TIDMGRP
RNS Number : 3127G
Greencoat Renewables PLC
01 March 2018
Greencoat Renewables PLC
Final results announcement and declaration of maiden
dividend
ISE: GRP LSE: GRP
Dublin, 1 March, 2018 | Greencoat Renewables PLC ("Greencoat
Renewables" or the "Company") the sector-focused renewable
infrastructure company, today announces its final results for the
period from 15 February 2017 to 31 December 2017 as well as
declaring its maiden dividend.
Financial Highlights
-- Issuance of 270 million ordinary shares in an oversubscribed IPO and subsequent listing on the Irish Stock
Exchange's Enterprise Securities Market and the London Stock Exchange's Alternative Investments Market in July.
-- Placing of a new EUR250 million revolving credit facility with a syndicate of five domestic and international
banks, delivering the capital structure to fund future acquisitions.
-- Drawdown of EUR71 million in period to fully remove the existing project finance debt facility (equivalent to 21%
of GAV)
-- Net operating cash flow of EUR11.8 million for the period, from acquisition to 31 December 2017.
Portfolio Highlights
-- Seed portfolio includes ownership of two operating onshore wind farms comprising 136.7MW of capacity.
-- Assets generated 182.3GWh of electricity, 4% below budget for the period; due to lower than average wind speeds
experienced during the period.
-- Announced in December 2017 intention to acquire 36.3MW Dromadda More wind farm from Impax Asset Management for
EUR88.4 million.
-- Post period end, announced in February 2018 an intention to acquire 9.2MW Lisdowney wind farm for EUR22.5
million.
-- Acquisition pipeline remains attractive with GRP well positioned to consolidate further opportunities in the
Irish onshore wind market during the course of 2018.
Dividend and Shareholder Returns
-- NAV per share decreased from 98.0 cent per share at IPO to 96.6 cent per share at 31 December 2017, driven by a
decline in power price forecasts beyond the REFIT period as well as lowered short-term inflation forecasts.
-- Maiden dividend of 2.61 cent per share with respect to the period from IPO to the 31 December 2017 in line with
stated target dividend policy, with an ex-dividend date of 8 March 2018, record date of 9 March 2018 and payment
date of 29 March 2018.
-- The Company is targeting a dividend of 6.0 cent per share for the 2018, to be paid in equal quarterly instalments
commencing May 2018.
Key Metrics | At 31 December 2017
Market capitalisation EUR288.9 million
Share price 107.0 cent
Expected dividends with respect to the period EUR7.1 million
Expected dividends with respect to the period per share 2.61 cent
GAV EUR332.1 million
NAV EUR260.9 million
NAV per share 96.6 cent
Ronan Murphy, Chairman of Greencoat Renewables PLC, said:
"I am delighted with the Company's achievements in its first
year and very pleased to announce our maiden dividend of 2.61c. The
outlook for the Company is positive, we have a high-quality
operating portfolio, a capital structure aligned for growth
opportunities, and a strong position in an attractive secondary
market for wind assets".
Bertrand Gautier, Partner of Greencoat Capital, the Investment
Manager, said:
"We are very pleased to have achieved a significant number of
key milestones in 2017, including the successful IPO, the
subsequent EUR250 million credit facility as well as executing over
EUR400m of acquisitions over the past year. The underlying assets
have performed well during the period and we are well positioned to
continue to grow our portfolio in 2018 and beyond."
2017 Annual Report
A copy of the 2017 Annual Report has been submitted to the
National Storage Mechanism and will shortly be available for
inspection at www.morningstar.co.uk/uk/NSM. The annual report will
also shortly be available on the Company's website at
www.greencoat-renewables.com where further information on the
Company can also be found.
Details of the conference call for analysts and investors:
A conference call for analysts and investors will be held at
8.30am GMT on 1(st) of March 2018. To register for the call please
contact FTI Consulting on +353 1 765 0800, or by email at
greencoat@fticonsulting.com
For further information, please contact:
Greencoat Capital LLP +44 20 7832 9400
Bertrand Gautier
Paul O'Donnell
FTI Consulting (Investor Relations & Media)
Jonathan Neilan greencoat@fticonsulting.com
Melanie Farrell +353 1 765 0886
Davy Corporate Finance (NOMAD and
ESM Adviser)
Fergal Meegan +353 1 679 6363
Barry Murphy
RBC Capital Markets (Joint Broker)
Matthew Coakes
Jonathan Hardy +44 20 7653 4000
GREENCOAT RENEWABLES PLC
ANNUAL REPORT
FOR THE PERIOD FROM 15 FEBRUARY 2017 TO 31 DECEMBER 2017
Company Information
Registered Company Number
Directors
-------------------------------------------------- ---------------------------------------
Rónán Murphy (appointed 16 June 2017)* 598470
-------------------------------------------------- ---------------------------------------
Emer Gilvarry (appointed 16 June 2017)*
-------------------------------------------------- ---------------------------------------
Kevin McNamara (appointed 16 June 2017)*
-------------------------------------------------- ---------------------------------------
Paul O'Donnell (appointed 15 February 2017 and Registered Office
-------------------------------------------------- ---------------------------------------
resigned 16 June 2017) Riverside One
-------------------------------------------------- ---------------------------------------
Bertrand Gautier (appointed 15 February 2017 and Sir John Rogerson's Quay
-------------------------------------------------- ---------------------------------------
resigned 16 June 2017) Dublin 2
-------------------------------------------------- ---------------------------------------
Andrea Finegan (appointed 03 March 2017 and
-------------------------------------------------- ---------------------------------------
resigned 16 June 2017)
-------------------------------------------------- ---------------------------------------
Registered Auditor
-------------------------------------------------- ---------------------------------------
BDO
-------------------------------------------------- ---------------------------------------
Investment Manager Beaux Lane House
-------------------------------------------------- ---------------------------------------
Greencoat Capital LLP Mercer Street Lower
-------------------------------------------------- ---------------------------------------
3(rd) Floor, Burdett House Dublin 2
-------------------------------------------------- ---------------------------------------
15-16 Buckingham Street
-------------------------------------------------- ---------------------------------------
London WC2N 6DU
-------------------------------------------------- ---------------------------------------
Legal Advisers
-------------------------------------------------- ---------------------------------------
McCann Fitzgerald
-------------------------------------------------- ---------------------------------------
Company Secretary Riverside One
-------------------------------------------------- ---------------------------------------
Andrea Finegan Sir John Rogerson's Quay
-------------------------------------------------- ---------------------------------------
3(rd) Floor, Burdett House Dublin 2
-------------------------------------------------- ---------------------------------------
15-16 Buckingham Street
-------------------------------------------------- ---------------------------------------
London WC2N 6DU
-------------------------------------------------- ---------------------------------------
ESM Adviser, NOMAD and Broker
-------------------------------------------------- ---------------------------------------
J&E Davy
-------------------------------------------------- ---------------------------------------
Administrator Davy House
-------------------------------------------------- ---------------------------------------
Northern Trust International Fund 49 Dawson Street
-------------------------------------------------- ---------------------------------------
Administration Services (Ireland) Limited Dublin 2
-------------------------------------------------- ---------------------------------------
Georges Court
-------------------------------------------------- ---------------------------------------
56-62 Townsend Street
-------------------------------------------------- ---------------------------------------
Dublin 2 Account Banks
-------------------------------------------------- ---------------------------------------
Allied Irish Banks plc.
-------------------------------------------------- ---------------------------------------
40/41 Westmoreland Street
-------------------------------------------------- ---------------------------------------
Depositary Dublin 2
-------------------------------------------------- ---------------------------------------
Northern Trust International Fiduciary
-------------------------------------------------- ---------------------------------------
Services (Ireland) Limited Northern Trust International Fiduciary
-------------------------------------------------- ---------------------------------------
Georges Court Services (Ireland) Limited
-------------------------------------------------- ---------------------------------------
56-62 Townsend Street Georges Court
-------------------------------------------------- ---------------------------------------
Dublin 2 56-62 Townsend Street
-------------------------------------------------- ---------------------------------------
Dublin 2
-------------------------------------------------- ---------------------------------------
Registrar
-------------------------------------------------- ---------------------------------------
Computershare Investor Services
-------------------------------------------------- ---------------------------------------
(Ireland) Limited
-------------------------------------------------- ---------------------------------------
Heron House, Corrig Road
-------------------------------------------------- ---------------------------------------
Sandyford Industrial Estate
-------------------------------------------------- ---------------------------------------
Dublin 18
-------------------------------------------------- ---------------------------------------
* - Non executive directors.
At a Glance
Summary
Greencoat Renewables PLC is a sector-focused listed renewable
infrastructure company, investing in renewable electricity
generation assets, with an initial focus on wind assets in Ireland.
The Company's aim is to provide investors with an annual dividend
that increases progressively whilst growing the capital value of
its investment portfolio in the long term through reinvestment of
excess cash flow and the prudent use of portfolio leverage.
Defining Characteristics
Greencoat Renewables PLC was designed for investors from first
principles to be simple, transparent and low risk.
-- The Group is initially focused on investing solely in operating Irish wind assets.
-- Wind is the most mature and largest scale renewable technology.
-- Ireland has a long established regulatory regime, high wind resource and c.EUR8 billion of wind farms expected to
be in operation in the short to medium term.
-- The Group is wholly independent and thus avoids conflicts of interests in its investment decisions.
-- The Irish-based, independent Board governs the Group and actively monitors the efficient operation of the assets,
and works in conjunction with an experienced investment management team.
-- The Group only invests in wind farms that have an appropriate operational track record (or price adjustment
mechanism).
-- Low leverage (including no asset level leverage) is important to ensure a high level of cash flow stability and
higher tolerance to downside sensitivities.
-- The Group invests only in euro assets and thus does not incur material currency risk.
Chairman's Statement
I am very pleased that we are publishing the first annual report
for Greencoat Renewables PLC, relating to the period ended 31
December 2017. The Group's first year has been a very busy one with
a number of important milestones reached, both financially and
operationally.
In broad terms these achievements were the acquisition of a high
quality portfolio, the successful raising of EUR270 million and
subsequent listing on ESM of the Irish Stock Exchange and AIM of
the London Stock Exchange as well as the associated financial
reorganisation.
I would again like to thank our new shareholders for their
support, as well as ISIF and AIB for the role they played in the
early stages of the business. I am happy to report that all of the
Company's immediate goals have been achieved, and I believe its
prospects are strong. Lastly, as a result of the Company being
incorporated on 15 February 2017, it should be noted that the
financial statements cover the period from incorporation to 31
December 2017.
Business Strategy
The Company's strategy remains unchanged. It aims to provide
attractive risk adjusted returns to shareholders through a target
annual dividend of 6.0 cent per share that increases progressively
while growing the capital value of its investment portfolio.
The Company is targeting an IRR of 7 to 8 per cent. (net of
expenses and fees) on the issue price of the ordinary shares to be
achieved over the longer term via active management of the
investment portfolio, reinvestment of excess cash flows and the
prudent use of leverage.
The Company intends to hold assets in its investment portfolio
for the long term.
Ireland has an EU obligation to ensure that 16 per cent. of
primary energy use is derived from renewable sources, expected to
be largely from onshore wind, by 2020. Since 1995, Ireland has
provided owners of operating wind farms with a supportive
regulatory framework. Irish wind farms benefit from a 15 year
inflation-linked floor price under the REFIT regime, while allowing
wind farms to capture prices above the floor.
Performance
The Portfolio generated 182.3GWh from date of acquisition to 31
December 2017, slightly below budget as a result of lower than
expected wind speeds, with operational availability on budget.
There were no material unplanned outages or issues affecting any of
the assets in the period. As a result, the Portfolio generated
operating cash flow of EUR11.8 million.
Dividends and Returns
In line with the initial target dividend, the Company will
declare a dividend of 2.61c per share on 1 March 2018, to be paid
on 29 March 2018, corresponding to an annualised 6.0c per share
dividend for the period from IPO to 31 December 2017.
The 2018 target dividend is 6.0 cent per share, expected to be
paid quarterly in May, August, November with the final quarterly
dividend payable in February 2019.
NAV per share decreased slightly in the period from 98.0 cent
per share at IPO to 96.6 cent per share at 31 December 2017, driven
by a decline in power price forecasts beyond the REFIT period as
well as lowered short term inflation forecasts.
Acquisitions and Equity Raising
2017 was a busy year in Ireland's secondary wind market, and we
are delighted with the acquisitions made. In March 2017, the
Company acquired its 136.7MW seed portfolio in a single transaction
from Brookfield consisting of the 100.0MW Knockacummer wind farm
and the 36.7MW Killhills wind farm.
In December 2017, we announced agreement to acquire the 36.3MW
Dromadda More wind farm from Impax Asset Management. This
acquisition is expected to complete in April 2018 when the asset is
formally commissioned. In February 2018, we announced the
acquisition of the 9.2MW Lisdowney wind farm from a group of local
developers.
Both recently acquired assets benefit from more than 14 years of
secured pricing as all are contracted under the REFIT 2. We are
pleased to have the capability to acquire from such a wide range of
vendors. This underpins our ability to acquire and consolidate
assets in the secondary wind market.
Gearing
As outlined at the time of the IPO, the Group intended to
replace the existing project finance facility to enable the
acquisition of further operating assets in the secondary wind
market. In December 2017, the Group put in place a three year
EUR250 million Revolving Credit Facility with a syndicate of five
domestic and international banks.
The Revolving Credit Facility was used to retire the remaining
EUR71 million of project finance debt associated with Greencoat
Renewables' 137MW portfolio of seed assets, equating to 21 per
cent. of GAV at 31 December 2017. After completion of the post year
end acquisitions, leverage will equate to approximately 41 per
cent. of GAV.
The Group's policy is to keep overall Group level borrowings at
a prudent level (limited to 60 per cent. of GAV) in order to reduce
risk, while ensuring that the Group is always at least fully
invested thus using shareholders' capital efficiently. Over the
medium term we would expect gearing to be c.40 per cent.
Outlook
As planned, the significant financial reorganisation in 2017 has
provided us with a stable, simplified structure and positions the
Group to deliver future growth.
The Irish wind market remains a very attractive jurisdiction
with a stable and supportive regulatory regime. Wind remains the
dominant renewable technology and the Group is in a good position
to benefit as electricity production from wind becomes an
increasingly important part of Ireland's generation mix.
The Group continues to benefit from the unique relationships and
local expertise of the Investment Manager in terms of acquiring
further assets. We continue to see a large number of attractive
secondary market opportunities, and are maintaining focus on only
the most value accretive.
The Board is supportive of value-accretive growth through
further wind farm investments, and such acquisitions will be in the
shareholders' interest:
-- Providing additional economies of scale at Group level;
-- Increasing market power with service providers and asset sellers; and
-- Increasing liquidity in our shares.
The Board remains confident in the Company's outlook for the
future, and in the disciplined approach of the Investment Manager
to possible future acquisitions and the continued careful
management of the existing Portfolio.
Annual General Meeting
Our first AGM will take place on 26 April 2018 at 2:00 pm at the
offices of J&E Davy, Davy House, 49 Dawson Street, Dublin 2,
Ireland. Details of the formal business of the meeting are set out
in the notice of AGM, which is sent to shareholders with the Annual
Report. We look forward to meeting shareholders on that
occasion.
Conclusion
In conclusion, we are very pleased with the progress that the
Company has made since listing in July 2017. I would like to thank
my fellow Directors, Emer Gilvarry and Kevin McNamara, for their
stewardship and advice during the period, particularly through the
IPO process. Finally, I would like to acknowledge the
professionalism and engagement of the Investment Manager, which
contributed significantly to our successful first year of
operations.
Rónán Murphy
Chairman
28 February 2018
Investment Manager's Report
The Investment Manager
Greencoat Capital is a leading investment manager in the
renewable energy market, with more than EUR2 billion of funds under
management. The Investment Manager's experience spans across wind
and Solar PV asset investment and operation. All of the skills and
experience required to manage the Group's investments lie within a
single Investment Manager. The team is led by Bertrand Gautier and
Paul O'Donnell.
Bertrand has over 25 years of operational, financial and
investment experience, of which the last 8 years were focused
solely on renewables. Bertrand has been a Partner of the Investment
Manager since joining in 2010. Prior to Greencoat Capital, he spent
3 years at Terra Firma Capital Partners where he managed a variety
of leveraged buyout and refinancing transactions, and oversaw the
management of portfolio businesses. Before joining Terra Firma in
2007, he spent 5 years at Merrill Lynch as part of the M&A
Advisory Group in the Infrastructure and Industrials team. Prior to
that, he gained extensive operational experience over 8 years in
several French engineering SMEs.
Paul has over 15 years of investment experience, of which the
last 10 have been focused solely on renewables. Paul joined the
Investment Manager in 2009 and has specialised in managing
investments in the wind and solar generation sectors, working
across development, operations, technology, and financing. In that
time, Paul oversaw Airvolution Energy, a UK based wind developer
which has developed and constructed over 60MW of wind assets as
well as Lumicity, a UK solar developer which developed over 60MW of
solar assets. Paul has been a Partner of the Investment Manager
since 2016, and has been based in Dublin since 2013. Paul started
his career with PwC Ireland in Dublin.
The Investment Manager is authorised and regulated by the
Financial Conduct Authority in the UK and is a full scope AIFM.
Overview
The Investment Manager is very pleased with the milestones
achieved in the period to 31 December 2017 and at the start of
2018. All of the reorganisation goals which were targeted at IPO
have been achieved and the Group begins 2018 with a simple, stable
structure and in a strong position to deliver NAV accretive
growth.
As a new business, the Group made significant changes to its
capital structure over the course of 2017 as a consequence of both
the acquisition of the Portfolio and the listing of the Company's
Shares on the AIM of the London Stock Exchange and ESM of the Irish
Stock Exchange in July 2017. Specifically, there were a number of
significant one-off events adding complexity to our first set of
financial statements. These included:
-- Set-up and listing of the Company with EUR270 million equity raised at IPO;
-- Redemption of the pre-IPO funding instruments from AIB and ISIF (used to fund the acquisition of the Portfolio)
subsequent to IPO;
-- Retirement in December 2017 of the project finance debt (associated with the Portfolio) and placement of a EUR250
million Revolving Credit Facility;
-- The planned grid outage at Knockacummer, an asset representing the significant majority of the Group's generating
capacity.
Investment Portfolio
The Group's investment portfolio as at 31 December 2017
consisted of interests in SPVs which held the following underlying
operating wind farms:
Wind farm Turbines Operator Location Refit Net MW
-------------- ---------- ------------ --------------- --------- -------
Knockacummer Nordex Brookfield Co. Cork REFIT 1 100.0
Killhills Enercon Brookfield Co. Tipperary REFIT 2 36.7
Total 136.7
-------------------------------------------------------------------- -------
Portfolio generation for the period from acquisition of the seed
portfolio in March 2017 to 31 December 2017 was 182.3 GWh, 4 per
cent. below budget. This was a result of wind resource for the
period being below average. As stated in the Company's Admission
Document, wind resource should not be considered a source of either
upside or downside in the long term.
2017's variation to budget was comfortably within expected
statistical boundaries. The annual standard deviation of wind speed
is 6 per cent. and the annual standard deviation of generation is
10 per cent. (2 per cent. over 25 years).
As all assets are contracted to the REFIT scheme, there was no
variation in power price capture.
The following table provides a breakdown of performance by wind
farm:
Wind Farm Period Actual Generation (GWh) Budget Generation (GWh) Variance
-------------- ----------- ------------------------ ------------------------ ---------
Killhills Mar - Dec 67.3 70.2 - 4%
Knockacummer Mar - Dec 115.0 120.1 - 4%
Total 182.3 190.3 - 4%
--------------------------- ------------------------ ------------------------ ---------
Overall portfolio availability was in line with budget. The only
notable event being the pre-planned outage to the Glenlara
substation at Knockacummer:
-- The works undertaken during the pre-planned grid outage relating to the Glenlara substation were largely
completed on schedule as Knockacummer re-energised 4 days later than expected on 27 October 2017 due to some
grid-related interruption from Hurricane Ophelia;
-- The planned work involved a full upgrade to the local substations to which Knockacummer is connected. During the
outage, the wind farm underwent an accelerated maintenance and upgrade programme. The remaining work on the
grid's transmission connection is expected to be completed in the first half of 2018. This will involve a short
outage to facilitate the reconnection after which the wind farm will be fully transmission connected.
Health and Safety
In October 2017, the meteorological mast at Killhills collapsed
due to a shear failure at the base in the foundation connections.
This was reported to the Health and Safety Authority in Ireland as
a dangerous occurrence and the root cause for the collapse is
currently under investigation. There were no other incidents in the
period to 31 December 2017.
The Group commissioned a health and safety audit across its
assets in November 2017 by an independent consultant. The audit
focused on the absolute standard of health and safety procedures,
consistency of reporting across the Portfolio and industry
benchmarking. No material areas of concern were identified.
Acquisitions
Seed Portfolio
On 9 March 2017, the Company invested EUR318.1 million to
acquire 100 per cent. of the seed portfolio consisting of
Knockacummer and Killhills wind farms from Brookfield. Initial
funding for this transaction was provided by AIB and ISIF.
Knockacummer is a 100MW wind farm in County Cork consisting of
forty 2.5MW Nordex N90 turbines. Knockacummer is eligible for
support under REFIT 1 until the end of 2027.
Killhills is a 36.7 MW wind farm in County Tipperary consisting
of thirteen 2.3MW Enercon E82 turbines. Killhills is eligible for
support under REFIT 2 until the end of 2030.
Both wind farms represent a high quality seed portfolio, and
both benefit from long-dated REFIT contracts.
Subsequent Acquisitions
On 21 December 2017, the Company announced the agreement to
acquire Dromadda More from Impax Asset Management for EUR88.4
million. Dromadda More is a 36.3MW wind farm in County Kerry
consisting of 11 Vestas V112 turbines and will benefit from a full
15 years of REFIT 2 support. Completion of the transaction is
expected to occur in April 2018 following successful commissioning
of the wind farm.
On 16 February 2018, the Group acquired 100 per cent. of the
9.2MW Lisdowney wind farm for EUR22.5 million. Lisdowney has 4
Enercon E82 turbines and is eligible for support under REFIT 2 for
the next 14 years.
Financial Performance
Portfolio generation was in line with management expectations
resulting in portfolio net operating cash generation of EUR11.8m
for the period.
Investment Performance
NAV at 31 December 2017 was EUR260.9 million (96.6 cent per
share):
-- NAV at IPO was EUR264.6 million (98.0 cent per share);
-- The portfolio DCF valuation decreased by EUR4.9 million reflecting decline of long term power price and downward
revision of Irish inflation by the Central Bank of Ireland;
-- Cash balances decreased by EUR96.3 million, driven by retirement of project finance debt and settlement of
liabilities;
-- Net assets at Group level increased by EUR5.2 million; and
-- Aggregate Group debt decreased by EUR92.2 million, following a EUR90 million repayment of the project finance
facility utilising proceeds from the IPO in August 2017 and project debt swap.
The share price at 31 December 2017 was 107 cent representing an
11 per cent. premium to NAV.
Reconciliation of Statutory Net Assets to Reported NAV
As at As at
31 December 2017 25 July 2017(1)
-------------------------------------- ------------------ -----------------
EUR'000 EUR'000
DCF valuation 306,532 311,436
Shareholder loan interest receivable 1,855 1,855
Cash (wind farm SPVs) 8,409 4,557
Fair value of investments 316,796 317,848
Cash (Group) 14,794 114,935
Other relevant assets/(liabilities) 428 (4,810)
GAV 332,018 427,973
Aggregate Group Debt (71,169) (163,391)
NAV 260,849 264,582
Reconciling items(2) 1,237 0
Statutory net assets 262,086 264,582
Shares in issue 270,000,000 270,000,000
NAV per share (cent) 96.6 98.0
-------------------------------------- ------------------ -----------------
(1) The Company listed on 25 July 2017 and this was the first
published NAV of the Group
(2) The reconciling item reflects a deferred tax asset in
Holdco
NAV Sensitivities
NAV is equal to GAV less Aggregate Group Debt.
GAV is the sum of:
-- DCF valuations of the Group's investments;
-- Cash (at Group and wind farm SPV level); and
-- Other relevant assets and liabilities of the Group.
The DCF valuation of the Group's investments represents the
largest component of GAV and the key sensitivities are considered
to be the discount rate used in the DCF valuation and long term
assumptions in relation to energy yield, power prices and
inflation.
Base case energy yield assumptions are P50 (50 per cent.
probability of exceedance) forecasts produced by expert consultants
based on long term wind data and operational history. The P90 (90
per cent. probability of exceedance over a 10 year period) and P10
(10 per cent. probability of exceedance over a 10 year period)
sensitivities reflect the future variability of wind and the
uncertainty associated with the long term data source being
representative of the long term mean. Given their basis on long
term operating data, it is not anticipated that base case energy
yield assumptions will be adjusted (other than any wind energy
true-ups with compensating purchase price adjustments).
Long term power price forecasts are provided by a leading market
consultant, updated quarterly and adjusted by the Investment
Manager where more conservative assumptions are considered
appropriate. The independent forecasts are never adjusted upwards.
Base case real power prices increase from approximately EUR67/MWh
(2030) to approximately EUR73/MWh (2040). The sensitivity below
assumes a 10 per cent. increase or decrease in power prices
relative to the base case for every year of the asset life, which
is relatively extreme (a 10 per cent. variation in short term power
prices, as reflected by the forward curve, would have a much lesser
effect).
Asset life is assumed to be 25 years. Although the industry is
considering that asset life could be extended, the Investment
Manager is not providing sensitivity in respect of asset life
extension given the number of variables to be considered at the
present time.
The base case long term CPI assumption is 2.00 per cent..
Gearing
On 19 December 2017, the Group entered into a 3-year EUR250
million Revolving Credit Facility with a syndicate of 5 domestic
and international banks: AIB, BNP Paribas, Commerzbank, RBC and
Santander. This was the Company's intention at listing in order to
deliver the targeted capital structure (i.e. retiring seed
portfolio project finance debt) and to enable funding of future
acquisitions of operating assets in the secondary wind market.
The Group made its first drawdown on the facility on 19 December
2017 to fully refinance and retire the project finance facility and
associated interest rate swap, which had been part of the
acquisition of the Portfolio.
As at 31 December 2017, the Group had EUR71.2 million of debt
outstanding, equating to 21 per cent. of GAV.
All borrowing is at the Group level. There is no remaining asset
level debt.
Outlook
The outlook for the Group remains positive with a growing
secondary wind market, and a stable policy backdrop for Irish wind
assets, and a reliable wind resource underpinned by the REFIT
contracts.
Secondary wind farm market
We see a strong and growing pipeline of opportunities in the
secondary wind asset market in Ireland, with a range of high
quality assets which the Group is well-placed to acquire. Since IPO
in July 2017, we have been involved in 11 separate processes, many
of which are ongoing but the acquisition of 2 assets since IPO
demonstrates our execution on the strategy. In particular, we have
seen a number of ongoing processes for sub 20MW assets, where we
believe the Group is very well positioned. This underpins that we
continue to see the benefit of our long relationships and
experience in Ireland, as well as our expertise in the renewable
infrastructure market.
Irish renewables market
The Irish onshore wind market continues to expand rapidly. In
2017, over 500MW became operational, taking the capacity to over
3.4GW of operating wind farms, with installed capacity set to grow
to over 4.0GW by the end of 2019, representing a c.EUR8bn market
size.
The level of wind penetration on the Irish electricity system
continues to grow and has increased from 50 per cent.
non-synchronised penetration through to 60 per cent. in 2017. As
part of the process of integrating European electricity markets,
the EU introduced a regional integration initiative. This sees the
all-island electricity market deepening its ties with the UK and
French markets. The new market arrangements (referred to as I-SEM)
are designed to integrate the all-island electricity market with
European electricity markets, enabling the free flow of energy
across borders. Both the increased level of non-synchronised
penetration and the new I-SEM market would benefit increased
renewable electivity generation deployment on the Irish grid.
Since IPO, the Irish Government has announced the consultancy
process around a new REFIT programme for wind, which will run
beyond 2019. This REFIT should provide further long-term depth to
the secondary market, underpinned by the continued strong build out
we have seen under REFIT 2.
While the structure and level of the new REFIT is not directly
relevant to the value of the Group's Portfolio or to the value of
any short to medium term pipeline, it shows the continued
governmental support for the renewable energy sector, not least for
reasons of security of supply.
Board of Directors
The Directors are of the opinion that the Board, as a whole,
comprises an appropriate balance of skills, experience and
diversity. The Board is comprised of individuals from relevant and
complementary backgrounds offering experience in investment,
financial, and business skills, as well as in the energy sector
from both a public policy and a commercial perspective.
Rónán Murphy, Chairman (appointed 16 June 2017)
Rónán Murphy, aged 60, was previously senior partner of PWC
Ireland, a position he was elected to in 2007 and was re-elected to
for a further four year term in July 2011. Rónán joined PWC in
1980, qualifying in 1982, and was admitted to the partnership in
1992. Rónán was a member of the PWC EMEA leadership board from 2010
to 2015. Rónán is also a non-executive director of Icon plc, Davy
and Liberty Insurance.
Rónán holds a Bachelor of Commerce degree and Masters in
Business Studies from University College Dublin and is a Fellow of
the Institute of Chartered Accountants.
Kevin McNamara, Chairman of the Audit Committee (appointed 16
June 2017)
Kevin McNamara, aged 63, has more than 25 years' experience in
the energy sector. Kevin enjoyed a long career with ESB
International, including leading the investment division of ESB
International Investments. More recently Kevin was CFO of Amarenco
Solar, a solar business focused on the Irish and French markets and
prior to this CEO of Airvolution Energy, a UK wind development
business.
Kevin holds a Bachelor of Commerce degree from University
College Dublin and is a Fellow of the Institute of Chartered
Accountants.
Emer Gilvarry (appointed 16 June 2017)
Emer Gilvarry, aged 60, is chair of Mason Hayes & Curran
(Solicitors). Prior to taking up the position of Chair, Emer was
the managing partner for two consecutive terms from 2008 to 2014.
She is also a former head of the firm's litigation group (2001 to
2008). Emer is a former board member of Aer Lingus plc. She is
currently a board member of the Economic and Social Research
Institute and the Ireland Funds.
Emer holds a Bachelor of Law degree from University College
Dublin (BCL).
Other Irish Public Company Directorships
In addition to their directorships of the Company, the below
Directors currently hold the following Irish public company
directorships:
Rónán Murphy Icon plc
The Directors have all offered themselves for re-election and
resolutions concerning this will be proposed at the AGM.
Conflicts of Interest
The Directors have declared any conflicts or potential conflicts
of interest to the Board of Directors which has the authority to
approve such situations. The Company Secretary maintains the
Register of Directors' Conflicts of Interests which is reviewed
quarterly by the Board and when changes are notified. The Directors
advise the Company Secretary and the Board as soon as they become
aware of any conflicts of interest. Directors who have conflicts of
interest do not take part in discussions which relate to any of
their conflicts.
Directors' Report
The Directors present their Annual Report, together with the
consolidated financial statements of Greencoat Renewables PLC for
the period from incorporation on 15 February 2017 to 31 December
2017.
Principal Activity and Business Review
A detailed discussion of the individual project performance and
a review of the business in the period are covered in the
Investment Manager's Report.
Results for the Year
The consolidated financial statements for the financial period
ended 31 December 2017 are set out in detail including the results
for the period which are set out in the Consolidated Statement of
Comprehensive Income.
Future Developments
The Company's future outlook is discussed in the Investment
Manager's Report.
Investment Objective
The Company's aim is to provide attractive risk-adjusted returns
to shareholders through an annual dividend (6.0c for 2017 on an
annualised basis) that increases progressively whilst growing the
capital value of its investment portfolio. The Company is targeting
an IRR of 7 to 8 per cent. (net of expenses and fees) on the issue
price of the ordinary shares to be achieved over the longer term
via active management of the investment portfolio, reinvestment of
excess cash flows and the prudent use of leverage. The Company
intends to hold assets in its investment portfolio for the long
term.
Investment Policy
The Group intends to increase its portfolio of renewable energy
generation assets within the Eurozone with a focus on Ireland. Key
investment criteria include:
-- During the first 24 months from IPO, the Group will be invested in operational wind energy assets in Ireland.
-- Thereafter, Ireland will remain a key country of focus for the Group as no less than 60 per cent. of GAV will be
invested in Ireland.
-- The Group can also invest, in aggregate, up to 40 per cent. of GAV in operational wind energy or solar assets in
other relevant countries (being Belgium, Finland, France, Germany and the Netherlands).
-- The Company will generally avoid using non-recourse debt at the asset level; aggregate debt at Company level will
not be more than 60 per cent. of GAV at drawdown.
The Company utilised investment from AIB and ISIF to acquire its
Portfolio during the period and placed a Revolving Credit Facility
to fund future investments. This has enhanced the Group's
attractiveness to sellers since execution risk is greatly
diminished, with the Group effectively being a cash buyer.
The Group will look to repay its drawn debt facilities by
refinancing them in the equity markets at appropriate times in
order to refresh its debt capacity. While debt facilities are
drawn, the Company benefits from an increase in investor returns
because borrowing costs are below the underlying return on
investments.
Group Structure and Share Capital
The Company is incorporated in the Republic of Ireland. The
Group is wholly independent and is not tied to any particular
utility or developer. All of the ordinary shares in the Company are
quoted on ESM of the Irish Stock Exchange and on AIM of the London
Stock Exchange. The Group comprises of the Company, Holdco and
Holdco 2. Holdco and Holdco 2 invest in the underlying portfolio
companies.
The Company has one class of ordinary shares which carry no
rights to fixed income. Shareholders are entitled to all dividends
paid by the Company and, on a winding up, provided the Company has
satisfied all of its liabilities, the Shareholders are entitled to
all of the surplus assets of the Company.
All shareholders have the same voting rights in respect of the
share capital of the Company.
Shareholders are entitled to attend and vote at general meetings
of the Company and, on a poll, to one vote for each ordinary share
held.
The rights and obligations to the ordinary shares are set out in
the Company's articles of association which are available on the
Company's website: www.greencoat-renewables.com.
Authority to Purchase Own Shares
The current authority of the Company to make market purchases of
up to 14.99 per cent. of its issued share capital expires at the
conclusion of the first AGM. Special resolution 9 will be proposed
at the forthcoming AGM seeking renewal of such authority until the
next AGM (or 30 June 2019, whichever is earlier). The purchases
will only be made for cash at prices below the estimated prevailing
NAV per share and where the Board believes such purchases will
result in an increase of the NAV per share. Any shares repurchased
under this authority will either be cancelled or held in treasury
at the discretion of the Board for future resale in appropriate
market conditions.
The Directors believe that the renewal of the Company's
authority to purchase shares, as detailed above, is in the best
interests of shareholders as a whole and therefore recommend
shareholders to vote in favour of special resolution 9.
Discount Control
As part of the Company's discount control policies, the Board
intends to propose a continuation vote by shareholders if the share
price trades at a significant discount to NAV. If in any financial
year, the shares have traded on average, at a discount in excess of
10 per cent or more to the NAV per share in any financial year, the
Board will propose a special resolution at the Company's next
annual general meeting that the Company cease to continue in its
present form. Notwithstanding this, the Board could consider buying
back its own shares in the market if the share price is trading at
a material discount to NAV, providing it is in the interests of the
shareholders to do so.
Major Interests in Shares
Significant shareholdings as at 31 December 2017 are detailed
below.
Shareholder Ordinary shares held %
-----------------------------------
31 December 2017
----------------------------------- -----------------------
Ireland Strategic Investment Fund 28.15%
Newton Investment Management 6.20%
Irish Life Investment Managers 5.71%
Allied Irish Banks 5.56%
Investec Wealth & Investment 4.91%
Farringdon Capital Management 3.65%
Close Asset Management 3.65%
M&G Investment Management 3.35%
----------------------------------- -----------------------
Companies Act 2014 Disclosures
The Directors disclose the following information:
-- The Company's capital structure is detailed in note 14 of the consolidated financial statements and all
shareholders have the same voting rights in respect of the share capital of the Company. There are no
restrictions on voting rights that the Company is aware of, nor any agreement between holders of securities that
result in restrictions on the transfer of securities or on voting rights;
-- There exist no securities carrying special rights with regard to the control of the Company;
-- The Company does not have an employees' share scheme;
-- The rules concerning the appointment and replacement of Directors are contained in the Company's Articles of
Association and the Companies Act 2014;
-- There exist no agreements to which the Company is party that may affect its control following a takeover bid; and
-- There exist no agreements between the Company and its Directors providing for compensation for loss of office
that may occur because of a takeover bid.
Key Performance Indicators
The Board believes that the key metrics detailed within the
report, which are typical for investment funds, will provide
shareholders with sufficient information to assess how effectively
the Group is meeting its objectives.
Ongoing Charges
31 December 2017
----------------------- -----------------
Total management fee* 0.44%
Directors' fees* 0.04%
Ongoing expenses* 0.34%
----------------------- -----------------
Total 0.82%
----------------------- -----------------
* On-going charges represent the period from IPO to 31 December
2017 and as such, are not annualised.
Directors' Indemnity
Directors' and Officers' liability insurance cover is in place
in respect of the Directors. The Company's Articles of Association
provide, subject to the provisions of Ireland and UK legislation,
an indemnity for Directors in respect of costs which they may incur
relating to the defence of any proceedings brought against them
arising out of their positions as Directors, in which they are
acquitted or judgement is given in their favour by the Court.
Except for such indemnity provisions in the Company's Articles
of Association and in the Directors' letters of appointment, there
are no qualifying third party indemnity provisions in force.
Environmental, Social and Governance Policies
The Group invests in wind farms and the environmental benefits
of renewable energy are widely known.
The Group relies on the Investment Manager to apply appropriate
policies to the investments the Group makes. The policies in place
at the Investment Manager outline the Group's approach to
responsible investing, as well as the environmental standards which
it aims to meet. Responsible investing principles have been applied
to each of the investments made.
These policies require the Group to make reasonable endeavours
to procure the ongoing compliance of its portfolio companies with
its policies on responsible investment. Further details on these
policies may be found on the Company's website:
www.greencoat-renewables.com
The Investment Manager monitors compliance at the investment
phase and reports on an ongoing basis to the Board.
Global Greenhouse Gas Emissions
As the Group has outsourced operations to third parties, there
are no significant greenhouse gas emissions to report from the
operations of the Group.
In relation to the Group's investee companies, the level of
greenhouse gas emissions arising from the low volume of electricity
imports and from operation and maintenance activity is not
considered material for disclosure purposes. Further, as the assets
are renewable energy generators, they reduce carbon dioxide
emissions on a net basis (at a rate of approximately 0.4tn CO2 per
MWh).
Employees and Officers of the Company
The Company does not have any employees but instead engages
experienced third parties to operate the assets in which it owns.
The Directors of the Company are listed in this report. The Group's
policy on diversity is detailed in the Corporate Governance.
Principal Risks and Risk Management
In the normal course of business, each investee company has a
rigorous risk management framework with a comprehensive risk
register that is reviewed and updated regularly and approved by its
board. The key risks to the performance of the Group, identified by
the Board, are detailed below.
The Board maintains a risk matrix considering the risks
affecting both the Group and the investee companies. This risk
matrix is updated annually to ensure that procedures are in place
to identify, mitigate and minimise the impact of risks should they
crystallise. This enables the Board to carry out a robust
assessment of the risks facing the Group, including those principal
risks that would threaten its business model, future performance,
solvency or liquidity.
As it is not possible to eliminate risks completely, the purpose
of the Group's risk management policies and procedures is not to
eliminate risks, but to reduce them and to ensure that the Group is
adequately prepared to respond to such risks and to minimise any
impact if the risk develops.
Risks Affecting the Group
Investment Manager
The ability of the Group to achieve its investment objective
depends heavily on the experience of the management team within the
Investment Manager and more generally on the Investment Manager's
ability to attract and retain suitable staff. The sustained growth
of the Group depends upon the ability of the Investment Manager to
identify, select and execute further investments which offer the
potential for satisfactory returns.
The Investment Management Agreement includes key man provisions
which would require the Investment Manager to employ alternative
staff with similar experience relating to investment, ownership,
financing and management of renewable energy projects should, for
any reason, any key man cease to be employed by the Investment
Manager. The Investment Management Agreement ensures that no
investments are made following the loss of key men until suitable
replacements are found and there are provisions for a reduction in
the investment management fee during the loss period. It also
outlines the process for their replacement with the Board's
approval. The key men are also shareholders in the Company.
Regulatory Risk
The Investment Manager is the UK-authorised AIFM of the Company,
an Irish AIF. Should the Investment Manager cease to be authorised
as an AIFM in the EU as a result of Brexit, the Company would need
to appoint a replacement AIFM and could suffer losses as a result
of the transition. The Board regularly discusses regulatory risks
and the Investment Manager reports to it on AIFMD compliance
matters. The Investment Manager also consults with its own and the
Company's legal adviser as well as the Company's NOMAD in relation
to its plans to ensure that the Company can continue to be AIFMD
compliant after Brexit.
Financing Risk
The Group will finance further investments either by borrowing
or by issuing further shares. The ability of the Group to deliver
enhanced returns and consequently to realise expected NAV growth is
dependent on access to debt facilities and equity capital markets.
There can be no assurance that the Group will be able to borrow
additional amounts or refinance on reasonable terms or that there
will be a market for further shares.
Investment Returns Become Unattractive
A significantly strengthening economy may lead to higher future
interest rates which could make the listed infrastructure asset
class relatively less attractive to investors. In such
circumstances, it is likely that there will be an increase in
inflation (to which the revenues and costs of the investee
companies are either indexed or significantly correlated) or an
increase in power prices (due to greater consumption of power) or
both. Both would increase the investment return and thus would
provide a degree of mitigation against higher future interest
rates.
Risks Affecting Investee Companies
Regulation
As the renewable energy market has matured and costs of new
capacity have reduced, member states have generally revised their
supports for the sector to reduce the benefits available to new
renewable power generation projects. However, in order to maintain
investor confidence, Ireland (and other relevant countries) have to
date largely ensured that benefits already granted to operating
renewable energy generation projects (which the Group is invested
in) are exempt from future regulatory change adversely affecting
those benefits.
If these policies were to change, such that subsidy supports
presently available to the renewable energy sector were to be
reduced or discontinued, it could have a material adverse effect on
the business, financial position, results of operations and future
growth prospects of the Group, as well as returns to investors.
Electricity Prices
Since 1995, Ireland has provided operating wind farms with a
supportive regulatory framework (REFIT 1 and REFIT 2) offering an
inflation linked floor price up to 15 years, while allowing wind
farms to capture prices above the floor. Under REFIT, wind farms
are provided with pricing certainty and no downside exposure to
electricity price as the REFIT price is cEUR80/MWh whereas the 2017
Irish wholesale electricity price was EUR47/MWh.
When operating outside of REFIT (at the latest December 2027 for
REFIT 1 or December 2030 for REFIT 2 contracted wind farms), the
Group may trade in the relevant electricity market on a merchant
basis and its financial performance would be therefore subject to
the wholesale power price prevalent at the time. In general,
independent forecasters expect Irish wholesale power prices to rise
in real terms from current levels, driven by higher gas and carbon
prices. A difference in the achieved wholesale price of electricity
to that which is expected could have a material adverse effect on
the business, financial position, results of operation and future
growth prospects of the Group, as well as returns to investors.
Wind Resource
The investee companies' revenues are dependent upon wind
conditions, which will vary across seasons and years within
statistical parameters. The standard deviation of energy production
is 10 per cent. over a 12 month period (2 per cent. over 25 years).
Since long term variability is low, there is no significant
diversification benefit to be gained from geographical
diversification across weather systems.
The Group does not have any control over the wind resource and
has designed its dividend policy such that it can withstand
significant short term variability in production relating to wind.
Before investment, the Group carries out extensive due diligence
and relevant historical wind data is available over a substantial
period of time. The other component of wind energy generation, a
wind farm's ability to turn wind into energy, is mitigated by
generally purchasing wind farms with a proven operating track
record.
When acquiring wind farms that have only recently entered into
operation, only limited operational data is available. In these
instances, the acquisition agreements with the vendors of these
wind farms may include a "wind energy true-up" which would apply
once at least one year's operational data has become available or
the acquisition price would be adjusted to reflect wind
uncertainty. Under this true-up, the net load factor will be
reforecast based on all available data and the purchase price will
be adjusted, subject to de minimis thresholds and caps.
Asset Life
Wind turbines may have shorter lives than their expected
lifespan of 25 years. In the event that the wind turbines do not
operate for the period of time assumed by the Group in its business
model or require higher than expected maintenance expenditure to do
so, it could have a material adverse effect on investment
returns.
The Group invests in companies that own operating wind farms
with an appropriate track record. The Group performs regular
reviews and ensures that maintenance is performed on all turbines
across the wind farm portfolio. Regular maintenance ensures the
wind turbines are in good working order, consistent with their
expected life-spans.
Market Structure Change (I-SEM)
The island of Ireland has a wholesale electricity market, the
SEM, which is a gross mandatory pool market, centrally dispatched,
where the licensed transmission system operators are responsible
for forecasting wind and demand. As a consequence, wind generators
are not "balance responsible". The regulatory authorities in
Ireland and Northern Ireland are developing a new integrated single
electricity market, I-SEM, which will align SEM with electricity
markets across Europe and is expected to go live in 2018. One of
the material changes is that it introduces "balance responsibility"
wind generators. This introduces a potential cost to the wind
operators. There are examples from comparable markets, such as
United Kingdom, where a similar framework is in place.
It is anticipated that the Group would contract with third party
service providers with relevant experience to manage this risk.
However the present uncertainty as to how balance responsibility
will be addressed and the structuring of the underlying "balancing"
market could have an adverse effect on the Group.
Health and Safety and the Environment
The physical location, operation and maintenance of wind farms
may, if inappropriately assessed and managed, pose health and
safety risks to those involved. Wind farm operation and maintenance
may result in physical injury or industrial accidents, particularly
if an individual were to fall from height, fall or be crushed in
transit from a vessel to an offshore installation or be
electrocuted. If an accident were to occur in relation to one or
more of the Group's investments and if the Group were deemed to be
at fault, the Group could be liable for damages or compensation to
the extent such loss is not covered by insurance policies. In
addition, adverse publicity or reputational damage could ensue
The Board reviews health and safety at each of its scheduled
Board meetings and Kevin McNamara serves as the appointed Health
and Safety Director. The Group engages an independent health and
safety consultant to ensure the ongoing appropriateness of its
health and safety policies.
Wind farms have the potential to cause environmental hazards or
nuisances to their local human populations, flora and fauna and the
surrounding natural environment. Wind farms can receive complaints
relating to specific environmental issues, or compliance with
planning consents and other relevant permits. Separately, the
planning regulations in Ireland historically included a planning
exemption for underground grid connections. There have been
challenges to the basis on which this exemption has been determined
and there is currently uncertainty around how the industry will
resolve this challenge. The Group continues to monitor any
development, taking legal advice where necessary, and addresses
these as and when required.
Going Concern and Financial Risk
The Group's business activities, together with the factors
likely to affect its future development, performance and position,
are set out in the Investment Manager's Report. The Group faces a
number of risks and uncertainties, as set out above. Details of the
financial instruments used along with the financial risk management
objectives and policies of the Group, including exposure to price
risk, interest rate risk, credit risk and liquidity risk are
discussed in note 17 to the consolidated financial statements.
The Group continues to meet day-to-day liquidity needs through
its cash resources.
As at 31 December 2017, the Group had net current assets of
EUR16.5 million and had cash balances of EUR14.8 million (excluding
cash balances within investee companies), which are sufficient to
meet current obligations as they fall due. The major cash outflows
of the Group are costs relating to the acquisition of new assets,
which are discretionary. Future major cash outflows of the Group
will be payment of dividends, which are also discretionary.
The Group had EUR71.2 million of outstanding debt as at 31
December 2017. The Group is expected to continue to comply with the
covenants of its banking facilities going forward.
The Directors have reviewed Group forecasts and projections
which cover a period of not less than 12 months from the date of
this report, taking into account foreseeable changes in investment
and trading performance, which show that the Group has sufficient
financial resources.
On the basis of this review, and after making due enquiries, the
Directors have a reasonable expectation that the Company and the
Group have adequate resources to continue in operational existence
for the foreseeable future. Accordingly, they continue to adopt the
going concern basis in preparing the consolidated financial
statements.
Disclosure of Information to Independent Auditor
The Directors believe that they have taken all steps necessary
to make themselves aware of any relevant audit information and have
established that the Group's statutory auditors are aware of that
information. In so far as they are aware at the time that this
report was approved, there is no relevant audit information of
which the Group's statutory auditors are unaware.
Auditor
BDO, Statutory Audit Firm, were appointed auditors during the
financial period and have expressed their willingness to continue
in office in accordance with Section 383 (2) of the Companies Act,
2014.
The Directors will propose the reappointment of BDO as the
Company's auditor and resolutions concerning this and the
remuneration of the Company's auditor will be proposed at the
AGM.
Audit Committee
Pursuant to the Company's articles of association the Board had
established an Audit Committee that in all material respects meets
the requirements of Section 167 of the Companies Act 2014. The
Audit Committee was fully constituted and active during the period
from IPO to 31 December 2017. For more information, see the Audit
Committee Report.
Annual Accounts
The Board is of the opinion that the Annual Report, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the performance,
strategy and business model of the Company.
The Directors recommend that the Annual Report, the Directors'
Report and the Independent Auditor's Report for the period ended 31
December 2017 are received and adopted by the shareholders and a
resolution concerning this will be proposed at the AGM.
Accounting Records
The Directors believe they have complied with the requirements
of Section 281 to Section 285 of the Companies Act, 2014 with
regard to accounting records by employing accounting personnel with
the appropriate expertise and by providing adequate resources to
the financial function. The accounting records of the Company are
maintained by Northern Trust International Fund Administration
Services (Ireland) Limited at Georges Court, 54-62 Townsend Street,
Dublin 2, Ireland.
Subsequent Events
Significant subsequent events have been disclosed in note 21 to
the consolidated financial statements.
Corporate Governance
The Corporate Governance Report is set out within this
report.
Directors and Company Secretary
The following Directors held office as at 31 December 2017:
Directors
Rónán Murphy (non-executive Chairman)
Emer Gilvarry (non-executive Director)
Kevin McNamara (non-executive Director)
Company Secretary
Andrea Finegan
The biographical details of the Directors are set out in this
Annual Report.
Changes in Directors during the Year
Bertrand Gautier, Paul O'Donnell and Andrea Finegan resigned as
Directors of the Board on 16 June 2017. Rónán Murphy, Emer Gilvarry
and Kevin McNamara were appointed to the Board on 16 June 2017.
Each will stand for re-appointment at the Company's Annual General
Meeting on 26 April 2018.
Directors' and Company Secretary Interests in shares in the
Company
Directors' and Company Secretary's interests in Company shares
as at 31 December 2017 are detailed below.
The Directors and the Company Secretary had no interests in the
share capital at their date of appointment.
Shareholder Ordinary shares of EUR0.01 each held as at
------------------------
31 December 2017
------------------------ -------------------------------------------
Rónán Murphy 100,000
Kevin McNamara 50,000
Emer Gilvarry Nil
Andrea Finegan Nil
------------------------ -------------------------------------------
The Company does not have any share option scheme in place.
Dividend
The Board is recommending a total aggregate dividend of
EUR7,047,000, equivalent to 2.61 cent per share to be declared on 1
March 2018 with respect to the period from IPO to 31 December
2017.
Political Donations
No political donations were made during the period ending 31
December 2017.
Longer Term Viability
The Company is a member of the AIC and complies with the AIC
Code. In accordance with the AIC Code, the Directors are required
to assess the prospects of the Group over a period longer than the
12 months associated with going concern. The Directors conducted
this review for a period of 10 years, which it deemed appropriate,
given the long term nature of the Group's investments which are
modelled over 25 years, coupled with its long term strategic
planning horizon.
In considering the prospects of the Group, the Directors looked
at the key risks facing both the Group and the investee companies,
focusing on the likelihood and impact of each risk as well as any
key contracts, future events or timescales that may be assigned to
each key risk.
As a sector-focused infrastructure fund, the Group aims to
produce stable and progressive dividends while preserving the
capital value of its investment portfolio on a real basis. The
Directors believe that the Group is well placed to manage its
business risks successfully over both the short and long term and
accordingly, the Board has a reasonable expectation that the Group
will be able to continue in operation and to meet its liabilities
as they fall due for a period of at least 10 years.
While the Directors have no reason to believe that the Group
will not be viable over a longer period, they are conscious that it
would be difficult to foresee the economic viability of any company
with any degree of certainty for a period of time greater than 10
years.
Directors' Compliance Statement
The Directors, in accordance with Section 225(2)(a) of the
Companies Act 2014, acknowledge that they are responsible for
securing the Company's compliance with its "relevant obligations".
"Relevant obligations" in the context for the Company, are the
Company's obligations under:
-- The Companies Act 2014, where a breach of the obligations would be a category 1 or category 2 offence.
-- The Companies Act 2014, where a breach of the obligation would be a serious Market Abuse or Prospectus offence.
-- Tax law.
Pursuant to Section 225(2)(b) of the Companies Act 2014, the
Directors confirm that:
-- A compliance policy statement has been drawn up by the Company in accordance with Section 225(3)(a) of the
Companies Act 2014 setting out the Company's policies (that, in the directors' opinion, are appropriate to the
Company) respecting compliance by the Company with its relevant obligations.
-- Appropriate arrangements and structures that in their opinion, are designed to secure material compliance with
the Company's relevant obligations, have been put in place; and
-- A review has been conducted, during the financial period, of the arrangements and structures referred to above.
By order of the Board
Rónán Murphy Kevin McNamara
Director Director
28 February 2018 28 February 2018
Directors' Remuneration Report
This report has been prepared by the Directors in accordance
with the requirements of the Companies Act 2014. A resolution to
consider the Directors' Remuneration Report will be proposed at the
AGM.
The Company's Auditor is required to give their opinion on the
information provided on Directors' remuneration detailed below and
this is explained further in its report to shareholders. The
remainder of this report is outside the scope of the external
audit.
Annual Statement from the Chairman of the Board
The Board, consists solely of non-executive Directors and is
considered to be entirely independent. The Board considers at least
annually the level of the Board's fees, in accordance with the AIC
Code.
Remuneration Policy
As at the date of this report, the Board comprised 3 Directors,
all of whom are non-executive. The Company has established a
Remuneration Committee which comprises all of the Directors and the
Chair is Emer Gilvarry.
Each of the Directors was appointed to the Remuneration
Committee with effect from 25 June 2017, the date of listing on ESM
of the Irish Stock Exchange and AIM of the London Stock Exchange.
The Remuneration Committee did not meet from that date to 31
December 2017. The Committee shall meet at such times as the
Committee Chairman shall require.
Each Director receives a fixed fee per annum based on their
roles and responsibility within the Company and the time commitment
required. It is not considered appropriate that Directors'
remuneration should be performance related and none of the
Directors are eligible for pension benefits, share options, long
term incentive schemes or other benefits in respect of their
services as non-executive Directors of the Company. The total
remuneration of non-executive Directors has not exceeded the limit
set out in the Articles of Association of the Company.
The Company's Articles of Association empower the Board to award
a discretionary bonus where any Director has been engaged in
exceptional work on a time spent basis to compensate for the
additional time spent over their expected time commitment.
The Articles of Association provide that Directors retire and
offer themselves for re-election at the first AGM after their
appointment and at least every 3 years thereafter. In accordance
with corporate governance best practice, the Company expects
Directors to be re-elected annually.
All of the Directors have been provided with letters of
appointment which stipulate that their initial term shall be for 3
years, subject to re-election.
A Director's appointment may at any time be terminated by and at
the discretion of either party upon 6 months' written notice. A
Director's appointment will automatically end without any right to
compensation whatsoever if they are not re-elected by the
Shareholders. A Director's appointment may also be terminated with
immediate effect and without compensation in certain other
circumstances.
The terms and conditions of appointment of non-executive
Directors are available for inspection from the Company's
registered office.
The Company's remuneration policy has applied from listing on 25
July 2017, and the Directors do not envisage any changes to the
remuneration policy in the next accounting period.
Annual Report on Remuneration
The table below (audited information) shows all remuneration
earned by each individual Director during the period:
Date of Appointment Directors' fees per annum Paid from appointment to 31
December 2017
--------------------------------- --------------------- -------------------------- --------------------------------
Rónán Murphy
(chairman) 16 June 2017 EUR100,000 EUR54,231
Kevin McNamara 16 June 2017 EUR50,000 EUR27,115
Emer Gilvarry 16 June 2017 EUR50,000 EUR27,115
--------------------------------- --------------------- -------------------------- --------------------------------
Total EUR108,461
-------------------------------------------------------- -------------------------- --------------------------------
None of the Directors received any other remuneration or
additional discretionary payments during the period from the
Company. None of Bertrand Gautier, Paul O'Donnell or Andrea Finegan
received any fees during their tenure on the Board. Each resigned
from office on 16 June 2017.
On behalf of the Board,
Emer Gilvarry
Chair of the Remuneration Committee
28 February 2018
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report
and the consolidated financial statements in accordance with
applicable law and regulations.
Irish company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
are required to prepare the Group financial statements, and have
elected to prepare the Company financial statements, in accordance
with IFRS as adopted by the EU. Under company law the Directors
must not approve the consolidated financial statements unless they
are satisfied that they give a true and fair view of the state of
affairs of the Group and Company and of the profit or loss for the
Group for that period.
In preparing these consolidated financial statements, the
Directors are required to:
-- Select suitable accounting policies and then apply them consistently;
-- Make judgements and accounting estimates that are reasonable and prudent;
-- State whether they have been prepared in accordance with IFRS as adopted by the EU, subject to any material
departures disclosed and explained in the consolidated financial statements;
-- Prepare the consolidated financial statements on the going concern basis unless it is inappropriate to presume
that the Company and the Group will continue in business;
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the consolidated financial statements comply with the Companies Act
2014 and, as regards the Group financial statements, Article 4 of
the IAS Regulation. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities. The
Directors are responsible for ensuring that the Annual Report,
taken as a whole, is fair, balanced, and understandable and
provides the information necessary for shareholders to assess the
Group's performance, business model and strategy.
Website Publication
The Directors are responsible for ensuring the Annual Report and
the consolidated financial statements are made available on a
website. Financial statements are published on the Company's
website in accordance with legislation in Ireland and the UK
governing the preparation and dissemination of financial
statements, which may vary from legislation in other jurisdictions.
The maintenance and integrity of the Company's website is the
responsibility of the Directors. The Directors' responsibilities
also extend to the ongoing integrity of the consolidated financial
statements contained therein.
On behalf of the Board,
Rónán Murphy Kevin McNamara
Director Director
28 February 2018 28 February 2018
Corporate Governance Report
This Corporate Governance Report forms part of the Report of the
Directors.
Corporate Governance Framework
The Company is committed to high standards of corporate
governance and the Board is responsible for ensuring those high
standards are achieved. Companies admitted to trading on AIM or ESM
are not required to comply with the UK Code or Irish Annex, however
they are required to disclose the corporate governance code which
they have decided to apply. For the period from listing on 25 July
2017 to 31 December 2017, the Company was a member of the AIC and
adopted the AIC Code. The AIC Code provides boards with a framework
of best practice in respect of the governance of investment
companies in the UK. While the Company is not an "investment
company" under the Companies Act, the Company shares key important
characteristics with such companies e.g. it has no employees and
the tasks of portfolio management and risk management are delegated
to the Investment Manager. The FRC has confirmed that investment
companies who report against the AIC Code and follow its
requirements will also be meeting their obligations under the UK
Code and the Irish Corporate Governance Annex. The Board considers
that reporting against the principles and recommendations of the
AIC Code, by reference to the AIC Guide, provides better
information to Shareholders.
The text of the AIC Code and the AIC Guide are available on the
AIC's website, www.theaic.co.uk. The UK Code is available on the
FRC's website, www.frc.org.uk.
Statement of Compliance
The Board confirms that the Company has complied with the AIC
Code during the period from listing on 25 July 2017 to 31 December
2017.
The Board
As at the date of this report, the Board comprises of 3
non-executive Directors, all of whom are considered to be
independent of the Investment Manager and free from any business or
other relationship that could materially interfere with the
exercise of their independent judgement. Directors' details which
sets out the range of investment, financial and business skills and
experience represented.
Greencoat Renewables DAC was incorporated on 15 February 2017.
The Directors appointed to Greencoat Renewables DAC from
incorporation: Bertrand Gautier (appointed 15 February 2017); Paul
O'Donnell (appointed 15 February 2017); and Andrea Finegan
(appointed 3 March 2017) all resigned on the 16 June 2017 in
preparation for listing of the Company on the 25 July 2017. The
current Directors, were appointed on 16 June 2017.
No external search consultancy or open advertisement was used in
the recruitment of the Chairman or the Directors on the basis that
the Investment Manager had access to suitable qualified candidates
with significant knowledge of the business. Therefore, neither an
external search consultancy nor open advertisement would add value
in the circumstances.
Director Re-election and Appointment
The Articles of Association provide that Directors shall retire
and offer themselves for re-election at the first AGM after their
appointment and at least every 3 years thereafter. All of the
Directors shall offer themselves for re-election at the forthcoming
AGM. Having considered their effectiveness, demonstration of
commitment to the role, attendance at meetings and contribution to
the Board's deliberations, the Board approves the nomination for
re-election of all of the Directors.
Any Director, who has held office with the Company for three
consecutive 3-year terms, shall retire from office. This will allow
for phased Board appointments and retirements and enable the Board
to consider whether there is any risk that such Director might
reasonably be deemed to have lost independence through such long
service.
The terms and conditions of appointment of non-executive
Directors are available for inspection from the Company's
registered office.
The Chairman
The Chairman's primary responsibility is to lead the Board and
to ensure its effectiveness both collectively and individually. The
Chairman of the Board is Rónán Murphy. In considering the
independence of the Chairman, the Board took note of the provisions
of the AIC Code relating to independence, and has determined that
Mr. Murphy is an Independent Director. The Company has no employees
and therefore there is no requirement for a chief executive.
Diversity Policy and Independence
The Board has a policy to base appointments on merit and against
objective criteria, with due regard for the benefits of diversity,
including gender diversity. Its objective is to attract and
maintain a Board that, as a whole, comprises an appropriate balance
of skills and experience.
The Board consists of individuals from relevant and
complementary backgrounds offering experience on the Board of
listed companies, in financial and legal services as well as in the
energy sector. As at the date of this report, the Board comprised 2
men and 1 woman, all non-executive Directors who are considered to
be independent of the Investment Manager and free from any business
or other relationship that could materially interfere with the
exercise of their independent judgement.
The Investment Manager operates an equal opportunities policy
and its partners and employees comprised 18 men and 10 women as of
31 December 2017.
Board Responsibilities
The Board will meet, on average, 4 times in each calendar year
for scheduled quarterly Board meetings and on an ad hoc basis where
necessary. At each meeting the Board follows a formal agenda that
will cover the business to be discussed including, but not limited
to, strategy, performance and the framework of internal controls,
as well as review its own performance and composition. Between
meetings there is regular contact with the Investment Manager. The
Board requires to be supplied, in a timely manner, with information
by the Investment Manager, the Administrator, the Depositary and
other advisers in a form and of a quality appropriate to enable it
to discharge its duties.
The Board is responsible for the determination of the Company's
investment objective and policy and has overall responsibility for
the Company's activities. The Company has entered into the
Investment Management Agreement with the Investment Manager
pursuant to which the Investment Manager is responsible for the
day-to-day management of the Company.
The Board has established procedures which provide a reasonable
basis for the Directors to make proper judgement on an ongoing
basis as to the financial position and prospects of the
Company.
The Investment Manager will at all times act within the
parameters set out in the investment policy. The Investment Manager
reports to the Board and keeps the Board appraised of material
developments on an ongoing basis.
The Investment Manager is responsible for, among other
things:
-- Management of the Portfolio and further investments;
-- Identifying, evaluating and executing possible further investments;
-- Risk management;
-- Reporting to the Board;
-- Calculating and publishing NAV, with the assistance of the Administrator;
-- Assisting the Company in complying with its ongoing
obligations as a company whose shares are admitted to trading on
AIM and ESM; and
-- Directing, managing, supervising and co-ordinating the
Company's third party service providers, including the Depositary
and the Administrator, in accordance with prudent industry
practice.
The Board has the ability to specify from time to time specific
matters that require prior Board approval ("Reserved Matters") or
specific matters that it believes ought to be brought to the
Board's attention as part of the general reporting process between
the Investment Manager and the Board. The initial list of Reserved
Matters specified by the Board includes entry into markets other
than those located in the Republic of Ireland, entry into
transactions other than those involving operational onshore wind
assets, entry into any acquisitions increasing GAV by more than 50%
and entry into material new financing facilities.
The Investment Manager shall once every calendar quarter submit
to the Board a report of activities, investments and performance of
the Company, including progress of all investments, details of the
pipeline of acquisitions and any disposals and, in addition, shall
promptly report to the Board any other information which could
reasonably be considered to be material.
Committees of the Board
The Company's Audit Committee is chaired by Kevin McNamara, and
consists of a minimum of 2 members. Emer Gilvarry is the second
member of the Audit Committee. In accordance with best practice,
the Company's Chairman is not a member of the Audit Committee,
however he does attend Audit Committee meetings as and when deemed
appropriate. The Audit Committee Report describes the work of the
Audit Committee.
The Company has established a Management Engagement Committee,
which comprises all the Directors and the Chair is Rónán Murphy.
The Management Engagement Committee will meet at least once a year.
The Management Engagement Committee's main function is to keep
under review the performance of the Investment Manager and examine
the effectiveness of the Company's internal control systems and
review and make recommendations on any proposed amendment to the
Investment Management Agreement. The Management Engagement
Committee will also perform a review of the performance of other
key service providers to the Group.
Terms of Reference for the Management Engagement Committee have
been approved by the Board. Additional members of the committee may
be appointed and existing members removed by the committee. The
membership of the committee is reviewed by the Board on a periodic
basis and at least once a year.
In accordance with the AIC Code, the Company has also set up
Remuneration and Nomination Committees. The Remuneration Committee
comprises of all the Directors and the Chair is Emer Gilvarry. The
Remuneration Committee's main functions are to determine and agree
the Board policy for the remuneration of the Directors and review
and consider any additional ad hoc payments in relation to duties
undertaken over and above normal business. The Remuneration
Committee will meet at least once a year.
The Nomination Committee comprises all of the Directors and the
Chair is Rónán Murphy. The Nomination Committee's main function is
to review the structure, size and composition of the Board
regularly and to consider succession planning for Directors. The
Nomination Committee will meet at least once a year. Given that the
Board has been in place for six months, the Nomination Committee
has not meet during the period 31 December 2017 and as a result has
not prepared a Nomination Committee report.
Board Meetings, Committee Meetings and Directors' Attendance
A schedule of Board and Audit Committee meetings is circulated
to the Board one year ahead including the key agenda items for each
meeting. For other Committees meetings are arranged as and when
required. The number of meetings of the full Board of the PLC
attended in the period to 31 December 2017 by each Director is set
out below:
Scheduled Board Meetings (Total of 5) Audit Committee Meetings (Total of 2)
------------------------ -------------------------------------- --------------------------------------
Rónán Murphy 5 2
Emer Gilvarry 5 2
Kevin McNamara 5 2
------------------------ -------------------------------------- --------------------------------------
This excludes the Board meetings which took place before the
Company was listed. The Nominations, Remuneration and Management
Engagement Committees did not meet during the period from 25 July
2017 to 31 December 2017.
Board Performance and Evaluation
Performance and evaluation pursuant to Principle 7 of the AIC
Code, the Board intends to undertake a formal and rigorous
evaluation of its performance each financial year. The first review
is due to be undertaken in June 2018.
Each individual Directors' training and development needs are
reviewed annually. All new Directors received an induction,
including being provided with information about the Company and
their responsibilities and meetings with the Investment Manager. In
addition, each Director will visit operational sites and specific
Board training days are arranged involving presentations on
relevant topics.
Directors' Indemnity
Directors' and Officers' liability insurance cover is in place
in respect of the Directors. The Company's articles of association
provide, subject to the provisions of Ireland and UK legislation,
an indemnity for Directors in respect of costs which they may incur
relating to the defence of any proceedings brought against them
arising out of their positions as Directors, in which they are
acquitted or judgement is given in their favour by the Court.
Except for such indemnity provisions in the Company's articles
of association and in the Directors' letters of appointment, there
are no qualifying third party indemnity provisions in force.
The Investment Manager
The Board has entered into the Investment Management Agreement
with the Investment Manager under which the Investment Manager is
responsible for developing strategy and the day-to-day management
of the Group's investment portfolio, in accordance with the Group's
investment objective and policy, subject to the overall supervision
of the Board. A summary of the fees paid to the Investment Manager
are given in note 3 to the financial statements
The Investment Manager's appointment is for an initial term of 5
years from the admission date (25 July 2017). The Investment
Management Agreement may be terminated by either party on the
conclusion of the initial term provided the party purporting to
terminate provides not less than 12 months prior written notice of
its intention to terminate the agreement. The Investment Management
Agreement may be terminated with immediate effect and without
compensation, by either the Investment Manager or the Company if
the other party has gone into liquidation, administration or
receivership or has committed a material breach of the Investment
Management Agreement.
Risk Management and Internal Control
The Board is responsible for the Company's system of internal
control and for reviewing its effectiveness. The Board confirms
that it has an ongoing process for identifying, evaluating and
managing the significant risks faced by the Company.
The Company's principal risks and uncertainties are detailed on
this report. As further explained in the Audit Committee Report,
the risks of the Company are outlined in a risk matrix which was
reviewed and updated during the period. The Board continually
reviews its policy setting and updates the risk matrix annually to
ensure that procedures are in place with the intention of
identifying, mitigating and minimising the impact of risks should
they crystallise. The Board relies on reports periodically provided
by the Investment Manager, the Depositary and the Administrator
regarding risks that the Company faces. When required, experts are
employed to gather information, including tax and legal advisers.
The Board also regularly monitors the investment environment and
the management of the Company's portfolio, and applies the
principles detailed in the internal control guidance issued by the
FRC.
The principal features of the internal control systems which the
Investment Manager and the Administrator have in place in respect
of the Group's financial reporting include:
-- Internal reviews of all financial reports;
-- Review by the Board of financial information prior to its publication; and
-- Authorisation limits over expenditure incurred by the Group.
Information and Support
The Board can seek independent professional advice on a matter,
at the Company's expense, where they judge it necessary to
discharge their responsibilities as Directors. The Committees of
the Board are provided with sufficient resources to undertake their
duties. The Directors have access to the services of the Company
Secretary and assistant Company Secretary, who are responsible for
ensuring that Board procedures are followed.
Whistleblowing
The Board has considered the AIC Code recommendations in respect
of arrangements by which staff of the Investment Manager or
Administrator may, in confidence, raise concerns within their
respective organisations about possible improprieties in matters of
financial reporting or other matters. It has concluded that
adequate arrangements are in place for the proportionate and
independent investigation of such matters and, where necessary, for
appropriate follow-up action to be taken within their
organisation.
Amendment of Articles of Association
The Company's Articles of Association may be amended by the
members of the Company by special resolution (requiring a majority
of at least 75 per cent. of the persons voting on the relevant
resolution).
General Meetings
The Company shall hold in each year a general meeting as its
annual general meeting in addition to any other meeting in that
year and shall specify the meeting as such in the notice calling
it. All general meetings other than annual general meetings shall
be called extraordinary general meetings. The Directors may convene
general meetings. Extraordinary general meetings may also be
convened on such requisition, or in default, may be convened by
such requisitionists as provided by the Companies Act 2014.
All business shall be deemed special that is transacted at an
extraordinary general meeting. All business that is transacted at
an annual general meeting shall also be deemed special, with the
exception of declaring a dividend, the consideration of the
Company's statutory financial statements and reports of the
Directors and auditors, the review by the members of the Company's
affairs, the appointment of Directors in the place of those
retiring (whether by rotation or otherwise), the fixing of the
remuneration of the Directors subject to sections 380 and 382 to
385 of the Companies Act, the appointment and re-appointment of the
auditors and the fixing of the remuneration of the auditors.
Every member entitled to attend and vote at a general meeting
may appoint a proxy to attend, speak and vote on his behalf
provided, however, that a member may appoint more than one proxy
provided that each proxy is appointed to exercise the rights
attached to shares held in different securities accounts. The
holders of ordinary shares have the right to receive notice of and
attend and vote at all general meetings of the Company and they are
entitled, on a poll or a show of hands, to one vote for every
ordinary share they hold.
Votes may be given either personally or by proxy. Subject to any
rights or restrictions for the time being attached to any class or
classes of shares and subject to any suspension or abrogation of
rights pursuant to the Articles, on a show of hands every member
present in person and every proxy shall have one vote, so, however,
that no individual shall have more than one vote, and on a poll
every member shall have one vote for every share carrying rights of
which he is the holder. On a poll a member entitled to more than
one vote need not cast all his votes or cast all the votes he uses
in the same way.
Relations with Shareholders
The Company welcomes the views of shareholders and places great
importance on communication with its shareholders. Senior members
of the Investment Manager make themselves available at all
reasonable times to meet with principal shareholders and key sector
analysts. The Chairman and other Directors are also available to
meet with shareholders if required.
All shareholders have the opportunity to put questions to the
Company at the registered address. The AGM of the Company will
provide a forum for shareholders to meet and discuss issues with
the Directors and Investment Manager.
The Board receives shareholder reports at all quarterly Board
meetings and regularly monitors the views of shareholders and the
shareholder profile of the Company. The Board is also kept fully
informed of all relevant market commentary on the Company by the
Investment Manager.
Shareholders may also find Company information or contact the
Company through its website: www.greencoat-renewables.com.
Audit Committee Report
During the period from listing to 31 December 2017, the Audit
Committee comprised of Kevin McNamara (Chairman), and Emer
Gilvarry. The AIC Code has a requirement that at least one member
of the Audit Committee should have recent and relevant financial
experience and the Audit Committee as a whole shall have competence
relevant to the sector. The Board is satisfied that the Audit
Committee is properly constituted in these respects. The
qualifications and experience of all Audit Committee members are
disclosed on this report.
The Audit Committee operates within clearly defined terms of
reference which were reviewed during the financial year. The
revised terms have been approved by the Board, and include all
matters indicated by the AIC Code and are available for inspection
on the Company's website: www.greencoat-renewables.com.
Audit Committee meetings are scheduled at appropriate times in
the reporting and auditing cycle. The Chairman, other Directors and
third parties may be invited to attend meetings as and when deemed
appropriate.
Meetings
The Audit Committee met 2 times up to 31 December 2017. A
breakdown of Director attendance is set out in the Corporate
Governance Report. BDO attended 2 of the 3 formal Audit Committee
meetings held during the period from incorporation to the date of
this report.
Summary of the Role and Responsibilities of the Audit
Committee
The duties of the Audit Committee include reviewing the Interim
report, Annual Report and financial statements and any formal
announcements relating to the Company's financial performance.
The Audit Committee is the forum through which the external
auditor reports to the Board and is responsible for reviewing the
terms of appointment of the Auditor, together with their
remuneration. On an ongoing basis, the Audit Committee is
responsible for reviewing the objectivity of the Auditor along with
the effectiveness of the audit and the terms under which the
Auditor is engaged to perform non-audit services. The Audit
Committee is also responsible for reviewing the Company's corporate
governance framework, system of internal controls and risk
management, ensuring they are suitable for an investment
company.
The Audit Committee reports its findings to the Board,
identifying any matters on which it considers that action or
improvement is needed, and make recommendations on the steps to be
taken.
Overview
During the period, the Audit Committee's discussions have been
broad ranging. In addition to the 4 formally convened Audit
Committee meetings from incorporation to the date of this report,
the Audit Committee has had regular contact and meetings with the
Investment Manager, and the Administrator. These meetings and
discussions focused on, but were not limited to:
-- Reviewing the updated risk matrix of the Company;
-- Reviewing the Company's corporate governance framework;
-- Reviewing the internal controls framework for the Company, the Administrator and the Investment Manager,
considering the need for a separate internal audit function;
-- Considering incidents of fraud and the Company's response thereto;
-- Considering the ongoing assessment of the Company as a going concern;
-- Considering the principal risks and period of assessment for the longer term viability of the Company;
-- Monitoring the ongoing appropriateness of the Company's status as an investment entity under IFRS 10, in
particular following an acquisition;
-- Monitoring compliance with AIFMD, the AIC code and other regulatory and governance frameworks;
-- Reviewing and approving the audit plan in relation to the audit of the Company's Annual Report and financial
statements;
-- Monitoring compliance with the Company's policy on the provision of non-audit services by the Auditor; and
-- Reviewing the effectiveness, resources, qualifications and independence of the Auditor.
Financial Reporting
The primary role of the Audit Committee in relation to financial
reporting is to review, with the Investment Manager, the
Administrator and the Auditor, the appropriateness of the Interim
Report and Annual Report and financial statements, concentrating
on, amongst other matters:
-- The quality and acceptability of accounting policies and practices;
-- The clarity of the disclosures and compliance with financial reporting standards and relevant financial and
governance reporting requirements;
-- Amendments to legislation and corporate governance reporting requirements and accounting treatment of new
transactions in the period;
-- The impact of new and amended accounting standards on the Company's financial statements;
-- Whether the Audit Committee believes that proper and appropriate processes and procedures have been followed in
the preparation of the Interim Report and Annual Report and financial statements;
-- Consideration and recommending to the Board for approval of the contents of the annual financial statements and
reviewing the Auditors' report thereon including consideration of whether the consolidated financial statements
are overall fair, balanced and understandable;
-- Material areas in which significant judgements have been applied or there has been discussion with the Auditor;
and
-- Any correspondence from regulators in relation to the Company's financial reporting.
Matters typically discussed include the Auditor's assessment of
the transparency and openness of interactions with the Investment
Manager and the Administrator, confirmation that there has been no
restriction in scope placed on them, the independence of their
audit and how they have exercised professional scepticism.
Significant Issues
The Audit Committee discussed the planning, conduct and
conclusions of the external audit as it proceeded. At the Audit
Committee meeting in advance of the period end, the Audit Committee
discussed and approved the Auditor's audit plan. The Audit
Committee identified the fair value of investments as a key area of
risk of misstatement in the Company's financial statements.
Assessment of the Fair Value of Investments
The Group's accounting policy is to designate investments at
fair value through profit or loss. Therefore, the most significant
risk in the Group's accounts is whether its investments are fairly
valued due to the uncertainty involved in determining the
investment valuations. There is also an inherent risk of management
override as the Investment Manager's fee is calculated based on NAV
as disclosed in note 3 to the consolidated financial statements.
The Investment Manager is responsible for calculating the NAV with
the assistance of the Administrator, in accordance with its
valuation policy and is subject to the approval of its valuation
committee.
On a quarterly basis, the Investment Manager provides a detailed
analysis of the NAV highlighting any movements and assumption
changes from the previous quarter's NAV. The Audit Committee
considers and challenges this analysis and the rationale of any
changes made. The Committee has satisfied itself that the key
estimates and assumptions used in the valuation model, which are
disclosed in note 2 to the consolidated financial statements, are
appropriate and that the investments have been fairly valued.
Internal Control
The Audit Committee has established a set of ongoing processes
designed to meet the particular needs of the Company in managing
the risks to which it is exposed.
The process is one whereby the Investment Manager has identified
the key risks to which the Company is exposed, and recorded them on
a risk matrix together with the controls employed to mitigate these
risks. A residual risk rating has been applied to each risk. The
Audit Committee is responsible for reviewing the risk matrix and
associated controls before recommending to the Board for
consideration and approval, challenging the Investment Manager's
assumptions to ensure a robust internal risk management
process.
The Audit Committee formally reviewed the updated risk matrix
during the period and will continue to do so on, an annual basis.
By their nature, these procedures provide a reasonable, but not
absolute, assurance against material misstatement or loss. Regular
reports will be provided to the Audit Committee highlighting
material changes to risk ratings.
During the period, the Audit Committee also discussed and
reviewed the internal controls framework in place at the Investment
Manager and the Administrator in depth. Discussions focused on 3
lines of defence: assurances at operational level; internal
oversight; and independent objective assurance. The Audit Committee
concluded that these frameworks were appropriate for the
identification, assessment, management and monitoring of financial
and regulatory risks, with particular regard to the protection of
the interests of the Company's shareholders.
Internal Audit
The Audit Committee continues to review the need for an internal
audit function and has decided that the systems, processes and
procedures employed by the Company, Investment Manager and
Administrator, including their own internal controls and
procedures, provide sufficient assurance that an appropriate level
of risk management and internal control is maintained. In addition
to this, the Company's external Depositary provides cash
monitoring, asset verification and oversight services to the
Company.
The Audit Committee has therefore concluded that Shareholders'
investments and the Company's assets are adequately safeguarded and
an internal audit function specific to the Company is considered
unnecessary.
The Audit Committee shall meet investors in relation to the
Company's financial reporting and internal controls, should it be
deemed appropriate.
External Auditor
Effectiveness of the Audit Process
The Audit Committee assessed the effectiveness of the audit
process by considering BDO's fulfilment of the agreed audit plan
through the reporting presented to the Audit Committee by BDO and
the discussions at the Audit Committee meeting, which highlighted
the major issues that arose during the course of the audit. In
addition, the Audit Committee also sought feedback from the
Investment Manager and the Administrator on the effectiveness of
the audit process. For this financial period, the Audit Committee
was satisfied that there had been appropriate focus and challenge
on the primary areas of audit risk and assessed the quality of the
audit process to be good.
Non-Audit Services
Details of fees paid to BDO during the period are disclosed in
note 5 to the consolidated financial statements. The Audit
Committee approved these fees after a review of the level and
nature of work to be performed, and are satisfied that they are
appropriate for the scope of the work required. The Audit Committee
seeks to ensure that any non-audit services provided by the
external auditor do not conflict with their statutory and
regulatory responsibilities, as well as their independence, before
giving written approval prior to their engagement. The Audit
Committee was satisfied that BDO had adequate safeguards in place
and that provision of these non-audit services did not provide
threats to the Auditor's independence.
The Audit Committee has a policy regarding the provision of
non-audit services by the external auditor which precludes the
external auditor from providing any of the prohibited non-audit
services as listed in Article 5 of the EU Directive Regulation (EU)
No 537/2014. The Audit Committee monitors the Group's expenditure
on non-audit services provided by the Company's auditor who should
only be engaged for non-audit services where they are deemed to be
the most commercially viable supplier and prior approval of the
Audit Committee has been sought.
Independence
The Audit Committee is required to consider the independence of
the external auditor. In fulfilling this requirement, the Audit
Committee has considered a report from BDO describing its
arrangements to identify, report and manage any conflict of
interest and the extent of non-audit services provided by them.
The Audit Committee has concluded that it considers BDO to be
independent of the Company and that the provision of the non-audit
services described above is not a threat to the objectivity and
independence of the conduct of the audit.
Re-appointment
BDO has been the Company's Auditor from its incorporation on 15
February 2017. The Auditor is required to rotate the audit partner
responsible for the Group audit every 5 years. Therefore, the lead
partner will be required to rotate after the completion of the 2022
year-end audit.
The external audit contract is required to be put to tender at
least every 10 years. The Audit Committee shall give advance notice
of any retendering plans within the annual report. The Audit
Committee has considered the re-appointment of the Auditor and
decided not to put the provision of the external audit out to
tender at this time. As described above, the Audit Committee
reviewed the effectiveness and independence of the Auditor and
remain satisfied that the Auditor provides effective independent
challenge to the Board, the Investment Manager and the
Administrator. The Audit Committee will continue to monitor the
performance of the Auditor on an annual basis and will consider
their independence and objectivity, taking account of appropriate
guidelines.
The Audit Committee has therefore recommended to the Board that
BDO be proposed for re-appointment as the Company's Auditor at the
AGM of the Company.
Annual General Meeting
The Chairman of the Audit Committee will be present at the
Company's AGM to answer questions on the Audit Committee's activity
and matters within the scope of the Audit Committee's
responsibilities.
On behalf of the board,
Kevin McNamara
Chairman of the Audit Committee
28 February 2018
Independent Auditor's Report
To the members of Greencoat Renewables PLC
Opinion
We have audited the financial statements of Greencoat Renewables
PLC ("Company") and its subsidiaries ("Group") for the financial
period from 15 February 2017 (date of incorporation) to 31 December
2017, which comprise the Consolidated Statement of Comprehensive
Income, Consolidated and Company Statement of Financial Position,
Consolidated and Company Statement of Changes in Equity,
Consolidated and Company Statement of Cash Flows, and the related
notes including the summary of significant accounting policies set
out in note 1. The financial reporting framework that has been
applied in their preparation is Irish Law and International
Financial Reporting Standards ("IFRS") as adopted by the European
Union and, as regards the Company financial statements, as applied
in accordance with the provisions of the Companies Act 2014.
In our opinion:
-- The Group financial statements give a true and fair view of
the assets, liabilities and financial position of the Group as at
31 December 2017 and of its loss for the financial period then
ended;
-- The Company Statement of Financial Position gives a true and
fair view of the assets, liabilities and financial position of the
Company as at 31 December 2017;
-- The Group financial statements have been properly prepared in
accordance with IFRS as adopted by the European Union;
-- The Company financial statements have been properly prepared
in accordance with IFRS as adopted by the European Union as applied
in accordance with the provisions of the Companies Act 2014;
and
-- The Group financial statements and Company financial
statements have been properly prepared in accordance with the
requirements of the Companies Act 2014 and, as regards the Group
financial statements, Article 4 of the IAS Regulation.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (Ireland) ("ISAs (Ireland)") and applicable
law. Our responsibilities under those standards are further
described in the Auditor's Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of
the Group and Company in accordance with ethical requirements that
are relevant to our audit of financial statements in Ireland,
including the Ethical Standard as applied to public interest
entities issued by the Irish Auditing and Accounting Supervisory
Authority ("IAASA"), and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current financial period and include the most
significant assessed risks of material misstatement (whether or not
due to fraud) we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of resources
in the audit; and directing the efforts of the engagement team
These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these
matters.
Key Audit Matter
The valuation of investments is a subjective accounting estimate
where there is an inherent risk of management override arising from
the investment valuations being prepared by the Investment Manager,
who is remunerated based on the Net Asset Value ("NAV") of the
Company.
The entire investment portfolio is represented by unquoted
equity and loan investments and all investments are individually
material to the financial statements.
Related disclosures
Refer to:
-- Note 1 - Significant accounting policies;
-- Note 2 - Critical accounting judgments, estimates and assumptions;
-- Note 4 - Return on investments; and
-- Note 8 - Investments at fair value through profit or loss;
of the accompanying financial statements.
Audit Response
For investments valued using a discounted cash flow model we
performed the following procedures:
-- Challenged the appropriateness of the selection and application of key assumptions in the discounted cash flow
model including discount rate, energy yield, power price, inflation rate and asset life by benchmarking to
available industry data and consulting with our internal valuation specialists;
-- Agreed energy yield, power price and inflation rate used in the model to independent reports;
-- We obtained and reviewed all key agreements and contracts and considered if they were accurately reflected in the
valuation model;
-- We reviewed the arithmetical accuracy of the valuation model;
-- Agreed cash and other net assets to bank statements and investee company management accounts;
-- We critically evaluated and challenged management's assessment as to the recoverability of the loan investments;
-- We vouched to loan agreements and verified the terms of the loan; and
-- We have reviewed the performance of the loan investments during the financial period under review.
Our application of materiality
We define materiality as the magnitude of misstatement in the
financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or
influenced. We use materiality both in planning the scope of our
audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
-- For the purpose of our audit we used overall materiality of EUR3.9m, which represents approximately 1.5 per cent.
of the Group and Company's NAV.
-- We applied this threshold, together with qualitative considerations, to determine the scope of our audit and the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the Financial
Statements as a whole.
-- We chose NAV as the benchmark because of the Group and Company's asset based structure. We selected 1.5 per cent.
based on our professional judgment, noting that it is also within the range of commonly accepted asset-related
benchmarks.
-- In addition, we used a specific materiality for the purpose of testing transactions and balances which impact on
the Group's realised return. Specific materiality of EUR1.2m, which represents approximately 10 per cent. of the
loss before tax, excluding the unrealised valuation movements.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in
relation to which ISAs (Ireland) require us to report to you
where:
-- The directors' use of the going concern basis of accounting in the preparation of the financial statements is not
appropriate: or
-- The directors have not disclosed in the financial statements any identified material uncertainties that may cast
significant doubt about the Group and the Company's ability to continue to adopt the going concern basis of
accounting for a period of at least 12 months from the date when the financial statements are authorised for
issue.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report other than the financial statements and our auditor's report
thereon. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2014
Based solely on the work undertaken in the course of the audit,
we report that:
-- In our opinion, the information given in the Directors' Report is consistent with the financial statements; and
-- In our opinion, the Directors' Report has been prepared in accordance with the Companies Act 2014.
We have obtained all the information and explanations which we
consider necessary for the purposes of our audit.
In our opinion, the accounting records of the Company were
sufficient to permit the financial statements to be readily and
properly audited and the Company Statement of Financial Position is
in agreement with the accounting records.
Matters on which we are required to report by exception
Based on the knowledge and understanding of the Group and the
Company and its environment obtained in the course of the audit, we
have not identified material misstatements in the Directors'
Report.
We are also required to review:
-- The Directors' statement in relation to going concern and longer-term viability;
-- The part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the
AIC Code specified for our review; and
-- Certain elements of disclosures in the report to shareholders by the Board of Directors' remuneration committee.
In addition, the Companies Act 2014 requires us to report to you
if, in our opinion, the disclosures of directors' remuneration and
transactions required by sections 305 to 312 of the Act are not
made.
We have nothing to report in this regard.
Respective responsibilities
Responsibilities of directors for the financial statements
As explained more fully in the directors' responsibilities
statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view, and for such internal control as they determine is
necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the directors are
responsible for assessing the Group and Company's ability to
continue as going concerns, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Group
or the Company or to cease operations, or has no realistic
alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (Ireland) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of
the financial statements is located on the IAASA's website at:
http://www.iaasa.ie/getmedia/b2389013-1cf6-458b-9b8f-a98202dc9c3a/Description_of_auditors_responsiblities_for_audit.pdf
This description forms part of our auditor's report.
The purpose of our audit work and to whom we owe our
responsibilities
Our report is made solely to the Company's members, as a body,
in accordance with section 391 of the Companies Act 2014. Our audit
work has been undertaken so that we might state to the Company's
members those matters we are required to state to them in an
auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members, as a body,
for our audit work, for this report, or for the opinions we have
formed.
Brian Hughes
For and on behalf of BDO,
Dublin,
Ireland
Statutory Audit Firm
AI223876
28 February 2018
Consolidated Statement of Comprehensive Income
For the period ended 31 December 2017
For the period ended
Note 31 December 2017
EUR'000
---------------------------------------------------------------------------- ----- ---------------------
Return on investments 4 13,157
Other income 1,413
---------------------------------------------------------------------------- ----- ---------------------
Total income and gains 14,570
Operating expenses 5 (2,154)
Investment acquisition costs (2,524)
---------------------------------------------------------------------------- ----- ---------------------
Operating profit 9,892
Finance expense 12 (12,464)
---------------------------------------------------------------------------- ----- ---------------------
Loss for the period before tax (2,572)
Taxation 6 -
---------------------------------------------------------------------------- ----- ---------------------
Loss for the period after tax (2,572)
Loss and total comprehensive income attributable to:
Equity holders of the Company (2,572)
Earnings per share
---------------------------------------------------------------------------- ----- ---------------------
Basic and diluted earnings from continuing operations in the period (cent) 7 (1.91)
---------------------------------------------------------------------------- ----- ---------------------
The accompanying notes form an integral part of the consolidated
financial statements.
Consolidated Statement of Financial Position
As at 31 December 2017
Note 31 December 2017
EUR'000
-------------------------------------------------- ----- -----------------
Non current assets
Investments at fair value through profit or loss 8 316,796
-------------------------------------------------- ----- -----------------
316,796
Current assets
Receivables 10 2,977
Cash and cash equivalents 14,794
-------------------------------------------------- ----- -----------------
17,771
Current liabilities
Payables 11 (1,312)
-------------------------------------------------- ----- -----------------
Net current assets 16,459
Non current liabilities
Loans and borrowings 12 (71,169)
Net assets 262,086
-------------------------------------------------- ----- -----------------
Capital and reserves
Called up share capital 14 2,700
Share premium account 14 11,958
Other distributable reserves 250,000
Retained earnings (2,572)
-------------------------------------------------- ----- -----------------
Total shareholders' funds 262,086
-------------------------------------------------- ----- -----------------
Net assets per share (cent) 15 97.1
-------------------------------------------------- ----- -----------------
Authorised for issue by the Board on 28 February 2018 and signed
on its behalf by:
Rónán Murphy Kevin McNamara
Chairman Director
The accompanying notes form an integral part of the consolidated
financial statements.
Company Statement of Financial Position
As at 31 December 2017
Note 31 December 2017
EUR'000
-------------------------------------------------- ----- -----------------
Non current assets
Investments at fair value through profit or loss 8 243,324
-------------------------------------------------- ----- -----------------
243,324
Current assets
Receivables 10 5,220
Cash and cash equivalents 14,514
-------------------------------------------------- ----- -----------------
19,734
Current liabilities
Payables 11 (972)
-------------------------------------------------- ----- -----------------
Net current assets 18,762
Net assets 262,086
-------------------------------------------------- ----- -----------------
Capital and reserves
Called up share capital 14 2,700
Share premium account 14 11,958
Other distributable reserves 250,000
Retained earnings (2,572)
-------------------------------------------------- ----- -----------------
Total shareholders' funds 262,086
-------------------------------------------------- ----- -----------------
Net assets per share (cent) 15 97.1
-------------------------------------------------- ----- -----------------
The Company has taken advantage of the exemption under section
304 of the Companies Act 2014 and accordingly has not presented a
Statement of Comprehensive Income for the Company alone. The loss
after tax of the Company for the period was EUR2,571,891.
Authorised for issue by the Board on 28 February 2018 and signed
on its behalf by:
Rónán Murphy Kevin McNamara
Chairman Director
The accompanying notes form an integral part of the consolidated
financial statements.
Consolidated and Company Statement of Changes in Equity
For the Period ended 31 December 2017
Other
Distributable
Reserves Retained earnings Total
Note Share capital Share premium EUR'000 EUR'000 EUR'000
-------------------- ----- -------------- -------------- ------------------ ------------------ ---------
Opening net assets - - - - -
attributable to
shareholders (15
February 2017)
Issue of share
capital 14 2,700 - - - 2,700
Issue of share
premium 14 - 267,300 - - 267,300
Share issue costs 14 - (5,342) - - (5,342)
Capital reduction - (250,000) 250,000 - -
Profit and total
comprehensive
income for the
period - - - (2,572) (2,572)
Closing net assets
attributable to
shareholders 2,700 11,958 250,000 (2,572) 262,086
-------------------- ----- -------------- -------------- ------------------ ------------------ ---------
Other distributable reserves were created through the capital
reduction process undertaken during the period. This amount is
capable of being applied in any manner in which the Company's
profits available for distribution, as determined in accordance
with the Companies Act 2014, are able to be applied.
After taking account of cumulative unrealised gains of
EUR7,701,703, the total reserves distributable by way of a dividend
as at 31 December 2017 were EUR239,726,406.
The accompanying notes form an integral part of the consolidated
financial statements.
Consolidated Statement of Cash Flows
For the period ended 31 December 2017
For the period ended
Note 31 December 2017
EUR'000
------------------------------------------------------------- ----- ---------------------
Net cash flows from operating activities 16 3,817
Cash flows from investing activities
Acquisition of investments (147,401)
Investment acquisition costs (2,524)
Repayment of shareholder loan investments 4,076
------------------------------------------------------------- ----- ---------------------
Net cash flows from investing activities (145,849)
Cash flows from financing activities
Issue of share capital 270,000
Payment of issue costs (5,230)
Amounts drawn down on loan facilities 223,169
Amounts repaid on loan facilities (152,000)
Finance costs (13,174)
Repayment of project finance loan (165,939)
------------------------------------------------------------- ----- ---------------------
Net cash flows from financing activities 156,826
Net increase in cash and cash equivalents during the period 14,794
Cash and cash equivalents at the beginning of the period -
Cash and cash equivalents at the end of the period 14,794
------------------------------------------------------------- ----- ---------------------
The accompanying notes form an integral part of the consolidated
financial statements.
Company Statement of Cash Flows
For the period ended 31 December 2017
For the period ended
Note 31 December 2017
EUR'000
------------------------------------------------------------- ----- ---------------------
Net cash flows from operating activities 16 (3,058)
Cash flows from investing activities
Acquisition of investments (147,401)
Loans advanced to Holdco (92,223)
Investment acquisition costs (2,524)
------------------------------------------------------------- ----- ---------------------
Net cash flows from investing activities (242,148)
Cash flows from financing activities
Issue of share capital 270,000
Payment of issue costs (5,230)
Amounts drawn down on loan facilities 152,000
Amounts repaid on loan facilities (152,000)
Finance costs (5,050)
------------------------------------------------------------- ----- ---------------------
Net cash flows from financing activities 259,720
Net increase in cash and cash equivalents during the period 14,514
Cash and cash equivalents at the beginning of the period -
Cash and cash equivalents at the end of the period 14,514
------------------------------------------------------------- ----- ---------------------
The accompanying notes form an integral part of the consolidated
financial statements.
Notes to the Consolidated Financial Statements
For the period ended 31 December 2017
1. Significant accounting policies
Basis of accounting
The consolidated nancial statements have been prepared in
accordance with IFRS to the extent that they have been adopted by
the EU and with those parts of the Companies Act 2014 applicable to
companies reporting under IFRS.
These consolidated nancial statements are presented in Euro
("EUR") which is the currency of the primary economic environment
in which the Group operates and are rounded to the nearest
thousand, unless otherwise stated.
The consolidated nancial statements have been prepared on the
historical cost basis, as modi ed for the measurement of certain
nancial instruments at fair value through pro t or loss. The
nancial statements have been prepared on the going concern basis.
The principal accounting policies are set out below.
New and amended standards and interpretations not applied
There were no new standards or interpretations effective for the
first time for periods beginning on or after 1 January 2017 that
had a significant effect on the Group or Company's financial
statements. Furthermore, none of the amendments to standards that
are effective from that date had a significant effect on the
financial statements.
At the date of authorisation of these financial statements, IFRS
9 "Financial Instruments" was issued to replace IAS 39, but will
not become effective until accounting periods beginning on or after
1 January 2018 and has not been applied in these financial
statements. The Group's financial assets predominantly comprise
equity investments held at fair value and the introduction of IFRS
9 is not expected to have a material impact on the reported results
and financial position of the Group.
Also at the date of authorisation of these financial statements,
IFRS 15 "Revenue from Contracts with Customers" was issued but will
not become effective until accounting periods beginning on or after
1 January 2018 and IFRS 16 "Leases" was issued but will not become
effective until accounting periods beginning on or after 1 January
2019. As the Group's investments are held at fair value through
profit or loss and the revenue contracts and leases are held at SPV
level, the introduction of IFRS 15 and IFRS 16 is not expected to
have a material impact on the reported results and financial
position of the Group.
Other accounting standards have been published and will be
mandatory for the Company's accounting periods beginning on or
after 1 January 2018 or later periods. The impact of these
standards is not expected to be material to the reported results
and financial position of the Group.
Accounting for subsidiaries
The Directors have concluded that the Group has all the elements
of control as prescribed by IFRS 10 "Consolidated Financial
Statements" in relation to all its subsidiaries and that the
Company satis es the criteria to be regarded as an investment
entity as de ned in IFRS 10, IFRS 12 "Disclosure of Interests in
Other Entities" and IAS 27 "Consolidated and Separate Financial
Statements".
Subsidiaries are therefore measured at fair value through pro t
or loss, in accordance with IFRS 13 "Fair Value Measurement" and
IAS 39 "Financial Instruments: Recognition and Measurement". The
nancial support provided by the Group to its unconsolidated
subsidiaries is disclosed in note 9.
Notwithstanding this, IFRS 10 requires subsidiaries that provide
services that relate to the investment entity's investment
activities but are not themselves investment entities to be
consolidated. Accordingly, the annual financial statements include
the consolidated financial statements of the Company and the
Holdcos. In respect of these entities, intra-Group balances and any
unrealised gains arising from intra-Group transactions are
eliminated in preparing the consolidated financial statements.
Unrealised losses are eliminated unless the costs cannot be
recovered. The consolidated financial statements of subsidiaries
that are included in the consolidated financial statements are
included from the date that control commences until the dates that
control ceases.
In the Company nancial statements, investments in subsidiaries
are measured at fair value through pro t or loss in accordance with
IAS 39, as permitted by IAS 27.
Consolidation
Subsidiaries are all entities (including structured entities)
over which the Company has control. The Company controls an entity
when the Company has power over the entity, is exposed to, or has
rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Company. They are derecognised
from the date that control ceases.
The Company applies the acquisition method to account for
business combinations. The consideration transferred for the
acquisition of a subsidiary (for accounting purposes) is the fair
value of the assets transferred, the liabilities incurred to the
former owners of the acquiree and the equity interests issued by
the Company. 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 Company 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.
The following table outlines the consolidated entities.
Registered Owner-ship % Country of
Investment Date of Control Office Incorporation Place of Business
----------------------- ----------------- ------------------- ------------- --------------- ------------------
GR Wind Farm 1 Limited 9 March 2017 Riverside One, Sir 100% Ireland Ireland
John Rogerson's
Quay, Dublin 2
GR Wind Farm 2 Limited 30 November 2017 Riverside One, Sir 100% Ireland Ireland
John Rogerson's
Quay, Dublin 2
----------------------- ----------------- ------------------- ------------- --------------- ------------------
Based on control, the results of the Holdcos are consolidated
into the Consolidated Financial Statements.
Acquisition-related costs are expensed as incurred.
Inter-company transactions, notes, balances and unrealised gains
on transactions between group companies are eliminated on
consolidation. Unrealised losses are also eliminated. When
necessary, amounts reported by subsidiaries have been adjusted to
conform to the Company's accounting policies. During the period no
such adjustments have been made given all subsidiaries have uniform
accounting policies.
Acquisition method
The acquisition method is used for all business
combinations.
Steps in applying the acquisition method are:
-- Identification of the acquirer.
-- Determination of the acquisition date.
-- Recognition and measurement of the identifiable assets acquired, the liabilities assumed and any non-controlling
interest (NCI, formerly called minority interest) in the acquiree.
-- Recognition and measurement of goodwill or a gain from a bargain purchase.
The guidance in IFRS 10 "Consolidated Financial Statements" is
used to identify an acquirer in a business combination, i.e. the
entity that obtains control of the acquiree. An acquirer considers
all pertinent facts and circumstances when determining the
acquisition date, i.e. the date on which it obtains control of the
acquiree. The acquisition date may be a date that is earlier or
later than the closing date.
Financial instruments
Financial assets and nancial liabilities are recognised in the
Group's Statement of Financial Position when the Group becomes a
party to the contractual provisions of the instrument. Financial
assets and nancial liabilities are only offset and the net amount
reported in the Consolidated Statement of Financial Position when
there is a currently enforceable legal right to offset the
recognised amounts and the Group intends to settle on a net basis
or realise the asset and liability simultaneously.
At 31 December 2017, the carrying amounts of cash and cash
equivalents, receivables, payables and borrowings re ected in the
nancial statements are reasonable estimates of fair value in view
of the nature of these instruments or the relatively short period
of time between the original instruments and their expected
realisation. The fair value of advances and other balances with
related parties which are short-term or repayable on demand is
equivalent to their carrying amount.
Financial assets
The classi cation of nancial assets at initial recognition
depends on the purpose for which the nancial asset was acquired and
its characteristics.
All nancial assets are initially recognised at fair value. All
purchases of nancial assets are recorded at the date on which the
Group and the Company became party to the contractual requirements
of the nancial asset.
The Group's and Company's nancial assets comprise of investments
held at fair value through pro t or loss and loans and
receivables.
Loans and receivables
These assets are non-derivative nancial assets with xed or
determinable payments that are not quoted in an active market. They
principally comprise cash and trade and other receivables and they
are initially recognised at fair value and subsequently carried at
amortised cost using the effective interest rate method, less
provision for impairment. Transaction costs are recognised in the
Consolidated Statement of Comprehensive Income as incurred.
The Group and Company assesses whether there is any objective
evidence that nancial assets are impaired at the end of each
reporting period. If any such evidence exists, the amount of the
impairment loss is measured as the difference between the asset's
carrying amount and the present value of estimated future cash ows,
discounted at the original effective interest rate. The amount of
the impairment is recognised in the Consolidated Statement of
Comprehensive Income.
Investments at Fair Value Through Pro t or Loss
Investments are designated upon initial recognition as held at
fair value through pro t or loss. Movements in fair value are
recognised in the Consolidated Statement of Comprehensive Income
during the reporting period. As shareholder loan investments form
part of a managed portfolio of assets whose performance is
evaluated on a fair value basis, loan investments are designated at
fair value in line with equity investments.
The Company's loan and equity investments in Holdcos are held at
fair value through pro t or loss. Gains or losses resulting from
the movement in fair value are recognised in the Company's
Statement of Comprehensive Income at each valuation point.
Investments are initially recognised at cost, being the fair
value of consideration given. Transaction costs are recognised in
the Consolidated Statement of Comprehensive Income as incurred.
Fair value is de ned as the amount for which an asset could be
exchanged between knowledgeable willing parties in an arm's length
transaction. Fair value is calculated on an unlevered, discounted
cash ow basis in accordance with IFRS 13 and IAS 39. Gains or
losses resulting from the revaluation of investments are recognised
in the Consolidated Statement of Comprehensive Income.
De-recognition of financial assets
A financial asset (in whole or in part) is derecognised
either:
-- When the Group has transferred substantially all the risks and rewards of ownership; or
-- When it has neither transferred or 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.
Financial liabilities
Financial liabilities are classi ed according to the substance
of the contractual agreements entered into.
All nancial liabilities are initially recognised at fair value
net of transaction costs incurred. All nancial liabilities are
recorded on the date on which the Group becomes party to the
contractual requirements of the nancial liability.
All loans and borrowings are initially recognised at cost, being
fair value of the consideration received, less issue costs where
applicable. After initial recognition, all interest-bearing loans
and borrowings are subsequently measured at amortised cost using
the effective interest rate method. Loan balances as at the period
end have not been discounted to re ect amortised cost, as the
amounts are not materially different from the outstanding
balances.
The Group's other nancial liabilities measured at amortised cost
include trade and other payables and other short term monetary
liabilities which are initially recognised at fair value and
subsequently measured at amortised cost using the effective
interest rate method.
A nancial 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 de-recognition is taken to the
Consolidated Statement of Comprehensive Income.
Derivative financial instruments
The Group uses derivative financial instruments to hedge its
exposure to interest rate risk arising from financing activities.
The principal derivatives used are interest rate swaps. All such
derivatives are initially recognised at fair value and are
re-measured to fair value at the reporting date. The majority of
derivative financial instruments are designated as being held for
hedging purposes. The designation of the hedge relationship is
established at the inception of the contract and procedures are
applied to ensure the derivative is highly effective in achieving
its objective and that the effectiveness of the hedge can be
reliably measured. The treatment of gains and losses on
re-measurement is dependent on the classification of the hedge and
whether the hedge relationship is designated as either a "fair
value" or "cash flow hedge".
Fair value hedges
The instruments hedges the exposure to changes in the fair value
of an asset or liability recorded in the Consolidated Statement of
Financial Position, or a firm commitment to purchase or sell an
asset. Changes in the fair value of the hedged item attributable to
the hedged (risk) component of that item are recorded in the
Consolidated Statement of Comprehensive Income and are offset by
corresponding variations in the fair value of the hedging
instrument. Only the ineffective portion of the hedge has an impact
on profit or loss.
Hedge accounting is applied in compliance with IAS 39 Financial
Instruments: Recognition and Measurement, and concerns interest
rate derivatives used to hedge long-term indebtedness.
Cash flow hedges
Where a derivative financial instrument is designated as a hedge
of the variability in cash flows of a recognised liability, the
effective part of any gain or loss on the derivative financial
instrument is recognised directly in other comprehensive income.
The ineffective part of any gain or loss is recognised in the
Consolidated Statement of Comprehensive Income
Immediately. When a hedging instrument or hedge relationship is
terminated but the hedged transactions is still expected to occur,
the cumulative gain or loss at the point remains in other
comprehensive income and is recognised in accordance with the above
policy when the transaction occurs. If the hedged transaction is no
longer probable, the cumulative unrealised gain or loss recognised
in other comprehensive income is recognised in Consolidated
Statement of Comprehensive Income immediately.
Finance expenses
Borrowing costs are recognised in the Consolidated Statement of
Comprehensive Income in the period to which they relate on an
accruals basis using the effective interest rate method.
Share capital
Financial instruments issued by the Company are treated as
equity if the holder has only a residual interest in the assets of
the Company after the deduction of all liabilities. The Company's
ordinary shares are classi ed as equity instruments.
Share issue costs of the Company directly attributable to the
issue and listing of shares are charged to the share premium
account. Share issue costs include those incurred in connection
with the placing and admission which include fees payable under a
placing agreement, legal costs and any other applicable
expenses.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, deposits held
on call with banks and other short-term highly liquid deposits with
original maturities of 3 months or less, that is readily
convertible to a known amount of cash and are subject to an insigni
cant risk of changes in value.
Foreign currencies
Transactions in foreign currencies are translated at the foreign
exchange rate ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies at the
reporting date are translated at the foreign exchange rate ruling
at that date. Foreign exchange differences arising on translation
are recognised in the Consolidated Statement of Comprehensive
Income.
Dividends
Dividends payable are recognised as distributions in the
consolidated financial statements when the Company's obligation to
make payment has been established.
Income recognition
Interest income on shareholder loan investments is recognised
when the Group's entitlement to receive payment is established.
Other income is accounted for on an accruals basis.
Gains or losses resulting from the movement in fair value of the
Group's and Company's investments held at fair value through pro t
and loss are recognised in the Consolidated Statement of
Comprehensive Income at each valuation point.
Expenses
Expenses are accounted for on an accruals basis.
Taxation
Under the current system of taxation in Ireland, the Company is
liable to taxation on its operations in Ireland.
Current tax is the expected tax payable on the taxable income
for the period, using tax rates that have been enacted or
substantively enacted at the date of the Consolidated Statement of
Financial Position.
Deferred tax is the tax expected to be payable or recoverable on
temporary differences between the carrying amounts of assets and
liabilities in the nancial statements and the corresponding tax
bases used in the computation of taxable pro t. 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 pro ts will be available against
which deductible temporary differences can be utilised.
Deferred tax assets and liabilities are not recognised if the
temporary differences arise from goodwill or from the initial
recognition of other assets and liabilities in a transaction that
affects neither the tax pro t nor the accounting pro t. Deferred
tax liabilities are recognised for taxable temporary differences
arising on investments, except where the Company is able to control
the timing of the reversal of the difference and it is probable
that the temporary difference will not reverse in the foreseeable
future. Deferred tax is calculated at the tax rates that are
expected to apply in the period when the liability is settled or
the asset is realised. Deferred tax is charged or credited to 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.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off tax assets against tax
liabilities and when they relate to income taxes levied by the same
taxation authority and the Company intends to settle its current
tax assets and liabilities on a net basis. Deferred tax assets and
liabilities are not discounted.
Segmental 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.
The key measure of performance used by the Board to assess the
Group's performance and to allocate resources is the total return
on the Group's net assets, as calculated under IFRS, and therefore
no reconciliation is required between the measure of profit or loss
used by the Board and that contained in the consolidated financial
statements.
For management purposes, the Group is organised into one main
operating segment, which invests in wind farm assets.
All of the Group's income is generated within Ireland. All of
the Group's non-current assets are located in Ireland.
2. Critical accounting judgements, estimates and assumptions
The preparation of the nancial statements requires the
application of estimates and assumptions which may affect the
results reported in the nancial statements. Estimates, by their
nature, are based on judgement and available information.
Classification of an investment entity
One area of judgement relates to the Company's classi cation as
an investment entity as de ned in IFRS 10, IFRS 12 and IAS 27. IFRS
10 requires that a Company has to ful l 3 criteria to be an
investment entity:
-- Obtains funds from one or more investors for the purpose of providing those investor(s) with investment
management services;
-- Commits to its investor(s) that its business purpose is to invest funds solely for returns from capital
appreciation, investment income, or both; and
-- Measures and evaluates the performance of substantially all of its investments on a fair value basis.
IFRS 10 also determines that an investment entity would have the
following typical characteristics:
-- It has more than one investment;
-- It has more than one investor;
-- It has investors that are not related parties; and
-- It has ownership interest in the form of equity or similar interests.
An entity that does not display all of the above characteristics
could, nevertheless, meet the de nition of an investment
entity.
The Directors have concluded that the Company meets the de
nition of an investment entity.
Fair value of investments
The key assumptions that have a signi cant impact on the
carrying value of investments that are valued by reference to the
discounted value of future cash ows are the useful life of the
assets, the discount factors, the level of wind resource, the rate
of in ation, the price at which the power and associated bene ts
can be sold and the amount of electricity the assets are expected
to produce. A sensitivity analysis of these assumptions is included
in note 8.
Useful lives are based on the Investment Manager's estimates of
the period over which the assets will generate revenue which are
periodically reviewed for continued appropriateness. The standard
assumption used for the useful life of a wind farm is 25 years. The
actual useful life may be a shorter or longer period depending on
the actual operating conditions experienced by the asset.
The discount factors are subjective and therefore it is feasible
that a reasonable alternative assumption may be used resulting in a
different value. The discount factors applied to the cash ows are
reviewed annually by the Investment Manager to ensure they are at
the appropriate level. The Investment Manager will take into
consideration market transactions, where of similar nature, when
considering changes to the discount factors used.
The revenues and expenditure of the investee companies are
frequently, partly or wholly subject to indexation and an
assumption is made that in ation will increase at a long term
rate.
The price at which the output from the revenue generating assets
is sold is a factor of both wholesale electricity prices and the
revenue received from the Government support regime. Future power
prices are estimated using external third party forecasts which
take the form of specialist consultancy reports. The future power
price assumptions are reviewed as and when these forecasts are
updated. There is an inherent uncertainty in future wholesale
electricity price projection.
Speci cally commissioned external reports are used to estimate
the expected electrical output from the wind farm assets taking
into account the expected average wind speed at each location and
generation data from historical operation. The actual electrical
output may differ considerably from that estimated in such a report
mainly due to the variability of actual wind to that modelled in
any one period. Assumptions around electrical output will be
reviewed only if there is good reason to suggest there has been a
material change in this expectation.
Going concern
After making enquiries, the Directors have a reasonable
expectation that the Company and the Group have adequate resources
to continue in operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis of
accounting in preparing the interim financial statements.
3. Investment management fees
Under the terms of the Investment Management Agreement, the
Investment Manager is entitled to a management fee from the
Company, which is calculated quarterly in arrears in accordance
with the Investment Management Agreement.
The Fee shall be calculated in respect of each Quarter and in
each case based upon the Net Asset Value:
-- On that part of the Net Asset Value up to and including EUR1 billion, an amount equal to 0.25 per cent of such
part of the Net Asset Value; and
-- On that part of the Net Asset Value in excess of EUR1 billion, an amount equal to 0.2 per cent of such part of
the Net Asset Value.
Investment management fees paid or accrued in the period to 31
December 2017 were as follows:
For the period ended
31 December 2017
EUR'000
--------------------------- ---------------------
Investment management fee 1,147
--------------------------- ---------------------
1,147
--------------------------- ---------------------
As at 31 December 2017, EUR659,478 is payable in relation to
investment management fees.
4. Return on investments
For the period ended
31 December 2017
EUR'000
----------------------------------------------------------- ---------------------
Interest on shareholder loan investment 5,455
Unrealised movement in fair value of investments (note 8) 7,702
----------------------------------------------------------- ---------------------
13,157
----------------------------------------------------------- ---------------------
5. Operating expenses
For the period ended
31 December 2017
EUR'000
--------------------------------------------------- ---------------------
Investment management fees (note 3) 1,147
Other expenses 792
Non-executive Directors' fees 108
Group and SPV administration fees 66
Fees to the Company's Auditor:
for audit of the statutory financial statements 35
for other services 6
--------------------------------------------------- ---------------------
2,154
--------------------------------------------------- ---------------------
The fees to the Company's auditor include EUR5,500 payable in
relation to a limited review of the interim report and other
non-audit services provided during the period.
6. Taxation
For the period ended
31 December 2017
EUR'000
---------- ---------------------
Taxation -
---------- ---------------------
-
---------- ---------------------
The tax reconciliation is explained below.
For the period ended
31 December 2017
EUR'000
------------------------------------------------------------------------------------------ ---------------------
Loss for the period before taxation (2,572)
------------------------------------------------------------------------------------------ ---------------------
Loss for the period multiplied by the standard rate of corporation tax of 12.5 per cent. (322)
Fair value movements (not subject to taxation) (963)
Expenditure not deductible for tax purposes 921
Receipt of tax losses from unconsolidated subsidiaries 364
------------------------------------------------------------------------------------------ ---------------------
-
------------------------------------------------------------------------------------------ ---------------------
7. Earnings per share
For the period ended
31 December 2017
---------------------------------------------------------------------------- ---------------------
Profit attributable to equity holders of the Company - EUR'000 (2,572)
Weighted average number of ordinary shares in issue 134,581,270
---------------------------------------------------------------------------- ---------------------
Basic and diluted earnings from continuing operations in the period (cent) (1.91)
---------------------------------------------------------------------------- ---------------------
The weighted average number of ordinary shares arises in
relation to the period from incorporation to 29 May 2017 when 2
ordinary shares were allotted, the period from 29 May 2017 to IPO
when 25,000 ordinary shares were in issue and the period after the
IPO until 31 December 2017 when 270,000,000 ordinary shares were in
issue.
8. Investments at fair value through profit or loss
Group as at 31 December 2017 Loans Equity interest Total
EUR'000 EUR'000 EUR'000
----------------------------------------------------------- -------- ---------------- --------
Opening balance - - -
Additions 173,872 144,270 318,142
Adjustment on consolidation - (6,827) (6,827)
Repayment of shareholder loan investments (4,076) - (4,076)
Unrealised movement in fair value of investments (note 4) 1,855 7,702 9,557
----------------------------------------------------------- -------- ---------------- --------
171,651 145,145 316,796
----------------------------------------------------------- -------- ---------------- --------
Company as at 31 December 2017 Loans Equity interest Total
EUR'000 EUR'000 EUR'000
-------------------------------------------------- -------- ---------------- --------
Opening balance - - -
Additions 121,358 26,043 147,401
Loans advanced to shareholders investments 92,223 - 92,223
Unrealised movement in fair value of investments - 3,700 3,700
-------------------------------------------------- -------- ---------------- --------
213,581 29,743 243,324
-------------------------------------------------- -------- ---------------- --------
The unrealised movement in fair value of investments of the
Group during the period were made up as follows:
For the period ended
31 December 2017
EUR'000
-------------------------------------------------------------- ---------------------
Decrease in DCF valuation of investments and other movements (2,928)
Repayment of shareholder loan investment 4,076
Movement in cash balances of SPVs 8,409
-------------------------------------------------------------- ---------------------
9,557
-------------------------------------------------------------- ---------------------
Fair value measurements
IFRS 13 requires disclosure of fair value measurement by level.
The level of fair value hierarchy which the financial assets or
financial liabilities are recognised on the basis of the lowest
level input that is significant to the fair value measurement.
Financial assets and financial liabilities are classified in their
entirety into only one of the following 3 levels:
-- Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
-- Level 2 - inputs other than quoted prices included within Level 1 that are observable for the assets or
liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
-- Level 3 - inputs for assets or liabilities that are not based on observable market data (unobservable inputs).
The determination of what constitutes 'observable' requires
significant judgement by the Group. The Group considers observable
data to be market data that is readily available, regularly
distributed or updated, reliable and verifiable, not proprietary,
and provided by independent sources that are actively involved in
the relevant market.
The only financial instruments held at fair value are the
investments held by the Group in the SPVs, which are fair valued at
each reporting date. The Group's investments have been classified
within level 3 as the investments are not traded and contain
unobservable inputs. The Company's investments are all considered
to be level 3 assets. As the fair value of the Company's equity and
loan investments in the Holdcos is ultimately determined by the
underlying fair values of the SPV investments, the Company's
sensitivity analysis of reasonably possible alternative input
assumptions is the same as for the Group.
Due to the nature of the investments, they are always expected
to be classified as level 3. There have been no transfers between
levels during the period ended 31 December 2017.
Any transfers between the levels would be accounted for on the
last day of each financial period.
The Investment Manager will carry out the asset valuations,
which form part of the NAV calculation. These asset valuations will
be based on discounted cash flow methodology in line with IPEV
Valuation Guidelines and adjusted where appropriate, given the
special nature of wind farm investments.
The valuations are based on a detailed financial model produced
by the Investment Manager which takes into account, inter alia, the
following:
-- Due diligence findings where relevant;
-- The terms of any material contracts including PPAs;
-- Asset performance;
-- Power price forecast from a leading market consultant; and
-- The economic, taxation or regulatory environment.
The DCF valuation of the Group's investments represents the
largest component of NAV and the key sensitivities are considered
to be the discount rate used in the DCF valuation and long term
assumptions in relation to energy yield, power prices and
inflation.
The unlevered discount rate used in the DCF valuation is between
6 and 7 per cent.. The market discount rate has remained constant
since listing. A variance of +/- 0.5 per cent. is considered to be
a reasonable range of alternative assumptions for discount
rate.
Base case energy yield assumptions are P50 (50 per cent.
probability of exceedance) forecasts produced by expert consultants
based on long term wind data and operational history. The P90 (90
per cent. probability of exceedance over a 10 year period) and P10
(10 per cent. probability of exceedance over a 10 year period)
sensitivities reflect the future variability of wind and the
uncertainty associated with the long term data source being
representative of the long term mean. Given their basis on long
term operating data, it is not anticipated that base case energy
yield assumptions will be adjusted (other than any wind energy
true-ups with compensating purchase price adjustments).
Long term power price forecasts are provided by a leading market
consultant, updated quarterly and adjusted by the Investment
Manager where more conservative assumptions are considered
appropriate. Base case real power prices increase from
approximately EUR67/MWh (2030) to approximately EUR73/MWh (2040).
The sensitivity analysis assumes a 10 per cent. increase or
decrease in power prices relative to the base case for every year
of the asset life, which is relatively extreme. The sensitivity
analysis reflects the period beyond the initial REFIT period
whereby the Portfolio benefits from an inflation-linked floor price
under the REFIT regime.
The base case long term CPI assumption is 2.00 per cent..
Sensitivity analysis
The fair value of the Group's investments is EUR316,796,436. The
following analysis is provided to illustrate the sensitivity of the
fair value of investments to a change in an individual input, while
all other variables remain constant. The Board considers these
changes in inputs to be within reasonable expected ranges. This is
not intended to imply the likelihood of change or that possible
changes in value would be restricted to this range.
Change in fair value of
Input Base case Change in input investments Change in NAV per share
---------------- --------------------------- ----------------- -------------------------- ------------------------
EUR'000 cent
Discount rate 6 - 7 per cent. + 0.5 per cent. (12,680) (4.7)
- 0.5 per cent. 13,574 5.0
Energy yield P50 10 year P90 (29,912) (11.1)
10 year P10 29,686 11.0
Forecast by leading
Power price consultant - 10 per cent. (14,296) (5.3)
+ 10 per cent. 14,249 5.3
Inflation rate 2.00 per cent. - 0.5 per cent. (11,402) (4.2)
+ 0.5 per cent. 12,142 4.5
-------------------------------------------------------------- -------------------------- ------------------------
The sensitivities above are assumed to be independent of each
other. Combined sensitivities are not presented.
The base case asset life assumption is 25 years. An asset life
sensitivity is not presented owing to the difficulty in quantifying
various associated valuation drivers, including: ability to extend
the lease term; ability to extend planning permission; commercial
terms attaching to any lease extension; operating and maintenance
costs associated with longer life; decommissioning costs; and scrap
value. Notwithstanding the difficulty in quantification, the
Investment Manager considers asset life extension to be of
significant potential upside to the Group.
9. Unconsolidated subsidiaries, associates and joint ventures
The following table shows subsidiaries of the Group. As the
Company is regarded as an Investment Entity as referred to in note
2, these subsidiaries have not been consolidated in the preparation
of the consolidated financial statements:
Registered Ownership Interest as at
Investment Place of Business Office 31 December 2017
-------------------------------- ------------------- ------------------------------------ -------------------------
Riverside One, Sir John Rogerson's
Knockacummer Wind Farm Limited Ireland Quay, Dublin 2 100%
Riverside One, Sir John Rogerson's
Killhills Wind Farm Limited Ireland Quay, Dublin 2 100%
-------------------------------- ------------------- ------------------------------------ -------------------------
Security deposits and guarantees provided by the Group on behalf
of its investments are as follows:
Provider of security Investment Beneficiary Nature Purpose Amount
EUR'000
--------------------------------------------------------------------- --------
The Company N/A AIB Cash Security 3,399
The Company Killhills AIB Cash Planning 100
---------------------- ------------ ------------- -------- ---------- --------
3,499
--------------------------------------------------------------------- --------
The fair values of cash security deposits are as disclosed in
the table above.
10. Receivables
31 December 2017
Group EUR'000
-------------------------------- -----------------
Deferred tax asset 1,237
Accrued income 1,133
VAT receivable 547
Prepayments 60
2,977
-------------------------------- -----------------
31 December 2017
Company EUR'000
-------------------------------- -----------------
Accrued income 3,077
Due from other group companies 1,678
VAT receivable 405
Prepayments 60
-----------------
5,220
-------------------------------- -----------------
11. Payables
31 December 2017
Group EUR'000
------------------------------------ -----------------
Investment management fees payable 659
Other payables 455
Share issue costs payable 113
Loan interest payable 80
Other finance costs payable 5
1,312
------------------------------------ -----------------
31 December 2017
Company EUR'000
------------------------------------ -----------------
Investment management fees payable 659
Other payables 195
Share issue costs payable 113
Other finance costs payable 5
------------------------------------ -----------------
972
------------------------------------ -----------------
12. Loans and borrowings
Loan Swaps Totals
Group at 31 December 2017 EUR'000 EUR'000 EUR'000
------------------------------------------------ ---------- -------- ----------
Opening balance - - -
Loans acquired on acquisition 165,939 4,802 170,741
Project Finance Facility
Repayments (165,939) - (165,939)
Break of swap - (4,802) (4,802)
Fixed rate and profit participating loan notes
Drawdowns 152,000 - 152,000
Repayments (152,000) - (152,000)
Revolving Credit Facility
Drawdowns 71,169 - 71,169
Closing balance 71,169 - 71,169
------------------------------------------------ ---------- -------- ----------
The Company did not hold any loans or borrowings at 31 December
2017.
For the period ended
31 December 2017
EUR'000
------------------------------- ---------------------
Swap break costs 3,585
Fixed rate loan note interest 3,353
Other finance costs 2,321
Loan interest 1,927
Facility arrangement fees 1,224
Commitment fees 34
Professional fees 20
------------------------------- ---------------------
Finance expense 12,464
------------------------------- ---------------------
The loan balance as at 31 December 2017 has not been adjusted to
reflect amortised cost, as the amount is not materially different
from the outstanding balances.
In relation to non-current loans and borrowings, the Directors
are of the view that the current market interest rate is not
significantly different to the respective instrument's contractual
interest rates, therefore the fair value of the non-current loans
and borrowings at the end of the reporting periods is not
significantly different from their carrying amounts.
The Company acquired Holdco and the wind farm SPVs on 9 March
2017 with a pre-existing project finance facility and associated
interest rate swap in place. The facility was with DNB, BNP
Paribas, Santander and Société Générale and had a margin of 2 per
cent. per annum. The acquired principal of the loan was
EUR165,939,141 and the fair value of the associated interest rate
swap was EUR4,802,134.
During the period, EUR6,326,809 of the outstanding facility was
repaid from the Portfolio's cash flows, as part of the facility's
mandatory repayment profile. In August 2017, the Group made a
EUR90,000,000 voluntary repayment using residual proceeds from the
IPO. In December 2017, the Group made a EUR69,613,331 repayment
clearing the outstanding balance under the facility using proceeds
drawn down from the Revolving Credit Facility.
On 9 March 2017, the Company issued xed rate and pro t
participating loan notes to AIB and the ISIF. The value of the xed
rate and pro t participating loan notes issued to each noteholder
was EUR58,150,486 and EUR17,849,514 respectively. The xed rate loan
note interest was 7.5 per cent. per annum, and the pro t
participating loan notes bore entitlement for each noteholder to
receive a share of the pro ts of the Company. On 26 July 2017, all
fixed rate and profit participating loan notes were redeemed in
full. For the period ended 31 December 2017, EUR3,352,642 was paid
in relation to fixed rate loan note interest. No monies were paid
in relation to a share of the profits.
On 19 December 2017, the Company entered into a Revolving Credit
Facility with AIB, BNP Paribas, Commerzbank, RBC and Santander of
up to EUR250,000,000 with an accordion extension to
EUR300,000,000.
The final maturity date of the Revolving Credit Facility is 19
December 2020, which is the third anniversary of the facility
agreement. The margin is 1.8 per cent. plus EURIBOR per annum. The
Group is obliged to pay a quarterly commitment fee of 0.63 per
cent. per annum of the undrawn commitment available under the
Revolving Credit Facility. Under the facility agreement, the
lenders' security consists of comprehensive debentures
incorporating a fixed and floating charge over the Group including
a charge over the Group's bank accounts and shares in the
underlying investments.
As at 31 December 2017, accrued interest on the Revolving Credit
Facility was EUR38,607 and the accrued commitment fee was
EUR33,953.
13. Contingencies & Commitments
On 21 December 2017, the Group announced an agreement with Impax
Asset Management to acquire Dromadda More wind farm for total
consideration of EUR88.4 million. The Group will complete the
acquisition shortly after formal commissioning of the wind farm
which is expected to occur in April 2018. The Group will fund the
acquisition from a further drawdown under the Revolving Credit
Facility.
As Dromadda More is a wind farm with less than 12 months'
operational data, the purchase price may be adjusted subject to a
wind energy true-up based on a one year operational record once the
operational data has become available.
The maximum adjustment to the purchase price for Dromadda More
is EUR2,600,000.
14. Share capital - ordinary shares
At 31 December 2017, the Company had authorised share capital of
1,000,000,000 ordinary shares of EUR0.01 each.
Date Issued and fully paid Number of shares issued Share capital Share premium Total
EUR'000 EUR'000 EUR'000
----------------------------------------------- ------------------------ -------------- -------------- ----------
15 February 2017 Initial share capital (1) 2 - - -
29 May 2017 Further issue of shares(1) 24,998 25 - 25
25 July 2017 Redeemed at IPO(2) (25,000) (25) - (25)
25 July 2017 Issued and paid(3) 270,000,000 2,700 267,300 270,000
25 July 2017 Less share issue costs - - (5,342) (5,342)
10 November 2017 Capital reduction - - (250,000) (250,000)
31 December 2017 270,000,000 2,700 11,958 14,658
------------------------------------------------ ------------------------ -------------- -------------- ----------
(1) Ordinary shares of EUR1 each
(2) Ordinary shares of EUR1 each were converted into redeemable
shares and then redeemed at par out of the proceeds of the issue of
the ordinary shares of EUR0.01 each and cancelled.
(3) Ordinary shares of EUR0.01 each
Shareholders are entitled to all dividends paid by the Company
and, on a winding up, provided the Company has satisfied all of its
liabilities, the Shareholders are entitled to all of the residual
assets of the Company.
15. Net assets per share
Group and Company 31 December 2017
---------------------------------- -----------------
Net assets - EUR'000 262,086
Number of ordinary shares issued 270,000,000
---------------------------------- -----------------
Total net assets - cent 97.1
---------------------------------- -----------------
16. Reconciliation of operating profit for the period to net cash from operating activities
For the period ended
Group 31 December 2017
EUR'000
------------------------------------------------ ---------------------
Operating profit for the period 9,892
Adjustments for:
Movement in fair value of investments (note 8) (7,702)
Investment acquisition costs 2,524
Increase in receivables (1,739)
Increase in payables 842
------------------------------------------------ ---------------------
Net cash flows from operating activities 3,817
------------------------------------------------ ---------------------
For the period ended
Company 31 December 2017
EUR'000
------------------------------------------------ ---------------------
Operating profit for the period 2,478
Adjustments for:
Movement in fair value of investments (note 8) (3,700)
Investment acquisition costs 2,524
Increase in receivables (5,220)
Increase in payables 860
------------------------------------------------
Net cash flows from operating activities (3,058)
------------------------------------------------ ---------------------
17. Financial risk management
The Investment Manager and the Administrator report to the Board
on a quarterly basis and provide information to the Board which
allows it to monitor and manage financial risks relating to its
operations. The Group's activities expose it to a variety of
financial risks: market risk (including price risk, interest rate
risk and foreign currency risk), credit risk and liquidity
risk.
The Group's market risk is managed by the Investment Manager in
accordance with the policies and procedures in place. The Group's
overall market positions are monitored on a quarterly basis by the
Board of Directors.
Price risk
Price risk is defined as the risk that the fair value of a
financial instrument held by the Group will fluctuate. Investments
are measured at fair value through profit or loss and are valued on
an unlevered, discounted cash flow basis. Therefore, the value of
these investments will be (amongst other risk factors) a function
of the discounted value of their expected cash flows and, as such,
will vary with movements in interest rates and competition for such
assets. Note 8 details sensitivity analysis on the impact of
changes to the inputs used on the fair value of the
investments.
Interest rate risk
The Group's interest rate risk on interest bearing financial
assets is limited to interest earned on cash. The Investment
Manager regularly monitors interest rates to ensure the Group has
adequate provisions in place in the event of significant
fluctuations.
The Directors consider shareholder loan investments to be
similar in nature to equity investments and, as these loans bear
interest at a fixed rate, they do not carry an interest rate
risk.
The Directors consider, as the loans and borrowings bear
interest at a fixed rate, they do carry an interest rate risk.
The Group's interest and non-interest bearing assets and
liabilities as at 31 December 2017 are summarised below:
Interest bearing Non-interest
Group Fixed rate Floating rate bearing Total
EUR'000 EUR'000 EUR'000 EUR'000
---------------------- ----------- -------------- ------------- ---------
Assets
Cash at bank - 14,794 - 14,794
Other receivables - - 1,680 1,680
Investments 79,752 - 237,044 316,796
---------------------- ----------- -------------- ------------- ---------
79,752 14,794 238,724 333,270
---------------------- ----------- -------------- ------------- ---------
Liabilities
Other payables - - (1,312) (1,312)
Loans and borrowings (71,169) - - (71,169)
---------------------- ----------- -------------- ------------- ---------
(71,169) - (1,312) (72,481)
---------------------- ----------- -------------- ------------- ---------
The Company's interest and non-interest bearing assets and
liabilities as at 31 December 2017 are summarised below:
Interest bearing
Company Fixed rate Floating rate Non - interest bearing Total
EUR'000 EUR'000 EUR'000 EUR'000
------------------- ----------- -------------- ------------------------ --------
Assets
Cash at bank - 14,514 - 14,514
Other receivables - - 5,160 5,160
Investments - - 243,324 243,324
------------------- ----------- -------------- ------------------------ --------
- 14,514 248,484 262,998
------------------- ----------- -------------- ------------------------ --------
Liabilities
Other payables - - (972) (972)
------------------- ----------- -------------- ------------------------ --------
- - (972) (972)
------------------- ----------- -------------- ------------------------ --------
Foreign currency risk
Foreign currency risk is defined as the risk that the fair
values of future cash flows will fluctuate because of changes in
foreign exchange rates. The Group's financial assets and
liabilities are denominated in EUR and substantially all of its
revenues and expenses are in EUR. The Group is not considered to be
materially exposed to foreign currency risk.
Credit risk
Credit risk is the risk of loss due to the failure of a borrower
or counterparty to fulfil its contractual obligations. The Group is
exposed to credit risk in respect of other receivables and cash at
bank. The Group minimises its credit risk exposure by dealing with
financial institutions with investment grade credit ratings. The
Company has advanced loans to Holdco, however does not consider
these loans a risk as they are intra-group.
The table below details the Group's maximum exposure to credit
risk:
31 December 2017
Group EUR'000
--------------------------- -----------------
Other receivables 1,680
Cash at bank 14,794
Loan investments (note 8) 171,651
--------------------------- -----------------
188,125
--------------------------- -----------------
The table below details the Company's maximum exposure to credit
risk:
31 December 2017
Company EUR'000
--------------------------- -----------------
Other receivables 5,160
Cash at bank 14,514
Loan investments (note 8) 213,581
--------------------------- -----------------
233,255
--------------------------- -----------------
The table below shows the cash balances of the Group and the
Standard & Poor's credit rating for each counterparty:
Rating 31 December 2017
Group EUR'000
-------------------------- -----------------
Northern Trust A+ 8,775
AIB BBB- 5,739
HSBC AA- 280
---------------- -------- -----------------
14,794
------------------------- -----------------
The table below shows the cash balances of the Company and the
Standard & Poor's credit rating for each counterparty:
Rating 31 December 2017
Company EUR'000
-------------------------- -----------------
Northern Trust A+ 8,775
AIB BBB- 5,739
---------------- -------- -----------------
14,514
------------------------- -----------------
Liquidity risk
Liquidity risk is the risk that the Group and the Company may
not be able to meet a demand for cash or fund an obligation when
due. The Investment Manager and the Board continuously monitor
forecast and actual cash flows from operating, financing and
investing activities to consider payment of dividends, repayment of
the Company's outstanding debt or further investing activities.
As disclosed in note 13, the purchase price of wind farms
acquired with less than 12 months' operational data, the purchase
price may be adjusted subject to a wind energy true-up based on a
one year operational record once the operational data has become
available..
The following tables detail the Group's expected maturity for
its financial assets (excluding equity) and liabilities together
with the contractual undiscounted cash flow amounts:
Group - 31 December 2017 Less than 1 year 1 - 5 years 5+ years Total
EUR'000 EUR'000 EUR'000 EUR'000
-------------------------- ----------------- ------------ --------- ---------
Assets
Other receivables 1,680 - - 1,680
Cash at bank 14,794 - - 14,794
Loan investments 12,874 51,495 171,651 236,020
Liabilities
Other payables (1,312) - - (1,312)
Loan and borrowings (1,281) (73,731) - (75,012)
-------------------------- ----------------- ------------ --------- ---------
26,755 (22,236) 171,651 176,170
-------------------------- ----------------- ------------ --------- ---------
The following tables detail the Company's expected maturity for
its financial assets (excluding equity) and liabilities together
with the contractual undiscounted cash flow amounts:
Company - 31 December 2017 Less than 1 year 1 - 5 years 5+ years Total
EUR'000 EUR'000 EUR'000 EUR'000
---------------------------- ----------------- ------------ --------- --------
Assets
Other receivables 5,160 - - 5,160
Cash at bank 14,514 - - 14,514
Loan investments - - 213,581 213,581
Liabilities
Other payables (972) - - (972)
---------------------------- ----------------- ------------ --------- --------
18,702 - 213,581 232,283
---------------------------- ----------------- ------------ --------- --------
The Group and Company will use cash flow generation, equity
raisings, debt refinancing or disposal of assets to manage
liabilities as they fall due in the longer term.
Capital risk management
The Company considers its capital to comprise ordinary share
capital, distributable reserves and retained earnings. The Company
is not subject to any externally imposed capital requirements.
The Group's and the Company's primary capital management
objectives are to ensure the sustainability of its capital to
support continuing operations, meet its financial obligations and
allow for growth opportunities. Generally, acquisitions are
anticipated to be funded by a combination of current cash, debt and
equity.
18. Related party transactions
On 9 March 2017, as part of the acquisition of the seed
portfolio, the Company advanced an interest-free loan to Holdco of
EUR31,100,000. On the 4 August 2017, the Company increased this
loan by EUR92,220,730 for the purpose of making the project finance
principal repayment and costs associated with the reduction of the
swap.
On 9 March 2017, as part of the acquisition of the seed
portfolio, the Company advanced loans to Knockacummer and Killhills
to replace loans from former shareholders. The loans advanced were
EUR78,045,564 to Knockacummer and EUR12,212,078 to Killhills. The
balance of the loan receivable, including accrued interest, at 31
December 2017 was EUR79,649,240 with Knockacummer and EUR12,463,011
with Killhills.
On 9 March 2017, as part of the acquisition of the seed
portfolio, Holdco joined the Group with pre-existing shareholder
loans in place with Knockacummer and Killhills, bearing a fixed
interest rate of 7.5 per cent. per annum. During the period, the
Group received loan interest repayments of EUR3,600,333 and capital
repayments of EUR4,075,787 from the Portfolio. The balance of the
loan receivable at 31 December 2017 was EUR57,809,154 with
Knockacummer and EUR21,862,441 with Killhills.
Holdco has a Management and Operating Agreement with
Knockacummer and Killhills in relation to the management, operation
and maintenance of the SPVs. Holdco receives a variable fee of EUR1
per MWh generated from both SPVs, which is subsequently paid to
Brookfield.
In addition, the Company charged management fees to Knockacummer
of EUR829,096 and to Killhills of EUR304,278, included in other
income on the Consolidated Statement of Comprehensive Income. These
fees were in relation to the additional portfolio management costs
incurred in the period 9 March 2017 to 31 December 2017 by the
Company as well as additional third party fees for in relation to
consultancy of the budgeting and performance reviews of both
SPVs.
During the period there was no dividends receivable from the
Group's investments.
19. Acquisitions
On 9 March 2017, the Company acquired 100 per cent. of the
equity of Holdco, a company incorporated in Ireland and held 100
per cent. of equity in the portfolio.
The amounts recognised in respect of the identifiable acquired
assets and liabilities are set out in the table below:
Cost Fair Value
EUR'000 EUR'000
------------------------------------- ---------- -----------
Financial assets 111,100 144,270
Other receivables 86,402 86,402
Cash and cash equivalents 6 6
External Borrowings (165,939) (165,939)
Other liabilities (31,869) (31,869)
---------- -----------
(300) 32,870
Consideration paid (26,043)
Fair value movement on acquisition 6,827
------------------------------------- ---------- -----------
Acquisition costs of EUR2,523,747 have been charged through the
Statement of Comprehensive Income.
20. Ultimate controlling party
In the opinion of the Directors, on the basis of the
shareholdings advised to them, the Company has no ultimate
controlling party.
21. Subsequent events
In February 2018, the Company announced the acquisition of the
9.2MW Lisdowney wind farm from a group of local developers.
There are no subsequent events except those noted above.
Supplementary Information (unaudited)
Disclosure required under the Alternative Investment Fund
Managers Directive ("AIFMD") for annual reports of alternative
investment funds ("AIFs")
Alternative Investment Fund Manager's Directive
Under the Alternative Investment Fund Manager Regulations 2013
(as amended) the Company is an Irish AIF and the Investment Manager
is a full scope UK AIFM.
Northern Trust International Fiduciary Services (Ireland)
Limited provide depositary services under the AIFMD. Northern Trust
International Fund Administration Services (Ireland) Limited
provide accounting and administration services to the Company.
AIFMD outlines the required information which has to be made
available to investors prior to investing in an AIF and directs
that material changes to this information be disclosed in the
Annual Report of the AIF. There were no material changes in the
year.
All information required to be disclosed under the AIFMD is
either disclosed in this Annual Report or within a schedule of
disclosures on the Company's website at
www.greencoat-renewables.com.
The information in this paragraph relates to the Investment
Manager, the AIFM, and its subsidiary company providing services to
the AIFM and it does not relate to the Company. The total amount of
remuneration paid by the Investment Manager to its 28 staff for the
financial year ending 31 December 2017 was GBP5.4m, consisting of
GBP4.5m fixed and GBP0.9m variable remuneration. For the period
from 25th July 2017 to 31st December 2017, the aggregate amount of
remuneration for the 5 staff members of the Investment Manager
constituting senior management and those staff whose actions have a
material impact on the risk profile of the Company was GBP0.4m.
The Investment Manager covers the potential professional
liability risks resulting from its activities by holding
professional indemnity insurance in accordance with Article 9(7)(b)
of AIFMD.
Defined Terms
Admission Document mean the Admission Document of the Company
published on 25 July 2017
AIB means Allied Irish Bank plc
AIC means the Association of Investment Companies
AIC Code of Corporate Governance sets out a framework of best
practice in respect of the governance of investment companies. It
has been endorsed by the Financial Reporting Council as an
alternative means for our members to meet their obligations in
relation to the UK Corporate Governance Code
AIC Guide means the AIC's Corporate Governance Guide for
Investment Companies
AIF means Alternative Investment Funds (as defined in AIFMD)
AIFM means Alternative Investment Fund Manager (as defined in
AIFMD)
AIFMD means Alternative Investment Fund Managers Directive
AGM means Annual General Meeting of the Company
BDO means the Company's Auditor as at the reporting date
BNP Paribas means BNP Paribas Fortis N.V / S.A
Board means the Directors of the Company
Brookfield means Brookfield Asset Management, Brookfield
Renewables Partners L.P, and/or BRI Green Energy Limited
Company means Greencoat Renewables PLC
CPI means Consumer Price Index
DCF means Discounted Cash Flow
DNB means DNB Bank ASA
ESM means Enterprise Securities Market of the Irish Stock
Exchange
EU means the European Union
EURIBOR means the Euro Interbank Offered Rate
Eurozone means the rea comprised 19 of the 28 Member States
which have adopted the euro as their common currency and sole legal
tender
FRC means Financial Reporting Council
GAV means Gross Asset Value as defined in the Admission
Document
Group means Greencoat Renewables PLC, GR Wind Farms 1 Limited
and GR Wind Farms 2 Limited
Holdco means GR Wind Farms 1 Limited
Holdco2 means GR Wind Farms 2 Limited
Holdcos means Holdco and Holdco2
IAS means International Accounting Standard
IFRS means International Financial Reporting Standards
Investment Management Agreement means the agreement between the
Company and the Investment Manager
Investment Manager means Greencoat Capital LLP
IPEV means the International Private Equity and Venture
Capital
IPO means Initial Public Offering
Irish Corporate Governance Annex is a corporate governance annex
addressed to companies with a primary equity listing on the Main
Securities Market of the Irish Stock Exchange
IRR means internal rate of return
ISIF means Ireland Strategic Investment Fund (controlled and
managed by the National Treasury Management Agency)
I-SEM means the Integrated Single Electricity Market, which is a
new wholesale electricity market arrangement for Ireland and
Northern Ireland
Killhills means Killhills Wind Farm Limited
Knockacummer means Knockacummer Wind Farm Limited
NAV means Net Asset Value as defined in the Admission
Document
NAV per Share means the Net Asset Value per Ordinary Share
NOMAD means a company that has been approved as a nominated
advisor for the Alternative Investment Market (AIM), by the Irish
Stock Exchange and London Stock Exchange
Portfolio means Killhills and Knockacummer.
PPA means Power Purchase Agreement entered into by the Group's
wind farms
RBC means Royal Bank of Canada
REFIT means Renewable Energy Feed-In Tariff
Revolving Credit Facility means the revolving credit facility
between the group and AIB, BNP Paribas, Commerzbank, RBC and
Santander
Review Section means the front end review section of this report
(including but not limited to the Chairman's Statement and the
Investment Manager's Report)
RPI means Retail Price Index
Santander means Abbey National Treasury Services Plc (trading as
Santander Global Corporate Banking)
SEM means the Single Electricity Market, which is the wholesale
electricity market operating in the Republic of Ireland and
Northern Ireland
Société Générale means Société Générale, London Branch
Solar PV means a solar photovoltaic system, which is a power
system designed to supply usable solar power by means of
photovoltaics.
SPVs means the Special Purpose Vehicles, which hold the Group's
investment portfolio of underlying operating wind farms
TSR means Total Shareholder Return
UK means United Kingdom of Great Britain and Northern
Ireland
Forward Looking Statements and other Important Information
This document may include statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "plans", "projects",
"will", "explore" or "should" or, in each case, their negative or
other variations or comparable terminology or by discussions of
strategy, plans, objectives, goals, future events or
intentions.
These forward-looking statements include all matters that are
not historical facts. They may appear in a number of places
throughout this document and may include, but are not limited to,
statements regarding the intentions, beliefs or current
expectations of the Company, the Directors and/or the Investment
Manager concerning, amongst other things, the investment objectives
and investment policy, financing strategies, investment
performance, results of operations, financial condition, liquidity,
prospects, and distribution policy of the Company and the markets
in which it invests.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to future events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. The Company's actual investment performance, results
of operations, financial condition, liquidity, distribution policy
and the development of its financing strategies may differ
materially from the impression created by, or described in or
suggested by, the forward-looking statements contained in this
document.
In addition, even if actual investment performance, results of
operations, financial condition, liquidity, distribution policy and
the development of its financing strategies, are consistent with
any forward looking statements contained in this document, those
results or developments may not be indicative of results or
developments in subsequent periods. A number of factors could cause
results and developments of the Company to differ materially from
those expressed or implied by the forward looking statements
including, without limitation, general economic and business
conditions, global renewable energy market conditions, industry
trends, competition, changes in law or regulation, changes in
taxation regimes, the availability and cost of capital, currency
fluctuations, changes in its business strategy, political and
economic uncertainty. Any forward-looking statements herein speak
only at the date of this document.
As a result, you are cautioned not to place any reliance on any
such forward-looking statements and neither the Company nor any
other person accepts responsibility for the accuracy of such
statements.
Subject to their legal and regulatory obligations, the Company,
the Directors and the Investment Manager expressly disclaim any
obligations to update or revise any forward- looking statement
contained herein to reflect any change in expectations with regard
thereto or any change in events, conditions or circumstances on
which any statement is based.
In addition, this document may include target figures for future
financial periods. Any such figures are targets only and are not
forecasts. Nothing in this document should be construed as a profit
forecast or a profit estimate.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR PGUMCPUPRGRR
(END) Dow Jones Newswires
March 01, 2018 02:00 ET (07:00 GMT)
Greencoat Renewables (LSE:GRP)
Historical Stock Chart
From Oct 2024 to Nov 2024
Greencoat Renewables (LSE:GRP)
Historical Stock Chart
From Nov 2023 to Nov 2024
