RNS Number : 6185Y
Bluefield Solar Income Fund Limited
27 February 2025
 

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)%


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


 

 

31 December 2024

 

31 December 2023

 


 

 

£'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

 Â£40.4m

Market Capitalisation as at 31 December 2024

 Â£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


 Â£'000

 Â£'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)

 

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