TIDMFSFL
Foresight Solar Fund Limited ("FSFL" "The Company")
Audited Half Year Results to 30 June 2014 & Initial Dividend
Announcement 20 August 2014
Net Asset Value GBP155.43m
Net Asset Value per Share 103.62p
Dividend GBP4.5m
Dividend per Share 3 pence
Highlights
-- GBP150m of equity capital raised (before expenses) through an issue of
150,000,000 shares at Initial Public Offering (IPO) in October 2013.
-- IPO proceeds used to acquire 111MW of operational UK solar capacity
comprising seven individual utility scale assets.
-- In accordance with the strategy set out at IPO, the Company, already the
largest dedicated UK listed solar investment company, will grow to 185MW
of UK solar generating capacity through the agreed acquisition, when
operational, of the Kencot and Bournemouth plants, totalling 74MW. These
two acquisitions will be financed utilising a GBP100m bank facility
previously announced in May 2014.
-- Further equity capital raises envisaged as assets secured utilising the
GBP100m acquisition facility become operational.
-- Interim dividend of 3 pence per share, in line with the objective
announced at the time of the IPO. The Company confirms its intent to
deliver a target dividend of 6 pence per ordinary share in respect of its
first financial year.
-- Strong pipeline of assets for further growth of the Company whilst
maintaining the lowest risk approach to the sector avoiding blind pool,
development, construction and subsidy risk in its acquisition of assets.
Commenting on today's results, Alexander Ohlsson, Chairman of Foresight
Solar Fund Limited, said:
"The Board and Foresight Group CI Limited, the Investment Manager,
believe that strong progress has been made in maintaining the Company's
position on the UK listed market as the largest solar specific renewable
infrastructure company. This position is expected to strengthen further
once the exchanged contracts to acquire the Kencot and Bournemouth
plants complete. Together this will lead to a combined enterprise value
of GBP250 million for the Company. This growth in scale gives us
confidence in further achieving the original objectives of the Company."
Dividend Timetable
Ex-dividend Date 27th August 2014
Record Date 29th August 2014
Payment Date 30th September 2014
For further information please contact:
Sarah Cole scole@foresightgroup.eu 0203 667 8154
Details of the conference call for analysts
A conference call for analysts will be held at 10am on 20 August 2014.
To register for the call please contact Malcolm Robertson at Citigate
Dewe Rogerson Malcolm.Robertson@citigatedr.co.uk or by phone: 0207 638
9571.
Foresight Solar Fund Limited (FSFL) Half-Yearly Results to 30 June 2014
Financial Highlights
For the period 13 August 2013 to 30 June 2014
-- Foresight Solar Fund Limited ("The Company") is a leading listed
renewable infrastructure company investing in ground based, operational
solar power plants, predominantly in the UK.
-- Net Asset Value per ordinary share of 103.6p at 30 June 2014, compared to
98p at Initial Public Offering ("IPO") a 5.7% increase. The basis of
investment valuation is a Discounted Cash Flow forecast ("DCF"). A
weighted average discount rate of 8.0% has been used.
-- Contracts exchanged on Kencot and Bournemouth assets, with grid
connections anticipated in Q3/Q4 2014.
-- Interim dividend of 3.0 pence per share approved on 19 August 2014 in
relation to the period to 30 June 2014.
-- Further equity capital raises envisaged as assets secured utilising a
GBP100m acquisition facility become operational.
-- The Company's 111MW, seven asset UK solar portfolio is fully operational.
Two of the seven assets have not yet reached financial completion.
-- 9 committed assets in total with capacity of 185MW expected to be fully
operational in Q3/Q4 2014.
-- The Company maintains the lowest risk approach to the sector taking no
blind pool, development, construction or subsidy risk in its acquisition
of assets.
-- Profit for the period was GBP8.088 million and earnings per share were
5.39 pence
Corporate Summary, Investment Objective and Dividends
Corporate Summary
Foresight Solar Fund Limited is a closed-end company with an indefinite
life, incorporated in Jersey under The Companies Law 1991 (Jersey), as
amended, on 13 August 2013, with registered number 113721.
The Company has a single class of 150,000,000 Ordinary Shares in issue
of nil par value which are listed on the premium segment of the Official
List and traded on the London Stock Exchange's Main Market.
The Company's shareholders include a substantial number of blue-chip
institutional investors.
Investment Objective
The Company seeks to provide investors with a sustainable dividend,
linked to the Retail Price Index ("RPI") together with the potential for
capital growth over the long-term by investing in a diversified
portfolio of predominantly UK ground based solar assets.
Investments outside the UK, and assets which are still under
construction when acquired, will be limited to 25 percent of the gross
asset value of the Company, calculated at the time of investment.
The Company is managed by an experienced team from Foresight Group, an
independent infrastructure and private equity investment management firm,
overseen by a strong, experienced and majority independent Board.
Dividends
The Company intends to target a 6p annual dividend per Ordinary Share
from 1 January 2014 which is expected to increase in line with inflation
annually thereafter, together with a target unlevered Internal Rate of
Return ("IRR") of between 7-8%, net of all fees and expenses. Dividends
on the Ordinary Shares are expected to be paid twice a year, in equal
instalments, normally in respect of the 6 months to 30 June and 31
December. The first dividend of 3 pence per Ordinary Share for the
period under review was declared on 19 August 2014 and will be paid on
30 September 2014.
Chairman's Statement
For the period 13 August 2013 to 30 June 2014
"The Board and Foresight Group CI Limited, the Investment Manager,
believe that strong progress has been made in maintaining the Company's
position on the UK listed market as the largest solar specific renewable
infrastructure company. This position is expected to strengthen further
once the exchanged contracts to acquire the Kencot and Bournemouth
plants complete. Together this will lead to a combined enterprise value
of GBP250 million for the Company. This growth in scale gives us
confidence in further achieving the original objectives of the Company."
Results
I am pleased to be able to report strong progress in the formation of
the Company's portfolio of solar investments, both before and following
the period end, which is more fully described in the Investment
Manager's Report. The Placing and Offer for Subscription pursuant to the
Prospectus published by Foresight Solar Fund Limited on 20 September
2013 ("the Placing & Offer") proved attractive to investors with
GBP150,000,000 having been raised at the time the ordinary shares listed
on 29 October 2013.
The net asset value per Ordinary Share increased to 103.62p at 30 June
2014 from 98.0p per Ordinary Share at launch on 29 October 2013. The
performance of the underlying portfolio is more fully described in the
Investment Manager's Report.
Dividend Policy
As noted in the Prospectus published on 20 September 2013 and subject to
market conditions, the Company's performance, financial position and
financial outlook, it is the Directors' intention to pay a sustainable
and RPI-linked level of dividend income to Shareholders on a semi-annual
basis. Whilst not forming part of its Investment Policy, the Company
targeted the payment of an initial annual dividend of 6p per Share from
the year commencing 1 January 2014. Given the nature of the Company's
income streams, the Directors anticipate being able to increase the
annual dividend in line with RPI for the period commencing 1 January
2015.
I am pleased to announce that, as targeted in the Prospectus, the first
interim dividend of 3p per Ordinary Share will be paid on 30 September
2014 in respect of the period from 1 January 2014 to 30 June 2014. The
dividend will have a record date of 29 August 2014 and an ex- dividend
date of 27 August 2014. The second interim dividend of 3p per Ordinary
Share is targeted to be paid in March 2015 in respect of the period from
1 July 2014 to 31 December 2014.
The target dividend should not be taken as an indication of the
Company's expected future performance or results.
Share Issues
During the period from incorporation on 13 August 2013 to 30 June 2014,
the Board allotted 150,000,000 Ordinary Shares at a nil par value of
100.0p per share.
Valuation Policy
Investments held by the Company have been valued in accordance with IAS
39 and IFRS 13, using Discounted Cash Flow principles. The portfolio
valuations are prepared by Foresight Group, reviewed and approved by the
Board quarterly and subject to audit at least annually.
Outlook
The Board and Foresight Group is encouraged that all of the GBP100m
acquisition facility, secured through Royal Bank of Canada, Royal Bank
of Scotland and Santander, has been fully committed against two
significant solar projects.
Although the Government has confirmed changes to the Renewable
Obligations ("RO") incentive from March 2015, the Board and Investment
Manager both believe that a combination of the investments made to date
and the pipeline of potential opportunities currently being considered
will continue to provide attractive returns together with the associated
benefits of scale to shareholders over the longer term.
Alexander Ohlsson Chairman
19 August 2014
Investment Portfolio
Acquired:
Grid
connection Solar Construction
Asset Location MW ROCs date panels Hectares part y
Wymeswold Leicestershire 32.2 2.0 March 2013 134,000 78 Lark Energy
Castle
Eaton Wiltshire 17.8 1.6 March 2014 60,000 40 SunEdison
Chelmsford,
Highfields Essex 12.2 1.6 March 2014 40,000 37 SunEdison
High Penn Wiltshire 9.6 1.6 March 2014 34,000 30 SunEdison
Pitworthy North Devon 15.6 1.4 April 2014 49,000 44 SunEdison
Operational, awaiting financial completion
Solar Construction
Asset Location MW ROCs Grid connection date panels Hectares party
Spriggs March 2014 Bester
Farm Essex 12.0 1.6 (accre dit at ion received) 50,000 31 Generation
Hunters West
Race Sussex 10.7 1.4 July 2014 41,000 12 Hareon Solar
Under construction, awaiting financial completion (expected
acquisition):
Grid
connection Solar Construction
Asset Location MW ROCs date panels Hectares party
Kencot Oxfordshire 37.0 1.4 Q3/4 2014 144,000 52 Conergy
Bournemouth Dorset 37.0 1.4 Q3/4 2014 146,000 77 Goldbeck
Investment Manager's Report
For the period 13 August 2013 to 30 June 2014
Foresight Group - The Investment Manager
Formed in 1984, Foresight's track record was initially built by focusing
on unquoted investments in the UK. As we have grown, our investment
approach has since evolved to encompass private equity, infrastructure
and environmental investments in the UK, US and Italy.
Foresight is now a leading infrastructure and private equity Investment
Manager wholly owned by its Partners. Foresight manage nine dedicated
Solar Funds valued at over GBP775 million including over 154MW of
existing operational capacity in the UK. The Solar team has been active
since 2007 and consists of 22 investment professionals.
With current assets under management of over GBP1.2 billion, raised from
pension funds and other institutional investors, UK and international
private and high net-worth individuals and family offices, Foresight
strives to deliver strong, risk-adjusted, returns to its investors.
Foresight's head office is located in The Shard at London Bridge with
satellite offices in Rome and San Francisco.
The Company
The Company's IPO on 24 October 2013 raised GBP150 million, creating the
largest dedicated solar investment company listed in the UK at this
time. The Company has maintained its strategy of taking no development,
construction or subsidy risk in the acquisition of assets while fully
allocating its IPO proceeds across seven fully operational UK assets
with a combined capacity of 111MW.
The acquisition of two of these assets, Hunters Race and Spriggs Farm,
has not yet been recognised in the financial statements. The vendors
have entered into sale agreements contingent on certain conditions being
met, including ROC accreditation being received. It is the prudent
policy of the Company not to recognise acquisition, or revenue
generation, of assets until this accreditation is achieved.
On 19 May 2014, the Company entered into a GBP100 million debt
acquisition facility. This facility will be drawn to fund the further
binding agreements entered into for the large scale Kencot and
Bournemouth assets which will see the Company reach 185MWs of total
capacity later in 2014. It is expected that the facility will be repaid
through a combination of excess dividend cover and further equity
issuance (when the assets are operational) and/or refinancing with a
long-term debt facility.
Following the completion of the acquisition of Kencot and Bournemouth,
the Company will own and manage three of the UK's largest operational
solar power plants.
Investment Portfolio
IPO proceeds used to acquire 111MW of operational UK solar capacity
comprising seven individual utility scale assets. These assets have been,
or will be, wholly acquired at attractive pricing and offer manufacturer
and geographical diversification within the portfolio.
Crucially, the portfolio has been designed to deliver the target return
profile without taking unnecessary risk. This is defined as the
avoidance of construction risk, which, in itself, can be managed
depending on the balance sheet strength of the construction contractor.
More difficult to manage is the risk of failing to meet the 31 March ROC
subsidy deadline which, in 2015, is a cliff-edge deadline given the
acceleration of the Contracts for Difference ("CfD") mechanism for
projects greater than 5MWs after this date.
Projects are not presently sustainable under this scenario as there is
no certainty that assets will be eligible for CfDs or that contractors
will be able to refund the construction finance.
Foresight have deliberately set out to execute a low risk strategy of
avoiding construction and subsidy risk and have negotiated these terms
accordingly with large and experienced contractors. This avoids
unnecessary risk exposure for shareholders.
Portfolio Performance
The Company does not take construction or subsidy
qualification/accreditation risk and although revenue will accrue to the
investment companies from connection, this will not be recognised until
financial completion of the acquisition. We expect this to happen for
each asset soon after subsidy qualification/accreditation is received.
We believe this prudent recognition approach mirrors the risk profile of
the Company although it does mean that the NAV calculation will only
reflect accrued benefits at this completion date when an acquisition has
occurred during the period.
In general, operational performance of the assets has been strong,
achieving higher than anticipated returns. This is despite poorer than
expected weather conditions during the first six months of the year. The
Wymeswold asset has produced 2.4% over and above base case forecasts
while irradiance has been 2.2% lower than expectations over the same
period. The difference is due to operational efficiencies achieved by
our in-house technical team. We do not expect short-term fluctuations in
power generation to affect the medium to long-term forecasts.
The focus of the period under review was deployment of the IPO proceeds
into a strong operational asset base. The Wymeswold asset is the only
asset that has been under our operational management for a significant
proportion of the period and therefore providing details of operational
performance across the whole portfolio would be less directly relevant
for the Company at this time.
Investment performance
The NAV at launch was 98p per share. The NAV per share as at 30 June
2014 had grown to 103.6p. The increase is driven by energy generation
and increases in asset valuation above the cost of the investment.
Valuation of the Portfolio
The Investment Manager is responsible for providing fair market
valuations of the Company's assets to the Directors. The Directors
review and approve these valuations following appropriate challenge and
examination. Valuations are carried out quarterly.
The current portfolio consists of non-market traded investments and
valuations are based on a Discounted Cash Flow methodology. This
methodology adheres to IAS 39 and IFRS 13.
It is the policy of the Investment Manager to value with reference to
DCF immediately following acquisition. This is partly due to the long
periods between agreeing an acquisition price and financial completion
of the acquisition. Quite often this delay incorporates construction as
well as time spent applying for, and achieving ROC accreditation, which
the Company's acquisition of assets is contingent on. Whilst revenues
generally accrue for the benefit of the purchaser, revenues accrued do
not form part of the DCF calculation when making a fair and proper
valuation until ROC accreditation is achieved.
A broad range of assumptions are used in our valuation models. These
assumptions are based on long-term forecasts and are not affected by
short-term fluctuations in inputs, be it economic or technical.
Valuation Sensitivities
Where possible, assumptions are based on observable market and technical
data. In many cases, such as the forward power price, we make use of
external professional advisors to provide reliable and evidenced
information while often applying a more prudent approach to that of our
information providers. We have set out below the inputs we have
ascertained would have a material effect upon the NAV should they be
flexed. The following information assumes the relevant input is flexed
over the entire useful life of the assets. All sensitivities are
calculated independently of each other.
Discount Rate
- 0.5% - 0.25% Base + 0.25% + 0.5%
Directors' valuation (GBPm) 160.65 158.00 155.43 152.95 150.54
NAV per share (GBP) 1.071 1.053 1.036 1.020 1.004
Energy Yield
P10 (10 year) Base P90 (10 year)
Directors' valuation (GBPm) 158.97 155.43 151.71
NAV per share (GBP) 1.060 1.036 1.011
Power Price
+20% +10% Base -10% -20%
Directors' valuation 168.86 162.39 155.43 148.09 140.76
NAV per share (GBP) 1.126 1.083 1.036 0.987 0.938
Inflation
- 1% + 0.5% Base - 0.5% + 1%
Directors' valuation (GBPm) 156.50 155.97 155.43 154.86 154.30
NAV per share (GBP) 1.043 1.040 1.036 1.032 1.029
Operating costs (investment level)
- 10% - 5% Base + 5% + 10%
Directors' valuation (GBPm) 156.43 155.93 155.43 154.91 154.39
NAV per share (GBP) 1.043 1.040 1.036 1.033 1.029
Financial Results
The Company has prepared financial statements for the Interim Period
from incorporation to 30 June 2014. No meaningful activities took place
between incorporation and IPO. The first full accounting period of the
Company ends 31 December 2014.
As at 30 June 2014, the NAV of the Fund was GBP155.43 million or
GBP1.036 per share issued, an increase of 5.7% on the Launch NAV. Profit
before tax for the period was GBP8,087,934 and earnings per share were
5.39 pence.
The Directors have satisfied themselves with the valuation methodology
including the underlying assumptions used to approve the portfolio
valuation. Since inception, the Company has confirmed its intent to
deliver its target dividend of 6p per ordinary share in respect of its
first financial period. Strong underlying asset performance and
attractive pricing gives the Directors comfort that target distribution
levels will be met while maintaining capital in real terms.
Financing
The proposed acquisition facility outlined in the IPO Prospectus reached
financial close within the period for a total facility size of GBP100
million. This facility will be drawn to fund the future acquisition of
operational UK solar power plants. It is expected that the facility will
be repaid through utilisation of one or more of; excess dividend cover,
further equity issuance and/or refinancing with a long-term debt
facility.
The providers of the facility are RBC, RBS and Santander.
The first asset which will be formally acquired by the Company utilising
this debt facility is expected to be the 37MW Kencot asset which is
currently under construction.
The Articles provide that gearing, calculated as borrowings as a
percentage of the Company's Gross Asset Value will not exceed 50% at the
time of drawdown. It is intended that there will be no borrowings at the
level of each investment. It is the Board's current intention that
gearing, calculated as borrowings as a percentage of the Company's Gross
Asset Value, will not exceed 40 percent at the time of drawdown.
Risk Management
Reliance is placed on the internal systems and controls of external
service providers such as the Administrator and the Investment Manager
in order to effectively manage risk across the portfolio. The
identification, quantification and management of risk are central to the
role of the Investment Manager who, for this purpose, categorises risk
as follows:
Day to Day Risk Management
-- Monitoring performance of contractors
-- Promoting safe, compliant and reliable operating
environments
-- Levels of solar irradiation
-- Insurance
-- Land and property, including lease negotiations
-- Environmental, including health and safety concerns
-- Technology (supplier, warranties and quality)
Business and Strategic Risk
Management -- Integration of risk management into key business
processes such as acquisition identification,
performance management, resource allocation
-- Economic factors including power prices, interest
rates and inflation
-- Political factors including tax and energy subsidy
legislation
-- Financial and technical reporting accuracy and
timeliness
Corporate Oversight and -- The Board provide oversight to identify and mitigate
Governance significant risks. The Board
-- are responsible for monitoring the
-- Company's reliance on professional advisors
-- Conflicts of Interest
-- Performance against financial objectives
Outlook
The first asset which will be formally acquired by the Company utilising
the acquisition facility is expected to be the 37MW Kencot asset which
is currently under construction. Reflecting the Company's preferred risk
profile of acquiring only operating assets, Kencot is expected to become
operational in Q3/Q4 2014 and will qualify under the 1.4 ROC rate.
Kencot further demonstrates the Investment Manager's ability to source
large scale solar assets at prices that deliver on the return
proposition of the Company.
The Bournemouth asset, also in construction, will be acquired on a
similar basis to Kencot and is also expected to become operational in
Q3/Q4 2014.
A pipeline of additional 1.4 ROC assets that will be connected before 31
March 2015 is being pursued on behalf of the Company. The ROC regime is
due to end for UK solar assets over 5MWs in size in March 2015 and will
be replaced by a CfD mechanism. We have started, and will continue, to
work with developers to facilitate their participation in the CfD
auction process to lock-in subsidies and to put the Company in the best
position to secure assets under the CfD regime going forward. At the
same time, we have confidence that the secondary market in ROC (and
Feed-in-Tariff) assets will remain strong. We also expect portfolios of
up to 5MW ROC assets to deliver significant pipeline volume going
forward.
Foresight Group CI Limited
Investment Manager
19 August 2014
Statement of Directors' Responsibilities
The Directors of Foresight Solar Fund Limited (the "Directors") have
accepted responsibility for the preparation of these non-statutory
accounts for the period ended 30 June 2014 which are intended by them to
give a true and fair view of the state of affairs of the Company and of
the profit or loss for that period. They have decided to prepare the
non-statutory accounts in accordance with International Financial
Reporting Standards ("IFRS") as adopted by the European Union ("EU").
In preparing these non-statutory accounts, the Directors have:
-- selected suitable accounting policies and applied them consistently;
-- made judgements and estimates that are reasonable and prudent;
-- stated whether they have been prepared in accordance with IFRS as adopted
by the EU; and
-- prepared the non-statutory accounts on the going concern basis as they
believe that the Company will continue in business.
The Directors have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Company and to
prevent and detect fraud and other irregularities.
For and on behalf of the Board
Alexander Ohlsson
Chairman
19 August 2014
Directors
The Directors, who are non-executive and, other than Mr Dicks,
independent of the investment manager and Foresight Group CI Limited,
are responsible for the determination of the investment policy of the
Company, have overall responsibility for the Company's activities
including its investment activities and for reviewing the performance
of the Company's portfolio. The Directors are as follows:
Alexander Ohlsson (Chairman)
Mr Ohlsson is managing partner for the law firm Carey Olsen in Jersey.
He is recognised as a leading expert in corporate and finance law in
Jersey and is regularly instructed by leading global law firms and
financial institutions. He is the independent chairman of the States of
Jersey's audit committee and an Advisory Board member of Jersey Finance,
Jersey's promotional body. He is also a member of the Financial and
Commercial Law Sub-Committee of the Jersey Law Society which reviews as
well as initiates proposals for legislative changes. He was educated at
Victoria College Jersey and at Queens' College, Cambridge, where he
obtained an MA (Hons) in law. He has also been an Advocate of the Royal
Court of Jersey since 1995.
Mr Ohlsson was appointed as a non-executive Director and Chairman on 16
August 2013.
Christopher Ambler
Mr Ambler has been the Chief Executive of Jersey Electricity plc since 1
October 2008. He previously held various senior positions in the global
industrial, energy and materials sectors working for major corporations,
such as ICI/Zeneca, the BOC Group and Centrica/British Gas as well as in
strategic consulting roles. Mr Ambler is a Chartered Engineer and a
Member of the Institution of Mechanical Engineers. He holds a first
class Honours Degree from Queens' College Cambridge and an MBA from
INSEAD.
Mr Ambler was appointed as a non-executive Director on 16 August 2013.
Peter Dicks
Mr Dicks is currently a director of a number of quoted and unquoted
companies. In addition, he was the Chairman of Foresight VCT plc and
Foresight 2 VCT plc from their launch in 1997 and 2004 respectively
until 2009 and since then he has continued to serve on both of these
boards. He is also on the Board of Foresight 3 VCT plc, Foresight 4 VCT
plc, Graphite Enterprise Trust plc and Mears Group plc. He is also
Chairman of Unicorn AIM VCT plc and Private Equity Investor plc.
Mr Dicks was appointed as a non-executive Director on 16 August 2013.
Environmental and Social Governance
The Company invests in solar farms. The environmental benefits received
through the production of renewable energy are widely published.
Further to the obvious environmental advantages of large scale renewable
energy each investment is closely scrutinised for localised
environmental impact. Where improvements can be made we will work with
planning and local authorities to minimise the visual and auditory
impact of sites.
Foresight Group is a signatory to the United Nations Principles for
Responsible Investing ("UNPRI"). The UNPRI is a global, collaborative
network of investors established in 2006.
It is the intention of the Investment Manager to appoint a health and
safety consultant to review all portfolio assets to ensure they not only
meet but outclass industry and legal standards. The Kent Wildlife Trust
has also been appointed to review site operations across the UK with the
aim of minimising the impact all our sites may have on local wildlife.
Independent Auditor's Report to Foresight Solar Fund
We have audited the non-statutory accounts of Foresight Solar Fund for
the period ended 30 June 2014 set out on pages 11 to 28. These
non-statutory accounts have been prepared for the reasons set out in
note 2.1 to the non-statutory accounts and on the basis of the financial
reporting framework of International Financial Reporting Standards
(IFRSs) as adopted by the EU.
Our report has been prepared for the Company solely in connection with
these interim accounts. It has been released to the Company on the basis
that our report shall not be copied, referred to or disclosed, in whole
(save for the Company's own internal purposes) or in part, without our
prior written consent.
Our report was designed to meet the agreed requirements of the Company
determined by the Company's needs at the time. Our report should not
therefore be regarded as suitable to be used or relied on by any party
wishing to acquire rights against us other than the Company for any
purpose or in any context. Any party other than the Company who obtains
access to our report or a copy and chooses to rely on our report (or any
part of it) will do so at its own risk. To the fullest extent permitted
by law, KPMG LLP will accept no responsibility or liability in respect
of our report to any other party.
Respective responsibilities of directors and auditor
As explained more fully in the Directors' Responsibilities Statement set
out on page 9, the directors are responsible for the preparation of the
non-statutory accounts, which are intended by them to give a true and
fair view. Our responsibility is to audit, and express an opinion on,
the non-statutory accounts in accordance with the terms of our
engagement letter dated 8 August 2014 and International Standards on
Auditing (UK and Ireland). Those standards require us to comply with the
Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the non-statutory accounts
An audit involves obtaining evidence about the amounts and disclosures
in the non-statutory accounts sufficient to give reasonable assurance
that the non-statutory accounts are free from material misstatement,
whether caused by fraud or error. This includes an assessment of:
whether the accounting policies are appropriate to the entity's
circumstances and have been consistently applied and adequately
disclosed; the reasonableness of significant accounting estimates made
by the directors; and the overall presentation of the non-statutory
accounts.
In addition we read all the financial and non-financial information in
the interim accounts to identify material inconsistencies with the
audited non-statutory accounts and to identify any information that is
apparently materially incorrect based on, or materially inconsistent
with, the knowledge acquired by us in the course of performing the
audit. If we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
Opinion on non-statutory accounts
In our opinion the non-statutory accounts:
-- give a true and fair view of the state of the Company's affairs as at 30
June 2014 and of its profit for the period then ended; and
-- have been properly prepared in accordance with IFRSs as adopted by the
EU.
Gareth Horner (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
Canary Wharf
London E14 5GL
19 August 2014
Interim Consolidated Statement of Comprehensive
Income
For the period 13 August 2013 to 30 June 2014
Period 13 August
2013 to 30 June
2014
Notes GBP
Continuing operations
Revenue
Interest revenue 4 2.125.602
Gains on investments at fair value through profit
or loss 16 9.851.155
Total revenue 11.976.757
Expenditure
Finance costs 5 (2.064.105)
Management fees 6 (1.038.463)
Administration and accountancy expenses 7 (110.373)
Launch costs 8 (339.044)
Directors' fees 9 (109.247)
Other expenses 10 (227.592)
Total expenditure (3.888.824)
Profit before tax for the period 8.087.933
Taxation 11 -
Profit and total comprehensive income for the
period. 8.087.933
Earnings per Ordinary Share (pence per share) 12 5,39
All items above arise from continuing operations, there have been no
discontinuing operations during the period.
The accompanying notes on pages 15 to 28 form an integral part of these
interim Financial Statements.
Interim Consolidated Statement of Financial Position
As at 30 June 2014
30 June 2014
Notes GBP
Assets
Non-current assets
Investments held at fair value through profit or loss 16 124.794.372
Total non-current assets 124.794.372
Current assets
Trade and other receivables 13 1.299.100
Cash and cash equivalents 14 32.393.888
Total current assets 33.692.988
Total assets 158.487.360
Equity
Retained earnings 8.087.933
Stated capital 18 147.339.044
Total equity 155.426.977
Liabilities
Non-current liabilities
Long-term borrowings 21 2.100.000
Total non-current liabilities 2.100.000
Current liabilities
Trade and other payables 15 960.383
Total current liabilities 960.383
Total liabilities 3.060.383
Total Equity and Liabilities 158.487.360
Net Asset Value ("NAV") per Ordinary Share (GBP) 19 1,04
The interim Financial Statements on pages 11 to 28 were approved by the
Board of Directors and signed on its behalf on 19 August 2014 by:
Christopher Ambler
Director
The accompanying notes on pages 15 to 28 form an integral part of these
interim Financial Statements.
Interim Consolidated
Statement of Changes in
Equity
For the period 13 August 2013
to 30 June 2014
Stated Retained
Capital Earnings Total
Notes GBP GBP GBP
Balance as at 13 August 2013 - - -
Total comprehensive income
for the period:
Profit for
the period - 8.087.933 8.087.933
Transactions with owners,
recognised directly in
equity:
Issue of Ordinary Shares 18 150.000.000 150.000.000
Capitalised
issue costs 18 (2.660.956) - (2.660.956)
Balance as at 30 June 2014 147.339.044 8.087.933 155.426.977
The accompanying notes on pages 15 to 28 form an integral part of these
interim Financial Statements.
Interim Consolidated Statement of Cash
Flows
For the period 13 August 2013 to 30
June 2014
Period 13 August 2013 to 30 June
2014
GBP
8.087.933
Adjustments for:
Unrealised gains on investments (9.851.155)
Financing income (263.700)
Investment income (1.857.618)
Finance costs 2.064.105
Tax expense -
Operating cash flows before movements
in working capital (1.820.435)
Decrease/(increase) in trade and other
receivables (7.245)
(Decrease)/increase in trade and other
payables 662.178
Net cash outflow from operating
activities (1.165.502)
Investing activities
Advances for future investments (276.077)
Acquisition of subsidiaries (114.943.217)
Investment income 1.135.211
Net cash outflow from investing
activities (114.084.083)
Financing activities
Finance costs paid (1.765.900)
Bank facility drawn down 2.100.000
Net excess launch costs paid (29.671)
Capitalised issue costs paid (2.660.956)
Proceeds from issues of shares 150.000.000
Net cash inflow from financing 147.643.473
activities
Net increase in cash and cash 32.393.888
equivalents
Cash and cash equivalents at beginning -
of period
Effects of foreign exchange rates -
Cash and cash equivalents at end of 32.393.888
period
The accompanying notes on pages 15 to 28 form an integral part of these
interim Financial Statements.
Notes to the Interim Consolidated Financial Statements
For the period 13 August 2013 to 30 June 2014
1 Company information
Foresight Solar Fund Limited (the "Company") is a closed-ended company
with an indefinite life and was incorporated in Jersey under the
Companies Law (Jersey) 1991, as amended, on 13 August 2013, with
registered number 113721. The address of the registered office is shown
on page 29.
The principal activity of the Company and its special purpose vehicles
("SPVs") (together "the Group") is investing in operational UK ground
based solar power plants.
The Company has one investment, Foresight Solar (UK Hold Co) Limited
("UK Hold Co"). UK Hold Co invests in further holding companies (the
SPVs) which then invest in the underlying investments. The Company
ultimately has serveral investments which is in accordance with IFRS 10.
See note 2.5 for details on the subsidiaries.
2 Summary of significant accounting policies
The principal accounting policies applied in the preparation of these
interim consolidated Financial Statements (the "Financial Statements")
are set out below.
2.1 Basis of preparation
The Financial Statements of the Group have been prepared in accordance
with International Financial Reporting Standards as adopted by the
European Union ("IFRS") which comprise standards and interpretations
issued by the International Accounting Standards Board ("IASB"), and
International Accounting Standards and Standing Interpretations approved
by the International Financial Reporting Interpretation Committee that
remain in effect and to the extent they have been adopted by the
European Union. The Financial Statements have been prepared on the
historical cost convention as modified for the measurement of certain
financial instruments at fair value through profit or loss and in
accordance with the provisions of the Companies (Jersey) Law 1991.
The preparation of Financial Statements in conformity with IFRS requires
the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the
Group's accounting policies. The estimates and associated assumptions
are based on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results of which
form the basis of making judgments about the carrying value of assets
and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates and underlying assumptions are
reviewed on an ongoing basis. Judgements made by management in the
application of IFRS that have a significant effect on the Financial
Statements and estimates with a significant risk of material adjustment
in the next year are disclosed in note 3.
2.2 Comparative information
There are no comparative figures within these Financial Statements as
there is no comparable comparative as defined in IAS 1 paragraph 38
given the Group was created on 13 August 2013.
2.3 Going concern
The Directors have considered the Group's cash flow projections for a
period of no less than twelve months from the date of approval of these
consolidated Financial Statements together with the Group's borrowing
facilities. These projections show that the Group will be able to meet
its liabilities as they fall due.
The Directors have therefore prepared the Financial Statements under the
going concern basis.
2.4 Changes in accounting policies and disclosures
Application of new and revised International Financial Reporting
Standards ("IFRSs")
As this is the Group's first period of preparing Financial Statements
there are no new/revised standards relevant to the Group which have been
adopted in the preparation of these Financial Statements given that
there are no comparative amounts as stated in note 2.2 above.
New and revised IFRSs in issue but not yet effective
The Group has chosen to early adopt the following standards and
interpretations in the preparation of the Financial Statements which
have a material impact on the Group:
-- Investment Entities' (Amendments to IFRS 10, IFRS 12
and IAS 27) (effective for accounting periods commencing on or after 1
January 2013, EU endorsement from 1 January 2014'). An exemption from
consolidation of subsidiaries is now provided under the amended IFRS 10
'Consolidated Financial Statements' for entities which meet the
definition of an 'investment entity'. Instead, investments in particular
subsidiaries can be measured at fair value through profit or loss in
accordance with IFRS 9 'Financial Instruments' or IAS 39 'Financial
Instruments: Recognition and Measurement'. See note 2.5 for further
details.
At the date of authorisation of these Financial Statements, the
following standards and interpretations, which have not been applied in
these Financial Statements, were in issue but not yet effective:
-- IFRS 9, 'Financial Instruments - Classification and Measurement'. There
is currently no mandatory effective date, however the IASB has
tentatively proposed effective accounting periods commencing on or after
1 January 2018.
-- Amendment to IAS 32 'Offsetting Financial Assets and Financial
Liabilities'. This amendment is effective for accounting periods
commencing on or after 1 January 2014.
-- At the date of approval of these Financial Statements, the following
standards and interpretations, which have not been applied, were in issue
but not yet effective and have not been applied by the Group:
-- Amendments to IFRS 7 and IFRS 9 'Mandatory Effective Date and Transition
Disclosures'. These amendments are effective for accounting periods
commencing on or after 1 January 2015.
These standards and interpretations will be adopted when they become
effective.
The Directors are currently assessing the impact of these standards and
interpretations on the Financial Statements and anticipate that the
adoption of the majority of these standards and interpretations in
future periods will not have a material impact on the Financial
Statements or results of the Company.
Notes to the Interim Consolidated Financial Statements (continued)
For the period 13 August 2013 to 30 June 2014
2 Summary of significant accounting policies (continued)
2.5 Consolidation
(a) Subsidiaries
All subsidiaries are entities over which the Group has control. The
Group controls an entity when the Group is exposed to, or has the rights
to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power over the entity.
The Company has elected the early adoption of IFRS 10 "Consolidated
Financial Statements" which relieves an entity that meets the definition
of an investment entity of the obligation to produce a consolidated set
of Financial Statements. The Company has been classified as an
investment entity for the purpose of consolidation requirements.
The Company has one investment, a 100% controlling interest in UK Hold
Co. UK Hold Co itself invests in holding companies (the SPVs) which then
invest into the underlying investments. The Company has consolidated its
holding in UK Hold Co for the purposes of these financial statements as
UK Hold Co provides investment related services to the Company therefore
UK Hold Co is viewed simply as an extension of the investment entity's
investing activities. The Company does not meet all the defined criteria
of an investment entity as the Company has only one investment, a 100%
controlling interest in UK Hold Co. However management deem that the
Company is nevertheless an investment entity as the remaining
requirements have been met and through UK Hold Co, there is a diverse
investment portfolio which will fulfil the criteria of having more than
one investment.
UK Hold Co has chosen to early adopt the amendment to IFRS 10
"Consolidated Financial Statements" discussed above. UK Hold Co does not
meet all the defined criteria of an investment entity as UK Hold Co is
100% owned by Foresight Solar Fund Limited. However management deem that
UK Hold Co is nevertheless an investment entity as the remaining
requirements have been met and the Company that holds 100% of the share
capital has a number of investors. Therefore, as noted above, together
the Company and UK Hold Co meet the requirements. The entity accounts
for subsidiaries at fair value through profit or loss in accordance with
IAS 39 "Financial Instruments: Recognition and Measurement". The
financial assets at fair value through profit or loss carried in the
Statement of Financial Position represents the Group's investments in
the SPVs as described above. See note 16 for details on the investments
held at fair value through profit or loss.
The Group applies the acquisition method to account for business
combinations. The consideration transferred for the acquisition of a
subsidiary is the fair values of the assets transferred, the liabilities
incurred to the former owners of the acquiree and the equity interests
issued by the Group. The consideration transferred includes the fair
value of any asset or liability resulting from a contingent
consideration arrangement. Identifiable assets acquired and liabilities
and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date. The
Group recognises any non-controlling interest in the acquiree on an
acquisition-by-acquisition basis, either at fair value or at the
non-controlling interest's proportionate share of the recognised amounts
of acquiree's identifiable net assets.
Acquisition costs of assets are capitalised on purchase of assets.
If the business combination is achieved in stages, the acquisition date
carrying value of the acquirer's previously held equity interest in the
acquiree is re-measured to fair value at the acquisition date; any gains
or losses arising from such re-measurement are recognised in profit or
loss.
Any contingent consideration to be transferred by the Group is
recognised at fair value at the acquisition date. Subsequent changes to
the fair value of the contingent consideration that is deemed to be an
asset or liability is recognised in accordance with IAS 39 either in
profit or loss or as a change to other comprehensive income. Contingent
consideration that is classified as equity is not re-measured, and its
subsequent settlement is accounted for within equity.
Inter-company transactions, balances and unrealised gains on
transactions between Group companies are eliminated. Unrealised losses
are also eliminated. When necessary amounts reported by subsidiaries
have been adjusted to conform with the Group's accounting policies.
Details of the subsidiary undertakings which the Company held as at 30
June 2014 are listed below:
Direct or
indirect Country of Principal Proportion
Name holding incorporation activity of shares and voting rights held
Foresight Solar (UK Holding
Hold Co) Limited Direct United Kingdom Company 100%
Wymeswold Solar Farm
Limited ("Wymeswold
Solar") Indirect United Kingdom SPV 100%
Castle Eaton Solar
Farm Limited
("Castle Eaton
Solar") Indirect United Kingdom SPV 100%
Pitsworthy Solar Farm
Limited ("Pitsworthy
Solar") Indirect United Kingdom SPV 100%
Highfields Solar Farm
Limited ("Highfields
Solar") Indirect United Kingdom SPV 100%
High Penn Solar Farm
Limited ("High Penn
Solar") Indirect United Kingdom SPV 100%
2.6 Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief
operating decision-maker, who is responsible for allocating resources
and assessing performance of the operating segments, has been identified
as the Board of Directors, as a whole. For management purposes, the
Group is organised into one main operating segment. All of the Group's
income derives from the United Kingdom and Jersey. All of the Group's
non-current assets are located in the United Kingdom.
2.7 Income
Income comprises interest income (bank interest and loan interest) and
dividend income. Interest income is recognised when it is probable that
the economic benefits will flow to the Group and the amount of revenue
can be measured reliably. Loan interest income is accrued on a time
basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts
estimated future cash receipts through the expected life of the
financial asset to that asset's net carrying amount on initial
recognition.
Dividend income is recognised on the date that the related investments
are marked ex-dividend. Dividends receivable on equity shares where no
ex- dividend date is quoted are brought into account when the Company's
right to receive payment is established.
Notes to the Interim Consolidated Financial Statements (continued) For
the period 13 August 2013 to 30 June 2014
2 Summary of significant accounting policies (continued)
2.8 Expenses
Operating expenses are the Group's costs incurred in connection with the
on-going management of the Company's investments and administrative
costs. Operating expenses are accounted for on an accruals basis.
The Group's management and administration fees, finance costs and all
other expenses are charged through the Consolidated Statement of
Comprehensive Income.
Acquisition costs of assets are capitalised on purchase of assets.
Costs directly relating to the issue of Ordinary Shares are charged to
the Group's special reserve.
2.9 Taxation
The Company is currently registered in Jersey. With effect from 1
January 2009, Jersey abolished the exempt company regime for existing
companies. Therefore, the Company is taxed at 0% for which it pays an
annual fee of GBP250.
UK Hold Co and the SPVs are UK registered companies and as such are
subject to corporation tax at the small profits rate of 20%.
Current tax arising in jurisdictions other than Jersey is based on
taxable profit for the period and is calculated using tax rates that
have been enacted or substantially enacted.
The tax currently payable is based on taxable profit for the year.
Taxable profit differs from net profit as reported in the Consolidated
Statement of Comprehensive Income because it excludes items of income
and expense that are taxable or deductible in other periods or that are
never taxable or deductible. The Group's liability for current tax is
calculated using tax rates that have been enacted by the year-end date.
Deferred tax is the tax arising on differences on the carrying amounts
of assets and liabilities in the Financial Statements and the
corresponding tax bases used in the computation of taxable profit, and
is accounted for using the liability method. Deferred tax liabilities
are generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable
that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are
not recognised if the temporary difference arises from goodwill or from
the initial recognition (other than in a business combination) of other
assets and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries, except where the
Group is able to control the reversal of the temporary difference and it
is probable that the temporary difference will not reverse in the near
future.
The carrying amount of deferred tax assets is reviewed at each year end
date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the
asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply
in the period when the liability is settled or the asset realised.
Deferred tax is charged or credited in the consolidated statement of
comprehensive income, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also
dealt with in equity.
2.10 Foreign currency translation
(a) Functional and presentational currency
The Directors consider the Group's functional currency to be Pounds
Sterling ("GBP") as this is the currency in which the majority of the
Group's assets and liabilities and significant transactions are
denominated. The Directors have selected GBP as the Group's presentation
currency.
(b) Transactions and balances
Transactions in currencies other than GBP are recorded at the rates of
exchange prevailing on the dates of the transactions. At each year-end
date, monetary assets and liabilities that are denominated in foreign
currencies are revalued at the rates prevailing at the year-end date.
Non-monetary assets and liabilities carried at fair value which are
denominated in foreign currencies are revalued at the rates prevailing
at the date when the fair value was determined. Gains and losses arising
on revaluation are recognised in the Consolidated Statement of
Comprehensive Income.
2.11 Financial assets
2.11.1 Classification
The Group classifies its financial assets in the following categories:
at fair value through profit or loss; and loans and receivables. The
classification depends on the nature and purpose for which the financial
assets and is determined at the time of initial recognition by
Management.
(a) Financial assets at fair value through profit or
loss
Financial assets at fair value through profit or loss comprise the
investments made in the SPVs. Assets in this category are classified as
current assets if they are expected to be settled within 12 months,
otherwise they are classified as non-current.
(b) Loans and receivables
These assets are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They
comprise trade and other receivables and cash and cash equivalents.
2.11.2 Recognition and measurement
Purchases and sales of financial assets are recognised on the trade-date
(the date on which the Group commits to purchase or sell the asset).
Investments are initially recognised at cost, being the fair value of
consideration given. It is the policy of the Investment Manager to value
with reference to discounted cash flows immediately following
acquisition. Investments treated as 'financial assets at fair value
through profit or loss' are subsequently measured at fair value. Loans
and receivables are initially recognised at fair value plus transaction
costs that are directly attributable to the acquisition, and
subsequently carried at amortised cost using the effective interest rate
method, less provision for impairment. The effect of discounting on
these financial assets is not considered to be material. Financial
assets (in whole or in part) are derecognised either:
-- when the Group has transferred substantially all
the risks and rewards of ownership; or
-- when it has neither transferred nor retained
substantially all the risks and rewards and when it no longer has
control over the assets or a portion of the asset; or
-- when the contractual right to receive cash flow
has expired.
Notes to the Interim Consolidated Financial Statements (continued) For
the period 13 August 2013 to 30 June 2014
2 Summary of significant accounting policies (continued)
2.11.2 Recognition and measurement (continued)
Fair value is defined as the amount for which an asset could be exchange
between knowledgeable willing parties in an arm's length transaction.
The Directors base the fair value of the investments based on
information received from the Investment Manager. The Investment
Manager's assessment of fair value of investments is determined in
accordance with IAS 39 and IFRS 13, using unlevered Discounted Cash Flow
principles (unless a more appropriate methodology is applied).
Gains or losses arising from changes in the fair value of the 'financial
assets at fair value through profit or loss' category are presented in
the Consolidated Statement of Comprehensive Income within 'other
gains/(losses) - net' in the period in which they arise. Dividend income
from financial assets at fair value through profit or loss is recognised
in the Consolidated Statement of Comprehensive Income as part of other
income when the Group's right to receive payments is established.
2.12 Financial liabilities
Financial liabilities consist of trade and other payables and bank
loans. The classification of financial liabilities at initial
recognition depends on the purpose for which the financial liability was
issued and its characteristics. All financial liabilities are initially
recognised at fair value net of transaction costs incurred. All
purchases of financial liabilities are recorded on trade date, being the
date on which the Group becomes party to the contractual requirements of
the financial liability. Unless otherwise indicated the carrying amounts
of the Group's financial liabilities approximate to their fair values.
The Group's financial liabilities consist of only financial liabilities
measure at amortised cost.
2.12.1 Financial
These include trade payables and other short-term monetary liabilities,
which are initially recognised at fair value and subsequently carried at
amortised cost using the effective interest rate method.
2.12.2
A financial liability (in whole or in part) is derecognised when the
Group has extinguished its contractual obligations, it expires or is
cancelled. Any gain or loss on derecognition is taken to the
Consolidated Statement of Comprehensive Income.
2.12.3 Bank
Interest-bearing bank loans and overdrafts are recorded at the proceeds
received, net of direct issue costs. Finance charges, including premiums
payable on settlement or redemption and direct issue costs, are
accounted for on an accruals basis in the Consolidated Statement of
Comprehensive Income using the effective interest rate method and are
added to the carrying amount of the instrument to the extent that they
are not settled in the period in which they arise.
2.13 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported
in the Statement of Financial Position when there is a legally
enforceable right to offset the recognised amounts and there is an
intention to settle on a net basis or realise the asset and settle the
liability simultaneously.
2.14 Impairment of financial assets
Assets carried at amortised cost
The Group assesses at the end of each reporting period whether there is
objective evidence that a financial asset or group of financial assets
is impaired. A financial asset or a group of financial assets is
impaired and impairment losses are incurred only if there is objective
evidence of impairment as a result of one or more events that occurred
after the initial recognition of the asset (a 'Loss Event') and that
Loss Event (or Events) has an impact on the estimated future cash flows
of the financial asset or group of financial assets that can be reliably
estimated.
Evidence of impairment may include indications that the debtors or a
group of debtors is experiencing significant financial difficulty,
default or delinquency in interest or principal payments, the
probability that they will enter bankruptcy or other financial
reorganisation, and where observable data indicate that there is a
measurable decrease in the estimated future cash flows, such as changes
in arrears or economic conditions that correlate with defaults.
For loans and receivables category, the amount of the loss is measured
as the difference between the asset's carrying amount and the present
value of estimated future cash flows (excluding future credit losses
that have not been incurred) discounted at the financial asset's
original effective interest rate. The carrying amount of the asset is
reduced and the amount of the loss is recognised in the Statement of
Comprehensive Income. If a loan or held-to-maturity investment has a
variable interest rate, the discount rate for measuring any impairment
loss is the current effective interest rate determined under the
contract. As a practical expedient, the Group may measure impairment on
the basis of an instrument's fair value using an observable market
price.
If, in a subsequent period, the amount of the impairment loss decreases
and the decrease can be related objectively to an event occurring after
the impairment was recognised (such as an improvement in the debtor's
credit rating), the reversal of the previously recognised impairment
loss is recognised in the Consolidated Statement of Comprehensive
Income.
2.15 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and
other short-term highly liquid investments with an original maturity of
three months or less that are readily convertible to a known amount of
cash and are subject to an insignificant risk of changes in value.
2.16 Trade payables
Trade payables are obligations to pay for goods or services that have
been acquired in the ordinary course of business from suppliers.
Accounts payable are classified as current liabilities if payment is due
within one year or less (or in the normal operating cycle of the
business if longer). If not, they are presented as non-current
liabilities.
2.17 Share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new ordinary shares are shown in equity as
a deduction, net of tax, from the proceeds. Ordinary shares have a nil
par value.
2.18 Dividend distribution
Dividend distribution to the Company's shareholders is recognised as a
liability in the Group's Financial Statements in the period in which the
dividends are approved by the Company's shareholders and are paid from
the revenue reserve.
Notes to the Interim Consolidated Financial Statements (continued)
For the period 13 August 2013 to 30 June 2014
3 Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The
resulting accounting estimates will, by definition, seldom equal the
related actual results. Revisions to accounting estimates are recognised
in the year in which the estimate is revised if the revision only
affects that year, or in the year of the revision and future years if
the revision affects both current and future years. The estimates and
assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the
next financial year are addressed below.
3.1 Fair value of investments
The fair value of the investments is determined by using discounted cash
flow valuation techniques. The Directors base the fair value of the
investments on information received from the Investment Manager. The
Investment Manager's assessment of fair value of investments is
determined in accordance with IAS 39 and IFRS 13, using Discounted Cash
Flow principles. As described more fully on pages 23 and 24, valuations
such as these entail assumptions about solar irradiance, power prices,
technological performance, discount rate, operating costs and inflation
over a 25 year period.
3.2 Income and deferred tax
The Group is subject to income and capital gains taxes in the United
Kingdom through the UK Hold Co Significant judgement is required in
determining the total provision for income and deferred taxes. There are
many transactions and calculations for which the ultimate tax
determination and timing of payment is uncertain during the ordinary
course of business. The Group has arranged its affairs with the
intention of maximising tax efficiency and has assumed these
arrangements will be effective. For this reason, no tax charge has been
included in the Discounted Cash Flow valuation referred to in 3.1 above.
The Group recognises liabilities for anticipated tax issues based on
estimates of whether additional taxes will be due. Where the final tax
outcome of these matters is different from the amounts that were
initially recorded such differences will impact the income and deferred
tax provisions in the period in which the determination is made.
3.3 Recoverability of VAT
Regulations regarding VAT are subject to frequent changes. These changes
can result in differences in opinion regarding the legal interpretation
of tax regulations both between government bodies, and between
government bodies and companies. Tax may be subject to inspection by
administrative bodies authorised to impose high penalties and fines, and
any additional taxation liabilities calculated as a result must be paid
together with high interest. Tax settlements may become subject to
inspection by tax authorities within a period of five years. Accordingly,
the amounts shown in the Financial Statements may change at a later date
as a result of the final decision of the tax authorities.
4 Interest revenue
Period 13 August 2013
to 30 June 2014
GBP
Loan interest receivable 1.857.618
Fixed deposit interest receivable 263.700
Bank interest receivable 4.284
2.125.602
5 Finance costs
Period 13 August 2013
to 30 June 2014
GBP
Credit facility agreement arrangement fees (see note
21) 2.057.224
Interest on credit facility drawn down (see note 21) 6.881
2.064.105
6 Management fees
The Manager of the Group, Foresight Group CI Limited, receives an annual
fee of 1% of the Net Asset Value ("NAV") of the Group. This is payable
quarterly in arrears and is calculated based on the published quarterly
NAV. For the period, the Manager was entitled to a management fee of
GBP1,038,463 of which GBP389,541 was outstanding as at 30 June 2014.
7 Administration and accountancy fees
Under an Administration Agreement, the Administrator of the Company, JTC
(Jersey) Limited, is entitled to receive a minimum annual administration
fee of GBP80,000 payable quarterly in arrears. This minimum fee also
includes accountancy fees. For the period 13 August 2013 to 30 June
2014, the Administrator was entitled to total administration and
accountancy fees of GBP110,373 of which GBP35,999 was outstanding as at
30 June 2014.
Notes to the Interim Consolidated Financial Statements (continued) For
the period 13 August 2013 to 30 June 2014
8 Launch costs
Period 13 August 2013
to 30 June 2014
GBP
Administration fees 23.257
Legal and professional fees 440.342
Other fees 377
Listing fees 88.712
Excess launch costs paid by Foresight Group LLP (see
explanation below) (213.644)
339.044
In line with the Prospectus, the total launch costs to be borne by the
Shareholders of the Company was capped at 2% of the launch proceeds of
GBP150,000,000 (i.e. GBP3,000,000) with any excess launch costs being
reimbursed to the Company from Foresight Group LLP. Of this
GBP3,000,000, GBP2,660,956 was attributed to issue costs and therefore
offset against the share proceeds in the stated capital reserve.
9 Directors' fees
Remuneration of the Directors of the Group is currently paid at a rate
of GBP125,000 per annum. All of the Directors are Non-Executive
Directors.
Remuneration of Directors due for the period 13 August 2013 to 30 June
2014 were as follows:
Company UK Hold Co Group
GBP GBP GBP
Peter Dicks 26.219 - 26.219
Alexander Ohlsson 48.069 - 48.069
Christopher Ambler 34.959 - 34.959
109.247 - 109.247
10 Other expenses
Period 13 August 2013 to 30 June 2014
GBP
Bank charges 479
Annual fees 72.019
Legal and professional fees 155.094
227.592
Included in legal and professional fees, are audit fees of GBP32,190
payable to KPMG LLP for the period. As at the period-end, GBP32,190 was
outstanding.
11 Taxation
The Company is currently registered in Jersey and is subject to the
Jersey standard tax rate of 0% for which it pays an annual fee of
GBP250.
Tax arises in the United Kingdom in respect of UK Hold Co and the SPVs
for which they are subject to the small profits tax rate of 20%. For the
period 13 August 2013 to 30 June 2014 this taxation amounted to GBPnil.
The components of income tax expense for the period 13 August 2013 to 30
June 2014 are as follows:
Period 13
August 2013 to
30 June 2014
GBP
Consolidated statement of comprehensive income
Current tax:
Current income tax charge -
Deferred tax:
Deferred tax charge -
Income tax expense reported in the statement of comprehensive -
income
Notes to the Interim Consolidated Financial Statements (continued)
For the period 13 August 2013 to 30 June 2014
11 Taxation (continued)
Period 13
August 2013
to 30 June
2014
GBP
Reconciliation of tax expense and the loss for the
year multiplied by Jersey's domestic tax rate for
2014:
Profit for the year before tax from continuing operations 8.087.933
At Jersey's statutory income tax rate of 0% -
At the effective income tax rate of 0% -
Income tax recognised in the statement of comprehensive -
income
Deferred taxation
As at 30 June 2014 the Fund did not recognise a deferred
taxation asset or liability.
Deferred taxation Consolidated
statement of
comprehensive
income
Consolidated
statement of
financial position
30 June 2014 13 August
2013 to 30
June 2014
GBP GBP
Deferred tax provision/(liability)
Deferred tax provision - -
- -
12 Earnings per Ordinary share - basic and diluted
The basic and diluted profits per Ordinary Share for the Company are
based on the profit for the period of GBP8,087,933 and on 150,000,000
ordinary shares. The total number of Ordinary Shares in issue is equal
to the weighted average number of shares in issue during the period.
13 Trade and other receivables
30 June 2014
GBP
Accrued income 986.107
Prepaid expenses 7.245
Advances for future investments 276.077
Other receivables 29.671
1.299.100
14 Cash and cash equivalents
30 June 2014
GBP
Cash at bank 3.277.734
Escrow accounts 29.116.154
32.393.888
15 Trade and other payables
30 June 2014
GBP
Accrued expenses 960.383
Notes to the Interim Consolidated Financial Statements (continued)
For the period 13 August 2013 to 30 June 2014
16 Investments held at fair value through profit or loss
Wymeswold Castle Pitsworthy Highfields High Penn Total
Solar Eaton Solar Solar Solar
Solar
GBP GBP GBP GBP GBP GBP
Opening cost - - - - - -
Additions - 12.804.828 2.039.214 1.834.895 1.265.913 1.051.596 18.996.446
equity
Additions - 32.195.172 20.512.830 17.474.644 14.167.639 11.596.486 95.946.771
shareholder
loans
Closing cost 45.000.000 22.552.044 19.309.539 15.433.552 12.648.082 114.943.217
Unrealised 3.567.770 1.465.805 2.760.198 1.257.548 799.834 9.851.155
gain
Fair value 48.567.770 24.017.849 22.069.737 16.691.100 13.447.916 124.794.372
Notes to the Interim Consolidated Financial Statements (continued)
For the period 13 August 2013 to 30 June 2014
17 Fair value of assets and liabilities Fair value
hierarchy
IFRS 13 "Fair Value Measurement" requires disclosures relating to fair
value measurements using a three-level fair value hierarchy. The level
within which the fair value measurement is categorised in its entirety
is determined on the basis of the lowest level input that is significant
to the fair value measurement. Assessing the significance of a
particular input requires judgement, considering factors specific to the
asset or liability. The following table shows investment properties
recognised at fair value, categorised between those whose fair value is
based on:
(a) Level 1 - Quoted (unadjusted) market prices in
active markets for identical assets or liabilities;
(b) Level 2 - Valuation techniques for which the
lowest level input that is significant to the fair value measurement is
directly or indirectly observable;
(c) Level 3 - Valuation techniques for which the
lowest level input that is significant to the fair value measurement is
unobservable. All investments held at fair value through profit or loss
are classified as level 3 within the fair value hierarchy.
Valuation process for Level 3 valuations
Valuations are the responsibility of the Board of Directors.
The Investment manager's assessment of fair value of investments is
determined in accordance with IAS 39 and IFRS 13, using Discounted Cash
Flow principles
The current portfolio consists of non-market traded investments and
valuations are based on a discounted cash flow methodology.
Sensitivity analysis to significant changes in unobservable inputs
within Level hierarchy
The Groups' investments are valued with reference to the discounted
value of future cash flows. The Directors consider the valuation
methodology used, including the key assumptions and discount rate
applied, to be prudent. The Board review, at least annually, the
valuation inputs and where possible, make use of observable market data
to ensure valuations reflect the fair value of the investments.
A broad range of assumptions are used in the valuation models. These
assumptions are based on long-term forecasts and are not affected by
short term fluctuations in inputs, be it economic or technical.
The significant unobservable inputs used in the fair value measurement
categorised within Level 3 of the fair value hierarchy together with a
quantitative sensitivity analysis as at 30 June 2014 are as shown below.
The assumption sensitivities are illustrative. The actual change in
these assumptions could be more or less than the amount shown.
The DCF valuations of the solar assets form the majority of the NAV
calculation. The Directors consider the following assumptions to be
significant inputs to the DCF calculation.
Discount rate
The weighted average discount rate used is 8.0%. The Directors do not
expect to see a significant change in the discount rates applied within
the Solar Infrastructure sector. Therefore a variance of +/- 0.5% is
considered reasonable given the current risk profile of the fund. A
variable of 1.0% is shown for information purposes.
-1.0% -0.5% Base (8.0%) +0.5% +1.0%
Directors' valuation 160.65 158.00 155.43 152.95 150.54
NAV per share (GBP) 1.071 1.053 1.036 1.020 1.004
Energy Yield
Base case assumptions are based on P50 forecasts (50 per cent
probability of exceedance) produced by market experts. P10 (10 per cent
probability of exceedance) and P90 (90 per cent probability of
exceedance) variances are given to offer comparison across the industry.
Energy yield is a function of solar irradiance and technical
performance.
P10 (10 year) Base P90 (10 year)
Directors' valuation 158.97 155.43 151.71
NAV per share (GBP) 1.060 1.036 1.011
Power price
DCF models assume power prices that are consistent with the Power
Purchase Agreements ("PPA") currently in place. The average PPA period
remaining as at 30 June is a little over three years. At the PPA end
date, the model reverts to the market price. The base case power pricing
is based on the current forecast real price reference curve provided by
external market experts. A discount is applied to these levels. The
revenue generated is a mix of revenue from ROCs and revenue from
external customers. In the illustration below, the ROCs element of the
revenue has assumed to be fixed and the sensitivities show are the
impact of the changes in the external price component only. A variable
of 20% is considered reasonable.
+20% +10% Base -10% -20%
Directors' valuation 168.86 162.39 155.43 148.09 140.76
NAV per share (GBP) 1.126 1.083 1.036 0.987 0.938
Notes to the Interim Consolidated Financial Statements (continued)
For the period 13 August 2013 to 30 June 2014
17 Fair value of assets and liabilities (continued)
Fair value (continued)
Inflation
A variable of 1.0% is considered reasonable given historic fluctuations.
We assume inflation will remain constant at 2.5%.
-1.0% -0.5% Base (2.5%) +0.5% +1.0%
Directors' valuation 156.50 155.97 155.43 154.86 154.30
NAV per share (GBP) 1.043 1.040 1.036 1.032 1.029
Operating costs (project company level)
Operating costs include operating and maintenance (O&M), insurance and
lease costs. Base case costs are based on current commercial agreements.
We would not expect these costs to fluctuate widely over the life of the
assets and are comfortable that the base case is prudent. A variance of
+/- 5.0% is considered reasonable, a variable of 10.0% is shown for
information purposes.
-10% -5% Base +5% +10%
Directors' valuation 156.50 155.97 155.43 154.86 154.30
NAV per share (GBP) 1.043 1.040 1.036 1.032 1.029
Level 3 reconciliation
The following table shows a reconciliation of all movements in the fair
value of investment properties categorised within Level 3 between the
beginning and the end of the reporting period:
Total
GBP
Balance at 13 August 2013 -
Total gains and (losses) in Consolidated Statement
of Comprehensive Income:
- realised -
- unrealised from fair value adjustments 9.851.155
Purchases at cost 114.943.217
Sales - proceeds -
Balance at 30 June 2014 124.794.372
Assets and liabilities not carried at fair value but for which fair
value is disclosed
The following table analyses within the fair value hierarchy the Group's
assets and liabilities not measured at fair value at 30 June 2014 but
for which fair value is disclosed:
Level 1 Level 2 Level 3 Total
GBP GBP GBP GBP
Assets
Trade and other receivables 1.299.100 - - 1.299.100
Cash and cash equivalents 32.393.888 - - 32.393.888
Total assets 33.692.988 - - 33.692.988
Liabilities
Trade and other payables 960.383 - - 960.383
Long-term borrowings 2.100.000 - - 2.100.000
Net assets attributable to 155.426.977 - - 155.426.977
Ordinary Shareholders
Total Liabilities 158.487.360 - - 158.487.360
Notes to the Interim Consolidated Financial Statements (continued)
For the period 13 August 2013 to 30 June 2014
18 Share capital and stated capital
The share capital of the Company consists solely of Ordinary Shares of
nil par value. At any general meeting of the Company each Shareholder
will have, on a show of hands, one vote and on a poll one vote in
respect of each Ordinary Share held. Stated capital is the surplus of
net proceeds received from the issue of new Ordinary Shares (net of
issue costs capitalised) over the par value of the issued Ordinary
Shares.
Ordinary Shares
30 June 2014 30 June 2014
Shares GBP
Opening balance - -
Issued during the period 150.000.000 -
Redeemed during the period - -
Closing balance 150.000.000 -
Stated capital 30 June 2014
GBP
Opening balance -
Proceeds from share issue 150.000.000
less: issue costs capitalised (2.660.956)
Closing balance 147.339.044
19 NAV per Ordinary Share
The Net Asset Value ("NAV") per redeemable Ordinary Share for the
Company is based on the Net Asset Value at the reporting date of
GBP155,426,977 and on 150,000,000 redeemable Ordinary Shares, being the
number of Ordinary Shares in issue at the end of the period.
20 Financial instruments and risk profile
The Group holds cash and liquid resources as well as having receivables
and payables that arise directly from its operations. The Group's
investment activities expose it to various types of risk associated with
solar power. The main risks arising from the Group's financial
instruments are market risk, liquidity risk, credit risk and interest
rate risk. The Directors regularly review and agree policies for
managing each of these risks and these are summarised below.
20.1 Market risk
(a) Foreign exchange risk
Foreign currency risk, as defined in IFRS 7, arises as the values of
recognised monetary assets and monetary liabilities denominated in other
currencies fluctuate due to changes in foreign exchange rates. As the
Group operates only within the United Kingdom and Jersey, the Directors
have concluded that the Group is not exposed to foreign exchange risk.
(b) Price risk
Price risk is the risk that the fair value or cash flows of a financial
instrument will fluctuate due to changes in market prices.
Notes to the Interim Consolidated Financial Statements (continued)
For the period 13 August 2013 to 30 June 2014
20 Financial instruments and risk profile (continued)
20.2 Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due as a result of the maturity of
assets and liabilities not matching. An unmatched position potentially
enhances profitability, but can also increase the risk of losses.
Liquidity could be impaired by an inability to access secured and/or
unsecured sources of financing to meet financial commitments. The Board
monitors the Group's liquidity requirements to ensure there is
sufficient cash to meet the Group's operating needs.
Contractual Maturity Analysis (including estimated interest payments)
Greater
Carrying Contractual Less than 6 6 to 12 than 12
amount Total months months months
GBP GBP GBP GBP GBP
Financial
Assets
Investments 124.794.372 124.794.372 - - 124.794.372
Trade and
other
receivables 1.299.100 1.299.100 1.299.100 - -
Cash and
cash
equivalents 32.393.888 32.393.888 32.393.888 - -
Total
financial
assets 158.487.360 158.487.360 33.692.988 - 124.794.372
Financial
Liabilities
Long-term
borrowings (2.100.000) 2.288.370 31.395 31.395 2.225.580
Trade and
other
payables (960.383) (960.383) (960.383) - -
Total
financial
liabilities (3.060.383) 1.327.987 (928.988) 31.395 2.225.580
Net position 155.426.977 159.815.347 32.764.000 31.395 127.019.952
20.3 Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group.
The Fund places cash with authorised deposit takers and is therefore
potentially at risk from the failure of such institutions.
In respect of credit risk arising from other financial assets and
liabilities, which mainly comprise of cash and cash equivalents,
exposure to credit risk arises from default of the counterparty with a
maximum exposure equal to the carrying amounts of these instruments. In
order to mitigate such risks, cash is maintained with major
international financial institutions. During the period and at the
reporting date, the Group maintained relationships with the following
financial institutions:
Credit 30 June
Rating 2014
GBP
Cash in hand:
Royal Bank of Scotland International Limited P-2 199.829
Royal Bank of Scotland Plc P-2 158.334
Lloyds Bank International Limited P-1 2.595.992
SG Hambros Bank (Channel Islands) Limited (Société
Générale S.A.) P-1 6.913
Santander Global Banking and Markets P-2 158.333
Royal Bank of Canada P-1 158.333
Total cash in hand 3.277.734
Cash held in Escrow:
Lloyds Bank Plc P-1 4.878.815
Royal Bank of Scotland Plc P-2 10.000.000
National Westminster Bank Plc P-2 14.237.339
Total cash held in Escrow 29.116.154
Total Group cash and cash equivalents 32.393.888
Total Group cash balances held by banks 32.393.888
Notes to the Interim Consolidated Financial Statements (continued)
For the period 13 August 2013 to 30 June 2014
20 Financial instruments and risk profile (continued)
20.3 Credit risk (continued)
Trade and other receivables comprise part of the financial assets and
the Board has determined the maximum Credit Risk exposure is the
carrying amount in the Statement of Financial Position.
The above amounts are deemed to be of a sufficiently credit quality, are
neither past due nor impaired and are deemed to be fully recoverable.
20.4 Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows
of a financial instrument will fluctuate because of changes in market
interest rates. The Group's exposure to the risk of changes in market
interest rates relates primarily to the Group's long-term borrowing with
a floating interest rate element (the LIBOR element). See note 21 for
further details of the Group's long-term borrowings. The fair value of
the Group's investments may also be affected by interest rate movements.
When making investments of an equity and debt nature, consideration is
given during the structuring process to the potential implications of
interest rate risk and the resulting investment is structured
accordingly. The maximum exposure to interest rate risk for the Group
was GBP130,440,659 at 30 June 2014.
Weighted average
Weighted average time for which
Total portfolio interest rate rate is fixed
30 June 2014 30 June 2014 30 June 2014
GBP % Days
Shareholder Loans -
exposed to fixed
interest risk 95.946.771 9,00 9.131
Cash 32.393.888 0,36 -
Long-term
borrowings 2.100.000 2,99 31
Total exposed to 130.440.659
interest rate
risk
20.5 Other risks
Political and economic risk
The value of Ordinary Shares may be affected by uncertainties such as
political or diplomatic developments, social and religious instability,
changes in government policies, taxation or interest rates, currency
repatriation and other political and economic developments in law or
regulations and, in particular, the risk of expropriation,
nationalisation, and confiscation of assets and changes in legislation
relating to the level of foreign ownership.
Governmental authorities at all levels are actively involved in the
promulgation and enforcement of regulations relating to taxation, land
use and zoning and planning restrictions, environmental protection,
safety and other matters. The introduction and enforcement of such
regulations could have the effect of increasing the expense and lowering
the income or rate of return from, as well as adversely affecting the
value of, the Group's assets.
21 Long-term borrowings
On 15 May 2014, the Group entered into a GBP100,000,000 Revolving Credit
Facility Agreement (the "Facility Agreement") with The Royal Bank of
Scotland Plc as agent and Santander Global Banking and Markets, Royal
Bank of Canada and The Royal Bank of Scotland Plc as arrangers who have
agreed a Facility Commitment of GBP33,333,333, GBP33,333,333 and
GBP33,333,334 respectively.
The rate of interest for each interest period on the amount of the
Facility Commitment drawn down (the "Loan") from each arranger is the
percentage rate per annum which is the aggregate of the applicable: (a)
Margin; and (b) LIBOR: The Margin applied is dependent on the number of
months since the first drawdown and the Loan amount during the Interest
Period. For the period ended 30 June 2014 the applicable rates were
2.50% and 0.49% respectively. Accrued interest on each Loan is paid on
the last of each Interest Period, if the Interest Period is longer than
six months, interest is payable on the dates falling at six monthly
intervals after the first day of the Interest Period.
As at 30 June 2014, GBP2,100,000 of the Facility Agreement had been
drawn down (GBP700,000 from Santander Global Banking and Markets;
GBP700,000 from Royal Bank of Canada and GBP700,000 from The Royal Bank
of Scotland Plc).
The interest payable on the drawn down Facility Agreement as at 30 June
2014 amounted to GBP6,881 of which GBP1,381 was outstanding at the
period-end date.
As at 30 June 2014, arrangement fees relating to the Facility Agreement
were expensed, of which GBP296,824 were outstanding at the period-end
date.
Notes to the Interim Consolidated Financial Statements (continued)
For the period 13 August 2013 to 30 June 2014
22 Capital management
The Group's objectives when managing capital are to safeguard the
Group's ability to continue as a going concern in order to provide
returns for shareholders and benefits for other stakeholders and to
maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may
adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares (up to its authorised number of shares)
or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on
the basis of the gearing ratio. This ratio is calculated as net debt
divided by total capital. Net debt is calculated as total borrowings
(including 'current and non-current borrowings' as shown in the
consolidated balance sheet) less cash and cash equivalents. Total
capital is calculated as 'equity' as shown in the consolidated balance
sheet plus net debt.
The gearing ratio as at 30 June 2014 was as follows:
30 June 2014
GBP
Total borrowings (2.100.000)
Less: cash and cash equivalents 32.393.888
Net cash 30.293.888
Net assets attributable to Ordinary Shareholders 155.426.977
Total capital 155.426.977
Gearing ratio -
23 Related party disclosures
For the purposes of these financial statements, a related party is an
entity or entities who are able to exercise significant influence
directly or indirectly on the Group's operations. Transactions between
the Company and its subsidiary, which is a related party, have been
eliminated on consolidation and are not disclosed in this note, however
they are presented in the notes to the accounts which present Company
only balances as well as those of the Group.
All the SPVs of the Group are cash generating solar farms with all
revenues and expenses being related party transactions. During the
period, the Group was entitled to loan interest on the shareholder loans,
from the SPVs, totalling GBP1,857,618 of which GBP722,407 was
outstanding at the period-end.
No Director has an interest in any contract to which the Company is a
party.
24 Transactions with the manager
Foresight Group CI Limited, acting as investment manager to the Group in
respect of its investments, earned fees of GBP1,038,463 during the
period, of which GBP389,541 was outstanding at the period-end.
25 Commitments and contingent liabilities
As at 30 June 2014, the Group did not have any commitments or contingent
liabilities.
26 Controlling party
In the opinion of the Directors, there is no controlling party as no one
party has the ability to direct the financial and operating policies of
the Group with a view to gaining economic benefits from its direction.
27 Post balance sheet events
On 20 August 2015, the Company declared a dividend of 3 pence per
Ordinary Share.
Corporate Information
Registered office
Elizabeth House
PO Box 1075
9 Castle Street
St Helier
Jersey
JE2 3RT
Administrator
JTC (Jersey) Limited
Elizabeth House
9 Castle Street
St Helier
Jersey
JE4 2QP
Independent Auditor
KPMG LLP (UK)
Satire Court
20 Castle Terrace
Edinburgh
EH1 2EG
Manager
Foresight Group CI Limited
PO Box 166
Saint Peter Port
Guernsey
Channel Islands
GY1 4HE
Brokers
RBC Capital Markets
Oriel Securities Limited
This announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Foresight Solar Fund Limited via Globenewswire
HUG#1849906
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