27 February
2025
Bluefield Solar Income Fund
Limited
('Bluefield Solar' or the
'Company')
Interim Report and Unaudited Condensed
Interim Financial Statements
for the six months ended 31 December
2024
Bluefield Solar (LON:BSIF),
the London listed income fund focused on
acquiring and managing renewable energy and storage
assets predominantly in the UK, is pleased to announce its Interim
Report for the six months ended 31 December 2024.
The Interim Report has been submitted to the
National Storage Mechanism and will shortly be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Highlights
As at 31 December 2024 /
30 June 2024
Net Asset Value
(NAV)
£746.5m
£781.6m
|
|
Dividend Target per
Share
8.90pps
8.80pps(actual)
|
NAV per
share
126.03p
129.75p
|
|
|
Six month period to 31 December
2024 / 31 December 2023
|
Underlying
Earnings1
(pre
amortisation of debt)
£40.4m
£43.9m
Underlying Earnings per
share1
(pre
amortisation of debt)
6.83p
7.19p
|
|
Total Shareholder Return in
year2
-6.63%
2.50%
Total Return in
year3
0.52%
0.47%
Total return to Shareholders
since IPO
77.19%
92.79%
|
Underlying Earnings per
share available for distribution1
(post
amortisation of debt)
2.50p
3.57p
|
|
|
|
|
|
Environmental, Social and
Governance (ESG)
ESG
KPI's5
Ø 166,000 tonnes of CO2e
emissions avioded6 (June 2024: 167,800
tonnes)
Ø 297,000 houses to be powered
with renewable energy7 (June 2024:
300,000)
Ø Payments of approximately
£320,000 to community benefit schemes (June 2024:
£287,000)
ESG
Highlights
* The Investment Adviser won an 'Impact on Climate' award in
relation to biodiversity work undertaken at West
Raynham Solar Park.
* A second research project focused upon circular economy and
end-of-life decision making has been commissioned with Lancaster
University.
|
Construction and Development
Pipeline
|
Two
assets under construction in FY2023/24 (Yelvertoft and Mauxhall
Farm with total capacity of 93MW) connected to the electricity
network shortly after 30 June 2024 and are in their first year of
operation.
. 34 MW under
construction
· 731 MW
consented
1.5 GW
· 357 MW in
planning
(722 MW solar, 715 MW battery)
· 365 MW
development
pipeline
Excluding assets in first year of operation
|
|
1. Underlying earnings is an
alternative performance measure employed by the Company to provide
insight to the Shareholders by linking the underlying financial
performance of the operational projects to the dividends declared
and paid by the Company. Further detail is provided
below.
2. Total Shareholder Return is based
on share price movement and dividends paid in the Period. It is
defined in the Alternative Performance Measure appendix.
3. Total Return is based on the NAV
movement and dividends paid in the Period. It is defined in the
Alternative Performance Measure appendix.
4. The previous published figure
based on NAV for December 2023 (110.14%) has been restated to
reflect return on share price basis.
5. Estimated annual figures based on
actual and forecasted generation data for the Period 1 July 2024 -
30 June 2025.
6. Figure based on generation data
aligned with the relevant Government CO2e conversion factor.
Avoided emissions are disclosed on a gross basis, reflecting the
Company's equity share in investments, without allocating avoided
emissions to debt finance providers.
7. Based on Ofgem's Typical Domestic
Consumption Values (TDCV).
Results Summary:
|
Six months ended 31 December
2024
|
Six months ended 31 December
2023
|
Total operating income
|
£2,659,272
|
£5,077,465
|
Total comprehensive income before
tax
|
£1,632,220
|
£3,991,019
|
Total underlying
earnings1
|
£40,443,299
|
£43,936,028
|
Earnings per share (per
below)
|
0.27p
|
0.65p
|
Underlying EPS available for
distribution2
|
2.50p
|
3.57p
|
Underlying EPS brought
forward3
|
3.42p
|
9.53p
|
Total underlying EPS available for
distribution
|
6.39p
|
11.46p
|
1st interim dividend
|
2.20p
|
2.20p
|
NAV per share
|
126.03p
|
135.95p
|
Share price as at 31
December
|
94.2p
|
118.6p
|
Total
return4
|
0.52%
|
0.47%
|
Total Shareholder
Return5
|
-6.63%
|
2.50%
|
Total Shareholder Return since
inception6,7
|
77.19%
|
92.79%
|
Dividends per share paid since
inception
|
82.99p
|
74.19p
|
1. Underlying earnings is an
alternative performance measure employed by the Company to provide
insight to the Shareholders by linking the underlying financial
performance of the operational projects to the dividends declared
and paid by the Company. Further detail is provided
below.
2. Underlying EPS is calculated
using underlying earnings available for distribution divided by the
weighted average number of shares in issue through the
Period.
3. Underlying EPS brought forward is
calculated using the weighted average number of shares in issue
through the Period .
4. Total Return is based on NAV per
share movement and dividends paid in the Period.
5. Total Shareholder Return is based
on share price movement and dividends paid in the
Period.
6. Total Shareholder Return since
inception is based on share price movement and dividends paid since
the IPO.
7. The previous published figure
based on NAV for December 2023 (110.14%) has been restated to
reflect return on share price basis.
John Scott, Chair of Bluefield Solar, said:
"These results mark another period of sound operational
performance. The Company has raised its dividend target,
continuing our record of dividend growth since inception which is
once again expected to be fully covered by cash post debt
amortisation. The Company also energised two of its largest
assets - Yelvertoft (48.4MW) and Mauxhall
(44.5MW) - and work on the extensive and accretive
development pipeline continued within the constraints of being
unable to raise fresh capital.
"As I have reported previously, the discount to which
the Company's shares trade has been a clear focus of the
Board, and strategic measures to add shareholder value have
continued to be executed successfully during the course of the
year. These measures include the completion of Phase Two of
our innovative Strategic Partnership with GLIL Infrastructure in
September 2024 which released c.£70 million to BSIF. The
completion of the Company's £20 million share buyback programme and
the reduction of the Company's Revolving Credit Facility
('RCF') to £133.5 million also represented notable
milestones.
"Despite these achievements, the Company's share price
discount to net asset value, whilst being among the narrowest of
our peers, has continued to widen. Given this situation, the Board
has concluded that it is the right time to explore strategic
initiatives and options including reviewing fee arrangements, to
address the share price discount and to continue to seek to
maximise value for our shareholders.
The Board is committed to reviewing all options available to
the Company and we will look to update shareholders on progress as
appropriate.
James Armstrong, Managing Partner of Bluefield Partners LLP,
said:
"With the equity markets continuing to be shut, the Period
highlights how Bluefield Solar continues to benefit from the
strategic initiatives established by the Investment Adviser over
the past few years: the creation of a development pipeline started
in 2019 has the potential to realise material returns and liquidity
for shareholders if sold and the strategic partnership with GLIL
established in 2023 continues to be a benchmark in the sector in
respect of innovation, alignment and value creation for
shareholders with £91m returned so far, a well-performing
operational portfolio and the joint ambition to create further
value through the development of part of the proprietary pipeline.
The track record is clear, and with the Board, Bluefield Partners
will continue to look at strategic initiatives with the aim of
maximising shareholder value"
Analyst presentation
A virtual meeting for analysts will
be hosted by John Scott, Chair of Bluefield Solar, and James
Armstrong and Neil Wood of Bluefield Partners LLP at 9.30am today,
27 February 2025. For details, please contact Burson Buchanan on
BSIF@buchanan.uk.com.
A copy of the presentation is
available via the Company's website at https://bluefieldsif.com/
and an audio webcast of the presentation will also be made
available after 9.30am today.
For further information:
Bluefield Partners
LLP (Company Investment
Adviser)
James Armstrong / Neil Wood / Giovanni Terranova
|
Tel: +44
(0) 20 7078 0020 www.bluefieldllp.com
|
Deutsche
Numis (Company Broker)
Tod Davis / David Benda / Matt Goss
|
Tel: +44 (0) 20 7260
1000 www.dbnumis.com
|
Ocorian Administration (Guernsey) Limited
(Company Secretary & Administrator)
Chezi Hanford
Bluefield Solar Board
To be contacted via
Ocorian.
|
Tel: +44 (0) 1481 742
742 www.ocorian.com
Tel: +44 (0) 1481 742 742
bluefieldteam@ocorian.com
|
Media enquiries:
Buchanan (PR Adviser)
Henry Harrison-Topham / Henry Wilson
|
Tel: +44 (0) 20 7466
5000 www.buchanancomms.co.uk
BSIF@buchanan.uk.com
|
Notes to Editors
About Bluefield Solar
Bluefield Solar is a London listed
income fund focused primarily on acquiring and managing solar
energy assets. Not less than 75% of the Company's gross assets will
be invested into UK solar assets. The Company can also invest up to
25% of its gross assets into other technologies, such as wind and
storage. Bluefield Solar owns and operates a UK portfolio of 883MW,
comprising 824.6MW of solar and 58.3MW of onshore wind.
Further information can be viewed
at www.bluefieldsif.com
About Bluefield Partners
Bluefield Partners LLP was
established in 2009 and is an investment adviser to companies and
funds investing in renewable energy infrastructure. It has a proven
record in the selection, acquisition and supervision of large-scale
energy assets in the UK and Europe. The team has been
involved in over £6.3 billion renewable funds and/or transactions
in both the UK and Europe, including over £1.9 billion in the UK
since December 2011.
Bluefield Partners LLP has led the
acquisitions of, and currently advises on, over 100 UK based solar
photovoltaic assets that are agriculturally, commercially or
industrially situated. Based in its London office, it is supported
by a dedicated and experienced team of investment, legal and
portfolio executives. Bluefield Partners LLP was appointed
Investment Adviser to Bluefield Solar in June 2013.
Bluefield Solar Income Fund
Limited
Interim Report and
Unaudited Condensed Interim
Financial Statements
FOR THE SIX MONTHS ENDED 31
DECEMBER 2024
Company Registration Number:
56708
General
Information
Board of Directors (all
non-executive)
John Scott (Chair and Chair of
Nomination Committee)
Elizabeth Burne (Chair of Audit
and Risk Committee)
Michael Gibbons CBE (Senior
Independent Director and Chair of Remuneration
Committee)
Meriel Lenfestey (Chair of
Environmental, Social and Governance Committee)
Chris Waldron (Chair of Management
Engagement and Service Providers Committee)
Glen Suarez (appointed 30 October
2024)
Registered Office
PO Box 286
Floor 2, Trafalgar
Court
Les Banques, St Peter
Port
Guernsey, GY1 4LY
Administrator, Company Secretary
and Designated Manager
Ocorian Administration (Guernsey)
Limited
Floor 2, Trafalgar
Court
Les Banques, St Peter
Port
Guernsey, GY1 4LY
Independent Auditor
KPMG Channel Islands
Limited
Glategny Court, Glategny
Esplanade
St Peter Port
Guernsey, GY1 1WR
Registrar
Computershare Investor Services
(Guernsey) Limited
13 Castle Street
St Helier
Jersey, JE1 1ES
Principal Bankers
Royal Bank of Scotland
International Limited
Royal Bank Place
1 Glategny Esplanade
St Peter Port
Guernsey, GY1 4BQ
Investment Adviser
Bluefield Partners LLP
6 New Street Square
London, EC4A 3BF
Sponsor, Broker and Financial
Adviser
Deutsche Numis Securities
Limited
45 Gresham Street
London, EC2V 7BF
Legal Advisers to the
Company
(as to English law)
Norton Rose Fulbright
LLP
3 More London Riverside
London, SE1 2AQ
Legal Advisers to the
Company
(as to Guernsey law)
Carey Olsen
PO Box 98, Carey House
Les Banques, St Peter
Port
Guernsey, GY1 4BZ
Highlights
As at 31 December 2024/30 June
2024
Net Asset Value (NAV)
£746.5m/781.6m
NAV per share
126.03p/129.75p
Dividend Target per
Share
8.90pps/8.80pps
(actual)
Six month period to 31 December
2024/31 December 2023
Underlying
Earnings1
(pre amortisation of
debt)
£40.4m/£43.9m
Underlying Earnings per
Share1
(pre amortisation of
debt)
6.83p/7.19p
Underlying Earnings per share
available for distribution1
(pre amortisation of
debt)
2.50p/3.57p
Total Shareholder
Return2
-6.63%/2.50%
Total Return in
year3
0.52%/0.47%
Total return to Shareholders since
IPO4
77.19%/92.79%
Environmental, Social and
Governance (ESG)
ESG KPIs5
•
166,000 tonnes of CO2 emissions avoided6 (June 2024:
167,800 tonnes)
•
297,000 houses to be powered with renewable energy7
(June 2024: 300,000)
•
Payments of approximately £320,000 to community benefit schemes
(June 2024: £287,000)
ESG Highlights
*The Investment Adviser won
'Impact on Climate' award in relation to biodiversity work
undertaken at West Raynham Solar Park.
*A second research project focused
upon circular economy and end-of-life decision making has been
commissioned with Lancaster University
Construction and Development Pipeline
|
The two assets under construction in
FY2023/24 (Yelvertoft and Mauxhall Farm with total capacity of
93MW) connected to the electricity network shortly after30 June
2024 and are in their first year of operation.
|
· 34 MW under
construction
|
|
|
· 731 MW
consented
|
|
1.5 GW
|
· 357 MW in
planning
|
|
(772 MW Solar, 715 MW
battery)
|
· 365 MW
development pipeline
|
|
(Excluding assets in first year of
operation)
|
1. Underlying earnings is an
alternative performance measure employed by the Company to provide
insight to the Shareholders by linking the underlying financial
performance of the operational projects to the dividends declared
and paid by the Company. Further detail is provided on page
23.
2. Total Shareholder Return
is based on share price movement and dividends paid in the Period.
It is defined in the Alternative Performance Measure
appendix.
3. Total Return is based on the
NAV movement and dividends paid in the Period. It is defined
in the Alternative Performance Measure appendix.
4. The previous published figure
based on NAV for December 2023 (110.14%) has been restated to
reflect return on share price basis.
5.Estimated annual figures based
on actual and forecasted generation data for the Period 1 July 2024
- 30 June 2025.
6.Figure based on generation data
aligned with the relevant Government CO2e conversion factor.
Avoided emissions are disclosed on a gross basis, reflecting the
Company's equity share in investments, without allocating avoided
emissions to debt finance providers.
7.Based on Ofgem's Typical
Domestic Consumption Values (TDCV)
Results Summary
|
Six
months ended
31
December 2024
|
Six
months ended 31 December 2023
|
Total operating income
|
£2,659,272
|
£5,077,465
|
Total comprehensive income before
tax
|
£1,632,220
|
£3,991,019
|
Total underlying
earnings1
|
£40,443,299
|
£43,936,028
|
Earnings per share (per page
58)
|
0.27p
|
0.65p
|
Underlying EPS available for
distribution2
|
2.50p
|
3.57p
|
Underlying EPS brought
forward3
|
3.42p
|
9.53p
|
Total underlying EPS available for
distribution
|
6.39p
|
11.46p
|
1st interim
dividend
|
2.20p
|
2.20p
|
NAV per share
|
126.03p
|
135.95p
|
Share Price as at 31
December
|
94.2p
|
118.6p
|
Total
Return4
|
0.52%
|
0.47%
|
Total Shareholder
Return5
|
-6.63%
|
2.50%
|
Total Shareholder Return since
inception6,7
|
77.19%
|
92.79%
|
Dividends per share paid since
inception
|
82.99p
|
74.19p
|
1. Underlying earnings is an
alternative performance measure employed by the Company to provide
insight to the Shareholders by linking the underlying financial
performance of the operational projects to the dividends declared
and paid by the Company. Further detail is provided on page
23.
2. Underlying EPS is
calculated using underlying earnings available for distribution
divided by the weighted average number of shares in issue through
the Period.
3. Underlying EPS brought
forward is calculated using the weighted average number of shares
in issue through the Period
4. Total Return is based on
NAV per share movement and dividends paid in the Period.
5. Total Shareholder Return
is based on share price movement and dividends paid in the
Period.
6. Total Shareholder Return since
inception is based on share price movement and dividends paid since
the IPO.
7. The previous published figure
based on NAV for December 2023 (110.14%) has been restated to
reflect return on share price basis.
Corporate Summary
Investment objective
The investment objective of the
Company is to provide Shareholders with an attractive return,
principally in the form of regular income distributions, by being
invested primarily in solar energy assets located in the UK. The
Company also invests a minority of its capital into other renewable
assets including wind and energy storage.
Structure
The Company is a non-cellular
company limited by shares incorporated in Guernsey under the Law on
29 May 2013. The Company's registration number is 56708, and it is
regulated by the GFSC as a registered closed-ended collective
investment scheme and as a Green Fund after successful application
under the Guernsey Green Fund Rules to the GFSC on 16 April 2019.
The Company's Ordinary Shares were admitted to the Premium Segment
of the Official List and to trading on the Main Market of the LSE
following its IPO on 12 July 2013. On 29 July 2024, the UK Listing
Rules were updated and as a result, the Company is now a member of
the Equity Shares in Commercial Companies ("ESCC") category. The
issued capital during the Period comprises the Company's Ordinary
Shares denominated in Sterling.
The Company makes its investments
via its wholly owned subsidiary (Bluefield Renewables 1 Limited)
and has the ability to use long term and short term debt at the
holding company level, as well as having long term, non-recourse
debt at the SPV level.
Investment Adviser
The Investment Adviser to the
Company during the year was Bluefield Partners LLP which is
authorised and regulated by the UK FCA under the number
507508.
In May 2015, Bluefield Services
Limited (BSL), a company with the same ownership as the Investment
Adviser, commenced providing asset management services to the
investment SPVs held by the Company's wholly owned UK subsidiary,
Bluefield Renewables 1 Limited (BR1).
In August 2017 Bluefield
Operations Limited (BOL), a company with the same ownership as the
Investment Adviser, commenced providing operation and maintenance
services to the Company and provides services to approximately 80%
of the capacity of the wholly owned investment portfolio held by
the Company as at Period end.
In December 2020, Bluefield
Renewable Developments Limited (BRD), a company with the same
ownership as the Investment Adviser, commenced providing BSIF with
new build development opportunities in addition to arrangements in
place with the Company's other development partners.
In October 2023, Bluefield
Construction Management Limited (BCM), a company with the same
ownership as the Investment Adviser, commenced providing BSIF with
construction management services on its new build
portfolio.
Please refer to page 14 for the
details of Company's corporate structure.
Chair's Statement
Introduction
The six months to 31 December 2024
("H1 24/25", or the "Period") have seen an exacerbation of the
challenges to which I have referred in my recent communications
with shareholders. While our underlying business remains
sound and well able to support the rising dividends which we have
been paying to shareholders, our share price has continued to
weaken, with the discount to net asset value ("NAV") widening. The
phenomenon of the discount commenced for us in autumn 2022 when
sterling interest rates rose significantly, but it is distressing
that the discount has continued to widen during a period when
interest rates have been falling, albeit modestly. It is little
comfort to your Board that others in our sector are suffering in
the same way and that, compared with our immediate competitors, our
discount has been the "least bad". We recognise it is too high and
that something needs to change.
There is a disconnect between the
way in which the public markets price our business and your Board's
view of the value of our assets. We re-examine and publish
the Directors' estimates of BSIF's NAV on a quarterly basis and the
result reflects a rigid evaluation of our own operating
assumptions, including such points as power prices, discount and
interest rates, inflation and operating costs. The results which
emerge are consistent with the prices we see being paid for solar
assets in the secondary market; in some cases, Bluefield has been a
significant seller of solar farms, so we are very familiar with
this environment.
It has become clear to your Board
that the disconnect referred to above, which has been blighting
most of the closed ended fund sector for over two years, is not a
temporary phenomenon which patience alone will cure. Action is
needed and we owe it to our shareholders to examine all options
which might lead an improvement in shareholder value. To this end,
we have undertaken and continue to engage in shareholder meetings
and in the new year, supported by Rothschild & Co, conducted a
Perception Study with many of the larger shareholders, to assess
their views and reflect on the way forward. Perhaps unsurprisingly,
there was a spectrum of views; while a number of shareholders seem
content with the Company's current business model, others expressed
deep dissatisfaction with the quoted renewable sector as a whole
and are advocates of a range of initiatives to enable the return of
money to shareholders.
As a result of the consultation,
the Board has concluded that it is the right time to explore
strategic initiatives to address the share price discount and to
continue to seek to maximise value for our shareholders. The Board
is committed to reviewing all options available to the Company and
we will look to update shareholders on progress as
appropriate.
Highlights of the
Period
While much more detail is to be
found in the Investment Adviser's section, I am happy to report
that the Company has recorded a respectable performance in the past
six months, some of the highlights of this Period being summarised
below:
· The
Company's partnership with GLIL Infrastructure has continued to
develop along the lines of the Memorandum of Understanding ('MOU')
signed last year. This included the completion of Phase Two of our
Strategic Partnership, announced in September 2024, which released
£70 million to BSIF;
· In
July 2024 BSIF energised and connected two of its largest solar PV
facilities, being Yelvertoft (48.4MW) and Mauxhall
(44.5MW);
· Work
on the Company's 1.5GW development pipeline continued, within the
constraints of our current inability to raise sufficient fresh
capital;
· From
the perspective of our core business, which is to generate
electricity from solar and wind energy, the Period experienced, on
average, less irradiation (12.3% below forecasts) and lower wind
speeds than expected;
· The
Group's outstanding balance on its revolving credit facility
('RCF') reduced, resulting in a loan balance of £133.5 million as
at 31 December 2024;
· The
NAV per share decreased slightly, to 126.03pps as at 31 December
2024 (30 June 2024: 129.75pps);
· BSIF's closing share price on 31 December 2024 was 94.2pps,
representing a discount of 25% to NAV. Since Period end, the share
price weakened further, the low point being 81.3pps on 6 February
2025. The share price on 30 June 2024 was 105.6pps;
· The
dividend target for FY24/25 has been set at not less than 8.90pps,
up from the 8.80pps dividends paid in respect of FY
23/24;
· Consistent with that target, a first interim dividend for
FY24/25 of 2.20pps was declared on 28 January 2025;
· Following the end of the Period, refinancing of the Strategic
Partnership portfolio was completed with a consortium of lenders,
replacing index linked debt from M&G with c. £297m of fixed
rate debt from Blackstone (£149m), KfW (£74m) and Caixa bank
(£74m), maturing in December 2035.
At the end of 2024, the Group's
total outstanding debt stood at £566 million, and its leverage was
43% (31 December 2023: £577 million, leverage 41%).
Power Prices
The Company's PPA sales strategy
is as per earlier years; power sales prices are fixed for between
12 and 36 months ahead, and BSIF went into 2025 with more than 68%
of its merchant revenue fixed. The Board is confident that, post
debt amortisation, it will again be paying a dividend which is
fully covered by cash for the current financial years.
Investment Advisory
fees
The Board is currently in
discussions with the Investment Adviser regarding the level and
basis of calculation of the management fees paid to Bluefield
Partners, with a view to implementing any changes with effect from
our next financial year, which commences on 1 July 2025. The Board
notes that BSIF's management fee, which is linked to NAV, has
historically been the lowest in the sector, but at the same time
recognises the trend to link a portion of fees to market
capitalisation.
The Board
The process of refreshing the BSIF
Board continues. Following an exercise conducted by an executive
search firm, the Board was pleased to appoint Glen Suarez as a non-
executive Director and he joined the BSIF Board on 30 October 2024.
Glen, who is a resident of Monaco, has many years' experience of
capital markets, closed ended funds and energy
businesses.
Share Buyback Programme/ Capital
allocation
The capital allocation policy of
the Company undergoes regular review, evaluating the relative
merits of further investment (into both new and existing assets),
the management of debt and returning value to shareholders by share
repurchases or payment of dividends. In the Period, we have
allocated capital to all three areas.
The Company continued its share
buyback programme through the Period in response to the weakness in
the Company's share price and the steep discount that the share
price represents to the value of the Company's assets. The Company
made an initial allocation of £20 million for buybacks. Shares
repurchased are being held in treasury.
As at 31 December 2024, a total of
19,133,000 shares, representing 3.17% of the Company's issued
shares, had been bought back, at a total cost of £19,782,655,
leading to an accretion of value to continuing shareholders of
0.8pps. Of this number, 10.1 million shares were repurchased during
the Period. Since Period end, a further 239,184 shares have been
purchased, completing the £20 million buyback programme.
Dividends
On January 28, the Board declared
the first of its four interim dividends for the current financial
year. The 2.20pps distribution was unchanged from that paid
for the first interim dividend in FY 2023/24, but we have set a
total dividend target for the year of not less than 8.90pps
(2023/24: 8.80pps). This level of distribution is expected to
be paid from current cash generation and to be well covered by
current earnings. We have taken the opportunity in this interim
report to provide more detail on the cash position of BSIF and its
subsidiaries.
Conclusion
At an operational level, BSIF's
business remains sound and even though electricity prices have
retreated from the remarkable levels seen when the Ukraine crisis
was at its height, the latest predictions from the three firms of
forecasters we employ indicate a robust pricing environment, one in
which we can generate the financial returns we seek. Added to that,
it is helpful to have a new Government which is clear in its
intention to foster the continued expansion of the renewable energy
sector. In calendar year 2024, the proportion of UK electricity
generation accounted for by renewable sources rose to 50%, with
solar accounting for 8% (2023: 44% and 7%, respectively). This
trend is set to continue, as indeed it must if the UK is to have
any hope of meeting its 2030 climate goals.
For these and other reasons, I
look to BSIF's operational future with optimism. We now have twelve
years of experience, our Investment Adviser (Bluefield Partners)
has built a large and highly professional team in London and
Bristol, we have a strong pipeline of solar and battery storage
projects and our operating record has been consistently strong.
Furthermore, from inception we have a history of growing our
dividend.
Nonetheless, given our lacklustre
share price the Board is committed to exploring strategic
initiatives to address the share price discount and to continue to
seek to maximise value for our shareholders. While we pursue
these initiatives, I ask shareholders to await
developments.
John Scott
Chair
26 February 2025
Report of the Investment
Adviser
Introduction from the Managing
Partner of the Investment Adviser
The Company is reporting its 12th
set of Interim statements and whilst the financial performance of
the Company continues to deliver on the strategy launched at IPO in
July 2013; being payment of a fully covered market leading level of
dividends to shareholders, the wider capital market environment has
changed materially.
Share prices across the listed
renewables Investment Trusts first fell below NAVs in Q3 of 2022,
triggered initially by the disastrous 'mini-budget' of the short
lived premiership of Liz Truss and then remained subdued by the
impact of the Bank of England successively increasing the base rate
to a peak of 5.25% in August 2023.
The rapid change in interest rates
has inevitably impacted transaction activity compared to the Period
pre 2022 and despite the two largest solar portfolio transactions
ever in the UK occurring in the past 12 months; together totalling
over 750MWp, at a combined Gross Asset Value in excess of £1.2bn
and in line with listed trust valuations as well as the Company
selling 112MWp of assets in line with the June 2024 NAV, it is
clear wider interest in operational only portfolios is now less
than portfolios which have significant opportunity for growth
through proprietary development pipelines.
However, with base rates now 75bps
lower than their peak and predicted to continue on a downward
trajectory for 2025, the widening of the discount between NAV and
share price to over 30% represents a position that is detached from
the fundamentals of the Company and its ability to continue to meet
its strategic objective of delivering high levels of income to
shareholders.
As addressed by the Chair, this
has led Bluefield Partners and the Board to explore strategic
initiatives to address the share price discount to NAV and to seek
to maximise value for shareholders.
Whilst the Company cannot control
the behaviour of the equity markets, it is highly pleasing to be
able to provide positive updates on initiatives launched to
directly address the Company's ability to recycle capital, prove
value and reduce short-term borrowing;
1. Phases One & Two of the
Strategic Partnership with GLIL: Announced in December 2023, the
strategic partnership with GLIL, has resulted in cash generation to
BSIF of £91m. This is the result of c£70m being generated from the
sale (in line with 30 June 2024 NAV) of a 50% interest in a 112MW
PV portfolio owned by BSIF and c£21m from improvement in the
capital structure of the Joint venture entity, through a
re-financing of £214m of index linked debt into £297m of fully
amortising fixed debt in January 2025. A repayment of £50m of the
Company's RCF was made following the sale and further repayments
are envisaged.
2. Phase Three of the Strategic
Partnership with GLIL: Currently in process and is the sale by BSIF
of circa 10% of its proprietary development pipeline to the Joint
venture entity, enabling GLIL and Bluefield Solar to collectively
support construction of the assets over the next two to three
years.
3. Sale of development assets: The
Company's portfolio of development assets is a highly valuable
differentiator from a standard asset holding company. Management of
this pipeline is crucial and a completed sale in Q4 2024 of a 55MW
PV/18MW BESS project, raising net proceeds of c£3m (equivalent to
6x the original investment) is being followed by the sale of a
portfolio of c370MW (PV and co-located BESS).
4. Share buyback Programme: In
February 2024 the Board announced a share buyback programme of £20m
in response to requests from a number of shareholders. Since the
announcement, the Company repurchased 19.8 million shares to 31
December 2024, providing +0.8pps of NAV accretion to shareholders.
As at 9 January 2025 this programme had been completed, with the
Board continuing to evaluate the merits of a further
programme.
The disconnection of the equity
markets is now shining a spotlight on the driver behind the success
of the various strategic initiatives; put simply a unique platform
of operational and development assets intrinsically connected to
the activities of the Investment Adviser and the five core tenets
established at IPO and applied rigorously since
then:
1. Capital Structure: continued
focus on prudent use of leverage and in the near term a gradual
reduction in RCF drawings, with long term financings secured at
attractive rates on a fixed interest basis (a current average cost
of debt of c.3.8% on £455m of long-term borrowings),
2. Power Sales Strategy: striking
Power Price Agreements at the short end of the power curve (6-30
months), through competitive tender processes, enabling it to
maximise value for shareholders from the most liquid part of the
power market.
3. Active Management: continuing
to provide a dedicated workforce of 130 within Bluefield Partners
and Bluefield Services, providing an end to end service, offering
from development through construction to operation and long term
management, all with ESG embedded across each function.
4. Proprietary Pipeline:
constantly applying the DNA of the business around accessing
primary opportunities (as highlighted by the c1.5GW solar and
storage proprietary pipeline the Investment Adviser has built up
exclusively for BSIF) to provide a platform for continued growth or
value accretive sales.
5. Capital Discipline: Since
listing in 2013, a judicious approach to deployment of capital has
been paramount as periods of significant investment activity have
been combined with periods of restraint. This approach was at the
forefront of the structuring of the Strategic Partnership with
GLIL.
Bluefield Partners remain in no
doubt that the Group, in tandem with the expertise of the
Investment Adviser and its wider service offering, remains well
positioned for both future growth and continued success. However,
considering the equity market's view on the current valuation of
the Company, Bluefield Partners and the Board are committed to
exploring strategic initiatives, addressing the share price
discount to NAV and to seek to maximise value for
shareholders.
James Armstrong
Managing Partner, Bluefield
Partners LLP
1. About Bluefield Partners LLP
('Bluefield')
Bluefield was established in 2009
and is an investment adviser to companies and funds investing in
renewable energy infrastructure. Our team has a proven record in
the selection, acquisition and supervision of large scale energy
and infrastructure assets in the UK and Europe. The Bluefield team
has been involved in over £6.3 billion renewable funds and/or
transactions in both the UK and Europe, including over £1.9 billion
in the UK since December
2011.
Bluefield was appointed Investment
Adviser to the Company in June 2013. Based in its London office,
Bluefield's partners are supported by a dedicated and highly
experienced team of investment, operations, finance, legal and
portfolio executives. As Investment Adviser, Bluefield takes
responsibility for selection, origination and execution of
investment opportunities for the Company, having executed over 200
individual SPV acquisitions on behalf of BSIF and European
vehicles.
2. Structure
The Company's corporate structure
is summarised below:
[image: corporate
structure]
3. Portfolio: Acquisitions,
Performance and Value Enhancement
Portfolio Overview
As at 31 December 2024, the
Company owned an operational solar portfolio of 120 photovoltaic
("PV") plants (consisting of 78 large scale sites, 39 micro sites
and 3 roof top sites), 6 wind farms and 109 small scale UK onshore
wind turbines, all 100% owned by the Company, with a total capacity
of 793.2MW (30 June 2024: 812.6MW). During the Period the Phase Two
of the strategic partnership with GLIL was completed, being the
sale of a 50% stake in a c112MW portfolio of UK solar assets owned
by BSIF and solar PV assets, Yelvertoft (48.4MW) and Mauxhall
(44.5MW) became fully operational.
Following the Phase Two
transaction, the Company now has a 25% stake (30 June 2024: 9%) in
a 358.7MW (30 June 2024: 246.6MW) joint venture portfolio of UK
solar assets in partnership with GLIL Infrastructure.
The total portfolio capacity,
comprising both the 100% owned portfolio and the joint venture
partnership, was 882.9MW as at 31 December 2024, composed of
824.6MW of solar and 58.3MW of onshore wind.
During the Period, the combined
solar and wind portfolio, on the 100% owned assets, generated an
aggregated total of 319.2GWh (31 December 2023: 376.1GWh),
representing a generation yield of 455.78MWh/MW (31 December 2023:
462.8MWh/MW).
Investment Approach, Acquisitions,
and Divestments in the year
The Company has taken a
disciplined approach to the deployment of capital since listing,
investing only when there are projects of suitable quality at
attractive returns to complement the existing portfolio. Rigorous
adherence to restrained capital deployment inevitably means there
can be periods where acquisition activity falls, even when sector
activity appears in contrast, but this controlled approach is
beneficial in driving long term, sustainable growth for
Shareholders, as evidenced by the Company's record of sector
leading returns since listing over a decade ago.
Portfolio Performance and
Optimisation
Solar PV Performance - Wholly
owned portfolio excluding Yelvertoft and Mauxhall
In the Period, irradiation levels
were 12.3% lower than the Company's forecasts and 1.32% lower than
the Prior Year, whilst generation at 251.2GWh, was 7.3% lower than
forecast. During the Period, generation yield was 391MWh per MW of
installed capacity, 0.35% above the same Period recorded in the
Prior Year.
Table 1. Summary of Solar
Portfolio Performance for H1 2024/25:
|
H1
|
H1
|
Delta
to
|
H1
|
Delta
24/25 to
|
|
2024/25
|
2024/25
|
Forecast (%
|
2023/24
|
23/24
Actual (%
|
|
Actual
|
Forecast
|
change)
|
Actual
|
change)
|
Portfolio Total Installed
|
642
|
-
|
-
|
754
|
-14.87%
|
Capacity (MW)
|
Weighted Average
|
516
|
588
|
-12.27%
|
523
|
-1.32%
|
Irradiation
(Wh/m2)1,2
|
Total Generation
(MWh)4
|
251,201
|
271,048
|
-7.32%
|
294,048
|
-14.57%
|
Generation Yield
|
391
|
422
|
-7.32%
|
390
|
0.35%
|
(MWh/MW)
|
Average Total Power Price
|
230
|
221
|
3.82%
|
261
|
-12.15%
|
(£/MWh)3
|
Total Revenue (Incl. ROC Recycle
& LD's) £'000
|
57,700
|
59,990
|
-3.8%
|
76,884
|
-25.0%
|
Total Revenue £'000/MW
|
90
|
93
|
-3.8%
|
102
|
-11.8%
|
Notes
1. Periods
of irradiation where irradiance exceeds the minimum level required
for generation to occur (50W/m2)
2.
Excluding grid outages and significant periods of constraint or
curtailment that were outside the Company's control (for example,
DNO-led outages and curtailments)
3. Average
Total Unit Price includes all income associated with the sale of
power, all subsidy payments, liquidated damages and insurance
claims amounts. ROC recycle revenue is included assuming a 10%
recycle rate for both actual and forecast revenue
4.
Excludes the strategic partnership with GLIL and assets connected
during the Period; Yelvertoft and Mauxhall.
Total revenue for the Period was
£57.7 million, 3.8% lower than forecast. Although revenue was below
forecast, the Average Total Power Price was 3.8% above forecast at
£230/MWh but 12.1% lower per MWh than the same Period in the Prior
Year as historically high PPA agreements which commenced from 2022
onwards come to an end.
Solar PV Optimisation &
Enhancement Activity
The Investment Adviser is taking
proactive steps to mitigate risks to both the short-term and
long-term operational performance of the portfolio. This is
achieved through a rolling data-led capital investment programme to
proactively address key risks to operational
performance.
Large central inverter and HV
equipment revamping projects commenced during the Period, with all
of the projects due to be completed prior to Spring 2025. These
projects are expected to further de-risk the portfolio and improve
portfolio performance both short and long term.
As at 31 December 2024, 392MW of
the PV portfolio (being 61% of the solar PV portfolio) have leases
that allow for terms beyond 30 years. The Investment Adviser
continues to pursue lease extensions on the remaining assets in the
portfolio.
GLIL Partnership
Portfolio
Further to the successful
completion of Phase Two of the strategic partnership with GLIL, the
total UK operational solar portfolio capacity increased to 358.7MW.
During the Period, the portfolio's generation was 7.3% below
forecast due to lower than expected irradiation (7.4% below
forecast).
Onshore Wind
Performance
As at 31 December 2024, the
Company held an operational onshore wind portfolio of 135
installations, comprising 109 small scale turbines (55-250kW) and
26 larger turbines (850kW-2,300kW), with an aggregated capacity
58.3MW.
During H1, the wind portfolio
generated 68 GWh, 14% below forecast. This was largely due to lower
than expected winds, combined with the several major component
failures resulting in extended downtimes across the
portfolio.
Total revenue during the Period
was £13.3 million (Prior Year: £15.1 million), with an average
revenue per MWh of £195. Revenues achieved were 9% below forecast,
despite the average revenue per MWh being 5.8% above
forecast.
Table 2. Aggregated Wind
Portfolio Performance for the Year
|
H1
2024/24 Actual
|
H1
2024/25 Forecast
|
Delta
to Forecast (% change)
|
H1
|
Delta
24/25 to
|
2023/24
|
23/24
Actual (%
|
Actual
|
change)
|
Portfolio Total Installed Capacity
(MW)
|
58.3
|
n/a
|
n/a
|
58.3
|
0.00%
|
Total Generation (MWh)
|
67,993
|
79,115
|
-14.06%
|
82,008
|
-17.09%
|
Generation Yield (MWh/MW)
|
1,166
|
1,357
|
-14.06%
|
1,405
|
-17.00%
|
Average Total Unit Price
(£/MWh)1
|
195
|
185
|
5.84%
|
184
|
5.93%
|
Total Revenue (£,000)
|
13,281
|
14,601
|
-9.04%
|
15,122
|
-12.17%
|
Notes
1. Average
Total Unit Price includes all income associated with the sale of
power, all subsidy payments, liquidated damages and insurance
claims amounts. ROC recycle revenue is included assuming a 10%
recycle rate for both actual and forecast revenue
Onshore Wind Optimisation &
Enhancement Activity
In Northern Ireland, 17 of the 29
small-scale turbines were identified for repowering with
replacement EWT 250kW turbines. This will increase both efficiency
and output, whilst maintaining their respective NIRO accreditation
status.
As at 31 December 2024 14 turbines
have been repowered and returned to operation, with the remaining
three turbines having received planning approval for repowering,
with a new 25-year term.
General Portfolio
OFGEM Audits
As part of the industry-wide
audits of FiT and RO-accredited generating assets, the Asset
Manager has been working closely with the regulator on certain
assets that have been selected, at random, for audit. All closed
OFGEM audits have had relevant enquiries satisfied, with the
respective assets' accreditation being maintained. The Asset
Manager is working closely with OFGEM to close enquiries on the
remaining open audits.
Health & Safety Activities
& Cyber Security
Please refer to the Environmental,
Social and Governance report for further information on health
& safety activities and cyber security.
4.
Power Purchase Agreements
The Company actively monitors
power market conditions, ensuring that contract renewals are spread
evenly through any 12-month Period, with competitive tender
processes on both fixed and floating price options run for PPA
renewals in the 3 months prior to the commencement of a new fixing
period.
Flexibility within the Company's
capital structure enables PPA counterparties to be selected on a
competitive basis and not influenced by lenders requiring long-term
contracts with one offtaker. This means the programme of
achieving value and diversification from contracting with multiple
counterparties (which in turn reduces offtaker risk) is executed
for the benefit of Shareholders.
As at 31 December 2024, the
average contractual term of the fixed-price PPAs across the
portfolio is c.26 months without adjusting for capacity (Prior
Year: 27.8 months). On a capacity weighted basis, the Company has a
price confidence level of 68% at 31 December 2024 and 49% at 30
June 2025, representing the percentage of the Company's portfolio
that already has fixed prices in place and thus no exposure to
power market fluctuations. Looking ahead, the strategy has also
secured power fixes, and thus revenue certainty, at levels that are
in excess of the latest forecaster expectations.
Table 3. PPA Fixed Power Prices
(average for fixes completed vs blended average forecaster
prices)
Metric
|
Jan-25
|
Jul-25
|
Jan-26
|
Jul-26
|
BSIF Portfolio Weighted Average
Contract Price (£/MWh)
|
122.0
|
115.3
|
112.8
|
45.5
|
Capacity with Fixed PPA
price
|
538MW
|
279MW
|
93MW
|
8MW
|
% of BSIF total capacity under PPA
Fixed Power Price contract
|
68%
|
49%
|
14%
|
<10%
|
Blended Average of forecasters
nominal terms power prices per 31 December 2024 valuation
(£/MWh)
|
71.8
|
71.8
|
67.5
|
67.5
|
Footnote: data excludes assets
which are part of the Strategic Partnership with GLIL; values shown
are as at the beginning of the month
The Investment Adviser believes
its PPA policy is the best strategy for Shareholders, who are
looking for stable revenues and forecastable, sustainable dividends
with high visibility of revenues on a rolling multiyear
basis.
5. Proprietary Pipeline
Over the past five years, the
Company has continued to implement its new build strategy across
the solar value chain to ensure that the Company continues to build
its market share amongst UK solar power producers, with the Company
signing co-development agreements to fund new sites. The Company
also expanded its strategy to battery storage, which will enable
the diversification of the Company's revenues and allow us to
monetise the expected increases in volatility of power prices in
the future.
This focus on development
activities has enabled the Company to identify a significant
pipeline of assets which can be built over the next five years. As
these projects progress, the Company is working with selected
construction contractors to ensure that projects are designed and
built to a high specification for long term performance.
The new build strategy has
delivered well on its objectives thus far; the first two
developments to enter the construction phase (Yelvertoft and
Mauxhall Farm) connected to the electricity network shortly after
30 June 2024 and the development pipeline now stands at over 1.5GW.
Nine sites have achieved CfDs across AR4, AR5 and AR6, representing
potentially over 450MW of installed capacity.
The following sections provide a
more detailed update on both our construction and development
programmes.
Construction Programme
As at 31 December 2024, 93MW of
projects are in the first year of operations, have passed
provisional acceptance tests and performance will be monitored
closely to ensure it is in-line with the contracts. These projects
are Yelvertoft Solar Farm (a 49MW solar PV park in
Northamptonshire) and Mauxhall Farm Energy Park (a 44MW solar PV
project in North East Lincolnshire).
Mauxhall Farm is planned to be a
co-located project and construction of a 25MW battery energy
storage scheme is expected to commence this year after the EPC
contract was signed in December 2024. 9MW of solar (Romsey X solar
farm, accredited under AR4) is under construction and is expected
to be energised towards the end of Q1 2025.
As at the end of the Period, the
Company had a pipeline of future solar assets with a capacity of
541MW and battery storage assets with 190MW capacity that are fully
consented and are in pre-construction. The projects have connection
dates between 2025 and 2030.
Of these, the Company is actively
exploring EPC contracts for three projects (c. 115MW capacity in
total), which have CfDs under AR4 and AR5. EPC agreements for the
Company's new build projects are expected to be fixed price
contracts comparable to Yelvertoft and Mauxhall Farm and will
require contractors to provide full procurement activity and to
supply all materials. The Investment Adviser completes a full
assessment of each contractor's procurement and supply chain
management processes to ensure compliance with the Company's ESG
policies and standards.
Development Programme
The Investment Adviser has been
pursuing its development strategy since 2019 to enable the Company
to continue to be a key player in the UK renewable energy market.
Since this time, a portfolio of over 1GW of solar and 1.5GW of
batteries has been funded across 31 projects. The Company has an
investment limit in pre-construction development stage activities,
restricted to 5% of gross assets; less than 3% is currently
committed.
Currently, no value is attributed
to projects without planning consent. Once developments receive
planning consent and move from the development stage to
pre-construction, the Investment Adviser believes it is appropriate
to reflect this change in the Company's valuation. At this point in
their lifecycle, the projects will have received all the necessary
planning consents, land rights and valid grid connection offers and
so have discernible value beyond the direct costs of
development.
The current pipeline status and
valuation is summarised in the graphic below. Post-Period end,
three projects have received planning consent, with a cumulative
capacity of 42MW solar and 140MW battery storage. We are also
exploring the opportunity to extend an existing project in our
pipeline with the addition of 100MW solar and 800MW battery as we
believe it is located in a strategic position on the electricity
network.
Current pipeline status and
valuation at 31 December 2024
[graph images]
6. Analysis of underlying
earnings
The total generation and revenue
earned in the Period by the Company's portfolio, split by subsidy
regime, is outlined below:
Subsidy
Regime
|
Generation
(MWh)
|
PPA Revenue
(£m)
|
Regulated Revenue
(£m)
|
FiT
|
26,689
|
2.3
|
6.2
|
4
ROC
|
9,314
|
0.9
|
2.7
|
2.0
ROC
|
9,298
|
0.7
|
1.4
|
1.6
ROC
|
48,014
|
5.0
|
5.9
|
1.4
ROC
|
127,381
|
16.3
|
13.8
|
1.3
ROC
|
15,386
|
1.4
|
1.5
|
1.2
ROC
|
30,343
|
4.4
|
2.9
|
1
ROC
|
18,866
|
1.2
|
1.4
|
0.9
ROC
|
33,902
|
3.0
|
2.3
|
Subsidy
- free
|
15,629
|
1.2
|
0.0
|
Total
|
334,822
|
36.5
|
38.3
|
The Company includes ROC recycle
assumptions within its long term forecasts and applies a market
based approach on recognition within any current financial year,
including prudent estimates within its accounts where there is
clear evidence that participants are attaching value to ROC recycle
for the Period.
The key driver behind the changes
in Underlying Earnings from the Prior Period is the effect of lower
PPA price and generation, offset by disposals in the
Period.
Underlying Portfolio
Earnings
|
Half
year Period to
31 Dec
24
(£m)
|
Half
year Period to
31 Dec
23
(£m)
|
Full
year to
30 June
24
(£m)
|
Full
year to
30 June
23
(£m)
|
Portfolio Revenue
|
74.8
|
91.6
|
183.8
|
184.4
|
Liquidated damages and Other
Revenue1
|
1.0
|
3.7
|
12.6
|
5.4
|
Earnings from JV
|
7.9
|
0.0
|
0.0
|
0.0
|
Portfolio Income
|
83.7
|
95.3
|
196.4
|
189.8
|
Portfolio Operating
Costs
|
-22.6
|
-21.2
|
-38.2
|
-36.3
|
Fund Operating
Costs2,3
|
-4.6
|
-4.5
|
-8.6
|
-8.7
|
Total Operating Profit (EBITDA)
|
56.5
|
69.6
|
149.6
|
144.8
|
Project Finance Interest
Costs
|
-6.6
|
-6.3
|
-12.7
|
-13.6
|
Group Corporation Tax
|
-3.1
|
-2.8
|
-13.9
|
-7.0
|
Electricity Generators
Levy
|
-0.8
|
-10.5
|
-16.2
|
-9.7
|
Group Debt
Costs4
|
-5.6
|
-6.1
|
-12.2
|
-6.1
|
Underlying Earnings
|
40.4
|
43.9
|
94.6
|
108.4
|
Group Debt Repayments
|
-25.6
|
-22.1
|
-30.1
|
-18.3
|
Underlying Earnings available for
distribution
|
14.8
|
21.8
|
64.5
|
90.1
|
|
|
|
|
|
Brought forward reserves
|
20.3
|
58.4
|
58.4
|
20.9
|
Earnings from Disposals
|
71.4
|
0.0
|
0.0
|
0.0
|
Repayment of RCF
|
-50.5
|
-10.0
|
-10.0
|
0.0
|
Share Buybacks
|
-10.4
|
0.0
|
-9.4
|
0.0
|
New and Portfolio
Investment
|
-7.7
|
0.0
|
-30.1
|
0.0
|
Total funds available for distribution
|
37.9
|
70.2
|
73.4
|
111.0
|
Target distribution
|
N/A
|
N/A
|
53.1
|
51.4
|
|
|
|
|
|
Declared5/Actual Distribution
|
13.0
|
13.5
|
53.1
|
52.6
|
Underlying Earnings carried forward
|
N/A
|
N/A
|
20.3
|
58.4
|
1 Other Revenue includes ROC
mutualisation, ROC recycle late payment CP22, insurance proceeds,
O&M settlement agreements and rebates received.
2 Includes the Investment Adviser
fees and other fess at Company and BR1 level.
3 Excludes one-off transaction
costs and the release of up-front fees related to the Company's
debt facilities
4 RCF Interest and commitment
fees
5 Declared post Period end for Dec
24 and Dec 23
The table below presents the
underlying earnings on a per share basis.
|
Half
year to
31 Dec
24
(£m)
|
Half
year to
31 Dec
23
(£m)
|
Full
year to
30 June
24
(£m)
|
Full
year to
30 June
23
(£m)
|
Target Distribution -
£m
|
N/A
|
N/A
|
53.1
|
52.6
|
Total funds available for distribution (inc. reserves) -
£m
|
37.9
|
70.2
|
73.4
|
111.0
|
Average number of shares in the
Period*
|
592,319,217
|
611,452,217
|
609,849,113
|
611,452,217
|
Target Dividend (pps)
|
N/A
|
N/A
|
8.80
|
8.40
|
Total funds available for distribution (pps)
|
6.39
|
11.46
|
12.00
|
18.13
|
Total Dividend Declared for the
Period (pps)
|
2.20
|
2.20
|
8.80
|
8.60
|
Reserves carried forward (pps)
**
|
N/A
|
N/A
|
3.40
|
9.53
|
* Average number of shares is
calculated based on the weighted average shares in the
Period.
** Reserves carried forward are
based on the shares in issue at the point of Annual Accounts
publication (being 597m shares for 30 June 2024 and 611m shares for
30 June 2023).
7. NAV and Valuation of the
Portfolio
The Investment Adviser is
responsible for advising the Board in determining the Directors'
Valuation and, when required, carrying out the fair market
valuation of the Company's investments.
Valuations are carried out on a
quarterly basis at 30 September, 31 December, 31 March and 30 June
each year, with the Company committed to conducting independent
reviews as and when the Board believes it benefits
Shareholders.
As the portfolio comprises only
non-market traded investments, the Investment Adviser has adopted
valuation guidelines based upon the IPEV Valuation Guidelines
published by the BVCA (the British Venture Capital Association).
The application of these guidelines is considered consistent with
the requirements of compliance with IFRS 9 and IFRS 13.
Following consultation with the
Investment Adviser, the Directors' Valuation adopted for the
portfolio as at 31 December 2024 was £882.8 million (30 June 2024:
£965.5 million).
Valuation Component (£m)
|
Dec 2024
|
June 2024
|
Dec 2023
|
June 2023
|
DCF Enterprise Value of
Portfolio
|
954.4
|
1,100.0
|
1,149.1
|
1,195.2
|
DCF Enterprise Value of JV
Portfolio
|
128.2
|
36.5
|
-
|
-
|
Consented development/construction
and repowering projects
|
112.6
|
110.3
|
103.7
|
67.5
|
Deduction of Project Co
debt
|
-432.1
|
-423.2
|
-410.1
|
-430.8
|
Project Net Current
Assets
|
119.7
|
141.9
|
158.4
|
186.5
|
Directors' Valuation
|
882.8
|
965.5
|
1,001.1
|
1,018.4
|
Portfolio Size (MW)
|
882.9
|
834.0
|
812.6
|
812.6
|
Discounting Methodology
The Directors' Valuation is based
on the discounting of post-tax, projected cash flows of each
investment, based on the Company's current capital structure, with
the result then benchmarked against comparable market multiples, if
relevant. The discount rate applied on the project cash flows is
the weighted average discount rate. In addition, the Board
continues to adopt the approach under the 'willing buyer/willing
seller' methodology, that the valuation of the Company's portfolio
be appropriately benchmarked to pricing against comparable
portfolio transactions.
Key factors behind the
valuation
There have been several factors
that have been considered in the Investment Adviser's
recommendation to the Directors' Valuation (and which are
quantified in the NAV movement chart on page 28):
(i)
Despite base rates falling during 2024 and the expectation they
continue that descent in 2025, the Directors portfolio discount
rate has been maintained at 8.00% (June 2024: 8.00%). However, if
rates fall slower than expected or M&A activity for operational
assets activity remains muted, it's possible increases to the
discount rate will need to be considered in future valuation
cycles.
(ii)
The Company's ownership in the joint venture established with GLIL
Infrastructure has increased to 25% following the completion of
Phase Two of the Strategic Partnership, the sale by BSIF of 112MWp
of operational PV assets in line with June 24 NAV, in September
2024.
(iii)
Renewable Energy Guarantees of Origin for the period 2026-2030 have
been updated to reflect the latest available forecast and checked
against pricing achieved in the latest round of
tendering.
(iv)
Inclusion of the latest forecasters' power price curves as at 31
December 2024 has resulted in an increase in the valuation as there
have been marginal increases in the merchant tail of the forecasts.
Further information regarding power prices is included in section 3
of this report.
(v)
The value attributed to the Company's development and construction
portfolio has risen during the Period, reflecting sites receiving
planning permission and further progress and investment into
construction projects.
(vi)
Working capital has declined in the Period, reflecting the payment
of dividends through the Period, the execution of the Company's
share buyback programme, the amortisation of the Company's
portfolio-level debt, the partial repayment of the Revolving Credit
Facility, and performance compared to forecasts.
By reflecting the core factors
above within the Directors' Valuation for 31 December 2024, the
enterprise value of the operational portfolio is £1,082.6 million
(June 2024: £1,136.5 million), representing an effective price for
the solar component of £1.25m/MW (June 2024: £1.25m/MW). These
metrics sit within the pricing range of precedent market
transactions and the 'willing buyer-willing seller' methodology
upon which the Directors' Valuation is based.
Power Prices
A blended forecast of three
leading consultants is used within the latest Directors' Valuation
, as shown in the graph below. This is based on forecasts released
in the three months ended 31 December 2024.
The curves used in the 31 December
2024 Directors' Valuation reflect the following key
updates:
1.
Forward electricity prices from 2025 to the mid-2030s have fallen,
driven by expectations for reduced demand and strong renewables
growth as a result of the latest CfD auction round;
2.
The release of the Clean Power 2030 Action Plan in Q4 2024 has put
downward pressure on wholesale power prices as renewables are
supported and accelerated and for unabated gas to contribute less
than 5% of generation; and
3.
Beyond the mid-2030s, power prices have risen in response to
expectations of increased power demand for electrolysis and higher
fuel and carbon prices.
Change in blended power price
forecast
[graph image]
Directors' Valuation
movement
|
|
|
|
(£million)
|
As % of
valuation
|
|
30
June 2024 Valuation
|
|
|
965.5
|
|
|
|
|
|
|
|
Construction and
development
|
2.32
|
|
|
0.26%
|
|
Cash receipts from
portfolio
|
(36.8)
|
|
|
(4.17)%
|
|
Date change and
degradation
|
(31.82)
|
|
|
(3.60)%
|
|
Power curve updates (incl.
PPAs)
|
10.52
|
|
|
1.19%
|
|
Disposal activity
|
(31.00)
|
|
|
(3.51)%
|
|
Balance of portfolio
return
|
4.11
|
|
|
0.47%
|
|
31
December 2024 Valuation
|
|
882.8
|
(9.36)%
|
|
|
|
|
|
|
|
|
| |
*Disposal activity is the net
impact of the sale of c.112MW portfolio of UK solar assets, the
corresponding increase of BSIF's share to 25% in the JV and the net
cash from the sales proceeds after a £50.5m repayment of
RCF.
There have been no material
changes to assumptions regarding the future performance of the
portfolio when compared to the Directors' Valuation of 30 June
2024.
The assumptions set out in this
section remain subject to continuous review by the Investment
Adviser and the Board.
Reconciliation of Directors'
Valuation to Balance sheet
|
Balance at Period
End
|
Category
|
31
December 2024 (£m)
|
30 June
2024 (£m)
|
31
December 2023 (£m)
|
30 June
2023 (£m)
|
Directors' Valuation
|
882.8
|
965.5
|
1,001.1
|
1,018.4
|
Portfolio Holding Company Working
Capital
|
(2.8)
|
(1.5)
|
(3.3)
|
(12.5)
|
Portfolio Holding Company
Debt
|
(133.5)
|
(184.0)
|
(167.0)
|
(153.0)
|
Financial Assets at Fair Value per Balance
sheet
|
746.5
|
780.0
|
830.3
|
852.9
|
Gross Asset Value
|
1,312.1
|
1,388.7
|
1,407.3
|
1,438.0
|
Gearing (% GAV*)
|
43%
|
43%
|
41%
|
41%
|
*GAV is the Financial Assets, as
at 31 December 2024, at NAV of £746.5m plus RCF of £133.5m and
third party portfolio debt of £432.1m (giving total debt of
£565.6m).
Enterprise Valuation
sensitivities
Valuation sensitivities are set
out in tabular form in Note 7 of the financial statements. The
following diagram reviews the sensitivity of the EV of the
portfolio to the key underlying assumptions within the discounted
cash flow valuation.
8. Financing
Debt Strategy
Since its IPO, the Company has
focused on a simple and defensive approach to debt. This means
having debt agreements that have, primarily, fixed interest rates
and are amortising. Debt is split into (1) long-term asset-level
debt, and (2) a revolving credit facility at fund-level for
short-term funding. Debt in the portfolio is generally not subject
to stringent lender requirements on PPAs, allowing the Company to
take advantage of more competitive PPA pricing.
The Company's weighted average
cost of long-term debt at 31 December 2024 is 3.44% (30 June 2024:
3.53%) and is largely locked in via fixed interest rates. Whilst
the Company has some index-linked debt, it also has significant
levels of RPI linked revenues, leaving the Company a net
beneficiary of inflation.
The revolving credit facility,
detailed below, is the only short-term floating-rate debt
instrument in the portfolio and represents 24% of the total debt
balance. 73% of asset-level debt has a fixed interest rate. 27% of
principal for long-term debt is inflation-linked.
Revolving Credit
Facility
The Company's subsidiary BR1 has a
revolving credit facility with RBS International, Santander UK and
Lloyds Bank Plc, with a total committed amount of £210 million and
facility margin of 1.9% (the 'RCF'). The RCF also has an
uncommitted accordion feature allowing it to be increased by up to
a further £30 million. During the Period, following the completion
of Phase Two of the strategic partnership with GLIL, £50.5 million
was repaid reducing the drawn balance to £133.5 million (30 June
2024: £184 million).
The maturity of the facility is
May 2025. The Company is in discussions with lenders to refinance
and extend the RCF to May 2027. Lenders have indicated a strong
appetite for the extension, with all lenders having received
initial credit approval.
External Debt
Excluding the Company's RCF, total
outstanding loans from third-party lenders as at 31 December 2024
totals to £432.1 million, with each loan secured against a
portfolio of assets and fully amortising within the life of the
respective asset's subsidies. The average interest cost, excluding
the Company's RCF, across the external debt facilities in the table
below is 3.44%.
Debt
|
Principal Outstanding
(£m)
|
Maturity
|
% of Interest
Fixed(1)
|
All-in Interest
Rate
|
Syndicate - Fund RCF
|
133.5
|
May-25
|
0%
|
6.38%
|
Bayern LB - Project
Finance
|
5.7
|
Sep-29
|
100%
|
5.50%
|
Syndicate - Project
Finance
|
62.9
|
Dec-34
|
100%
|
3.50%
|
Aviva (fixed) - Project
Finance
|
77.3
|
Dec-34
|
100%
|
2.88%
|
Aviva (index-linked) - Project
Finance
|
61.8
|
Dec-34
|
100%
|
3.20%
|
Macquarie (fixed) - Project
Finance
|
6.7
|
Mar-35
|
100%
|
4.60%
|
Macquarie (indexed-linked) - Project
Finance
|
19.3
|
Mar-35
|
100%
|
4.20%
|
Gravis (index-linked) - Project
Finance
|
35
|
Jun-35
|
100%
|
6.38%
|
NatWest - Project Finance
|
110.7
|
Jun-40
|
85%
|
2.70%
|
Strategic Partnership
Portfolio
|
52.7
|
Sep-37
|
100%
|
3.40%
|
Total/Wtd Avg
|
565.6
|
|
73%
|
4.13%
|
Total/Wtd Avg excl. RCF
|
432.1
|
|
96%
|
3.44%
|
Note: Index-linked debt treated as
fixed for the purposes of this table as proportion fixed represents
interest rate risk only
Strategic Partnership
Portfolio
Post Period end, in January 2025
the re-financing of the strategic partnership portfolio was
completed replacing c£214m of index linked debt from M&G with
c£297m of fixed rate debt from Blackstone (£149m) KfW (£74m) and
Caixa bank (£74m), maturing in December 2035. The re-financing
released c£21m of cash proceeds to BSIF, whilst its share of the
balance of underlying long-term debt to c.£74m. This results in an
overall increase in the total debt of the Company, post Period end,
to £588m with the weighted average debt cost of long-term debt to
3.8% (up from 3.4% as at 31 December 2024).
GAV Leverage
The Group's total outstanding debt
as at 31 December 2024 was £565.6 million (30 June 2024: £584
million) and its leverage stands at 43% of GAV (30 June 2024: 43%),
within the 35% - 45% preferred range the Directors have outlined as
desirable for the Company.
9. Market Developments
UK renewable generation capacity
and deployment
At 30 September 2024, Government
data showed that UK solar PV capacity stood at 17.4GW across 1.6
million installations. Of this amount, around 7.3GW (42% of the
total solar capacity in the UK) and 5.1GW (30%) is accredited under
the RO and FiT schemes, respectively, 4.7GW (27%) is unaccredited
and less than 1% is under the CfD scheme. Onshore and offshore wind
installed capacity stands at around 16.1GW and 14.8GW,
respectively. The UK has over 5GW of operational battery storage
capacity, according to data from energy association
RenewableUK.
The UK's total renewable
generation capacity is projected to continue to grow over the
coming years as the Government strives to meet its Clean Power 2030
targets and meet power demand from the electrification of the
domestic heat, transport and industrial sectors. Deployment is
expected to be supported by several policy initiatives, including
the CfD scheme and various significant planning and grid reforms
currently underway.
The Clean Power 2030 Action Plan
outlines the Government's roadmap to achieving a clean power system
by 2030 based on expert independent advice from the National Energy
System Operator. The plan focuses on accelerating the deployment of
renewable energy, investing in new innovative flexible technologies
and policy and legislation reforms to support the energy
transition.
The chart below illustrates the
distribution of total installed capacity across different renewable
generation technologies at 30 September 2024 compared with a year
earlier.
Secondary market transactions,
development and construction activity
Transactional activity in the UK
renewables market has eased to some extent, with several
infrastructure funds completing capital recycling via asset
disposal programmes to demonstrate value and support deleveraging
efforts. Activity in the UK development market has continued to be
driven by factors such as ambitious decarbonisation targets,
increasing preferences by customers for clean energy and the
inclusion of solar PV in upcoming CfD auction rounds.
Development activity has been
noticeable in the battery storage area, with developers seeking to
provide solutions to help manage the grid as larger quantities of
intermittent renewables are added to the system. Solar development
activity has been somewhat slower, primarily due to grid
constraints.
Some construction activity has
been observed in the UK solar and battery storage area, although
this is against a backdrop of supply chain challenges and elevated
development costs. Converting the UK's significant development
pipeline into operational solar and storage projects over the next
five years will require developers to adopt an innovative approach
to overcome challenges surrounding high construction costs, grid
connection lead times and access to new capital.
With 642MW of fully owned
operational solar capacity, the Company maintains a strong position
within the UK solar market, owning c.4% of the UK's utility-scale
solar PV capacity.
10. Regulatory
Environment
The regulatory environment remains
under the spotlight as the Government seeks to support renewable
energy deployment as part of its Clean Power 2030 Action Plan under
particularly tough macroeconomic conditions. Key themes are
outlined below.
Update on Contracts for
Differences (CfD)
In September 2024, the CfD
Allocation Round 6 (AR6) results were published. A total of 9.6GW
of renewable energy projects were successful, of which 3.3GW solar
projects won contracts (or 34% of total awarded capacity), onshore
wind at 990MW (10%), offshore wind at 4.9GW (51%) and floating
offshore at 400MW (4%). The Government revised the overall
AR6 budget to £1.6 billion, up by £0.5 billion from the previous
level amid calls from industry to help meet renewable targets. Most
of the budget uplift went to offshore wind, while established
technologies including solar and onshore wind rose by £65 million
to £185 million. The AR6 administrative strike prices across all
technologies rose from the previous round, with solar and wind up
by 30% and 21% respectively, at £61/MWh and £64/MWh,
respectively.
The Government released its
response to the consultation on proposed amendments to AR7 and
future rounds in October 2024. Several amendments were confirmed
for AR7 including the inclusion of repowered onshore wind projects.
The Government is due to release the AR7 auction parameters ahead
of the auction planned for later this year.
Electricity Generator
Levy
The Electricity Generator Levy - a
'temporary' 45% tax on income from electricity sold above the
benchmark price - is set to be in place until 31 March 2028. It
applies to extraordinary returns made by renewable (solar, wind,
biomass), nuclear and energy from waste generators that are
connected to the UK national transmission or local distribution
networks. Revenues from CfDs are excluded from this
levy.
Review of Electricity Market
Arrangements
The Government published a status
update on the UK's Review of Electricity Market Arrangements
("REMA") in December 2024 alongside a summary of Consultations
Responses to the second REMA consultation. REMA aims to identify
reforms needed to transition to a cost effective, lower carbon and
secure electricity system. Some of the most significant
reform options include the possibility of zonal locational pricing
and potential changes to the Contract-for-Difference scheme. The
Government aims to conclude the policy development phase of the
REMA programme by around mid-2025.
Bluefield Partners LLP
26 February 2025
Environmental, Social and
Governance Report
1.
Introduction from the Chair
An introduction from the
Chair
2024 was another record-breaking
year for global climate change. New records were set for global
land and sea surface temperatures and it was the first year with an
average temperature exceeding 1.5°C above pre-industrial levels .
Extreme weather events impacted communities across the globe,
including through extreme precipitation and flooding, tropical
cyclones, heatwaves and droughts . Such events further emphasise
the critical need for unified climate action.
Commitments for more ambitious and
investable National Determined Contributions (NDC's) by member
states at COP29 signalled a global push in the right direction,
placing emphasis on the need to amplify and accelerate ambition by
unlocking private finance . For businesses, an unprecedented
economic opportunity exists in delivering solutions to aid the
transition to a low carbon economy. The UK government's renewed
focus on clean energy and sustainability highlights its commitment
to accelerating the net zero transition and building greater energy
independence.
With a mandate to build, maintain,
and optimise a diversified portfolio of renewable energy
infrastructure in the UK, the Company is contributing to a cleaner
and more resilient energy system. Using an integrated understanding
of sustainability-related risks and opportunities, the Company not
only aims to support climate change mitigation but also build
resilience into its investments through strategic consideration of
broader environmental and social impacts, helping it achieve its
purpose of "Renewable Energy, Delivered Responsibly".
The following pages highlight
material ESG updates during the Period. Full details of the
Company's ESG strategy can be found within its latest Annual
Report, published in September 2024.
John Scott,
Chair
2. ESG
Highlights
Estimated annual figures based on
actual and forecasted generation data for the Period 1 July 2024 -
30 June 2025 .
· Over
800 GWh of renewable energy generation
· 166,000 tonnes of CO2e emissions avoided
· 297,000 houses powered with renewable energy
· Payments of approximately £320,000 to community benefit
schemes
3. ESG
Regulation & Framework Alignment
SFDR & EU Taxonomy
Please refer to the Company's
Periodic Annex IV, appended to its 2024 Annual Report and Financial
Statements, and the Company's website for further information
regarding its ongoing compliance with the SFDR and EU
Taxonomy.
UK Sustainability Disclosure
Requirements & UK Green Taxonomy
As a non-UK AIF, the Company is
not currently in scope of the UK Sustainability Disclosure
Requirements ("SDR"). However, the applicability of the framework
to overseas funds is currently pending. The Company is monitoring
the guidance and will be prepared to review its alignment, subject
to any new legislation.
As a UK authorised firm, the
Investment Adviser is within scope of the SDR's anti-greenwashing
rule and has implemented processes to support the Investment
Adviser's compliance.
IFRS S1 & S2
alignment
The UK government is aiming to
make the UK-endorsed ISSB standards available in Q1 2025, and
subject to a positive endorsement by the UK government, the UK
Sustainability Reporting Standards (SRS) will be set for UK
companies. The Company continues to evaluate its alignment with the
IFRS standards, including the appropriate timing to transition the
format of its disclosures to align with emerging reporting
frameworks as they become applicable to its activities.
Task Force on Climate-related
Financial Disclosures
The Company has aligned on a
voluntary basis with the recommendations of the Task Force on
Climate-related Financial Disclosures ("TCFD") and its third report
was presented within the Company's 2024 Annual Report and Financial
Statements.
Task Force on Nature-related
Financial Disclosures
The Company has developed a nature
framework aligned with the recommendations of the Task Force on
Nature-related Financial Disclosures ("TNFD"). Please refer to the
Company's 2024 Annual Report and Financial Statements for further
information.
4. The
Company's ESG Strategy
ESG Strategy
The Company's ESG strategy
reflects stakeholder expectations and has been developed to deliver
positive value across the Company's portfolio of investments.
Material ESG topics are defined within each of the Company's key
pillars:
OUR PURPOSE
RENEWABLE ENERGY, DELIVERED
RESPONSIBLY:
Driving shareholder returns whilst
promoting positive environmental and social value through our work
as a pioneering and responsible renewables fund. As well as
supporting the UK's Net Zero carbon ambition, we aim to enhance
nature across our sites, to support the UK in mitigating both the
climate and ecological crisis.
OUR ESG VISION
The Company is helping to mitigate
climate change through decarbonisation of the energy sector, whilst
delivering long-term dividends to our shareholders. We recognise
that being a renewables fund does not mean that we can remove
ourselves from wider environmental, social and governance topics,
and are conscious of the potentially harmful impacts that come with
being part of the renewables industry. We have committed to further
developing our due diligence processes and requirements of our
suppliers and contractors and we believe that the assets within our
fund have a part to play at the local level. We aim to enhance
nature at our sites and integrate this in our efforts in the
communities in which we operate, recognising the interconnection
between ecological and climate impact.
ESG STRATEGY
The Company's ambitions will be
achieved through the delivery of its ESG strategy, which is centred
around three key pillars. ESG topics are arranged under the three
pillars and reflect:
· Priority focus areas, as identified by
stakeholders
· Regulatory requirements, e.g. EU SFDR, EU Taxonomy, TCFD
&TNFD
· ESG
reporting frameworks
These underpin what will become
the Company's biggest value and impact drivers.
CLIMATE CHANGE
MITIGATION
Supporting the UK in achieving its
Net Zero Carbon ambition whilst aligning to the TCFD
recommendations.
|
PIONEERING POSITIVE LOCAL
IMPACT
Enhancing nature and encouraging
community engagement at the local level throughout the asset life
cycle.
|
GENERATING ENERGY
RESPONSIBLY
Driving ethical practices within
our operations and throughout our supply chain.
|
UNDERPINNED BY ESG PROCESSES THAT
HELP DRIVE STAKEHOLDER VALUE AND OPPORTUNITIES
|
CARBON EMISSIONS
ADVOCATING RENEWABLE
ENERGY
MANAGING CLIMATE-RELATED RISKS AND
OPPORTUNITIES
|
NATURE
DELIVERY PARTNERSHIPS
COMMUNITY IMPACT AND
INITIATIVES
|
HUMAN & LABOUR RIGHTS GOOD
GOVERNANCE &
BUSINESS ETHICS
RESPONSIBLE & SUSTAINABLE
PROCUREMENT
|
Materiality Assessment
In line with enhanced
methodologies to assess the materiality of ESG impacts, risks and
opportunities specified by emerging regulatory frameworks, the
Company is in the process of undertaking a double materiality
assessment (DMA). Materiality will be assessed from both a
financial perspective i.e., the extent to which ESG issues may
positively or negatively influence the Company's financial
prospects, and secondly from an impact perspective i.e., the
potential for the Company's activities to impact people and the
planet . The results of the assessment will inform a review of the
Company's ESG strategy, including its ESG commitments, KPIs, and
the format of its disclosures.
ESG Risk Management
The Board of the Company has
ultimate responsibility for and oversight of ESG risks and
opportunities, and ESG is considered by the Directors as part of
Board meetings, as well as investment decisions and risk
management. Daily management of ESG is outsourced to the Investment
Adviser, with the Board regularly updated on ESG activity through
investment committee papers, Board meetings, ESG Committee
meetings, ad hoc calls, and written updates.
ESG risks are considered as part
of the Company's risk management processes, and are identified,
assessed, and discussed by the Audit and Risk Committee and
included as part of the Company's risk matrix. The Company also
discloses potential impacts relating to physical and transitional
climate-related risks within its TCFD reports, which are included
within the Company's Annual Report and Financial
Statements.
Commitments & KPIs
Please refer to the Company's 2024
Annual Report and Financial Statements for its ESG commitments and
KPIs for the current financial year.
5. Key
Activity Update
Greenhouse Gas (GHG) Accounting
& Net Zero
In its 2024 Annual Report and
Financial Statements, the Company outlined its net zero pathway,
including near-term targets for financed scope 1 and 2 emissions,
as well as a scope 3 engagement target to support and encourage
suppliers set their own scope 1 and 2 emissions targets. During the
Period, target-specific roadmaps have been developed to support the
Company in delivering the required emissions reductions over
time.
Biannual calculation of the
Company's greenhouse gas inventory (GHG) has highlighted that the
goods & services it procures, which support the development,
operation and maintenance of its assets, are the biggest source of
the Company's emissions, falling within the scope 3 category. In
particular, construction activities can cause a spike in emissions
due to the impact of embodied carbon in procured equipment, and
increased site activity during the construction period.
Focus during the Period has been
to establish a more accurate method of quantifying
construction-related emissions through the development of a
customised emissions factor, which will reflect cradle-to-gate ,
transport, site installation and waste emissions. This new approach
will facilitate the integration of supplier data, including EPC
activity, and available lifecycle assessments (LCAs) for key
equipment being installed. Such will enhance the accuracy of the
Company's emissions and inform the actions needed to help reduce
the emissions associated with the build out of additional renewable
capacity.
Circular Economy
The UK solar industry has
experienced substantial growth since the turn of the century, with
approximately 16 GW installed nationwide . Deployment must continue
at pace to deliver the UK's target of 70 GW of solar capacity by
2035 , and 5,500 GW of solar capacity is estimated to be deployed
globally by 2030 . Consequently, demand for finite minerals needed
to power clean technologies, such as copper, nickel and rare earth
elements known as "critical minerals", is projected to double
between today and 2030, and triple if net zero is achieved globally
. Therefore, ensuring high quality recycling and critical mineral
recovery rates will become an increasingly important consideration
for the energy sector worldwide.
Over a decade on from the UK's
first solar installations, the Company views the present as an
opportune moment to develop proactive strategies to maximise
materials recovery, reuse and recycling, as equipment starts to
become retired from operation. Since the beginning of 2024, the
Company has invested in a collaborative partnership with Lancaster
University to accelerate research in this area, consisting of two
research projects, the first of which was outlined in its 2024
Annual Report and Financial Statements.
During the Period, the Company
commissioned a second project with Lancaster University,
successfully securing matched funding for a £25,000 investment
through the EPSRC Impact Acceleration Account (IAA)
programme. The project aims to establish a roadmap for future
research and innovation needed to shift the industry from linear to
circular resource use, recognised by the Company as being
synergetic with its other ESG priorities, including net zero,
nature and human rights. Over the coming year, the Company hopes to
share insights from this project with the wider industry and supply
chain, with a view to fostering a collaborative approach to
achieving a more circular industry.
6. Awards
& Accreditations
Awards
The Company is pleased that its
Investment Adviser has recently received external recognition for
its ESG efforts, specifically in relation to biodiversity work
undertaken at West Raynham Solar Park, which resulted in the site
receiving inaugural Wild Power® Gold accreditation . Awards and
nominations included:
•
Winner - 'Impact on Climate' award at the Pensions Management
Institute's annual Pinnacle Awards ceremony, November 2024. The
'Impact' category endeavours to showcase those that are making a
significant, lasting impact on the industry.
•
Finalist - RealDeals ESG Awards, Sector Specialist of the Year,
October 2024
•
Shortlisted - IJGlobal ESG Asset Impact Award, October
2024
Accreditations
In recognition of its positive
environmental contribution, the Company has been awarded the
following accreditations:
-
Guernsey Green Fund
-
TISE Sustainable
-
LSE Green Economy Mark
Bluefield Partners LLP
26 February 2025
Statement of Principal and
Emerging Risks and Uncertainties for the Remaining Six Months of
the year to 30 June 2025
Risks including emerging risks are
mitigated and managed by the Board through continual review, policy
setting and regular assessment of the Company's risk matrix by the
Audit and Risk Committee to ensure that procedures are in place
with the intention of minimising the impact of all risks, including
the principal risks listed below, to an acceptable
level.
The most recent formal review of
the full risk matrix (including consideration of emerging risks)
was carried out at the Audit and Risk Committee meeting held on 5
December 2024. Per the conclusions of this review the Company's
Principal risks were determined to be the following:
•
Transaction pricing risk;
•
Poor performance of operational sites;
•
Supply chain risks;
•
Levels of capital available for allocation being
constrained;
•
Valuation risk;
•
Physical and transitional climate related risks;
•
Volatility in power prices;
•
The 'investment company structure' loses shareholder
support;
•
Reform of energy markets risk; and
•
Cyber and ransomware risk.
The Board believes that these
risks remain largely unchanged since the previous formal risk
review conducted in May 2024, whilst being highly aware and
exercised by the unprecedented, prolonged period of wide share
price discounts to NAV prevalent across the entire investment
company sector.
The Board believes these to be the
Principal Risks relevant for the remaining six months of the year
to 30 June 2025.
In order to assess the probability
and impact that these inherent risks may have on the Company the
Board relies on Periodic reports provided by the Investment Adviser
and Administrator. When required, experts will be employed to
gather information, including tax advisers, legal advisers, and
environmental advisers.
During the Period, cyber security
and ESG advisers have been engaged to conduct specific project work
to assist the Audit and Risk Committee further understand and
manage risks in these areas.
These inherent risks associated
with investments in the renewable energy sector could result in a
material adverse effect on the Company's performance and value of
Ordinary Shares.
Directors' Statement of
Responsibilities
The Directors are responsible for
preparing the Interim Report and Unaudited Condensed Interim
Financial Statements in accordance with applicable regulations. The
Directors confirm that to the best of their knowledge:
· the
Unaudited Condensed Interim Financial Statements have been prepared
in accordance with IAS 34 'Interim Financial Reporting' as adopted
by the European Union; and
· the
interim management report which includes the Chair's Statement,
Report of the Investment Adviser and Statement of Principal and
Emerging Risks and Uncertainties for the remaining six months of
the year to 30 June 2025 includes a fair review of the information
required by:
a. DTR
4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first
six months of the financial year and their impact on the Unaudited
Condensed Interim Financial Statements; and a description of the
principal risks and uncertainties for the remaining six months of
the financial year; and
b. DTR
4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place during the first
six months of the financial year and that have materially affected
the financial position or performance of the Company during that
Period; and any changes in the related party transactions described
in the last annual report that could do so.
The Board is responsible for the
maintenance and integrity of the corporate and financial
information included on the Company's website, and for the
preparation and dissemination of financial statements. Legislation
in Guernsey governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
On behalf of the Board
Elizabeth Burne
|
Chris Waldron
|
Director
|
Director
|
26 February 2025
|
26 February 2025
|
Independent Review Report to
Bluefield Solar Income Fund Limited
Conclusion
We have been engaged by Bluefield
Solar Income Fund Limited (the "Company") to review the condensed
set of financial statements in the half-yearly financial report for
the six months ended 31 December 2024 of the Company, which
comprises the unaudited condensed statement of financial position,
the unaudited condensed statement of comprehensive income, the
unaudited condensed statement of changes in equity, the unaudited
condensed statement of cash flows and the related explanatory
notes.
Based on our review, nothing has
come to our attention that causes us to believe that the condensed
set of financial statements in the half-yearly financial report for
the six months ended 31 December 2024 is not prepared, in all
material respects, in accordance with IAS 34 Interim Financial
Reporting as adopted by the EU 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)
2410 Review of Interim Financial Information Performed by the
Independent Auditor of the Entity ("ISRE (UK) 2410") issued by the
Financial Reporting Council 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 consider whether it contains any apparent
misstatements or material inconsistencies with the information in
the condensed set of 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.
Conclusions relating to going
concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Scope of review section of this report, nothing
has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or
that the directors have identified material uncertainties relating
to going concern that are not appropriately disclosed.
This conclusion is based on the
review procedures performed in accordance with ISRE (UK) 2410.
However future events or conditions may cause the Company to cease
to continue as a going concern, and the above conclusions are not a
guarantee that the Company will continue in operation.
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 interim 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 as adopted by the
EU. The directors are responsible for preparing the condensed
set of financial statements included in the half-yearly financial
report in accordance with IAS 34 Interim Financial Reporting as
adopted by the EU.
In preparing the half-yearly
financial report, the directors are responsible for assessing the
'Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless they either intend to liquidate
the Company or to cease operations, or have no realistic
alternative but to do so.
Our
responsibility
Our responsibility is to express
to the Company a conclusion on the condensed set of financial
statements in the half-yearly financial report based on our review.
Our conclusion, including our conclusions relating to going
concern, are based on procedures that are less extensive than audit
procedures, as described in the scope of review paragraph of this
report.
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.
Barry Ryan
for and on behalf of KPMG Channel
Islands Limited
Chartered Accountants
Guernsey
26 February 2025
Unaudited Condensed Statement of
Financial Position
As at 31 December 2024
|
|
31
December 2024
|
30 June
2024
|
|
|
Unaudited
|
Audited
|
|
Note
|
£'000
|
£'000
|
ASSETS
|
|
|
|
Non-current assets
|
|
|
|
Financial assets held at fair value
through profit or loss
|
7
|
745,443
|
780,043
|
Total non-current assets
|
|
745,443
|
780,043
|
|
|
|
|
Current assets
|
|
|
|
Trade and other
receivables
|
8
|
507
|
924
|
Cash and cash equivalents
|
9
|
1,080
|
1,253
|
Total current assets
|
|
1,587
|
2,177
|
|
|
|
|
TOTAL ASSETS
|
|
747,030
|
782,220
|
|
|
|
|
LIABILITIES
|
|
|
|
Current liabilities
|
|
|
|
Other payables and accrued
expenses
|
10
|
550
|
663
|
Total current liabilities
|
|
550
|
663
|
|
|
|
|
TOTAL LIABILITIES
|
|
550
|
663
|
|
|
|
|
NET ASSETS
|
|
746,480
|
781,557
|
|
|
|
|
EQUITY
|
|
|
|
Share capital
|
|
644,026
|
654,441
|
Retained earnings
|
|
102,454
|
127,116
|
TOTAL EQUITY
|
12
|
746,480
|
781,557
|
|
|
|
|
Number of Ordinary Shares in
issue
at Period/year end
|
12
|
592,319,217
|
602,374,217
|
|
|
|
|
Net Asset Value per Ordinary Share
(pence)
|
6
|
126.03
|
129.75
|
These unaudited condensed interim
financial statements were approved and authorised for issue by the
Board of Directors on 26 February 2025 and signed on their behalf
by:
Elizabeth Burne
|
Chris Waldron
|
Director
|
Director
|
26 February 2025
|
26 February 2025
|
The accompanying notes form an
integral part of these unaudited condensed interim financial
statements.
Unaudited Condensed Statement of
Comprehensive Income
For the six months ended 31
December 2024
|
|
Six
months ended
|
Six
months ended
|
|
|
31
December 2024
|
31
December 2023
|
|
|
Unaudited
|
Unaudited
|
|
Note
|
£'000
|
£'000
|
Income
|
|
|
|
Income from investments
|
4
|
450
|
450
|
Bank interest
|
|
9
|
13
|
|
|
459
|
463
|
|
|
|
|
Net gains on financial assets held
at fair value through profit or loss
|
7
|
2,200
|
4,614
|
Operating income
|
|
2,659
|
5,077
|
|
|
|
|
Expenses
|
|
|
|
Administrative expenses
|
5
|
1,026
|
1,086
|
Operating expenses
|
|
1,026
|
1,086
|
|
|
|
|
Operating profit
|
|
1,633
|
3,991
|
|
|
|
|
Profit and total comprehensive
income for the Period
|
|
1,633
|
3,991
|
|
|
|
|
Attributable to:
|
|
|
|
Owners of the Company
|
|
1,633
|
3,991
|
|
|
|
|
Earnings per share:
|
|
|
|
Basic and diluted (pence)
|
11
|
0.27
|
0.65
|
|
|
|
|
All items within the above
statement have been derived from continuing activities.
The accompanying notes form an
integral part of these unaudited condensed interim financial
statements.
Unaudited Condensed Statement of
Changes in Equity
For the six months ended 31
December 2024
|
Note
|
Number
of
Ordinary
Shares
|
Share
capital
|
Retained
earnings
|
Total
equity
|
|
|
|
£'000
|
£'000
|
£'000
|
Shareholders' equity at 1 July
2024
|
|
602,374,217
|
654,441
|
127,116
|
781,557
|
|
|
|
|
|
|
Dividends paid
|
12,13
|
-
|
-
|
(26,295)
|
(26,295)
|
Purchase of Ordinary Shares into
Treasury
|
12
|
(10,055,000)
|
(10,415)
|
-
|
(10,415)
|
Total comprehensive income for the
Period
|
|
-
|
-
|
1,633
|
1,633
|
|
|
|
|
|
|
Shareholders' equity at 31 December
2024
|
|
592,319,217
|
644,026
|
102,454
|
746,480
|
For the six months ended 31
December 2023
|
Note
|
Number
of
Ordinary
Shares
|
Share
capital
|
Retained
earnings
|
Total
equity
|
|
|
|
£'000
|
£'000
|
£'000
|
Shareholders' equity at 1 July
2023
|
|
611,452,217
|
663,809
|
190,380
|
854,189
|
|
|
|
|
|
|
Dividends paid
|
12,13
|
-
|
-
|
(26,904)
|
(26,904)
|
Total comprehensive income for the
Period
|
|
-
|
-
|
3,991
|
3,991
|
|
|
|
|
|
|
Shareholders' equity at 31 December
2023
|
|
611,452,217
|
663,809
|
167,467
|
831,276
|
The accompanying notes form an
integral part of these unaudited condensed interim financial
statements.
Unaudited Condensed Statement of
Cash Flows
For the six months ended 31
December 2024
|
|
Six
months ended
|
Six
months ended
|
|
|
31
December 2024
|
31
December 2023
|
|
|
Unaudited
|
Unaudited
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
Cash flows from operating
activities
|
|
|
|
Total comprehensive income for the
Period
|
|
1,633
|
3,991
|
Adjustments:
|
|
|
|
Decrease in trade and other
receivables
|
|
417
|
443
|
Decrease in other payables and
accrued expenses
|
|
(54)
|
(57)
|
Net gains on financial assets held
at fair value through profit or loss
|
7
|
(2,200)
|
(4,614)
|
Net cash used in operating
activities*
|
|
(204)
|
(237)
|
|
|
|
|
Cash flows from investing
activities
|
|
|
|
Receipts from investments held at
fair value through profit or loss**
|
7
|
36,800
|
27,205
|
Net cash generated from investing
activities
|
|
36,800
|
27,205
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
Purchase of Ordinary Shares into
Treasury
|
|
(10,474)
|
-
|
Dividends paid
|
12,13
|
(26,295)
|
(26,904)
|
Net cash used in financing
activities
|
|
(36,769)
|
(26,904)
|
|
|
|
|
Net (decrease)/increase in cash and
cash equivalents
|
|
(173)
|
64
|
Cash and cash equivalents at the
start of the Period
|
|
1,253
|
969
|
|
|
|
|
Cash and cash equivalents at the end
of the Period
|
9
|
1,080
|
1,033
|
The accompanying notes form an
integral part of these unaudited condensed interim financial
statements.
*Net cash used in operating
activities includes £450,000 (31 December 2023: £450,000) of
investment income.
**Receipts from investments held
at fair value through profit or loss comprises loan principal of
£24.5 million (31 December 2023: £13.1 million) repaid by BR1 and
£12.3 million (31 December 2023: £14.1 million) of interest
received from BR1.
Notes to the Unaudited Condensed
Interim Financial Statements
For the six months ended 31
December 2024
1. General
information
The Company is a non-cellular
company limited by shares, incorporated in Guernsey under the Law
on 29 May 2013. The Company's registration number is 56708, and it
is regulated by the GFSC as a registered closed-ended collective
investment scheme.
The investment objective of the
Company is to provide Shareholders with an attractive return,
principally in the form of quarterly income distributions, by being
invested primarily in solar energy assets located in the UK. The
Company also has the ability to invest a minority of its capital
into wind, hydro and energy storage assets.
The Company has appointed
Bluefield Partners LLP as its Investment Adviser.
2.
Material accounting policies
a) Basis of preparation
The interim condensed financial
statements (the "financial statements") have been prepared in
accordance with IAS 34 'Interim Financial Reporting', as adopted by
the EU and the DTR. These financial statements comprise only the
results of the Company as all of its subsidiaries are measured at
fair value as explained in Note 2.c. The financial statements have
been prepared on a basis that is consistent with accounting
policies applied in the preparation of the Company's annual
financial statements for the year ended 30 June 2024, approved for
issue on 27 September 2024.
These financial statements have
been prepared under the historical cost convention with the
exception of financial assets held at fair value through profit or
loss and in accordance with the provisions of the DTR.
These financial statements do not
include all information and disclosures required in the annual
financial statements and should be read in conjunction with the
Company's audited financial statements for the year ended 30 June
2024, which were prepared under full IFRS requirements and the DTRs
of the UK FCA.
Seasonal and cyclical
variations
Although the bulk of the Company's
electricity generation occurs during the summer months when the
days are longer, the Company's results do not vary significantly
during reporting Periods as a result of seasonal
activity.
b) Going concern
To assess the going concern of the
Company is to assess the going concern from a Group perspective,
with focus on the performance and financial stability of the
underlying SPVs, the liquidity position and borrowing facilities
across the Group, as well as the strategic initiatives of the
Company. The purpose being to ensure that necessary financial
resources exist to meet all obligations for at least the next 12
months following the date of this report.
The Board, in its consideration of
going concern, has reviewed comprehensive cash flow forecasts
prepared by the Investment Adviser. Key factors considered when
assessing these forecasts include:
Performance and financial
stability of the underlying SPVs
A core focus of the Investment
Adviser's activities is protecting, optimising, and enhancing the
revenues generated from, and value of, the Company's operational
portfolio, taking proactive steps to mitigate risks to both the
short and long term operational performance of the portfolio. This
is achieved through a rolling capital investment programme to
proactively address key risks to operational
performance.
Performance and financial
stability of the underlying SPVs (continued)
Large central inverter and HV
equipment revamping projects commenced during the Period, with all
of the projects due to be completed prior to Spring 2025. These
projects are expected to further de-risk the portfolio and improve
portfolio performance both short and long term.
In terms of receipt of revenue,
over 46% is regulated revenue in the form of ROC and FiT subsidies,
giving certainty over the revenues being generated, with the
majority of the remaining revenue coming from Power Purchase
Agreements ('PPA') contracts. The underlying SPVs are contracted
only with investment grade counterparties for key PPA contracts,
mitigating PPA counterparty risk.
Group Liquidity
position
The Board monitors the Company's
liquidity requirements to ensure there is sufficient cash to meet
the Company's operating needs. The Group had unrestricted cash of
£25.4 million as at 31 December 2024, £57.9m of cash held in
entities subject to lender covenant compliance and available
headroom on its Revolving Credit Facility (RCF) of £76.5
million.
Borrowing Facilities
The Group has access to funding
via the RCF, held by the Company's subsidiary BR1, and receives
distributions and cash flows from the underlying group companies
which are passed up to the Company following debt covenant
processes, where required, on a regular basis.
The RCF is for a committed amount
of £210 million, with an uncommitted accordion feature that allows
for an additional £30 million. As at 31 December 2024, £133.5
million was drawn from the RCF (30 June 2024: £184 million). The
maturity of the facility is 30 May 2025.
The Investment Adviser is in
discussions with the lenders of the RCF to refinance and extend the
facility to May 2027, with the option of a one year extension on
the 2 year term. Each of the three lenders have communicated a
strong appetite for the extension. The Investment Adviser does not
foresee a situation where the Group is unable to extend the
facility.
The Group is required to meet
interest cover ratios and various gearing limits. These covenants
have been tested and met throughout the period and the Group does
not expect these covenants to be breached during the next 12
months.
Strategic Initiatives
Strategic initiatives for the
Group continue. On 4 September 2024, the Company announced the
completion of Phase Two of the strategic partnership with GLIL
Infrastructure (GLIL), in which GLIL acquired a 50% stake in a
112MW portfolio of BSIF's existing solar assets for c.£70m, which
was in line with BSIF's existing valuation. The proceeds of this
partial sale were used, in part, to repay £50.5 million of the RCF,
with the repayment taking the RCF balance from £184 million to
£133.5 million by Period end, as noted above.
Following completion of Phase Two,
the Company's equity investment in the joint venture entity with
GLIL, Lyceum Solar Limited (Lyceum), has increased to 25.003% (June
2024: 9.0%).
Over the course of 2024, Lyceum
embarked on a re-financing process to replace c.£214m of index
linked debt from M&G with c.£297m of fixed rate debt from
Blackstone (£149m) KfW (£74m) and Caixa bank (£74m). Completion of
this re-financing occurred post Period end in January 2025 and
resulted in c.£21m being returned to BR1 in February 2025. When
combined with the proceeds from the sale of 112MW under Phase Two,
the partnership with GLIL has generated c.£91m of recycled funds to
the Company since inception in January 2024.
Phase Three of the partnership,
which is currently in progress, is a commitment for GLIL and
Bluefield Solar to co-invest into a selected portfolio of circa 10%
of the Company's proprietary development pipeline and enable
construction over the next two to three years.
The Strategic Partnership with
GLIL is a significant development for the Company; it creates the
opportunity for both parties to invest in BSIF's sizeable renewable
energy pipeline, in difficult capital market conditions, while
responding to shareholder feedback in reducing our short-term debt
position.
This Strategic Partnership
demonstrates the strength of Bluefield's reputation in the sector
and provides an alternative source of capital to allow BSIF to
continue delivering on its investment objective.
The Company has built up a
significant pipeline of over 1.5GW of assets. This excludes the
first two solar developments to enter the construction phase,
Yelvertoft (48.4MW) and Mauxhall Farm (44.5MW), which are now in
their first year of operation.
Romsey extension (8MW) and
Mauxhall BESS (25MW) are in construction, with over 670MW of the
pipeline having received planning consent and able to be built over
the next five years. The challenge that BR1 and BSIF currently face
is that it does not have the capital available to construct the
entire pipeline. While equity markets remain closed, the fund must
act strategically to realise maximum value from parts of the
pipeline to recycle capital into constructing other projects in the
pipeline and repaying the RCF.
As such, the Investment Adviser,
with approval from the Board, is actively managing the Company's
large proprietary pipeline, with plans to sell c.30-65% depending
on the Company's funding position. This strategy is under constant
review.
Conclusion
Following the assessment of going
concern, the Board have concluded that the Company has the
necessary financial resources to meet its obligations for at least
the next 12 months following the date of this report, and therefore
adopt the going concern basis of accounting in preparing these
interim financial statements.
c) Accounting for
subsidiaries
The Board considers that the
Company is an investment entity. In accordance with IFRS 10, all
subsidiaries are recognised at fair value through profit and
loss.
d) Segmental reporting
IFRS 8 'Operating Segments'
requires a 'management approach', under which segment information
is presented on the same basis as that used for internal reporting
purposes.
The Board, as a whole, has been
determined as constituting the chief operating decision maker of
the Company. One of the key measures of performance used by the
Board to assess the Company's performance and to allocate resources
is the total return on the Company's NAV, as calculated under IFRS,
and therefore no reconciliation is required between the measure of
profit or loss used by the Board and that contained in these
financial statements.
For management purposes, the
Company is engaged in a single segment of business, being
investment in renewable energy infrastructure assets via SPVs, and
in one geographical area, the UK.
e) Fair value of
subsidiary
The Company holds all of the
shares in the subsidiary, BR1, which is a holding vehicle used to
hold the Company's investments. The Directors believe it is
appropriate to value this entity based on the fair value of its
portfolio of SPV investment assets held plus its other assets and
liabilities. The SPV investment assets held by the subsidiary,
inclusive of their intermediary holding companies, are valued
quarterly as described in Note 7 based on referencing comparable
transactions supported by discounted cash flow analysis and are
referred to as the Directors' Valuation.
3.
Critical accounting judgements, estimates and assumptions in
applying the Company's accounting policies
The preparation of these financial
statements under IFRS requires management to make judgements,
estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and
expenses. The estimates and associated assumptions are based on
historical experience and other factors that are believed to be
reasonable under the circumstances, the results of which form the
basis of making judgements about carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The area involving a high degree
of judgement or complexity or area where assumptions and estimates
are significant to the financial statements has been identified as
the valuation of the portfolio of investments held by BR1 (see Note
7).
The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the Period in which the
estimate is revised if the revision affects only that Period or in
the Period of the revision and future Period if the revision
affects both current and future Periods.
As disclosed in Note 7, the Board
believes it is appropriate for the Company's portfolio to be
benchmarked on a £m/MW basis against comparable portfolio
transactions and on this basis the weighted average discount rate
remains 8.00% (8.00% in June 2024), which reflects the return
hurdles in the market for lowly levered assets with high levels of
regulated income.
4. Income
from investments
|
Six months
ended
|
Six months
ended
|
|
31 December
2024
|
31 December
2023
|
|
£'000
|
£'000
|
Monitoring fee in relation to loans
supplied (note 14)
|
450
|
450
|
|
450
|
450
|
The Company provides monitoring
and loan administration services to BR1 for which an annual fee is
charged and is payable in arrears.
5.
Administrative expenses
|
Six months
ended
31 December
2024
|
Six months
ended
|
|
31 December
2023
|
|
£'000
|
£'000
|
Investment advisory base fee (see
Note 14)
|
307
|
335
|
Administration fees
|
223
|
252
|
Legal and professional
fees
|
102
|
152
|
Directors' remuneration (see Note
14)
|
178
|
120
|
Audit fees
|
60
|
59
|
Regulatory Fees
|
36
|
58
|
Non-audit fees (interim
review)
|
50
|
48
|
Broker fees
|
24
|
25
|
Registrar fees
|
19
|
12
|
Insurance
|
10
|
7
|
Listing fees
|
2
|
3
|
Other expenses
|
15
|
15
|
|
1,026
|
1,086
|
6. Net
Asset Value per Ordinary Share
The calculation of NAV per
Ordinary Share is arrived at by dividing the total net assets of
the Company as at the unaudited condensed statement of financial
position date by the number of Ordinary Shares of the Company at
that date.
7.
Financial assets held at fair value through profit or
loss
|
|
Six months
ended
|
Year ended
|
|
|
31 December
2024
|
30 June
2024
|
|
|
|
Total
|
Total
|
|
|
|
£'000
|
£'000
|
Opening balance (Level 3)
|
|
|
780,043
|
852,844
|
Cash receipts from non-consolidated
subsidiary*
|
|
|
(36,800)
|
(64,465)
|
Realised gains on investment in
non-consolidated subsidiary
|
|
|
12,308
|
33,167
|
Unrealised change in fair value of
financial assets held at fair value through profit or
loss
|
|
|
(10,108)
|
(41,503)
|
Closing balance (Level 3)
|
|
|
745,443
|
780,043
|
Analysis of net gains on financial
assets held at fair value through profit or loss (per unaudited
condensed statement of comprehensive income)
|
|
|
Six months
ended
|
Six months
ended
|
|
|
|
31 December
2024
|
31 December
2023
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
Unrealised change in fair value of
financial assets held at fair value through profit or
loss***
|
|
|
(10,108)
|
(9,493)
|
|
|
|
|
|
Realised gains on investment in
non-consolidated subsidiary**
|
|
|
12,308
|
14,107
|
|
|
|
|
|
Net
gains on financial assets held at fair value through profit and
loss
|
|
|
2,200
|
4,614
|
*Comprising of repayment of
Eurobond loans issued by BR1 and Eurobond interest
received
**Interest received on Eurobond
loans issued by BR1
***The movement in unrealised
losses for the Period ended 31 December 2023 of (£22,591,000) as
stated in the prior year's unaudited condensed interim financial
statements has been amended to reflect the amended presentation of
the principal repayments in the Company's annual financial
statements for the year ended 30 June 2024.
Investments at fair value through
profit or loss comprise the fair value of the investment portfolio,
which the Investment Adviser recommends on a quarterly basis,
including a complete review of all valuation assumptions on a
semi-annual basis, subject to the Board's approval, and the fair
value of BR1, the Company's single, direct subsidiary being its
cash, working capital and debt balances. A reconciliation of the
investment portfolio value to financial assets at fair value
through profit and loss in the Unaudited Condensed Statement of
Financial Position is shown below.
The above tables as presented in
the interim condensed financial statements for the Period ended 31
December 2023 have been revised to show more clearly the impact on
realised and unrealised gains of cash receipts from
non-consolidated subsidiary. These receipts totalling £27,205,000
in the Period ended 31 December 2023 comprised repayments of
Eurobond loan principal of £13,098,000 and Eurobond interest
received of £14,107,000.
|
|
|
31 December
2024
|
30 June
2024
|
|
|
|
Total
|
Total
|
|
|
|
£'000
|
£'000
|
Investment portfolio, Directors'
Valuation
|
|
882,822
|
965,549
|
|
|
|
|
|
Immediate Holding Company
|
|
|
|
|
Cash
|
|
16,419
|
28,671
|
|
Working capital
|
|
(20,298)
|
(30,177)
|
|
Debt
|
|
(133,500)
|
(184,000)
|
|
|
|
(137,379)
|
(185,506)
|
|
|
|
|
|
Financial assets at fair value through profit or
loss
|
745,443
|
780,043
|
Fair value measurements
Financial assets and financial
liabilities are classified in their entirety into only one of the
following three levels:
• Level
1
- quoted prices (unadjusted) in active markets for identical assets
or liabilities;
• Level
2
- inputs other than quoted prices included within Level 1 that are
observable for the assets or liabilities, either directly (i.e. as
prices) or indirectly (i.e. derived from prices);
• Level
3
- inputs for assets or liabilities that are not based on observable
market data (unobservable inputs).
The determination of what
constitutes 'observable' requires significant judgement by the
Company. The Company considers observable data to be market data
that is readily available, regularly distributed or updated,
reliable and verifiable, not proprietary, and provided by
independent sources that are actively involved in the relevant
market.
The only financial instruments
carried at fair value are the investments held by the Company,
through BR1, which are fair valued at each reporting date. The
Company's investments have been classified within Level 3 as BR1's
investments are not traded and are valued using unobservable
inputs.
Transfers during the
Period
There have been no transfers
between levels during the six month Period ended 31 December 2024.
Any transfers between the levels will be accounted for on the last
day of each financial Period. Due to the nature of investments,
these are always expected to be classified as Level 3.
Directors' Valuation methodology
and process
The same valuation methodology and
process for operational assets is followed in these financial
statements as was applied in the preparation of the Company's
financial statements for the year ended 30 June 2024.
Before planning has been achieved,
no value is attributed (beyond costs incurred), to the Company's
development pipeline.
However, once the projects receive
planning permission they are then valued according to the following
criteria:
• Projects purchased by the
Company from developers are valued at investment cost (deemed to
approximate fair value).
• Other projects in the Company's
pipeline are valued on an asset-by-asset basis and benchmarked
against values from wider market processes.
During the construction stages
assets continue to be valued at investment cost (deemed to be
approximate fair value). The Investment Adviser intends for newly
built projects to be valued on a DCF basis shortly after they
become operational.
Investments that are operational
are valued on a DCF basis over the life of the asset (typically
more than 25 years) and, under the 'willing buyer-willing seller'
methodology, prudently benchmarked on a £/MW basis against
comparable transactions for large scale portfolios.
Each investment is subject to full
UK corporate taxation at the prevailing rate with the tax shield
being limited to the applicable capital allowances from the
Company's SPV investments.
The Investment Adviser recommends
the fair value on a quarterly basis, which includes a complete
review of all valuation assumptions on a semi-annual basis, subject
to the Board's approval. The key inputs, as listed below, are
derived from various internal and external sources. The key inputs
to a DCF based approach are: the equity discount rate, the cost of
debt (influenced by interest rate, gearing level and length of
debt), power price forecasts, long term inflation rates, asset
life, irradiation forecasts, average wind speeds, operational costs
and taxation. Given discount rates are a product of not only the
factors listed previously but also regulatory support, perceived
sector risk and competitive tensions, it is not unusual for
discount rates to change over time. Evidence of this is shown by
way of the revisions to the original discount rates applied between
the first renewable acquisitions and those witnessed in the past
twelve months.
Valuations since June 2023 saw the
inclusion of the Electricity Generator Levy ("the Levy") on excess
profits produced by electricity generators as announced by the
Chancellor of the Exchequer in the Autumn Statement in November
2022. The Levy is a temporary 45% tax on the extraordinary returns
made by electricity generators towards the end of 2022 while
European energy prices soared in the wake of Russia's invasion of
Ukraine. The Levy will be in place from 1 January 2023 until 31
March 2028, with the benchmark price linked to UK Consumer Price
Inflation. The Investment Adviser previously sought external advice
from its legal and tax advisers on how to model the Levy within the
valuation methodology.
Given the fact discount rates are
subjective, there is sensitivity within these to the interpretation
of factors outlined above.
The weighted average discount rate
has been maintained at 8.00% as at 31 December 2024 (30 June 2024:
8.00%). The Board have determined that an effective price of
£1.25m/MW (30 June 2024: £1.25m/MW) is an appropriate basis for the
valuation of the BSIF portfolio as at 31 December 2024.
In order to smooth the sensitivity
of the valuation to forecast timing or opinion taken by a single
forecast, the Board continues to adopt the application of blended
power curves from three leading forecasters.
The fair values of operational
SPVs are calculated on a discounted cash flow basis in accordance
with the IPEV Valuation Guidelines. The Investment Adviser
recommends the fair value on a quarterly basis, which includes a
complete review of all valuation assumptions on a semi-annual
basis, subject to the Board's approval as at 30 June and 31
December each year.
Sensitivity analysis
The table below analyses the
sensitivity of the fair value of the Directors' Valuation to an
individual input, while all other variables remain
constant.
The Board considers the changes in
inputs to be within a reasonable expected range based on its
understanding of market transactions. This is not intended to imply
that the likelihood of change or that possible changes in value
would be restricted to this range.
|
|
31
December 2024
|
30 June
2024
|
Input
|
Change
in input
|
Change
in fair value
of
Directors' Valuation
£m
|
Change
in NAV per share
(pence)
|
Change
in fair value
of
Directors' Valuation
£m
|
Change
in NAV
per
share
(pence)
|
Discount rate
|
+
1.0%*
|
(34.7)
|
(5.86)
|
(20.6)
|
(3.43)
|
-
1.0%*
|
36.9
|
6.23
|
16.4
|
2.73
|
Power prices
|
+10%
|
58.5
|
9.88
|
58.1
|
9.65
|
-10%
|
(58.7)
|
(9.91)
|
(62.9)
|
(10.45)
|
Inflation rate
|
+
0.5%
|
46.7
|
7.88
|
44.5
|
7.39
|
-
0.5%
|
(44.0)
|
(7.43)
|
(46.5)
|
(7.73)
|
Energy yield
|
10
year P90
|
(86.9)
|
(14.67)
|
(102.8)
|
(17.07)
|
10
year P10
|
93.2
|
15.73
|
104.7
|
17.37
|
Operational costs
|
+10%
|
(8.8)
|
(1.49)
|
(11.6)
|
(1.93)
|
-10%
|
8.8
|
1.49
|
6.9
|
1.14
|
*For discount rate, the change in
fair value as at 30 June 2024 was calculated based on change in
input of +0.5%/-0.5%.
Subsidiaries and
Associates
The Company holds investments
through subsidiary companies which have not been consolidated as a
result of the adoption of IFRS 10: Investment entities exemption to
consolidation. Below is the legal entity name and ownership
percentage for the SPVs which are all incorporated in the UK except
for Bluefield Durrants GmBH which is incorporated in
Germany.
Name
|
Ownership percentage
|
Name
|
Ownership percentage
|
Bluefield Renewables 1
Limited
|
100
|
Mikado Solar Projects (2)
Limited
|
100
|
Bluefield Renewables 2
Limited
|
100
|
Mikado Solar Projects (1)
Limited
|
100
|
Bluefield SIF Investments
Limited
|
100
|
KS SPV 5 Limited
|
100
|
HF Solar Limited
|
100
|
Eagle Solar Limited
|
100
|
Hoback Solar Limited
|
100
|
Kislingbury M1 Solar
Limited
|
100
|
Littlebourne Solar Farm
Limited
|
100
|
Thornton Lane Solar Farm
Limited
|
100
|
Molehill PV Farm Limited
|
100
|
Gretton Solar Farm
Limited
|
100
|
Pashley Solar Farm
Limited
|
100
|
Wormit Solar Farm Limited
|
100
|
ISP (UK) 1 Limited
|
100
|
Langlands Solar Limited
|
100
|
Solar Power Surge Limited
|
100
|
Bluefield Merlin Limited
|
100
|
West Raynham Solar
Limited
|
100
|
Harrier Solar Limited
|
100
|
Sheppey Solar Limited
|
100
|
Rhydy Pandy Solar Limited
|
100
|
North Beer Solar Limited
|
100
|
New Energy Business Solar
Limited
|
100
|
WEL Solar Park 2 Limited
|
100
|
Corby Solar Limited
|
100
|
Hardingham Solar Limited
|
100
|
Falcon Solar Farm Limited
|
100
|
Redlands Solar Farm
Limited
|
100
|
New Road Solar Limited
|
100
|
WEL Solar Park 1 Limited
|
100
|
Blossom 1 Solar Limited
|
100
|
Saxley Solar Limited
|
100
|
Blossom 2 Solar Limited
|
100
|
Old Stone Farm Solar Park
Limited
|
100
|
New Road 2 Solar Limited
|
100
|
GPP Langstone LLP
|
100
|
GPP Eastcott LLP
|
100
|
Ashlawn Solar Limited
|
100
|
GPP Blackbush LLP
|
100
|
Betingau Solar Limited
|
100
|
GPP Big Field LLP
|
100
|
Grange Solar Limited
|
100
|
Oak Renewables 2 Limited*
|
100
|
Hall Solar Limited
|
100
|
Oak Renewables Limited*
|
100
|
Trethosa Solar Limited
|
100
|
Creathorne Farm Solar Park
Limited
|
100
|
Welborne Energy LLP
|
100
|
Wind Energy Holdings
Limited*
|
100
|
Barvills Solar Farm
Limited
|
100
|
Wind Energy 1 Hold Co
Limited*
|
100
|
Clapton Farm Solar Park
Limited
|
100
|
Rook Wood Solar Park
Limited
|
100
|
Court Farm Solar Park
Limited
|
100
|
Carloggas Solar Park
Limited
|
100
|
East Farm Solar Park
Limited
|
100
|
Cross Road Plantation Solar Park
Limited
|
100
|
Gypsum Solar Farm Limited
|
100
|
Delabole Windfarm Limited
|
100
|
Woolbridge Solar Park
Limited
|
100
|
Hampole Windfarm Limited
|
100
|
Holly Farm Solar Park
Limited
|
100
|
Renewable Energy Assets
Limited
|
100
|
Kellingley Solar Farm
Limited
|
100
|
Aisling Renewables
Limited
|
100
|
Little Bear Solar Limited
|
100
|
Wind Energy 3 Hold Co
Limited
|
100
|
Place Barton Farm Solar Park
Limited
|
100
|
Wind Energy (NI) Limited
|
100
|
Willows Farm Solar
Limited
|
100
|
Ash Renewables No 3
Limited*
|
100
|
Southwick Solar Farm
Limited
|
100
|
Ash Renewables No 4
Limited*
|
100
|
Butteriss Down Solar Farm
Limited
|
100
|
Ash Renewables No 5
Limited*
|
100
|
Goshawk Solar Limited
|
100
|
Ash Renewables No 6
Limited*
|
100
|
Kite Solar Limited
|
100
|
Wind Beragh Limited*
|
100
|
Peregrine Solar Limited
|
100
|
Wind Camlough Limited*
|
100
|
Promothames 1 Limited
|
100
|
Wind Cullybackey Limited*
|
100
|
Rookery Solar Limited
|
100
|
Wind Dungorman Limited*
|
100
|
Wind Killeenan Limited*
|
100
|
E7 Energy Limited*
|
100
|
Wind Mowhan Limited*
|
100
|
Hallmark Powergen 3
Limited*
|
100
|
Wind Mullanmore Limited*
|
100
|
Warren Wind Limited
|
100
|
Carmoney Energy Limited*
|
100
|
Wind Energy Three
Limited*
|
100
|
Errigal Energy Limited*
|
100
|
Mosscliff Power 3
Limited*
|
100
|
Galley Energy Limited*
|
100
|
Mosscliff Power 4
Limited*
|
100
|
S&E Wind Energy
Limited
|
100
|
Mosscliff Power 6
Limited*
|
100
|
Wind Energy 2 Hold Co
Limited
|
100
|
Mosscliff Power 7
Limited*
|
100
|
Boston RE Limited*
|
100
|
Mosscliff Power Limited*
|
100
|
DC21 Earth SPV Limited*
|
100
|
E2 Energy Limited*
|
100
|
E5 Energy Limited*
|
100
|
Wind Energy One Limited*
|
100
|
E6 Energy Limited*
|
100
|
Wind Energy Two Limited*
|
100
|
Crockbaravally Wind Holdco
Limited
|
100
|
New Road Wind Limited
|
100
|
Crockbaravally Wind Farm
Limited
|
100
|
Yelvertoft Solar Farm
Limited
|
100
|
Dayfields Solar Limited
|
100
|
Paytherden Solar Farm
Limited
|
100
|
Farm Power Apollo Limited
|
100
|
Lower Tean Leys Solar Farm
Limited
|
60
|
Freathy Solar Park
Limited
|
100
|
Lower Mays Solar Farm
Limited
|
100
|
IREEL FIT TopCo Limited
|
100
|
Longpasture Solar Farm
Limited
|
60
|
IREEL FIT HoldCo Limited
|
100
|
Wallace Wood Solar Farm
Limited
|
60
|
IREEL Wind TopCo Limited
|
100
|
LEO1B Energy Park Limited
|
60
|
IREEL Solar HoldCo
Limited
|
100
|
LH DNO Grid Services
Limited
|
60
|
IREL Solar HoldCo Limited
|
100
|
Sweet Briar Solar Farm
Limited
|
60
|
Ladyhole Solar Limited
|
100
|
BF31 WHF Solar Farm
Limited
|
60
|
Morton Wood Solar Limited
|
100
|
BF27 BF Solar Limited
|
60
|
Nanteague Solar Limited
|
100
|
BF13A TF Solar Limited
|
60
|
Newton Down Wind HoldCo
Limited
|
100
|
HW Solar Farm Limited
|
100
|
Newton Down Windfarm
Limited
|
100
|
AR108 Bolt Solar Farm
Limited
|
100
|
Padley Wood Solar Limited
|
100
|
Wind Energy Scotland (Holmhead)
Limited*
|
100
|
Peel Wind Farm (Sheerness)
Limited
|
100
|
Mosscliff Power 5
Limited*
|
100
|
Port of Sheerness Wind Farm
Limited
|
100
|
Mosscliff Power 10
Limited*
|
100
|
Sandys Moor Solar Limited
|
100
|
Mosscliff Power 2
Limited*
|
100
|
St Johns Hill Wind Holdco
Limited
|
100
|
BF33C LHF Solar Limited
|
60
|
St Johns Hill Wind
Limited
|
100
|
AR006 GF Solar Limited
|
100
|
Trickey Warren Solar
Limited
|
100
|
Mauxhall Farm Energy Park
Limited
|
100
|
Whitton Solar Limited
|
100
|
BF16D BHF Solar Limited
|
100
|
LPF UK Equityco Limited
|
100
|
BF33E BHF Solar Limited
|
60
|
LPF UK Solar Limited
|
100
|
WSE Hartford Wood Limited
|
60
|
LPF Kinetica UK Limited
|
100
|
BF58 Hunts Airfield Solar
Limited
|
60
|
Wind Energy Scotland (Fourteen Arce
Fields) Limited*
|
100
|
Twineham Energy Limited
|
60
|
Wind Energy Scotland (Birkwood
Mains) Limited*
|
100
|
Sheepwash Lane Energy Barn
Limited
|
100
|
Lower End Farm Solar Park
Limited
|
100
|
|
|
Whitehouse Farm Energy Barn
Limited
|
100
|
|
|
Bluefield Durrants GmBH
|
100
|
|
|
Lightning 1 Energy Park
Limited
|
100
|
|
|
Abbots Ann Farm Solar Park
Limited
|
100
|
|
|
Canada Farm Solar Park
Limited
|
100
|
|
|
Kinetica 846 Limited
|
100
|
|
|
Kinetica 868 Limited
|
100
|
|
|
New Road Solar 3 Limited
|
100
|
|
|
New Road Solar 4 Limited
|
100
|
|
|
Galton Manor Solar Park
Limited
|
100
|
|
|
Renewable Energy Hold Co
Limited
|
100
|
|
|
Westover Gridco Limited
|
50
|
|
|
Lyceum Solar
Limited
|
25
|
|
|
Wind Energy 4 Hold Co
Limited
|
100
|
|
|
West Raynham X Energy Park
Limited
|
60
|
|
|
|
|
|
|
|
|
|
|
*In voluntary liquidation as at 31
December 2024
|
|
8. Trade
and other receivables
|
31
December 2024
|
30 June
2024
|
|
£'000
|
£'000
|
Current assets
|
|
|
Monitoring fees
receivable
|
450
|
900
|
Other receivables
|
57
|
24
|
|
507
|
924
|
There are no material past due or
impaired receivable balances outstanding at the Period end. The
probability of default of BSIFIL and BR1 was considered low and so
no allowance has been recognised based on 12-month expected credit
loss as any impairment would be insignificant.
The Board considers that the
carrying amount of all receivables approximates to their fair
value.
9. Cash
and cash equivalents
Cash and cash equivalents comprise
cash held by the Company and short term bank deposits held with
maturities of up to three months. The carrying amounts of these
assets approximate their fair value.
10. Other payables and
accrued expenses
|
31
December 2024
|
30 June
2024
|
|
£'000
|
£'000
|
Current liabilities
|
|
|
Investment advisory fees (see Note
14)
|
152
|
162
|
Administration fees
|
121
|
130
|
Directors' Fees (see Note
14)
|
97
|
85
|
Audit fees
|
60
|
120
|
Payable for Treasury shares
purchased
|
47
|
106
|
Other payables
|
73
|
60
|
|
550
|
663
|
The Company has financial risk
management policies in place to ensure that all payables are paid
within the agreed credit period. The Directors consider that the
carrying amount of all payables approximates to their fair
value.
11. Earnings per
share
|
Six
months ended
|
Six
months ended
|
|
31
December 2024
|
31
December 2023
|
|
|
|
Profit attributable to Shareholders
of the Company
|
£1,632,220
|
£3,991,019
|
Weighted average number of Ordinary
Shares in issue
|
597,171,391
|
611,452,217
|
Basic and diluted earnings from
continuing operations and profit for the Period (pence per
share)
|
0.27
|
0.65
|
12. Share capital and
reserves
The authorised share capital of
the Company is represented by an unlimited number of Ordinary
Shares of no par value which, upon issue, the Directors may
designate into such classes and denominate in such currencies as
they may determine.
Number of Ordinary
Shares
|
Six
months ended
31
December 2024
|
Year
ended
30 June
2024
|
|
Number
of
Ordinary
Shares
|
Number
of
Ordinary
Shares
|
|
|
|
Opening balance
|
602,374,217
|
611,452,217
|
Purchase of Ordinary shares into
Treasury
|
(10,055,000)
|
(9,078,000)
|
Closing balance
|
592,319,217
|
602,374,217
|
Shareholders' equity
|
Six
months ended
31
December 2024
|
Year
ended
30 June
2024
|
|
£'000
|
£'000
|
|
|
|
Opening balance
|
781,557
|
854,189
|
Purchase of Ordinary shares into
Treasury
|
(10,415)
|
(9,368)
|
Dividends paid
|
(26,295)
|
(53,663)
|
Total comprehensive
income/(loss)
|
1,633
|
(9,601)
|
Closing balance
|
746,480
|
781,557
|
Treasury Shares
On 15 February 2024, the Company
announced a share buyback programme in which it had allocated £20
million to purchase its own shares post closed period. During the 6
months ended 31 December 2024, 10,055,000 (Year ended 30 June 2024:
9,078,000) shares were purchased at an average price of 103.58
pence per share. The total amount spent on the buyback during the
Period was £10,414,668 (Year ended 30 June 2024:
£9,368,038).
The Company held 19,133,000
Treasury shares at the Period end (30 June 2024:
9,078,000).
Rights attaching to
shares
The Company has a single class of
Ordinary Shares which are entitled to dividends declared by the
Company. At any General Meeting of the Company each ordinary
Shareholder is entitled to have one vote for each share held. The
Ordinary Shares also have the right to receive all income
attributable to those shares and participate in dividends made and
such income shall be divided pari passu among the holders of
Ordinary Shares in proportion to the number of Ordinary Shares held
by them.
Retained earnings
Retained earnings comprise of
accumulated retained earnings as detailed in the unaudited
condensed statement of changes in equity.
13. Dividends
On 19 August 2024, the Board
declared a third interim dividend of £13,171,273 in respect of the
year ended 30 June 2024, equating to 2.20pps (third interim
dividend in respect of the year ended 30 June 2023: 2.10pps), which
was paid on 30 September 2024 to Shareholders on the register on 30
August 2024.
On 27 September 2024, the Board
approved a fourth interim dividend of £13,123,423 in respect of the
year ended 30 June 2024 of 2.20pps (fourth interim dividend in
respect of the year ended 30 June 2023: 2.30pps), which was
declared on 30 September 2024 and was paid on 15 November 2024 to
Shareholders on the register on 11 October 2024.
14. Related Party
Transactions and Directors' Remuneration
In the opinion of the Directors,
the Company has no immediate or ultimate controlling
party.
The total Directors' fees expense
for the Period amounted to £177,653 (31 December 2023: £120,376) of
which £97,103 was outstanding at 31 December 2024 (30 June 2024:
£85,414).
Remuneration paid to each Director
is as follows:
|
|
Six
months ended
|
Six
months ended
|
|
|
31
December 2024
|
31
December 2023
|
|
|
£'000
|
£'000
|
John Scott
|
|
43
|
34
|
Elizabeth Burne
|
|
33
|
25
|
Michael Gibbons
|
|
31
|
20
|
Meriel Lenfestey
|
|
31
|
24
|
Chris Waldron (appointed 1 December
2023)
|
|
30
|
4
|
Glen Suarez (appointed 30 October
2024)
|
|
10
|
-
|
Paul Le Page (retired 30 September
2023)
|
|
-
|
13
|
|
|
178
|
120
|
The number of Ordinary Shares held
by each Director is as follows:
|
|
31
December 2024
|
30 June
2024
|
John Scott*
|
|
703,929
|
683,929
|
Elizabeth Burne
|
|
15,000
|
15,000
|
Michael Gibbons
|
|
37,800
|
37,800
|
Meriel Lenfestey
|
|
20,000
|
7,693
|
Chris Waldron*
|
90,000
|
55,000
|
Glen Suarez (appointed 30 October
2024)
|
14,000
|
-
|
|
|
880,729
|
799,422
|
*Includes shares held by
PCAs.
John Scott and Michael Gibbons are
Directors of BR1. Neil Wood and James Armstrong, who are partners
of the Investment Adviser, are also Directors of BSIFIL and
BR1.
Fees paid during the Period by
SPVs to BSL, a company which has the same ownership as that of the
Investment Adviser, totalled £2,719,098 (31 December 2023:
£2,681,775).
Fees paid during the Period by
SPVs to BOL, a company which has the same ownership as that of the
Investment Adviser, totalled £6,269,626 (31 December 2023:
£5,834,327).
Fees paid during the Period by
SPVs to BRD, a company which has the same ownership as that of the
Investment Adviser, totalled £211,904 (31 December 2023:
£386,197).
There were no fees paid during the
Period by SPVs to BCM, a company which has the same ownership as
that of the Investment Adviser (31 December 2023: £nil).
Under the terms of the Investment
Advisory Agreement, the Investment Adviser is entitled to a base
fee. The base fee is payable quarterly in arrears in cash, at a
rate equivalent to 0.80% per annum of the NAV up to and including
£750,000,000, 0.75% per annum of the NAV above £750,000,000 and up
to and including £900,000,000 and 0.65% per annum of the NAV above
£900,000,000. The base fee will be calculated on the NAV reported
in the most recent quarterly NAV calculation as at the date of
payment. The above fee scale is effective from 21 December 2023
following the approval of an updated Investment Advisory Agreement.
Previously, the fee was calculated at a rate of 0.8% per annum of
the NAV up to and including £750,000,000, 0.75% per annum of the
NAV above £750,000,000 and up to and including £1,000,000,000 and
0.65 per annum of the NAV above £1,000,000,000.
The Company and BR1's investment
advisory fees for the Period amounted to £3,627,367 (31 December
2023: £3,342,456) of which £511,422 (30 June 2024: £512,618) was
outstanding at the Period end and is to be settled in cash. The
investment advisory fees includes £696,913 of fees relating to the
Project Nala transaction (1% of sale consideration). The
investment advisory fees for the Period attributable to the Company
amounted to £306,657 (31 December 2023: £334,859) of which £151,777
(30 June 2024: £161,874) was outstanding at the Period
end.
The Company's loan monitoring fee
income for the Period, due from its subsidiary BR1, amounted to
£450,000 (31 December 2023: £450,000) of which £450,257 was
outstanding at the Period end (30 June 2024:
£900,257).
15. Risk Management Policies
and Procedures
As at 31 December 2024 there has
been no change to financial instruments risk to those described in
note 15 of the financial statements to 30 June 2024.
16. Subsequent
events
On 28 January 2025, the Board
declared its first interim dividend of £13,025,761 in respect of
the year ending 30 June 2025, equating to 2.20pps (first interim
dividend in respect of the year ended 30 June 2024: 2.20pps), which
will be paid on or around 7 March 2025 to Shareholders on the
register on 7 February 2025.
Post Period end, the company
announced completion of re-financing of its strategic partnership
portfolio with GLIL. The re-financing was completed in January 2025
with a consortium of lenders replacing index linked debt from
M&G with c.£297m of fixed rate debt from Blackstone (£149m) KfW
(£74m) and Caixa bank (£74m), maturing in December 2035.
Glossary of Defined
Terms
Administrator means Ocorian
Administration (Guernsey) Limited
AGM means the Annual General
Meeting
AIC means the Association of
Investment Companies
AIC Code means the
Association of Investment Companies Code of Corporate
Governance
AIF means Alternative
Investment Fund
AIFM means Alternative
Investment Fund Manager
AIFMD means the Alternative
Investment Fund Management Directive
AR means Allocation
Round
Articles means the Memorandum
of 29 May 2013 as amended and the Articles of Incorporation as
adopted by special resolution on 7 November 2016.
Auditor means KPMG Channel
Islands Limited (see KPMG)
Aviva Investors means Aviva
Investors Limited
BCM means Bluefield
Construction Management Limited
BEIS means the Department for
Business, Energy & Industrial Strategy
BEPS means Base erosion and
profit shifting
BESS means Battery energy
storage systems
Bluefield means Bluefield
Partners LLP
Bluefield Group means
Bluefield Partners LLP and Bluefield Companies
BOL means Bluefield
Operations Limited
Board means the Directors of
the Company
BR1 means Bluefield
Renewables 1 Ltd being the only direct subsidiary of the
Company
BRD means Bluefield Renewable
Developments Limited
BSIF means Bluefield Solar
Income Fund Limited
BSIFIL means Bluefield SIF
Investments Limited
BSL means Bluefield Asset
Management Services Limited
BSUoS means Balancing
Services Use of System charges: costs set to ensure that network
companies can recover their allowed revenue under Ofgem price
controls
Business days means every
official working day of the week, generally Monday to Friday
excluding public holidays
CAGR means compound annual
growth rate
Calculation Time means the
Calculation Time as set out in the Articles of
Incorporation
CCC means Committee on
Climate Change
CfD means Contract for
Difference
Company means Bluefield Solar
Income Fund Limited
Companies Law means the
Companies (Guernsey) Law 2008, as amended
Cost of debt means the
blended cost of debt reflecting fixed and index-linked
elements
CO2e means Carbon Dioxide
emissions
CRS means Common Reporting
Standard
CSR means Corporate Social
Responsibility
DCF means Discounted Cash
Flow
DECC means the Department of
Energy and Climate Change
Defect Risk means that there
is an over-reliance on limited equipment manufacturers which could
lead to large proportions of the portfolio suffering similar
defects
Directors' Valuation means
the gross value of the SPV investments held by BR1, including their
holding companies
DNO means Distribution
Network Operator
DSCR means Long Term Debt
Service Cover Ratio calculated as net operating income as a
multiple of debt obligations due within one year
DTR means the Disclosure
Guidance and Transparency Rules of the UK's Financial Conduct
Authority
EBITDA means earnings before
interest, tax, depreciation and amortisation
EGL means Electricity
Generator Levy
EGM means Extraordinary
General Meeting
EIS means Enterprise
Investment Scheme
EPC means Engineering,
Procurement & Construction
EPS means Earning per
share
ESG means Environmental,
Social and Governance
EU means the European
Union
EV means enterprise
valuation
FAC means Final Acceptance
Certificate
FATCA means the Foreign
Account Tax Compliance Act
Financial Statements means
the unaudited condensed interim financial statements
FiT means Feed-in
Tariff
GAV means Gross Asset Value
on investment basis including debt held at SPV level
GDPR means General Data
Protection Regulation
GFSC means the Guernsey
Financial Services Commission
GHG means greenhouse
gas
GHG Protocol supplies the
world's most widely used greenhouse gas accounting
standards
Group means Bluefield Solar
Income Fund Limited, Bluefield Renewables 1 Limited and its
subsidiaries
Guernsey Code means the
Guernsey Financial Services Commission Finance Sector Code of
Corporate Governance
GWh means Gigawatt
hour
GW means Gigawatt
peak
IAS means International
Accounting Standard
IASB means the International
Accounting Standards Board
IFRS means International
Financial Reporting Standards as adopted by the EU
Investment Adviser means
Bluefield Partners LLP
IPEV Valuation Guidelines means the International Private Equity and Venture Capital
Valuation Guidelines
IPO means initial public
offering
IRR means Internal Rate of
Return
IVSC means The International
Valuation Standards Council
JV means Joint Venture
KID means Key Information
Document
KPI means Key Performance
Indicators
KPMG means KPMG Channel
Islands Limited (see Auditor)
kWh means Kilowatt
hour
kW means Kilowatt
Law means Companies
(Guernsey) Law, 2008 as amended
LD means liquidated
damages
Listing Rules means the set
of FCA rules which must be followed by all companies listed in the
UK
Lloyds means Lloyds Banking
Group plc
LSE means London Stock
Exchange plc
LTF means long term facility
provided by Aviva Investors Limited
Lyceum means Lyceum Solar
Limited, the joint venture entity with GLIL
Infrastructure
Macquarie means Macquarie
Bank Limited
Main Market means the main
securities market of the LSE
MW means Megawatt (a unit of
power equal to one million watts)
MWh means Megawatt
hour
NatWest means NatWest
International plc
NAV means Net Asset
Value
NMPI means Non-mainstream
Pooled Investments and Special Purpose Vehicles and the rules
around their financial promotion
NPPR means the AIFMD National
Private Placement Regime
O&M means Operation and
Maintenance
OECD means The Organisation
for Economic Cooperation and Development
Official List means the
Premium Segment of the UK Listing Authority's Official
List
Ofgem means Office of Gas and
Electricity Markets
Ordinary Shares means the
issued ordinary share capital of the Company, of which there is
only one class
Outage Risk means that a
higher proportion of large capacity assets hold increased exposure
to material losses due to curtailments and periods of
outage
P10 means Irradiation
estimate exceeded with 10% probability
P90 means Irradiation
estimate exceeded with 90% probability
PCA means Persons Closely
Associated
Period means Interim
reporting Period from 1 July 2024 to 31 December 2024.
PPA means Power Purchase
Agreement
pps means pence per Ordinary
Share
PR means Performance Ratio
(the ratio of the actual and theoretically possible energy
outputs)
PRIIPS means Packaged Retail
and Insurance - Based Investment Products
PV means
Photovoltaic
RBSI means Royal Bank of
Scotland International plc
RCF means Revolving Credit
Facility
REGO means Renewable Energy
Guarantees of Origin
REMA means Review of
Electricity Market Arrangements
RO Scheme means the Renewable
Obligation Scheme which is the financial mechanism by which the UK
government incentivises the deployment of large-scale renewable
electricity generation by placing a mandatory requirement on
licensed UK electricity suppliers to source a specified and
annually increasing proportion of electricity they supply to
customers from eligible renewable sources or pay a
penalty
ROC means Renewable
Obligation Certificates
ROC recycle means the payment
received by generators from the redistribution of the buy-out fund.
Payments are made into the buy-out fund when suppliers do not have
sufficient ROCs to cover their obligation
RPI means the Retail Price
Index
Santander UK means Santander
UK plc
SASB means Sustainability
Accounting Standards Board
SDG means the United Nations
Sustainable Development Goals
SFDR means Sustainable
Finance Disclosure Regulation
SONIA means Sterling Over
Night Indexed Average
SPA means Share Purchase
Agreement
SPVs means a Special Purpose
Vehicle which holds the Company's investment portfolio of
underlying operating assets
Sterling means the Great
British pound currency
TISE means The International
Stock Exchange (based in the Channel Islands)
UK means the United Kingdom
of Great Britain and Northern Ireland
UK Code means the UK
Corporate Governance Code
UK FCA means the UK Financial
Conduct Authority
UNGC means the United Nations
Global Compact
United Nations Principles for Responsible
Investment means an approach to
investing that aims to incorporate environmental, social and
governance factors into investment decisions, to better manage risk
and generate sustainable, long term returns.
Alternative Performance Measures -
Numbers Unaudited
Alternative Performance
Measure
|
Value
|
Total return for the
Period
|
0.52%
|
Total Shareholder Return for the
Period
|
-6.63%
|
Total Dividends Declared in
Period
|
4.4pps
|
Underlying Earnings for the
Period
|
£40.4m
|
Market Capitalisation as at 31
December 2024
|
£558m
|
NAV per Ordinary Share as at 31
December 2024
|
126.03pps
|
Sale of Electricity (PPAs) for the
Period
|
53.2%
|
Total Revenue for the
Period
|
£83.7m
|
EBITDA for the Period
|
£56.5m
|
PPA Revenue for the
Period
|
£36.5m
|
Regulated Revenue for the
period
|
£38.3m
|
Ongoing charges ratio for the
Period
|
1.01%
|
Weighted Average Life as at 31
December 2024
|
26.8years
|
Directors' Valuation as at 31
December 2024
|
£882.8m
|
Gross Asset Value as at 31 December
2024
|
£1,312.1m
|
Total Outstanding Debt as at 31
December 2024
|
£565.6m
|
Alternative Performance Measures -
Definitions Unaudited
APM
|
Definition
|
Purpose
|
Calculation
|
Total return
|
The percentage increase/(decrease) in
NAV, inclusive of dividends paid, in the reporting
Period.
|
A key measure of the success of the
Investment Adviser's investment strategy.
|
The change in NAV for the Period plus
any dividends paid divided by the initial NAV.
(126.03-129.75+2.20+2.20)/129.75=0.52%
|
Total Shareholder Return
|
The percentage increase/(decrease) in
share price, inclusive of dividends paid, in the reporting
Period.
|
A measure of the return that could
have been obtained by holding a share over the reporting
Period.
|
The change in share price for the
Period plus any dividends paid divided by the initial share
price. (94.20-105.60+2.20+2.20)/105.60= (6.63)%. The measure
excludes transaction costs.
|
Total Dividends Declared in
Period
|
This is the sum of the dividends that
the Board has declared relating to the reporting Period.
|
A measure of the income that the
company has paid to shareholders that can be compared to the
Company's target dividend.
|
The linear sum of each dividend
declared in the reporting Period.
|
Underlying Earnings
|
Total net income of the Company's
investment portfolio.
|
A measure to link the underlying
financial performance of the operational projects to the dividends
declared and paid by the Company.
|
Total income of the Company's
portfolio minus Group operating costs minus Group debt
costs.
|
Market Capitalisation
|
The total value of the Company's
issued share capital.
|
This is a key indicator of the
Company's liquidity.
|
The price per share multiplied by the
number of shares in issue.
|
|
|
|
|
|
|
|
|
NAV per Ordinary Share
|
The Company's closing NAV per share
at the Period end.
|
A measure of the value of one
Ordinary Share.
|
The net assets attributable to
Ordinary Shares on the statement of financial position
(£746.5m) divided by the
number of ordinary shares in issue (592,319,217)
as at the calculation date.
|
Sale of Electricity
|
The total proportion of revenue
generated by the Company's portfolio that is attributable to
electricity sales via PPAs.
|
A measure to understand the
proportion of revenue attributable to sales of
electricity.
|
The amount of revenue attributable to
electricity sales divided by the total revenue generated by the
Company's portfolio, expressed as a percentage.
|
Total Revenue
|
Total net income of the Company's
investment portfolio.
|
A measure to outline the total
revenue of the portfolio on per MW basis.
|
Total income of the Company's
portfolio owned for the Period.
|
EBITDA
|
The Company's portfolio earnings
before deducting interest, taxes, depreciation, and
amortisation.
|
A measure to outline the operating
profit of the Company's portfolio.
|
Total Revenue minus portfolio
operating costs and fund operating costs.
|
PPA Revenue
|
Revenue generated through
PPAs.
|
A measure to outline the revenue
earned by the portfolio from power sales.
|
Total revenue from all power price
sales during the Period from the Company's portfolio.
|
Regulated Revenue
|
Revenue generated from the sale of
FiTs and ROCs.
|
A measure to outline the revenue
earned by the portfolio from government subsidies.
|
Total revenue from all subsidy income
earned during the Period from the Company's portfolio.
|
Ongoing charges ratio
|
The recurring costs that the
Company and BR1 has incurred during the Period excluding
performance fees and one off legal and professional fees expressed
as a percentage of the Company's average NAV for the
Period.
|
A measure of the minimum gross
profit that the Company needs to produce to make a positive return
for Shareholders.
|
Calculated in accordance with the AIC
methodology detailed in the table below.
|
Weighted Average Life
|
The average operational life of the
Company's portfolio.
|
A measure of the Company's progress
in extending the life of its portfolio beyond the end of the
subsidy regime in 2036.
|
The sum of the product of each
plant's operational capacity in MW and the plant's expected life
divided by the total portfolio capacity in MW.
|
Directors' Valuation
|
The gross value of the SPV
Investments held by BR1, including their holding companies minus
Project level debt.
|
An estimate of the sum that would
be realised if the Company's portfolio was sold on a willing buyer,
willing seller basis.
|
A reconciliation of the Directors'
Valuation to Financial assets at fair value through profit and loss
is shown in Note 7 of the financial statements.
|
Gross Asset Value
|
The Market Value of all Assets
within the Company.
|
A measure of the total value of the
Company's Assets.
|
The total assets attributable to
Ordinary Shares on the Statement of Financial Position.
|
Total Outstanding Debt
|
The total outstanding balances of
all debt held within the Company and its subsidiaries.
|
A measure that is used to establish
the Company's level of gearing.
|
The sum of the Sterling equivalent
values of all loans held within the Company.
|
Ongoing Charges
|
Six
month Period to 31 December 2024
|
|
The Company
|
BR1
|
Total
|
|
£'000
|
£'000
|
£'000
|
Fees to Investment Adviser
|
307
|
2,624
|
2,931
|
Legal and professional
fees*
|
115
|
10
|
125
|
Administration fees
|
223
|
-
|
223
|
Directors' remuneration
|
178
|
7
|
185
|
Audit fees
|
60
|
9
|
69
|
Other ongoing expenses
|
107
|
194
|
301
|
|
|
|
|
Total ongoing expenses
|
990
|
2,844
|
3,834
|
|
|
|
|
Average NAV
|
|
|
760,304,904
|
|
|
|
|
Annualised Ongoing Charges (using AIC
methodology)
|
1.01%
|
* Includes non-audit fee (interim
review)