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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Foresight Solar & Technology Vct Plc | LSE:FTSV | London | Ordinary Share | GB00B640GZ49 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 4.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMFTSV
FORESIGHT SOLAR & INFRASTRUCTURE VCT PLC
Summary Financial Highlights
ORDINARY SHARES FUND
-- Two interim dividends of 3.0p per share were paid during the year, on 18
November 2016 and 7 April 2017.
-- After payment of 6.0p in dividends, net asset value per Ordinary Share
was 95.9p (30 June 2016: 100.7p).
-- An interim dividend of 3.0p per share will be paid on 24 November 2017,
based on an ex-dividend date of 9 November 2017 and a record date of 10
November 2017.
-- The Company completed a tender offer in May 2017, allowing holders of
Ordinary Shares an opportunity to exit their investment at a price of
100.19p per share, which represents a total return of 129p per share, net
of all expenses and performance fees.
-- In December 2016, the sale of the fund's Italian and Spanish solar assets
was completed.
-- At 30 June 2017, the Ordinary Shares fund held positions in six UK solar
assets, with a total installed capacity of 24MW. During the period the
portfolio generated 31Gwh of clean energy, sufficient to power
approximately 9,400 UK homes for a year.
-- Post-period end, two further UK solar assets were acquired, increasing
the portfolio's capacity by 19MW
C SHARES FUND
-- Two interim dividends of 2.5p per share were paid during the year, on 18
November 2016 and 7 April 2017.
-- After payment of 5.0p in dividends, net asset value per C Share was 90.1p
(30 June 2016: 80.5p).
-- An interim dividend of 2.5p per share will be paid on 24 November 2017,
based on an ex-dividend date of 9 November 2017 and a record date of 10
November 2017.
-- At 30 June 2017, the C Shares fund held positions in four solar assets in
the UK and US, with an installed capacity of 17MW. During the period the
portfolio generated 12Gwh of clean energy, sufficient to power
approximately 3,600 UK homes for a year.
D SHARES FUND
-- The D Shares fund raised a total GBP3.7m during the period.
-- Net asset value per D Share at 30 June 2017 was 96.8p (30 June 2016:
99.4p).
Chairman's Statement
Introduction
The last 12 months has been a period of change for the Company and
specifically the Ordinary Shares fund, which delivered on its prospectus
objective to enable an exit, via a tender offer, for those shareholders
who wished to sell after satisfying the 5 year minimum qualifying hold
period. Although the Ordinary Shares fund and the Company are now
smaller than before, the Board and the Investment Manager believe that
the stable platform created will allow them to continue to actively
manage the portfolio with a view to maximising long term future returns
for remaining Shareholders.
The tender offer, completed during May 2017, enabled 411 shareholders to
sell 10,966,024 ordinary shares (approximately 29% of shares in issue)
at NAV less costs generating a total return (net of all costs,
management fees and performance incentive fees) of 129p per Ordinary
Share.
This performance represents the results of the key ongoing focus of the
Board and the Investment Manager, namely to optimise the portfolio's
performance and valuation through a number of concurrent processes
including:
-- optimising the debt content of investments through refinancing at
historically low interest rates;
-- extending leases and planning permissions from 25 years to 35 years
to reflect the expected useful life of the plants;
-- the disposal of certain FiT projects and the utilisation of the
proceeds for the acquisition of new projects by investee companies; and
-- entering into power price agreements (PPAs) that maximise revenues
but retain flexibility to appropriately manage a rapidly growing
portfolio.
The company has been successful in this regard having completed the
refinancing of two assets on favourable terms, extended leases and
planning permissions for several investee company projects and post year
end has seen both a sale of existing projects and the acquisition of new
projects that has realised profits for the Ordinary Shares fund as well
as creating the potential in the future for further returns.
Ordinary Shares Fund
Performance
The underlying net asset value increased by 1.2p per Ordinary Share
before deducting the 6.0p per Ordinary share dividend paid during the
year but after the payment of all expenses, including the performance
incentive fee paid to the Investment Manager which was approved by
Shareholders at a general meeting on 4 May 2017.
The value of the UK portfolio increased by approximately GBP2.8m,
principally as a result of improvements in the efficiency and revenue
generation of the solar sites, created by of the Investment Manager's
active asset management approach described above, as well as reduced
operating costs such as business rates.
The Company is also in the advanced stages of completing the sale of its
FiT assets which will realise further value for Shareholders.
In December 2016 the Company successfully disposed of its Italian and
Spanish assets realising approximately GBP5.6m.
The overall performance of the Ordinary Shares fund remains robust and
the total return since inception as at 30 June 2017 was 124.9p per
Ordinary Share.
Movement in Net Asset Value of the Ordinary Shares Fund
During the year, stated net asset value of the Ordinary Shares fund
decreased to 95.9p per share (GBP26.2m) at 30 June 2017 from 100.7p per
share (GBP38.6m) at 30 June 2016. The main factors driving the fall in
net assets were a combination of the dividends paid (GBP2.3m),
performance fee paid (GBP3.3m), the valuation increase of the ordinary
share portfolio (GBP2.6 m) and the tender offer proceeds distributed to
investors, which totalled GBP11.0m. Despite the tender offer, the total
net assets of the Ordinary Shares fund remains substantial and provides
a platform to the manager to maximise long term future returns for
Shareholders. The Net Asset Value is also calculated on a lower number
of shares following the tender offer.
Cash & Deal Flow
The Ordinary Shares fund had cash and liquid resources of GBP0.5m at 30
June 2017. The Company receives regular interest and loan stock payments
and dividends from its underlying investments enabling it to continue to
fund its dividend policy as well as meeting expenses in the ordinary
course of business as they fall due.
Investment Gains & Losses
During the period the Ordinary Shares fund recognised unrealised gains
of GBP4.1m. Further information regarding the breakdown of this amount
is contained in the Investment Manager's Report. During the period the
Ordinary Shares Fund recognised realised losses of GBP1.4m, which had no
impact on NAV as it was a transfer from unrealised losses following the
sale of an investment.
Running Costs
The annual management fee of the Ordinary Shares fund is calculated as
1.5% of Net Assets. During the period the management fees (excluding the
performance incentive fee) totalled GBP563,000, of which GBP141,000 was
charged to the revenue account and GBP422,000 was charged to the capital
account.
Dividends
The Board originally planned to pay dividends of 5.0p per Ordinary Share
each year throughout the life of Foresight Solar & Infrastructure VCT
plc after the first year, payable bi-annually via dividends of 2.5p per
Ordinary Share in April and October each year. The level of dividends is
not, however, guaranteed. The Board is pleased to announce that the next
interim dividend, of 3.0p per Ordinary Share, will be paid on 24
November 2017 based on an ex-dividend date of 9 November 2017 and a
record date of 10 November 2017, which means that total dividends of
32.0p per Ordinary Share will have been paid since launch.
Ordinary Shareholder Tender Offer
As noted above the Company completed the tender offer in May 2017,
allowing 411 Shareholders (29% of total ordinary shares held) to exit
their investment totalling 10,966,024 ordinary shares at a price of
100.19p per share for a total return of 129p per share net of all
expenses and performance fees. This represented a very satisfactory
outcome for Ordinary Shareholders that chose to realise their shares.
Performance Incentive Fee
At a general meeting on 4 May 2017, Shareholders approved the
performance incentive agreement enabling a performance incentive fee of
GBP3.3m to be paid on all shares tendered or eligible to be tendered
under the tender offer in line with the original intention of the
performance fee arrangements.
As part of discussions on this matter, the Board negotiated to replace
the existing hurdle with a new growth hurdle before any further
performance incentive payments are due. Following Shareholder approval,
the Total Return threshold of 130p per Ordinary Share will no longer be
a fixed target but it will increase by a simple 5% per annum going
forward: 136.5p for the Company's financial year ending 30 June 2018,
143.0p for the year ending 30 June 2019 and so on.
Ordinary Share Issues & Buybacks
During the year under review, 10,966,024 Ordinary Shares were
repurchased for cancellation as part of the tender offer. No new shares
were issued.
C Shares Fund
Performance
The underlying net asset value increased by 14.6p per 'C' Share before
deducting the 5.0p per 'C' share dividend paid during the year, but
after the payment of all expenses.
The valuation of the UK portfolio increased by approximately GBP1.8m
(14.6p per C Share). This increase in valuation was driven principally
by the refinancing of the debt content of investee company projects on
significantly improved terms; production and irradiation levels above
expectations flowing through to revenues generated; as well as reduced
operating costs. The C shares fund has a greater exposure to Renewable
Obligation Certificates ("ROC") subsidised projects than the Ordinary
Shares Fund resulting in a greater proportion of project revenues being
exposed to changes in power prices.
The overall performance of the C Shares fund is improving and net asset
value total return increased by 16.1% during the period to 105.1p per C.
Despite this improvement the original target of 120p per C Share remains
challenging.
Movement in Net Asset Value of the C Shares Fund
During the period, the net assets of the C Shares fund increased to
90.1p per share (GBP11.3m) at 30 June 2017 from 80.5p per share (GBP10.1
m) as at 30 June 2016, largely due to the overall performance of the
investment portfolio. This is summarised further in the table below:
GBP'000 Pence per C share
NAV at 30 June 2016 10,067 80.5
Dividends paid (625) (5.0)
UK investments valuation increase 1,829 14.6
US investments valuation increase 171 1.4
Other (175) (1.4)
NAV at 30 June 2016 11,267 90.1
Deal Flow
During the year, the C share fund completed a GBP3.7m investment in a 5
MW project at Marchington, Staffordshire. The site was connected to the
grid in March 2016 and benefits from a ROC subsidy.
Investment Gains & Losses
During the period the C Shares fund recognised net gains of GBP2.0m
across its investments and further information regarding the breakdown
of this amount is contained in the Investment Manager's Report.
Running Costs
The annual management fee of the C Shares fund is calculated as 1.75% of
Net Assets. During the year the management fees totalled GBP189,000, of
which GBP47,000 was charged to the revenue account and GBP142,000 was
charged to the capital account.
C Share Dividends
The Board is pleased to announce that the next interim dividend, of 2.5p
per C Share, will be paid on 24 November 2017 based on an ex-dividend
date of 9 November 2017 and a record date of 10 November 2017, which
means that total dividends of 17.5p per C Share will have been paid
since launch.
Outlook - C Shares Fund
The proceeds of the C Share offer have now been fully deployed and the
plants performed above expectations during the period. A combination of
the ongoing optimisation programme for assets and a decline in power
prices has resulted in the total return of the C Shares increasing in
the period from 90.5p per share to 105.1p per C Share.
The Board is progressing plans to sell the US asset and this is expected
to complete during 2018.
D Shares Fund
The D Shares fund offer opened on 1 February 2016, following a window of
opportunity to invest in energy generating investments (subject to them
not benefitting from any form of Government subsidy) for a very short
period until 5 April 2016, after which time they were prohibited for
VCTs. The D Shares fund raised GBP4.9m before it closed on 31 January
2017. A small top-up offer in March 2017 led to the D share fund's total
fund raising increasing to GBP5.6m.
Annual General Meeting
The Company's Annual General Meeting will take place on 7 December 2017
at 12.30pm. I look forward to welcoming you to the Meeting, which will
be held at the offices of Foresight Group in London.
Overall Company Outlook
The major changes to the Ordinary Share portfolio of investments noted
in my previous reports have now been completed and we believe that the
stable platform created will underpin the future performance of the fund
as well as maintain a regular stream of dividends.
The performance of the C Share portfolio during the year is pleasing and
demonstrates the ongoing efforts of the Board and the Investment Manager
to focus on a combination of operational and financing improvements
within the portfolio.
David Hurst-Brown
Chairman
31 October 2017
Investment Manager's Review
Ordinary Shares Fund
In December 2016 the Company completed the sale of the Italian and
Spanish investments, which may be redeployed further into Euro
denominated assets.
The Investment Manager also previously reported that it was exploring
opportunities to refinance its Turweston asset in the current low
interest rate environment. The Turweston refinancing process completed
in March 2017 and a drawdown from the facility occured in May 2017. The
refinancing was provided by Royal Bank of Scotland and the proceeds were
used to finance the tender offer described below and also to facilitate
further acquisitions made by the Company, as described below.
The fifth anniversary of the final closing of the original public offer
for subscription for the Ordinary Share class of the Company occurred on
8 November 2016. During March 2017, the Company's shareholders were
invited to participate in a tender offer and the shareholders who
elected to exit were provided liquidity on 11 May 2017 when 10,570,589
Ordinary Shares were bought back at a price of 100.19p per share. A
further 395,435 Ordinary Shares were bought back on 27 June 2017 also at
a price of 100.19p. A total of 10,966,024 Shares were bought back
through the tender offer.
Portfolio Performance
For the period 1 July 2016 to 30 June 2017 total electricity production
was 7% below expectations against irradiation levels that were 2% below
expectations.
Malmesbury's annual production was 15.3% down against expectations due
to a transformer malfunction, though the effect of this at a portfolio
level is not material.
Kent's annual production was 4.4% lower than expected due to a High
Voltage cable incident, however this was covered by insurance.
These specific issues were identified early on by the Investment Manager
and are not expected to impact the long term performance of the assets.
Following Period End
Existing investee companies acquired two solar projects post period end;
Littlewood and Laurel Hill.
Littlewood was purchased from Goldbeck and completed in August 2017.
Littlewood is a 5MW plant located near Mansfield, Nottinghamshire.
Littlewood presented an attractive investment opportunity given the
quality of Goldbeck projects and the fact that Foresight already had
precedent contracts from which to transact. The site connected to the
grid in March 2017 and all revenues generated from the point of
connection are to the benefit of the Company.
Laurel Hill reached financial completion on 30 September 2017. Laurel
Hill is a 14.2MW solar plant located near Donaghcloney, Northern
Ireland. The project benefits from 1.4 ROCs and is expected to connect
to the grid in February 2018.
The Investment Manager is in advanced stages of dispensing of the four
FiT assets in the portfolio in order to capitalise on current market
pricing of such assets.
C Shares Fund
On 1 July 2016, the Investment Manager invested GBP3.7m in a 5MW solar
project at Marchington, Staffordshire. The site was connected to the
grid in March 2016 and benefits from a ROC subsidy.
As reported in March 2017, the Investment Manager began the process of
evaluating the potential sale of the C Shares US asset known as EOSOL
Solar. The sale process is now underway and is expected to complete by
Q1 2018.
During the period Saron's existing Investec debt facility was refinanced
on significantly improved terms. The refinancing was provided by Royal
Bank of Scotland.
D Shares Fund
The D Share class offer was closed to new subscriptions in early 2017. A
total of GBP5.6m has been raised following the issuance of a
supplemental prospectus in March 2017. The Investment Manager is
continuing to explore investment opportunities that will be value
accretive for the Company.
Regulatory and Market Changes
Over the year the UK has seen new records being set for the level of
solar production as well as in relation to the wider energy mix with
historic lows for coal generation. According to the National Grid,
Friday 21 April 2017 was the first working day without coal power since
the Industrial Revolution.
The UK's total solar capacity has continued to grow even after the
closure of the Renewable Obligation scheme, which closed to new solar
projects at the end of March 2017. The ROC deadline led to many
acquisitions and installations and while there is often a lag in the
official statistics until all newly commissioned projects have been
accredited which can take some months, there is now c.12GW of solar
capacity in Great Britain with over 8GW in ground mounted solar.
Following the significant reduction of the Feed in Tariff for large
scale solar and the lack of visibility of future Contract for Difference
("CfD") auctions, it is expected that there will be very limited new
solar capacity added in the near future. However, there has been a
marked increase in secondary market activity.
With the reduction in solar installation costs experienced in recent
periods, industry participants are also working to develop unsubsidised
projects and it is expected that the first of these projects will be
commissioned in the next 12 months, either benefitting from private wire
or Power Purchase agreements ("PPA") arrangements with corporates. In
the short term however, the economic viability of unsubsidised projects
will remain marginal and limited projects will be realised. This
situation is expected to shift over time as the cost of solar panels
continues to reduce, making projects cost competitive with other forms
of electricity generation.
The UK triggered Article 50 of the Lisbon Treaty on 29 March 2017 to
formally initiate the two year process for withdrawing from the European
Union ('Brexit'). The uncertainty generated by Brexit continues to
effect the UK power market. It's unclear to what extent the UK market
will remain integrated with the wider EU power market and therefore what
the impact on wholesale power prices will be. For the moment however, a
number of interconnector projects with EU members are still being
progressed, which is a positive indication. The Company will continue to
carefully monitor any potential effects of Brexit.
On 8 June 2017, the UK voted in a snap General Election in which the
governing Conservative party lost its parliamentary majority. The
purpose of calling the snap election was an attempt by the Prime
Minister to strengthen the Government's position in Brexit negotiations,
but this unexpectedly resulted in a hung parliament with the
Conservatives forming a minority government and having to team up with
the Democratic Unionist Party of Northern Ireland. The effects of this
election result are currently uncertain; however, the Company will
continue to monitor the newly formed Government's renewable energy
policies.
The General Election campaigns saw a focus on consumer energy costs, but
limited discussion of decarbonisation or energy policy more generally so
it is yet to be seen what direction the Government will take. The
Government's Emissions Reduction Plan which is due to set out how it
intends to meet the targets detailed in the Fifth Carbon Budget, was due
to be released in the first half of 2017, but is now expected prior to
the end of the year. Given the expectation that further renewable
generation will be required to comply with the budget, the Commission
for Energy Regulation may point to future markets or mechanisms to
enable new renewable generating capacity, including solar.
Power Prices
Following a winter of relatively high power prices, the spot price has
now returned to GBP42 per MWh as at 30 June 2017 (GBP50 per MWh in
December 2016).
The average power price achieved across the portfolio during the
reporting period was GBP41.36 per MWh.
During the period 1 July 2016 to 30 June 2017 there was a downward
movement of 3.3% in the medium to long term power price forecast. The
Investment Manager uses forward looking power price assumptions to
assess the likely future income of the portfolio assets for valuation
purposes. The Company's assumptions are formed from a blended average of
the forecasts provided by third party consultants and are updated on a
quarterly basis. The Investment Manager's forecasts continue to assume
an increase in power prices in real terms over the medium to long-term
of 1.7% per annum (31 December 2016: 1.7%), driven by higher gas and
carbon prices.
During the period, 79% of the Company's operational portfolio revenue
came from the FiT subsidy or sale of ROCs and other green benefits to an
offtaker. These revenues are directly and explicitly linked to inflation
for 20 years from the accreditation date under the ROC regime and
subject to Retail Price Index ("RPI") inflationary increases applied by
Ofgem in April of each year.
The majority of the remaining 21% of revenues derive from electricity
sales which are subject to wholesale electricity price movements.
Electricity prices in the UK are a component of the RPI index basket of
goods and services and as a result present a degree of correlation with
the long term RPI. This direct indexation of revenues derived from ROC
benefits and the degree of inflation linkage of the wholesale
electricity price provides a significant percentage of cash flows
correlated with long-term inflation.
PPAs are entered into between each individual solar power asset and
offtakers in the UK electricity supply market. Under the PPAs, each
asset will sell the entirety of the generated electricity and ROCs to
the designated offtaker. The Company's PPA strategy seeks to optimise
revenues from the power generated, while keeping the flexibility to
manage the portfolio appropriately. As at 30 June 2017, the four FiT
sites have fixed PPA prices in place and the remaining assets in the
portfolio have floating rate PPAs, which track market power prices.
The Investment Manager is constantly reassessing conditions in the
electricity market and updating its view on likely future movements. The
Company retains the option to fix the PPAs of its portfolio assets at
any time. As part of the Investment Manager's ongoing efforts to
maximise the commercial performance of the portfolio, a PPA tendering
process across all assets has been undertaken. This process has seen a
significant reduction in fees charged by our offtakers.
Environmental Social and Governance Considerations
The Company believes Environmental, Social and Governance ("ESG")
considerations play an important part in delivering responsible and
sustainable growth for the long term. These factors have been integrated
into all stages of the investment process, and are actively supported by
all involved, regardless of seniority. With that in mind, the Company
has adopted a Responsible Investment Framework to provide a suitable
operational framework in matters related to the investment process, such
that ESG has become part of the normal day-to-day operations. Further to
the environmental advantages of large scale renewable energy, each
investment is closely scrutinised for localised environmental impact.
Where improvements can be made, the Company will work with planning and
local authorities to minimise visual and auditory impact of sites.
Land Management
The Investment Manager is a working partner of the Solar Trade
Association's Large Scale Asset Management Working Group. Foresight is a
signatory to the Solar Farm Land Management Charter and ensures that all
of its solar farms are managed in a manner that maximizes the
agricultural, landscaping, biodiversity and wildlife potential, which
can also contribute to lowering maintenance costs and enhancing
security. As such, the Investment Manager regularly inspects sites and
develops site specific land management and biodiversity enhancement
plans to secure long term gains for wildlife and ensure that the land
and environment are maintained to a high standard. This includes:
-- Management of grassland areas within the security fencing to promote
wildflower meadows and sustainable sheep grazing;
-- Planting and management of hedgerows and associated hedge banks;
-- Management of field boundaries between security fencing and
hedgerows;
-- Sustainable land drainage and pond restoration;
-- Installation of insect hotels and reptile hibernacula;
-- Installation of boxes for bats, owls and kestrels; and
-- Installation of beehives by local beekeepers.
Most solar parks are designed to enable sheep grazing and the remaining
plants are investigated for alterations to ensure that the farmland on
which the solar assets are located can remain useful in agricultural
production, which is a frequent desire of local communities.
Social and Community Engagement
The Investment Manager actively seeks to engage with the local
communities around the Company's solar assets and regularly attends
parish meetings to encourage community engagement and promote the
benefits of the solar assets.
Health and Safety
There were no reportable health and safety incidents during the period.
Safety, Health, Environment and Quality ('SHEQ") performance and risk
management are a top priority at all levels for Foresight Group. To
further improve the management of SHEQ risks, reinforce best practice
and ensure non-compliance with regulations is avoided, the Asset Manager
has appointed an independent health and safety consultant who regularly
visits the portfolio assets to ensure they not only meet, but exceed,
industry and legal standards. The consultant has confirmed that all
sites are in compliance with all applicable regulations. Recommendations
that have been implemented to help raise standards further include
improvements to the safety signage on the fence of two plants.
Outlook
The UK solar sector experienced another period of significant growth
driven by the closure of the Renewable Obligation scheme to new solar
projects in March 2017. This resulted in the total installed solar
capacity in the UK reaching c.12GW, with over 8GW of large scale solar.
The Investment Manager believes that the level of activity in the
secondary market will continue in the short and medium term with 1 to
2GW of operational projects expected to be sold in the next 12 to 18
months. With the scarcity value of UK operational portfolios increasing,
the Company will maintain a prudent approach to acquisitions in the UK
secondary market.
During the financial year ended 30 June 2017, the Investment Manager
continued to focus on the optimisation of the existing portfolio, both
from an operational perspective and in respect of the capital structure
of the assets. As previously discussed the Investment Manager is
considering selling certain assets in the portfolio in order to provide
liquidity to allow the Company to explore new acquisition opportunities
that the Investment Manager believes will be accretive to the value of
the Company and benefit the shareholders in the long term.
While there remains political uncertainty following the UK's decision in
June 2016 to withdraw from the European Union and the recent snap
election, which resulted in a hung parliament, current indications
suggest that the UK Government remains committed to a carbon reduction
agenda.
Dan Wells
Partner
31 October 2017
Unaudited Non-Statutory Analysis of the Share Classes
Income
Statement
for the year
ended 30 June
2017
Ordinary Shares Fund C Shares Fund D Shares Fund
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment
holding
gains - 4,066 4,066 - 3,872 3,872 - - -
Realised
losses on
investments - (1,446) (1,446) - (1,872) (1,872) - - -
Income 656 - 656 190 - 190 25 - 25
Investment
management
fees (141) (1,475) (1,616) (47) (142) (189) (17) (51) (68)
Other expenses (355) - (355) (139) - (139) (73) - (73)
Return/(loss)
on ordinary
activities
before
taxation 160 1,145 1,305 4 1,858 1,862 (65) (51) (116)
Taxation (32) 32 - (1) 1 - - - -
Return/(loss)
on ordinary
activities
after
taxation 128 1,177 1,305 3 1,859 1,862 (65) (51) (116)
Return/(loss)
per share 0.3p 3.2p 3.5p 0.0p 14.9p 14.9p (1.7)p (1.4)p (3.1)p
Balance Sheet
at 30 June 2017
Ordinary Shares
Fund C Shares Fund D Shares Fund
GBP'000 GBP'000 GBP'000
Fixed assets
Investments held at
fair value through
profit or loss 40,505 11,627 1,620
Current assets
Debtors 434 175 210
Money market
securities and other
deposits 9 - -
Cash 460 2 5,232
903 177 5,442
Creditors
Amounts falling due
within one year (211) (537) (1,607)
Net current assets 692 (360) 3,835
Creditors
Amounts falling due
greater than one
year (15,000) - -
Net assets 26,197 11,267 5,455
Capital and
reserves
Called-up share
capital 273 125 56
Share premium account - 1,535 5,526
Capital redemption
reserve 112 - -
Profit and loss
account 25,812 9,607 (127)
Equity shareholders'
funds 26,197 11,267 5,455
Number of shares in
issue 27,324,838 12,509,247 5,636,181
Net asset value per 95.9p 90.1p 96.8p
share
At 30 June 2017 there was an inter-share debtor/creditor of GBP387,000
which has been eliminated on aggregation.
Reconciliations of Movements in Shareholders' Funds
for the year ended 30 June 2017
Share Capital Profit
Called-up premium redemption and loss
share capital account reserve account Total
Ordinary Shares Fund GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 July 2016 383 - 2 38,168 38,553
Expenses in relation to
prior year share
issues - - - (194) (194)
Repurchase of shares (110) - 110 (10,986) (10,986)
Expenses in relation to
tender offer - - - (184) (184)
Dividends - - - (2,297) (2,297)
Return for the year - - - (1,305) (1,305)
As at 30 June 2017 273 - 112 25,812 26,197
Share Capital Profit
Called-up premium redemption and loss
share capital account reserve account Total
C Shares Fund GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 July 2016 125 1,572 - 8,370 10,067
Expenses in relation to
prior year share
issues - (37) - - (37)
Dividends - - - (625) (625)
Return for the year - - - 1,862 1,862
As at 30 June 2017 125 1,535 - 9,607 11,267
Share Capital Profit
Called-up premium redemption and loss
share capital account reserve account Total
D Shares Fund GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 July 2016 20 1,977 - (11) 1,986
Share issues in the
year 36 3,673 - - 3,709
Expenses in relation to
share issues - (124) - - (124)
Return for the year - - - (116) (116)
As at 30 June 2017 56 5,526 - (127) 5,455
Unaudited Income Statement
for the year ended 30 June 2017
Year ended Year ended
30 June 2017 30 June 2016
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment holding
gains - 7,938 7,938 - 803 803
Realised losses on
investments - (3,318) (3,318) - - -
Income 871 - 871 973 - 973
Investment
management fees (205) (1,668) (1,873) (202) (2,876) (3,078)
Other expenses (567) - (567) (484) - (484)
Return/(Loss) on
ordinary
activities before
taxation 99 2,952 3,051 287 (2,073) (1,786)
Taxation (33) 33 - (66) 66 -
Return/(Loss) on
ordinary
activities after
taxation 66 2,985 3,051 221 (2,007) (1,786)
Return/(Loss) per
share:
Ordinary Share 0.3p 3.2p 3.5p 0.7p (3.4)p (2.7)p
C Share 0.0p 14.9p 14.9p (0.3)p (5.7)p (6.0)p
D Share (1.7)p (1.4)p (3.1)p (0.3)p (0.3)p (0.6)p
The total column of this statement is the profit and loss account of the
Company and the revenue and capital columns represent supplementary
information.
All revenue and capital items in the above Income Statement are derived
from continuing operations. No operations were acquired or discontinued
in the year.
The Company has no recognised gains or losses other than those shown
above, therefore no separate statement of total recognised gains and
losses has been presented.
Unaudited Reconciliation of Movements in Shareholders' Funds
Called-up Share Capital Profit
share premium redemption and loss
Year ended 30 June 2017 capital GBP'000 account GBP'000 reserve GBP'000 account GBP'000 Total GBP'000
As at 1 July 2016 528 3,549 2 46,527 50,606
Share issue in the year 36 3,673 - - 3,709
Expenses in relation to
share issues - (161) - (194) (355)
Repurchase of shares (110) - 110 (10,986) (10,986)
Expenses in relation to
tender offer - - - (184) (184)
Dividends - - - (2,922) (2,922)
Return for the year - - - (3,051) (3,051)
As at 30 June 2017 454 7,061 112 35,292* 42,919
Called-up Share Capital Profit
share premium redemption and loss
Year ended 30 June 2016 capital GBP'000 account GBP'000 reserve GBP'000 account GBP'000 Total GBP'000
As at 1 July 2015 508 1,609 2 51,469 53,588
Share issue in the year 20 2,015 - - 2,035
Expenses in relation to
prior year share issues - (75) - (206) (281)
Repurchase of shares - - - (27) (27)
Dividends - - - (2,923) (2,923)
Loss for the year - - - (1,786) (1,786)
As at 30 June 2016 528 3,549 2 46,527* 50,606
*Of this amount GBP14,219,000 (2016: GBP33,390,000) is distributable.
Unaudited Balance Sheet
at 30 June 2017
Registered Number: 07289280
As at As at
30 June 30 June
2017 2016
GBP'000 GBP'000
Fixed assets
Investments held at fair value through profit or loss 53,752 51,665
Current assets
Debtors 432 1,040
Money market securities and other deposits 9 9
Cash 5,694 1,871
6,135 2,920
Creditors
Amounts falling due within one year (1,968) (3,979)
Net current assets/(liabilities) 4,167 (1,059)
Creditors
Amounts falling due greater than one year (15,000) -
Net assets 42,919 50,606
Capital and reserves
Called-up share capital 454 528
Share premium account 7,061 3,549
Capital redemption reserve 112 2
Profit and loss account 35,292 46,527
Equity shareholders' funds 42,919 50,606
Net asset value per share
Ordinary Share 95.9p 100.7p
C Share 90.1p 80.5p
D Share 96.8p 99.4p
Unaudited Cash Flow Statement
for the year ended 30 June 2017
Year Year
ended ended
30 June 30 June
2017 2016
GBP'000 GBP'000
Cash flow from operating activities
Deposit and similar interest received 1 1
Investment management fees paid (723) (808)
Performance incentive fee paid (3,323) -
Secretarial fees paid (150) (170)
Other cash payments (341) (549)
Net cash outflow from operating activities and returns
on investment (4,536) (1,526)
Returns on investment and servicing of finance
Purchase of investments (32) (1,361)
Net proceeds on sale of investments* 2,649 3,824
Investment income received 1,047 1,098
Net capital inflow from financial investment 3,664 3,561
Financing
Proceeds of fund raising 4,058 1,642
Proceeds from borrowings on long term debt 15,000 -
Expenses of fund raising (298) (61)
Expenses in relation to tender offer** (156) -
Repurchase of own shares (10,986) (43)
Equity dividends paid (2,923) (2,923)
4,695 (1,385)
Net inflow of cash in the year 3,823 650
Reconciliation of net cash flow to movement in net
funds
Increase in cash and cash equivalents for the year 3,823 650
Net cash and cash equivalents at start of year 1,230 1,230
Net cash and cash equivalents at end of year 5,703 1,880
Analysis of changes in net cash
At At
1 July Cash 30 June
2016 flow 2017
GBP'000 GBP'000 GBP'000
Cash and cash equivalents** 1,880 3,823 5,703
*GBP16,000 of these proceeds were transferred from investments to
debtors and therefore are not included in the proceeds on sale of
investments in note 8.
**At the year end, GBP28,000 of expenses in relation to the tender offer
remained unpaid.
***Including money market securities and other deposits.
Notes to the accounts
1. The audited Annual Financial Report has been prepared on the basis of
accounting policies set out in the statutory accounts of the Company for
the year ended 30 June 2017. All investments held by the Company are
classified as 'fair value through the profit and loss'. Unquoted
investments have been valued in accordance with IPEVC guidelines ,as
updated in December 2015. Quoted investments are stated at bid prices in
accordance with the IPEVC guidelines and Generally Accepted Accounting
Practice.
2. These are not statutory accounts in accordance with S436 of the
Companies Act 2006. The full audited accounts for the year ended 30 June
2017, which were unqualified and did not contain any statements under
S498(2) or S498(3) of Companies Act 2006, will be lodged with the
Registrar of Companies. Statutory accounts for the year ended 30 June
2017 including an unqualified audit report and containing no statements
under the Companies Act 2006 will be delivered to the Registrar of
Companies in due course.
3. Copies of the Annual Report will be sent to shareholders and will be
available for inspection at the Registered Office of the Company at The
Shard, 32 London Bridge Street, London, SE1 9SG and can be accessed on
the following website: www.foresightgroup.eu
4.
Net asset value per share
Net asset value per Ordinary Share is based on net assets at the year
end of GBP26,197,000 (2016: GBP38,553,000) and on 27,324,838 Ordinary
Shares (2016: 38,290,862), being the number of Ordinary Shares in issue
at that date.
Net asset value per C Share is based on net assets at the year end of
GBP11,267,000 (2016: GBP10,067,000) and on 12,509,247 C Shares (2016:
12,509,247), being the number of C Shares in issue at that date.
Net asset value per D Share is based on net assets at the year end of
GBP5,455,000 (2016: GBP1,986,000) and on 5,636,181 D Shares (2016:
1,997,691), being the number of D Shares in issue at that date.
5. Return per share
Year ended 30 June 2017 Year ended 30 June 2016
Ordinary Ordinary
Shares C Shares D Shares Shares C Shares D Shares
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Total return/(loss) after taxation 1,305 1,862 (116) (1,027) (748) (11)
Total return/(loss) per share (note a) 3.5p 14.9p (3.1)p (2.7)p (6.0)p (0.6)p
Revenue return/(loss) from ordinary activities after
taxation 128 3 (65) 265 (38) (6)
Revenue return/(loss) per share (note b) 0.3p 0.0p (1.7)p 0.7p (0.3)p (0.3)p
Capital return/(loss) from ordinary activities after
taxation 1,177 1,859 (51) (1,292) (710) (5)
Capital return/(loss) per share (note c) 3.2p 14.9p (1.4)p (3.4)p (5.7)p (0.3)p
Weighted average number of shares in issue during
the year 37,041,226 12,509,247 3,761,042 38,302,982 12,509,247 1,765,163
Notes:
a) Total return per share is total return after taxation divided by the
weighted average number of shares in issue during the year.
b) Revenue return per share is revenue return after taxation divided by
the weighted average number of shares in issue during the year.
c) Capital return per share is capital return after taxation divided by
the weighted average number of shares in issue during the year.
6. The Annual General Meeting will be held at 12.30pm on 7 December
2017 at the offices of Foresight Group LLP, The Shard, 32 London Bridge
Street, London, SE1 9SG.
7. Income
Year ended Year ended
30 June 30 June
2017 2016
GBP'000 GBP'000
Loan stock interest 786 972
Dividends receivable 84 -
Bank interest 1 1
871 1,155
8. Investments held at fair value through profit or loss
Ordinary
Shares C Shares D Shares
Fund Fund Fund Company
Company GBP'000 GBP'000 GBP'000 GBP'000
Book cost as at 1 July 2016 26,425 10,485 1,620 38,530
Investment holding gains/(losses) 13,696 (561) - 13,135
Valuation at 1 July 2016 40,121 9,924 1,620 51,665
Movements in the period:
Purchases at cost* 100 - - 100
Disposal proceeds (2,336) (297) - (2,633)
Realised losses (1,446) (1,872) - (3,318)
Investment holding gains 4,066 3,872 - 7,938
Valuation at 30 June 2017 40,505 11,627 1,620 53,752
Book cost at 30 June 2017 22,743 8,316 1,620 32,679
Investment holding gains 17,762 3,311 - 21,073
Valuation at 30 June 2017 40,505 11,627 1,620 53,752
*Purchased at cost represent legal costs incurred in relation to the
disposal of the FiT assets and refinancing of Turweston assets. These
costs will reduce the net realised gains on disposal of the assets.
9. Transactions with the manager
Foresight Group, which acts as investment manager to the Company in
respect of its venture capital investments earned fees of GBP820,000 in
the year (2016: GBP808,000). It also earned performance incentive fees
of GBP1,053,000 (2016: GBP2,270,000). GBP3,323,000 (2016: nil) of
performance incentive payments were made to Foresight Group in the year.
Foresight Fund Managers Limited provides administration services to the
Company, and received fees of GBP211,000 during the year (2016:
GBP170,000). The annual administration and accounting fee (which is
payable together with any applicable VAT) is 0.3% of the net funds
raised by the offer (subject to a minimum index linked fee of GBP60,000
for each of the Ordinary, C Share and D Share funds).
At the balance sheet date there was GBP104,000 due to Foresight Group
(2016: GBP3,000 due from Foresight Group) and GBP61,000 (2016: GBPnil)
due to Foresight Fund Managers Limited.
Foresight Group is responsible for external costs such as legal and
accounting fees, incurred on transactions that do not proceed to
completion ('abort expenses'). In line with industry practice, Foresight
Group retain the right to charge arrangement and syndication fees and
Directors' or monitoring fees ('deal fees') to companies in which the
Company invests. From this, Foresight Group received from investee
companies arrangement fees of GBPnil in the year (2016: GBP49,000).
END
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Foresight Solar & Infrastructure VCT plc via Globenewswire
http://www.foresightgroup.eu/
(END) Dow Jones Newswires
October 31, 2017 12:29 ET (16:29 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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