Unaudited Half-Yearly Results
FORESIGHT SOLAR & TECHNOLOGY VCT
PLC
LEI: 21380013CXOR8N6OD977
Financial Highlights
- Ordinary Shares Total Net Assets as at 30 September 2022:
£45.4m
- Ordinary Shares Net Asset Value per share as at 30 September
2022: 131.2p
- Foresight Williams Technology Shares Total Net Assets as at 30
September 2022: £19.3m
- Foresight Williams Technology Shares Net Asset Value per share
as at 30 September 2022: 102.9p
Ordinary Shares Fund
- Net Asset Value per Ordinary Share at 30 September 2022 was
131.2p, representing an increase of 22.3% from the Net Asset Value
per Ordinary Share of 107.3p as at 31 March 2022.
- At 30 September 2022, the fund held positions in 11 UK solar
assets, with a total installed capacity of 69.7MW.
- As communicated in the annual report published in August 2022,
the Board and the Investment Manager remain in the process of
realising the Solar portfolio with the objective to return value to
all Ordinary shareholders.
Foresight Williams Technology Shares Fund
- Net Asset Value per FWT Share at 30 September 2022 was 102.9p
(31 March 2022: 97.4p).
- During the period, under the Offer for subscription for the
Foresight Williams Technology Shares fund (the “FWT Shares fund”),
dated 5 January 2022, £1.7m of new funds were raised.
- During the period, the fund invested in eight new portfolio
companies and executed three follow on investments into Cambridge
GaN Devices Limited, Vector Photonics Limited and Forefront RF
Limited.
- Since the end of the reporting period, a further £1.9m has been
raised, bringing the total funds raised to £20.7m.
- Since the end of the reporting period, three further
investments have been made, bringing total deployment to
£15.1m.
Dividend History
Ordinary Shares
Date |
Dividend per share |
25 September
2020 |
2.0p |
22 November
2019 |
3.0p |
26 April
2019 |
3.0p |
23 November
2018 |
3.0p |
27 April
2018 |
3.0p |
24 November
2017 |
3.0p |
7 April
2017 |
3.0p |
18 November
2016 |
3.0p |
8 April
2016 |
3.0p |
13 November
2015 |
3.0p |
10 April
2015 |
3.0p |
14 November
2014 |
3.0p |
4 April
2014 |
3.0p |
25 October
2013 |
3.0p |
12 April
2013 |
2.5p |
31 October
2012 |
2.5p |
Cumulative |
46.0p |
Chairman's Statement
On behalf of the Board, I am pleased to present the Unaudited
Half-Yearly Financial Report for Foresight Solar & Technology
VCT Plc for the six months ended 30 September 2022 and to provide
you with an update on the developments affecting the Company.
ORDINARY SHARES
Performance and portfolio
activity
The Net Asset Value per Ordinary Share increased by 23.9p to
131.2p at 30 September 2022, compared to 107.3p per share at 31
March 2022. This increase, of 22.3%, in NAV was largely driven by
increased wholesale power prices and the effects of higher than
budgeted inflation, and strong operational performance and solar
irradiation during the summer months.
The war in Ukraine has compounded upward pressure on European
gas prices that had already started the year at elevated levels due
to supply shortages. In the current environment it is difficult to
judge when energy prices and inflation will peak, although present
levels are unsustainably high and in need of downward
correction.
The Board and the Investment Manager have been working on the
planned exit process of the assets in the Ordinary Shares
portfolio. This process continued to progress and exclusivity was
awarded to one of the bidders, with the transaction reaching its
final stages in December. The completion of the sale has been
delayed due to uncertainty around the new UK Government’s energy
policy, but the sale process is targeted to close during the first
quarter of 2023.
Consistent with prior communications, following the award of the
Spanish claim (equivalent to £2m-£2.5m, or 5.8-7.2p per Ordinary
Share), significant challenges remain with respect to
collectability. The Company continues to follow up this claim in
the courts and as such, the Board has not assigned any current
value to the claim in the net asset value reported.
The overall performance of the Ordinary Shares
remains robust and the total return since inception as at 30
September 2022 was 177.2p per Ordinary Share.
Management fees
The annual management fee of the Ordinary Shares
fund is calculated as 1.5% of Net Assets and equated to £309,000
during the period.
In the context of realisations achieved and the
continuing professional management of the portfolio, the Board
believe that the annual management fee represents good value for
investors.
Green Economy Mark
The Board is pleased that the Company continues
to be classified as a Green Economy Issuer by the London Stock
Exchange (“LSE”). This is an initiative launched by the LSE
supporting sustainable finance on its markets. The Green Economy
Mark recognises listed companies with 50% or more of revenues from
environmental solutions.
FWT SHARES
The Foresight Williams Technology VCT share class (the “FWT
Shares”) was launched in December 2019, and represents an exciting
investment opportunity made possible by the collaboration between
Foresight Group and Williams Advanced Engineering (‘WAE’), a
technology and engineering services business, originally spun out
of the Williams Formula 1 business.
The share class provides investors with the
opportunity to invest in a portfolio of early-stage companies with
high growth-potential, developing innovative and occasionally
transformational technologies across a range of different sectors.
It builds on the successful relationship that Foresight and WAE
have enjoyed from their launch of the Foresight Williams Technology
EIS Fund (the ‘EIS fund’) in November 2016, which has raised over
£50m to date and has made over twenty investments across a range of
different sectors so far.
Fundraising and share
issues
The Offer for subscription, dated 5 January 2022, is up to £20m
(with an overallotment facility for up to an additional £10m)
through the issue of FWT Shares. During the period, 1.7 million FWT
Shares were allotted, raising a further £1.7m, bringing the total
funds raised since launch to £18.8m.
Post period end, a further 1.9 million FWT Shares were allotted,
increasing the total funds raised to £20.7m. The Offer is now
closed for investment, however the Board and I are pleased to
announce that the next offer for subscription will be published at
the beginning of the New Year, allowing for investors to continue
to participate in the future fundraising of the FWT share
class.
Performance and Portfolio
Activity
A detailed analysis of the investment portfolio performance over
the period is given in the Investment Manager’s Review.
During the period under review, the Investment Manager completed
eight new investments in exciting companies costing a total £3.6m.
The Investment Manager also completed three follow on investments
into Cambridge GaN Devices Limited, Vector Photonics Limited and
Forefront RF Limited.
Details of each of the top 10 portfolio companies by value as at
30 September 2022 can be found in the Investment Manager’s
review.
As at 30 September 2022, the FWT Shares had made investments
totalling £13.3m in 23 exciting portfolio companies. Post period
end, the FWT Shares made one new and two follow-on investments
totalling £1.8m.
Management fees
The annual management fee of the FWT Shares fund is calculated
as 2.0% of Net Assets and equated to £181,000 during the period.
The Board believe that the annual management fee represents good
value for investors.
COMPANY OUTLOOK
Outlook
The focus of the Board and the Investment Manager remains to
continue to optimise the Ordinary Shares portfolio with the view to
completing the sale in the near future.
The Company will also continue to raise new funds in the FWT
Shares fund and seek appropriate qualifying investments for this
share class.
Ernie RichardsonChairman28 December 2022
Investment Manager’s Review
ORDINARY SHARES
Portfolio summary and performance
Over the past six months, the Investment Manager has been
focussing on the sale of the portfolio, a process which had
commenced earlier in the year. The portfolio’s production during
the period was 4.6% above budget. The high production levels were
particularly driven by high irradiance during the period which was
significantly above budget during the summer months.
The portfolio’s availability during the period was good but
performance was impacted by inverter outages at the two largest
sites in the portfolio, Laurel Hill and Turweston, in early summer.
New Kaine experienced inverter tripping events particularly in June
which impacted the site’s performance.
The portfolio sale is well progressed and completion of the sale
is targeted for the first quarter of 2023. There were no
acquisitions or disposals of sites during the period.
Market update
Power Prices
The sustained conflict in Ukraine has continued to contribute to
elevated global gas prices through spring and summer 2022. Forward
markets anticipate continued high prices throughout 2022 and years
beyond although gas prices remain volatile varying significantly
from one month to the next. As gas-fired technologies usually set
the clearing price for power in the UK, there is a strong
correlation between wholesale gas and electricity prices in the UK.
The combined effect of recovering electricity demand, relatively
low renewable output, and rising commodity prices saw high power
prices continue in the UK during the reporting period. Price levels
in October and November have ebbed at the time of writing to levels
observed in summer 2021.
Inflation
Aside from power prices, general measures of inflation rose to
levels not seen for decades. One such measure, the Retail Price
Index (“RPI”), is used to escalate the base price for ROCs, the
green certificates that the projects in this portfolio benefit
from. This inflation, and expectations of it continuing for at
least a short period, have had a positive effect on the valuation
of the portfolio’s assets.
Interest Rates
The Bank of England has risen interest rates considerably during
the period in response to inflation. The interest rates on the debt
in the portfolio are fixed through interest rate swaps. Discount
rates on equity have risen slightly during the period although this
has not been an aspect of the dialogue with the preferred bidder
for the assets.
Green Investment
Governments in the UK and across Europe continue to remain
supportive of the renewables sector, such support growing in the
wake of the pandemic and more so following the commencement of the
war in Ukraine. While this fund cannot invest further into new
solar parks, such strong messaging from governments does appear to
steer more capital towards investing in renewables and hence be
supportive of valuations for existing asset portfolios.
Revenues
The portfolio’s revenues for the period exceeded budget by
20.3%. The strong performance was primarily driven by very strong
solar irradiation during the summer months and high power prices.
The majority of the portfolio’s capacity was under fixed power
prices during the period with the remainder of the portfolio left
to market power prices. High fixed and floating power prices
resulted in the majority of revenues coming from the power sales
under the portfolio’s various PPA contracts, with the balance
coming from subsidies (predominantly under the ROC scheme) and
other green benefits.
The Investment Manager recovered contractual liquidated damages
from some of the portfolio’s O&M providers which also
contributed to the portfolio’s revenues in the period.
Valuation
Market valuations for solar parks are typically based on
assessments of future cashflow generation over the life of the
projects. Rising inflation and rising power price forecasts have
been very supportive of higher market valuations for the fund’s
assets. Increased investor appetite for the assets has also had a
positive impact on valuations. These factors as well as strong
operating performance and cash generation have led to rising
valuations for the Ordinary Shares fund overall. In context of
recent speculation of government intervention, the valuations were
accordingly updated to reflect the most likely scenario. On 17
November 2022, the Autumn Budget revealed plans to introduce an
additional levy to those groups generating more than 100
gigawatt-hours per annum. Although the VCT’s assets most likely
fall below this de minimis threshold, this may still have
transaction implications.
Portfolio Sale
Post period end, the process has continued in spite of a
volatile macroeconomic backdrop and significant uncertainty in
terms of the UK government policy. Whilst this challenging period
has caused some delay, the sale process is expected to close in the
first quarter of 2023.
Sustainable investing
Sustainability lies at the heart of the Manager’s approach, and
the Manager believes that investing responsibly, seeking to make a
positive social and environmental impact, is critical to its
long-term success. These factors have been integrated into its
investment and asset management processes. Foresight continues to
refine its evaluation of the sustainability considerations of all
of its investments so as to demonstrate more comprehensively the
environmental benefits and social contribution of all assets
managed by Foresight, including this solar portfolio.
There are five central themes to the Tool, which cover the key
areas of sustainability.
The five criteria are:
- Sustainable Development Contribution: The development of
affordable and clean energy as well as improved resource and energy
efficiency.
- Environmental Footprint: Assessing potential environmental
impact such as emissions to air, land and water, effects on
biodiversity and noise and light pollution.
- Social Welfare: Engagement and consultation with local
stakeholders. Ensuring a positive local economic and social impact,
community engagement and the health and wellbeing of
stakeholders.
- Governance: Compliance with relevant laws and regulations and
ensuring best practice is followed.
- Third Party Interactions: Third party due diligence is
conducted on key counterparties to ensure adherence to the
aforementioned criteria where relevant.
Land management
Compliance audits have been carried out on all UK sites held by
portfolio companies, confirming that they are in line with
government permits and conditions. Foresight Group remains a
working partner of the Solar Trade Association’s Large Scale Asset
Management Working Group. Foresight is a signatory to the Solar
Farm Land Management Charter and seeks to ensure that the solar
farms operated by all of our portfolio companies are managed in a
manner that maximises the agricultural, landscaping, biodiversity
and wildlife potential, which can also contribute to lowering
maintenance costs and enhancing security. As such, Foresight Group
regularly inspects sites and advises portfolio companies to develop
site specific land management and biodiversity enhancement plans to
secure long term gains for wildlife and ensure that the land and
environment are maintained to a high standard.
This includes:
- Management of grassland areas within the security fencing to
promote wildflower meadows and sustainable sheep grazing;
- Planting and management of hedgerows and associated hedge
banks;
- Management of field boundaries between security fencing and
hedgerows;
- Sustainable land drainage and pond restoration;
- Installation of insect hotels and reptile hibernacula;
- Installation of boxes for bats, owls and kestrels;
- Installation of beehives by local beekeepers.
Most solar parks are designed to enable sheep grazing and the
remaining plants are investigated for alterations to ensure that
the farmland on which the solar assets are located can remain
useful in agricultural production, which is a frequent desire of
local communities.
Examples of sustainable land management activities across the
portfolio include:
- Free-range chickens grazing at the New Kaine site
- The grounds of Turweston solar farm continue to be managed as
wildflower meadow
- Beehives are on site at Turweston
- Bird and bat boxes have been installed at Basin Bridge
- At Turweston additional gates with sufficient gaps at the lower
edge were installed to allow for safe wildlife passage across the
site
- Trees and hedgerows have been planted, and hedge infill work
undertaken at Dove View and Hurcott.
O&M Provider Sustainability Agreement
As detailed in previous reports the Investment Manager has been
working closely with its major suppliers and counterparties to
encourage the adoption of ESG and sustainability policies where
such policies either did not exist or were not as robust as that of
the Investment Manager’s own.
Foresight has established an O&M Provider Sustainability
Agreement, which has been signed by the main providers of
Operations and Maintenance services to the assets. We are pleased
that these key O&M providers have agreed to align their
approach with that of our own in placing sustainability at the
heart of their operations.
This ground-breaking agreement stipulates where Foresight
believes positive environmental and social outcomes can be achieved
within supplier activity. Foresight also believes that adherence
can offer long-term cost benefit and business opportunities through
more efficient use of resources and intelligent forward
planning.
In the long-term, Foresight will expect its O&M providers to
track their own performance in these areas and report this through
annual questionnaires. Foresight also expects its O&M providers
to communicate these requirements and standards within their supply
chain. In order to review the performance of our O&M providers,
the Investment Manager will meet with them once a year and discuss
how these principles worked in practice, as well as working
together to update the principles, if necessary. Foresight plans to
integrate these principles into future O&M contracts.
The principles that underpin the obligations of the agreements
incorporate elements of both the United Nations Sustainable
Development Goals and the Principles for Responsible Investment
(“PRI”) international frameworks.
Social and Community Engagement
Foresight Group actively seeks to engage with the local
communities around the solar assets operated by our portfolio
companies and regularly attends parish council meetings to
encourage community engagement and promote the benefits of their
solar assets.
Health and safety
Health and safety audits have been carried out at all assets
during the period and there have been no reportable or material
health and safety incidents. Safety, Health, Environment and
Quality (“SHEQ”) performance and risk management are a top priority
at all levels for Foresight Group. To further improve the
management of SHEQ risks, reinforce best practice and ensure
non-compliance with regulations is avoided, Foresight Group
continues to work with independent health and safety consultants
who regularly visit the assets operated by our portfolio companies
to ensure they not only meet, but exceed, industry and legal
standards. The consultants have confirmed that all sites are
compliant with applicable regulations.
Outlook
The Investment Manager continues monitor the ever changing
macroeconomic situation and government policy and remains focused
on optimising the portfolio with the view to completing the sale of
the assets as soon as possible.
Foresight Group LLPInvestment Manager28
December 2022
FORESIGHT WILLIAMS TECHNOLOGY SHARES
Investment Manager’s Review
Summary
Between its launch on 20 December 2019 and the end of the
reporting period, the FWT Shares fund has raised £18.8m. The Offer
provides investors with the opportunity to invest in a portfolio of
early-stage companies with high growth-potential, developing
innovative and occasionally transformational technologies across a
range of different sectors. As at 30 September 2022, the FWT fund
had made 23 investments totalling £13.3m. This included eight new
and three follow-on investments in the six month period to 30
September 2022 totalling £3.6m and £1.2m respectively. These
investments are summarised below:
Acu-flow: a developer of surface acoustic wave nebulisers
enabling the delivery of next-generation respiratory
pharmaceuticals.
Cambridge GaN Devices: a developer of a new generation of
gallium nitride semiconductor power.
Forefront RF: a manufacturer of next generation radio frequency
modules.
Living Optics: a University of Oxford spin-out commercialising
next generation hyperspectral imaging technology.
Mirico: a climate tech company providing ultra-high sensitivity
gas detection and quantification services.
Novosound: a spinout from the University of West of Scotland
that has developed a novel technology for use in ultrasound
sensors.
Open Bionics: a designer and manufacturer of the world’s first
clinically approved 3D-printed bionic limbs.
Opsydia: a developer of a laser-based technology that performs
sub-surface marking of diamonds and other gemstones.
Synaptec: a developer of passive electrical sensor network for
night voltage power systems monitoring.
The Salford Valve Company: a developer of innovative valve
systems allowing eco-friendly inert gases to be used as propellants
in aerosol sprays.
Vector Photonics: a University of Glasgow spin-out
commercialising the next generation of semiconductor laser
devices.
Fundraising
The Offer, made possible through an innovative collaboration
between Foresight Group and Williams Advanced Engineering Ltd,
continues to build positive momentum in the market. For the six
months ending 30 September 2022, a further £1.7m has been raised,
bringing the total raised to £3.5m in the most recent fund-raising
round and £18.8m overall.
Pipeline
The Investment Manager has a strong pipeline covering new deals
and EIS portfolio follow-ons. At the time of writing three further
investments have been made with an additional investment having
passed the Investment Manager’s final Investment Committee stage
and nearing completion. On two further deals, terms and exclusivity
had been agreed and, subject to Investment Committee approval, were
progressing to due diligence.
Foresight Group LLPInvestment Manager28
December 2022 Unaudited Half-Yearly Results and
Responsibilities Statements
Principal Risks and Uncertainties
The principal risks faced by the Company are as follows:
- Performance;
- Regulatory;
- Operational;
and
- Financial.
The Board reported on the principal risks and uncertainties
faced by the Company in the Annual Report and Accounts for the year
ended 31 March 2022. A detailed explanation can be found on page 40
of the Annual Report and Accounts which is available on Foresight
Group’s website www.foresightgroup.eu or by writing to Foresight
Group at The Shard, 32 London Bridge Street, London, SE1 9SG.
In the view of the Board, there have been no changes to the
fundamental nature of these risks since the previous report and
these principal risks and uncertainties are equally applicable to
the remaining six months of the financial year as they were to the
six months under review.
Directors' Responsibility Statement
The Disclosure and Transparency Rules (‘DTR’) of the Financial
Conduct Authority require the Directors to confirm their
responsibilities in relation to the preparation and publication of
the Half-Yearly Financial Report and financial statements.
The Directors confirm to the best of their knowledge that:
- the summarised set of financial statements has been prepared in
accordance with FRS 104;
- the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and description of principal risks and
uncertainties for the remaining six months of the year);
- the summarised set of financial statements gives a true and
fair view of the assets, liabilities, financial position and profit
or loss of the Company as required by DTR 4.2.4R; and
- the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties’
transactions and changes therein).
Going Concern
The Company’s business activities, together with the factors
likely to affect its future development, performance and position,
are set out in the Strategic Report of the Annual Report. The
financial position of the Company, its cash flows, liquidity
position and borrowing facilities are described in the Chairman’s
Statement, Strategic Report and Notes to the Accounts of the 31
March 2022 Annual Report. In addition, the Annual Report includes
the Company’s objectives, policies and processes for managing its
capital; its financial risk management objectives; details of its
financial instruments; and its exposures to credit risk and
liquidity risk.
Both share classes have considerable financial resources
together with investments and income generated therefrom. The O
shares investments benefit from Renewable Obligation Certificates
guaranteed by the UK Government. As a consequence, the Directors
believe that the Company is well placed to manage its business
risks successfully.
The Directors have reasonable expectation that the Company has
adequate resources to continue in operational existence for the
foreseeable future. Thus they continue to adopt the going concern
basis of accounting in preparing the annual financial
statements.
The Half-Yearly Financial Report has not been audited nor
reviewed by the auditors.
On behalf of the Board
Ernie RichardsonChairman28 December 2022
Unaudited Non-Statutory Analysis of the
Share Classes
Income Statement |
|
|
|
|
|
|
for the six months ended 30 September 2022 |
|
|
|
|
|
|
|
Ordinary Shares Fund |
FWT Shares Fund |
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Investment
holding gains |
— |
8,545 |
8,545 |
— |
1,303 |
1,303 |
Income |
203 |
— |
203 |
11 |
— |
11 |
Investment
management fees |
(77) |
(231) |
(308) |
(45) |
(136) |
(181) |
Other expenses |
(169) |
— |
(169) |
(83) |
— |
(83) |
(Loss)profit before taxation |
(43) |
8,314 |
8,271 |
(117) |
1,167 |
1,050 |
Taxation |
— |
— |
— |
— |
— |
— |
(Loss)/profit after taxation |
(43) |
8,314 |
8,271 |
(117) |
1,167 |
1,050 |
(Loss)/profit per share |
(0.1)p |
24.0p |
23.9p |
(0.6)p |
6.2p |
5.6p |
Balance
Sheet |
|
|
|
|
|
|
at 30 September 2022
|
|
|
|
|
|
|
Registered Number:
07289280 |
|
|
|
Ordinary Shares Fund |
|
FWT Shares Fund |
|
|
|
|
£'000 |
|
£'000 |
Fixed assets |
|
|
|
|
|
|
Investments held at fair value through profit or loss |
|
|
|
45,404 |
|
15,275 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Debtors |
|
|
|
485 |
|
607 |
Cash and cash equivalents |
|
|
|
59 |
|
3,533 |
|
|
|
|
544 |
|
4,140 |
Creditors |
|
|
|
|
|
|
Amounts falling due within one year |
|
|
|
(570) |
|
(91) |
Net current (liabilities)/assets |
|
|
|
(26) |
|
4,049 |
Net assets |
|
|
|
45,378 |
|
19,324 |
|
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
|
Called-up share
capital |
|
|
|
346 |
|
188 |
Share
premium |
|
|
|
— |
|
15,633 |
Capital
redemption reserve |
|
|
|
208 |
|
— |
Distributable
reserve |
|
|
|
35,999 |
|
1,949 |
Capital
reserve |
|
|
|
(14,182) |
|
(392) |
Revaluation
reserve |
|
|
|
23,007 |
|
1,946 |
Equity shareholders' funds |
|
|
|
45,378 |
|
19,324 |
Net asset value per share |
|
|
|
131.2p |
|
102.9p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 September 2022 there was an inter-share debtor/creditor of
£523,000 which has been eliminated on aggregation.
Unaudited Non-Statutory Analysis of the
Share Classes
Reconciliations of Movements in
Shareholders’ Funds
for the six months ended 30 September 2022
Ordinary Shares Fund |
Called-up share capital |
Share premium account |
Capital redemption reserve |
Distributable reserve |
Capital reserve |
Revaluation reserve |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
As at 1 April 2022 |
346 |
- |
208 |
36,046 |
(13,951) |
14,462 |
37,111 |
Expenses in relation to prior year share
issues |
- |
- |
- |
(4) |
- |
- |
(4) |
Investment holding gains |
- |
- |
- |
- |
- |
8,545 |
8,545 |
Management fees charged to capital |
- |
- |
- |
- |
(231) |
- |
(231) |
Revenue
loss for the period |
- |
- |
- |
(43) |
- |
- |
(43) |
As
at 30 September 2022 |
346 |
- |
208 |
35,999 |
(14,182) |
23,007 |
45,378 |
FWT Shares Fund |
Called-up share capital |
Share premium account |
Capital redemption reserve |
Distributable reserve |
Capital reserve |
Revaluation reserve |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
As at 1 April 2022 |
171 |
13,998 |
- |
2,066 |
(256) |
643 |
16,622 |
Share issues in the period |
17 |
1,693 |
- |
- |
- |
- |
1,710 |
Expenses in relation to share
issues |
- |
(53) |
- |
- |
- |
- |
(53) |
Expenses in relation to prior year
share issues |
- |
(5) |
- |
- |
- |
- |
(5) |
Investment holding gains |
- |
- |
- |
- |
- |
1,303 |
1,303 |
Management fees charged to capital |
- |
- |
- |
- |
(136) |
- |
(136) |
Revenue loss for the period |
- |
- |
- |
(117) |
- |
- |
(117) |
As at 30 September 2022 |
188 |
15,633 |
- |
1,949 |
(392) |
1,946 |
19,324 |
Financial Statements
Unaudited Income Statement
for the six months ended 30 September 2022
|
Six months ended 30 September
2022 (unaudited) |
Six
months ended 30 September 2021 (unaudited) |
Year
ended 31 March 2022(audited) |
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
Investment holding gains |
— |
9,848 |
9,848 |
— |
6,734 |
6,734 |
— |
14,966 |
14,966 |
Realised losses on investments |
— |
— |
— |
— |
(1,121) |
(1,121) |
— |
(1,121) |
(1,121) |
Income |
214 |
— |
214 |
558 |
— |
558 |
902 |
— |
902 |
Investment management fees |
(122) |
(367) |
(489) |
(79) |
(237) |
(316) |
(173) |
(519) |
(692) |
Other expenses |
(252) |
- |
(252) |
(292) |
— |
(292) |
(461) |
— |
(461) |
(Loss)/profit before taxation |
(160) |
9,481 |
9,321 |
187 |
5,376 |
5,563 |
268 |
13,326 |
13,594 |
Taxation |
— |
— |
— |
— |
— |
— |
— |
— |
— |
(Loss)/profit after taxation |
(160) |
9,481 |
9,321 |
187 |
5,376 |
5,563 |
268 |
13,326 |
13,594 |
(Loss)/profit per
share: |
|
|
|
|
|
|
|
|
|
Ordinary Share |
(0.1)p |
24.0p |
23.9p |
0.9p |
15.5p |
16.4p |
1.3p |
37.0p |
38.3p |
FWT Share |
(0.6)p |
6.2p |
5.6p |
(1.2)p |
(0.3)p |
(1.5)p |
(1.4)p |
3.3p |
1.9p |
The total column of this statement is the profit and loss
account of the Company and the revenue and capital columns
represent supplementary information.
All revenue and capital items in the above Income Statement are
derived from continuing operations. No operations were acquired or
discontinued in the period.
The Company has no recognised gains or losses other than those
shown above, therefore no separate statement of total recognised
gains and losses has been presented.
Unaudited Balance Sheet at 30 September
2022
Registered Number: 07289280
|
As at 30 September 2022
(unaudited) |
As at 30 September 2021 (unaudited) |
As at 31 March 2022 (audited) |
|
£’000 |
£’000 |
£’000 |
Fixed assets |
|
|
|
Investments held at fair value through profit or loss |
60,679 |
34,575 |
46,231 |
Current assets |
|
|
|
Debtors |
569 |
402 |
442 |
Cash
and cash equivalents |
3,592 |
7,996 |
7,214 |
|
4,161 |
8,398 |
7,656 |
Creditors |
|
|
|
Amounts falling due within one year |
(138) |
(618) |
(154) |
Net current assets |
4,023 |
7,780 |
7,502 |
Net assets |
64,702 |
42,355 |
53,733 |
Capital and
reserves |
|
|
|
Called-up share
capital |
534 |
478 |
517 |
Share
premium |
15,633 |
10,683 |
13,998 |
Capital
redemption reserve |
208 |
208 |
208 |
Distributable
reserve |
37,948 |
38,038 |
38,112 |
Capital
reserve |
(14,574) |
(13,925) |
(14,207) |
Revaluation reserve |
24,953 |
6,873 |
15,105 |
Equity shareholders' funds |
64,702 |
42,355 |
53,733 |
Net asset value per share |
|
|
|
Ordinary Share |
131.2p |
85.4p |
107.3p |
FWT Share |
102.9p |
97.0p |
97.4p |
Unaudited Reconciliation of Movements in Shareholders'
Funds
for the six months ended 30 September 2022
|
Called-up share capital |
Share premium account |
Capital redemption reserve |
Distributable reserve* |
Capital reserve* |
Revaluation reserve |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
As at 1 April 2022 |
517 |
13,998 |
208 |
38,112 |
(14,207) |
15,105 |
53,733 |
Share issues in the period |
17 |
1,693 |
— |
— |
— |
— |
1,710 |
Expenses in relation to share issues |
— |
(53) |
— |
— |
— |
— |
(53) |
Expenses in relation to prior year share issues |
— |
(5) |
— |
(4) |
— |
— |
(9) |
Investment holding gains |
— |
— |
— |
— |
— |
9,848 |
9,848 |
Management fees charged to capital |
— |
— |
— |
— |
(367) |
— |
(367) |
Revenue loss for the period |
— |
— |
— |
(160) |
— |
— |
(160) |
As at 30 September 2022 |
534 |
15,633 |
208 |
37,948 |
(14,574) |
24,953 |
64,702 |
*Total distributable reserves at 30 September 2022 were
£23,373,000 (31 March 2022: £23,905,000).
Unaudited Cash Flow Statement
for the six months ended 30 September 2022
|
Six months ended 30 September 2022
(unaudited) £’000 |
Six months ended 30 September 2021 (unaudited) £’000 |
Yearended 31 March2022(audited)£’000 |
Cash
flow from operating activities |
|
|
|
Deposit and
similar interest received |
11 |
— |
1 |
Investment
management fees paid |
(472) |
(295) |
(676) |
Secretarial fees
paid |
(87) |
(85) |
(168) |
Other cash
payments |
(192) |
(88) |
(230) |
Net cash outflow from operating activities |
(740) |
(468) |
(1,073) |
Cash
flow from investing activities |
|
|
|
Purchase of
investments |
(4,874) |
(2,827) |
(6,361) |
Net proceeds on
sale of investments |
274 |
— |
110 |
Investment income received |
74 |
— |
361 |
Net cash outflow from investing activities |
(4,526) |
(2,827) |
(5,890) |
Cash
flow from financing activities |
|
|
|
Proceeds of fund
raising |
1,697 |
3,267 |
6,699 |
Expenses of fund
raising |
(53) |
(52) |
(194) |
Repurchase of own
shares |
— |
— |
(404) |
Net cash inflow/(outflow) from financing
activities |
1,644 |
3,215 |
6,101 |
Net outflow of cash in the period |
(3,622) |
(80) |
(862) |
Reconciliation of net cash flow to movement in net
funds |
|
|
|
Decrease in cash
for the period |
(3,622) |
(80) |
(862) |
Net cash at start of period |
7,214 |
8,076 |
8,076 |
Net cash at end of period |
3,592 |
7,996 |
7,214 |
|
|
At 1 April 2022£’000 |
Cash Flow£’000 |
At 30 September 2022£’000 |
Cash and cash equivalents |
7,214 |
(3,622) |
3,592 |
|
|
|
|
|
|
Notes to the Unaudited Half-Yearly Results
for the six months ended 30 September 2022
- The Unaudited Half-Yearly Financial Report
has been prepared on the basis of the accounting policies set out
in the statutory accounts of the Company for the year ended 31
March 2022. Unquoted investments have been valued in accordance
with International Private Equity and Venture Capital Valuation
Guidelines.
- These are not statutory accounts in
accordance with S436 of the Companies Act 2006 and the financial
information for the six months ended 30 September 2022 and 30
September 2021 has been neither audited nor formally reviewed.
Statutory accounts in respect of the year ended 31 March 2022 have
been audited and reported on by the Company’s auditors and
delivered to the Registrar of Companies and included the report of
the auditors which was unqualified and did not contain a statement
under S498(2) or S498(3) of the Companies Act 2006. No statutory
accounts in respect of any period after 31 March 2022 have been
reported on by the Company’s auditors or delivered to the Registrar
of Companies.
- Copies of the Unaudited Half-Yearly
Financial Report for the six months ended 30 September 2022 have
been sent to shareholders via their chosen method of communication
and are available for inspection at the Registered Office of the
Company at The Shard, 32 London Bridge Street, London, SE1 9SG.
Copies are also available electronically at
www.foresightgroup.eu.
4 Net asset value per
share
The net asset value per share is based on net assets at the end
of the period and on the number of shares in issue at that
date.
|
Ordinary Shares |
FWT Shares |
|
Net assets £’000 |
Number of Shares in issue |
Net assets £’000 |
Number of Shares in issue |
30
September 2022 |
45,378 |
34,593,623 |
19,324 |
18,776,656 |
30 September
2021 |
29,528 |
34,593,623 |
12,827 |
13,220,546 |
31 March 2022 |
37,111 |
34,593,623 |
16,622 |
17,058,716 |
5 Return per share
The weighted average number of
shares used to calculate the respective returns are shown in the
table below:
|
Ordinary Shares |
FWT Shares |
|
Number of Shares |
Number of Shares |
30 September
2022 |
34,593,623 |
18,596,307 |
30 September 2021 |
35,106,216 |
12,388,703 |
31 March 2022 |
34,850,621 |
13,566,526 |
6 Income
|
Six months ended 30 September 2022
(unaudited)£’000 |
Six months ended 30 September 2021 (unaudited)£’000 |
Year ended 31 March 2022 (audited) £’000 |
Loan stock
interest |
203 |
211 |
417 |
Dividends
received |
— |
347 |
484 |
Bank interest |
11 |
— |
1 |
Total Income |
214 |
558 |
902 |
7 Investments held at fair value
through profit or loss
|
Ordinary Shares£’000 |
FWT Shares£’000 |
Company£’000 |
Book cost at 1
April 2022 |
22,573 |
8,553 |
31,126 |
Investment holding gains |
14,462 |
643 |
15,105 |
Valuation at 1
April 2022 |
37,035 |
9,196 |
46,231 |
Movements in the
period: |
|
|
|
Purchases at
cost |
98 |
4,776 |
4,874 |
Disposal
proceeds |
(274) |
— |
(274) |
Investment holding gains |
8,545 |
1,303 |
9,848 |
Valuation at 30 September 2022 |
45,404 |
15,275 |
60,679 |
Book cost at 30
September 2022 |
22,397 |
13,329 |
35,726 |
Investment holding gains |
23,007 |
1,946 |
24,953 |
Valuation at 30 September 2022 |
45,404 |
15,275 |
60,679 |
8 Transactions with the
manager
Details of arrangements with Foresight Group LLP are given in
the Annual Report and Accounts for year ended 31 March 2022, in the
Directors’ Report and Notes 3 and 13. All arrangements and
transactions were on an arms length basis.
Foresight Group LLP, which was appointed as Investment Manager
on 27 January 2020, earned fees of £489,000 in the six months ended
30 September 2022 (six months ended 30 September 2021: £316,000;
year ended 31 March 2022: £692,000).
Foresight Group LLP is the Company Secretary (appointed in
November 2017) and received, directly and indirectly, for
accounting and company secretarial services fees of £86,000 in the
six months ended 30 September 2022 (six months ended 30 September
2021: £85,000; year ended 31 March 2022: £169,000).
At the balance sheet date there was £38,000 due to (30 September
2021: £25,000 due to; 31 March 2022: £49,000 due from) Foresight
Group LLP. No amounts have been written off in the period in
respect of debts due to or from related parties.
9 Related party
transactions
There were no related party transactions in the period.
10 Post balance sheet event
Between the year end and the date of this report, under the
offer for subscription to raise up to £20mFWT shares (with an
overallotment facility to raise up to a further £10m), the Company
issued a total of 1,860,642 shares which raised funds of £1.9m.
Between the year end and the date of this report, the FWT shares
invested a total of £1.8m across three investee companies.
END
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