Last checked at 
4 Nov 2014 07:00
4 November 2014
NextEnergy Solar Fund Limited ("NESF")
Announcement of Interim Results
NextEnergy Solar Fund ("NESF" or the "Company") announces its interim results for the period from 20 December 2013 to 30 September 2014.
Highlights for the period
· Net Asset Value ("NAV") increased to 103.1p per share from 100p per share at Initial Public Offering ("IPO")
· Earnings per share outstanding at 30 September 2014 amounted to 3.1p
· Acquisition of seven different solar power plants with a capacity of c. 68MW
· Operational performance in line with or above management expectations
· Committed c. 94% of IPO proceeds in just over four months
· Entered into revolving credit facility ("RCF") for £31.5M
Post period end
· Announced acquisition of its eighth solar power plant, increasing total capacity to c. 78MW
· Secured pipeline portfolio of 12 further projects totalling c. 181MW with an investment value of c. £210M for the remainder of 2014
· Proposed placing programme of up to 250M new shares, subject to shareholder approval
· Interim dividend of 2.625p declared
Kevin Lyon, Chairman of NESF, commented:
"The Company has successfully delivered on its principal IPO undertakings. Our financial and operational performance has been in line with or above management expectations. In parallel, we have built the foundations for future growth by securing a large portfolio of short term opportunities for the remainder of 2014 and further projects for 2015. Financing for these opportunities is expected to come from the proposed placing programme's proceeds and the RCF. The growth opportunities we have identified will continue to deliver incremental value for our existing and future shareholders. In parallel, the Company's focus on operating performance for the existing and future portfolio will maximise results from operating assets."
Investment Performance
The unaudited NAV at 30 September 2014 amounted to £88.3M (103.1p per share), a 3.1% increase on the initial NAV of £85.6M (100p per share) at 25 April 2014 (being the date of the Company's IPO).
Earnings and Dividend
The earnings per share outstanding amounted to 3.1p (equal to 5.6p as measured on weighted average number of shares in the period, for the accounting records). The Board has declared an interim semi-annual dividend of 2.625 pence per ordinary share, payable on 17 December 2014 to shareholders on the register on 5 December 2014 (the ex-dividend date will be 4 December 2014). NESF confirms that it is on track for aggregate dividends of 5.25 pence per ordinary share for the year ending 31 March 2015.
Acquisitions
The Company announced the acquisition of seven solar projects in the period from 1 May to 9 September 2014, a period of just over four months. The portfolio acquired amounts to c. 68MW, accounting for c. 94% of IPO proceeds. On 29 October 2014, NESF announced the acquisition of its eighth solar power plant, the Condover project, bringing the total portfolio to c. 78MW with a value of £92.1M.
Revolving Credit Facility
NESF secured an RCF of £31.5M from Macquarie Bank Limited during September. The RCF will be employed to secure further acquisitions for the Company.
Outlook, Proposed Placing Programme and Acquisitions Pipeline
The backdrop for the continued deployment of solar power plants in the UK remains strong, and the evolving regulatory environment is expected to continue to provide the Company with the opportunities it needs to achieve its growth ambitions.
The Company has demonstrated its ability to source growth opportunities by securing exclusive acquisition rights on a further portfolio of 12 projects with a total capacity of c. 181MW and a cumulated investment value of c. £210M. This portfolio requires investment decisions by the end of 2014. In addition, the Company is in discussions for a 2015 pipeline of in excess of £300M. On this basis, NESF is confident it can achieve its growth ambitions.
In view of the scale of the Company's acquisition pipeline, the Company announced, on 9 October 2014, a proposed placing programme to issue up to 250M new shares. The initial placing is expected to take place in early November 2014 (subject to shareholders approving the placing programme at the general meeting to be held on 4 November 2014) and the Directors will be seeking to utilise fully the placing programme over its 12-month life to take advantage of the growth opportunities.
________________________
The interim financial statements are set out below. The interim financial statements have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The interim financial statements will also shortly be available on the Company's website (www.nextenergysolarfund.co.uk).
For further information:
NextEnergy Capital Limited | 020 3239 9054 | MHP Communications | 020 3128 8100 |
Michael Bonte-Friedheim | Rupert Trefgarne | ||
Aldo Beolchini | Jamie Ricketts | ||
Cantor Fitzgerald Europe | 020 7894 7667 | Shore Capital | 020 7408 4090 |
Sue Inglis | Bidhi Bhoma | ||
Anita Ghanekar |
Notes to Editors:
NextEnergy Solar Fund
NextEnergy Solar Fund (www.nextenergysolarfund.com ) is a specialist investment fund focused on operational solar photovoltaic ("PV") assets located in the UK. The Company intends to provide investors with a sustainable and attractive dividend that increases in line with RPI over the long term and an element of capital growth through the re-investment of net cash generated in excess of the target dividend.
Further information on NextEnergy Capital and WiseEnergy is available at www.nextenergycapital.com and www.wise-energy.eu.
Chairman's Statement
The Company is listed on the premium segment of the London Stock Exchange on 25 April 2014. The Company raised £85.6 million from a high-quality group of investors, including institutions and private wealth managers.
The Company's investment strategy is to leverage its investment manager's experience and expertise in the solar market to acquire and retain operating solar power projects located exclusively in the UK, with a view to providing its investors with a stable long-term dividend linked to RPI.
The Company's Investment Manager is NextEnergy Capital IM Limited and its Investment Advisor is NextEnergy Capital Limited, both part of the NextEnergy Capital group of companies ("NEC"). NEC is the leading specialist asset manager for solar power plants, managing and monitoring over 1,100 utility-scale plants for a total of more than 1,000MWp and an estimated asset value of approximately £3 billion.
The Company had a successful start as a listed entity, with the Company demonstrating a strong underlying investment track record and excellent operating results from the operating assets acquired. In addition, the Company's share price has traded at a premium to its opening NAV since its listing.
In the period to 30 September 2014, the Company announced seven separate acquisitions for a total investment value of up to c. £80.5 million, representing 94% of its IPO proceeds. The seven projects amount to an installed capacity of some 67.5MWp.
On 17 September 2014, a subsidiary of the Company, NextEnergy Solar Holdings Limited, secured a revolving credit facility ("RCF") of up to £31.5 million from Macquarie Bank Limited ("Macquarie"). The debt facility has been designed to allow the Company to secure additional projects sourced by NEC on behalf of the Company. TheCompany, on behalf of the UK Holdco, undertook a competitive selection process among debt providers before signing the RCF with Macquarie to ensure its terms were the best available to the Company in the market.
Financial Results
Revenues for the period amounted to £3.18 million and profit and comprehensive income amounted to £2.67 million. The increase in NAV per share since the IPO was 3.1p. Earnings per share (measured on the weighted average number of shares in the period to 30September 2014) amounted to 5.6p.
The net asset value ("NAV") per share at the end of the period amounts to 103.1p, an increase of 3.1% over the Company's opening NAV of 100p per share at IPO on 25 April 2014. More details of the Company's financial performance are set out in the financial statements.
Acquisitions
During the period, the Company announced the acquisition of seven individual solar power plants. Three of the seven acquisitions were completed, while the remaining four transactions are on track for completion before the Company's year-end in line with expectations.
The three solar power plants acquired amount to 27.3MWp in capacity. Each of the individual power plants is demonstrating operational performance in excess of expectations. The four remaining acquisitions will be completed once the respective solar power projects are commissioned and/or achieve their preliminary acceptance certificates ("PAC"). NEC is actively involved in monitoring the construction of these four plants and reports satisfactory progress at all of them.
Valuation Policy
The Company's investments are measured at fair value for reporting purposes. Operating assets are valued on the basis of discounted cash flows prepared by the Investment Manager and approved by the Board. Projects under construction are valued at the acquisition price agreed with the respective vendor.
The Board is satisfied that the valuations prepared by the Investment Manager are based on market terms and has approved the valuation of £55.9 million for the Company's portfolio of seven solar power plants. A breakdown of the valuation is detailed in the report.
Capital Raising
On October 9th 2014 the Company announced a proposed placing programme ("PPP") of up to 250 million new shares. The PPP provides the Company with the flexibility to issue ordinary shares and/or C-shares to finance incremental acquisitions from investment opportunities secured by NEC on behalf of the Company.
In addition to any capital raised from the PPP (if approved), the Company also intends to utilise its RCF to secure further projects from the portfolio of opportunities described above.
Going Concern
Under the UK Corporate Governance Code and applicable regulations, the directors are required to satisfy themselves that it is reasonable to assume that the Company is a going concern.
The directors have undertaken a rigorous review of the Company's ability to continue as a going concern including reviewing the on-going cash flows and the level of cash balances as of the reporting date as well as taking forecasts of future cash flows into consideration.
After making enquiries of the Investment Manager, the Investment Adviser and the Administrator, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt a going concern basis in preparing these unaudited financial statements.
Outlook
The Company and its board are satisfied with the results achieved to date, both in terms of investment record and operating and financial performance. The Board is encouraged by the portfolio of opportunities sourced by NEC which provide the foundation for the Company's further growth and continued achievement of its strategic and financial objectives.
The backdrop for the continued deployment of solar power plants in the UK remains strong, and we see the evolving regulatory environment as continuing to provide the Company with the opportunities it needs to achieve its growth ambitions.
The Board will continue to update you on progress made by the Company through market updates and other statements as appropriate.
On behalf of the Board, I would like to thank you for your commitment to the Company.
Kevin Lyon
Chairman
Investment Manager's Report
About NextEnergy Capital
NextEnergy Capital IM Limited and NextEnergy Capital Limited, both members of the NextEnergy Capital Group (the "NEC Group"), act as Investment Manager to the Company and Investment Adviser to the Investment Manager, respectively. The NEC Group is a specialist asset manager focused on the solar energy sector, with an 11-strong team focussed on the UK solar market. Through its asset management division, WiseEnergy, the NEC Group manages and monitors over 1,100 solar power plants (comprising an installed capacity of approximately 1,000 MWp and an estimated £3.0 billon asset value) for a client base which includes leading European banks and equity investors (including private equity funds, publicly listed funds and institutional investors).
Investment Objective
The Company seeks to provide investors with a sustainable and attractive dividend that increases in line with RPIover the long term by investing in a diversified portfolio of solar PV assets that are located in the UK. In addition, the Company seeks to provide investors with an element of capital growth through the reinvestment of net cash generated in excess of the target dividendin accordance with the Company's investment policy.
Investment Policy
The Company intends to achieve its investment objective by investing exclusively in solar PV assets located in the UK.
The Company intends to continue to acquire assets that are primarily ground-based and utility-scale and which are on sites that may be agricultural, industrial or commercial.The Company may also acquire selected building-integrated installations. The assets that will be targeted will be anticipated to generate stable cash flows over their asset lifespan.
The Company will, primarily, continue to acquire operating assets, but may invest in assets that are under development (that is, at the stage of origination, project planning or construction) when acquired. Such assets will constitute (at the time of investment) not more than 10 per cent. of the Gross Asset Value in aggregate. As at period end, the Company has not invested directly in assets under development.
A significant proportion of the Group's income is expected to result from the sale of the entirety of the electricity generated by the assets within the terms of power purchase agreements ("PPA"). These are expected to include the monetisation of renewable obligation certificates ("ROC"), other regulated benefits and the sale of electricity to energy consumers and energy suppliers ("Brown Power"). Within this context, the Manager expects to conclude for the Company PPAs with creditworthy counterparties at the appropriate time. The Manager will also continue to monitor the emerging Electricity Market Reform mechanism and will consider the opportunities arising (including contracts for difference) therefrom, which may be applicable to projects completed from 31 March 2015.
The Company will continue to diversify its third party suppliers, service providers and other commercial counterparties, such as developers, EPC contractors, technical component manufacturers, PPA providers and landlords.
The Company intends to invest with a view to holding assets until the end of their useful life. However, assets may be disposed of or otherwise realised where the Investment Manager determines, in its discretion, that such realisation is in the interests of the Company. Such circumstances may include (without limitation) disposals for the purposes of realising or preserving value, or of realising cash resources for reinvestment or otherwise. The Company expects to re-invest any cash surplus (arising in excess of that required to meet the Company's dividend target and ongoing operating expenses) in further investments, thereby supporting its
long-term net asset value ("NAV").
Portfolio Highlights and Performances
In the period to 30 September 2014, the Company announced seven separate acquisitions for a total investment value of up to c. £80.4 million, representing 94% of its IPO proceeds. The seven projects amount to an installed capacity of some 67.5MWp.
Three of the seven acquisitions were successfully completed, while the remaining four transactions are on track for completion before the Company's year-end in line with expectations.
The three solar power plants acquired amount to 27.3MWp in capacity. Each of the individual power plants is demonstrating operational performance since acquisition in excess of expectations with an average over- performance of around 10% above the budgeted generation values (partially explained by the positive solar irradiation of the June and July months and partially by the higher operational performance of the assets).
The other four acquisitions will be completed once the respective solar power projects are commissioned and/or achieve their preliminary acceptance certificates ("PAC"). The Investment Manager is actively involved in monitoring the construction of these four plants and reports satisfactory progress at all of them.
During the period ending 30 September 2014, the NAV per share increased to 103.1p, an increase of 3.12% over the Company's opening NAV of 100p per share at IPO on 25 April 2014. The share price in the same period increased from 100p to 105.38p per share trading at a 2.2% premium on NAV.
Investment Portfolio
In the period to 30 September 2014, the Company announced seven separate acquisitions for a total investment value of up to c. £80.4 million, representing 94% of its IPO proceeds. The seven projects amount to an installed capacity of some 67.5MWp.
Asset Name |
Location |
Investment Date |
ROC regime |
Plant capacity (MWp) |
Acquisition value (£m)* |
% of IPO proceeds |
Higher Hatherleigh | Somerset | 01/05/14 | 1.6 | 6.1 | 7.27 | 8.5% |
Shacks Barn | Northants | 09/05/14 | 2.0 | 6.3 | 8.12 | 9.5% |
Gover Farm | Cornwall | 23/06/14 | 1.4 | 9.4 | 10.68 | 12.5% |
Bilsham | Sussex | 03/07/14 | 1.4 | 12.5 | 15.20 | 17.7% |
Brickyard | Midlands | 14/07/14 | 1.4 | 3.8 | 4.02 | 4.7% |
Ellough | Suffolk | 28/07/14 | 1.6 | 14.9 | 19.58 | 22.9% |
Poulshot | Wiltshire | 09/09/14 | 1.4 | 14.5 | 15.57 | 18.2% |
Total | 67.5 | 80.44 | 94.0% |
* Price includes transaction costs
Summary of the Investment Portfolio:
Details of each investment can be found in the tables below:
Higher Hatherleigh | ||
Location | Somerset | Acquired by the Company for £7.3 million, Higher Hatherleigh is a 6.1MWp solar plant located near Wincanton in Somerset, in operation since April 2013. During the period from acquisition to 30 September 2014, the plant produced ca. 4.0GWh (+13.0% vs. budget).
|
Capacity (MWp) | 6.1 | |
ROCs | 1.6 | |
EPC | Moser Baer | |
Panels | JA Solar | |
Inverter | Power One | |
Operational Since | Apr-13 | |
Shacks Barn | ||
Location | Northants | Acquired by the Company for £8.2 million, Shacks Barn is a 6.3MWp solar plant located near Silverstone in Northamptonshire, in operation since March 2013. During the period from acquisition to 30 September 2014 the plant produced ca. 4.0GWh (+15.4% vs. budget).
|
Capacity (MWp) | 6.3 | |
ROCs | 2.0 | |
EPC | Moser Baer | |
Panels | JA Solar | |
Inverter | Power One | |
Operational Since | Mar-13 | |
Gover Farm | ||
Location | Cornwall | The Company entered into a binding agreement to acquire the plant, subject to PAC, for £10.7 million. Gover Farm is a 9.4MWp solar plant located near Truro in Cornwall. As of the 30 of September the plant was under construction and as at 24 October 2014 is in the process of being commissioned.
|
Capacity (MWp) | 9.4 | |
ROCs | 1.4 | |
EPC | Moser Baer | |
Panels | BYD | |
Inverter | ABB | |
Operational Since | Under Construction | |
Bilsham | ||
Location | Sussex | The Company entered into a binding agreement to acquire the plant, subject to PAC, for £15.2 million. Bilsham is a 12.5MWp solar plant located near Bognor Regis in Sussex. As of the 30 of September the plant reached mechanical completion and as at 24 October 2014 is awaiting to be commissioned. |
Capacity (MWp) | 12.5 | |
ROCs | 1.4 | |
EPC | GDF Suez | |
Panels | Renesola | |
Inverter | ABB | |
Operational Since | Under Construction | |
Brickyard | ||
Location | Warwick | The Company entered into a binding agreement to acquire the plant, subject to PAC, for £4.0 million. Brickyard is a 3.8MWp solar plant located near Leamington Spa in the Midlands. As of the 30 of September the plant was under construction and as at 24 is in the process of being commissioned. |
Capacity (MWp) | 3.8 | |
ROCs | 1.4 | |
EPC | Moser Baer | |
Panels | BYD | |
Inverter | ABB | |
Operational Since | Under Construction | |
Ellough | ||
Location | Suffolk | Acquired by the Company for £19.6 million, Ellough is a14.9MWp solar plant located on a disused airfield near Ellough in Suffolk and has been in operation since March 2014. During the period from acquisition to 30 September 2014 the plant produced ca. 3.2GWh (+0.6% vs. budget) despite significantly lower solar irradiation (-5.1% vs. estimates).
|
Capacity (MWp) | 14.9 | |
ROCs | 1.6 | |
EPC | Lark Energy | |
Panels | Hanwha | |
Inverter | Free Sun | |
Operational Since | Mar-14 | |
Poulshot | ||
Location | Wiltshire | The Company entered into a binding agreement to acquire the plant, subject to PAC, for £15.6 million. Poulshot is a 14.5MWp solar plant located near Trowbridge in Wiltshire. The EPC contractor has commenced the preliminary works for construction and has a target date for delivery on/in advance of 28 February 2015.
|
Capacity (MWp) | 14.5 | |
ROCs | 1.4 | |
EPC | Moser Baer | |
Panels | BYD | |
Inverter | ABB | |
Operational Since | Under Construction | |
Valuation of the Portfolio
The Investment Manager is responsible for carrying out the fair market valuation of the Company's investment portfolio which is presented to the Directors for their approval and adoption. The valuation is carried out on at least a six monthly basis (at 30 September and 31 March in each year). The valuation principles used in such methodology are based on a discounted cash flow methodology, and adjusted for EVCA (European Private Equity and Venture Capital Association) guidelines.
The Investment Manager exercises its judgement based on its expertise in assessing the expected future cash flows from each investment. Fair value for each operating asset is derived from the present value of the investment's expected future cash flows, using reasonable assumptions and forecasts for revenues and operating costs, and an appropriate discount rate based on comparable market transactions. Assets under construction are conservatively valued at their acquisition cost as an estimate of fair value.
Calculation of Net Asset Value
The Company's NAV is calculated on a semi-annual basis based on the valuation of the portfolio determined by the Investment Manager. It is then reviewed and approved by the Board of the Company. NAV per Share as of 30 September 2014 is 103.1p (corresponding to an overall NAV of £88,272,968).
The opening NAV per share of 100.0p is substantially equal to the IPO proceeds given the NEC Group paid for allthe costs of the initial shares issue (some of these costs have been initially paid by the Company and subsequently reimbursed by the Investment Advisor, as per the Related Party Transaction disclosed in note 14 of the Financial Statements). Operating profit generated by the solar assets has been retained by the relevant SPVs. The 2.1p change in NAV per share mainly derives from the application of discounted cashflow methodology to those investments in operating assets.
Detailed disclosure on the asset valuation methodologies and sensitivities on the Company's NAV are provided in the notes to the Financial Statement.
Financing
On 17 September 2014 a subsidiary of the Company, NextEnergy Solar Holdings Limited, entered into a two- year revolving credit facility ("RCF") agreement for up to £31.5 million. This facility can be drawn to fund the acquisition of further UK solar power plants. It is expected that the facility will be repaid through one or more of: excess dividend cover, further equity issuance and/or refinancing with a long-term debt facility.
The provider of the facility is Macquarie Bank Limited. The facility is secured against the operating solar assets of the UK Holdco, and as the four assets under construction become operational, it is expected that the facility line can be further extended thus providing additional funding flexibility to acquire further assets.
The Company, on behalf of the UK Holdco, undertook an extensive selection process among debt providers before signing the RCF with Macquarie to ensure its terms are in line with the prevailing market conditions.
Outlook
The backdrop for the continued deployment of solar power plants in the UK remains strong, and we see the evolving regulatory environment as continuing to provide the Company with the opportunities it needs to achieve its growth ambitions.
The NEC Group, on behalf of the Company, is continuing to seek out new investment opportunities that are either in operation, under construction or to be constructed before April 2015. The Investment Manager is targeting the same returns on these new opportunities as at the time of the IPO, that equate to an unlevered IRR between 7 and 9 per cent. after fees and expenses.
Description of the Principal Risks and Uncertainties for the Remaining Six Months of the Year
The Company has in place risk management procedures and internal controlsto monitor and mitigate the main risks faced as well as a process to review the effectiveness of those controls. The Investment Manager assists the Company in regularly identifying, assessing and mitigating those risk factors likely to impact the financial or strategic position of the Company.
The risks faced by the Company over the remaining six months of the year span across various areas including:
· Interest rate exposure should the RCF be drawn down
· Delay in delivery of commissioned solar assets from vendors
· Risk that further planned acquisitions do not take place, affecting the Company's growth potential
· Exposure to wholesale energy market for a relevant portion of the revenues generated by the operating assets
· Risk of introduction of an unexpected retroactive change in law reducing the level of support to solar projects, affecting the value of the Company's assets
Post September Update
Since 30 September 2014, the following relevant events occurred:
· On 9 October 2014 the Company announced a proposed placing programme ("PPP") of up to 250 million new shares. The PPP will be voted upon by shareholders in an Extraordinary General Meeting to be held on 4 November 2014, and, if approved, will give the Company the ability to issues new shares over the subsequent 12 months from such date. The PPP provides the Company with the flexibility to issue ordinary shares and / or C-shares to finance incremental acquisitions from among the substantial portfolio of opportunities secured by NEC on behalf of the Company.
· On 29 October 2014 the Company announced the agreement to acquire Condover: a 10.2MWp plant located in Shropshire for a total acquisition price of £11.7 million assuming 1.4 ROC accreditation. The purchase will be completed at commissioning.
NextEnergy Capital IM Limited
Investment Manager
Investment Portfolio
Notes | Cost Paid1 GBP | Directors' Valuation GBP |
| |
Higher Hatherleigh | 7,300,000 | 8,467,711 |
| |
Shacks Barn | 8,200,000 | 9,389,488 |
| |
Bilsham | 2 | 11,510,250 | 11,510,250 |
|
Gover Farm | 2 | 5,629,484 | 5,629,484 |
|
Ellough | 17,972,810 | 18,790,939 |
| |
Brickyard | 2 | 2,096,216 | 2,096,216 |
|
Poulshot | 2 | - | - | |
Total Company | 52,708,760 | 55,884,088 | ||
Notes to the Investment Portfolio
1. Cost includes transaction costs and working capital financing
2. Bilsham, Gover Farm, Brickyard and Poulshot are not yet operational as at 30 September 2014.
Statement of Directors' Responsibilities
To the best of their knowledge, the directors of NextEnergy Solar Fund Limited confirm that:
(a) The Interim Report and Unaudited Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS); and
(b) The Interim Report, comprising the Chairman's Statement and the Investment Manager's Report, meets the
requirements of an interim management report and includes a fair review of information required by:
(i) DTR 4.2.7R of the UK Disclosure and Transparency Rules, being an indication of important events that have occurred during the period from inception to 30 September 2014 and their impact on the unaudited Financial Statements, and a description of the principal risks and uncertainties for the remaining six
months of the year; and
(ii) DTR 4.2.8R of the UK Disclosure and Transparency Rules, being related party transactions that have taken place in the period from inception to 30 September 2014 and that have materially affected the financial position or performance of the Company during that period, and any material changes in the related party transactions disclosed in the last Annual Report.
By order of the Board
For NextEnergy Solar Fund Limited
Patrick Firth
Director
3 November 2014
Independent Review Report to NextEnergy Solar Fund Limited
Introduction
We have been engaged by NextEnergy Solar Fund Limited ("the Company") to review the financial statements in the interim financial report for the period to 30 September 2014, which comprises the statement of comprehensive income, the statement of financial position as at 30 September 2014, the statement of changes in equity, the statement of cash flows and the related notes. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the financial statements.
Directors' Responsibilities
The interim financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1, the annual financial statements of the company are prepared in accordance with International Financial Reporting Standards. The financial statements included in this interim financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting".
Our Responsibility
Our responsibility is to express to the company a conclusion on the financial statements in the interim financial report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of the Disclosure and Transparency Rules of the Financial Conduct Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the International Auditing and Assurance Standards Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the financial statements in the interim financial report for the period from inception to 30 September 2014 is not prepared, in all material respects, in accordance with International Accounting Standard 34 and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
PricewaterhouseCoopers CI LLP Chartered Accountants
Guernsey, Channel Islands
3 November 2014
Publication of Interim Financial Report
The maintenance and integrity of the NextEnergy Solar Fund Limited website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the interim financial report and unaudited condensed consolidated financial statements since they were initially presented on the website.
Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement of Comprehensive Income
For the period ended 30 September 2014
Income |
Notes | 20 December 2013 to 30 September 2014 GBP |
Net changes in fair value of financial assets at fair value through profit or loss | 5 | 3,175,328 |
Total net income | 3,175,328 | |
Expenditure Management fees |
13 |
369,759 |
Directors' fees | 16 | 85,075 |
Administration fees | 52,500 | |
Sundry expenses | 37,709 | |
Audit fees | 12 | 18,750 |
Insurance | 14,134 | |
Regulatory fees | 5,741 | |
Legal and professional fees | 2,448 | |
Total expenses | 586,116 | |
Operating profit | 2,589,212 | |
Finance income |
83,755 | |
Profit and comprehensive income for the period |
2,672,967 | |
Earnings per share - Basic - (pence) | 8 | 5.6p |
There were no potentially dilutive instruments in issue at 30 September 2014.
All activities are derived from ongoing operations.
There is no other comprehensive income or expense apart from those disclosed above and consequently a Statement of Other Comprehensive Income has not been prepared.
Statement of Financial Position
As at 30 September 2014
Non-current assets | ||
Investments | 5 | 55,884,088 |
Total non-current assets |
55,884,088 | |
Current assets | ||
Cash and cash equivalents | 32,552,859 | |
Trade and other receivables | 1,368 | |
Total current assets |
32,554,227 | |
Total assets |
88,438,315 | |
Current liabilities Trade and other payables |
165,347 | |
Total current liabilities |
165,347 | |
Net assets |
88,272,968 | |
Equity Share Capital Reserves |
85,600,001 2,672,967 | |
Total equity attributable to shareholders | 88,272,968 | |
Net assets per share | 9 | 103.1p |
The accompanying Notes are an integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board of Directors on 3 November 2014, and signed on its behalf by:
Patrick Firth
Director
Statement of Changes in Equity
For the period ended 30 September 2014
Notes |
Share Capital GBP | Retained Earnings GBP |
Total Equity GBP | |
Shareholders' equity at 20 December 2013 | ||||
Profit for the period | - | 2,672,967 | 2,672,967 | |
Share capital issued | 7 | 85,600,001 | - | 85,600,001 |
Shareholders' equity at 30 September 2014 | 85,600,001 | 2,672,967 | 88,272,968 |
Cash Flow Statement
For the period ended 30 September 2014
Cash flow from operating activities |
Notes | 20 December 2013 to 30 September 2014 GBP |
Profit and comprehensive income for the period | 2,672,967 | |
Adjustments for: Change in fair value on investments Finance income |
5
|
(3,175,328) (83,755) |
Operating cashflows before movements in working capital |
(586,116) | |
Changes in working capital | ||
Increase in trade receivables Increase in trade payables | (1,368) 165,347 | |
Net cash used in operating activities |
(422,137) | |
Cash flows from investing activities | ||
Purchase of investments Finance income | 5
| (52,708,760) 83,755 |
Net cash used in investing activities |
(52,625,005) | |
Cash flows from financing activities | ||
Proceeds from issue of shares | 7 | 85,600,001 |
Net cash generated from investing activities | 85,600,001 | |
Net increase in cash and cash equivalents during period |
|
32,552,859 |
Cash and cash equivalents at the beginning of the period | - | |
Cash and cash equivalents at the end of the period |
32,552,859 |
Statement of Changes in Equity
For the period ended 30 September 2014
1. General Information
NextEnergy Solar Fund Limited ("the Company") was incorporated with limited liability in Guernsey under the Companies (Guernsey) Law, 2008, as amended, on 20 December 2013 with registered number 57739, and has been authorised by the GFSC as an authorised closed-ended investment company. The registered office and principal place of business of the Company is 1, Royal Plaza, Royal Avenue, St Peter Port, Guernsey, Channel Islands, GY1 2HL.
On 16 April 2014, the Company announced the results of its initial public offering, which raised net proceeds of
£85.6 million. The Company's ordinary shares were admitted to the premium segment of the UK Listing Authority's Official List and to trading on the Main Market of the London Stock Exchange as part of its initial public offering which completed on 25 April 2014.
The Company seeks to provide investors with a sustainable and attractive dividend that increases in line with retail price index over the long term by investing in a diversified portfolio of solar photo-voltaic assets that are located in the UK. In addition, the Company seeks to provide investors with an element of capital growth through the reinvestment of net cash generated in excess of the target dividend in accordance with the Company's investment policy.
The Company currently anticipates that it will make its investments through holding companies and special- purpose-vehicles, which are wholly-owned by the Company. The Company controls the investment policy of each of the holding companies and its wholly-owned special-purpose-vehicles in order to ensure that each will act in a manner consistent with the investment policy of the Company.
The Company has appointed NextEnergy Capital IM Limited as its investment manager ("the Investment Manager")pursuant to the Management Agreement dated 18 March 2014. The Investment Manager is a Guernsey registered company, incorporated under the Companies Law with registered number 57740 and is licensed and regulated by the GFSC and is a member of the NEC Group. The Investment Manager is licensed and regulated by the GFSC and will act as the Alternative Investment Fund Manager of the Company.
The Investment Manager has appointed NextEnergy Capital Limited as its Investment Adviser ("theInvestment Adviser") pursuant to the Investment Advisory Agreement. The Investment Adviser is a company incorporated in England with registered number 05975223 and is authorised and regulated by the Financial Conduct Authority.
The financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Company operates.
2. Significant Accounting Policies
a) Basis of Accounting
The interim financial statements, which give a true and fair view, have been prepared on a going concern basis in accordance with IAS 34 Interim Financial Reporting . A complete rather than a condensed set of financial statements has been prepared as allowed under IAS 34 Interim Financial Reporting .
The financial statements have been prepared on the historical cost basis, except for the revaluation of certain investments and financial instruments. Historical cost is generally based on the fair value of the consideration given in exchange for the assets. The principal accounting policies adopted are set out below. These policies have been consistently applied.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety which are described as follows:
Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the Company can 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; and
Level 3 inputs are unobservable inputs for the asset or liability.
b) Going Concern
The Directors have reviewed the current and projected financial position of the Company making reasonable assumptions about future performance. The key areas reviewed were:
· Timing of future investment transactions
· Expenditure commitments
· Forecast income and cashflows
The Company has cash and short-term deposits as well as projected positive income streams and as a consequence the Directors have, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly they have adopted the going concern basis of accounting in preparing the financial statements.
c) Basis of Non-Consolidation
The Company holds its investments through holding companies. The Company meets the definition of an investment entity as described by IFRS 10. Under IFRS 10 investment entities are required to hold subsidiaries atfair value through the Statement of Comprehensive Income rather than consolidate them.
Characteristics of an investment entity
Under the definition of an investment entity, as set out in the standard, the entity should satisfy all three of the following tests:
I. Obtains funds from one or more investors for the purposeof providing those investors with investment management services; and
II. Commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both (including having an exit strategy for investments); and
III. Measure and evaluate the performance of substantially all of its investments on a fair value basis.
In assessing whether the Company meets the definition of an investment entity set out in IFRS 10 the Directors note that:
I. the Company has multiple investors and obtains funds from a diverse group of shareholders who would otherwise not have access individually to investing in solar energy infrastructure due to high barriers to entry and capital requirements;
II. the Company's purpose is to invest funds for both investment income and capital appreciation. The Company's investments have indefinite lives however the underlying assets do not have an unlimited life and therefore minimal residual value and therefore will not be held indefinitely; and
III. the Company measures and evaluates the performance of all of its investments on a fair value basis which is the most relevant for investors in the Company. Management use fair value information as a primary measurement to evaluate the performance of all of the investments and in decision making.
The Directors are of the opinion that the Company has all the typical characteristics of an investment entity and therefore meet the definition set out in IFRS 10.
The Directors believe the treatment outlined above provides the most relevant information to investors.
d) Taxation
Under the current system of taxation in Guernsey, the Company is exempt from paying taxes on income, profit or capital gains. Therefore, income from investments is not subject to any further tax in Guernsey, although these investments will bear tax in the individual jurisdictions in which they operate.
e) Segmental Reporting
The Chief Operating Decision Maker, which is the Board, is of the opinion that the Company is engaged in a single segment of business, being investment in solar power, in a single economic environment, being the United Kingdom. The financial information used by the Chief Operating Decision Maker to manage the Company presents the business as a single segment.
f) Dividends
Dividends to the Company's shareholders are recognised when they become legally payable. In the case of interim dividends, this is when paid. In the case of final dividends, this is when approved at the Annual General Meeting.
g) Income
Dividend income from financial assets at fair value through profit or loss is recognised in the Statement of
Comprehensive Income within dividend income when the Company's right to receive payments is established.
h) Expenses
All expenses are accounted for on an accruals basis.
i) Cash and Cash Equivalents
Cash and cash equivalents includes deposits held at call with banks and other short-term deposits with original maturities of three months or less.
j) Trade and Other Payables
Trade and other payables are initially recognised at fair value, and subsequently where necessary re-measured at amortised cost using the effective interest method.
k) Reimbursed Expenses
The Investment Advisor agreed to meet all of the expenses of the initial share issue. These expenses have been not been recognised in the Statement of Comprehensive Income and have been reimbursed by the Investment Advisor. See note 14 for further details.
l) Finance Income
Finance income comprises interest earned on cash held on deposit. Finance income is recognised on an accruals basis.
m) Financial Instruments
Financial assets and liabilities are recognised in the Company's Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognised when the contractual rights to the cash flows from the instrument expire or the asset is transferred and the transfer qualifies for derecognition in accordance with IAS 39 Financial instruments: Recognition and measurement.
Investments
The costs of investments are recognised when they become contractually payable. Investments are designated upon initial recognition to be accounted for at fair value through profit or loss in accordance with IFRS 13. After initial recognition, investments at fair value through profit or loss are measured at fair value with changes recognised in the Statement of Comprehensive Income.
3. New and Revised Standards
The Company has early adopted Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27) with a date of initial application of 20 December 2013. Management concluded that the Company meets the definition of an investment entity (see note 2c).
The following accounting Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective:
IFRS 9 (amendments) Financial Instruments
IFRS 11 (amendments) Joint arrangements
IFRS 14 Regulatory Deferral Accounts
IFRS 15 Revenue from Contracts with Customers
IAS 36 (amendments) Recoverable amount disclosures for non-financial assets
IAS 39 (amendments) Novation of derivatives and continuation of hedge accounting
IFRIC Interpretation 21 Levies
The directors do not expect that the adoption of the accounting Standards, amendments and interpretations listed above will have a material impact on the financial statements of the Company in future periods.
4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities within the next financial year. Estimates and judgments are continually evaluated and based on historic experience and other factors believed to be reasonable under the circumstances.
Investments at Fair Value Through Profit or Loss
The Company's investments are measured at fair value for financial reporting purposes.The board of directors has appointed the Investment Manager to produce investment valuations based upon projected future cashflows. These valuations are reviewed and approved by the board. The investments are held through Special Purpose Vehicles, a list of subsidiaries is included in note 6.
IFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The board bases the fair value of the investments on the information received from the Investment Manager.
The investments at fair value through profit or loss, whose fair values include the use of level 3 inputs, are valued by discounting future cash flows from investments to the Company at a discount rate when the assets are operational. The discount rate applied in the 30 September 2014 valuation was 7.8%. The discount rate is a significant level 3 input and a change in the discount applied could have a material effect on the value of the investments. Investments which are not yet operational are held at fair value, where the cost of the investment is used as an appropriate approximation of fair value.
Level 3 investments amount to £55,884,088 and consist of seven investments. The Company utilises discounted cash flow forecasts in arriving at the valuation of the investments. Level 3 valuations are reviewed on a monthly basis by the Manager who reports to the Board of Directors on a periodic basis. The Investment Manager considers the appropriateness of the valuation model and inputs, as well as the valuation result.
The table below sets out information about significant unobservable inputs used at 30 September 2014 in measuring financial instruments categorised as Level 3 in the fair valuehierarchy.
Fair value at | ||||
30 | Sensitivity to change | |||
September Valuation | Unobservable | in significant | ||
Description | 2014 GBP technique | input | Input value | unobservable inputs |
Unlisted investments
| 36,648,138 Discounted cash flows | Discount rate | 7.80% | The estimated fair value would increase if the discount rate was lower and vice versa. |
Unlisted investments | 19,235,950 Price per recent transaction | Share purchase agreement
| N/A | N/A |
5. Investments at Fair Value Through Profit or Loss
Level 3 investments | Period ended 30 September 2014 GBP |
Purchases during the period | 52,708,760 |
Closing cost | 52,708,760 |
Unrealised gains during the period |
3,175,328 |
Closing valuation | 55,884,088 |
6. Subsidiaries
The Company holds investments through subsidiary companies which have not been consolidated as a result of the early adoption of IFRS 10: Investment entities exemption to consolidation. The following subsidiaries have not been consolidated.
Name NextEnergy Solar Holding Limited | Country UK | Ownership 100% |
Hive Solar Charlie Ltd | UK | 100% |
Luminance Energy Ltd | UK | 100% |
Ellough Solar LLP | UK | 100% |
NESF - Ellough LTD | UK | 100% |
B L Solar 2 Limited | UK | 100% |
Blaze Energy Limited | UK | 100% |
Sunglow Power Limited | UK | 100% |
Glorious Energy Limited | UK | 100% |
7. Share Capital
The authorised share capital is unlimited and there are 85,600,001 shares in issue. The table below outlines the movement of shares in the year.
Issued on 20 December 2013 | 1 |
Issued on 25 April 2014 | 85,600,000 |
Total issued at 30 September 2014 | 85,600,001 |
The Company currently has one class of ordinary shares in issue.
8. Earnings per Share
Period ended 30 September 2014 | |
Net profit - GBP | 2,672,967 |
Weighted average number of ordinary shares | 47,755,790 |
Earnings per ordinary share - pence | 5.6p |
9. Net Assets per Ordinary Share
As at 30 September 2014 | |
Shareholders' equity at 30 September - GBP | 88,272,968 |
Number of shares at 30 September | 85,600,001 |
Net assets per ordinary share at 30 September - pence | 103.1p |
10. Financial Risk Management
Capital Management
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders. In accordance with the Company's investment policy, the Company's principal use of cash (including the proceeds of the IPO) has been to fund investments as well as ongoing operational expenses.
The Board with the assistance of the Investment Manager monitors and reviews the broad structure of the Company's capital on an ongoing basis. The capital structure of the Company consists entirely of equity (comprising issued capital, reserves and retained earnings).
The Company is not subject to any externally imposed capital requirements.
Financial Risk Management Objectives
The Board with the assistance of the Investment Manager monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyse exposures by degree and magnitude of risk. These risks include market risk (including price risk, interest rate risk and currency risk), credit risk and liquidity risk.
Market Risk
The value of the investments held by the Company is affected by the discount rate of their expected future cash flows and as such will vary with movements in interest rates, market prices and competition for these assets.
Interest Rate Risk
The Company is exposed to interest rate risk as it holds significant cash in short term deposits. If interest rates decrease the finance income of the Company would decrease. The Company is not exposed to interest rate risk on investments as all investments are made via equity rather than loans. The Company has no loan borrowings drawn at 30 September 2014. See note 17 for details of the Revolving creditfacility.
Currency Risk
The Company operates in the UK and invests solely in the UK and therefore is not exposed to currency risk as all assets and liabilities are in Pounds Sterling, the Company's functional and presentational currency.
Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company.
The Company does not have any significant credit risk exposure to any single counterparty in relation to trade and other receivables. On-going credit evaluation is performed on the financial condition of accounts receivable. As at 30 September 2014 there were no receivables considered impaired.
At investment level, the credit risk relating to significant counterparties is reviewed on a regular basis and adjustments to the discount rate are applied to recognise changes to these risks where applicable.
The Company maintains its cash and cash equivalents across two separate banks to diversify credit risk. These are subject to the Company's credit monitoring policies including the monitoring of the credit ratings issued by recognised credit rating agencies.
Cash GBP | Short term fixed deposits GBP |
Total as at 30 September 2014 | |
Barclays Bank PLC | 4,014,708 | - | 4,014,708 |
Lloyds Bank PLC | 31,318 | 28,506,833 | 28,538,151 |
Total | 4,046,026 | 28,506,833 | 32,552,859 |
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The board of directors has established an appropriate liquidity risk management framework for the management of the Company's short, medium and long-term fundingand liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves by monitoring forecast and actual cash flows and by matching the maturity profiles of assets and liabilities.
The table below shows the maturity of the Company's non-derivative financial assets and liabilities. The amounts disclosed are contractual, undiscounted cash flows and may differ from the actual cash flows received or paid in the future as a result of early repayments.
Up to 3 months GBP | Between 3 and 12 months GBP | Between 1 and 5 years GBP |
Total GBP | |
Assets | ||||
Cash and cash equivalents | 32,552,859 | - | - | 32,552,859 |
Trade and other receivables | 1,368 | - | - | 1,368 |
Liabilities | ||||
Trade and other payables | (165,347) | - | - | (165,347) |
32,388,880 | - | - | 32,388,880 |
Level 3 Financial Instruments
Valuation Methodology
The Directors have satisfied themselves as to the methodology used, the discount rates and key assumptions applied, and the valuation. All operational investments are at fair value through profit or loss and are valued using a discounted cash flow methodology. Investments which are not yet operational are held at fair value, where the cost of the investment is used as an appropriate approximation of fair value.
Discount Rates
The discount rates used for valuing each renewable infrastructure investment are based on both the industry discount rate and on the specific circumstances of each project. The risk premium takes into account risks and opportunities associated with the investment earnings.
The discount rates used for valuing the investments in the Portfolio are as follows:
Period ending | Weighted Average |
30 September 2014 | 7.80% |
A change to the weighted average rate of 7.8% by plus or minus 0.5% has the following effect on the valuation.
Discount rate |
+0.5% change | Total Portfolio Value |
-0.5% change |
Director's valuation | (£1.42m) | £55.9m | £1.51m |
Power Price
Management continuously reviews multiple inputs from market contributors and leading consultants and adjust the inputs to the power price forecast when a conservative approach is deemed most appropriate. Current estimates imply an average rate of growth of electricity prices of approximately 2% in real terms and a long term inflation rate of 2.5%.
A change in the forecast electricity price assumptions by plus or minus 10% has the following effect on the valuation.
Power Price |
-10% change | Total Portfolio Value |
+10% change |
Director's valuation | (£1.90m) | £55.9m | £1.90m |
Energy Yield
The Portfolio's aggregate production outcome for a 10 year period would be expected to fall somewhere between a P90 10 year underperformance (downside case) and a P1010 year outperformance (upside case).
The effect of a P90 10 year underperformance and of a P10 10 year outperformance would have the following effect on the valuation.
Energy Yield | P90 10 year underperformance | Total Portfolio Value | P10 10 year outperformance |
Director's valuation | (£2.01m) | £55.9m | £2.00m |
Inflation Rates
The Portfolio valuation assumes long-term inflation of 2.50% per annum for investments (based on UK RPI). A
change in the inflation rate by plus or minus 0.5% has the following effect on the valuation.
Inflation Rate |
-0.5% change | Total Portfolio Value |
+5% change |
Director's valuation | (£1.29m) | £55.9m | £1.37m |
Operating Costs
The table below shows the sensitivity of the Portfolio to changes in operating costs by plus or minus 10% at project company level.
Operating Costs |
+10% change | Total Portfolio Value |
-10% change |
Director's valuation | (£0.52m) | £55.9m | £0.52m |
Tax Rates
It has been noted that the UK Government has announced a reduction in the rate of corporation tax to 21%
from 1 April 2014 and 20% from 1 April 2015.
The UK corporation tax assumption for the Portfolio valuation was 21%, which was consistent with the approach in the IPO.
11. Financial Assets and Liabilities Not Measured at Fair Value
Cash and cash equivalents are level 1 items on the fair value hierarchy. Current assets and current liabilities are level 2 items on the fair value hierarchy. The carrying value of current assets and current liabilities approximates fair value as these are short term items.
12. Auditor's Remuneration
The analysis of the auditor's remuneration is as follows:
Period ended 30 September 2014 GBP | |
Fees payable to the Company's auditor for the audit of the Company's financial statements |
18,750 |
Total audit fees | 18,750 |
Other services | - |
Total non audit fees | - |
13. Management Fee
The Investment Manager is entitled to receive an annual fee, accruing daily and calculated on a sliding scale, as follows below:
· for the tranche of NAV up to and including £200 million, 1 per cent of the Net Asset Value ("NAV") of the Company.
· for the tranche of NAV above £200 million and up to and including £300 million, 0.9 per cent of NAV.
· for the tranche of NAV above £300 million, 0.8 per cent of NAV.
For the period ending 30 September 2014 the Company has incurred £369,759 in management fees of which nil was outstanding at 30 September 2014.
14. Related Parties
The Investment Manager, NextEnergy Capital IM Limited, is a related party due to having common key management personnel with the subsidiaries of the Company. Management fee transactions with the Investment Manager are disclosed in note 13.
The Investment Adviser, NextEnergy Capital Limited, is a related party due to sharing common key management personnel with the subsidiaries of the Company. There are no advisory fee transactions between the Company and the Investment Adviser. The Investment Adviser agreed to meet all of the expenses of the initial share issue. Costs in relation to the share issue of £1,081,749 have been incurred by the Company in the period to 30 September 2014 of which £1,081,749 has been reimbursed and £nil was outstanding at 30
September 2014.
15. Controlling Party
In the opinion of the directors, on the basis of shareholdings advised to them, the Company has no immediate nor ultimate controlling party.
16. Remuneration of Key Management Personnel
The remuneration of the directors, who are the key management personnel of the Company, was £85,075 for the period which consisted solely of short-term employment benefits.
17. Revolving Credit Facility
On 17 September 2014 NextEnergy Solar Holding Limited, a subsidiary of the Company, entered into a revolving credit facility with Macquarie Bank Limited for up to £31.5m. As at30 September 2014 this facility had not been drawn upon.
18. Investment Commitments
The Company has the following commitments to its investments as at 30 September 2014.
Investment | As at 30 September 2014 GBP |
Bilsham | 3,483,500 |
Gover Farm | 4,893,396 |
Ellough | 1,929,244 |
Brickyard | 1,809,030 |
Poulshot | 15,239,500 |
Total Commitments | 27,354,670 |
The above contingent commitments become payable when their respective contractual terms are met, usually when the asset becomes fully operational and accredited. At period end, those terms had not yet been met and as a result an agreement to buy shares in the future is deemed to be a derivative contract under IAS39. These forward share commitments are accounted for at fair value, with gross assets and liabilities not recognised under forward agreements. This has resulted in the forward share commitments being fair valued at nil at period end as cost has been used as an approximation of fair value as disclosed in Note 4.
19. Contingent Liabilities
As at 30 September 2014, the Company expected that the proposed placing programme ("PPP") would have been approved and that certain fees and costs become payable in relation to the PPP. However approval of the programme and actual proceeds of the placing programme were not yet certain at period end and as such those fees have not been recognised.
20. Events After the Reporting Period
On 9 October 2014 the Company announced a proposed Placing Programme in respect of 250m new shares.
On 29 October 2014 the Company announced the agreement to acquire Condover: a 10.2MWp plant located in Shropshire for a total acquisition price of £11.7 million assuming 1.4 ROC accreditation. The purchase will be completed at commissioning.
There were no other material events after the reporting period.