxembourg

Aero Flash Wind, S.A.P.I. DE C.V.

75%

Mexico

Mexico City, Mexico / Tax Address : Ciudad de Tecate, Baja California

ContourGlobal holding de generación de energía de México

100%

Mexico

Monterrey, Estado de Nuevo Leon, Mexico

ContourGlobal Servicios Administrativos de generación

100%

Mexico

Monterrey, Estado de Nuevo Leon, Mexico

ContourGlobal Servicios Operacionales de México

100%

Mexico

Monterrey, Estado de Nuevo Leon, Mexico

Cogeneración de Altamira, S.A. DE C.V.

100%

Mexico

 San Pedro Garza Garcia, Nuevo Leon, Mexico

Cogeneración de Energía Limpia De Cosoleacaque S.A De C.V.

100%

Mexico

 San Pedro Garza Garcia, Nuevo Leon, Mexico

KivuWatt Holdings

100%

Mauritius

4th Floor, Tower A, 1CyberCity, c/o Citco (Mauritius) Limited, Ebene, Mauritius

ContourGlobal Solutions (Nigeria) Ltd

100%

Nigeria

St. Nicholas House, 10th Floor, Catholic Mission Street, Lagos, Nigeria

Contourglobal Bonaire B.V.

100%

Netherlands

Kaya Carlos A. Nicolaas 3 , Bonaire, Netherlands

Energía Eólica S.A.

100%

Peru

Av. Ricardo Palma 341, Office 306, Miraflores, Lima 18, Peru

ContourGlobal Peru SAC

100%

Peru

Av. Ricardo Palma 341, Office 306, Miraflores, Lima 18, Peru

Energía Renovable Peruana S.A.

100%

Peru

Av. Ricardo Palma 341, Office 306, Miraflores, Lima 18, Peru

Energía Renovable del Norte S.A.

100%

Peru

Av. Ricardo Palma 341, Office 306, Miraflores, Lima 18, Peru

ContourGlobal Solutions (Poland) Sp. Z o.o.

100%

Poland

ul. Przemyslowa 2A, Radzymin 05-250 - Poland

ContourGlobal Solutions (Ploiesti) S.R.L.

100%

Romania

Ploeisti, 285 Gheorge Grigore, Cantacuzino street, Prahova County, Ploeisti, Romania

Petosolar S.R.L.

100%

Romania

7 Ghiocei street, ap. 1, Panciu locality, Panciu city, Vrancea county, Romania

Kivu Watt Ltd

100%

Rwanda

Plot 9714, Nyarutarama, P. O. Box 6679, Kigali, Rwanda

RENERGIE Solarny Park Holding SK I a.s.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

PV Lucenec S.R.O.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Rimavské Jánovce s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Dulovo s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Gemer s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Hodejov s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Jesenské s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Nižná Pokoradz s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Riečka s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Rohov s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Starňa s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Včelince 2 s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Hurbanovo s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

AlfaPark s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Druhá slnečná s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

SL03 s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Bánovce nad Ondavou s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Bory s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Budulov s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Kalinovo s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

ZetaPark Lefantovce s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny Lefantovce s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Michalovce s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Nižný Skálnik s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Otročok s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Paňovce s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Gomboš s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Rimavská Sobota s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Horné Turovce s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Uzovská Panica s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

RENERGIE Solárny park Zemplínsky Branč s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

ZetaPark s.r.o.

51%

Slovak Republic

Pribinova 25, 811 09 Bratislava, Slovakia

ContourGlobal Cap des Biches Senegal S.à r.l.

100%

Senegal

2, Place de L'Indépendance, Dakar, BP 23607, Senegal

ContourGlobal Togo S.A.

80%

Togo

Route D'Aného, Baguida, BP 3662 , Lomé - Togo

ContourGlobal Trinity Power Ltd

100%

Trinidad and Tobago

P.O. BAG 498, Railway Road, Dow Village, Couva, Trinidad and Tobago, W.I.

ContourGlobal Solutions Ukraine LLC

100%

Ukraine

32, Konstantiniska street, 04071 Kiev, Ukraine

ContourGlobal Solutions (Northern Ireland) Limited

100%

United Kingdom

6th Floor Lesley Tower, 42-26 Fountain Street, Belfast BT1 5EF, Ireland

ContourGlobal Europe Limited

100%

United Kingdom

55 Baker Street, London, W1U 8EW, United Kingdom

Contour Global Hummingbird UK Holdco I Ltd

100%

United Kingdom

55 Baker Street, London, W1U 8EW, United Kingdom

Contour Global Hummingbird UK Holdco II Ltd

100%

United Kingdom

55 Baker Street, London, W1U 8EW, United Kingdom

Contour Global LLC

100%

US

1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801, USA

Contour Global Management Inc

100%

US

1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801, USA

ContourGlobal Services Brazil LLC

100%

US

650 Fifth Ave - 17th Fl., New York, New York 10019, USA

ContourGlobal Togo LLC

100%

US

2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, USA

ContourGlobal Senegal Holdings LLC

100%

US

2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, USA

ContourGlobal Senegal LLC

100%

US

1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801, USA

CG Solutions Global Holding Company LLC

100%

US

1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801, USA

Lea Power Partners, LLC

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

Borger Energy Associates, LP

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

Waterside Power, LLC

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

Badger Creek Limited

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

Bear Mountain Limited

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

Chalk Cliff Limited

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

Live Oak Limited

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

McKittrick Limited

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

Kern Front Limited

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

Double C Generation Limited

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

High Sierra Limited

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

WCAC Operating Company California, LLC

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

Carib Holdings, LLC

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

WGP Holdings II, LLC

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

WG Partners Holdings, LLC

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

WG Partners Acquisition, LLC

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

ContourGlobal Hummingbird US HoldCo Inc.

100%

US

12 Timber Creek Lane, Universal Registered Agents, County of New Castle, Newark, Delaware 19711, USA

 

 

Investments in associates accounted under the equity method:

Ownership

Country of incorporation

Registered address

TermoemCali I S.A. E.S.P.

37%

Colombia

Carrera 5A Nº 71-45, Bogotá, Colombia

Compañía Eléctrica de Sochagota S.A. E.S.P.

49%

Colombia

Carrera 14 No. 20-21 Local 205A, Plaza Real, Tunja, Colombia

Evacuacion Villanueva des Rey, S.L.

18%

Spain

Calle Orense 34, 7ª planta, 28020 Madrid, Spain

 

4.31. Related party disclosure

ContourGlobal L.P. and Reservoir Capital Group

As of December 31, 2021 ContourGlobal plc and its subsidiaries have no significant trading relationship with the Group's main shareholder, ContourGlobal L.P., and Reservoir Capital Group which ultimately controls ContourGlobal L.P.

Key management personnel

Compensation paid to key management (executive and non-executive committee members) amounted to $9.6 million in December 31, 2021 (December 31, 2020: $15.2 million).

 

 

Years ended December 31

 

In $ millions

2021

2020

Salaries and short term employee benefits

5.1

4.6

Termination benefits

-

-

Post employment benefits

0.2

0.1

Profit-sharing and bonus schemes

2.0

2.0

Private incentive plan1

-

6.6

Non-executive Directors' emoluments

0.9

0.8

Other share based payments

1.4

1.1

Total

9.6

15.2

1. The private incentive plan ended 31 December 2020.

4.32. Financial commitments and contingent liabilities

a) Commitments

The Group has contractual commitments with, among others, equipment suppliers, professional service organizations and EPC contractors in connection with its power projects under construction that require payment upon reaching certain milestones.

As of December 31, 2021, the Group has completed its Maritsa construction projects and had $0.2 million of firm purchase commitments of property plant and equipment outstanding in connection with its facilities. The Group also has contractual arrangements with Operating and Maintenance (O&M) providers and transmission operators in relation to certain of its operating assets. Maritsa has a long-term Lignite Supply Agreement (LSA) with Maritsa Iztok Mines (MMI) for the purchase of lignite. According to the agreement, Maritsa has to purchase minimum monthly quantities, amounting to 6,187 thousand standard tons per calendar year. The total commitment through the remaining term of the LSA (February 2024) is 12,890 thousand standard tons, equal to $123.7 million at December 2021 prices ($9.59 per standard ton), as compared to 19,077 thousand standard tons equal to $196.6 million at the end of 2020 ($10.31 per standard ton). In the event of a failure on the part of CG Maritsa East 3 AD (ME-3) to take a minimum monthly quantity in any month, ME-3 shall, except in cases caused by Force Majeure and certain actions of Bulgarian authorities as described in the contract, pay to MMI an amount equal to the difference between (i) the aggregate amount paid or payable in respect of lignite delivered during such month and (ii) the aggregate amount that would have been payable had the minimum monthly quantity been taken during such month.

The Group also has agreements related to our Austria Wind project repowering started in 2017. As of December 31, 2021 we are committed to purchase €48.3 million ($54.9 million) worth of equipment and installation during 2022.

b) Contingent liabilities

The Group has contingent liabilities in respect of legal and tax claims arising in the ordinary course of business. The Group reviews these matters in consultation with internal and external legal counsel to make a determination on a case-by-case basis whether a loss from each of these matters is probable, possible or remote. These claims involve different parties and are subject to substantial uncertainties.

Kivuwatt arbitration (KivuWatt Ltd)

REG, which replaced its subsidiary Energy Utility Corporation as the claimant in an ad hoc arbitration under the arbitration rules of the United Nations Commission on International Trade Law ("UNCITRAL"), claims damages provisionally quantified at approximately $80 million allegedly arising from KivuWatt's alleged delay in entering into commercial service.

KivuWatt contests REG's right to any damages over and above the $1.2 million cap in liquidated damages provided for in the Power Purchase Agreement and already paid by KivuWatt.

No provision has been recorded as of 31 December 2021 in relation to the above claims as the Group considers that it is less than probable that liabilities will arise from these claims.

Mexico CHP wheeling charges

The injunction granted in the context of the Amparo lawsuit in Mexico described in note 2.4 was conditional upon submission of monthly guarantees (bonds) to the court to cover the difference between the former wheeling fees and the new ones. These guarantees amount to $56.6 million as of December 31, 2021.

As an unfavorable outcome is considered unlikely, a contingent liability has been disclosed in relation to the guarantees as opposed to a provision. Further, in the unlikely event that the wheeling fees increase is confirmed in the final judgment, the Company will recharge most of the increased fees to the related offtakers and will incur additional wheeling fees below $12 million in relation to the years ended 31 December 2020 and 2021.

Togo

ContourGlobal Togo received in late December 2020 a notification from CEET (offtaker of the power purchase agreement) and the Republic of Togo regarding certain alleged breaches of the power purchase agreement and concession agreement, respectively, questioning the performance of the Togo plant and alleging overpayment of $58 million under "take or pay" provisions. The risk of a liability to CEET is assessed as possible and no provision has been recognized as of 31 December 2021.

Taxes

Judgement is sometimes required in determining how to account for indirect or direct tax positions where the ultimate tax determination is uncertain. These positions include areas such as the tax deductibility or treatment of certain costs (in particular, of one-off items that might arise on an acquisition, disposal or internal restructuring), the pricing of goods or services provided between Group companies and the application of local tax law within each territory in which the Group operates. Liabilities are recognized in accordance with relevant accounting standards based on management's best estimate of the outcome, having taken advice where it is considered appropriate to do so. However, if the Group is challenged by local tax authorities, it is possible that the final outcome of these matters may be different from the amounts recorded and additional expenses may be recognized in later periods. The Group is not currently subject to any tax audit where it is considered there is a more than remote probability of a material tax adjustment where we have not provisioned and the risk of a material adjustment to tax provisions within the next 12 months is not considered to be significant.

c) Leasing activities

Operating lease as a lessor

The Group is lessor under non-cancellable operating leases. The future aggregate minimum lease payments receivable under non-cancellable operating leases are as follows:

 

Years ended December 31

 

In $ millions

2021

20201

Minimum lease payments receivable

 

 

No later than 1 year

166.5

76.6

Later than 1 year and no later than 5 years

537.6

253.7

Later than 5 years

513.8

27.7

Total

1,217.9

358.0

1. The comparative has been updated to include $110.2 million aggregate minimum lease payments receivable under non-cancellable operating lease relating to Bonaire and to use forecasted future revenue as a basis of minimum lease payments receivable.

The property, plant and equipment related to the assets as the operating lease as a lessor relates to Solutions plants, Energie Antilles, Bonaire, Hobbs, Five Brothers and Trinity for the year ended December 31, 2021 as follows.

 

In $ millions

Land

Power plant assets

Construction work in progress

Right of use assets

Other

Total

Cost

0.1

263.5

1.6

0.9

9.3

275.4

Accumulated depreciation and impairment

-

(169.2)

-

(0.5)

(8.0)

(177.7)

Carrying amount as of January 1, 2021

0.1

94.3

1.6

0.4

1.3

97.7

Additions

-

2.1

2.3

-

2.0

6.4

Disposals

-

(1.0)

-

-

-

(1.0)

Reclassification

-

1.2

(1.4)

0.1

0.1

-

Acquired through business combination1

5.5

240.8

-

0.9

1.2

248.4

Currency translation differences

-

(2.7)

(0.1)

-

0.1

(2.7)

Depreciation charge

-

(28.7)

-

(0.3)

(1.6)

(30.6)

Closing net book amount

5.6

306.0

2.4

1.1

3.1

318.2

Cost

5.6

502.4

2.4

1.8

5.2

517.4

Accumulated depreciation and impairment

-

(196.4)

-

(0.7)

(2.1)

(199.2)

Carrying amount as of December 31, 2021

5.6

306.0

2.4

1.1

3.1

318.2

1. Assets acquired through business combination relate to the operating leases of our United States of America and Trinidad and Tobago portfolios, detailed in note 3.1 and 4.2.

The property, plant and equipment related to the assets as the operating lease as a lessor relates to Solutions plants, Energie Antilles and Bonaire on the year ended December 31, 2020 as follows.

 

In $ millions

Land

Power plant assets

Constructionwork in progress

Right of use assets

Other

Total

Cost

0.1

270.6

2.6

0.8

8.3

282.4

Accumulated depreciation and impairment

-

(159.3)

-

(0.2)

(5.4)

(164.9)

Carrying amount as of January 1, 2020

0.1

111.3

2.6

0.6

2.9

117.5

Additions

-

1.5

2.0

-

0.6

4.1

Disposals

-

(1.1)

-

-

-

(1.1)

Reclassification

-

2.6

(3.0)

0.1

0.5

0.2

Currency translation differences

-

(6.0)

-

-

(0.2)

(6.2)

Depreciation charge

-

(14.0)

-

(0.3)

(2.5)

(16.8)

Closing net book amount

0.1

94.3

1.6

0.4

1.3

97.7

Cost

0.1

263.5

1.6

0.9

9.3

275.4

Accumulated depreciation and impairment

-

(169.2)

-

(0.5)

(8.0)

(177.7)

Carrying amount as of December 31, 20201

0.1

94.3

1.6

0.4

1.3

97.7

1. Property, plant and equipment related to the assets as the operating lease as a lessor have been updated to include $57.2 million relating to Bonaire, $16.5 million relating to Solutions Brazil and to exclude $94.0 million relating to Brazil Hydro for the year ended December 31, 2020.

Finance lease as a lessor

The future aggregate minimum lease payments under non-cancellable finance leases (relating to our operation of Energies Saint Martin) are as follows:

 

 

Years ended December 31

 

In $ millions

2021

2020

Minimum lease payments receivable

 

 

No later than 1 year

5.6

6.0

Later than 1 year and no later than 5 years

5.6

12.1

Later than 5 years

-

-

Gross investment in the lease

11.2

18.1

Less: unearned finance income

(1.3)

(2.9)

Total

9.9

15.2

 

 

 

 

Years ended December 31

 

In $ millions

2021

2020

Analyzed as:

 

 

Present value of minimum lease payments receivable:

 

 

No later than 1 year

5.2

5.6

Later than 1 year and no later than 5 years

4.7

9.6

Later than 5 years

-

-

Total

9.9

15.2

4.33. Guarantees and letters of credit

The Group and its subsidiaries enter into various contracts that include indemnification and guarantee provisions as a routine part of the Group's business activities. Such contracts generally indemnify the counterparty for tax, environmental liability, litigation, and other matters, as well as breaches of representations, warranties, and covenants set forth in the agreements. In many cases, the Group's maximum potential liability cannot be estimated, since some of the underlying agreements contain no limits on potential liability. The Group considers outflow relating to these guarantees to be remote and therefore no fair value liability has been recognized.

The Group also acts as guarantor to certain of its subsidiaries and obligor with respect to some long-term arrangements contracted at project level.

For the financial guarantees and letters of credit, refer to note 4.24.

 

4.34. Statutory Auditors' fees

 

Years ended December 31

 

In $ millions

2021

2020

Fees payable to the Group's auditors for the audit of the Group's annual accountsand consolidated financial statements

1.7

1.3

Fees payable to the Group's auditors and its associates for other services:

 

 

The audit of the Group's subsidiaries

1.5

1.0

Audit- related assurance services

0.4

0.4

Other assurance services

1.3

0.6

Tax compliance services

-

-

Tax advisory services

-

-

Other non-audit services

-

-

Total (net of out of pocket expenses)

4.9

3.3

 

4.35. Subsequent events

In January 2022, Kani Lux Holdings S.à r.l., a majority-owned subsidiary of ContourGlobal plc signed a definitive agreement with Infraestrutura Brasil Holding XVII S.A to sell the Brazil Hydro portfolio. Refer to note 3.1.

 

 

[1] Adjusted EBITDA is a non-IFRS measure and is defined as profit for the period from continuing operations before income taxes, net finance costs, depreciation and amortization, acquisition related expenses, plus, if applicable, net cash gain or loss on sell down transactions (in addition to the entire full period profit from continuing operations for the business the sell down transaction relates to) and specific items which have been identified and material items where the accounting diverges from the cash flow and therefore does not reflect the ability of the assets to generate stable and predictable cash flows in a given period, less the Group's share of profit from non consolidated entities accounted for on the equity method, plus the Group's pro rata portion of Adjusted EBITDA for such entities.

 

[2] Funds from operations ("FFO") is a non-IFRS measure and is defined as the cash flow from operating activities, excluding changes in working capital, less interest paid, maintenance capital expenditure and distribution to minorities.

 

[3] Cash available for debt service ("CFADS") is a non-IFRS measure and is defined in the Bond indenture as the net Cash distributions from Group subsidiaries (notably including dividends, equity distributions, or intercompany loans) to the parent company (the entity that pays dividends, interest and provides capital for new investment), less corporate costs. CFADS is a key financial measure for the company as it reflects all of the cash received by the parent company which is then allocated according to our strategy (notably for M&A, construction and other development activities or return of capital to shareholders). CFADS is also used to calculate the Debt service coverage ratio which is the main covenant of the Group's corporate bonds (CFADS over the Debt service of the corporate debts).

 

[4] Dividend cover is a non-IFRS measure and is defined as "Parent Company free cash flow" (CFADS, less Corporate Bond interest), relative to the total paid dividend for the year.

 

[5] Cash conversion ratio is a non-IFRS measure and is defined as FFO relative to Adjusted EBITDA.

[6] GB£1 =US$1.3162115

[7] Including fourth quarter 2021 dividend to be paid on 14th of April 2022.

[8] Excluding Brazil hydro. Including Brazil hydro net debt as of 31 December 2021 of $3.9 billion.

[9] Calculated based on full year pro-forma adjusted EBITDA for Western Generation of $92m and €8m for Italy Solar Green Hunter acquisition and including Brazil Hydro net debt of $124m and Brazil Hydro adjusted EBITDA of $41m which is classified as held for sale at year end. Ratio is 4.7x after the reclassification of assets and liabilities held for sale.

 

[10] Calculated using Western Generation pro forma net debt of $837m and full year Western Generation pro-forma expected adjusted EBITDA of $92m for the year ended 31 December 2020. These pro forma adjustments represent the estimated impact on leverage ratio of the Western Generation acquisition as at December 2020.

[11] Net corporate debt divided by Free Cash Flow from Existing Assets less Corporate Overhead. $40m of Western Generation bridge loan is excluded from calculation

[12] Adjusted revenue is a non-IFRS measure and is defined as Revenue excluding CO2 emission cost recharges.

[13] Proportionate adjusted EBITDA is a non-IFRS measure and is defined as Adjusted EBITDA calculated on a proportionally consolidated basis based on ContourGlobal's ownership percentage of assets. The Proportionate Adjusted EBITDA as well includes the net cash gain or loss on sell down transactions, if applicable, as well as the underlying profit from continuing operations for the business the minority interest sale relates to, reflecting applicable ownership percentage going forward from the date of completion of the sale of the minority interest.

[14] Adjusted net profit is a non-IFRS measure and is defined as net income excluding unrealized FX, acquisition related expenses, the fair value impact of the Mexico fixed margin swap and specific items as restructuring, private incentive plan and refinancing costs which are non-recurring in nature and are not reflective of the ability to generate profits by the Group

 

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Date   Source Headline
20th Dec 20221:11 pmRNSDirector/PDMR Shareholding
20th Dec 202211:34 amRNSForm 8.5 (EPT/RI)
20th Dec 202211:09 amRNSForm 8.5 (EPT/NON-RI) - ContourGlobal plc
20th Dec 202211:02 amRNSForm 8.5 (EPT/RI) - ContourGlobal plc
20th Dec 20229:47 amRNSScheme of Arrangement Becomes Effective
20th Dec 20227:20 amGNWForm 8.5 (EPT/RI) - Contourglobal plc
19th Dec 202211:08 amRNSForm 8.5 (EPT/NON-RI)-ContourGlobal plc
19th Dec 202211:04 amRNSForm 8.5 (EPT/RI)-ContourGlobal plc
19th Dec 20229:26 amRNSForm 8.5 (EPT/RI)
19th Dec 20227:17 amGNWForm 8.5 (EPT/RI) - ContourGlobal Plc
16th Dec 202212:44 pmRNSCourt sanction of scheme of arrangement
16th Dec 202211:07 amRNSForm 8.5 (EPT/RI)
16th Dec 202210:31 amRNSForm 8.5 (EPT/RI) - ContourGlobal plc
15th Dec 20221:09 pmEQSForm 8.3 - The Vanguard Group, Inc.: ContourGlobal plc
15th Dec 202211:02 amRNSForm 8.5 (EPT/RI) - ContourGlobal plc
15th Dec 202210:53 amRNSForm 8.5 (EPT/RI)
15th Dec 20227:00 amRNSRule 2.9 Announcement
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14th Dec 202212:40 pmEQSForm 8.3 - The Vanguard Group, Inc.: ContourGlobal plc
14th Dec 202211:32 amRNSForm 8.5 (EPT/RI)
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14th Dec 20227:00 amRNSForm 8.5 (EPT/RI)
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13th Dec 202211:08 amRNSForm 8.5 (EPT/RI)-ContourGlobal plc
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9th Dec 20227:18 amGNWForm 8.5 (EPT/RI) - ContourGlobal Plc
8th Dec 202211:20 amRNSForm 8.5 (EPT/RI)
8th Dec 202211:01 amRNSForm 8.5 (EPT/RI)-ContourGlobal plc
8th Dec 20227:00 amRNSRule 2.9 Announcement
8th Dec 20227:00 amGNWForm 8.5 (EPT/RI) - ContourGlobal Plc
7th Dec 20221:49 pmEQSForm 8.3 - The Vanguard Group, Inc.: ContourGlobal plc
7th Dec 202211:25 amRNSForm 8.5 (EPT/RI)
7th Dec 202211:07 amRNSForm 8.5 (EPT/RI)-ContourGlobal plc
7th Dec 20226:58 amGNWForm 8.5 (EPT/RI) - ContourGlobal plc
6th Dec 20221:38 pmEQSForm 8.3 - The Vanguard Group, Inc.: ContourGlobal plc
6th Dec 202211:37 amRNSForm 8.5 (EPT/RI)
6th Dec 202211:07 amRNSForm 8.5 (EPT/RI) - ContourGlobal plc
6th Dec 20227:00 amGNWForm 8.5 (EPT/RI) - ContourGlobal Plc
5th Dec 20225:30 pmRNSContourGlobal
5th Dec 202211:20 amRNSForm 8.5 (EPT/RI) - ContourGlobal plc
5th Dec 202211:18 amRNSForm 8.5 (EPT/RI)
5th Dec 20227:22 amGNWForm 8.5 (EPT/RI) = ContourGlobal Plc
2nd Dec 20226:01 pmRNSForm 8.5 (EPT/RI) - ContourGlobal plc Amend

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