Share Name Share Symbol Market Type Share ISIN Share Description
Foresight Solar 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
  +0.00p +0.00% 90.00p 87.00p 93.00p 90.00p 89.25p 90.00p 0 14:00:17
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Equity Investment Instruments 0.7 1.1 0.3 300.0 34.49

FORESIGHT SOLAR & INFRASTRUCTURE VCT PLC ORD 1P Foresight Solar & Infrastructure Vct Plc : Final Results

31/10/2017 4:29pm

UK Regulatory (RNS & others)


 
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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