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Pin to quick picksNextEnergy Solar Regulatory News (NESF)

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NextEnergy Solar is an Investment Trust

To provide ordinary shareholders with attractive risk-adjusted returns, principally in the form of regular dividends, by investing in a diversified portfolio of primarily UK-based solar energy infrastructure assets.

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Interim Results

14 Nov 2019 07:00

RNS Number : 3477T
NextEnergy Solar Fund Limited
14 November 2019
 

14 November 2019

 

NextEnergy Solar Fund Limited

("NESF" or the "Company")

 

Interim Results for the period ended 30 September 2019

NextEnergy Solar Fund announces its interim results for the six-month period ended 30 September 2019.

Financial highlights

·; Net asset value per ordinary share of 111.2p (31 March 2019: 110.9p)

·; Ordinary shareholder total return of 6.7% (30 September 2018: 3.4%)

·; Gearing of 39% (31 March 2019: 36%)

·; Cash dividend cover before scrip of 1.3x (30 September 2018: 1.2x)

·; Ordinary shareholders' NAV of £649m (31 March 2019: £645m)

·; Dividends per ordinary share of 3.44p (30 September 2018: 3.325p)

 Operational highlights

·; Total capacity installed of 705 MW (31 March 2019: 691 MW)

·; Total electricity generation of 515 GWh (30 September 2018: 480 GWh)

·; 89 operating solar assets (31 March 2019: 87)

·; Electricity generation +5.0% above budget (30 September 2018: +7.9%)

ESG highlights

·; 134,000 UK homes powered for six months (30 September 2018: 125,000)

·; 131,000 tonnes of CO2 emissions avoided (30 September 2018: 123,000)

 

Kevin Lyon, Chairman of NESF, commented:

"NextEnergy Solar Fund's robust first half results were characterised by another period of outperformance, resulting not only from high levels of solar irradiation but also from technical, financial and operational improvements across the portfolio. In particular, we continued to focus on optimising our portfolio of assets, including extending the useful life of more of our assets, reducing operating costs, making technical improvements and executing our electricity sales strategy to reduce power price risk.

 

We are particularly proud of our maiden subsidy-free plant, Hall Farm II of 5.4MW, which was energised during the period and is the UK's first subsidy-free solar plant owned by a listed investment company. Its successful development and commissioning gives us industry leadership in this space, and work is underway on our next subsidy-free plant - a 50 MW plant currently under construction and due for commissioning by the end of the financial year.

 

During the period we also issued £100m of preference shares and partially used this to repay financial debt, which resulted in enhanced returns for ordinary shareholders, whilst providing financial stability for the future."

 

Interim Report

There will be an analyst presentation and conference call at 10.00am this morning for analysts. To register for the call, please contact MHP Communications on 020 3128 8100 or nextenergy@mhpc.com.

 

For further information:

NextEnergy Capital Limited

020 3746 0700

Michael Bonte-Friedheim

Aldo Beolchini

Cantor Fitzgerald Europe

020 7894 7719

Robert Peel

Shore Capital

020 7408 4090

Anita Ghanekar

MHP Communications

020 3128 8100

Oliver Hughes 

Apex Fund and Corporate Services (Guernsey) Limited

01481 735 827

Nicholas Robilliard

Notes to Editors:

NESF is a specialist investment company that invests primarily in operating solar power plants in the UK. It is able to invest up to 15% of its Gross Asset Value in operating solar power plants in OECD countries outside the UK. The Company's objective is to secure attractive shareholder returns through RPI-linked dividends and long-term capital growth. The Company achieves this by acquiring solar power plants on agricultural, industrial and commercial sites.

As at 30 September 2019, NESF raised equity proceeds of £792m (including £200m of preference shares) since its initial public offering on the main market of the London Stock Exchange in April 2014. The Company's subsidiaries had financial debt outstanding of £211m, on a look-through basis including project level debt. Of the financial debt, £197m was long-term fully amortising debt, and £14m was drawn under a short-term credit facility.

NESF is differentiated by its access to NextEnergy Capital Group (NEC Group), its Investment Manager, which has a strong track record in sourcing, acquiring and managing operating solar assets. WiseEnergy is NEC Group's specialist operating asset management division and over the course of its activities has provided operating asset management, monitoring, technical due diligence and other services to over 1,300 utility-scale solar power plants with an installed capacity in excess of 1.9 GW.

Further information on NESF, NEC Group and WiseEnergy is available at nextenergysolarfund.com, nextenergycapital.com and wise-energy.eu.

NextEnergy Solar Fund Limited

Interim Report and Condensed Interim Financial Statementsfor the six months ended 30 September 2019

Contents

Highlights

1

Chairman's Statement

3

Company Overview and Principal Risks

7

Investment Adviser's Report

9

Statement of Directors' Responsibilities

26

Condensed Interim Financial Statements

27

Notes to the Condensed Interim Financial Statements

31

Independent Review Report

49

Corporate Information

50

Alternative Performance Measures

52

Glossary

55

 

Performance Highlights

Financial Highlights

111.2p (31 March 2019: 110.9p)

NAV per ordinary share

as at 30 September 2019

6.7% (30 September 2018: 3.4%)

Ordinary shareholder total return

for the six months ended 30 September 2019

39% (31 March 2019: 36%)

Gearing

as at 30 September 2019

1.3x (30 September 2018: 1.2x)

Cash dividend cover before scrip

for the six months ended 30 September 2019

£649m (31 March 2019: £645m)

Ordinary shareholder's NAV

as at 30 September 2019

3.44p (30 September 2018: 3.325p)

Dividends per ordinary share

for the six months ended 30 September 2019

Operational Highlights

705 MW (31 March 2019: 691 MW)

Total capacity installed

as at 30 September 2019

515 GWh (30 September 2018: 480 GWh)

Total electricity generation

during the six months ended 30 September 2019

89 (31 March 2019: 87)

Operating solar assets

as at 30 September 2019

+5.0% (30 September 2018: +7.9%)

Generation above budget

for the six months ended 30 September 2019

ESG Highlights

134,000 (30 September 2018: 125,000)

UK homes (equivalent to Bournemouth and

Bradford combined) powered for six months

131,000 (30 September 2018: 123,000)

Tonnes of CO2 emissions avoided

during the six months ended 30 september 2019

 

Key Performance Indicators ("KPIs")

The Company sets out below its KPIs which it utilises to track its performance over time against its objectives. Alternative Performance Measures used by the Company are defined on page 52.

Financial KPI

Six months ended30 September 2019

Year ended31 March2019

Year ended 31 March 2018

Year ended 31 March 2017

Year ended 31 March 2016

Ordinary shares in issue

583.6m

581.7m

575.7m

456.4m

278.0m

Ordinary share price

122.0p

117.5p

111.0p

110.5p

97.75p

Market capitalisation of ordinary shares

£712m

£683m

£639m

£504m

£272m

NAV per ordinary share*

111.2p

110.9p

105.1p

104.9p

98.5p

Total ordinary NAV

£649m

£645m

£605m

£479m

£274m

Premium/(discount) to NAV*

9.7%

6.0%

5.6%

5.3%

(0.8%)

Earnings per ordinary share

3.62p

12.37p

5.88p

13.81p

0.78p

Dividends per ordinary share

3.44p

6.65p

6.42p

6.31p

6.25p

Dividend yield*

5.63%

5.66%

5.78%

5.71%

6.39%

Cash dividend cover - pre-scrip dividends*

1.3x

1.3x

1.1x

1.1x

1.2x

Preference shares in issue

200m

100m

-

-

-

Debt outstanding at subsidiaries level

£211m

£269m

£270m

£270m

£217m

Gearing level (debt + preference shares/GAV)*

39%

36%

31%

36%

44%

GAV

£1,060m

£1,014m

£875m

£749m

£489m

Weighted average cost of capital

5.5%

5.4%

5.8%

5.9%

5.8%

Weighted average lease life

25.5 years

25.2 years

23.3 years

24.6 years

25.7 years

Ordinary shareholder total return -cumulative since IPO

54.6%

46.7%

33.6%

26.7%

6.1%

Ordinary shareholder total return -annualised since IPO

10.0%

9.5%

8.5%

9.1%

3.2%

Ordinary shareholder total return

6.7%

11.8%

6.2%

21.1%

0.2%

FTSE All-Share total return

4.0%

8.8%

1.4%

20.9%

(3.6%)

Ordinary NAV total return*

3.23%

11.8%

6.3%

14.4%

3.7%

Ordinary NAV total return - annualised since IPO*

8.0%

8.1%

7.0%

4.9%

1.9%

Invested capital*

£932m

£896m

£734m

£522m

£481m

Ongoing charges ratio*

1.1%

1.1%

1.1%

1.2%

1.2%

Weighted average discount rate

7.0%

7.0%

7.3%

7.9%

7.7%

Operational KPI

Number of assets

89

87

63

41

33

Total installed capacity

705 MW

691 MW

569 MW

454 MW

414 MW

Electricity production (generation)

515 GWh

693 GWh

451 GWh

394 GWh

225 GWh

% increase (period-on-period)

7%

6%

14%

75%

878%

Generation since IPO

2.3 TWh

1.8 TWh

1.1 TWh

0.6 TWh

0.2 TWh

Irradiation (delta vs. budget)

+4.8%

+9.0%

(0.9%)

(0.3%)

+0.4%

Generation (delta vs. budget)

+5.0%

+9.1%

+0.9%

+3.3%

+4.1%

Asset Management Alpha*

+0.2%

+0.1%

+1.8%

+3.6%

+3.7%

* Alternative Performance Measures

Chairman's Statement

"NextEnergy Solar Fund's robust first half results were characterised by another period of outperformance, resulting not only from high levels of solar irradiation but also from technical, financial and operational improvements across the portfolio. In particular, we continued to focus on optimising our portfolio of assets, including extending the useful life of more of our assets, reducing operating costs, making technical improvements and executing our electricity sales strategy to reduce power price risk.

We are particularly proud of our maiden subsidy-free plant, Hall Farm II of 5.4MW, which was energised during the period and is the UK's first subsidy-free solar plant owned by a listed investment company. Its successful development and commissioning gives us industry leadership in this space, and work is underway on our next subsidy-free plant - a 50 MW plant currently under construction and due for commissioning by the end of the financial year.

During the period we also issued £100m of preference shares and partially used this to repay financial debt, which resulted in enhanced returns for ordinary shareholders, whilst providing financial stability for the future."

I am pleased to present, on behalf of the Board, the Interim Report and Condensed Interim Financial Statements for NextEnergy Solar Fund Limited for the period ended 30 September 2019.

We energised our maiden subsidy-free asset in the UK, Hall Farm II, in August 2019, the first listed solar company to do so, marking a defining moment on the solar sector's path to a subsidy-free environment. Construction of this asset began in March 2019 and the plant was fully connected to the grid on 5 August 2019. This 5.4MW plant, adjacent to our existing Hall Farm plant, has benefited from the original site's oversized planning permission and previously built grid access infrastructure.

The construction of our second subsidy-free plant, Staughton, has progressed smoothly and is on track to be connected to the grid by the end of this financial year. This 50MW subsidy-free plant located on the Bedfordshire/Cambridgeshire border will be the largest plant in our portfolio. These achievements are notable as they demonstrate the economic case for subsidy-free solar PV assets in the UK compared to other energy generation technologies, many of which still require extensive and expensive subsidies.

Asset prices on the whole remained at levels we deem unattractive. Nevertheless, during the period, we have acquired one operating solar plant, Ballygarvey in Northern Ireland, which demonstrates our Investment Adviser's expertise in finding value in a somewhat saturated UK market. The 8.2MW plant benefits from subsidies under the Northern Irish ROC ('NIROCS') regulatory framework, and gives the Company a presence in England, Scotland, Wales and now Northern Ireland.

During the period we completed the innovative approach to the financing of our portfolio. In August 2019 we raised a further £100m of preference shares on similar terms to the £100m issuance in November 2018. The combined £200m of preference shares have a fixed 4.75% p.a. coupon, resulting in significantly lower all-in annual cash costs to the Company over the regulatory regime period of our assets, when compared to issuance of ordinary shares or long-term amortising financial debt products. Further details can be found in the Investment Adviser's Report.

Over the past six months our Investment Adviser and Asset Manager have continued to optimise the returns from the portfolio by:

·; extending the useful life of more of our assets;

·; reducing operating costs through re-negotiating contractual terms and entering into new agreements;

·; making technical improvements; and

·; executing our electricity sales strategy to maximise revenue and reduce power price risk.

Our financial performance continues to be robust. Over the five and a half years since IPO, NESF has achieved an annualised ordinary shareholder total return of 10% and an annualised NAV total return of 8.0%, in line with or in excess of the target range of 7% - 9% equity return for investors, based on the IPO price.

Financial Results

Profit before tax was £21.1m (30 September 2018: £18.7m) with earnings per ordinary share of 3.62p (30 September 2018: 3.23p). Cash dividend cover pre-scrip dividends was 1.3x (30 September 2018: 1.2x).

Portfolio Performance

Energy generated was 515 GWh (30 September 2018: 480GWh), 5.0% above budget. During the period, solar irradiation across the portfolio was 4.8% above expectation (30 September 2018: 8.4%). Asset Management Alpha for the period was 0.2% (30 September 2018: -0.5%), which would have been 1.0% (30 September 2018: 0.5%) if we excluded distributor network outages.

Our UK portfolio performed above expectations with generation outperformance of 5.1% (30 September 2018: 8.2%) and an Asset Management Alpha of 0.1% (30 September 2018: -0.8%).

Our Italian portfolio also performed well during the period with 1.8% (30 September 2018: 3.6%) extra generation over budget and an Asset Management Alpha of 1.4% (30 September 2018: 2.4%). The portfolio was acquired with long-term debt of 76.9m (£68.1m) which was fully repaid following the issuance of the preference shares in November 2018. The vast majority of the future expected cash flows from the portfolio have been hedged at an average forward exchange rate of 0.89 EUR/GBP for the period up to 2032 which includes all hedging costs.

The electricity generated by our portfolio during the period based on the current 705MW is equivalent to a saving of 131,000 (30 September 2018: 123,000) tonnes of CO2 emissions and sufficient to power some 134,000 (30 September 2018: 125,000) UK homes for six months. This is roughly equivalent to powering a city with 643,000 inhabitants (e.g. Bournemouth and Bradford combined) for six months.

Net Asset Value

At the period end, the Company's ordinary NAV was £649m, equivalent to 111.2p per ordinary share (31 March 2019: NAV of £645m, 110.9p per ordinary share).

Portfolio Growth

During the period, the portfolio's installed capacity increased by 14MW with the additions of Hall Farm II and Ballygarvey. The construction of Staughton is well-advanced and is expected to add a further 50MW by the end of the financial year. The Investment Adviser is in negotiations on further pipeline assets, the majority of which are subsidy-free. Our strategy envisages adding a total of between 100MW and 150MW in subsidy-free capacity to the portfolio by the end of calendar year 2020. This amounts to an estimated investment of between £55m and £80m (5% - 8% of GAV). Assuming 125MW of subsidy-free capacity and average generation levels, our subsidy-free portfolio would be equivalent to c.15% of 2018/19 generation. We have identified and are progressing on strategies for the sale of electricity from these subsidy-free plants.

Capital Raising and Debt Financing

In August 2019 the Company successfully issued a second tranche of £100m of preference shares. The proceeds were deployed to partially repay a HoldCo level short-term credit facility, finance the acquisition of Ballygarvey and invest in the construction of Staughton.

As at 30 September 2019, the Company's subsidiaries had financial debt outstanding of £211m (31 March 2019: £269m). Of the financial debt, £197m was long-term fully amortising debt, and £14m was drawn under a short-term credit facility. The total financial debt, together with the preference shares, represented a gearing level of 39% (31 March 2019: 36%), which is below the stated maximum debt-to-GAV level of 50%.

Dividends

The Company continues to achieve its dividend objective which is to increase dividends annually in line with RPI over the long term. For the year ending 31 March 2020, we are targeting a total dividend of 6.87p per ordinary share.

The Directors have approved a second interim dividend of 1.7175p per ordinary share, which will be payable on 30 December 2019 to ordinary shareholders on the register as at the close of business on 22 November 2019.

The Company offers scrip dividends, details of which can be found on the Company's website.

The cash dividend cover pre-scrip dividends remained robust at 1.3x (2018:1.2x).

Environmental, Social and Governance

We are committed to ESG principles and responsible investment. We continue to develop our ESG policy and are committed to evolving it and delivering sustainable growth across the Company. As well as reduction of CO2 emissions provided by solar power, one particular area we have focused on is biodiversity. Solar PV assets represent an excellent opportunity to secure long-term biodiversity across the countryside. In the area protected by the fencing around our assets, we are able to create sectors fostering local plant and wildlife. This approach includes initiatives such as: pairing up with a local beekeeper association to locate beehives seasonally on our sites, encouraging local pollinators by planting wild flower mixes/under-panel planting, erecting bird and bat boxes and briefing landowners with our newly devised biodiversity management plan.

Auditors

On 27 September 2019, following a competitive audit tender, the Company announced the appointment of KPMG Channel Islands Limited as its auditor for the financial year ending 31 March 2020 for the Company and its subsidiaries. PWC CI LLP has resigned as the Company's auditor, and the Board would like to take the opportunity to thank PWC for its service as auditor over the last five years since IPO.

Distribution of Reports and Communications

This Interim Report is accessible on the Company's website. As part of our principles of environmental responsibility, the Company no longer issues printed copies of reports or communications, except where a shareholder has expressly requested a hard copy.

Outlook

The Company will continue to focus on generating attractive financial returns for our shareholders, while having positive social and environmental impacts.

The Company continues to extend the useful life of its assets on the remaining portfolio, and is targeting 31 assets.

The completion of Hall Farm II, has provided us with the expertise to construct further subsidy-free assets with attractive risk-adjusted returns using electricity sales agreements, corporate PPAs or direct-wire agreements with off-takers, from the Company's pipeline of development opportunities. We continue to target a total of between 100 MW and 150 MW in subsidy-free solar plants.

We will continue to review deployment of ancillary solar technologies to mitigate the generation risks of individual assets, whilst adapting our portfolio to the changing dynamics of the UK solar market.

Continued focus on developing our electricity sales strategy will enable us to leverage our in-house expertise to maximise value from our assets and deliver further cost efficiencies.

ESG continues to be an important part of our mission. As activities mitigating climate change accelerate globally, execution of our ESG policy will ensure we continue to lead by example. Our Company and stakeholders are aligned to create a better environment for this generation and future generations.

With the underlying quality and performance of our robust portfolio, coupled with the success of our first subsidy-free plant and the construction programme ahead, the outlook for the Company continues to remain strong.

Kevin Lyon

Chairman

13 November 2019

Company Overview and Principal Risks

Structure

The Company is a Guernsey registered closed-ended investment company.

The Company has a premium listing and its ordinary shares are traded on the London Stock Exchange under the ticker "NESF". The Group comprises the Company and HoldCos which invest in SPVs which hold the underlying solar PV assets.

Investment Objective

The Company seeks to provide investors with a sustainable and attractive dividend that increases in line with RPI over the long term. In addition, the Company seeks to provide ordinary shareholders 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.

Investment Policy

The Company's investment policy can be viewed on the Company's website.

The Investment Manager, Investment Adviser and Asset Manager

The Company's Investment Manager is NextEnergy Capital IM Limited. The Investment Manager has appointed NextEnergy Capital Limited to act as Investment Adviser in relation to the Company. Michael Bonte-Friedheim, Aldo Beolchini and Abid Kazim comprise the Investment Committee of the Investment Adviser, whose role is to consider and, if thought fit, recommend actions to the Investment Manager in respect of the Company's potential and actual investments.

The Company has entered into an asset management framework agreement with the asset manager, WiseEnergy, a member of the NEC Group. Under the framework agreement, WiseEnergy enters into individual asset management contracts with each solar power plant entity acquired by the Company and performs a broad and defined set of asset management activities for each entity. The collective experience of the NEC Group in managing and monitoring solar PV assets best positions the Company to implement efficiencies at both the investment and operating asset level. The technical and operating outperformance of the portfolio to date underlines the benefits of this comprehensive strategic relationship.

The NEC Group is a privately-owned specialist investment and asset manager focused on the solar sector. It was formed in 2007 and has developed a unique track record in the European solar sector. Prior to the IPO of the Company, it had developed, financed, managed the construction of and owned 14 solar projects in the UK and Italy. Its asset management activities have included the management and monitoring of more than 1,300 utility-scale solar power plants for a total capacity of over 1.9GW on behalf of third-party equity investors and financing banks. Its clients include listed solar funds (in addition to the Company), private equity, family offices, renewable energy specialists and other equity investors as well as some of Europe's leading lenders and financiers in the solar sector. It has developed proprietary hardware and software products and solutions to facilitate delivery of its services to its client base. The NEC Group also manages two private equity funds: NextPower II LP, a 232m fund dedicated to solar PV asset investments in Italy, and NextPower III LP, a USD117m fund dedicated to solar PV asset investments globally.

The NEC Group consists of over 160 dedicated staff focused on the solar sector. The team has significant experience in energy and infrastructure transactions not only in the UK but also in other jurisdictions.

Principal Risks

The Company has in place risk management procedures and internal controls to monitor and mitigate the main risks faced as well as a process to review the effectiveness of those controls over the Company and its subsidiaries as a whole. The Investment Manager and Investment Adviser assists the Company in regularly identifying, assessing and mitigating those risks likely to impact the financial or strategic position of the Company.

Under the FCA's Disclosure Guidance and Transparency Rules, the Board is required to identify those material risks to which the Company is exposed and take appropriate steps to mitigate those risks. The material risks identified by the Board can be categorised as follows:

·; portfolio management and performance risks;

·; operational and strategic risks; and

·; external risks.

The principal risks and uncertainties, which are unchanged from 31 March 2019, remain the risks most likely to affect the Company for the remaining six months of the financial year. Each of these categories of risk, together with the principal risks, can be found on pages 13-15 of the 31 March 2019 Annual Report.

Investment Adviser's Report

Portfolio Highlights

During the period, the portfolio grew from 87 to 89 assets, which represented an increase of 14MW to the total capacity.

On 5 August 2019, our first subsidy-free asset Hall Farm II was connected to the grid after a five-month construction period. The 5.4MW plant is the first subsidy-free plant to be energised by a UK-listed investment company.

During the period, construction also began on Staughton, a 50MW subsidy-free asset located on the Cambridgeshire/Bedfordshire border. Construction progressed as scheduled during the period, and grid connection is currently expected to take place by the end of this financial year.

In early August 2019, the Company announced the acquisition of Ballygarvey, an 8.2MW plant located in Northern Ireland. The plant receives subsidies under the Northern Irish ROCS ("NIROCS") regulatory framework and receives 1.4 NIROCS per MWh generated.

In the UK, the summer of 2019 was one of the hottest on record, with the highest ever UK temperature of 38.7 degrees Celsius recorded in Cambridge on 25 July. Whilst the extra irradiation drove a greater than expected level of generation, the Asset Manager had to cope with the adverse effects of high temperatures on the technical performance of solar PV components, which perform optimally at temperatures below 25 degrees Celsius. In addition, certain plants suffered from grid curtailment, as generation peaks driven by exceptional irradiation levels exceeded, at times, the export capacity allocated by the grid authority to each plant.

In Italy, as the weather pattern was not unusual during the period, the Solis portfolio had an irradiation delta of +0.4% and a generation delta of +1.8% which resulted in an Asset Management Alpha of +1.4%.

Overall, the operational performance of the portfolio during the period was positive and above budget. The resulting Asset Management Alpha of +0.2% was an expected outcome of these exceptional weather conditions and does not represent any change in the ability to achieve a greater level of outperformance in the future.

As at 30 September 2019, the actual performance versus expectations for 85 of the solar PV assets had been monitored by the asset manager for at least two months post completion. The three rooftop portfolios were excluded as irradiation was not monitored.

The Asset Management Alpha measurement allows the Company to identify the "real" outperformance of the portfolio due to active management, as it excludes the effect of variation in solar irradiation.

Portfolio Optimisation

During the period, we secured options or rights to extend the leases on ten individual plants. The positive impact on NAV of these life-extensions amounted to c.+1.3p per ordinary share at the period end. We continue to work on extending the life of the remaining portfolio, with a further five sites expected to secure extensions by the end of the calendar year.

Period

Assetsmonitored

Irradiation(delta vs. budget)

Generation(delta vs. budget)

AssetManagement Alpha

First Half 2015/16

17

+2.9%

+5.7%

+2.8%

First Half 2016/17

31

+0.0%

+3.2%

+3.2%

First Half 2017/18

41

+0.5%

+2.0%

+1.5%

First Half 2018/19

84

+8.4%

+7.9%

-0.5%

First Half 2019/20

85

+4.8%

+5.0%

+0.2%

Cumulative from IPO to September 2019

+2.5%

+5.0%

+2.5%

We have continued a programme of re-structuring and implementing new contracts across the portfolio. Re-negotiating the contracts means we are able to make savings, refine service levels and maximise revenue. Further Operations and Maintenance ("O&M") contract replacements and renegotiations have taken place during the period, with seven contracts terminated or renegotiated securing a cost saving of £100,000 p.a. across these assets. In addition to the ongoing work to drive down operating costs, a further eight PPAs have been renewed during the period.

Preference Shares

On 8 November 2018, ordinary shareholders agreed to amend the Company's Articles of Incorporation to create a class of preference share and approved the allotment of up to £200m of shares with no pre-emption rights. Subsequently, on 13 November 2018, the Company issued an initial tranche of £100m of preference shares. The Company issued a further £100m of preference shares on 12 August 2019. The rights of the preference shares are the same as those issued in November 2018, save that the second tranche benefit from certain additional undertakings and covenants given by the Company.

The preference shares are only redeemable at the option of the holders in the event of a change in control or delisting of the Company. They are generally non-voting and carry a fixed preferred dividend of 4.75% p.a. as well as a preferred capital entitlement at nominal value (100p). From 1 April 2036, the preference shareholders have the right to convert all or some of their preference shares into either ordinary shares or B shares, at the election of the holder, with B shares being unlisted shares carrying the same rights to dividends and capital in a liquidation as the ordinary shares. The conversion price will be based on the ratio of the nominal value (100p) (plus unpaid dividends, if any) per preference share relative to NAV per ordinary share at the date of conversion. Accordingly, conversion of the preference shares will not result in any dilution of the NAV per ordinary share.

From 1 April 2030, the Company may elect to redeem all or some of the preference shares. Dividends and, save as referred to in the preceding paragraph, redemption will remain at the sole discretion of the Board during the life of the preference shares. Should more competitive sources of capital become available, the Company may choose at its sole discretion to issue new capital (debt or equity) to fund a full or partial redemption after March 2030.

The proceeds of the initial £100m of preference shares were used to repay a portion of the existing long-term project financing facilities associated with portfolio investments. Benefits of the second tranche of preference shares for NESF include:

·; the net subscription proceeds were applied promptly to repay existing short-term debt facilities (£90m due in February 2020 and July 2020), removing any short-term refinancing risk, with the balance of the proceeds being available to invest in pipeline opportunities;

·; the fixed preferred dividend of 4.75p per preference share is a significantly lower all-in annual cash cost to the Company compared to issuing ordinary shares (2019/20 target dividend of 6.87p per ordinary share, expected to increase with RPI annually); and

·; the issue allows the Company to further optimise its capital structure and increase cash flows over the long-term compared to refinancing with conventional long-term amortising financing, thereby increasing the cash dividend cover and increasing the IRR for ordinary shareholders.

For accounting purposes, the preference shares are treated as liabilities. The investment management fee is calculated based on ordinary shareholders' NAV and, accordingly, no management fee is payable in respect of the preference shares.

Italian Portfolio

After repaying the project finance debt during the year ended 31 March 2019, the Company, through a HoldCo, increased the size of the EUR/GBP foreign currency hedging structure to cover 92% of the expected cash flows generated by the portfolio over the next 15 years; this reduces currency fluctuation exposure on returns. The average forward exchange rate is 0.89 EUR/GBP which includes all hedging fees and costs. This FX hedging structure is particularly effective as the Company is not obliged to provide any cash collateral or margin calls.

Dividends declared

Month of payment

Amount perordinary share (p)

Totalpre-scripdividends£'000

For the period 2014/15

5.2500

10,946

For the year 2015/16

6.2500

17,372

For the year 2016/17

6.3100

25,039

For the year 2017/18

6.4200

36,840

First quarterly dividend for the year 2018/19

Sep-18

1.6625

9,608

Second quarterly dividend for the year 2018/19

Dec-18

1.6625

9,646

Third quarterly dividend for the year 2018/19

Mar-19

1.6625

9,666

Fourth quarterly dividend for the year 2018/19

Jun-19

1.6625

9,671

First quarterly dividend for the year 2019/20

Sep-19

1.7175

10,002

Total dividends declared to date

32.5985

138,790

Second quarterly dividend for year 2019/20

Dec-19

1.7175

10,023

 

Cash income(1)(2)

£'000

Pre-scrip dividends£'000

Cash income for period to 30 September 2019

32,906(1)

Net operating expenses for period to 30 September 2019

(3,596)

Preference shares dividend

(3,032)

Net cash income available for distribution

26,278

Ordinary shares dividend paid during the period

19,673

Cash dividend cover

1.3x

(1) Cash income differs from the Income in the Statement of Comprehensive Income. This is because the Statement of Comprehensive Income is on an accruals basis.

(2) Alternative Performance Measure.

The ordinary dividend calendar is set out in the table below:

Ordinary dividend for year 2019/20

Expecteddate ofpayment

Expectedamountper ordinaryshare (p)

First interim

Paid

1.1715

Second interim

December 2019

1.7175

Third interim

March 2020

1.7175

Fourth interim

June 2020

1.7175

Total

6.8700

Operating Expenses

The net operating expenses of the Company for the period amounted to £6.6m (30 September 2018: £3.3m). The Company's OCR was 1.1% (31 March 2019: 1.1%). The budgeted OCR for the year ending 31 March 2020 is 1.1%. The OCR has been calculated in accordance with AIC recommended methodology. OCR is an Alternative Performance Measure.

NAV Movement

The Company's ordinary NAV is calculated on a quarterly basis based on the valuation of the investment portfolio provided by the Investment Adviser and the other assets and liabilities of the Company provided by the Administrator. The ordinary NAV is reviewed and approved by the Investment Manager and the Board of Directors. All variables relating to the performance of the underlying assets are reviewed and incorporated in the process of identifying relevant drivers of the DCF valuation. The Company reports its financial results on a non-consolidated basis under IFRS 10 (see note 4c) and the change in fair value of its assets during the period is taken through the statement of comprehensive income.

During the period the ordinary NAV per share increased from 110.9p to 111.2p. The movement was driven by the following factors:

·; the downward revisions in the forecasts for long-term power prices adopted by the Company, being 4.6% lower compared to the assumptions employed at 31 March 2019 (taking into account the most recent forecasts released by the Consultants up to the date of preparation of this Interim Report);

·; the value uplift generated by acquisitions of assets whose IRR at acquisition was higher than the Company's discount rate;

·; the operating results achieved by the Company's solar PV assets;

·; the dividends paid by the Company during the period and the Company's operating costs; and

·; the uplift arising from lease extensions.

Sensitivity Analysis

Sensitivities on the Company's ordinary NAV and detailed disclosure on the asset valuation methodologies are provided below and in note 14 of the Interim Financial Statements.

In the event that Ofgem's Targeted Charging Review results in the removal of embedded benefits from April 2021 onwards, the Company's NAV would decline by c.1.4p per ordinary share.

The chart shows the percentage change in the portfolio resulting from a change in the underlying variables and its impact on the NAV per ordinary share.

Current and Long-Term Power Prices

The Investment Adviser continuously reviews multiple inputs for power price forecasts and takes the average of two of the leading independent energy market consultants' long-term projections to derive the power curve adopted in the valuation of the Company's portfolio. This approach allows mitigation of inevitable forecasting errors as well as any delay in response from the Consultants in publishing periodic (quarterly) or ad hoc updates following any significant market development.

During the period, the Consultants revised their forecasts for the UK wholesale power price downwards in the short-term and the long-term. Short-term projections are mainly driven by the decrease in the commodity prices of gas and coal. In the long-term, wholesale prices are expected to move downwards as more low-cost generation is being deployed, notably offshore wind and solar PV.

The power price forecasts used by the Company also reflect an assumed "solar capture" discount which reflects the difference between the prices available on the market in the daylight hours of operation of a solar plant vs. the baseload prices included in the power price estimates. This solar capture discount is estimated by the Consultants on the basis of a typical load profile of a solar plant and is reviewed as frequently as the baseload power price forecasts. The application of such a discount results in a lower long-term price being assumed for the energy generated by NESF's assets compared to the baseload price, driven by the expected further deployment of low-cost renewable capacity. This lower price is included in the financial estimates that drive the Company's NAV.

The Company's current long-term power price forecast implies an average growth rate of approximately +0.9% in real terms over the 20-year period and an average price of c.£53.8/MWh in today's terms. This represents a decrease of 4.6% compared to those used at the end of the previous financial year (and 38% below the assumptions employed at IPO).

Compared to the previous interim period end, electricity day ahead prices in the UK decreased from c.£67/MWh in September 2018 to c.£36/MWh in September 2019. The Company continues to secure attractive prices for the energy generated by its portfolio through its electricity sales strategy with short to medium term prices significantly above the projections provided by its Consultants.

Following a similar trend, the price of electricity in Italy decreased from c.76/MWh in September 2018 to c.51/MWh in September 2019.

Power Purchase Agreements

NEC Group's specialist energy trader, along with the external brokers, continues to ensure that the electricity sales strategy maximises revenues whilst mitigating the negative impact of short-term fluctuations in the power markets. The Investment Adviser has executed a range of short-term PPA hedges from three months to one year on multiple assets through a wider competitive tendering process resulting in more counterparts with reduced fees and increased pass-through value of ROCs, FiTs and embedded benefits.

Valuation of the Investment Portfolio

Introduction

The Investment Manager is responsible for carrying out the fair market valuation of the Company's underlying investment portfolio which is presented to the Company's Board for its review and approval. The valuation is carried out quarterly or more often if capital increases or other relevant events arise. The valuation principles used are based on a discounted cash flow methodology and take into account IPEV guidelines.

Assets not yet operational or where the completion of the acquisition is not imminent at the time of valuation use the acquisition cost as a proxy for fair value.

The Board reviews the operating and financial assumptions used in the valuation of the Company's underlying portfolio and approves them based on the recommendation of the Investment Manager.

Discount rate

During the period, the solar PV market continued to experience increased competition for operating and subsidised assets on the secondary market. In the context of high liquidity provided to international investors, a maturing renewable market, a scarcity of subsidised assets and lack of any incentive framework for new installations, demand for operating solar assets remained strong resulting in sustained pressure on prices in the last year. These changing dynamics were evidenced by the experience of the Investment Adviser when bidding for solar PV assets in the UK.

As a result, the Company maintained its discount rate for unlevered operating solar PV assets in the UK at 6.5%.

For those operating solar PV assets with debt, the Company adopts a levered discount rate to capture the greater level of volatility risk associated with the cash flows available to equity investors after debt service. The appropriate level of risk premium due to project level debt was evaluated taking into account various factors for each specific asset, including the level of financial gearing, maturity profile, cost of debt and other factors mentioned above. This range was unchanged from the previous period (0.7% - 1.0%).

For the Solis portfolio a 8.0% discount rate was applied. This reflects the additional country risk premium to the UK considering the differences in risk-free rates in the long-term. It is worth noting that the Solis portfolio debt was fully repaid, and the current currency hedge effectively mitigates the revenue exposure to foreign exchange movements.

The resulting weighted average discount rate for the Company's portfolio was 7.0%.

The Company does not adopt WACC as a discount rate for its investments, as it believes that the reduction in WACC deriving from the introduction of long-term debt financing does not reflect the greater level of risk to equity investors associated with levered assets or levered portfolios. However, for the purposes of transparency, the Company's pre-tax WACC as of 30 September 2019 was 5.5%. Compared to 31 March 2019 WACC of 5.4% this value reflects a increase in the overall gearing from 36% to 39%, as further described below.

Asset life

The DCF methodology implemented in the portfolio valuation assumes a valuation time-horizon capped to the current terms of the lease or, if earlier, planning permission on the properties where each individual solar PV asset is located. These leases have been typically entered into for a 25-year period from commissioning of the relevant PV plants (specific terms may vary).

However, the useful operating life of the Company's portfolio of solar PV assets is expected to be longer than 25 years. This is due to many factors, including: (i) solar PV assets with technology components similar to the ones deployed in the Company's portfolio have been demonstrated to be capable of operating for over 40 years, with levels of technical degradation lower than those assumed or guaranteed by the manufacturers; (ii) local planning authorities have already granted initial planning consents that do not expire and/or have granted permissions to extend initial consented periods; and (iii) the Company owns rights to supply electricity into the grid through connection agreements that do not expire. The Company continues to seek to extend the useful life of its assets, mainly by extending the terms of the land leases for some projects with the intention of extending leases for others in due course.

As at 30 September 2019, the remaining weighted average lease life of the Company's portfolio was 25.5 years. The DCF valuation assumes a zero-terminal value at the end of the lease term for each asset or the end of the planning permission, whichever is the earlier.

Operating performance

The Company values each solar PV asset on the basis of (i) the minimum Performance Ratio ("PR") guaranteed by the vendor or (ii) the PR estimated by the appointed technical adviser during due diligence. These estimates are generally lower than the actual PR that the Company has been experiencing during subsequent operations. The Investment Adviser deems it appropriate to adopt the actual PR after two years of operating history when, typically, the plants have satisfied tests and received final acceptance certification ("FAC").

As at 30 September 2019, 60 UK solar PV assets and all Italian solar PV assets in the investment portfolio had achieved FAC and their actual PR was used in the DCF valuation. This represents 510MW of the portfolio, with the remaining assets expecting to reach FAC according to the timeline below.

Financial quarter ending December 2019:

105

MW

Financial quarter ending March 2020:

29

MW

Financial quarter ending June 2020:

14

MW

Period from July 2020 to June 2021:

47

MW

As at 30 September 2019, the Company's issued share capital comprised 583,617,503 ordinary shares (including shares issued by way of scrip dividends) and 200,000,000 preference shares. The Company's capital raises are shown below:

Date

Sharesissued

Amountraised (£m)

Amountinvested

Time to deployment

April 2014

85,600,000

85.6

100% by September 2014

5 months

November/December 2014

95,000,000

99.6

100% by January 2015

6 weeks

February 2015

59,750,000

61.4

100% by April 2015

6 weeks

September 2015

37,607,105

38.8

100% by November 2015

6 weeks

July/August/September 2016

64,100,926

64.7

Used to repay debt facility

Immediate

November 2016

110,300,000

115.3

100% by August 2017

10 months

June 2017

115,000,000

126.5

100% by August 2018

1 year 2 months

November 2018

100,000,000(1)

100.0

Partially used to repay debt facility

2 months

August 2019

100,000,000(1)

100.0

Partially used to repay debt facility

Immediate

(1) Preference shares

Date

Debt raised(£m)

Lender

Amount deployed

Status at30 September 2019

 

July 2015

22.7

NIBC

100%

Repaid

 

January 2016

45.4

Bayern Landesbank

100%

Repaid

 

March 2016

55.0

MIDIS

100%

Drawn

 

February 2017

150.0

Macquarie/NAB/CBA

100%

Drawn

November 2017

68.1

UniCredit & ING

100%

Repaid

February 2018

20.0

NIBC

Not drawn

Not Drawn

July 2018

40.0

Santander

Not drawn

Not Drawn

July 2018

58.3

Bayern Landesbank

100%

Repaid

January 2019

30.0

Santander

100%

Partially repaid

During the period the ordinary share price increased from 117.5p to 122.0p. The table below shows the returns:

Half year2019/20

Totalsince IPO

Annualisedsince IPO

Ordinary shareholder total return

6.7%

54.6%

10.0%

NAV total return per ordinary share

3.2%

43.7%

8.0%

The annualised returns since IPO are in line with the target range of 7% - 9% equity return for ordinary shareholders (at IPO both initial issue price and NAV per ordinary share were 100p).

Since April 2019, the ordinary shares have been included in the FTSE 250 Index. NESF's ordinary shares outperformed the FTSE All-Share Index by 18.8% pts over the period from the IPO to 30 September 2019.

Ordinary shareholder total return and ordinary share NAV total return are used to review the Company's performance against its objectives.

Financing and Cash Management

At the period end, the Company's subsidiaries had financial debt outstanding of £211m (31 March 2019: £269m). Of the financial debt, £197m was long-term fully amortising debt, and £14m was drawn under a short-term credit facility. The total financial debt, together with the £200m preference shares, represented a gearing level of 39% (31 March 2019: 36%), which is below the stated maximum debt-to-GAV level of 50%.

During the period, £56m of the Santander RCF facility was re-paid. Consequent to the repayment of debt facilities during the period and prior periods, the HoldCos now have £300m Eurobonds issued on TISE, which the Company has acquired to optimise the group capital structure.

The following table is a summary of the financial debt outstanding:

Provider/arranger

Type

Borrower

Tranches

Facility amount£m

Amountoutstanding£m

Termination(including options to extend)

Applicable rate

MIDIS/CBA/NAB

Fully-amortising long-term debt

NESH

Medium-term

48.4

48.4

Dec-26

2.91%(1)

Floating long-term

24.2

24.2

Jun-35

3.68%(1)

Index linked long-term

38.7

36.4

Jun-35

RPI index

+ 0.36%

Fixed long-term

38.7

38.7

Jun-35

3.82%

Debt Service Reserve Facility

7.5

0.0

Jun-26

1.50%

MIDIS

Fully-amortising

long-term debt

NESH IV

Inflation linked

27.5

23.7

Sep-34

RPI index

+ 1.44%

Fixed long-term

27.5

25.9

Sep-34

4.11%

Total long-term debt

197.3

NIBC

RCF

NESH II

n/a

20.0

-

Feb-20

LIBOR +2.20%

Santander

RCF

NESH VI

n/a

70.0

14.0

Jul-20

LIBOR +1.30%

Total short-term debt

14.0

Total debt

211.3

(1) Applicable rate represents the swap rate.

As at 30 September 2019, the Company held cash of £5.3m at financial institutions in the UK with a credit rating at A-1 or above.

Events After the Reporting Period

On 13 November 2019, the Directors approved a dividend of 1.7175 pence per ordinary share for the period ended 30 September 2019 to be announced on 14 November 2019, and paid on 30 December 2019 to ordinary shareholders on the register as at the close of business on 22 November 2019.

NextEnergy Capital Limited

13 November 2019

Investment Portfolio

Power plant

Location

Announcementdate

Regulatory regime(1)

Installed capacity (MWp)

Investment cost (£M)

Remaining life of the plant (years)

1

Higher Hatherleigh

Somerset

01/05/2014

1.6

6.1

7.3(5)

18.5

2

Shacks Barn

Northamptonshire

09/05/2014

2.0

6.3

8.2(5)

17.8

3

Gover Farm

Cornwall

23/06/2014

1.4

9.4

11.1(5)

29.4

4

Bilsham

West Sussex

03/07/2014

1.4

15.2

18.9(5)

20.1

5

Brickyard

Warwickshire

14/07/2014

1.4

3.8

4.1(5)

35.5

6

Ellough

Suffolk

28/07/2014

1.6

14.9

20.0(5)

20.5

7

Poulshot

Wiltshire

09/09/2014

1.4

14.5

15.7(5)

20.5

8

Condover

Shropshire

29/10/2014

1.4

10.2

11.7(5)

24.7

9

Llywndu

Ceredigion

22/12/2014

1.4

8.0

9.4

19.4

10

Cock Hill Farm

Wiltshire

22/12/2014

1.4

20.0

23.6

20.2

11

Boxted Airfield

Essex

31/12/2014

1.4

18.8

20.6(5)

20.1

12

Langenhoe

Essex

12/03/2015

1.4

21.2

22.9(5)

20.2

13

Park View

Devon

19/03/2015

1.4

6.5

7.7(5)

35.3

14

Croydon

Cambridgeshire

27/03/2015

1.4

16.5

17.8(5)

30.2

15

Hawkers Farm

Somerset

13/04/2015

1.4

11.9

14.5(5)

19.7

16

Glebe Farm

Bedfordshire

13/04/2015

1.4

33.7

40.5(5)

35.5

17

Bowerhouse

Somerset

18/06/2015

1.4

9.3

11.1(5)

35.2

18

Wellingborough

Northamptonshire

18/06/2015

1.6

8.5

10.8(5)

20.7

19

Birch Farm

Essex

21/10/2015

FiT

5.0

5.3(5)

36.5

20

Thurlestone Leicester

Leicestershire

21/10/2015

FiT

1.8

2.3

41.0

21

North Farm

Dorset

21/10/2015

1.4

11.5

14.5(5)

21.3

22

Ellough Phase 2

Suffolk

03/11/2015

1.3

8.0

8.0(5)

30.2

23

Hall Farm

Leicestershire

03/11/2015

FiT

5.0

5.0(5)

19.9

24

Decoy Farm

Lincolnshire

03/11/2015

FiT

5.0

5.2(5)

13.6

25

Green Farm

Essex

26/11/2015

FiT

5.0

5.8

20.8

26

Fenland

Cambridgeshire

11/01/2016

1.4

20.4

23.9(2,3)

20.9

27

Green End

Cambridgeshire

11/01/2016

1.4

24.8

29.0(2,3)

20.5

28

Tower Hill

Gloucestershire

11/01/2016

1.4

8.1

8.8(2,3)

21.5

29

Branston

Lincolnshire

05/04/2016

1.4

18.9

35.7

30

Great Wilbraham

Cambridgeshire

05/04/2016

1.4

38.1

22.0

31

Berwick

East Sussex

05/04/2016

1.4

8.2

97.9(2,4)

25.5

32

Bottom Plain

Dorset

05/04/2016

1.4

10.1

40.6

33

Emberton

Buckinghamshire

05/04/2016

1.4

9.0

25.4

34

Kentishes

Essex

22/11/2016

1.2

5.0

4.5

22.2

35

Mill Farm

Hertfordshire

04/01/2017

1.2

5.0

4.2

37.2

36

Bowden

Somerset

04/01/2017

1.2

5.0

5.6

22.4

37

Stalbridge

Dorset

04/01/2017

1.2

5.0

5.4

37.5

38

Aller Court

Somerset

21/04/2017

1.2

5.0

5.5

22.5

39

Rampisham

Dorset

21/04/2017

1.2

5.0

5.8

22.2

40

Wasing

Berkshire

21/04/2017

1.2

5.0

5.3

28.3

41

Flixborough South

Humberside

21/04/2017

1.2

5.0

5.1

23.0

42

Hill Farm

Oxfordshire

21/04/2017

1.2

5.0

5.5

20.7

43

Forest Farm

Hampshire

21/04/2017

1.2

3.0

3.3

32.5

44

Birch CIC

Essex

12/06/2017

FiT

1.7

1.7

32.4

45

Barnby

Nottinghamshire

12/06/2017

1.2

5.0

5.4

22.8

46

Bilsthorpe

Nottinghamshire

12/06/2017

1.2

5.0

5.4

23.2

47

Wickfield

Wiltshire

12/06/2017

1.2

4.9

5.6

23.6

48

Bay Farm

Suffolk

18/08/2017

1.6

8.1

10.5

34.3

49

Honington

Suffolk

18/08/2017

1.6

13.6

16.0

34.4

50

Macchia Rotonda

Apulia

01/11/2017

FiT

6.6

27.0

51

Iacovangelo

Apulia

01/11/2017

FiT

3.5

22.4

52

Armiento

Apulia

01/11/2017

FiT

1.9

25.1

53

Inicorbaf

Apulia

01/11/2017

FiT

3.0

116.2(2,6)

27.9

54

Gioia del Colle

Campania

01/11/2017

FiT

6.5

26.4

55

Carinola

Apulia

01/11/2017

FiT

3.0

26.7

56

Marcianise

Campania

01/11/2017

FiT

5.0

16.3

57

Riardo

Campania

01/11/2017

FiT

5.0

16.6

58

Gilley's Dam

Cornwall

18/12/2017

1.3

5.0

6.4

16.6

59

Pickhill Bridge

Clwyd

18/12/2017

1.2

3.6

3.7

16.4

60

North Norfolk

Norfolk

01/02/2018

1.6

11.0

14.6

17.1

61

Axe View

Devon

01/02/2018

1.2

5.0

5.6

17.1

62

Low Bentham

Lancashire

01/02/2018

1.2

5.0

5.4

17.0

63

Henley

Shropshire

01/02/2018

1.2

5.0

5.2

17.0

64

Pierces Farm

Berkshire

30/05/2018

FiT

1.7

1.2

19.6

65

Salcey Farm

Buckinghamshire

30/05/2018

1.4

5.5

6.5

19.6

66

Thornborough

Buckinghamshire

25/06/2018

1.2

5.0

5.7

21.5

67

Temple Normaton

Derbyshire

25/06/2018

1.2

4.9

5.6

21.8

68

Fiskerton Phase 1

Lincolnshire

25/06/2018

1.3

13.0

16.6

30.5

69

Huddlesford HF

Staffordshire

25/06/2018

1.2

0.9

0.9

21.3

70

Little Irchester

Northamptonshire

25/06/2018

1.2

4.7

5.9

22.3

71

Balhearty

Clackmannanshire

25/06/2018

FiT

4.8

2.6

22.2

72

Brafield

Northamptonshire

25/06/2018

1.2

4.9

5.8

21.5

73

Huddlesford PL

Staffordshire

25/06/2018

1.2

0.9

0.9

21.6

74

Sywell

Northamptonshire

25/06/2018

1.2

5.0

5.9

21.6

75

Coton Park

Derbyshire

25/06/2018

FiT

2.5

1.1

31.3

76

Hook

Somerset

11/07/2018

1.6

15.3

21.9(2)

34.5

77

Blenches

Wiltshire

11/07/2018

1.6

6.1

7.8(2)

19.2

78

Whitley

Somerset

11/07/2018

1.6

7.6

10.5(2)

19.5

79

Burrowton

Devon

11/07/2018

1.6

5.4

7.3(2)

19.0

80

Saundercroft

Devon

11/07/2018

1.6

7.2

9.6(2)

34.4

81

Raglington

Hampshire

11/07/2018

1.6

5.7

8.1(2)

34.3

82

Knockworthy

Cornwall

11/07/2018

FiT

4.6

6.6(2)

18.5

83

Chilton Canetello

Somerset

11/07/2018

FiT

5.0

9.0(2)

17.8

84

Crossways

Dorset

11/07/2018

FiT

5.0

10.1(2)

32.8

85

Wyld Meadow

Dorset

11/07/2018

FiT

4.8

7.1(2)

33.8

86

Ermis - rooftops

Multiple

07/08/2018

FiT

1.0

3.0

17.1

87

Angelia - rooftops

Multiple

07/08/2018

FiT

0.2

0.6

17.0

88

Ballygarvey

Northern Ireland

07/08/2019

1.4NIROCS

8.2

8.5

28.3

89

Hall Farm II

Leicestershire

07/08/2019

None

5.4

2.5

39.8

Total

705

905

To be built/under construction

A

Francis/Gourton

Clwyd

12/06/2017

None

10.0

-

-

B

Strensham

Worcestershire

12/06/2017

None

19.6

-

-

C

Radbrook

Warwickshire

12/06/2017

None

20.7

-

-

D

Moss

Cheshire

12/06/2017

None

9.5

-

-

E

Staughton

Bedfordshire

13/06/2018

None

50.0

27

-

F

Llanwern

Gwent

13/06/2018

None

62.5

-

-

Total

172

27

-

Grand Total

932

-

(1) An explanation of ROC regime is available at ofgem.gov.uk/environmental-programmes/renewables-obligation-ro.

(2) Acquired with project level debt.

(3) Part of the Thirteen Kings portfolio.

(4) Part of the Radius portfolio.

(5) Part of the Apollo portfolio.

(6) Part of the Solis portfolio.

 

Portfolio Assets

Period ended 30 September 2019

Since acquisition

 

Operational

Acquisition

Irradiation

Generation

Irradiation

Generation

 

date

date

Generation

delta

delta

Generation

delta

delta

 

Power plant

(MWh)

(%)

(%)

(MWh)

(%)

(%)

1

Higher Hatherleigh

Apr-14

May-14

4,448

3.4

4.9

34,171

0.2

4.6

 

2

Shacks Barn

May-14

May-14

4,272

3.6

3.0

34,692

2.5

8.2

 

3

Gover Farm

Jan-15

Jun-14

6,669

6.6

1.0

44,576

2.3

(0.4)

 

4

Bilsham

Jan-15

Jul-14

11,692

6.7

4.7

79,468

4.3

5.6

 

5

Brickyard

Jan-15

Jul-14

2,687

2.9

5.7

17,616

2.6

5.2

 

6

Ellough

Jul-14

Jul-14

10,963

1.2

4.1

80,257

0.4

6.3

 

7

Poulshot

Apr-15

Sep-14

10,198

2.9

4.5

60,837

(0.2)

4.0

 

8

Condover

May-15

Oct-14

6,526

(0.8)

(4.7)

42,541

(0.8)

0.3

 

9

Llywndu

Jul-15

Dec-14

5,954

(0.5)

8.2

32,805

(4.2)

1.7

 

10

Cock Hill Farm

Jul-15

Dec-14

14,644

3.8

5.7

85,051

2.1

3.4

 

11

Boxted Airfield

Apr-15

Dec-14

14,491

5.0

8.9

89,827

3.2

5.6

 

12

Langenhoe

Apr-15

Mar-15

16,024

7.8

6.5

104,817

5.8

8.6

 

13

Park View

Jul-15

Mar-15

4,438

(2.9)

(6.6)

27,751

(3.6)

(1.1)

 

14

Croydon

Apr-15

Mar-15

11,793

9.3

9.5

75,804

5.8

7.0

 

15

Hawkers Farm

Jun-15

Apr-15

9,036

3.5

6.2

52,751

(0.7)

3.0

 

16

Glebe Farm

May-15

Apr-15

25,360

7.9

13.9

154,593

5.4

11.5

 

17

Bowerhouse

Jul-15

Jun-15

6,632

7.7

1.6

39,224

1.9

1.2

 

18

Wellingborough

Jun-15

Jun-15

5,706

4.0

0.6

35,944

1.9

3.5

 

19

Birch Farm

Sep-15

Oct-15

3,807

6.3

7.4

20,438

3.8

5.6

 

20

Thurlestone Leicester

Oct-15

Oct-15

1,063

-

(0.9)

7,243

-

0.5

 

21

North Farm

Oct-15

Oct-15

9,086

1.7

2.7

48,296

(3.6)

(1.9)

 

22

Ellough Phase 2

Aug-16

Nov-15

6,021

7.0

7.2

27,012

8.8

11.4

 

23

Hall Farm

Apr-16

Nov-15

3,597

4.1

8.7

13,645

3.5

0.7

 

24

Decoy Farm

Mar-16

Nov-15

3,654

6.7

6.4

15,332

4.4

8.5

 

25

Green Farm

Dec-16

Nov-15

3,744

4.4

5.1

14,869

4.0

4.6

 

26

Fenland

Jan-16

Jan-16

15,642

7.4

11.2

82,055

4.9

9.3

 

27

Green End

Jan-16

Jan-16

18,189

7.5

6.6

95,958

4.6

5.4

 

28

Tower Hill

Jan-16

Jan-16

5,995

5.4

6.6

31,379

2.6

6.0

 

29

Branston

Mar-16

Apr-16

14,054

9.8

11.4

68,385

6.2

4.8

 

30

Great Wilbraham

Mar-16

Apr-16

28,297

7.7

8.4

141,706

5.2

5.7

 

31

Berwick

Mar-16

Apr-16

6,799

6.8

10.0

34,690

5.4

8.8

 

32

Bottom Plain

Mar-16

Apr-16

8,015

8.3

8.7

39,609

3.1

4.2

 

33

Emberton

Mar-16

Apr-16

6,589

7.5

6.9

33,140

4.5

4.2

 

34

Kentishes

Jul-17

Nov-16

3,786

5.3

3.3

13,726

5.5

5.4

 

35

Mill Farm

Jul-17

Jan-17

3,846

8.6

10.3

13,661

8.6

10.3

 

36

Bowden

Sep-17

Jan-17

3,854

2.1

(0.2)

10,981

0.2

0.4

 

37

Stalbridge

Sep-17

Jan-17

3,916

2.2

4.6

11,196

0.6

5.5

 

38

Aller Court

Sep-17

Apr-17

3,925

5.3

5.3

10,947

3.5

4.2

 

39

Rampisham

Sep-17

Apr-17

3,989

(0.3)

0.9

10,869

(1.6)

(1.9)

 

40

Wasing

Aug-17

Apr-17

3,881

9.0

10.5

11,822

6.9

10.2

 

41

Flixborough

Aug-17

Apr-17

3,641

6.1

7.7

10,996

5.6

7.9

 

42

Hill Farm

Mar-17

Apr-17

3,757

7.9

11.4

10,548

7.6

10.3

 

43

Forest Farm

Mar-17

Apr-17

2,292

6.7

8.3

6,401

5.1

8.3

 

44

Birch CIC

May-17

Jun-17

1,292

6.6

3.9

4,547

5.3

4.4

 

45

Barnby

Aug-17

Jun-17

3,571

5.4

8.2

10,649

5.6

7.7

 

46

Bilsthorpe

Aug-17

Jun-17

3,593

5.8

7.3

10,883

5.1

8.2

 

47

Wickfield

Mar-17

Jun-17

3,615

6.6

6.1

10,016

5.5

4.9

 

48

Bay Farm

Sep-17

Aug-17

5,619

6.3

5.7

16,973

8.5

6.4

 

49

Honington

Sep-17

Aug-17

9,720

2.9

3.9

28,598

4.4

3.6

 

50

Macchia Rotonda

Nov-17

Nov-17

5,998

4.5

2.4

18,281

3.2

3.3

 

51

Iacovangelo

Nov-17

Nov-17

3,270

3.6

3.0

9,815

2.0

4.1

 

52

Armiento

Nov-17

Nov-17

1,790

3.5

4.3

5,372

2.4

4.7

 

53

Inicorbaf

Nov-17

Nov-17

2,807

2.7

3.4

8,567

2.1

4.1

 

54

Gioia del Colle

Nov-17

Nov-17

5,857

(4.7)

(1.0)

17,642

(3.3)

0.6

 

55

Carinola

Nov-17

Nov-17

2,691

(0.5)

3.1

7,987

(0.4)

3.4

 

56

Marcianise

Nov-17

Nov-17

4,450

(0.6)

1.5

13,252

0.2

2.1

 

57

Riardo

Nov-17

Nov-17

4,548

(0.7)

1.7

13,241

(0.2)

(0.4)

 

58

Gilley's Dam

Nov-17

Dec-17

3,638

(4.2)

(3.4)

9,717

(4.9)

(2.4)

 

59

Pickhill Bridge

Dec-17

Dec-17

2,578

3.0

5.3

6,987

5.6

8.5

 

60

North Norfolk

Dec-17

Feb-18

8,489

7.1

10.0

21,952

7.5

10.2

 

61

Axe View

Dec-17

Feb-18

3,776

6.9

7.5

9,778

5.5

6.8

 

62

Low Bentham

Dec-17

Feb-18

3,426

1.4

1.3

8,991

2.4

3.7

 

63

Henley

Jan-18

Feb-18

3,508

2.3

5.5

9,174

3.2

6.0

 

64

Pierces Farm

May-18

May-18

1,233

4.2

4.1

2,641

6.5

7.4

 

65

Salcey Farm

May-18

May-18

3,795

7.7

1.0

8,282

12.6

5.9

 

66

Thornborough

Jun-18

Jun-18

3,328

0.8

(7.2)

6,181

7.9

(9.2)

 

67

Temple Normaton

Jun-18

Jun-18

3,332

1.6

(0.7)

6,283

7.1

(1.8)

 

68

Fiskerton Phase 1

Jun-18

Jun-18

9,144

7.3

0.3

17,574

11.3

0.6

 

69

Huddlesford HF

Jun-18

Jun-18

617

2.7

2.3

1,200

8.5

4.4

 

70

Little Irchester

Jun-18

Jun-18

3,247

0.8

(4.5)

6,003

8.2

(7.9)

 

71

Balhearty

Jun-18

Jun-18

2,828

(5.6)

(11.5)

5,055

(1.6)

(14.5)

 

72

Brafield

Jun-18

Jun-18

3,432

2.7

(3.5)

6,684

9.0

(1.9)

 

73

Huddlesford PL

Jun-18

Jun-18

640

2.2

1.6

1,244

8.2

3.7

 

74

Sywell

Jun-18

Jun-18

3,467

2.1

(2.4)

6,605

10.1

(3.0)

 

75

Coton Park

Jun-18

Jun-18

1,663

2.6

3.6

3,256

7.4

6.5

 

76

Hook

Jul-18

Jul-18

11,176

3.7

1.1

20,549

4.4

0.9

 

77

Blenches

Jul-18

Jul-18

4,310

2.0

4.4

8,090

5.1

7.5

 

78

Whitley

Jul-18

Jul-18

5,137

4.9

(5.8)

9,875

4.7

(0.9)

 

79

Burrowton

Jul-18

Jul-18

9,206

3.8

(0.0)

17,194

3.3

1.3

 

80

Saundercroft

Jul-18

Jul-18

 

81

Raglington

Jul-18

Jul-18

4,048

5.4

(6.1)

7,888

6.4

(2.1)

 

82

Knockworthy

Jul-18

Jul-18

3,431

3.1

(0.3)

6,397

3.0

1.0

 

83

Chilton Canetello

Jul-18

Jul-18

3,901

4.8

6.2

7,374

5.5

8.1

 

84

Crossways

Jul-18

Jul-18

3,951

5.8

2.9

7,633

5.4

5.6

 

85

Wyld Medow

Jul-18

Jul-18

3,619

(1.1)

(0.2)

6,853

(1.1)

0.9

 

86

Ermis

Aug-18

Aug-18

594

-

(0.3)

1,004

-

(0.9)

 

87

Angelia

Aug-18

Aug-18

118

-

7.1

203

-

7.4

 

88

Ballygarvey

Mar-18

Aug-19

1,344

2.1

3.7

1,344

2.1

3.7

 

89

Hall Farm II

Aug-19

Aug-19

-

-

-

-

-

-

 

Total

514,771

4.8

5.0

2,285,466

2.5

5.0

 

Rooftop assets are not monitored for irradiation

Statement of Directors' Responsibilities

To the best of their knowledge, the Directors of NextEnergy Solar Fund Limited confirm that:

(a) the Interim Report and Condensed Interim Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting;

(b) the Interim Report, comprising the Chairman's Statement and the Investment Adviser'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 Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the period from 1 April 2019 to 30 September 2019 and their impact on the Condensed Interim 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 Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the period from 1 April 2019 to 30 September 2019 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; and

(c) the Condensed Interim Financial Statements give a true and fair view of the assets, liabilities, financial position and profit of the Company as required by DTR 4.2.4R of the Disclosure Guidance and Transparency Rules.

The Directors believe that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of the Condensed Interim Financial Statements. The Annual Report and Financial Statements for the year ended 31 March 2019 includes: the Company's objectives, policies and processes for managing its capital; its financial risk management objectives; and details of its financial instruments and its exposure to credit risk and liquidity risk. The Directors believe the principal risks and uncertainties have not changed materially since the date of the Annual Report and Financial Statements and are not expected to change materially for the remainder of the Company's financial year. The Directors have undertaken a rigorous review of the Company's ability to continue as a going concern including reviewing the level of the Company's assets and significant areas of financial risk including the timing of future investment transactions, expenditure commitments and forecast income and cashflows. As a result, the Directors have, at the time of approving these Condensed Interim Financial Statements, a reasonable expectation that the Company has adequate resources to meet its liabilities and continue in operational existence for at least 12 months from the date of approval of the Condensed Interim Financial Statements. The Directors have therefore concluded that it is appropriate to adopt the going concern basis of accounting in preparing these Condensed Interim Financial Statements.

The maintenance and integrity of the Company's website is the responsibility of the Directors. Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

By order of the Board

For NextEnergy Solar Fund Limited

Patrick Firth

Director

13 November 2019

 

Condensed Interim Financial Statements

Condensed Statement of Comprehensive Income

For the period ended 30 September 2019

Notes

Unaudited1 April 2019 to 30 September 2019£'000

1 April 2018 to31 March 2019£'000

Unaudited1 April 2018 to30 September 2018£'000

Income

Income

5

34,238

55,613

26,349

Net changes in fair value of investments

6

(6,524)

24,538

(4,401)

Total net income

27,714

80,151

21,948

Expenditure

Preference share dividends

3,032

1,822

-

Management fees

16

2,834

5,402

2,675

Legal and professional fees

390

732

335

Administration fees

136

277

131

Audit fees

60

156

83

Directors' fees

19

104

173

86

Sundry expenses

38

27

3

Regulatory and listing fees

22

33

29

Insurance

12

15

7

Total expenses

6,628

8,637

3,349

Operating profit

21,086

71,514

18,599

Finance income

-

65

55

Profit and comprehensive income for the period/year

21,086

71,579

18,654

Earnings per ordinary share - basic

11

3.62p

12.37p

3.23p

Earnings per ordinary share - diluted

11

3.46p

11.93p

3.23p

All activities are derived from ongoing operations.

There is no other comprehensive income or expense apart from those disclosed above and consequently a Condensed Statement of Other Comprehensive Income has not been prepared.

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

 

Condensed Interim Statement of Financial Position

As at 30 September 2019

Unaudited30 September2019

31 March2019

Unaudited30 September2018

Notes

£'000

£'000

£'000

Non-current assets

Investments

6

818,352

722,763

590,448

Total non-current assets

818,352

722,763

590,448

Current assets

Cash and cash equivalents

5,270

19,285

3,836

Trade and other receivables

7

52,228

41,409

54,754

Total current assets

57,498

60,694

58,590

Total assets

875,850

783,457

649,038

Current liabilities

Trade and other payables

8

29,438

39,384

39,259

Total current liabilities

(29,438)

(39,384)

(39,259)

Non-current liabilities

Preference shares

197,708

99,022

-

Total non-current liabilities

(197,708)

(99,022)

-

Net assets

648,704

645,051

609,779

Equity

Share Capital and Premium

10

602,269

600,029

598,370

Retained earnings

46,435

45,022

11,409

Total equity attributable to shareholders

648,704

645,051

609,779

Net assets per ordinary share

13

111.2p

110.9p

105.1p

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

The condensed interim financial statements were approved and authorised for issue by the Board of Directors on 13 November 2019 and signed on its behalf by:

 

Director Director

Condensed Statement of Changes in Equity

For the period ended 30 September 2019

 

Share capital and premium£'000

Retainedearnings£'000

Total equity£'000

For the period 1 April 2019 to 30 September 2019 (unaudited)

Shareholders' equity at 1 April 2019

600,029

45,022

645,051

Profit and comprehensive income for the period

-

21,086

21,086

Ordinary shares issued

2,240

-

2,240

Ordinary dividends declared

-

(19,673)

(19,673)

Shareholders' equity at 30 September 2019

602,269

46,435

648,704

For the year 1 April 2018 to 31 March 2019

Shareholders' equity at 1 April 2018

593,388

11,602

604,990

Profit and comprehensive income for the year

-

71,579

71,579

Ordinary shares issued

6,641

-

6,641

Ordinary dividends declared

-

(38,159)

(38,159)

Shareholders' equity at 31 March 2019

600,029

45,022

645,051

For the period 1 April 2018 to 30 September 2018 (unaudited)

Shareholders' equity at 1 April 2018

593,388

11,602

604,990

Profit and comprehensive income for the period

-

18,654

18,654

Ordinary shares issued

4,982

-

4,982

Ordinary dividends declared

-

(18,847)

(18,847)

Shareholders' equity at 30 September 2018

598,370

11,409

609,779

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

 

Condensed Statement of Cash Flows

For the period ended 30 September 2019

Notes

Unaudited1 April 2019 to 30 September 2019£'000

1 April 2018to 31 March 2019£'000

Unaudited1 April 2018 to 30 September 2018£'000

Cash flows from operating activities

Profit and comprehensive income for the period/year

21,086

71,579

18,654

Adjustments for:

Investment proceeds from HoldCos

-

4,654

4,654

Investment payments to HoldCos

(99,862)

(176,658)

(70,573)

Change in fair value on investments

6

6,524

(24,538)

4,401

Finance income

-

(65)

(55)

Amortisation

36

22

-

Operating cash flows before movements in working capital

(72,216)

(125,006)

(42,919)

Changes in working capital

Movement in trade receivables

(13,069)

(13,012)

(26,357)

Movement in trade payables

(9,946)

13,863

11,029

Net cash used in operating activities

(95,231)

(124,155)

(58,247)

Cash flows from investing activities

Finance income

-

65

55

Net cash generated from investing activities

-

65

55

Cash flows from financing activities

Net proceeds from issuance of preference shares

98,650

99,000

-

Dividends paid

(17,434)

(31,518)

(13,865)

Net cash generated from financing activities

81,216

67,482

(13,865)

Net movement in cash and cash equivalents during period/year

(14,015)

(56,608)

(72,057)

Cash and cash equivalents at the beginning of the period/year

19,285

75,893

75,893

Cash and cash equivalents at the end of the period/year

5,270

19,285

3,836

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

Notes to the Condensed Interim Financial Statements

For the period ended 30 September 2019

1. General Information

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 is regulated by the GFSC as a registered 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. Subsequent fundraisings and the take-up of the scrip dividend option also took place, increasing total equity to £602.3m as at 30 September 2019 (31 March 2019: £600.0m). On 12 November 2018 the Company issued preference shares, raising £100m before transaction costs. On 12 August 2019 the Company issued further preference shares, raising £100m before transaction costs. Details can be found in note 10.

The Company seeks to provide investors with a sustainable and attractive dividend that increases in line with the Retail Price Index over the long-term by investing in a diversified portfolio of solar PV assets that are located in the UK and other OECD countries. 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 makes its investments through HoldCos and SPVs, which are directly or indirectly wholly-owned by the Company. The Company controls the investment policy of each of the HoldCos and its wholly-owned SPV's 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 (Guernsey) Law, 2008, with registered number 57740 and is licensed and regulated by the GFSC and is a member of the NEC Group. The Investment Manager acts as the Alternative Investment Fund Manager of the Company.

The Investment Manager has appointed NextEnergy Capital Limited as its Investment Adviser (the "Investment Adviser") pursuant to the Investment Advisory Agreement dated 18 March 2014. The Investment Adviser is a company incorporated in England with registered number 05975223 and is authorised and regulated by the FCA.

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 preparation

The condensed interim financial statements have been prepared on a going concern basis in accordance with IAS 34 Interim Financial Reporting. The interim financial information should be read in conjunction with the annual report and audited financial statements for the year ended 31 March 2019, which have been prepared in accordance with IFRS.

b) Seasonal and cyclical variations

The Company's results may vary during reporting periods as a result of the spread of irradiation during the period and, together with other factors, will impact the NAV. Other factors include changes in inflation and power prices.

c) 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 to generate investment returns in accordance with the investment objective. The financial information used by the Chief Operating Decision Maker to manage the Company presents the business as a single segment.

d) 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; and

·; forecast income and cashflows.

The Company has cash and short-term deposits as well as projected positive income streams and an available credit facility (see note 20) 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 next 12 months. Accordingly they have adopted the going concern basis of preparation in preparing the financial statements.

3. New and Revised Standards

The Directors have considered new accounting standards, amendments and interpretations in issue but not yet effective and do not expect that their adoption will result in a material impact on the financial statements of the Company in future periods.

4. Critical Accounting Estimates and Judgements

The Company makes estimates and judgements that affect the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated and based on historic experience and other factors believed to be reasonable under the circumstances.

a) Critical accounting estimate: 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 SPVs.

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 Company classified its investments at fair value through profit or loss as Level 3 within the fair value hierarchy. Level 3 investments amount to £818.4m (31 March 2019: £722.8m) and consist of 89 investments in solar PV assets (held indirectly through the HoldCos) (31 March 2019: 87 (held indirectly through the HoldCos)), all of which have been valued on a look-through basis, based on the discounted cash flows of the solar PV assets (except for those solar plants not yet operational) and the residual value of net assets at the HoldCo level. The unlevered discount rate applied in the 30 September 2019 valuation was 6.50% (31 March 2019: 6.50%). The discount rate is a significant Level 3 input and a change in the discount rate applied could have a material effect on the value of the investments. Investments in solar PV assets that 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 valuations are reviewed regularly by the Investment Manager who reports to the Board of Directors on a periodic basis. The Board considers the appropriateness of the valuation model and inputs, as well as the valuation result.

Information about the unobservable inputs used at 30 September 2019 in measuring financial instruments categorised as Level 3 in the fair value hierarchy and their sensitivities are disclosed in note 14. Unlisted investments reconcile to the closing investment portfolio value as per the investment table in note 6.

b) Significant judgement: consolidation of entities

The Company, under the Investment Entity Exemption rule, holds its investments at fair value. The Company meets the definition of an investment entity per IFRS 10 as detailed in note 4c).

The Company does not have any other subsidiaries other than those determined to be controlled subsidiary investments. Controlled subsidiary investments are measured at fair value through profit or loss and are not consolidated in accordance with IFRS 10. The fair value of controlled subsidiary investments is determined as described in note 4a).

c) Significant judgement: subsidiaries

The Company and the HoldCos operate as an integrated structure whereby the Company invests solely in the HoldCos. Per IFRS 10, there is a requirement for the Board of Directors to assess whether the HoldCos are themselves investment entities. The Board of Directors have performed this assessment and has concluded that each of the HoldCos are investment entities for the reasons below:

(a) The HoldCos have obtained funds for the purpose of investing in equity or other similar interests in multiple investments and providing the Company (and its investors) with returns from capital appreciation and investment income.

(b) The performance of investments made through the HoldCos are measured and evaluated on a fair value basis.

Furthermore, the HoldCos themselves are not deemed to be operating entities providing services to the Company, so the group is able to apply the exception to consolidation.

5. Income

Period ended30 September 2019 £'000

Year ended31 March 2019 £'000

Interest income

3,655

614

Investment income

26,361

46,957

Management fee income

4,222

8,042

Total Income

34,238

55,613

6. Investments

The Company owns the investment portfolio through its investments in the HoldCos. This is comprised of the investment portfolio and the residual net assets of the HoldCos. The total investments at fair value are recorded under non-current assets in the Condensed Statement of Financial Position.

Period ended30 September 2019£'000

Year ended31 March 2019£'000

Brought forward cost of investments

689,478

517,474

Investment proceeds from HoldCos

-

(4,654)

Investment payments to HoldCos

102,113

176,658

Additions - acquisition of Eurobonds

125,000

175,000

Disposal - de-recognition of loans*

(125,000)

(175,000)

Carried forward cost of investments

791,591

689,478

Brought forward unrealised gains on valuation

33,285

8,747

Movement in unrealised gains on valuation

(6,524)

24,538

Carried forward unrealised gains on investments

26,761

33,285

Total investments at fair value

818,352

722,763

* Non-cash transactions: On 28 February 2019 and 18 September 2019, a number of facilities totaling £125m, between the Company and certain of the Holdcos were de-recognised and replaced with Eurobond instruments listed on the TISE.

On 28 February 2019, NESH III and NESH V issued Eurobond instruments listed on TISE totalling £175m. On 18 September 2019, a further issue by NESH III was made totalling £125m. The Eurobonds were purchased by the Company as a non-cash transaction by re-allocating cost of investment.

The total change in the value of the investments in the HoldCos is recorded through profit and loss in the Condensed Statement of Comprehensive Income.

7. Trade and Other Receivables

Period ended30 September 2019 £'000

Year ended31 March 2019 £'000

Management fee income receivable

1,582

249

Prepayments

501

461

Due from HoldCos

48,749

40,699

Interest receivable

1,396

-

Total trade and other receivables

52,228

41,409

Amounts due from HoldCos are interest free and payable within 12 months.

8. Trade and Other Payables

Period ended30 September 2019 £'000

Year ended31 March 2019 £'000

Other payables

141

264

Preference dividends payable

1,848

1,171

Due to HoldCos

27,449

37,949

Total trade and other payables

29,438

39,384

Amounts due to HoldCos are interest free and payable on demand.

9. Subsidiaries

The Company holds investments through subsidiary companies ("HoldCos") which have not been consolidated as a result of the adoption of IFRS 10: Investment entities exemption to consolidation. The HoldCos, as per note 4c), are 100% directly owned. Below is the legal entity name for the SPVs, all owned 100% at 31 March 2019 and 30 September 2019 indirectly through the HoldCos (unless otherwise stated).

Name

Country of incorporation

Push Energy (Boxted Airfield) Ltd

UK

Next Power Gover Farm Ltd

UK

NextPower Higher Hatherleigh Ltd

UK

NextPower Shacks Barn Ltd

UK

BL Solar 2 Ltd

UK

North Farm Solar Park Ltd

UK

Glorious Energy Ltd

UK

Sunglow Power Ltd

UK

Push Energy (Croydon) Ltd

UK

Wellingborough Solar Ltd

UK

Nextpower Ellough LLP

UK

Push Energy (Birch) Ltd

UK

Bowerhouse Solar Ltd

UK

Push Energy (Langenhoe) Ltd

UK

ST Solarinvest Devon 1 Ltd

UK

Greenfields (A) Ltd

UK

Push Energy (Decoy) Ltd

UK

Push Energy (Hall Farm) Ltd

UK

Glebe Farm Ltd

UK

Ellough Solar 2 Ltd

UK

SSB Condover Ltd

UK

NESF - Ellough Ltd

UK

Trowbridge PV Ltd

UK

ESF Llwyndu Ltd

UK

Warmingham Solar Ltd

UK

Moss Farm Solar Ltd

UK

Gwent Farmers Community Solar Partnership Limited*

UK

Greenfields (T) Limited*

UK

EMGEN Solar 1288 Ltd

UK

Lumicity 1 Ltd

UK

BESS Pierces Ltd

UK

Thornborough Solar Ltd

UK

Temple Normanton Solar Ltd

UK

UK Solar (Fiskerton) LLP

UK

Helios Solar 2 Ltd

UK

Little Irchester Solar Ltd

UK

Balhearty Solar Ltd

UK

Brafield Solar Ltd

UK

Sywell Solar Ltd

UK

Helios Solar 1 Ltd

UK

Pierces Solar Ltd

UK

Micro Renewables (Domestic) Ltd

UK

RRAM Energy Ltd

UK

RRAM (Portfolio 1) Ltd

UK

Knockworthy Solar Park Ltd

UK

RRAM (Portfolio 2) Ltd

UK

Burcroft Solar Parks Ltd

UK

Burrowton Farm Solar Park Ltd

UK

Saundercroft Farm Solar Park Ltd

UK

Renewable Energy Holdco Ltd

UK

Chilton Cantello Solar Park Ltd

UK

Crossways Solar Park Ltd

UK

Wyld Meadow Farm Solar Park Ltd

UK

Raglington Farm Solar Park Ltd

UK

Nextpower Water Projects Ltd

UK

 

Nextpower Bosworth Ltd

UK

 

NextZest Ltd

UK

 

Nextpower SPV 2 Ltd

UK

 

Nextpower SPV 3 Ltd

UK

 

Glebe Solar Ltd

UK

 

Thurlestone-Leicester Solar Ltd

UK

 

Empyreal Energy Ltd

UK

 

Birch Solar Farm CIC

UK

 

Fiskerton Limited

UK

 

LE Solar 51 Ltd

UK

 

Lark Energy Bilsthorpe Ltd

UK

 

Wickfield Solar Ltd

UK

 

SL Solar Services Ltd

UK

 

Tau Solar Ltd

UK

 

NESH 3 Portfolio A Ltd

UK

 

Push Energy (Mill Farm) Ltd

UK

 

Rampisham Estate Solar Park Ltd

UK

 

WHEB European Solar (UK) 2 Ltd

UK

 

WHEB European Solar (UK) 3 Ltd

UK

 

PF Solar Ltd

UK

 

Micro Renewables Ltd

UK

 

Francis Lane Solar Ltd

UK

 

Gourton Hall Solar Ltd

UK

 

TGC Solar Radbrook Ltd

UK

 

Moss Lane Farm Solar Ltd

UK

 

Little Staughton Airfield Solar Ltd

UK

 

Push Energy (Kentishes) Ltd

UK

 

Ballygarvey Solar Ltd*

UK

 

Whitley Solar Park (Ashcott Farm) Ltd

UK

Hook Valley Farm Solar Park Ltd

UK

Blenches Mill Farm Solar Park Ltd

UK

NextEnergy Solar Holding VI Ltd

UK

Fenland Renewables Ltd

UK

Tower Hill Farm Renewables Ltd

UK

Green End Renewables Ltd

UK

Bowden Lane Solar Park Ltd

UK

Garden Tiger Ltd

UK

INRG (Solar Parks) 20 Ltd

UK

KS SPV 39 Ltd

UK

INRG (Solar Parks) 17 Ltxd

UK

INRG (Solar Parks) 21 Ltd

UK

Waltham Solar Ltd

UK

Barred Straw Ltd

UK

Stalbridge Solar Park Ltd

UK

Aller Court Solar Park Ltd

UK

Nextpower Radius Ltd

UK

Berwick Solar Park Ltd

UK

Bottom Plain Solar Park Ltd

UK

Branston Solar Park Ltd

UK

Emberton Solar Park Ltd

UK

Great Wilbraham Solar Park Ltd

UK

Macchia Rotonda Solar S.r.l.

Italy

SunEdison Med. 6 S.r.l.

Italy

Starquattro S.r.l

Italy

Fotostar 6 S.r.l.

Italy

Agrosei S.r.l.

Italy

* as at 31 March 2019 the percentage ownership of these SPVs was 0%

10. Share Capital and Retained Earnings

Ordinary shares

Share issuance

Number ofshares

Gross amountraised£'000

Issue costs£'000

Share capitaland premium£'000

Total issued at31 March 2019

581,730,541

607,494

(7,465)

600,029

Scrip dividend -28 June 2019

646,767

756

-

756

Scrip dividend -30 September 2019

1,240,195

1,484

-

1,484

Total issued at30 September 2019

583,617,503

609,734

(7,465)

602,269

The Company currently has one class of ordinary share in issue. All the holders of the ordinary shares, which total 583,617,503, are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company.

Preference shares

On each of 12 November 2018 and 12 August 2019, the Company issued 100,000,000 preference shares at a price of 100.0p per preference share. The preference shares pay a preferred dividend of 4.75% p.a. fixed until March 2036 after which the preference shareholders have the right to convert into new ordinary shares or a new class of unlisted B shares with dividend and capital rights pari passu to ordinary shareholders, based on the NAV at the time of conversion. The preference shares do not hold any voting rights, except in limited circumstances.

The preference shares are also redeemable at the option of the Company at any time after 1 April 2030, in full or in part. The redemption price will be the subscription price plus any unpaid dividends. In addition, the preference shares may be redeemed in full at the election of the holders in the event of a delisting or change of control of the Company.

Retained earnings

Retained earnings are detailed in the Condensed Statement of Changes in Equity.

11. Earnings Per Share

Period ended30 September 2019

Year ended31 March 2019

Profit and comprehensive income for the period/year (£'000)

21,086

71,579

Plus: preference share dividends (£'000)

3,032

1,822

Profit and comprehensive income for the period/year used to calculate diluted earnings per ordinary share (£'000)

24,118

73,401

Basic weighted average number of ordinary shares

582,073,071

578,844,510

Weighted average number of additional ordinary shares used to calculate dilutive effect of preference shares

114,558,171

36,234,245

Weighted average number of ordinary shares used to calculate diluted earnings per share

696,631,242

615,078,755

Earnings per ordinary share - basic

3.62p

12.37p

Earnings per ordinary share - diluted

3.46p

11.93p

The diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding for the ordinary shares that are potentially issuable on conversion of the preference shares and adding back the dividends paid on the preference shares to the profit and comprehensive income for the period. From 1 April 2036, the preference shares have the right to convert into new ordinary shares or a new class of unlisted B shares with dividend and capital rights pari passu to ordinary shares, based on the NAV at the time of conversion.

12. Dividends

Amounts recognised as distributions to equity holders:

Period ended

30 September 2019£'000

Year ended31 March 2019 £'000

Interim dividend for the period ended 31 March 2018 of 1.605p per ordinary share, paid on 26 June 2018

-

9,239

Interim dividend for the period ended 30 June 2018 of 1.6625p per ordinary share, paid on 28 September 2018

-

9,608

Interim dividend for the period ended 30 September 2018 of 1.6625p per ordinary share, paid on 28 December 2018

-

9,646

Interim dividend for the period ended 31 December 2018 of 1.6625p per ordinary share, paid on 28 March 2019

-

9,666

Interim dividend for the period ended 31 March 2019 of 1.6625p per ordinary share, paid on 28 June 2019

9,671

-

Interim dividend for the period ended 30 June 2019 of 1.7175p per ordinary share, paid on 30 September 2019

10,003

-

Total

19,674

38,159

13. Net Assets Per Ordinary Share

As at30 September 2019

As at31 March 2019

Ordinary shareholders' equity (£'000)

648,704

645,052

Number of ordinary shares

583,617,503

581,730,541

Net assets per ordinary share - pence

111.2p

110.9p

The conversion price of the preference shares will be based on the ratio of the nominal value (100p) (plus unpaid dividends, if any) per preference share relative to NAV per ordinary share at the date of conversion. Accordingly, conversion of the preference shares will not result in any dilution of the NAV per ordinary share.

14. 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, other ordinary share issuance and issue of preference shares) has been to fund investments and repay debt, 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 and debt structure of the Company consists of equity comprising ordinary share capital and retained earnings, preference shares and financial debt.

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, currency risk and interest rate risk), credit risk and liquidity risk.

Price risk

The value of the investments held by the Company is affected by the discount rate applied to the expected future cash flows and as such may vary with movements in interest rates, inflation, power prices, market prices and competition for these assets.

Currency risk

The Company is indirectly exposed to currency risk due to the cash flows from its Italian subsidiaries to NESH V. 92% of the expected cash flows are hedged to limit the exposure. The Company itself is not exposed to currency risk as all assets and liabilities are in pounds sterling, therefore the Company's functional and presentational currency is GBP.

Interest rate risk

The Company is indirectly exposed to interest rate risk from the credit facilities of the HoldCos. Of the £211m credit facilities outstanding, £124.7m had fixed interested rates and the remaining £86.6m had floating interest rates. For the floating amount of £72.6m, Interest Rate Swaps were implemented over the term of the loans to mitigate interest rate risks. The counterparties to these swaps are all Investment grade financial institutions. The remaining £14m had floating rates which are not hedged and are not considered to be significant.

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 maximum exposure to credit risk is the carrying amounts of the respective financial assets set out below:

30 September 2019£'000

31 March 2019£'000

Cash and cash equivalents

5,270

19,285

Trade and other receivables

52,228

41,409

Debt investments

300,000

175,000

Total

357,498

235,694

Debt investments relates to the Eurobond instruments executed in accordance with the investment objectives of the Company and which has been fair valued as part of the "Investments" as disclosed in note 6. No collateral is received from NESH III and NESH V. The credit quality of these investments is based on the financial performance of NESH III and NESH V as well as the underlying investments they own. The risk of default is deemed to be low and the principal repayments and interest payments are expected to be made in accordance with the agreed terms and conditions.

The Company does not have any significant credit risk exposure to any single counterparty in relation to trade and other receivables. Ongoing credit evaluation is performed on the financial condition of accounts receivable. As at 30 September 2019 the probability of default is considered to be close to zero and therefore no allowance has been recognised based on 12 month expected credit loss as any impairment would be insignificant to the Company. All receivables are from other entities in the NextEnergy Group and so management has sufficient oversight of the receivables to assess the probability of default.

At investment level, the credit risk relating to significant counterparties is reviewed on a regular basis and potential adjustments to the discount rate are considered to recognise changes to these risks where applicable.

The Company maintains its cash and cash equivalents across various 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.

30 September 2019

Credit rating Standard & Poor's

Cash£'000

Total as at30 September 2019£'000

Barclays Bank PLC

Long - A

Short - A-1

5,270

5,270

Lloyds Bank PLC

Long - BBB+

Short - A-2

-

-

Total

5,270

5,270

 

31 March 2019

Credit rating Standard & Poor's

Cash£'000

Total as at31 March 2019£'000

Barclays Bank PLC

Long - A

Short - A-1

19,283

19,283

Lloyds Bank PLC

Long - BBB+

Short - A-2

2

2

Total

19,285

19,285

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 funding and 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 Company is indirectly exposed to liquidity risk from the credit risk facilities of the HoldCos. The HoldCos have sufficient funds to meet the obligations of the credit facilities, and this is monitored by the Investment Adviser.

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.

30 September 2019

Up to3 months£'000

Between 3 and12 months£'000

Between 1 and5 years£'000

Total£'000

Assets

Cash and cash equivalents

5,270

-

-

5,270

Trade and other receivables

52,228

-

-

52,228

Liabilities

Trade and other payables

(29,438)

-

-

(29,438)

Total

28,060

-

-

28,060

 

31 March 2019

Up to3 months£'000

Between 3 and12 months£'000

Between 1 and5 years£'000

Total£'000

Assets

Cash and cash equivalents

19,285

-

-

19,285

Trade and other receivables

41,409

-

-

41,409

Liabilities

Trade and other payables

(39,384)

-

-

(39,384)

Total

21,310

-

-

21,310

Valuation methodology

The Directors have satisfied themselves as to the methodology used and the discount rates and key judgements applied in producing the valuations in accordance with the IPEV guidelines. 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 rate used for valuing a solar PV asset is based on the industry unlevered discount rate and the risk premium, which 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:

30 September 2019

31 March 2019

Weighted Average discount rate

7.0%

7.0%

Discount rates

6.5% to 8.0%

6.5% to 8.0%

 

A change to the weighted average discount rate by plus or minus 0.5% has the following effect on the valuation.

Discount rate

+0.5% change

Total Portfolio value

-0.5% change

30 September 2019

(£19.7m)

£647.6m

£21.0m

Fair value - percentage movement

(3.0%)

3.2%

31 March 2019

(£20.6m)

£616.4m

£22.0m

Fair value - percentage movement

(3.3%)

3.6%

Power price

The NEC Group continuously reviews multiple inputs from market contributors and leading consultants and adjust the inputs to the power price forecast when a different approach is deemed more appropriate. Current estimates imply an average rate of decline of electricity prices of approximately (0.3%) in real terms and a long term inflation rate of 3.0%.

A change in the forecast electricity price assumptions by plus or minus 10% has the following effect on the valuation, with all other variables held constant.

Power price

-10%change

Total Portfolio value

+10%change

30 September 2019

(£42.8m)

£647.6m

£43.9m

Fair value - percentage movement

(6.6%)

6.8%

31 March 2019

(£42.5m)

£616.4m

£43.4m

Fair value - percentage movement

(6.9%)

7.0%

Energy generation

The portfolio's aggregate energy generation yield depends on the combination of solar irradiation and technical performance of the solar PV assets. The table below shows the sensitivity of the portfolio valuation to a sustained increase or decrease of energy generation by plus or minus 5% on the valuation, with all other variables held constant.

Energy generation

5% under performance

Total Portfolio value

5% over performance

30 September 2019

(£42.5m)

£647.6m

£40.5m

Fair value - percentage movement

(6.6%)

6.3%

31 March 2019

(£43.8m)

£616.4m

£43.4m

Fair value - percentage movement

(7.1%)

6.6%

Inflation rates

The portfolio valuation assumes long-term inflation of 3.0% p.a. 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, with all other variables held constant:

Inflation rate

-0.5% change

Total Portfolio value

+0.5% change

30 September 2019

(£28.7m)

£647.6m

£30.3m

Fair value - percentage movement

(4.4%)

4.7%

31 March 2019

(£34.6m)

£616.4m

£36.6m

Fair value - percentage movement

(5.6%)

5.9%

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, with all other variables held constant.

Operating costs

+10% change

Total Portfolio value

-10%change

30 September 2019

(£12.1m)

£647.6m

£11.6m

Fair value - percentage movement

(1.9%)

1.8%

31 March 2019

(£11.5m)

£616.4m

£11.2m

Fair value - percentage movement

(1.9%)

1.8%

 

Tax rates

The UK corporation tax assumption for the portfolio valuation was 19% to 2020, and 17% thereafter in accordance with the UK Government announced reductions.

The Italian tax rate used is 24% with an additional 2.7% after 2020.

15. 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.

Preference shares are measured at nominal value less transaction costs amortised over the expected life of the preference shares.

16. Management Fee Expense

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 £200m, 1% of ordinary NAV;

·; for the tranche of NAV above £200m and up to and including £300m, 0.9% of ordinary NAV; and

·; for the tranche of NAV above £300m, 0.8% of ordinary NAV.

For the period ending 30 September 2019 the Company incurred £2.8m in management fees of which £nil was outstanding at 30 September 2019. For the year ending 31 March 2019 the Company incurred £5.4m in management fees of which £nil was outstanding at 31 March 2019. For the period ending 30 September 2018 the Company incurred £2.7m in management fees of which £nil was outstanding at 30 September 2018.

17. 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. All management fee transactions with the Investment Manager are disclosed in note 17. The Investment Manager was paid £0.5m for the issuance of the preference shares during the period (for the year ended 31 March 2019: £0.5m).

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 Asset Manager, WiseEnergy (Great Britain) Limited and WiseEnergy Italia Srl, are related parties due to sharing common key management personnel with the subsidiaries of the Company. Each of the operating subsidiaries of the Company entered into an asset management agreement with the asset manager. The total value of recurring and one-off services paid to the asset manager during the six month period amounted to £2.5m (for the year to 31 March 2019: £4.0m, and for the six month period to 30 September 2018: £2.9m).

At the period end, £27.4m (31 March 2019: £37.9m, 30 September 2018: £39.0m) was owed to and from the subsidiaries, in relation to their restructuring. £4.2m of management fees were received from the subsidiaries during the period (year to 31 March 2019: £8.0m, period to 31 September 2018: £3.9m), £1.6m of which was outstanding at the period end (31 March 2019: nil, 30 September 2018: £1.7m). During the period dividends of £26.4m were received from subsidiaries.

18. Controlling Party

In the opinion of the Directors, on the basis of shareholdings advised to them, the Company has no immediate or ultimate controlling party.

19. Remuneration of the Directors

The remuneration of the Directors was £104k for the period (for the year to 31 March 2019: £173k, for the period to 30 September 2018: £86k) which consisted solely of short-term employment benefits.

20. Revolving Credit and Debt Facilities

The Company's HoldCos have revolving credit and debt facilities which are factored into the calculation of the fair value of the underlying investments.

In January 2017, NESH closed a syndicated loan with MIDIS, NAB and CBA for £157.5m ("Project Apollo") to refinance its revolving credit facility. As part of the facility agreement, the lenders provide an additional Debt Service Reserve Facility of £7.5m and hold a charge over the assets of NESH Limited. As at 30 September 2019, the outstanding amount was £148.2m.

In July 2015, NESH II agreed a loan with NIBC for £22.7m. In July 2016, £1m was repaid and, in March 2018, the remaining balance was repaid. At the same time as the repayment the short-term facility was converted into a new £20m in revolving credit facility. As at 30 September 2019, the outstanding amount was £nil.

In March 2016, NESH IV agreed the purchase of Project Radius. The acquisition was part-funded by a debt facility entered into between NESH IV and Macquarie Bank Limited for £55.0m, which was fully drawn down in April 2016. As part of the debt facility agreement Macquarie Bank Limited holds a charge over the assets of NESH. As at 30 September 2019, the outstanding amount was £49.6m.

In July 2018, NESH VI agreed a RCF with Santander for £40.0m which was subsequently fully drawndown. In January 2019, the facility was increased to a total commitment of £70.0m with a subsequent £30.0m drawdown. In August 2019, £56.0m was repaid. As at 30 September 2019, the outstanding amount was £14.0m.

21. Reconciliation of Financing Activities

Opening (£'000)

Cash flows (£'000)

Net income allocation (£'000)

Non-cashflows(£'000)

Closing(£'000)

Share capital

600,029

-

-

2,240

602,269

Preference shares

99,022

98,650

-

36

197,708

Retained earnings

45,022

(17,434)

21,086

(2,240)

46,434

Total

744,073

81,216

21,086

36

846,411

22. Commitments and Guarantees

The Company has parental guarantees in place with two financial institutions for a debt obligation and a currency hedge transaction executed by some of its HoldCos. The Company has no outstanding commitments.

23. 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 in solar PV assets is not subject to any further tax in Guernsey, although these investments are subject to tax in the UK.

24. Events After The Reporting Period

On 13 November 2019, the Directors approved a dividend of 1.7175 pence per ordinary share for the period ended 30 September 2019 to be announced on 14 November 2019, and paid on 30 December 2019 to ordinary shareholders on the register as at the close of business on 22 November 2019.

Independent Review Report to NextEnergy Solar Fund Limited

Conclusion

We have been engaged by NextEnergy Solar Fund Limited (the "Company") to review the condensed interim financial statements in the half-yearly financial report for the six months ended 30 September 2019 of the Company which comprises the Condensed Statement of Comprehensive Income, Condensed Statement of Financial Position, Condensed Statement of Changes in Equity, Condensed Cash Flow Statement and the related explanatory notes.

Based on our review, nothing has come to our attention that causes us to believe that the condensed interim financial statements in the half-yearly financial report for the six months ended 30 September 2019 is not prepared, in all material respects, in accordance with IAS 34 Interim Financial Reporting ("ISA 34") and the Disclosure Guidance and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA").

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. We read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed interim financial statements.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FCA.

As disclosed in note 2, the annual financial statements of the Company are prepared in accordance with International Financial Reporting Standards. The directors are responsible for preparing the condensed interim financial statements included in the half-yearly financial report in accordance with IAS 34.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed interim financial statements in the half-yearly financial report based on our review.

The purpose of our review work and to whom we owe our responsibilities

This report is made solely to the Company in accordance with the terms of our engagement letter to assist the Company in meeting the requirements of the DTR of the UK FCA. Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.

Dermot Dempsey

For and on behalf ofKPMG Channel Islands LimitedChartered Accountants, Guernsey

13 November 2019

 

Corporate Information

Directors:

Kevin Lyon, Chairman

Patrick Firth

Vic Holmes

Sue Inglis

Sharon Parr

Registered Office:

1 Royal Plaza

Royal Avenue

St Peter Port

Guernsey

GY1 2HL

Company Website:

nextenergysolarfund.com

Investment Manager:

NextEnergy Capital IM Limited

1 Royal Plaza

Royal Avenue

St Peter Port

Guernsey

GY1 2HL

Investment Adviser:

NextEnergy Capital Limited

20 Savile Row

London

UK

W1S 3PR

Secretary and Administrator:

Apex Funds and Corporate Services (Guernsey) Limited

(formerly Ipes (Guernsey) Limited)

1 Royal Plaza

Royal Avenue

St Peter Port

Guernsey

GY1 2HL

Independent Auditor:

KPMG Channel Islands Limited (appointed 27 September 2019)

Glategny Court

Glategny Esplanade

St Peter Port

Guernsey

GY1 1WR

Independent Auditor

PricewaterhouseCoopers CI LLP (resigned following a competitive tender

process on 27 September 2019)

Royal Bank Place

1 Glategny Esplanade

St Peter Port

Guernsey

GY1 4ND

Registered Number:

57739

Registrar:

Link Market Services (Guernsey) Ltd

Legal Adviser to the Group as to UK law:

Simmons & Simmons LLP

Legal Adviser to the Group as to Guernsey law:

Mourant Ozannes LLP and Carey Olsen (Guernsey) LLP

Legal Adviser to the Group as to Debt Financing:

Stephenson Harwood LLP

Financial Adviser and Broker to the Company:

Cantor Fitzgerald Europe

Broker to the Company:

Shore Capital and Corporate Ltd

Media and Public Relations Adviser:

MHP Communications Limited

 

 

Alternative Performance Measures ('APMs')

This Interim Report and Accounts contain APMs, which are financial measures not defined in IFRS. These include certain financial KPIs shown in the table on page 2, certain financial highlights on page 1 and cash income on page 28. The definition of each of these APM measures is shown below. In addition to the APMs, the Interim Report shows portfolio information including debt held by the HoldCos or SPVs.

We assess our performance using a variety of measures that are not specifically defined under IFRS and are therefore termed APMs. The APMs that we use may not be directly comparable with those used by other companies. These APMs are used to present a clearer picture of how the Company has performed over the period and are all financial measures of historical performance.

The table below defines our APMs.

APM

Definition

Purpose

Calculation and (where relevant) reconciliation to IFRS

Asset Management Alpha

The outperformance relative to budget of the portfolio due to active management, excluding the effect of variation in solar irradiation.

A measure of the operating performance of the portfolio.

The difference between (i) the delta of generation vs. budget and (ii) the delta of irradiation vs. budget.

Cash dividend cover - pre-scrip dividends

The ratio of the cash income over the ordinary dividends paid in the period (and, for this purpose, treating all scrip dividends as if they had been paid as cash dividends).

A measure of the cash available to pay dividends.

The cash income (as defined below) less total expenses from the statement of comprehensive income (£32.9m for the period ended 30 September 2019) divided by the pre-scrip dividends paid from the statement of changes in equity (£19.7m for the period ended 30 September 2019).

Cash income

The cash received from the Company's investment portfolio during the year.

A measure of the cash generated from operations.

The reconciliation of cash income to IFRS for the period ended 30 September 2019 is shown below.

Dividend yield

The annual dividend per ordinary share expressed as a percentage of the share price.

A measure of the return to the ordinary shareholders.

For the period ended 30 September 2019, the expected annual dividend for the year to 31 March 2020 (6.87p) divided by the share price as at the period-end (122.0p).

Gearing level

Financial debt of the NESF Group plus the fair value of the preference shares expressed as a percentage of GAV.

A measure of the NESF Group's financial debt and the preference shares relative to GAV.

The ratio of financial debt outstanding at the subsidiaries (£197m as at 30 September 2019) plus the preference shares from the statement of financial position (£198m as at 30 September 2019) divided by GAV (being, as at 30 September 2019, the aggregate of each of the foregoing and the net assets from the condensed statement of financial position of £649m).

Invested capital

The amount deployed into solar PV assets through the HoldCos and SPVs.

A measure of capital deployed to generate investment returns for shareholders.

The valuation of the Company's portfolio (£932m as at 30 September 2019).

NAV per ordinary share

The Company's NAV divided by the number of ordinary shares in issue.

A measure of the value of one ordinary share.

The net assets as shown on the statement of financial position (£649m as at 30 September 2019) divided by the number of ordinary shares in issue as at the calculation date (583.6m as at 30 September 2019).

Ongoing charges ratio

Annualised regular operating costs incurred in the reporting period (excluding costs suffered within HoldCos and SPVs, interest costs, preference share dividends and taxation) calculated as a percentage of the average ordinary NAV in that period.

A measure of ongoing and regular costs relative to the Company's NAV.

The total expenses less the preference share dividends as shown on the statement of comprehensive income (being, for the period ended 30 September 2019, £6.6m and £3.0m respectively) and any non-recurring expenses (£90k for the period ended 30 September 2019), annualised and divided by the average ordinary NAV over the relevant period (being £646m for the period ended 30 September 2019).

Ordinary NAV total return

The increase/(decrease) in the NAV per ordinary share plus the dividends per ordinary share paid in the period.

A measure of the overall financial performance of the Company.

The difference in the NAV per ordinary share at the beginning and end of the period from the statement of financial position (0.3p for the period ended 30 September 2019) plus the dividends per ordinary share paid in the period (3.44p for the period ended 30 September 2019) as a percentage of the opening NAV per ordinary share as shown in the statement of financial position (being 110.9p per ordinary share as at 31 March 2019).

Ordinary shareholder total return

The increase/(decrease) in the ordinary share price plus the dividends per ordinary share paid in the period.

A measure of the performance of the Company's ordinary shares.

The difference in the ordinary share price at the beginning and end of the period plus the dividends per ordinary share paid in the period as a percentage of the share price at the beginning of the period.

Premium/(discount) to NAV

The amount by which the ordinary share price is higher/lower than the NAV per ordinary share, expressed as a percentage of the NAV per ordinary share.

A measure of the performance of the Company's share price relative to the NAV.

The Company's share price as a relative percentage of the NAV per ordinary share.

Reconciliation to financial statements

Cash income reconciliation

£'000

Income per statement of comprehensive income

34,238

Trade and other receivables - management service fee accrual at 1 April 2019

250

Trade and other receivables - management service fee accrual at 30 September 2019

(1,582)

Cash income

32,906

 

 

Glossary

AIC

Association of Investment Companies

APM

Alternative Performance Measure

Asset Management Alpha

The difference between (i) the delta of generation vs. budget and (ii) the delta of irradiation vs. budget

Apollo portfolio

21 plants held within NESH

Cash dividend cover

The ratio of the Company's Cash Income over dividends paid during the financial year.

CBA

Commonwealth Bank of Australia

Company/NESF

NextEnergy Solar Fund Limited

Consultants

Two of the leading energy market consultants

DCF

Discounted Cash Flow

ESG

Environmental, Social and Governance

FCA

Financial Conduct Authority

FiT

Feed-in Tariff

GAV

Gross asset value, being the net asset value of the ordinary shares plus the value of the outstanding preference shares plus the amount of debt outstanding at the subsidiaries

GFSC

Guernsey Financial Services Commission

Group

The Company, HoldCos and SPVs

GWh

Gigawatt hour - a measure of electricity generated per hour

HoldCos

Intermediate holding companies - NESH, NESH II, NESH III, NESH IV, NESH V and NESH VI

IAS

International Accounting Standards

IFRS

International Financial Reporting Standards

Investment Adviser

NextEnergy Capital Limited

Investment Manager

NextEnergy Capital IM Limited

IPEV

International Private Equity and Venture Capital

IPO

Initial Public Offering

IRR

Internal Rate of Return

ISAs

International Standards on Auditing

KPI

Key Performance Indicator

KPMG

KPMG Channel Islands Limited

MIDIS

Macquarie Infrastructure Debt Investment Solutions

MWh

Megawatt hour - a measure of electricity generated per hour

NAB

National Australia Bank

NAV

Net asset value

NAV per share

Net asset value per ordinary share

NAV total return

The actual rate of return from dividends paid and capital gains on NAV per share over a given period of time

NESH

NextEnergy Solar Holding Limited

NESH II

NextEnergy Solar Holding II Limited

NESH III

NextEnergy Solar Holding III Limited

NESH IV

NextEnergy Solar Holding IV Limited

NESH V

NextEnergy Solar Holding V Limited

NESH VI

NextEnergy Solar Holding VI Limited

OCR

Ongoing charges ratio per the AIC website (www.theaic.co.uk)

OECD

Organisation for Economic Co-operation and Development

Official List

The premium segment of the UK Listing Authority's Official List

Ordinary shareholder total return

The actual rate of return from dividends paid and capital gains on share price movements over a given period of time

Ordinary shares

The issued ordinary share capital of the Company

Performance ratio

Actual generation/expected generation when array constructed

POI Law

Protection of Investors (Bailiwick of Guernsey) Law, 1987

PPA

Power purchase agreement

Premium/discount to NAV

The amount by which the Company's ordinary shares trade above or below its NAV

PV

Photovoltaic

PwC CI

PricewaterhouseCoopers CI LLP

Radius portfolio

Five plants held within NESH IV

RCF

Revolving Credit Facilities

RO Scheme

Renewable Obligation Scheme

ROC

Renewable Obligation Certificates

RPI

Retail Price Index

Solis portfolio

Eight plants held within NESH V

SPVs

Special purpose vehicles which hold the Company's investment portfolio of underlying operating assets

Thirteen Kings portfolio

13 plants held in NESH III

TISE

The International Stock Exchange

UK

United Kingdom of Great Britain and Northern Ireland

WACC

Weighted average cost of capital

WiseEnergy

WiseEnergy (Great Britain) Limited and WiseEnergy Italia Srl

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
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