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TRE Ft Tre

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Trading Emissions PLC Half-year Report (9920I)

27/03/2018 7:00am

UK Regulatory


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TIDMTRE

RNS Number : 9920I

Trading Emissions PLC

27 March 2018

Trading Emissions PLC

Results for the six month period ended 31 December 2017

Trading Emissions PLC ("TEP" or "the Company") today announces its results for the six month period ended 31 December 2017.

Enquiries:

Liberum +44 (0)20 3100 2222

Steve Pearce / Henry Freeman/ Gillian Martin

FIM Capital Limited + 44 (0) 1624 681250

Philip Scales

Chairman's Statement

Dear Shareholder

I am pleased to report on behalf of the Board that good progress has been made in bringing the Investing Policy and operations of Trading Emissions PLC ("TEP" or the "Company") towards a conclusion. The Company's net asset value increased to GBP11.9 million (4.75p per Share) at 31 December 2017 from GBP10.0 million (4.02p per Share) at the 30 June 2017 financial year end.

Investments

Since the Company's financial year end, we have succeeded in realising most of the value from the Company's remaining investments, namely its private equity interests in TEP (Solar Holdings) Limited ("TEP Solar") and TEP (Renewables Holding) Limited ("TEP Renewables").

TEP Solar

At the beginning of the current financial year, TEP Solar held three operating subsidiaries in Italy.

As previously reported, during the six month period ended 31 December 2017, we completed the sale of two of those subsidiaries, generating net proceeds of EUR3.0 million. In total, TEP sold four Italian operating subsidiaries to the same buyer for aggregate net proceeds of EUR12.6 million (including dividends). Of this amount, EUR3.0 million was placed in escrow, of which EUR1.0 million was released to TEP Solar in December 2017. Conditional on no claims being received from the buyer, the remaining EUR2.0 million will be released to the Company in December 2018.

Following the financial period end, the Company agreed the sale of its remaining Italian solar subsidiary, which, upon closing, is expected to generate net proceeds of EUR8.6 million. Closing is expected to take place in early April 2018. The sales agreement includes terms and conditions customary for a transaction of this type, including warranties and an indemnity in favour of the buyer in respect of potential claims of up to a maximum value of, in aggregate, EUR1.0 million, which will expire on 30 June 2018.

The Company's investment in TEP Solar was valued at 31 December 2017 based on the expected net disposal proceeds and the cash it held, net of its liabilities.

In early 2018, the Irish Revenue accepted TEP Solar's submission and payment regarding the previously unrecorded VAT liability dating back to 2011.

TEP Renewables

The buyer of TEP Renewables' equity interest in EWG Slupsk continues to face an unfriendly investment and operating environment for wind projects in Poland. The latest pronouncements from the Polish Government are designed to promote power generation from sources other than wind and it remains highly uncertain as to whether the EWG Slupsk project will proceed. A significant portion of TEP Renewables' sales consideration is deferred and contingent on the project being built.

In early 2018, the Irish Revenue accepted TEP Renewables' submission and payment regarding previously unrecorded VAT liability dating back to 2011. This now permits the Board to further rationalise costs. The remaining potential receivable from the sale of EWG Slupsk will be assigned to TEP in order to allow the commencement of the voluntary liquidation of TEP Renewables.

Cash

At 31 December 2017, TEP directly held cash of GBP1.4 million (equivalent to 0.54p per Share). At the time of writing, TEP holds GBP1.2 million (equivalent to 0.49p per Share). Immediately following the closing of the sale of the remaining Italian solar subsidiary, we expect TEP Solar to remit to TEP a minimum of EUR10.0 million (equivalent to approximately GBP8.7 million or 3.5 pence per Share).

Future of the Company

Following the sale of the remaining Italian solar subsidiary, the Board intends to convene as soon as practicable an Extraordinary General Meeting of Shareholders to approve the cancellation of the Company's admission to trading on AIM and a cash distribution to Shareholders. The delisting of the Company's Shares will allow a further reduction in operating costs, thereby making more cash available for distribution to Shareholders. An announcement providing further details to Shareholders will be made in due course.

Martin M. Adams

Chairman

26 March 2018

Condensed Statement of Comprehensive Income

 
                                           Six months    Six months       Year 
                                                ended         ended      ended 
                                          31 December   31 December    30 June 
                                                 2017          2016       2017 
                                          (unaudited)   (unaudited)  (audited) 
Note                                          GBP'000       GBP'000    GBP'000 
----  ---------------------------------  ------------  ------------  --------- 
 
      Realised gain on disposal 
       of financial assets at 
       fair value through profit 
5      or loss                                      -             9         10 
      Net change in fair value 
       of financial assets at 
       fair value through profit 
4      or loss                                  4,527           419      1,651 
      Administration fees                        (90)         (106)      (204) 
      Net foreign exchange losses                (12)           (6)       (14) 
7     Other net operating expenses              (102)         (519)      (945) 
      ---------------------------------  ------------  ------------  --------- 
      Operating profit/(loss)                   4,323         (203)        498 
      ---------------------------------  ------------  ------------  --------- 
      Finance income                                -             1          1 
      Net finance income                            -             1          1 
      ---------------------------------  ------------  ------------  --------- 
      Profit/(loss) before tax                  4,323         (202)        499 
      ---------------------------------  ------------  ------------  --------- 
      Taxation                                      -             -          - 
      ---------------------------------  ------------  ------------  --------- 
      Profit/(loss) for the period/year         4,323         (202)        499 
      ---------------------------------  ------------  ------------  --------- 
      Other comprehensive income                    -             -          - 
       for the period/year 
      ---------------------------------  ------------  ------------  --------- 
      Total comprehensive profit/(loss)         4,323         (202)        499 
      Basic and diluted profit/(loss) 
       per Share for the period/year 
       (expressed in pence per 
9      Share)                                    1.73        (0.08)       0.20 
      ---------------------------------  ------------  ------------  --------- 
 

The notes are an integral part of the Condensed Interim Financial Statements.

Condensed Statement of Financial Position

 
 
                                                                     As at         As at 
                                                   As at       31 December       30 June 
                                         31 December2017              2016          2017 
                                             (unaudited)       (unaudited)     (audited) 
 Note                                            GBP'000           GBP'000       GBP'000 
-----  ----------------------------  -------------------  ----------------  ------------ 
 
          ASSETS 
 
        Financial assets at fair 
         value through profit 
 4       or loss                                  10,783             7,909         9,133 
        Trade and other receivables                   26                25           101 
        Cash and cash equivalents                  1,354             8,060         1,342 
        Current assets                            12,163            15,994        10,576 
 
        LIABILITIES 
 
 8      Trade and other payables        (302)                (414)               (540) 
 11     Distribution payable                -                (6,245)                  - 
        Current liabilities                        (302)           (6,659)         (540) 
       ----------------------------  -------------------  ----------------  ------------ 
 
        Net current assets                        11,861             9,335        10,036 
 
        Net assets                                11,861             9,335        10,036 
       ----------------------------  -------------------  ----------------  ------------ 
 
        EQUITY 
 
 10     Share capital                              2,498             2,498         2,498 
        Distributable reserves                     9,363             6,837         7,538 
        Total equity                              11,861             9,335        10,036 
       ----------------------------  -------------------  ----------------  ------------ 
 
 

The notes are an integral part of the Condensed Interim Financial Statements.

The Condensed Interim Financial Statements were approved and authorised for issue by the Board of Directors on 26 March 2018 and signed on its behalf by:

   Neil Duggan                                                               Philip Scales 
   Director                                                                       Director 

Condensed Statement of Changes in Equity

For the year ended 30 June 2017 (audited)

 
 
   For the six months ended 31 December 2017 (unaudited) 
 
                                                                      Share Capital   Distributable      Total 
                                                                            GBP'000        reserves    GBP'000 
                                                                                            GBP'000 
 Balance at 1 July 
  2017                                                                        2,498           7,538     10,036 
 Profit for the period                                                            -           4,323      4,323 
--------------------------------------------------------  -------------------------  --------------  --------- 
 Total comprehensive 
  income                                                                          -           4,323      4,323 
 Distribution                                                                     -         (2,498)    (2,498) 
 Total transactions 
  with Shareholders                                                               -         (2,498)    (2,498) 
--------------------------------------------------------  -------------------------  --------------  --------- 
 Balance at 31 December 
  2017                                                                        2,498           9,363     11,861 
--------------------------------------------------------  -------------------------  --------------  --------- 
 
 
   For the six months ended 31 December 2016 (unaudited) 
 
                                                                      Share Capital   Distributable      Total 
                                                                                           reserves 
                                                                            GBP'000         GBP'000    GBP'000 
 Balance at 1 July 
  2016                                                                        2,498          13,284     15,782 
 Loss for the period                                                              -           (202)      (202) 
--------------------------------------------------------  -------------------------  --------------  --------- 
 Total comprehensive 
  loss                                                                            -           (202)      (202) 
 Distribution                                                                     -         (6,245)    (6,245) 
 Total transactions 
  with Shareholders                                                               -         (6,245)    (6,245) 
--------------------------------------------------------  -------------------------  --------------  --------- 
 Balance at 31 December 
  2016                                                                        2,498           6,837      9,335 
--------------------------------------------------------  -------------------------  --------------  --------- 
 
 
 
                                                              Share   Distributable 
                                                            capital        reserves           Total 
                                                            GBP'000         GBP'000         GBP'000 
--------------------------------------------------------  ---------  --------------  -------------- 
 Balance at 1 July 
  2016                                                        2,498          13,284          15,782 
 Profit for the year                                              -             499             499 
 Total comprehensive 
  income                                                          -             499             499 
 Distributions                                                    -         (6,245)         (6,245) 
 Total transactions 
  with Shareholders                                               -         (6,245)         (6,245) 
--------------------------------------------------------  ---------  --------------  -------------- 
 Balance at 30 June 
  2017                                                        2,498           7,538          10,036 
--------------------------------------------------------  ---------  --------------  -------------- 
 
 

The notes are an integral part of the Condensed Interim Financial Statements.

Condensed Statement of Cash Flows

 
                                                                    Six months     Six months        Year 
                                                                         ended          ended       ended 
                                                                   31 December    31 December     30 June 
                                                                          2017           2016        2017 
                                                                   (unaudited)    (unaudited)   (audited) 
                                                                       GBP'000        GBP'000     GBP'000 
 --------------------------------------------------------------  -------------  -------------  ---------- 
  Cash flows from operating 
   activities 
  Profit/(loss) for the period/year                                      4,323          (202)         499 
  Adjustment for: 
 
    *    realised gain on disposal of financial assets at fair 
         value through profit or loss                                        -            (9)        (10) 
 
    *    net change in financial assets at fair value through 
         profit or loss                                                (4,527)          (419)     (1,651) 
  - net foreign exchange losses                                             11              6          14 
  - finance income                                                           -            (1)         (1) 
  - non cash TEP Investment                                                  -             21           - 
   Company expense 
  Changes in working capital: 
  - decrease/(increase) in 
   trade and other receivables                                              75             22        (54) 
  - decrease in trade and 
   other payables                                                        (245)          (270)       (148) 
  Cash used in operations                                                (363)          (852)     (1,351) 
  Interest received                                                          -              1           1 
  Additions to Private Equity                                                -           (29)           - 
  Distributions and receipts 
   from Private Equity                                                   2,877          5,523       5,525 
 --------------------------------------------------------------  -------------  -------------  ---------- 
  Net cash generated from 
   operating activities                                                  2,514          4,643       4,175 
 --------------------------------------------------------------  -------------  -------------  ---------- 
  Cash flows from financing 
   activities 
  Distribution to Shareholders                                         (2,498)              -     (6,245) 
 --------------------------------------------------------------  -------------  -------------  ---------- 
  Net cash used in financing 
   activities                                                          (2,498)              -     (6,245) 
 --------------------------------------------------------------  -------------  -------------  ---------- 
  Net increase/(decrease) 
   in cash and cash equivalents                                             16          4,643     (2,070) 
  Cash and cash equivalents 
   at start of period/year                                               1,342          3,426       3,426 
  Exchange losses on cash 
   and cash equivalents                                                    (4)            (9)        (14) 
 --------------------------------------------------------------  -------------  -------------  ---------- 
  Cash and cash equivalents 
   at end of period/year                                                 1,354          8,060       1,342 
 --------------------------------------------------------------  -------------  -------------  ---------- 
 

The notes are an integral part of the Condensed Interim Financial Statements.

Notes to the Condensed Interim Financial Statements

for the six months ended 31 December 2017

   1          Operations 

Trading Emissions Plc ("the Company") invests in environmental and emissions assets, companies providing products and services related to the reduction of greenhouse gas emissions and associated financial products.

The Company is a closed-ended investment company domiciled in the Isle of Man. The address of its registered office is IOMA House, Hope Street, Douglas, Isle of Man. The Company incorporated on 15 March 2005 in the Isle of Man as a public limited company quoted on the AIM and regulated by the London Stock Exchange. In December 2011, the Company re-registered under the Isle of Man Companies Act 2006.

   2          Basis of Preparation 

The Condensed Interim Financial Statements ("the Financial Statements") have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. They do not include information required for a complete set of financial statements prepared in accordance with IFRSs as adopted by the EU. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the financial position and performance since the last annual financial statements as at and for the year ended 30 June 2017.

The principal accounting policies applied in the preparation of the Financial Statements are unchanged from those disclosed in the annual audited financial statements for the year ended 30 June 2017. These policies have been consistently applied to each of the periods presented. The audited financial statements for the year ended 30 June 2017 are available at www.tradingemissionsplc.com.

The Financial Statements for the six months ended 31 December 2017 should be read in conjunction with the annual financial statements for the year ended 30 June 2017.

   3          Use of judgements and estimates 

In preparing the Financial Statements, the Board of Directors ("the Board") has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from those estimates.

Estimates and underlying assumptions are reviewed on an on-going basis. Changes in estimates are recognised through profit or loss.

The significant judgements made by the Board in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the audited financial statements as at and for the year ended 30 June 2017.

   3.1       Segment reporting 

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments.

The Directors are of the opinion that the Company is engaged in a single segment of business being investment in private equity in one geographical area, being Europe.

   4          Fair value of financial instruments 
   4.1       Valuation models 

The Company holds no Level 1 or Level 2 financial instruments. The financial instruments included within Level 3 are the Private Equity investments. These "TEP Investment Companies" are all companies in which the Company holds an ownership interest greater than 20%.

 
 Name of TEP Investment    Immediate parent        Principal    TEP ultimate 
  Company                                           place of     % ownership 
                                                    business     interest 
------------------------  ----------------------  -----------  ------------- 
 Solar Energy Italia       TEP (Solar Holdings) 
  1 S.r.l                   Limited                Italy        100.00 
 Solar Services            TEP (Solar Holdings) 
  Italia S.r.l              Limited                Italy        100.00 
                           Trading Emissions       Isle of 
 Surya PLC                  PLC                     Man         100.00 
 TEP (Renewables           Trading Emissions 
  Holding) Limited          PLC                    Ireland      100.00 
 TEP (Solar Holdings) 
  Limited                  Surya PLC               Ireland      100.00 
 

There were no transfers of financial assets between Levels during the six months ended 31 December 2017 (for the six months ended 31 December 2016: no transfers; for the year ended 30 June 2017: no transfers).

   4.2       Significant unobservable inputs used in measuring fair value 

The table below sets outs the information about significant unobservable inputs used in measuring financial instruments. All financial instruments are categorised as Level 3 in the fair value hierarchy. The fair value measurements below are recurring.

Fair value of financial assets at FVTPL:

 
          As at           As at         As at   Significant unobservable        Valuation 
                                                 inputs                          techniques 
    31 December     31 December       30 June 
           2017            2016 
    (unaudited)     (unaudited)          2017 
        GBP'000         GBP'000     (audited) 
                                      GBP'000 
---------------  --------------  ------------  ------------------------------  -------------- 
                                                Risk-adjusted discount 
                                                 rates that take into 
                                                 account specific performance 
                                                 factors of the investment 
 
                                                 Agreed transaction             Risk-adjusted 
                                                 terms                           cash flows 
 
                                                 Estimated recovery              Market 
         10,783           7,909         9,133    value                           approach 
---------------  --------------  ------------  ------------------------------  -------------- 
 

Significant unobservable inputs include:

-- Risk-adjusted discount rates, which represent the rates used to discount forecast cash flows and estimated recovery values for investments to their present values as part of the calculation of fair value for the investment. The Board uses its judgement to determine a rate that reflects the illiquidity, currency risk and credit risk of counterparties for each specific instrument.

-- Agreed transaction terms, including binding agreements with third parties for the purchase of Private Equity that were in place at the date of signing the financial statements for each respective period.

-- Estimated recovery value, which is the amount estimated by the Board to be realised on an investment in a disposal or liquidation scenario.

   4.3   Level 3 fair values 

Level 3 reconciliation:

The table below presents the changes in Level 3during each financial period/year.

 
 Private Equity                     Six months           Six months   Year ended 
                                         ended                ended 
                                   31 December          31 December      30 June 
                              2017 (unaudited)     2016 (unaudited)         2017 
                                       GBP'000              GBP'000    (audited) 
                                                                         GBP'000 
-------------------------  -------------------  -------------------  ----------- 
 Opening balance                         9,133               12,997       12,997 
 Net decrease in amounts 
  receivable from TEP 
  Investment Companies                 (2,877)              (5,507)      (5,515) 
 Net change in fair 
  value                                  4,527                  419        1,651 
 Closing balance                        10,783                7,909        9,133 
-------------------------  -------------------  -------------------  ----------- 
 
   4.4       Sensitivity of fair value measurement to changes in unobservable inputs 

Although the Board believes that its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value. For fair value measurements in Level 3, changing one or more of the assumptions used to reasonably possible alternative assumptions would have the following effects on net assets.

-- If the risk-adjustment factor applied to agreed transaction terms would increase, this would have an unfavourable impact on the value of Private Equity. The Board has determined that it would be reasonably possible for the risk-adjustment factor applied to binding agreements under each valuation model were to be increased or decreased by an arbitrary 25 per cent, the effects are shown in the table below.

 
 Private Equity           Six months          Six months        Year ended 
                               ended               ended           30 June 
                         31 December         31 December    2017 (audited) 
                    2017 (unaudited)    2016 (unaudited)           GBP'000 
                             GBP'000             GBP'000 
----------------  ------------------  ------------------  ---------------- 
 Favourable                    1,940                   -             2,230 
 (Unfavourable)              (1,940)                   -           (2,230) 
----------------  ------------------  ------------------  ---------------- 
 
   4.5       Financial instruments not measured at fair value 

Financial assets not measured at fair value include cash and cash equivalents and trade and other receivables. These are short-term financial assets whose carrying amounts approximate fair value, because of their short-term nature and the high credit quality of counterparties.

   5          Realised gain on disposal of financial assets at fair value through profit or loss 

Receipt of Trading Emissions Limited ("TEL") liquidation proceeds

On the 21 July 2017 the Company, received GBP2,000 from the liquidation of TEL. TEL was dissolved during the financial period, with no realised gain or loss materialising.

TEP (Solar Holdings) Limited ("TEP Solar")

On 21 July 2017 TEP Solar executed a Sales and Purchase Agreement with a member of the Sonnedix Group ("Sonnedix") in respect of the sale of its entire interest in RGP Puglia 1 S.r.l ("RGP") and Florasolar S.r.l.("Florasolar"), which were ultimately wholly owned by the Company.

Although no new escrow arrangement was created, certain claims following the sale may be made against the sums that were placed in escrow pursuant to the sale of TEP Solar's entire interest in Etuno S.r.l. ("Etuno") and Solar Energy Italia 6 S.r.l. ("SEI 6"). To date, there have been no claims against the amounts held in escrow.

On 8 August 2017 the sale of TEP Solar's entire interest in RGP and Florasolar completed and an aggregate net proceeds, after allowing for outstanding transaction costs (including those paid directly by the Company), of EUR3,035,000 were received.

On 14 December 2017, EUR1,000,000 of the EUR3,000,000 held in escrow was released to TEP Solar. The remaining EUR2,000,000 will be released on 14 December 2018, subject to no claims having been received pursuant to indemnities provided by TEP Solar customary for these type of transactions.

The receipt of sale proceeds by TEP Solar and the funds held in escrow has been accounted for through the valuation of Surya PLC ("Surya") and its subsidiaries.

   6          Directors' fees 

The Company paid the following fees to Directors during the financial period/year:

 
                          Six months          Six months        Year ended 
                               ended               ended           30 June 
                         31 December         31 December    2017 (audited) 
                    2017 (unaudited)    2016 (unaudited) 
                             GBP'000             GBP'000           GBP'000 
----------------  ------------------  ------------------  ---------------- 
 Martin Adams                     30                  30                60 
 Neil Duggan*                     20                  20                40 
 Mark Lerdal                      20                  20                40 
 Philip Scales*                    3                   3                 5 
                                  73                  73               145 
----------------  ------------------  ------------------  ---------------- 
 

* Isle of Man resident

The annual non-executive Directors' fees (excluding any additional fees) are currently GBP60,000 for the Chairman and GBP40,000 for the other non-executive Directors other than for Philip Scales who receives an annual fee of GBP5,000. The Directors are also reimbursed for travel and out of pocket expenses incurred.

The Company operates a Directors' Incentive Plan ("DIP") which entitles Participating Directors to 2% of distributions made to Shareholders. Participation in the DIP is granted at the discretion of the Nomination and Remuneration Committee at the time each distribution is made. The table overleaf shows the DIP payments paid and accrued:

 
                            Six months          Six months        Year ended 
                                 ended               ended           30 June 
                           31 December         31 December    2017 (audited) 
                      2017 (unaudited)    2016 (unaudited) 
                               GBP'000             GBP'000           GBP'000 
------------------  ------------------  ------------------  ---------------- 
 DIP paid                           37                  94                94 
 DIP retained: 
 -brought forward                  196                 165               165 
 -accrued                           13                  31                31 
------------------  ------------------  ------------------  ---------------- 
 -carried forward                  209                 196               196 
 DIP accrued and 
  paid during the 
  period/year                       50                 125               125 
------------------  ------------------  ------------------  ---------------- 
 

The DIP amounts retained will be paid to the Participating Directors at a later date. Other than as detailed above, none of the Directors is entitled to any cash or non-cash benefits in kind, pensions, bonus or share scheme arrangements.

   7          Other net operating expenses 
 
                                Six months     Six months   Year ended 
                                     ended          ended      30 June 
                               31 December    31 December         2017 
                                      2017           2016 
                               (unaudited)    (unaudited)    (audited) 
                                   GBP'000        GBP'000      GBP'000 
---------------------------  -------------  -------------  ----------- 
 TEP Investment Companies 
  expenses                              17             28           82 
 Legal and professional 
  fees*                              (120)            152          339 
 Directors' fees (note 
  6, Directors' fees)                   73             73          145 
 Directors' and Officers' 
  insurance                             15             15           30 
 Directors' Incentive 
  Plan                                  50            125          125 
 Audit and other assurance 
  fees                                   5             27           37 
 Other expenses                         62             99          187 
 Total other net operating 
  expenses                             102            519          945 
---------------------------  -------------  -------------  ----------- 
 

* The credit of legal and professional fees in the current period is the result of expenses accrued at the prior financial year end, but not incurred.

   8             Trade and other payables 
 
                            As at          As at        As at 
                      31 December    31 December      30 June 
                             2017           2016         2017 
                      (unaudited)    (unaudited)    (audited) 
                          GBP'000        GBP'000      GBP'000 
 Current 
 Accrued expenses              30             33          157 
 Trade payables               272            381          383 
------------------  -------------  -------------  ----------- 
                              302            414          540 
------------------  -------------  -------------  ----------- 
 
   9          NAV per Share and earnings per Share 
   9.1   Net Asset Value ("NAV") per Share 

The NAV per Share is calculated by dividing the net assets attributable to the Shareholders by the number of Shares in issue at the reporting dates.

 
                                  As at          As at              As at 
                            31 December    31 December            30 June 
                                   2017           2016     2017 (audited) 
                            (unaudited)    (unaudited) 
 Net assets (GBP'000)            11,861          9,335             10,036 
 Shares in issue ('000)         249,800        249,800            249,800 
 NAV per Share (in 
  pence)                           4.75           3.74               4.02 
------------------------  -------------  -------------  ----------------- 
 
   9.2       Earnings/(loss) per Share 
   (a)        Basic 

The basic earnings/(loss) per Share is calculated by dividing the earnings/(loss) attributable to the Shareholders by the weighted average number of Shares in issue during the financial period/year.

 
                                      As at          As at              As at 
                                31 December    31 December            30 June 
                                       2017           2016     2017 (audited) 
                                (unaudited)    (unaudited) 
 Earnings/(loss) for 
  the period/year (GBP'000)           4,323          (202)                499 
----------------------------  -------------  -------------  ----------------- 
 Weighted average number 
  of Shares in issue 
  ('000)                            249,800        249,800            249,800 
 Basic earnings/(loss) 
  per Share 
  (in pence)                           1.73         (0.08)               0.20 
----------------------------  -------------  -------------  ----------------- 
 
   (b)        Diluted 

Diluted earnings per Share is calculated by adjusting the weighted average number of Shares outstanding to assume conversion of all dilutive potential Shares. As at all the reporting dates, the Company had no dilutive potential Shares.

   10       Share capital 

The total number of authorised and issued Shares at the reporting dates together with their rights are explained below.

 
                               As at                 As at                 As at 
                         31 December           31 December          30 June 2017 
                                2017                  2016 
                         (unaudited)           (unaudited)             (audited) 
                 (Number               (Number               (Number 
                   '000)     GBP'000     '000)     GBP'000     '000)     GBP'000 
--------------  --------  ----------  --------  ----------  --------  ---------- 
 Authorised 
 Shares of 
  GBP0.01 par 
  value          460,000       4,600   460,000       4,600   460,000       4,600 
--------------  --------  ----------  --------  ----------  --------  ---------- 
 Issued and 
  fully paid 
 Shares of 
  GBP0.01 par 
  value          249,800       2,498   249,800       2,498   249,800       2,498 
--------------  --------  ----------  --------  ----------  --------  ---------- 
 
 

All issued Shares of 249,800,202 are fully paid and each Share carries the right to one vote. Shareholders are entitled to receive notice of, and vote at general meetings of the Company.

   11       Distributions paid and declared 

On 29 August 2017, the Company declared a distribution to Shareholders of 1.0 pence per Share, equivalent to GBP2,498,000 in total. The distribution was paid on 20 September 2017 and financed from the distributable reserves account.

On 20 December 2016, the Company declared a distribution to Shareholders of GBP6,245,000. The distribution was paid on 13 January 2017 and financed from the distributable reserves account.

   12       Related party transactions 

Parties are considered to be related if one party has the ability to control the other party or to exercise significant influence over the other party in making financial or operational decisions. The Directors, including certain Directors of TEP Investment Companies who meet the definition of "key management personnel" in IAS 24 are considered to be related parties.

   12.1      Directors 

Directors' fees, the DIP and other transactions with the Directors during the financial period are explained in note 6, Directors' fees.

Philip Scales was a Director throughout the financial period. Mr Scales is a Director of FIM and has a beneficial ownership interest in FIM. During the financial period, FIM received fees of GBP90,000 (six months ended 31 December 2016: GBP106,000; year ended 30 June 2017: GBP204,000). FIM also received reimbursements for out of pocket expenses.

   12.2      TEP Investment Companies 

TEP (Renewables Holding) Limited ("TEP Renewables")

The Company entered into a Fees and Expenses Agreement with TEP Renewables on 6 December 2010. Under the terms of the agreement, the Company will reimburse TEP Renewables for any 'agreed company expenses'. During the period fees and expenses reimbursed by the Company to TEP Renewables was EURnil (31 December 2016: EUR26,000; 30 June 2017: EUR43,000).

On 6 December 2010, the Company also entered into a Total Return Swap Agreement ("TRS") with TEP Renewables. The TRS is for a period of 20 years with a termination date of 6 December 2030 or such earlier date as may be specified by written notice by TEP Renewables to the Company. Under the terms of the TRS, TEP Renewables will make investments in target companies and investment gains and losses are recharged through the TRS to the Company. On termination of the TRS, TEP Renewables must pay any cash or investments held that were originally funded through the TRS to the Company. As at 31 December 2017 the balance on the TRS was EUR326,000 (31 December 2016: EUR326,000; 30 June 2017: EUR114,000).

Surya

During the financial period, Surya made a net payment to the Company of GBP2,863,000; this was accounted for as a reduction in Surya's share premium. This payment was funded from the sale by its subsidiary, TEP Solar, of RGP and Florasolar, as detailed in note 5, Realised gain/(loss) on disposal of financial assets at fair value through profit or loss.

Receipt of TEL liquidation proceeds

On the 21 July 2017 the Company received GBP2,000 in respect of the liquidation of TEL. TEL was dissolved during the financial period.

Other TEP Investment Companies

During the period Trading Emissions (Isle of Man) Limited, TEP (Carbon Holdings) Limited and TEP (Hydro Holdings) Limited were dissolved.

   13       Subsequent Events 

Sale of Solar Energy Italia 1 S.r.l. ("SEI 1")

On 13 February 2018, TEP Solar entered into a Quota Purchase Agreement ("QPA") with NextPower II Italia S.r.l ("NextPower") in respect of the sale of its entire interest in SEI 1, comprising an operating ground-mounted solar photovoltaic plan located in Ragusa, Sicily.

Under the terms of the QPA, closing and receipt of the sales proceeds is subject to fulfilment of various conditions precedent usual for this type of transaction.

On 15 February 2018, the specific circumstances under which the gross sales proceeds could increase by an additional EUR750,000 were met.

The estimated net proceeds from the sale of SEI1 after allowing for transaction and other costs (including fees directly linked to the proceeds received), are approximately EUR8,600,000.

The QPA includes terms and conditions customary for a transaction of this type, including warranties and an indemnity in favour of NextPower.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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March 27, 2018 02:00 ET (06:00 GMT)

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